Before I get any grief for what I'm about to introduce here, remember the magi-tech armor that Scootaloo had in Inner Demons, and the technology used in Elysium. The shout out is obvious here, but I thought about this for a while.

Chapter 10: Attack on Ponyville – Ponyville's Fall

Strangely, Octavia brought Vinyl and that pink pony into the library. Vinyl thought they should have been trying to get out of Ponyville, but Octavia insisted that they needed to get a few things here before leaving.

"What do we need here, anyway?" Vinyl asked, looking outside the window making sure that no one was coming in.

"There are a few books on magic here," Octavia said, "We'll need them for later."

"W-why did you two save me?" the pink pony, who Vinyl learned was named Diamond Tiara, asked, "You don't know me."

"Eh, ask Tavi," Vinyl said shrugging, "She saw you running through Ponyville and was all 'we need to make sure that pony is safe' so here we are."

Diamond Tiara looked down, "I want to find Apple Bloom," she said.

"Who?" Vinyl asked raising an eyebrow.

"That's a friend of hers that moved to Canterlot a few weeks ago," Octavia called out from the second floor, "Vinyl, catch."

She threw down a large book, which Vinyl grabbed with her magic. The title of the book read "Ancient Spells and Artifacts".

"Why do we need this book?" Vinyl asked.

"There's a spell I need to find in there," Octavia said from the second floor, "Princess Twilight never let me read that book, but with everything going on right now I get the feeling we'll need it."

"Huh," Vinyl sat down and opened the book, "Diamond, could you lock the door?"

Diamond Tiara nodded and went over to the door as Vinyl looked through the book. She stopped when she reached a chapter on the Elements of Harmony, "The lost Element?" she glossed over the chapter, amazed by what she was reading, "Hey Tavi, did you know that there's supposed to be seven Elements of Harmony?"

"That's the lost Element," Octavia said, now searching for a book on the first floor, "Few ponies even know it existed, but scholars believe that because the Element of Magic was made in present times, the books that speak of six elements of harmony are actually referring to what would now be a seventh lost element. That's not what we're looking for though."

"Might help us out though," Vinyl said closing the book. She'd read more on that later.

"Apple Bloom... help me..." Diamond Tiara sobbed. Vinyl turned to her and saw that she was lying on the floor holding her head as if in pain.

"Hey, are you okay?" Vinyl asked running over to her.

"My head..." Diamond Tiara said, "Something is... missing..." she started crying. Vinyl didn't know what was wrong with her nor did she know how to save her.

"Vinyl, there's something else we need downstairs," Octavia said trotting over to them, "Is she okay?"

"I don't know, you tell me," Vinyl said, "You know more about this than I do, as weird as that sounds."

Octavia responded by walking over to Diamond Tiara and rubbing her back, "Vinyl, start heading downstairs and wait for me there."

Vinyl shrugged her shoulders and started heading downstairs. Here she saw what looked like a laboratory. There were machines all around, and all of them were powered by magic, which meant they were really advanced.

"Weird..." she said walking around, "What kind of machines are these?"

"The Princess was working on special prototype weapons," Octavia said trotting downstairs with Diamond Tiara with her, "We're going to take two of those weapons with us."

"You mean steal them?" Vinyl asked raising an eyebrow, "I don't know... why do we need weapons anyway?"

"If we're going to survive, then we'll need an edge," Octavia said walking over to the work table, "This attack is just a cover for the real threat."

"Real threat?" Vinyl asked more so herself. For some reason, she found herself looking at Diamond Tiara, who was sitting by herself in a corner looking dejected. Why did they even bring her along? And why did Vinyl get the feeling that she was directly connected with that threat?

Vale and Fluttershy were knocked out of the house by a black flame. Both of them caught themselves in the air, and looked at the house as Scarlet Gala trotted out.

"Now," Scarlet Gala said, "Let's see what an angel of Elysium an' a soon ta be fallen Element can do."

Vale thought that was strange, but she shook it off and charged at Scarlet Gala, firing beams of light out of her horn. Scarlet Gala jumped and dodged out of the way of the attacks, and then shot a black flame out of her front hooves at Vale. She took to the skies to dodge, and then flew down over to Scarlet Gala using her horn as a lance.

"No!" Applejack called out, running over to the fight. Unfortunately Flim and Flam, still under Scarlet Gala's spell, grabbed her and held her still as the fight commenced.

Scarlet Gala grabbed Vale's horn when she lunged and threw her to the side, but Vale caught herself and pointed her horn at the Earth Pony. She was about to fire her largest light spell, but Applejack broke away from Flim and Flam and grabbed Vale.

