Sorry this is so long to get up. Those of you who read my latest blog may have seen I mentioned I work for my city's D.P.W., which means it's my job to plow snow and spread salt on the roads. Unfortunately, those of you in the upper East Coast of the U.S. know we've been getting our asses handed to us by winter for a MONTH, now. As always, work on the next chapter begins immediately, so read up and enjoy, bronys!

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Chapter 25

When the Bad Guys Win

“Midnight! Midnight!!! C’mon, wake up!” Spike cried in a panicked voice, shaking the human-pony as he slowly came back to consciousness. Blinking himself back awake, the stallion felt a hard pain in his skull.

“Ugh... what the buck..?” he mumbled, the headache reminding him of his first fight with Blueblood. In the back of the Guard barracks, when he insulted... “LUNA!” Midnight shouted, suddenly standing up, causing Spike to stumble backwards and fall on his backside. “Spike! Where’s Twilight?! What happened?! Where’s the portal?!” Quickly, the baby dragon got back on his feet, a look in his eyes almost as panicked as Midnight’s.

“I-I-I don’t know! It was just there, a-and there was a big flash behind the princess and...” Midnight could feel all the color leave his face. Being woken up in the middle of the night. The urgency in Celestia’s voice. The sudden flash! It was all coming together, now; The palace was under attack.

“Oh, buck! This is bad! This is SO bad!!!” the pegacorn said, trotting in place as panic began to settle in. “I gotta get to Canterlot NOW! Spike, how quick do the trains run out of Ponyville to Canterlot?” The little dragon paused a moment, his expression quickly turning to despair.

“No where near fast enough to get you there for the battle.” he said with a sad shake of his head. Midnight huffed, stamping a hoof on the floor.

“I don’t suppose there are any airships in town I can hijack then, huh?” Again, the stallion’s suggestion was shot down by the little dragon.

“The only one we got is Twilight’s personal balloon, and that’s folded up and put away in the basement.”

“BUCK!” Midnight shouted, stomping his hoof again, this time hard enough to shake the floor. Spike recoiled a little, but still approached the distraught warrior.

“Couldn’t you just fly there really fast?” Spike asked, pointing to Midnight’s wings. “I know that armor Princess Luna gave you is kinda heavy, but you’ve been training while wearing that, so you should be OK, right? And didn’t you say you did a Sonic Rainboom while you were in Canterlot fighting Bedlam’s goons?” Midnight sighed shaking his head.

“I’d never get there in time. That Rainboom I did was with Rainbow Dash’s help. And even if I flew there as fast as I possibly could, I’d be exhausted by the time I got there.” Sadness started to creep into Midnight’s heart, the thought of being so far away from Luna in this, her time of crisis, sapping the energy from the young champion. “I wouldn’t in shape enough to help anypony...” As Midnight lamented over his lack of options, Spike ran over to Twilight’s desk, grabbing a quill and parchment. Quickly, he hopped down on the floor and started writing.

“Maybe if I send a letter to Princess Celestia, she’ll open the portal just enough for you to go through! It’s worth a shot, at least.” Midnight only raised a hoof to the dragon, shaking his head.

“Don’t even bother, Spike. Even if you sent Celestia a letter, there’s...” Midnight’s words trailed off, his thought process quickly replaced by a faint glimmer of hope. “Spike...?” The baby dragon suddenly looked up, noticing a curious look in the young pegacorn’s eye. “... tell me how you send Celestia those letters...”

***

My, oh my, oh my... All the pretty little ponies, all lined up in a row. And me without a flamethrower.” Bedlam sneered as he stalked forward, Luna, Celestia and Twilight keeping a distance between him and the other five Element Bearers, now cut off from their necklaces. The flashes of magic and sounds of combat echoed through the murale-covered hallway, the Element vault at the end now being blocked by the monster. “This truly couldn’t have worked out better if I planed it all, myself! That bothersome ‘Midnight Blaze’ is miles away from here. Your little makeshift Seal Team 6 is too busy with my Killjoys to be any trouble. The Royal Guards are barely able to handle the Iron Mares Klokwerk cooked up. And best of all,” The draconequus quickly turned, his arm extending like rubber out towards the door securing the remaining Elements. In one swift blow, the door and magical lock shattered under his strike, splintering to pieces as his fist broke through. In a moment, he retracted his arm, pulling back the enchanted box containing the five necklaces. “you darling little ponies are helpless without your Elements!”

“You’re wrong, Bedlam!” Twilight finally shouted, stepping forward towards the monster. “Whatever the case, whatever the circumstances, we will NOT let you win! There’s NO WAY we’d ever let Princess Luna go, especially with a horrible monster like you!” In an instant, Celestia and the rest of the Elements joined her, forming a protective wall in front of Luna. The night alicorn could feel a tear in her eye at the amount of love her friends had shown for her, dismissing in an instant any remaining doubts she ever had about if she was truly accepted or not. Bedlam, of course, was not impressed in the least, choosing instead to slink closer to the ground as he readied himself to attack.

“Then ready yourself, Bearers of the Elements, because no amount of ‘friendship’ will bring you back from where I send you!”

***

“No WAY, Midnight! That’s crazy! I-I can’t do it! It would never work!” Spike couldn’t believe his ears. The young dragon waved his claws in front of him at the approaching pegacorn, a look of desperation in his eyes.

“Please, Spike, you HAVE to! There’s just no other way!” he pleaded, leaning down to eye level with his young friend. “The fate of all of Equestria, not to mention the world, might depend on my being there to help fight Bedlam.”

“B-but I never did anything like that before.” Spike protested, fidgeting with his claws.

“Nonsense! I’ve seen you do it half a dozen times since I got here!” Midnight protested, only to be quickly shot down again.

“Yeah, but NOT with PONIES!” Spike stomped into the middle of the room, still weighing the options in his mind, only to find this might be the only one they had left. “I have no idea if it would work! If it didn’t work, then... well, the results might not be pretty...”

“The results will DEFINITELY not be pretty, not only for Canterlot and Princess Luna... but for Twilight, and all the rest of your friends, as well.” Midnight said flatly, causing the baby dragon to turn with a pale look on his face. Midnight approached him, placing a hoof on his shoulder as he spoke in a calm tone. “Spike, I know this is all happening very fast, and it’s pretty scary for you. Well... I’m scared, too, big guy. But we need to be strong, for those that need us. In times like this, we need to do everything we can to help those we care about. Spike... I don’t know if this will work either... but we have to try.” Though still frightened at the thought of Midnight’s plan not working, Spike put on his bravest face. Wiping his eyes, the little dragon puffed up his chest.

“Alright. Let’s do this.” Midnight patted Spike on the shoulder once more before bounding over to the center of the library. Steadying himself, the pegacorn took a cleansing breath, then closed his eyes.

“Alright, Spike. Ready when you are.” he announced, taking a moment to straighten his armor one last time. Spike boldly walked over in front of Midnight, eyeing up the pony from head to hoof before taking a single, deep breath. Holding it for a moment, Spike concentrated, just the way Celestia had taught him to, feeling a small, familiar spark in the back of his throat. When he was confident he finally had enough energy stored up, Spike released his breath in the form of a soft, green fire. Slowly, the flame encircled Midnight, covering him from horn to tail before he vanished in a puff of sparkling smoke.

***

Bedlam tossed the box containing the Elements into the air, the tip of his alligator tail suddenly growing a hand of it’s own. Catching it with this newly sprouted appendage, the tyrant monster beared his fangs as both his hands and his eagle-like forelegs sprouted long, sharp claws that shined in the dim light of the hallway. “I’ve been waiting for this moment for a long time, ponies. Now... DIE!!!” Bedlam took off from down the hallway, charging at the gathered mares.

Celestia and Luna charged their horns for attack, while Twilight and Rarity prepared their shield spells. Rainbow Dash and Fluttershy spread their wings, ready to take off and flank the monster as Pinkie Pie and Applejack got into position to deliver a good bucking. However, none of them got the chance to execute their attack or defense. As Bedlam came within striking distance, a flicker of magic began drifting in through a broken window just before the ponies. As it accumulated more, the draconequus stopped, the swirl of growing green smoke floating just in front of his face. The mares took a few steps back, allowing the odd occurrence a wide breadth as it formed and solidified before them.

“What in the buck...?” Bedlam asked to himself, leaning in closer to smoke as it swirled faster, taking on a more sold appearance. Suddenly, in a bright flash of light, Bedlam recoiled back, a pair of heavy, hard hooves shooting out from the smoke and connected with his snout. The draconequus stumbled back, wings and tail flailing as he cupped his face with his hands, the box containing the Elements tossed to the floor across the hall. The princesses and the Element Bearers all gasped in shock as an armor-clad gray stallion with crimson wings, tail and mane landed shakily on the floor in front of them.

“Surprised to see me, Bedlam?” Midnight shouted at the pained monster before him, taking delight in the shocked expression on his face. The pegacorn looked himself up and down, flapping his wings and shaking his tail with a satisfied smile. “I know I am!”

“MIDNIGHT?!” Bedlam roared, teeth clamping down in a fierce growl. “But I stopped Celestia’s portal spell before you could make it through! How the buck did you get here so fast?!” Midnight chuckled as he spread his wings before his friends, leaning down in anticipation of attack.

“By becoming the first pony in history to teleport via dragon fire, that’s how!” he stated, suddenly looking over his shoulder to Twilight. “By the way, you might wanna give Spike a week off when this is all over.”

“Midnight!”Luna shouted, leaping forward as she threw her forelegs around his neck. The stallion nuzzled her back, sure to never take his eye off of their opponent. “I missed you so much! I’ so glad you made it back!” Despite the dire situation they were in at the moment, Midnight couldn’t help but smile as he felt Luna’s cheek brush against his, picking up the scent of night air as it drifted off her mane.

“Me too, my Princess. I’d never let you alone to face this creep.” Luna released her hold, standing beside her warrior as Bedlam shook off the remaining pain from his nose. Quickly, he turned to find the fallen box containing the Elements, finding in laying against the side of the hallway, directly between him and the ponies.

“Midnight!” Celestia shouted, pointing a hoof. “That box holds the Elements! Quickly, before Bedlam grabs it!”

“On it, Princess!” Midnight took off with one mighty pump of his wings, speeding like a bullet towards the case. Bedlam thrust his shoulder, his arm extending again towards the box just as quickly, talons out and ready. Just as the two foes reached the item, though, a huge blast of magic burst through the floor, causing the ponies and Bedlam to lose their footing as it blew a massive hole in the floor right under the box. Midnight could barely maneuver away from the blast, turning and buzzing over Bedlam back towards Luna and the others just in time to see the golden case fall through the hole to the floor below.

***

“Hold them! No matter the cost, we must hold out!” Trixie shouted to her troops, magic flaring as she pressed a force field against Tumbler’s magical construct of a steamroller and the mad jester sitting in the driver seat.

“That’s right, you little hack magician! Stay right there while I flatten you!” Tumbler laughed as her horn glowed brighter, the force of her created construct increasing, bringing Trixie to her knees. Just as the evil unicorn thought she had the young mage beat, a streak of blue and yellow flashed before her eyes, vanishing in a blur as a pair of heavy hooves connected with her jaw, sending her flying to the floor. As she landed, the steam roller flicker and dissipated, allowing Trixie a moment to catch her breath.