"Please, don't hurt her! That's mah grandmother!" Applejack pleaded.

"Out of my way!" Vale said pushing Applejack to the ground and stepping forward, "Solar Flare!"

A bright light came out of her horn, blinding Scarlet Gale briefly. While her opening was still present, Fluttershy flew over to Scarlet Gala and began throwing punches at the demonic mare. At first she blocked, but once her eyesight recovered she dodged to the side, and spun on her front hooves kicking Fluttershy with her back leg engulfed in fire.

Fluttershy fell back screaming, and Scarlet Gala turned to the magic generator for the farm and shot a black flame at it. The generator exploded instantly. Applejack ran over to Scarlet Gala and earnestly hugged her.

"Granny Smith, why are ya doin this?! Stop it, please!"

"Shut up!" Scarlet Gala said, pushing Applejack off of her and punching her in the stomach, "Ah don't know why ya keep callin me that, but ya brought this onto yerself!"

"W-what 're ya..." Applejack said trying to get up, but Scarlet Gala kicked her back onto the ground.

"These fields have been tended to by Earth Ponies fer generations! You have the audacity ta call yerself an Apple, yet ya introduce magic ta our fields!"

"But... it was the only... way ta..." Applejack said, trying again to stand, only to be knocked down again. Vale had enough, and she charged at Scarlet Gala leading with her horn. Once Scarlet Gala caught her, she began firing light rapidly out of her horn, knocking the Earth Pony back. Vale trotted over to her about to strike again, but Applejack got up and jumped in front of her.

"Applejack, get out of my way!" Vale commanded, but Applejack shook her head.

"Ah don't know who ya are or why ya know mah name, but Ah won't let ya hurt mah grandmother!" Applejack said.

"That monster over there isn't your grandmother anymore! She a demon that's unfortunately using her face and body! The most I can do for her is put her out of her misery!"

"Ah watched her have a heart attack an' die, Ah ain't gonna watch her die a second time!"

Scarlet Gala shot a black flame at them, but Vale grabbed Applejack and pushed her aside, using her wings to block the flame.

"You aren't this weak!" Vale said through gritted teeth, "Get up and fight!"

Fluttershy stood on her hind legs, and pushed forward with her forelegs creating a large gust of wind and pushing Scarlet Gala to the ground. She then held one foreleg forward creating a tornado that knocked her further, actually into the barn. Flim and Flam charged at her, but Vale shot two small white beams at them, knocking them out.

"You need to get out of here," Vale stated, "Grab your child and husband and move."

Fluttershy nodded and ran back to the house. Scarlet Gala slowly got out of the barn as Vale turned to her, her eyes glowing green.

"Ah may have underestimated ya," Scarlet Gala said, "But there won't be anymore distractions."

"Agreed," Vale said, "You're evil is not welcome here!"

Applejack was about to run over to her, but Fluttershy grabbed her and pulled her back.

"Applejack, let's go!" Fluttershy commanded.

"But-"

"Macintosh and Daisy are up now! We have to get out of Vale's way!"

Applejack shook her head, but she was led off by Fluttershy. Flim and Flam got up as they ran past them, and they immediately followed.

"So angel, ya wanna go fer round two?" Scarlet Gala asked, surrounded by black flame. Vale stomped her foot, getting ready for one of the hardest fights of her life. Not only was this mare a Class A demon, but she had the added powers of an Element of Harmony.

And her luck up until now was so great too...

"Sheesh, glad that's over," Scootaloo said after knocking out the last of the hooded ponies that attacked her. She looked around and saw that the pony who lead them was gone. Did he go searching for Diamond Tiara?

"Damn it!" Scootaloo said, "I have to-"

"Scootaloo!" Sweetie Belle called out from a distance. Scootaloo turned around and saw Sweetie Belle running up to them, Twilight on her back.

"Sweetie Belle! Is Twilight alright?" Scootaloo asked running up to them.

"I don't know," Sweetie Belle said, "This stallion that looked like Trixie assaulted us in Diamond Tiara's mansion. Where's Diamond Tiara?"

"I lost her in the confusion," Scootaloo admitted, "I just hope that she got to Dash."

"Hope who got to me...?" Dash asked as the mysterious golden armored pony carried her over to them, Pinkie Pie next to her.

"Dash!" Scootaloo called out running up to them, "What the hell happened?!"

"Ambushed..." Rainbow Dash breathed out, "Too many... Sons of Midnight..."

"Pinkie Pie..." Twilight asked softly, "Why aren't you... in your... armor...?"

"It won't turn on..." Pinkie Pie admitted, "I'm sorry, but I don't know what's happening."

Twilight looked like she knew though, because her expression was grave.