“Thanks, guys!” the blue mare shouted to the pair of Wonderbolts, the two already scanning for their next target amongst the crowd of machine ponies and villains. As they surveyed the scene, Grimdark leapt from the crowd, teeth beared as he tried to pounce the pair out of the sky, only to find empty air as they dodged his attack with ease. The dire wold flew helplessly to the ground, straight into the waiting the hind hooves of Big Mack and Little Strongheart. With a single, mighty kick, the pair sent Grimdark staggering on his hind legs, allowing Gilda the opportunity she needed to fly straight into the beast mid-section, raising him up off the ground and crashing into the ceiling.

“Oh, yeah!!! Who’s the griffin? THIS girl, right here!” Gilda celebrated in mid-air, watching Grim’s stunned, falling body crush three Iron Mares currently in combat with Rover and Breaburn.

“Thanks for the assist, darlin’!” the frontierspony shouted up to the griffin chic. Before she could answer back, a large fireball flew past her, causing her to drop in altitude, almost into the waiting hooves of Tumbler, recovered and now wielding a magical construct in the form of a large slapstick with nails in the end. Gilda quickly beat her wings, escaping from the jumping swipe of the jester just in time to witness the fireball stop behind, the flames dying down to expose Burn, the unicorn mare riding on the back of her pegasus brother, Crash.

“So sorry ‘bout that, sugah! We didn’t mean to miss!” Burn yelled with a sly smile.

“Just hold still, and we’ll make sure we get you this time!!!” Crash yelled to his potential victim, taking off after Gilda as the flaming barrier formed once again around him.

Back on the ground, Blueblood brought his hoof down on an Iron Mare, the horrid creation dragging itself on it’s forelegs after being partially crushed by Grimdark.  As his hoof crushed it’s metal skull, sparks of magic flickered out, causing him to back away. ‘I’ve got to get back to Trixie!’ he thought as he eyed the battlefield. Flames roared in all corners of the foyer, accented by the broken pieces of robots littering the area. Bolts of magic shot in all directions as the attacking Killjoys roared and neighed around him, fighting desperately to break through with the intention of killing the Elements of Harmony before they could summon their power against Bedlam. Looking back towards the stairs, he finally spotted Trixie, swinging two broken Iron Mares in her magic like clubs against another five trying to get past her. Raising a protective barrier around himself, the noblestallion charged through the combat, plowing through the remains of several fallen adversaries on his way to help her.

“Have at you, knaves!” Springing off the shattered bodies of several robots piled on the floor, the prince leapt through the air, forehooves coming down on the mid-backs of two of the Iron Mares attacking his commander. Another swift buck to the neck and face took one more foe out of the battle, while a powerful downward strike by Trixie eliminated the final two.

“How goes the battle for you, dear prince?” Trixie asked, attempting to make light of their current strife. The prince gave a sly grin, shaking his disheveled mane from his eyes.

“All things considered, I’d rather be at the Gala, again!” Trixie scoffed, horn glowing as she scanned for any other oncoming attackers to snipe.

“Me, too. Still, I could think of a worse first date.” she remarked, making Blueblood double-take in surprise.

“W-what?! Did you say...”

“GET DOWN!!!” Trixie quickly tackled Blueblood back to the stairs, the two landing hard as a newly created hole smoked in the step just above their head. The two looked up to find Klokwerk, hovering before them on his metallic dragonfly wings, a wisp of black smoke coming from his prosthetic horn.

“Sorry to interrupt this love fest, but I’ve got some Elements to kill.” the altered earth pony said, already charging his fake horn for another attack.

“Over my dead body, ‘pseudocorn!’ Trixie shouted, springing back to her hooves, Blueblood following close behind. The mad doctor gritted his teeth as he charged his horn, the insult by the stage mare fueling his rage.

“Funny, that’s exactly what I was thinking!” The evil stallion released his blast, his hovering body being pushed back as a beam of glowing black magic fired forward at the two ponies. Trixie and Blueblood answered with their own magical blasts, the three beams connecting in mid-air between them. For a moment, the three magic users struggled, each putting their all into their attack, each knowing that their mission, their very LIVES, depended on this attack connecting. With one final, mighty push, the three fed all their energy into their attacks, Trixie and Blueblood ultimately breaking through the magical force of Klokwerk, sending a huge wave of magic back hard enough to send him flying across the room. The multicolored bolt of energy continued through the room at an upward angel, finally connecting with the ceiling near the far corner of the room. The ceiling exploded, raining debris down on room and exposing the next floor to those below. Though strained and gasping for breath, in the dust and chaos of the room, Trixie thought she could see a single, golden object falling from the floor above.

“What... what in the world...?” she said quietly to herself. Almost instantly, her train of thought was derailed by the sudden appearance of a large, black wolf, standing before her as it roared in front of her face. Trixie couldn’t even gather the energy to raise a shield to defend herself as Grimdark prepared to strike. And in an instant, the large canine was gone.

“Bad doggie! Go play dead, now!” Looking to her side, Trixie saw Rover standing beside her, a large piece of broken pillar in his two front paws. “Are you alright, Miss Trixie?” he asked, dropping the piece of marble as he crouched beside her. Already, she could feel Blueblood shift beside her, raising to his hooves again. She gave the gray diamond dog a smile as she took his paw and stood once again.

“Couldn’t be better, Rover. Thanks.” Standing once again, Trixie looked over the battle. Crash and Burn were grounded, stumbling out of a pile of rubble after being brought down by a carefully aimed downdraft from Soarin’ and Spitfire. Klokwerk was recovering as well, his metallic wings sputtering as he righted himself from under a fallen tapestry. Tumbler was currently using a magic saw blade to cut herself out of Breaburn’s lasso, the mad mare hanging from a half shattered chandelier.

“Trixie!” A voice above the blue unicorn shouted, drawing her attention to the male Wonderbolt. “It looks like the Iron Mares are through! There haven’t been any more coming in for a while, now!”

“Their either all destroyed, or Luna’s Night Watch guards are keeping them busy.” Gilda added, swooping in beside the two pegasi. Just below them, the members of the Apple family galloped up, panting as they turned an eager eye towards the remaining enemies in the room.

“So, what’s the plan here, boss mare?” Big Mac asked, the line in his fur still visible, despite the removal of his collar before the fight. Trixie looked over their adversaries, each shaking off their last attack, returning to the fight in spite of their being outnumbered and, thankfully, overpowered.

“We hold the line.” the blue mare said, the focus and will evident in her voice. “The Killjoys aren’t giving up, and we’re not, either. That’s our mission, that’s what we’re gonna do!” The showmare gathered her magic, readying herself for the next wave of attack as her soldiers gathered around her, ready to do whatever to took to defend their friends.

***

“The Elements!” Luna cried, trying to reach out with her magic. Unfortunately, it was too late. The case containing the necklaces had fallen to the floor below, right in the middle of the battle raging in the front foyer.

“They’re safe, girls. Trixie and her crew are down there, taking care of the Killjoys in the floor below. Girls, I’ll handle Bedlam!” Midnight said, looking over his shoulder at his former teachers. “Get yourselves down there, and find those necklaces! They may be the only chance we have!” Twilight nodded, swallowing down her fear as a new look of determination on her face.

“Can do, Midnight. Don’t worry, princess! We’ll get them!” Twilight answered, placing a hoof on the night god’s shoulder. “C’mon, girls!” The six mares turned to run down the hall, never noticing the subsequent roar and flash against the outside wall right beside them. Without warning, the last remaining murals of stained glass burst in around them, showing the entire group with jagged projectiles. Twilight had barely been able to summon her shield spell fast enough to keep her and her friends from being cut to ribbons.

“Not so fast there, my little pony!” Bedlam shouted from the other end of the hall. “Did you really think I’d let you go THAT easily?” the chaos god laughed, the attention suddenly being drawn from him to a shining object flying by the windows at high speeds. Oh no, my dears. This battle is only beginning.” The flaming roar picked up once again as the metallic streak flew by the windows, making a quick ninety degree angle turn and disappearing from sight. The roar of the fire suddenly stopped, the ponies present all suddenly perking their ears in confusion as to what that could have been in the first place. Unfortunately, they quickly received an answer. The ceiling between them and Bedlam exploded downward, a ball of fire causing Midnight and the princesses to rear back. Slowly, the metal object lowered itself into view.

Descending on jets of flame from the bottom of all four hooves, a tall, shining, more advanced version of the Iron Mares dropped down into the hall. The sleek, silver-colored robot stood taller than the usual creations Klokwerk had sent against the palace thus far, standing at least as tall as Princess Celestia. A single crystal horn protruded from the center of it’s head, glowing white in stark contrast to it’s deep onyx eyes. On it’s back rested a pair of large metal wings, however they were obviously different than the pair that Klokwerk and many of his creations were sporting. These wings were intricately designed, crafted to appear and move in much the same way the wings of a normal pegasus would. They even appeared to have individually crafted and placed feathers of polished steel. This loving created craftsponyship was accented, however, by an equally disturbing addition to the machine’s hindquarters. Instead of the usual bushy or styled tail that a normal pony would have, this creation had a long, flat ‘S’ shaped blade protruding from it’s backside. The strange weapon was sharp and flat, like a sickle, and seemed to slowly sway back and forth, even as the creation itself remained motionless.

“What... the buck... is THAT?!” Midnight finally exclaimed, eyes wide as he stared at the monstrosity before him. Bedlam laughed, the draconequus stepping forward. He took a seat on his haunches beside the robot, using it as an elbow rest as he smiled a Cheshire cat, manure eating grin at the ponies.

This... my dear ponies, is a little something I like to call ‘Project Horsepower,’ or as I’ve been calling it, ‘Metalla, the Iron Alicorn!’” The mad god let out an uproarious laugh, the sound echoing through the dim light of the hallway, sending a chill down the spines of his foes before him. “This little beauty is the end result of more than a year of work by the good Dr. Klokwerk. The product of the combined robotic engineering and knowledge of more than a hundred destroyed dimensions! I’m sure by now you know that my Killjoys were stealing gemstones and building materials from locations all around Equestria?” Bedlam scritched his clawed hand under the chin of Metalla, seeming to snuggle against the lifeless piece of machinery. “Well, every item they’ve stole went into the creation of my ultimate weapon, here, She even has a mythril/dragonite compound body, making her practically indestructible!”

“What?! That’s impossible!” Luna shouted back, stepping forward. “That compound was only created a few months ago by-”

“By your alchemists and metal workers?” Bedlam interrupted. “I know. My dear Tumbler stole it, during her time spying as a jester here in the palace!” Bedlam stood away from his newest toy, the mechanical monster leaning down slightly as it seemed to scan over the ponies before it. “There’s no way you can beat my creation. You’ve lost, princesses. Surrender Luna to me now, or be utterly destroyed.”

“Forget it, Bedlam!” Midnight shouted in defiance. “You call THAT a super weapon?! I call it just another toy for me to break!” He turned to Twilight and the rest of her friends, motioning with a smile. “Don’t worry, girls. Go get your Elements. I’ll handle Bedlam AND his toaster.” As he looked over his friends, Midnight suddenly felt confused. On each of their faces, there appeared to be a sudden look of horror, a few of them actually seemed to be pointing behind him. As he turned back, Midnight felt a sudden bolt of energy strike his chest, the surge of electricity stunning his body as he tensed up, losing his balance and falling to the floor. Groggily, he blinked and looked forward, finding Bedlam dancing around Metalla as it’s horn glowed and smoked.

“T...that thing know... magic...?” the stallion grumbled from the floor, Bedlam stopping his celebration as he leaned forward and addressed the stunned pony.

“Focused electro-static discharge! Just one feature of the Iron Alicorn! That, along with some... other surprises.” he said with a grin. The metal pony lifted it left foreleg, a whirling sound coming from somewhere deep inside it. One by one, four claw-like protrusions folded out from the bottom of the metal hoof. Midnight shook his senses back, the new addition to Metalla’s hoof reminding him of a claw from a Skill Crane machine back on human Earth. He didn’t know how right he was. In an instant, Metalla’s hoof shout out from it’s leg, connected by a length of black chain. The clawed hoof impacted Midnight’s neck, the claws instantly gripping tightly around him as the chain pulled his quickly back towards his attacker. The hoof reconnected with leg with a hard !CLANG!, shocking the human-pony and knocking the wind from his chest.

“She slices! She dices! She makes THOUSANDS of Julian fries in seconds! And everything about her is designed for the sole purpose... of killing you.” Bedlam laughed into Midnight’s ear, the pony gasping for air under the tight grip of his metal attacker. With one swift move, the robot lifted Midnight high into the air, bringing him down to the floor with a sickening thud.

“Midnight!!!” Luna cried, the dark alicorn immediately trying to run to her champion’s aid, only to be stopped by the sudden appearance of a black, transparent force field. Again and again, the metal monster slammed Midnight to the ground, a small crack in the stone beneath him spreading farther and farther with each impact. From beside the Iron Alicorn, Bedlam gave the princess a cocky smirk.

“Other features include the ability to send a pony from zero to sixty in 1.2 seconds! Metalla: send our good friend Midnight fr a ride.” With that signal, Metalla stopped it’s assault. Rising up on it’s hind legs, the constructed pony winding back and tossing the battered Midnight down the hallway towards the princesses and Elements. Bedlam did not even bother to lower his barrier as the unconscious stallion flew through it, never losing his momentum as he broke through, shattering it on impact. Celestia, Luna and the friends from Ponyville could only leap out of the way as their defender’s body flew between them, hitting the floor at the end of the hallway and crashing into the far wall on the other side. The impact was enough to shake the floor under them, the wall he struck collapsing down on top of him as he lay, helpless and spent.

“I hope this proves to you just how utterly pointless it is to defy me.” Bedlam said in a monotone voice. “I’m not really a ‘bad guy.’” he said, making finger quotations as he spoke. “Luna...?” the monster spoke, hoping to get his victim’s attention. This proved fruitless, however, the dark goddess sitting unmoving on her haunches, eyes wide and tearing as she looked down the hallway to where her defender and dear friend now lay, unmoving. The patchwork beast tried again, louder this time. “I said, ‘LUNA!’” The princess gave a frightened yelp as she quickly turned, tears flowing freely as she now faced her caller. “... come with me. End the suffering of your people. Put an end to this senseless struggle, and I can almost guarantee your people will never see their end coming. It will be quick, silent and painless. Much the opposite of Midnight’s end. So...” he took a few steps forward, sitting before the guarding Twilight and Celestia as he extended a taloned hand. “... what’s your answer?’

For a moment, Luna thought to give in. She turned to the draconequus, silently staring at his dragon-like hand, pondering the option. He was definitely not his younger brother, Discord. Discord was mad, of course, but he was, above all things, a joker. He would play cruel pranks, trick ponies, alter them, tease them. He would do all those things, and more, but in her entire time fighting him and trying to usurp his power alongside Celestia, he never once killed anypony. Not once. Bedlam was different. So very different. He absolutely, positively did NOT care. Luna looked over to her new friends. Twilight, Fluttershy, Applejack, Rarity, Rainbow Dash and Pinkie Pie: The Elements of Harmony. Would he do the same to them as he did to Midnight? Luna then turned and looked once more down the hall. Midnight... her first true friend since her return from exile. He didn’t judge her. He didn’t fear or hate or cower before her. He... was her friend. He fought for her, for her safety, for her honor. And now, he was gone. Bedlam would not stop. He would NEVER stop. Not until he had her. How many more ponies had to suffer because of her? For a moment, she could feel her forehoof raising up, ever so slightly, ready to reach for his hand....

The explosion took them all by surprise. At first they thought was another impact by one of the Night Guard’s magical projectiles. Perhaps it was another power crystal from a fallen Iron Mare going off. Turning around to the back of the hallway, the gathered creatures noticed a bright red glow, coming from the rubble covering Midnight. Slowly, the large chunks of stone and mortar began to shift and fall, the pony buried beneath now slowly rising back to his hooves as he regained consciousness.

“WHAT!?!?!? Exactly what the hell does it take to KILL YOU?!?!?!” Bedlam shouted, clawed hands on the side of his head, pulling horns down like rubber in frustration. Slowly, the pegacorn raised his head to look down the hall, his friends gasping in shock as he did. As he started moving back to join them, his eyes glowed a bright red, matching his mane, tail and wings. Steam and heat seemed to rise from his flared wings as he slowly walked back to face the beast, warping the air around him as his hooves left scorch marks in the floor. The Elements parted to allow him room through, Midnight choosing to stop only a few feet from the draconequus.

“More than you could ever manage, monster.” he said through clenched teeth. In one fluid motion, Midnight brought his forehoof up and connected with Bedlam’s chin, sending the centaur-like creature stumbling back on his hind legs. After a moment, Bedlam landed on all fours again, standing now beside his terrible creation, his jaw hanging at an awkward angle. He reached up, taking the impossibly hanging mandible in his in his hand and jamming it back into place.

“So, you’ve gone all ‘Second Gear Luffy’ on me? No matter. You’ll still never be able to best Metalla and me combined.” he stated, his wicked smirk returning. “Come on then, hero; show us what you got.” Midnight turned slightly, never taking his eyes off of Metalla or Bedlam as he spoke to his friends.

“Luna, Celestia, girls; go get those Elements. I’ll stay here and handle these two.” he said, his voice strong and unwavering. As stern as he seemed just then, he still seemed surprised by what happened next.

“No.” The simple answer came from Luna, the dark alicorn stepping beside her warrior, an equally determined look on her face. “I’m done running and hiding.”

“Luna...”

“No, Midnight. I won’t do it. Not this time.” She placed a wing over his, lowering he head to point her horn at Bedlam. “Too many ponies are getting hurt trying to defend me. I will no longer stand back and allow this... MONSTER,” she said, hissing out the last word. “to harm anypony else I care about.”

“I’m afraid I can’t allow that, little sister.” Celestia said, flanking Midnight on his other side. “At least... not without providing you backup.” The sun goddess copied her sister, indignantly pointing her horn at Bedlam, as well. The chaos god growled slightly, sensing his chances rapidly decreasing. Midnight grinned at the new prospect of fighting alongside his now princesses, taking the time to repeat his order.

“Alright, then. Twilight, take the girls down and find those Elements. We’ll keep these clowns busy.” he said, Twilight answering him with a nod.

“Right. Will do, Midnight. Come on, girls!” she shouted, running back through her friends as she lead them down the hall to the stairs. Before they disappeared, Fluttershy paused, turning back to the three ponies standing strong against the dark forces threatening them.

“P-please... be careful...” With that, Fluttershy flew after her friends, vanishing down the dark stairway to the foyer.

“Alright ladies, how do you wanna do this?” Midnight asked, staring down their two enemies.

“Bedlam is mine.” Luna said, giving her answer in a quick and cold voice. “Midnight, I have to do this. That monster has some payback coming his way.” Luna said, trying to convince her warrior to stand aside.

“Sounds like I’ll be watching your flank.” Celestia said with a sly grin. “Just like when we defeated Discord, eh sis?” Luna pawed her hoof at the ground, Bedlam and his Iron Alicorn slowly moving into defensive position.

“Yes, I remember. Think you can handle his toy, Midnight?” The stallion charged his own horn in preparation for attack.

“It would be my pleasure, Your Highness.” he said with a smile. “Celestia, what do you say we turn him to stone like you did his brother? Discord could use some company in the hedge maze.”

“You insolent little...” Bedlam sneered, doing a double take to Luna’s words. “Wait, WHAT?! He’s in the STONE GARDEN?! Inside the HEDGE MAZE?! All this time?!” Midnight thrust his wings back, launching himself forward at the mechanical mare, forehooves out to attack.

“You’ll be with him soon enough, you bastard!” The human-pony bolted down the hallway, headed straight for Bedlam. Caught by surprise, the mad god had no time to order his metal guardian into action, the creation standing idle as Midnight suddenly changed course. In a split-second maneuver, the pegacorn veered at a sharp angle, barely missing Bedlam as he thrust out his forehooves, connecting with the side of Metalla, violently pushing the machine through the wall of the palace and out into the adjacent courtyard.

“LUNA, NOW!” Midnight managed to shout to his princess, alerting Bedlam to just what their plan truly was. The beast turned back just in time to see a pair of enraged alicorn goddesses flying towards him, their horns pointed straight at him. The monster was caught completely unaware, defenseless against the attack as the two sisters drove him through the broken door of the vault and out the other side, into the cool night air.

***

“They’re WHAT?!?!?!” the five ponies yelled in unison, Twilight’s revelation causing them to stop in their tracks.

“They’re on their way to kill us.” Twilight repeated, continuing down the hallway towards the stairs. The initial shock quickly wearing off, her friends continued to follow her. “Bedlam explained it just before you five showed up. Without you, the Elements of Harmony would be useless. He sent the Killjoys after you as a back-up plan, in case we wanted to use them against him.” Rainbow Dash zoomed down over Twilight, keeping pace with her as they started down the first set of steps.

“So, how are we supposed to get them, then? Aren’t they in the SAME ROOM as the Killjoys, right now?!” the speedster asked, throwing her hooves up. The six friends started galloping down the next hall, the very real fear of meeting their ends now weighing on their minds for the first time. Twilight continued to remain steadfast, keeping her speed steady as her armor shined in the darkened hallway.

“We shouldn’t have anything to worry about, right now. Trixie and the others are down there, remember? They should provide cover enough for us to retrieve and activate the Elements.” As Twilight lead them down the last stairway to foyer, she paused, holding a hoof up to halt her friends. The sounds of combat from below echoed up the steps, causing her to swallow down her anxiety. Once again, she slowly started to peer around the corner, hoping to maybe find some way around the battle below them and gain access to the fallen case.