"Scootaloo," Rainbow Dash asked, "Do you still have that?"

It took a second for Scootaloo to realize what she meant, but she nodded once she did, "Yeah Dash, I have it."

"Good..." Rainbow Dash said, "Now listen to me, I need you and Sweetie Belle to get your things, and then meet up with us at the train station..."

"Do we know where Spike is?" Sweetie Belle asked.

"He and I got separated during the fight," Pinkie Pie said somberly, "He mentioned calling for help, and then went searching for someone named Vale."

"We'll can't worry about Spike..." Twilight breathed out, "Girls, get your things... and get ready to meet us..."

"Twilight, are you going to be okay?" Rainbow Dash asked, "You seem really hurt."

"Unfortunately, she's fine," a deep and powerful voice stated. Everyone turned around and saw who Scootaloo assumed Sweetie Belle meant by a Trixie look alike, "I can't say the same for the rest of you, Elements of Harmony."

Rainbow Dash got off the armored pony (who hadn't said a word for some reason) and staggered forward, "Everyone, get moving..." Rainbow Dash stated.

"I'm not leaving you alone!" Scootaloo shouted, "I'll fight too!"

"Kid, go with Pinkie Pie and get your things," Rainbow Dash commanded, but Scootaloo shook her head.

"Dash! I can still fight! Let me fight next to you, please!" Scootaloo urged.

"Scootaloo, go!" Rainbow Dash shouted, her legs shaking she was so tired, "It'll be time for you... to fight... soon... but not yet... Please just trust me..."

Scootaloo hated this. All she ever wanted was to fight by Rainbow Dash's side. Now she was old enough to not get in the way, but she still wouldn't let her fight. Scootaloo gritted her teeth and turned to Sweetie Belle and the armored pony.

"Let's go!" she said reluctantly. Sweetie Belle and the armored pony nodded and ran off. Tracy tried to run after them, but Scootaloo noticed Rainbow Dash charge at him knocking him down.

"Dashie, no!" Pinkie Pie cried.

"Come on Pinkie Pie!" Sweetie Belle shouted, "We have to go!"

Scootaloo hated leaving her alone too, but for a slightly different reason. More like an added reason.

Dash, why won't you let me fight next to you?

"Sweetie Belle, let me down..." Twilight said.

"Twilight?" Sweetie Belle asked.

"He wants me... and Dash isn't looking to good," Twilight said, "Please... I'll be fine..."

Sweetie Belle reluctantly knelt down, letting Twilight off her back. Twilight immediately ran over to Rainbow Dash's side, firing her magic as well. All they could do was trust that they would be alright.

Looking out at the destruction in Ponyville were two winged figures. They answered Spike's call for help, feeling that this issue required a personal touch.

"That stallion looks powerful, so be careful Tia."

"You as well Lulu," Celestia said.

Luna sighed shaking her head, not having the patience to scold her as usual. Instead she and her sister flew into Ponyville, both heading to different directions.

Vale was knocked back from Scarlet Gala's black flame. Vale got up, but had to take to the skies as Scarlet Gala fired another black flame at her, destroying the remains of the Apple family house.

While still in the air, Vale fired darts from her horn at Scarlet Gala, who jumped and dodged out of the way.

"Is this the power of an angel?" Scarlet Gala taunted, "Ah expected more from ya!"

She jumped up, and turned into a black fireball actually flying past Vale, who flew out of the way just in time.

"Why am I having such a hard time?!" Vale asked herself. She was a Class S Angel! She was supposed to be stronger than this!

Scarlet Gala screamed and created a large wave of fire that scorched the entire land. Vale saw all of the animals scurrying away in fear. She didn't even care about the wild life.

This was why demons were the scum of Terra...

"I will make you pay demon!" Vale shouted charging up her entire body, "HOLY LANCE!"

A large white lance made of light appeared next to Vale. Using her hoof, she threw it down at Scarlet Gala, who actually fell back from the attack. Scarlet Gala got up, and retaliated by creating a large fireball above her and throwing it at the Class S Angel, and knocking her out of the sky.

She would have hit the ground hard, but someone ran underneath her and caught her just in time.

"You okay?" Vale heard. She opened her eyes and saw her savior, her heart leaping out of her chest for some reason.

Spike...

"Aw, ain't that cute?" Scarlet Gala said walking over to them, "Who's he? Yer knight in shinin armor? He has the look for it."

"Shut it you..." Vale said as she and Spike got up. Vale was about to charge, but Spike held out his hand, "What are you-"

"You need to rest," Spike said, "I'll hold her off while you catch your second wind."