“I think we ca-AHH!” Twilight jumped back, a large white mass flying towards her as she went to look. A bewildered Prince Blueblood collided with the back of the landing, leaving a crack in the wall. Shaking his head, he gathered his bearings, looking up at the mares now staring down at him.

“W-what? Lady Twilight? You have to get awahhHHMMPH-!!!” A green glowing mist jetted out from down the stairs, quickly wrapping around Blueblood’s head and muzzle. With a hard yank, the prince was pulled back down to the foyer. The six Elements quickly ran after him, stopping at the landing as she looked out over the battle before them.

The tentacle of magic holding Blueblood winded down to the horn of Tumbler, the jester mare laughing madly. On the ground, Trixie was currently in battle with the mad jester, the two mares currently dueling with ethereal swords sprouted from both their horns. Behind the two unicorns, Gilda carried Big mack as she chased Crash and Burn around the room, the evil mare standing backwards as she rode on her brother’s back, launching bolts of energy at her pursuers. On the ground, Grimdark had Rover pinned, the diamond dog holding the direwolf’s jaws open to keep him from clamping down on his head. Around the great canine’s neck was a lasso, held taut by both Breaburn and Little Strongheart, the two quickly losing their hoofing as the wolf pulled them forward. Beams of black magic flew in all direction from the center of the room, Klokwerk hovering on his prosthetic wings. Around him zoomed Spitfire and Soarin,’ looking for a window of opportunity to strike at the mad doctor.

Twilight charged her horn, her magic resonating through her new Elemental armor before it fired forward, knocking Tumbler off her hooves, the mare rolling across the floor. Blueblood began to fall, released from her hold, only to be caught by Rainbow and Fluttershy as Twilight and the rest ran up to the showmare.

“Trixie! Are you alright!” Twilight asked. Trixie shook her head, catching her breath for the moment.

“We’re holding up, Twilight. But what are you doing here? Don’t you know the Killjoys-”

“Are here to kill us?” the purple mare finished. “Yes, we know, but we need that gold box. It contains the rest of the Elements of Harmony!” Trixie’s eyes opened wide in shock, quickly turning to look across the room at the box. Through the dust and flying bodies, the showmare spied the glint of gold atop the debris of the collapsed ceiling.

“Oh... that’s not good.” Trixie said, Blueblood quickly stepping into the center of the group. “There’s only one recourse, then: we NEED to get that box!” The young unicorn summoned a shield around herself, the barrier expanding until it encased Blueblood, Twilight and the rest of the Elements. Pawing a hoof at the ground, Trixie’s eyes narrowed, focusing on the object in the far corner of the room.

“Trixie, what the hay are you doing?!” Twilight asked anxiously, backing up until her rump touched with back of the protective shell. Trixie looked over her shoulder, giving Twilight a grin.

“You need to get that box, Twilight. It may be the only way to tip the scales of this fight in our favor.” she said, pawing a hoof at the ground as the turned towards her target. “Blueblood! Get ready a beam spell in case we’re attacked on the way. Elements? Try to keep up.” With that, Trixie took off running, dragging the force shield with her, forcing the ponies inside to run behind her, the blue unicorn heading right into the middle of the battlefield. As they hurried away, Tumbler shook the latest attack from her head, looking up just tin time to see a particular pink party pony run right into the battle. A wicked smile crossed her face as she rose to her hooves again.

“Pinkamena... there you are...”

***

Metalla landed with a loud CLANG, legs and wings flailing about as it rolled over and over through the back training yard, stopping as it collided with the far wall. In the air above the yard, Midnight watched it come to a stop, looking out over the adjacent courtyard, he spotted a certain jigsaw puzzle-like creature flying out a large hole in the back wall of the palace, followed by two ethereal flying pony sisters. Quickly, Midnight zoomed over to Celestia and Luna, pausing in the air right beside them.

“So, what’s the plan, boss ladies?” he asked, shifting his watchful gaze from Metalla to the still recovering Bedlam. Luna’s eyes seemed to shine in the pale light of her moon, her stony gaze giving Midnight a slight start.

“Bedlam is our’s Midnight. As much as I know you want to take him down, it must be me and my sister that do so.” Celestia nodded in agreement, the usually bright and cheerful mare seeming out of place in the dark of night.

“She’s right, my friend. She and I have a duty as the rulers of this land to face him ourselves. He must be made to pay for all his crimes.” Midnight grinned, the wicked tone in both their voices assuring him Bedlam was in for some real payback from them both.

“Alright ladies, if you want.” he said, looking back down at Bedlam’s Iron Alicorn, the machine already back on it’s hooves, eyes scanning for an opponent. “I’ll keep his tinker toy busy. Don’t hesitate to call me if you need me!” With that, the three ponies took off from their hover, flying back down at towards their targets.

Midnight zoomed at a downward angle, forelegs extended outward as he closed in on the automaton. The attack plan played out in his mind as he drew closer, a smirk forming on his face. ‘Quick swipe across the muzzle will send it staggering. After that, a hard downward strike on the center point of the back will sever control of the wings and hind legs, rendering this wind-up toy immobile. After that, severe head stomping until it’s dead. Easy-peasy.’ he thought. Unfortunately, like so many things in life, this series of events proved easier said than done. On the ground, Metalla quickly turned it’s gaze skyward, it’s crystal eyes locking on Midnight. As the stallion grew within range, forelegs still extended, the Iron Alicorn raised up on it’s hind legs, extending a forehoof at him. Midnight caught a faint glimmer of magic before he ricocheted off it’s suddenly-created barrier, barreling like a ping-pong ball to the side and rebounding off the courtyard wall.

“Whoa!” the pegacorn cried, barely able to correct his flight path before falling from the sky. “Well, that’s just super! Since when do robots know magic?!” he said to nopony in particular. Turning back to Metalla, he noticed the dark machine fall back to all fours, it’s wings spreading wide as a familiar roar started to build. Slowly, the creation rose up off the ground, jets of fire and flame jetting out from the bottom of it’s four hooves.

“Target: Identified. Scanning... Scanning...” A hollow, cold female’s voice echoed through the courtyard, making the human-pony recoil in surprise.

“Holy bucking hell, you can talk!” he said, the machine tilting it’s head at his words. As much in danger as he knew he was, Midnight couldn’t help but marvel a bit over the most complex piece of machinery he had yet come across in this foreign world. “Well, that indicates a little intelligence. So, how about we go sit down and talk about this over some green tea and 40 weight oil? Sound good, Glados.?” Midnight said, his smart-flanked line failing to make his tense mood lessen any. It proved no uses, though, his enemy either paying no attention to it, or ignoring him outright.

“Action: Engage.” With that, all four limbs leaned backwards, shifting Metalla forward as it began to flap it’s wings, launching itself at Midnight with amazing speed. The stallion pulled his wings in quickly, dropping just in time to avoid the sharp horn of the weapon, the heat of it’s thrusters briefly washing over his head and back as it passed and making him glad he decided to wear his armor. Turning just in time, Midnight managed to maneuver himself out of the path of another dive bomb, pumping his wings hard to rise over the sudden swipe.

“Damn it, this thing is QUICK!” Midnight shouted, making sure to keep his eyes on Metalla this time. After the second pass, the robot rose quickly into the sky, seeming to wait for it’s opponent to join it. Hesitantly, Midnight flapped his wings until he hovered up to roughly the same level of Metalla, pausing to take stock of his options.

“Alright, it’s fast, strong, knows magic and made out of some super strong magic metal.” he said to himself. “What the hell else can this thing do?” Immediately, Midnight regretted that spoken thought.

“Action: Engage. Option: Ballistic Assault.” the robot said aloud, throwing it forelegs above it’s head. The thrusters on the forehooves turned off as the thrust from the hind hooves seemed to double, it’s beautifully crafted metal wings beat to keep it steady in mid-air. From it’s barrel, a pair of panels opened on it’s left and right side, exposing a honeycomb pattern of holes inside. “Target Locked. Firing.” With that, a dozen small booms echoed through the air, a cluster of small projectiles flying from the honeycomb holes towards Midnight. For a moment, Midnight hovered, jaw falling in shock before he turned and took off, the mini-missiles following him in hot pursuit.

***

Bedlam rose slowly off the ground, shaking his head s he did. Regaining his bearings, he looked up at the pair of alicorns now hovering slowly down before him.

“Well, well, well! These kitties have CLAWS! Reow!”the monster joked, pawing a claw at the air towards them. The humor was lost on the sisters, both still priming their horns for either an attack or defensive spell.

“Silence, monster! You’re not joking your way out of this!” Luna shouted, firing off a beam of dark blue energy towards him, causing him to duck under it. “When we’re done with you, they’ll have to glue you back together to put you in the statue garden!” Luna’s mane and tail flared up, doubling in size as her eyes glowed an eerie deep blue.

“We won’t let you destroy this world, monster!” Celestia said following suit, her own multi-colored mane and tail growing bigger, generating a bright glow in the dark of the courtyard. With a single leap, Bedlam launched himself into the air, the sister goddesses following close behind.

“Yes, yes. I’m very intimidated.” Bedlam said, swooning as he leaned back, his taloned claw on his forehead. “Like I haven’t heard THAT line a thousand times in as many now-destroyed dimensions! Tell me, ladies:” he said, laying forward on the empty air. “what makes you think this fight you’re putting up is any different than those put up by any of my other heroes on my previous victim worlds?” Luna’s stare remained unwavering, the moon goddess never taking her gaze from the cocky chaos god.

“We’ve defeated one of your kind before, beast. Your brother, Discord, when it was just me and my sister putting up the fight.” A confident grin forming on her face. “We’re both more powerful, now, our strength now as great as it’s ever been. Not to mention six new bearers of the Elements of Harmony AND Midnight Blaze on our side.” Bedlam leaned back, his paws on his belly as he let out a loud, bellowing laugh.

“Midnight?! HE’S your ace in the hole?! HA!” he mock-laughed. “I’ve known Midnight since he was in his mother’s WOMB, Night Princess. If he’s your trump card, then I’m doing a service to this dimension by destroying it, a pair of daydreaming foals such as you two as it’s leaders.” The two seemed taken aback by the statement, the patchwork creature continuing to laugh in mid-air.

‘How could that be true?’ Luna thought to herself. ‘If Midnight is truly from some other human-populated world, how could Bedlam have know him all his life? If he was in Equestria for centuries like he said, what purpose could e he have watching Midnight when he was a human?’ Bedlam stopped laughing, flicking away a single tear as he caught his breath.

“Oh... I needed that laugh. Thank’s ladies. But now, we really should get down to business.” Locking his clawed fingers together, Bedlam turned them and pushed them forward, cracking his knuckles. The centaur-like beast took a fighting stance before them, a karate outfit and yin-yang emblazoned headband appearing on his person. “My kung-fu is better than your kung-fu!” he said, his lips not matching his words. “Prepare yourselves, ponies!” Celestia and Luna did, leaning forward in preparation for an attack by the beast. As their eyes locked with his, the two sisters paused for a moment, both suddenly being surprised by a gentle tapping on both their shoulders. Quickly, the two turned to see who was begging their attention, only to be greeted by Bedlam’s thick alligator tail sweeping across them position, knocking them both from their position.