Vale laughed in disbelief, "You're going to fight her? Sorry dragon, but this is my fight. Stay out of it."

"Ooh, fiesty huh? Tell you what, you think you can still fight, then fight. I'll just do what I want," Spike said with an arrogant smirk. Sheesh, she forgot how arrogant this dragon was. Sweet, yes. Humble, anything but.

"Ugh, fine. But if you die it's your fault," Vale said stepping forward and stomping her foot again.

"I'll be fine," Spike said swinging his spear over his head. Both Vale and Spike charged at Scarlet Gala. The two of them took turns swinging, thrusting, and in Vale's case, firing magic. She was amazed by how well she and Spike worked together.

She was also amazed by how much stronger she felt. She could beat this mare.

Scarlet Gala jumped back and fired a black flame out of her front hooves. Spike stood in front and spun his spear shelding them. At the same time, Vale flew straight up and fired a white beam at Scarlet Gala.

She jumped to the side to dodge, but Spike began rapidly thrusting with his spear. As Scarlet Gala moved out of the way of the assaults, Vale flew around them firing her darts at Scarlet Gale. Amazingly, she timed her assaults perfectly with Spike's movements, never hitting him once.

I feel like I'm on fire! I can't lose!

Spike pushed Scarlet Gala back with his spear as Vale landed. The two of them then turned to the side, and kicked Scarlet Gala. Vale turned to look at Spike, her heart racing for some reason as he smiled at her.

Why did this dragon affect her so much?

Scarlet Gala forced herself up, her entire body surrounded by black fire, "You think Ah'm done? Think again!"

Scarlet Gala charged at both of them, surrounded in black fire and becoming a black fireball. Spike saw the attack first and pushed Vale out of the way, screaming in pain as he took the attack full force.

Seeing Spike fall back from the attack hit something inside Vale. Her heart sank, and for some reason, seeing him not moving scared her to no end.

"SPIKE!!!" she screamed, a bright light engulfing her. Scarlet Gala turned around, shocked by what she was seeing.

"How... she was so weak before..." Scarlet Gala said, backing away from the glowing alicorn.

"JUDGEMENT!!!!" Vale shouted. Above Sweet Apple Acres a magical circle appeared, something charging in the center.

The Elysium Tower began charging up energy and gathering it at the tip in the bottom of the tower. After charging for a few more seconds, it fired a white beam down to the surface.

The magic circle fired a large white beam down on Sweet Apple Acres, destroying the rest of the farm, and also knocking Scarlet Gala really far back. Vale, who was exhausted from summoning so much magic, fell down to the ground.

Scarlet Gala staggered to her feet and dusted herself off. That didn't hurt her as much as it would have had she not been wearing her armor, but it still hurt, and it worried her.

"So that's why she's a Class S..." Scarlet Gala said, "Ah better report ta Black Sun."

She walked off. She got everything she needed, and if that angel was that strong, she would need help in taking her out.

But to use Elysium itself as a cannon? Just how strong was she?

Tracy shot lightning into the sky, trying to hit the Pegasus flying above him. While he was distracted, Twilight charged at him with her horn. He met her assault with his own horn, and the two of them clashed horn for a while until Rainbow Dash landed.

Rainbow Dash charged over to Tracy, engulfed in electricity. She then turned into a lightning bolt to tackle him, but Tracy jumped away from Twilight just in time. When he jumped back, Twilight pointed her horn forward, her eyes glowing red. She then fired a red beam out of her horn, but Tracy created an electric shield.

After blocking her attack, Tracy created an explosion of electricity sending Twilight flying back. Just as he was about to finish off the demonic Alicorn, Rainbow Dash flew over to him and began throwing punch after punch pushing him back. She was tired, yes, but to defend her friends she'd do whatever it took.

"Annoying bitch!" Tracy shouted, thrusting his horn to Rainbow Dash's chest and electrocuting her, "Now, there's nothing standing in in my way," Tracy said kicking Rainbow Dash back, "Queen of Darkness, you're coming with me."

Twilight tried her absolute hardest to stand. She was already tired from fighting him earlier, but now she could barely work up the strength to rise.

"Twilight... no..." Rainbow Dash said reaching out to Twilight. Sadly, even she was getting to tired to move on.

"Solar Ray!" a powerful voice shouted from above. Tracy looked up and had to jump back as a golden beam shot at the ground between him and Twilight. Twilight was shocked when she saw the white Alicorn that fired it land in front of her.

"Celestia..." Twilight said looking up.

"Princess?" Tracy asked, "How can you defend this monster?!"

"The only monster I see is the one standing right here in front of me!" Celestia proclaimed.