“HOME RUN! This is just the beginning, ladies! Try to keep up!” Bedlam laughed as Luna and Celestia righted themselves, mid-fall.

“This is going to be tougher than I thought, sis.” Luna said, using her magic to hover a moment while she stretched her struck wing. “If he’s anything like Discord, this battle could go on for a long time.” Celestia hovered in front of her little sister, giving her cover as she reverted back to using her wings to stay aloft.

“Remember what Midnight said, Luna: He’s probably the weakest of the draconequus.” Celestia reminded. Though dozens of yards away, Bedlam still snorted at the reminder of his  shortcomings. “Together, we can wear him down.” The sun goddess gave Luna a wink over her shoulder, turning back to Bedlam with a sly grin. “Don’t worry, Luna. If Bedlam was even half the Chaos Lord his little brother is, we’d be in real trouble.” That was all it took. The cocky, smug look on Bedlam’s face disappeared, quickly replaced by a look of rage. The mis-matched creature beared his teeth, the air around him distorting as he summoned forth a massive amount of energy.

“I... am...” the evil beast growled, eyes starting to glow dark red. “... A THOUSAND TIMES THE CHAOS LORD HE IS!!!” Inhaling deeply through his nose, Bedlam focused his evil power be fore him, forming it into an ever-growing ball of black energy. The ball floated in front of his face, Bedlam leaning back slightly as he held his breath.

“Tia...?” Luna whispered in concern. Celestia only raised a hoof to pause the younger mare, motioning for her to keep an eye on the coming attack. Opening his mouth wide, Bedlam let out a mighty roar, the ball of energy forming into a searing beam of dark power. Quickly, Celestia and Luna flew off, dodging the blast, the beam searing the ground below as it cut a deep swath along the courtyard. Dragging the beam after Celestia, Bedlam didn’t notice Luna swinging around behind. It wasn’t until the pair of hard forehooves struck the back of his head, dazing him. The beam of energy broke, vanishing as the draconequus spun and fell towards the ground.

“Excellent move, Luna!” Celestia yelled down to her little sister, motioning downward toward their opponent. “Come on! Don’t let him recover!” Together, the two sped down towards Bedlam, the monster correcting himself a few yards from the ground and turning just in time to be caught by the Royal sisters. Each gripping an arm, Luna and Celestia drug Bedlam down to the scorched floor of the courtyard, the impact creating a crater as his body slammed quickly to the ground. Quickly, Luna and Celestia sprang back to a safe height, swirls of dust and smoke following as they did. Panting slightly, the sisters could make out a slight laugh, growing slowly from the impacted ground below.

“He... hehehe... nice. Very nice...” Slowly, Bedlam beat his wings, blowing away the dust, the monster slowly starting to clap. “Bravo, ladies. Bravo. I truly didn’t think you had it in you.” With a single beat of his wings, Bedlam joined them back in the air, cracking his neck and knuckles as he looked down at the crater he formed. “And here I was, thinking this would be TOO easy. I’m glad to see you have at least a little fight in you.”

“There’s plenty more where that came from, you maniac.” Luna said, defiantly. “I might not be as strong as my sister, but I’m still an alicorn, and a princess of this realm. I will do everything in my power to defend myself, my sister and my ponies from any and all threats.” Luna and Celestia held their position in the air, floating as they kept their magic at the ready. “As long as there’s a breath in this body, you WILL NOT win!” Bedlam cracked a smile, flaring his wings out once again as he prepared another charge, fangs beared.

“That sounds like a challenge to me, princess!”

***

“CRAP!”

*BOOM!*

“DAMN IT! HELL!”

*BOOM*

“AAHHH! BUCK! SHITSHITSHITSHIT!!!”

Midnight galloped up the side of one of the large parapets of the courtyard, wings carrying him up and over the top of the spire as he tried to avoid the onslaught of Metalla’s missiles. The stallion was able to dodge the initial attack, the dozen projectiles flying easily over his as he ducked to the ground. It wasn’t until he turned and watched them curve in mid-air that he realized just how bucked he was. Taking off through the yard, he managed to kick a barrel in their path, causing two to detonate. The rest, unfortunately, have been following him relentlessly ever since.

Launching himself off the top of the tower, Midnight looked down at the spot in the yard where the Iron Alicorn was last. Metalla had since taken off somewhere, leaving him to wonder what surprises she had in store for him next. He didn’t have to wonder long, the huge machine appearing in the air in front of him as he looked for the missiles again. With a powerful downward strike, Metalla brought her two forehooves down on Midnight, sending him to the courtyard below. In his pain, Midnight could barely make out the remaining missiles as they turned to follow him.

“You gotta be KIDDING me!” he shouted, opening his wings to slow his descent. Mere yards from the ground, the stallion managed to correct himself, swooping upward back towards the robot with the projectiles close behind. He stretched his forelegs forward, heading straight at Metalla as she prepared another strike. As he grew closer, Metalla swung her heavy metal leg at her target, hitting nothing but red smoke as Midnight teleported away at the last moment. From his new position on the cone of the tower, Midnight watched Metalla’s eyes glowed brightly as the remaining missiles broke through the smoke, colliding with it’s metal body in a massive explosion. The clockwork pony flew end over end, arching in the air as it started to descend back to the ground. Quickly, all four boosters clicked on, Metalla barely catching herself.

“Oh, no ya don’t!” Midnight checked himself into the barrel of the robot, sending it back into a wild free fall. Swooping back around again, he went into a climb underneath her, retracting his wings as he used his magic to move him into his next attack. Quickly, the pegacorn struck the body and chest of Metalla, his armored hooves sounding like a jackhammer on sheet-metal as each strike sent him and Metalla high and higher into the air. The Iron Alicorn struggled to recover, it’s magical processors unable to form any real defense against the relentless assault it was now under. Midnight quickly turned below her, rearing his hind legs back. The warrior released his blow, both hooves striking under Metalla’s chin, sending her end over end to the other courtyard where Luna and Celestia were engaged with Bedlam.

“Damn it! I didn’t want to send it over there!” Midnight thought, watching the flashes and smoke rise up from the other battle. Metalla crashed down through the top of the wall, falling into the yard and out of sight. “I gotta get down there! The sisters are gonna need my help!”

***

Bodies flew in every direction as Trixie and Blueblood escorted the Elements through the battlefield. The six friends cringed as they saw their friends tossed about and fighting for their lives.

“Almost there! Get ready!” Trixie shouted as they approached the Element case. “When this force field drops, grab those Elements, and use em! We won’t be able to hold these freaks off much longer!” The eight ponies stopped , Blueblood and Trixie standing before their friends as they kept an eye out for any attackers.

“Get those Elements, ladies. Trixie and I will handle these ruffians!” Blueblood said, trying his best to look refined, despite his dusty and disheveled appearance. Twilight galloped up the pile of rubble towards the case, taking it in her magic. Quickly, she scanned over the case, undoing the magic lock holding it closed.

“Alright, girls! Get ready!” One by one, Rainbow, Applejack, Pinkie Pie, Fluttershy and Rarity arched their necks, Twilight’s magic levitating the five necklaces out of the box. Each Element flew down, latching themselves around it’s respective Bearer’s necks in a flash of magic.

“o/` oh, Pinkamena... o/`” a sing-songy voice rose up from the sounds of combat. From the dust and chaos of the room, Tumbler stood on her hind legs, a magical construct of a mallet in her one forehoof, a baseball bat in the other. Though half-hidden by her jester mask, the wicked smile on her face was still evident. “I’m here to settle the score between us, Pinkamena... right here, right now!” Taking a running start, the jester mare leapt into the air, flipping end over end as she flew over the Elements. Pausing for a moment, the maniac swung back both weapons, dropping down towards the mares below, only to be stopped barely by Trixie and Blueblood’s shield spell.

“Gaahhh! Twilight, get those Elements ready!” Trixie shouted, straining with each attack to her shield. Though sharing in the expense of magic, Even Blueblood seemed to sweat and struggle under the pounding attacks of the magic weapons. Twilight immediately focused her spark of magic, a ribbon of rainbow power emanating from her tiara around each of her friends, causing their necklaces to react. Slowly, the five Bearers rose off the ground, eyes closed as their Elements shined brightly and expanded, covering them in light. As the glowing aurora around them grew brighter, Tumbler’s attacks slowed to a stop, the Killjoy watching in wide-eyes horror as a burst of magical energy knocked her back through the room. Quickly riding to her hooves, she had every intention o running back to continue her assault, but was stopped by the sight before her. Standing behind Trixie and Blueblood were all the Elements, each now fully clad in armor resembling Twilight’s.

“Oh, my... this is marvelous!” Rarity exclaimed, looking over her new outfit. “Twilight, this is just like your armor! It’s an entire matching set!”

“And it’s not over yet. C’mon, girls!” Instinctively, the five friends gathered around Twilight, getting into formation as the purple mare gathered her magic to charge the Elements and bring this battle to a close.

***

Despite his feelings towards lowering himself to the level of the beings he sought to conquer, Bedlam felt that tearing Celestia limb from limb and breaking every bone in Luna’s body warranted the kind of behavior he was demonstrating now. The draconequus furiously flapped his wings, claws slashing just out of reach of Celestia’s tail as he followed her in circles up the observation tower. Each swipe sent out razor-like flashes of light that collided with the tower, breaking off pieces that rained down in the yard below. With a quick turn, the sun goddess flicked her mane, the resulting flash searing Bedlam’s eyes, causing him to slow as he recovered. That was all the time Luna needed. Coming from his side, Luna landed both hind hooves against his side, sending him through the outer wall of the tower and out the other side, causing a hole from one end to the other.

“Amazing shot, sister!” Celestia praised. Luna gave a quick bow and smile, playfully acknowledging the praise.

“Twas a pleasure, big sis. Besides, I learned from the best.” Tia smirked, recalling the day in their fight against Discord when the exact same move was planned out and executed with the same results. The lighthearted moment came to a quick, crashing end as a loud boom came from behind the two, drawing the attention of both. In the yard of the courtyard below, they could see a shiny metallic figure, crashing through the top of one of the walls as it stumbled to the ground.

“Is that Bedlam’s robot contraption? I thought Midnight was handling it.” Celestia said, spying the shaking machine. Right on cue, Midnight appeared above the collapsed wall, looking down on Metalla as he appeared to be looking for a good way to continue his attack.

“He has it covered, sister.” Luna reassured. “Let’s not get distracted from the task at hoof. Bedlam will be recovering soon.” The pair returned to their vigilance, waiting for the mismatched creature to recover and attack.

“Damn those goddesses! Why is it always SO HARD for the natives of the worlds I invade to accept that me showing up means their world is doomed?!” Bedlam hovered out of sight of the two ponies on the other side of the damaged tower. From his vantage point, he could see the top half of the tower shake slightly from the obvious trauma to the load-bearing beams and structures. Instantly, Bedlam had a wonderfully wicked idea. Quietly, he floated to the side of the tower, standing on all four legs against the side. Leaning forward, he placed his two large hands against the side, and began to push. Pressing hard against the top of the tower, he started pushing it forward, hearing the bricks and beams give way as it started to break free towards the sisters.