"I don't have any beef with you!" Tracy said pacing around Celestia, "Get out of my way!"

"Tell me why you're trying to kill my dear Twilight Sparkle!" Celestia asked, surprising Twilight. Did Celestia call her...?

"She's the main reason my sister is dead! Her, the Master of Harmony, and the Elements themselves! They killed my sister!"

Celestia looked away in sadness, "You poor soul, you've been horribly lied to in the worst way," she said somberly.

"Black Sun told me everything!" Tracy shouted, "He even showed me the events that led to her death! That monster behind you played with her emotions and led her down a path of darkness! Even now she's leading others down that path!"

Those words stung, because they were the truth. She did lead Trixie down a dark path, and initially she didn't care about her as anything more than a pawn. It wasn't until later that she...

"Twilight has committed many crimes in the past," Celestia said, "But she has more than made up for those in my eyes. Besides," Celestia drew her swords, "I don't want her to die. She means too much to me!"

"Then forgive me Princess Celestia," Tracy said, "But by the power granted within me by Black Sun, I will take both your life and the life of the Queen of Darkness!"

Tracy fired a bolt of lighting at Celestia, who blocked with one sword. She then swung with her other sword sending a golden shock wave at Tracy, who rolled to the side out of the way and continued to fire at the golden armored princess, who remained calm and collected the entire fight.

As the two ponies continued to fight, Twilight just looked in awe at the Princess. She didn't expect her to come to her rescue like this. She even said that she meant a lot to her. What did that mean? Did Celestia truly...

"She... loves me..." Twilight said, tears in her eyes, "She really loves me!"

"Twilight, look out!" Rainbow Dash shouted, catching Twilight's attention. She looked as one of the Sons of Midnight jumped up and was about to grab her. Normally she would have been able to fight back, but somehow she felt helpless lying on the ground like that. All she could do was scream.

Before the pony reached her though, a blue beam of energy shot out at him, knocking him back. Twilight looked behind her and saw something that made her frown in shock.

play this song

A white Unicorn pony with a blue mane and tail, standing on her hind legs holding one of her forelegs forward. The pony was wearing heavy blue body armor made of mythril that was fashioned sort of like a knight, and the leg pointed forward was turned into some sort of cannon. On her head was a blue visor.

"That suit..." Twilight said, "That's the prototype I was..."

The blue armored Unicorn jumped high into the air, flipping a bit before firing more of those blue beams at Tracy, knocking him back.

"What the hell is that?" Tracy asked.

"That's too cool..." Rainbow Dash said, still tired but unable to hold in her excitement. What she was seeing was amazing.

That wasn't all though. Another figure dashed out toward Tracy. This figure was a gray Earth Pony with a long black mane and tail, and she was wearing red and white body armor. Hers was bulkier than her Unicorn partner though, looking more like a samurai. In her mouth was a sword, but the blade looked like it was made of green magic.

"Y-you!" Tracy exclaimed looking at the gray Earth Pony, "Why are you standing in my way?!"

"Just paying a friend back in advanced," The Earth Pony said, confirming who Twilight thought it was.

"Octavia!" Twilight shouted, standing up, "Where did you find those magi-tech suits?!"

"Where do you think?" Octavia said standing on her hind legs with ease and hooking the blade in her mouth on her right foreleg, "Thank you for making such nice suits of armor for me and Vinyl."

Tracy backed away as Octavia elegantly walked toward him, one hoof in front of the other with as much ease as Spike or any other creature that stood naturally on two feet. Tracy looked behind him and saw Vinyl also walking on her hind legs, her gun arm pointed at Tracy. Celestia put her swords away slowly, looking at the scene before her in shock.

"Twilight, what are those?" Rainbow Dash asked as she and Celestia galloped over to her and helped her up.

"My prototype magi-suits," Twilight said, "But how is Octavia able to..."

"If I were you, I'd retreat," Vinyl said, "You clearly lost this."

Tracy was about to attack, but Octavia pointed her blade arm pointed at his neck.

"Can you truly beat us?" Octavia asked, smiling evilly. Tracy looked away irritated and then jumped away from all of them.

"I'll finish this some other time," Tracy said, "Until then, don't you DARE die on me, Queen of Darkness."

Tracy then slammed his hooves on the ground creating a puff of smoke. Much like his twin sister, he was seen last minute running away.

Octavia deactivated the blade as Vinyl's cannon turned back into a regular hoof. The two of them got down from their hind legs just as Twilight ran over to Octavia and grabbed her shoulder.

"Give those back!" Twilight demanded. Octavia responded by grabbing Twilight's foreleg and kicking her back into Celestia and Rainbow Dash.

"Whoa! What was that all about?!" Rainbow Dash asked.

"Sorry, but I'm not giving either of these suits back," Octavia said, "I need an edge if I'm going to get what I want."

"And what is it that you want?" Celestia asked.

"Answers," Octavia said looking away, "I feel like there's something I need to understand, and this power will help me get those answers."

Octavia and Vinyl turned and walked away, but Vinyl took one last look at Twilight before leaving.

"Oh, one more thing," Octavia called out as they were walking, "I'm keeping both the suits and the sword."

"Both the suits and the sword?" Rainbow Dash asked, "What does that mean?"

"I don't know, but I have to-" Twilight was about to run after them, but Celestia held her wings out to stop her.

"Right now isn't the time," Celestia reasoned, "Let's deal with them when we're not pressed for time. Right now we have to get to the others."

Twilight hated knowing that Octavia stole from her, but she had no choice but to leave her be. At least for now they weren't in the wrong hooves. No, they weren't in the RIGHT hooves either, but better in the possession of a wild card than an enemy.

"Your right Celestia," Twilight said, "Let's find the others."

Celestia and Rainbow Dash nodded, and the three of them galloped after Scootaloo and the others. Hopefully they would be ready to leave when they got there.

Sweetie Belle, Pinkie Pie, and the armored pony waited outside as Scootaloo got ready. Sweetie Belle had no idea what she was doing in there, but she was more concerned with who wasn't there with them. Where was Diamond Tiara and Silver Spoon? Diamond Tiara vanished in all the excitement, and she got separated from Silver Spoon running away from Tracy.

They were all falling apart.

"Oh Rarity, what would you do?" Sweetie Belle asked looking up. She noticed that the armored pony from before was still there, but who was she?

Before she could ask her, the front door opened and Scootaloo walked out, now wearing a familiar black armored suit and helmet. It took a minute for Sweetie Belle to remember where it came from.

"My..." Sweetie Belle said, "Scootaloo, you kept that?"

"What? Thought I'd keep the bike and not the whole get up?" Scootaloo said, "Rainbow Dash salvaged it from the fight ten years ago, saying that I'd need it again one day."

Scootaloo slammed a hoof on the ground, and her helmet and visor formed on her head. Seeing Scootaloo like this brought back painful memories, as it was a reminder of how they had turned their backs on Apple Bloom. Who would have thought that they'd be using that same power, right?

Well, might as well go all the way.

"Hey, could we stop at Carousel Boutique on the way?" Sweetie Belle asked, "There's something there I need to get too."

Scootaloo looked at Sweetie Belle intently, and then nodded in understanding.

"Alright, let's go."

The four of them ran to Carousel Boutique, Pinkie Pie lagging behind a bit. She fell over as they were running, forcing Sweetie Belle, Scootaloo, and the armored mare to stop.

"Pinkie Pie!" Sweetie Belle called out, seeing Sons of Midnight running up behind her.

"That's the biggest cliche EVER!" Scootaloo shouted, flying back and activating her armor's flame throwing cannon. She then shot a stream of fire at the hooded ponies, making them run away. Even after they were gone, it took a second for her to let the fire die out.

"I forgot how much fun I had setting things on fire," Scootaloo said with a familiar smile on her face. She then remembered Pinkie Pie behind her and got serious, "Are you okay?"

"Yeah... sorry I'm so helpless..." Pinkie Pie said somberly.

"Nah, I'm sorry I lost myself in the moment there," Scootaloo said, "I mean, when you saw me like this I-"

Pinkie Pie put a hoof on Scootaloo's mouth stopping her, "This time you did it to protect me. That's fine. Don't worry about it."

Scootaloo nodded smiling as she helped Pinkie Pie up. Sweetie Belle breathed out in relief and they continued their journey through Ponyville. Something inside Sweetie Belle was telling her that things were about to get really bad.

"Scarlet Gala, you found what you were looking for?" Black Sun asked as Scarlet Gala returned to his side, now wearing the armor from the Element of Honesty.

"It wasn't hard," she said, "But that angel from Elysium might be a problem. She knows how ta use Judgment."

"I see, that presents a problem," Black Sun said, "But one for another night. We're almost prepared to release the first pillar," at that moment, Tracy appeared next to him as well, "And were you successful?"

"The one I told you about interfered," Tracy said, "She was wearing some sort of battle suit. If there weren't two of them and Princess Celestia, I'd have finished them off."

"Princess Celestia?" Black Sun said, "Then that means Luna is nearby as well. Quickly, prepare the releasing spell."

Some of the Sons of Midnight bowed to him and ran off as Black Sun trotted over to the pony they found that caught his interest. He wished that he didn't have to magically bind her, but she would retaliate and attack him if she woke up prematurely.