Back on the ground, Metalla’s internal magical programming was working overtime, trying to realign itself to optimal killing efficiency. It’s crystal eyes scanned through the dust and smoke, seeking out any heat source or ethereal signatures around it. Though still dazed, the Iron Alicorn did manage to spy a pair of powerful auras, flying just above the courtyard. Sensing hat it’s system were not yet at 100%, Metalla decided to buy itself some time. Channeling it’s internal energy into it’s eyes, Metalla focused a powerful beam of energy from the glowing twin gems. The beam road up the side of the already stressed tower, turning at a sharp angle and running down Luna’s side. The dark alicorn screamed in pain, all six limbs tensing as her eyes screwed shut before her body went limp.

“LUNA!!!” Celestia and Midnight cried together, their combined yells echoing through the open air as Luna impacted the ground. Midnight quickly went into a dive towards Metalla, forehooves outstretched as he piledrove the robot to the ground. Flying back from the strike, he looked across the yard, finding Luna struggling to stand. Flaring his wings, he moved to fly to his fallen princess, only to be drug hard to the ground, a hard pressure holding onto his hind leg. Turning back, he could see Metalla’s metallic claw once again holding him tight, preventing his escape as he rushed to help his marefriend. Keeping it’s grip on Midnight tight, Metalla aimed her crystal eyes back towards Celestia, launching another powerful beam of magic at the sun goddess. Diving quickly, she managed to evade the attack, the beam hitting an already damaged spot on the tower, blowing out pieces of brick and stone. On the other side, Bedlam continued to push, the top half of the tower giving way under his strength.

Amidst the sound of crushing stone and snapping wood, the top section of the tower and it’s spire broke away, sliding forward toward Celestia. Easily, the alicorn avoided the broken building. Unfortunately for Luna, the story was much different. From the dirt of the courtyard, Luna watched as her sister dodged Metalla’s beam, watching as pieces of the tower blow out under the attack. The night princess covered her head with her wings, guarding against the falling rock as it landed all around her.

“Luna! Get out of there, now!” Midnight shouted, reaching out in vain with a forehoof towards the mare. Cautiously, Luna drew back a wing, spying the look of dread on her champion’s face. The princess looked back up towards her sister, finding only the falling top half of the tower in her view. Injured from her fall, Princess Luna could only watch as half of the observation tower collapsed down, the entire mass falling on her, burying her under tons of brick and stone.

“LUNA!!!!” Midnight wailed as he watched Luna vanish under a wave of debris, the plume of dust kicking up, blacking out his view as he felt Metalla finally let go of his forehoof.

“YES!!! I got one! I FINALLY got one!!!” High above the destruction, Bedlam danced in the air, spinning and moving in celebration of his successful attack. The steady stream of tears running down Celestia’s stunned expression only added to the sweetness of the moment for the beast. “Metalla, my dear?” Bedlam shouted down to his mechanical servant. “Be a dear and finish Midnight and Celestia for me. I’m going to give the Killjoys a quick check.” With a snap of his fingers, Bedlam vanished, leaving his Iron Alicorn to do his dirty work.

“Luna! I’m coming, Luna! Hold on!” As soon as Bedlam vanished, Celestia quickly dove down towards the rubble, only to be stopped by another beam of dark magic. Dodging just in time, the sun princess was met in mid-air by the charging Metalla, it’s razor-like wings barely missing her horn as she flew by. Pausing in the air, the robot fired off it’s forehoof at Midnight as he tried to recover, it’s clawed hoof grabbing him by the foreleg. With a single flick of the fetlock, Midnight was sent whipping up into Celestia, the two ponies crashing into the side of the ruined tower.

“Oh, my aching... everything...” Midnight grumbled from under Celestia’s flank, his face half buried in the dirt. Shakily, the sun regent rose up off of him, giving the chance to stand again. The human-pony stood up beside her, lowering his horn towards the slowly hovering Metalla. “It seems like she wants to keep us from getting Luna out of the rubble.” he said flatly, a forehoof wiping away a small trickle of blood from his lip.

“Well,” Celestia said. “it looks like if we want to dig out Luna, we’re going to have to destroy this monstrosity first!” A devious smile spread across Midnight’s face, his eyes focusing on the target before him.

“Sounds like a plan to me, Princess. Lead the way!”

***

“Everypony, in together now!” Trixie hollered an order to her troops, drawing their attention as they struggled against their opponents. “Subdue these hostiles, NOW! We need to buy the Elements some time!” Without hesitation, the members of the elite team moved into action, each knowing that this was the moment they were waiting for.

Fearlessly, Trixie charged at Tumbler, the jester still disorientated from the initial blast of energy from the Elements. Amidst a storm of magical chains, Trixie managed to subdue the mad mare, ensuring the trap by gripping her in a choke hold from behind. Swooping down from her holding pattern above the room, Gilda scooped up Big Mac again, tossing the large stallion at Crash and Burn, still taking shots at the heroes around the room. The farmer pony knocked the unicorn mare off her brother’s back, his weight dragging Crash to the ground with a heavy thud. Now free from having to dodge the bolts of magic from his sister, Soarin’ and Spitfire dove onto Crash’s wings, keeping the massive pegasus pinned to the ground. Flailing her legs, Burn fell helplessly to the floor, landing hard on Klokwerk as he took shots at Rover, promptly ending their fight. In one fluid motion, Blueblood managed to capture both the deadly beauty and the mad doctor in a magical net, effectively canceling out both their magical abilities as it held them in place.

“You won’t be taking me so easily, you little runts! Nopony can beat Grimdark!” the direwolf shouted, swiping a heavy paw at Gilda as she flew by. The moment of distraction was all Rover needed. In an instant, the diamond dog swung part of a large pillar at the huge wolf, hitting him in the back of one leg, while Little Strongheart bucked hard against the other. The monster wolf fell to one side, Gilda pouncing down on him with all four paws. Quickly, the griffin wrapped her body around Grimdark’s hind leg, Strongheart pouncing on and holding the other. Rover threw the marble pillar he held to the side, jumping on the wolf as well. Dodging the snapping jaws of the largest Killjoy, the canine grabbed both his forepaws, holding on to them as tightly as he could, keeping him on the ground.  Once incapacitated, Breaburn tossed out his lasso, managing to catch Grimdark’s muzzle, silencing the beast as he took the wolf’s powerful jaws out of the equation.

“Twilight! Now’s your chance! Use the Elements!” Trixie shouted, struggling under the strain of holding her adversary, each kick or pull weakening her grip. For a moment, Twilight’s magic faltered. Before her were her new friends, each struggling and fighting to hold the Killjoys in place. Even now, the five attackers still struggled, each still intent on freeing themselves and returning to their mission; the destruction of the Elements of Harmony.

“B-but Trixie, what about you?! You’ll be caught in the blast, too!” Twilight cried, holding her power steady as she waited to another way, ANY other way to launch her attack. Still holding tightly to Tumbler, Trixie smiled at her old rival.

“If it keeps you all safe, then it’ll be worth it.” Her voice was steady and sincere, her tone unwavering, and in that instant, that instant, Twilight’s resolve was sealed. Gathering her energies, the channeled her magic through her Elemental tiara and the remaining Element necklaces. IN a moment, she would be ready to strike.

A sudden flash of light appeared above the room, announcing the sudden appearance of Bedlam to the creatures gathered. Trixie and her team stared in stunned horror at the beast, while their captives were fueled with a sudden dim glimmer of hope. For a moment, thought, Bedlam seemed more than content to simply gaze around the large foyer.

“Master! Please, give us some help! We need you!” Klokwerk cried, attempting to reach out to the god-monster. Around the room, his Killjoy teammates echoed the sentiment, each still fighting to break free from their holders. For the most part, Bedlam seemed throughly annoyed.

“Help you?! You’re STILL having trouble with the Equestrian Avengers, you stupid little creatures?! All the power and training and time I put in to make you the most destructive killers in the world, and you STILL fail me?!” The draconequus shook his head, giving them a disappointed look. “You’ve all failed me for the last time, my Killjoys.” Turning, he spotted Twilight and the others ready to release their Elements on the group. Taking this as his cue to leave, he gave one last cocky wave to his team. “I leave you to your fate, Killjoys. I have work to do. And just so you know, I won’t say I’m mad, just... disappointed.” With that, Bedlam blinked out of existence, just as a wave of chromatic power burst skyward from the six friends from Ponyville. The palace defenders all closed their eyes, ready to take the full brunt of the attack in order to defend their friends and princesses. Reaching the ceiling, the wave curved down back the floor, curving once again as it roared and swept through the mass of creatures in the foyer.

Cautiously, Trixie opened her eyes. Looking down at her hooves through a shimmering rainbow mist, she realized that Tumbler had disappeared. Turning around at her fellow warriors, she noticed all their captives had vanished as well. The group looked at each other, confused as to where their enemies had gone. However they did not need to look far. Through the roar of magic, they all still managed to make out the faint sound of screams. Turning to the back wall of the foyer, they were shocked by what they saw. Pinned to the wall above the first flight of stairs were the Killjoys, the intense beam of Elemental magic holding them in place as it penetrated their very beings. Soarin’, Spitfire, Rover, Big Mac, Breaburn, Strongheart, Gilda, Blueblood and Trixie all walked easily through the glittery magic, seeming no more to them than a gently summers breeze, watching in amazement at the power the Elements of Harmony could expend on those truly corrupt at heart.

Eventually, the magic from the Elements did die down, leaving Twilight and her friends panting as the energy ceased to flow through them. Each beared watched as their newly discovered armor faded from their bodies, turning into shimmering dust as they returned to their respective jewels. Slowly, the five Killjoys slid down the wall. Hitting the landing, they each slowly rolled down to the base of the stairs, all still panting heavily from the attack. Trixie and Twilight approached first, making sure to keep a close eye on the five as they did.

“Carousel!” Pinkie cried, taking off her necklace as she rushed forward to her old friend, only to be stopped by Twilight.

“Pinkie, wait!” she quickly exclaimed, blocking her with a hoof. “We don’t know how they’re react. This isn’t like when we fought Nightmare Moon.” Still, Pinkie leaned forward, looking down on the ravaged Tumbler, once known as her dear friend, Carousel. Tumbler looked up from behind her ruined jester mask, reaching a hoof up to remove the broken ceramic smile. Holding it, she looked over the surface before tossing it aside, the mask bouncing across the floor into the rubble of the room. In a move almost too unexpected, Tumbler lunged forward between Twilight and Trixie, wrapping her forelegs around Pinkie Pie.

“... ... ... ... thank you...” From the floor at her hooves, Tumbler’s words were barely audible as she hugged Pinkie’s forelegs, sniffling as she slowly began to sob. “... Pinkie Pie... thank you... thank you all so much...”