"My dear Silver Spoon, I hope you can forgive me for what I'm about to do."

Luna was waiting at the train station. She decided to wait there for them, as she saw that everyone was pretty much okay. Scootaloo could handle herself for the most part, and hopefully the others weren't too far away.

"Princess!" she heard from a distance. She looked out and saw Fluttershy running up to her with her husband and child with her. A little behind her was Applejack and two other ponies Luna had only seen once, but her dreams indicated that they were her lovers.

That new age stuff always went over Luna's head.

"It's good to see you, Element of Kindness," Luna said, frowning when she saw Applejack, "Element of Honesty, you are not equipped for combat?"

"Ah... Ah..." Applejack said looking away in sadness and shame. What did Luna miss?

Before she could ask anything else, she saw Twilight, Celestia, and Rainbow Dash run into the station as well.

"Sister," Luna said running up to them, "The Elements of Kindness and Honesty have arrived, but they brought their families with them."

"That's fine," Celestia said, "We should bring as much as we possibly can. I'm afraid we aren't returning to Ponyville."

"Why not?" Twilight asked Celestia, who looked away gravely.

"If the Sons of Midnight are planning what I think they are, then this town is very well doomed," Celestia said, visibly shocking everyone present.

"What about everyone else?" Rainbow Dash asked, "Everyone isn't hear yet!"

"They'll get here," Luna said, "On my way here I saw the Element of Laughter with Scootaloo and her friend. They're on their way."

Rainbow Dash breathed out in relief as Twilight walked over to Applejack, who was visibly shaken up.

"Applejack, talk to me," Twilight urged, "Are you alright?"

"Twilight... Ah saw mah grandmother..." Applejack said trembling, "Granny Smith was with 'em... the ones that attacked Ponyville..."

"Granny Smith? How is that possible?" Twilight asked, "She's dead."

"Ah know!" Applejack screamed, "But Ah know whut Ah saw... She looked so young though, about our age, an' she didn't recognize me at all. Whut did those bastards do ta mah grandmother?"

Twilight looked away, as if searching for the answer herself.

"Dash! Dash!" Scootaloo called out, her group running to the train station as well. She was wearing her black armor from the incident, and her friend Sweetie Belle was also wearing her dress and make-up from then as well.

"Good, you guys made it-" Rainbow Dash cut herself off with a grunt of pain and hunched over.

"Dashie!" Pinkie Pie shouted as she, Applejack, Twilight, Sweetie Belle, and Scootaloo all flocked over to her.

"I'm fine," Rainbow Dash said, "Just a little sore, that's all."

"She probably wore herself out protecting Pinkie Pie," Fluttershy said harshly, "You should have reserved your strength."

"Well, Pinkie Pie couldn't fight," Rainbow Dash said, "I had to fight harder for both of us."

"Sounds to me like Pinkie Pie was just weak," Fluttershy said looking away. Twilight turned too Fluttershy in shock.

"Fluttershy!" Twilight exclaimed.

"You wanna go? Cause I still got some fight in me!" Rainbow Dash said forcing herself up and walking over to Fluttershy.

"In your state, I'd just break you in half," Fluttershy said with a slight glare, "Wouldn't want poor helpless Pinkie Pie to lose her knight in shining armor."

"That's it! I've had it with you, bitch!" Rainbow Dash shouted, lunging at Fluttershy and wrestling her for a few seconds.

"STOP IT!!!" Pinkie Pie shouted, making both Pegasi stop their fight, "It's my fault Dashie is hurt, I get it, but please, don't fight!" Pinkie Pie then broke down, Sweetie Belle putting a hoof on her back. She then glared at both Fluttershy and Rainbow Dash, a glare that screamed "you should be ashamed".

"Hmph!" Fluttershy pushed Rainbow Dash off her and then trotted off. Rainbow Dash dusted herself off as Scootaloo trotted over to her.

"You okay Dash?" Scootaloo asked.

"All I know is, Flutterbitch over there better watch her mouth, otherwise she's losing a wing," Rainbow Dash said walking off a bit, but Pinkie Pie stood in front of her.

"She doesn't mean it," Pinkie Pie said, "She's just dealing with everything in her own way. You're the Element of Loyalty, Dashie. You can't turn your back on her."

Rainbow Dash sighed and nodded, "Your right, and I'm not going to turn my back on her. She's still a friend. That doesn't mean I'm not going to punch her lights out if she says anything else."

Twilight looked away in sadness at all of this, "Is this what you meant by the chains that bind us?"

Right on cue, there was a tremor as the ground started shaking, "We have to get on the train!" Luna shouted, "Let's move!"

"Wait!" Sweetie Belle said looking around, "We still don't know where Diamond Tiara or Silver Spoon are! We can't just leave them!"

"And Spike isn't here either!" Twilight said, "What if he-"

"If we don't leave here now then we're dead!" Luna said, "Hurry!"

Everypony rushed into the train, Twilight being the last one outside.

"Twilight!" Celestia called out, catching her attention.

"I"m coming!" Twilight said looking back into the town, "Please be alive, Spike..."

Twilight then ran into the train just as the doors closed and the train took off to Canterlot.

"Sire, it's time!" one of the Sons of Midnight stated, "The spell is ready!"

"Then by the power of Katastroph, I, Black Sun, tribute this town and it's inhabitants to release the first seal!"

Black sun raised his hoof, and a dark red beam wave shot through the entire town. Tracy saw from where he was ponies everywhere getting red cracks on their bodies, as if they were about to explode.

"Shouldn't we be concerned?" Tracy asked Scarlet Gala, who waved her mane aside before continuing.

"Those in this section are free from harm," Scarlet Gala said, "Unless you feel remorse for those poor souls out there."

Tracy didn't answer that question. Truth was, he didn't sign on for this. Sure, killing Twilight Sparkle was one thing, but she was a monster. These ponies though, they didn't deserve to die. He didn't say anything, else he'd lose any chance he had at getting justice for his sister.

But something about this whole thing really didn't sit well with him.

Outside the village, Vinyl looked back at the town and saw the red wave, "Holy... Tavi, look!"

Octavia and Diamond Tiara looked back at the town. Diamond Tiara actually looked really shocked, but Octavia didn't seem all that surprised.

"Looks like they're starting," Octavia said, "It's a good thing that we left Ponyville."

"W-what's going on down there?" Diamond Tiara asked slowly.

"The Sons of Midnight have been planning a ritual for some time now. I imagine this attack was a cover for said ritual," Octavia explained.

"What sort of ritual?" Vinyl asked.

"A ritual meant to sacrifice the souls of Ponyville," Octavia said, getting a gasp from Diamond Tiara and a look of sheer horror from Vinyl.

"You can't mean..." Vinyl said slowly, dreading the answer. Her heart sank when Octavia nodded gravely.

"Anyone still in Ponyville at this time and isn't in their protective circle is as good as dead. Come, we have to get going. They'll be coming after us too."

"Why?" Vinyl asked, "What did we do to them?"

"We have something that they want," Octavia said simply, walking off into the woods. Diamond Tiara shook her head in horror, and then galloped after Octavia. Vinyl took one more look at Ponyville before following them.

"What the hell are we getting into?" Vinyl asked herself, praying and hoping that they weren't as deep in this as she thought they were.

"Mommy! Daddy! Look outside!" Daisy called out. Fluttershy and Big Macintosh all looked outside, horrified by what they were seeing.

"Mah god..." Macintosh said shaking his head.

"This is horrible..." Fluttershy said.

Sweetie Belle and Scootaloo looked outside too, that armored pony next to them.

"No..." Scootaloo said.

"Diamond Tiara! Silver Spoon!" Sweetie Belle cried out, worried that they were still inside.

Applejack, Flim and Flam, Rainbow Dash, and Pinkie Pie also looked out, but Pinkie Pie quickly turned away.

"I can't watch! It's too horrible!" Pinkie Pie cried.

"Damn it..." was all Rainbow Dash could manage. Applejack was in tears looking at the sight before her as Flim and Flam put their hooves around her.

"Applejack..." Flim said.

"We're sorry..." Flam finished.

"Why... why did Granny Smith do this...?" Applejack asked.

Twilight, Celestia, and Luna were in their own car in the back, where they got the best view of the horrible scene.

"By the gods..." Luna said stepping back.

"This is worse than I even imagined it would be..." Celestia said.

"No... he's still..." Twilight said shaking her head as tears streamed down her face, "He's still in there! SPIKE!!!!"

Her cries fell on deaf ears as she and everypony else watched as Ponyville, their home, was engulfed in a red wave and silently vaporized, with all of it's inhabitants with it.

Author's Notes:

Here it is people. It's finally going to continue. Sorry I vanished for some time now, and I'm not going to say that it might not happen again. Right now though, I got the spark back, and I'm not going to let it go easily.

Edit: I gave Vinyl Scratch and Octavia an obvious theme song. This is for both of them working together, but one could also say it's Vinyl's theme song. I know I'm selling this so hard, but I love Mega Man, okay. Also, I love this story, so why not combine two things I love, right?