“T-Twilight...” Applejack asked, coming up at her side. “what in tarnation...?” she said, gesturing with a hoof up at the wall where the Killjoys were held in place. Twilight gasped at the strange sight before her. Against the wall, hissing and roaring as they stayed pinned in place, were the Killjoy’s shadows. Each silently struggled against the surface as their dim outlines slowly began to fade away. One by one, the shadows faded into puffs of black smoke, until they were gone, blown away in the cool night air. The two unicorn mares looked back at the remaining Killjoys, noticing a complete difference in them all. Klokwerk was leaning against the side of the stairs, frightfully prodding at his prosthetic horn with a hoof. Burn had curled up in her big brother’s forelegs, weeping uncontrollably as the much larger Crash held her tight, trying to comfort her through his own tears. As for Grimdark, the massive direwolf had crawled away and curled in the far corner of the room, tail between his legs as he whimpered into his paws.

“Twilight,” Trixie said, just above a whisper. “what in the world just happened?”

***

Having gained a second wind, Metalla’s attacker were coming in full force. Hovering in place above the courtyard, the machine was alternating between concentrated magic beams from it’s eyes and failing attempts to grapple one of it’s two enemies with it’s claw. Quickly, Celestia and Midnight circled the robot pony, trying to keep it guessing as they launched their own beams of energy off all around her. The distraction tactic seemed to be working for the moment, but they needed a plan soon if they wanted to walk away from this fight.

“Princess! I think I have an idea to stop this thing, but I’ll need some help!” Midnight yelled above the roar of energy around them.

“Good! What do I need to do?” Slowing his air speed, Midnight flew just above the sun goddess, keeping a watchful eye on Metalla the entire time.

“First, we need to get that thing out of the palace ground, where nopony will be hurt by what I have to do! Then, you need to keep it in one place until I can strike!” Celestia nodded at the pegacorn, looking back over to their opponent.

“Consider it done, Midnight!” With that, Celestia went into a sudden dive to the courtyard floor. Midnight kept his string of magic flying at Metalla, keeping it on guard. From below, Celestia went into a fast rise under the machine, her horn aimed high as she tightly closed her eyes in anticipation of impact, hoping Midnight’s attack was keeping it busy. Amidst the sound of grinding metal and a shower of sparks, the gamble proved effective, Celestia’s horn piercing Metalla’s barrel and sending it up and over the back wall of the courtyard toward the empty field behind the palace. After a moment of uncontrolled free fall, the Iron Alicorn landed hard against the ground, it’s body and wings damaged from the unexpected assault from the sun princess. Amidst the sound of grinding gears, Metalla started to rise, only to be struck back to the ground.

“Oh, no you don’t!” Midnight shouted, his horn still glowing from the bolt of lightening he fired off. “Princess, keep the strikes up! I’m going in!” Following the young warrior’s instruction, Celestia charged her horn, releasing another bolt of lightening, sending the metal soldier back to the ground.

“What are you planning to do, Midnight?!” Celestia shouted, keeping the strikes random as she began galloping around the disabled creation. In the sky, Midnight began to circle the air above Metalla, his own horn charging s he recalled a number of spells taught to him by Twilight during their training.

“The best I can!” he shouted, the wind beneath him picking up in accordance with his spell. Beating his wings furiously, the pegacorn flew in a tight circle around the robot, slowly rising as the winds picked up. Celestia kept her assaults up, dodging a few random beams fired of by Metalla as it frantically tried to recover it’s hoofing. Cautiously, Midnight rose higher, keeping his spell building up more and more until it could maintain itself around his target.

“Celestia! Keep up the attack! Change to fire!” Midnight shouted as he spiraled up.

“Fire?! How am I-”

“You’re the sun goddess! Incinerate that sucker!” Celestia looked at the struggling robot, feeling a wicked grin form on her muzzle.

“Incinerate...? Gladly.” Releasing one more powerful bolt to stun Metalla, Celestia’s mane and tail flared back with a sudden rush, the solar winds around her picking up in the tornado Midnight had created around their target. From deep inside her body, Celestia could feel a power rising to the surface. It was a power that the sun goddess had all but forgotten, a power not called upon since the most desperate days of the struggle against Discord. Celestia inhaled deeply through her nose for several long moments, holding the air inside as her internal temperature grew higher and higher. Leaning back, Celestia focused her power. Opening her mouth, the sun alicorn leaned forward, opening her mouth as she breathed out a blazing, searing hot jet of fire. The bright red and orange jet of flame washed over Metalla, instantly driving all of her magical sensors to their limit, effecting blinding her as her crystalline circuits fought to compensate. More and more fire washed off of Metalla, slowly filling the tornado spell Midnight had created. Looking down the eye of the storm, Midnight saw his target, still trying to gather itself enough to counterattack.

“Good... Stay right there, you walking blender.” Midnight flew higher and higher, the funnel of flame below him lighting the dark Canterlot night. As he climbed, Midnight could feel the air growing colder with each turn, each breath suddenly having to be taken with more and more effort. “Alright hero, it’s just about time...” The chill in the air was just about unbearable now, each pass chilling the stallion to the bone. “Alright, then... here goes everything.” Summoning up another spell, Midnight formed a small protective shell around himself, covering his entire body only about an inch from the surface. Rising only a few more feet, Midnight tucked his wings at his side, going into a sharp dive straight down the center of the tornado, aiming directly for Metalla in the eye below. Once again, Midnight opened his wings, beating them furiously as he dove, increasing his speed. “Rainbow Dash helped me before... I just hope the spiral of this storm gives me the boost I need...” he thought, already noticing the mach cone forming in front of him. With forelegs outstretched, the pegacorn could feel his fur, mane and tail flying back, pulling as the mach cone broke, sending him into another sonic rainboom. Just before the impact, Metalla looked up, Midnight noticing an almost surprised look in it’s dead crystal eyes before everything went dark.

“Oh, this is gonna suck...”

With a boom loud enough to break all the remaining windows in Canterlot Palace, Midnight collided with Metalla, a large, chromatic mushroom cloud lightening up the mountainside behind the palace and dispersing the flaming tornado. Walls crumbled, plant life was incinerated and Celestia was sent flying back towards the palace. Tumbling end over end, the sun princess crash into a weak courtyard wall, winding up on her side as the winds and dust blew over her. After a few moments, the injured and pained Celestia was able to look up again. Scanning the ground before her, Celestia found a large, deep crater, pieces of metal, gears and wiring scattered all around the area. In the center lay the only section of Metalla that could still be recognized as the robot; one foreleg, still connected to the broken neck by a section of shoulder, the head, with broken horn and half missing face plate, stared eyeless out into space. Slowly, Celestia approached, ever cautious of the monster that moments ago was still trying to kill her. Poking the chin of the robot with a hoof, the princess was met with a violent jolt from the broken section, The last remaining energy in the creation causing it to weakly move forward. Rearing back, Celestia brought both forehooves down hard to the head and neck of Metalla, violently stomping and grinding the still recognizable section into the scorched dirt until, finally, the last of it’s magical charge faded away, leaving it lifeless.

“Oh, thank the stars... that’s over...” Celestia panted, allowing herself a moment to center herself before leaving the crater. Her wings were damaged, though one could not tell simply at first glance. She could feel a dislocation at the shoulder of one, and perhaps a break in the ulna of the other. Or was that the radius? She could never tell. Looking around the area, she scanned for Midnight, the young stallion nowhere to be found. She paused, closing her eyes as she focused on a magic sensing spell to locate him, finding only a sharp pain in her forehead. With a cringe, Celestia reached up to her horn, running a hoof along it’s length, finding the source of the torment; a hairline crack running down the front, almost splitting in two. “Well... looks like I won’t be flying or casting for the rest of the night. I just hope Midnight can assist me in recovering Luna before Bedlam returns.” Though still concerned for her sister, Celestia took comfort in knowing that the both of them were still protected by their godhood. Though Luna must be injured under the destroyed tower, she was, after all, an immortal alicorn. With some rest, the night princess would most definitely be completely healed by the light of day. Depending on if Celestia could raise the sun in her current state, that is.

“Aww... you broke my toy, Celestia! And I didn’t even take out the warranty on it!” The sun regent’s blood ran cold, the dark voice above her freezing her in her tracks. Looking up, she spotted Bedlam, casually floating on his back in mid-air, all four legs cross with his hand folded behind his head. “Kudos to you and Midnight, though. I designed that robot to withstand everything from absolute zero to bubbling lava. Good thing I decided to bail when I did.”

Though in no shape to fight, Celestia knew that she was, at the moment, the only thing standing between her sister and the mad draconequus. Putting on her bravest face, the princess spread her wings, fighting the urge to cringe in pain as she displayed before the beast.

“I don’t care if I’m the only pony here, Bedlam. This fight is NOT over yet! Come down here and face me, you coward!” Bedlam regarded her with a confused look for e moment before breaking into a loud laugh.

“Oh, you ponies are ALWAYS good for a laugh! My dear Celestia, the fight is ALREADY over!” Reaching behind his back, the mad god pulled from nowhere a large cage, Princess Luna chained and bound inside.

“Luna!” Celestia shouted, trying to race up to her captured sister, only to fall back to the ground on injured wings. From the dirt, Celestia could hear Bedlam snicker at her failed attempt at heroism. “Let her go, you heartless MONSTER!!!”

“Sister... I... I tried to fight, but he...” Luna sobbed from behind the bars. Celestia’s jaw dropped as she stared in wide-eyed horror at Bedlam’s prize. Tears in her eyes, Luna leaned against the bars, reaching down with a hoof to her sibling.  “... big sis... please... help me...” In an instant, the cage vanished in a puff of smoke, changing into a pink purse, zippered inside was a shrunken Luna, struggling to escape. With another snap of his fingers, a pair of pink sparkling sunglasses appeared on Bedlam, complete with matching beret and leather jacket.

“Oh, this whole ‘Ruined Canterlot’ scene is SOOOO last week.” Bedlam joked, sliding the purse containing Luna over his shoulder. “I’m so TOTALLY out of here.” Spreading his mis-matched wings, the pink ensemble vanished, Luna returning to her cage, floating like a balloon on a string from Bedlam’s wrist. “Don’t worry, Celestia; you’re still invited to my ‘End of the World’ party. Starts in about.. Oh, I don’t know... six hours!” The beast went into another round of laughter as he turned, Luna still reaching for her sister through the bars. “See ya later, sweet-flank! Happy Apocalypse Day!” With a single flap of his wings, Bedlam was off, disappearing with Luna in a matter of moments, leaving Celestia alone on the ruined hillside.

“... Luna... sister...” Celestia could feel tears rolling down her face, making no attempt to stop them as her legs gave out. Slowly, the sun princess sank to the ground, resting her face in her folded forelegs as she sobbed in the cool, dark night. “... Luna... I’m so sorry... we... I failed you...” Celestia felt numb. Every other feeling in her body, every other thought or emotion, every other memory was shut out. Only the overwhelming pain of losing her sister, for the second time, rang in her mind. In the devastation and pain all around her, Celestia failed to notice the ponies approaching from the destroyed palace walls.

“Princess! Princess Celestia!” Twilight’s voice rang in Celestia’s ears, almost sounding muffled under the screaming pain in her mind. “The Killjoys are defeated! The palace is secure! Are you alright? What happened?” Barely looking out of one tear-filled eye, she could see her student’s hooves slowly moving close. “P-princess... w-where’s Luna? Where’s Midnight? W-what happened to Bedlam?”

“...h-h-he t-took her...” For the first time in her thousands of years of life, Celestia, goddess of the sun and ruler of Equestria, found herself whimpering. Barely able to raise her aching head high enough to look at Twilight, she continued sobbing as she explained. “S-she was trapped and... while M-Midnight and me were fighting... B-Bedlam...” Twilight’s face fell as she gasped in shock, the rest of the Elements and Trixie galloping up at that moment. Turning to them, her terrified expression told them all the needed to know.

“Oh, no... we’re too late...” Rarity whispered, looking over the area. Rainbow and Fluttershy immediately flew up above the area, surveying in all directions as Applejack and Pinkie Pie helped the fallen princess back to her hooves.

Trixie looked around, her horn lighting the darker areas of the burned out area they now occupied.  “Well, where the hay is Midnight? Did he go after them?” She and Twilight looked at each other, each knowing instinctively to scan the area with sensing spells. They didn’t have to look far. Almost instantly, both directed their horns at the center of the impact crater. Approaching slowly, together they felt just below the surface, feeling something soft and lifting buried beneath the surface. Reaching out, they took hold of it, slowly bringing it out from the dirt. Trixie’s and Twilight’s blue and purple auras carefully lifted carried Midnight out of the hole, placing him on the ground as Fluttershy and Rainbow beside him. Slowly, the red barrier Midnight had formed around himself before impact flickered and faded, leaving the dazed and groggy.

“Hey, big guy. How you feeling?” Rainbow asked, patting the slowly rising stallion on the shoulder. Shaking his head, Midnight put a hoof to his temple, his actions now coming to the forefront of his mind.

“Ugh... oh, wow... glad that worked...” Looking around at Trixie and the Elements, all still wearing their jewels, Midnight suddenly felt a sense of dread creep down his spine. Looking around, he noticed the lacking of one certain very important pony, as well as the twisted form of one very dangerous draconequus. “Oh, boy... where...where’s Luna?”

Celestia moved too fast to be seen by the mortal eye. In one quick, fluid motion, the sun goddess turned around, eyes still red from crying, delivering a powerful right hook hoof strike to Midnight’s cheek, sending the human-pony reeling before finally stumbling to the ground. The other mares gasped in shock as they watched their princess sneering in anger over the crumpled form of the warrior.

“... where’s Luna...? ... WHERE’S LUNA?! Luna is GONE, Midnight!!! Taken, by that monster, Bedlam!!!” Celestia pointed a hoof towards the sky, aiming in the direction Bedlam had flown off. “He took her out of the rubble while you were taking your nap in the dirt and flew off!!!” Despite the pain in his cheek, Midnight quickly stood up, galloping past his friends as he returned to courtyard where the tower had collapsed. Sure enough, the rubble had looked like it had been disturbed, shifted from the last time he saw it. Falling back on his haunches, the pegacorn stared blankly at the last place he had seen his princess.

“How did he manage to get her, though?” He could hear Twilight asking Celestia, the two ponies approaching him from behind. “He appeared in the foyer just before we stopped the Killjoys. He wouldn’t have time to dig her out of all that mess. It just doesn’t make sense...”

“He’s a draconequus!” Celestia snapped back, causing her student to cringe. “NOTHING a draconequus does makes sense!” Celestia could already feel her immortality healing the bones in her wings, taking a deep breath to calm herself. “I’m... I’m sorry, Twilight. But this is it. This is the last straw.” Celestia started trotting off back to the palace, carrying herself tall and regal as went. “It’s time I do what I should have done the moment Bedlam appeared.” Quickly, Twilight, Trixie and Midnight went after her, the other Elements close behind.

“A-and what’s that, Princess?” Trixie inquired.

“I’m calling Behemoth and Veloc.” The flat, cold tone in which Celestia spoke gave the ponies with her chills. Contacting the Dragon Overlord and Griffin King was a serious matter, and the fact that Celestia had finally resolved to get them involved show them all the limit to which she had been finally pushed. “I should have had them involved from the beginning. It was my own folly that they were kept away. But no more. With any luck, they can have several legions a piece here in a matter of hours.”

“Princess?” Midnight said cautiously as he trotted up behind her. “I... I have to-”

“NO!” Celestia snapped, turning around as she stared the pegacorn right in his face, the rest of the ponies pausing at this second outburst. “No more out of you !You had your chance, and you failed! You had my sister’s complete trust, and you let her down!” The sun goddess leaned back, feeling tears build in her eyes once more. “I can’t believe I trusted you! Stars above, I actually started to LIKE you! I should have known... no good can EVER come from associating with humans.” Midnight could actually feel his heart break. All at once, he was back to the moment he first work up in Equestria; feeling lost, hurt and utterly alone in a world that wasn’t his. The only being in the world that truly cared for him was gone, and it was all his fault. “I’ll get her back in my own way.” Leaving the stallion and mares behind in the ruined courtyard, Celestia trotted away, heading to back to her throne room to begin preparing for war.

Slowly, Twilight approached Midnight, placing a hoof on the distraught stallion’s shoulder in a failing attempt to comfort him. “Don’t take what she said to heart, Midnight. Princess Celestia has had to live without her sister for a thousand years, and trying to help her adjust hasn’t been too easy, either. She didn’t mean any of that.” Midnight looked at the ground, shaking his head as his eyes began to water.

“No, Twilight... she’s right.” he sniffled, turning to look up at the sky where Bedlam had flown off from. “Everything Luna has done for me since I arrived... she saved my life. She brought you girls in to teach e the secrets of flight and magic... she made me feel like...” Again, Midnight sniffed back the tears that fought to come out, closing his eyes before they began to fall. “... she made me feel home. And I let her down...” Twilight and Trixie walked up to Midnight, each giving him a comforting hug, tears flowing freely down his muzzle.

“We’ll get her back, Midnight. No matter what it takes.” Trixie stated. “I’ll go and organize my team right now. We’ll be ready to leave in a matter of minutes.”

“And so will we.” Twilight added, the rest of the Elements echoing the sentiment as the drew closer to the human-pony. “We don’t care what we have to face. We’re getting Luna back.” Midnight’s ears perked at her last words, the stallion shrugging out of their hold, turning to face the mares as he shook his head in response.

“No, you’re not. Luna is gone because of me. I need to be the one to get her back. By myself.” Twilight moved forward again to get close to Midnight, only to he kept at bay by an outstretched foreleg. “I mean it, Twilight! She was counting on me, and I let her be taken! I need to get her back, and I’m going alone. I won’t let any other ponies suffer because of my mistake!” In a flash of red smoke, Midnight vanished, leaving the seven friends in the courtyard.

“What in tarnation?! Where’d he go?”Applejack asked to nopony in particular. At that moment, another red flash appeared high above their heads, Midnight appearing in the sky far above them.

“He used a teleportation spell?!? I-I can’t believe he learned that so quickly...” Twilight said in shock. After a very brief free fall, Midnight spread his wings and started to fly, heading away from the palace. “What is he doing...?”

“He’s going after Bedlam himself, that idiot!” Rainbow shouted, quickly zooming up to intercept the pegacorn. Her attempt was in vain, however, Midnight quickly teleporting again and again, further away each time. In spite of her fastest flying, Rainbow eventually lost sight of Midnight, the dark coated pony easily vanishing from sight in the dark night sky. Defeated, RD returned to her friends, still waiting with baited breath in the ruined yard.

“I lost him.” she said, landing with a dejected look. “He’s on his way to find Luna right now, all on his own. That poor guy...” Together, the friends hung their heads. For the first time in their lives as the Element Bearers, they had truly felt like all hope was lost. Luna was gone, Celestia was unapproachable and Midnight was off to face a monster all on his own. Unsure of what to do next and too exhausted to even begin to plan a way out, the seven mares slowly headed back to the palace.

And then, Pinkie felt the ground shake.

“Girls... did you feel that?” Pinkie asked, pausing near the pile of rubble that once was a tower. Her years working on the family rock farm had trained her to recognize shifting stone. A seldom used skill that served her now as  It was small at first, almost unnoticeable. A slight rumble underhoof. Then, another, as if something shifted slightly, only to stop abruptly. The rest of her friends looked at her, still too out of touch at the moment to pay her much thought. The pink pony’s ears swivelled back and forth as she waited and listened, her eyes finally widening in shock as another slight movement alerted her to the amazing truth.

“GIRLS! Help me dig, NOW!” Hopping up on the pile of rubble, Pinkie began to kick out and shove large pieces of rock from the huge mess. Pushing them with her nose and hooves, the earth pony put her naturally stronger muscles to work as her friends moved to join her.

“Pinkie Pie? What exactly are we-”

“Just! Keep! Digging!” The party mare cut off Fluttershy’s question, causing the pegasus to quickly start baling rocks off into the open yard. Working together, the mares flung rock and brock and stone in all directions, furiously digging into the debris. Nopony spoke as they followed Pinkie’s lead, working their way deeper and deeper. Nopony, that is, until Twilight noticed something, too.

“Trixie...? Rarity...? Do you sense that...?” she asked, timidly. Pausing, the other two unicorns closed their eyes, horns glowing slightly before both gasped in surprise. “Yeah, I thought so. Everypony!” Twilight announced. “Get off the pile! Rarity, Trixie! Help me!” Following the order, Pinkie, Fluttershy, Applejack and Rainbow hopped off the pile, standing well out of the way as the three unicorns tore through the debris. Together, they dug deeper into the center, partially disappearing from view of the four watching as they started cautiously removing one stone at a time. After a few tense moments, the three mares recoiled in shock, stepping back from the pile as the four bystanders picked up the slightest hint of a cough.

“Oh, my...” Twilight whispered in surprise, slowly walking back to the center of the pile. AJ, Rainbow, Fluttershy and Pinkie approached, each straining their neck to see over the rubble to what their friend had discovered. Slowly, Twilight rose from the center, carrying a larger, dark blue pony on her back. Together, the six remaining ponies froze, eyes wide as they looked at the broke, but still very much alive form of Princess Luna.

“... Thank you, Twilight... (cough, cough)... it’s good to be out of that mess...” the night princess said, weakly. Her wings were obviously broken, held at her sides in an uncomfortable looking manner. Her horn was intact, though missing a slight chip from the tip. Her coat was dusty and muddy, hading been driven into the dirt of the yard by the force of the falling tower. In spite of all that, the wounded goddess still seemed able to greet her friends with a smile, albeit a weak one. “... I’m assuming the battle is won, you all still alive and well..” The ponies present barely heard her, each of them still staring dumbfounded as she limped off of Twilight and stood before them. Luna looked around at the devastation in the courtyard, shaking her head in sorrow.

“Such ruin... we’ll rebuild it, however. It’s all we could do, now. So, tell me;” she said smiling, still looking around the battlefield. “Where’s Midnight?” Quietly, Twilight cleared her throat, getting Luna’s attention as she broke the bad news.

“Princess Luna... Midnight is gone. I think... he’s flying right into a trap...” Next Chapter: Forgiveness - Part 1 Estimated time remaining: 1 Hour, 34 Minutes