While Motel and the guards prepared , down at Ponyville, the 'zombies', as Spike called them , had already started to appear. They were as discreet as Bullseye depicted them. Already thirty ponies who hadn't evacuated yet had been 'absorbed'. The things were finally out in the open and were attacking everypony they found in their sights, but with less vigor when they saw Bullseye or one of the mane six. The royal guards had split into two groups: the escorts and the evacuators. The escorts were indeed, well trained by Motel as he had promised the princesses, and they were destroying Final failure after Final failure. But more kept coming seemingly out of nowhere.

Rainbow Dash took full advantage of her wings, using her speed to lop off the creatures' heads. She would hit them right in the left part of their neck, causing them to crack and explode. She had learned this special technique from Bullseye who quickly regretted teaching it to her, as she got back at him for smashing her head into the ground. She kept beating him constantly, causing Bullseye to rage every time. This came in handy as she managed to get trapped by royal guards out of a sticky situation every time she saw them in said situations.

Twilight , being the element of magic, used her capabilities and literally disassembled the creatures in mid-air. She was destroying hundreds of them at a time.

Fluttershy was quite afraid but used her rage when she saw her animal friends in danger. While she did have her own assortment of Royal guards, the sudden change in attitude from a sweet pony to a raging beast literally destroying tons of the monsters stunned them. She had been reassured that whatever these creatures were before , they had no soul left , and had been taught by Bullseye to only hit the points that would cause the things to fall on the ground and evaporate into the air.

Pinkie Pie and Fyra were together, dealing with the monsters. They were the only ones to not have a royal guard escort. Using Fyra's control over fire, Pinkie laid about traps that would into fireworks after Fyra lit the powder. Every now and then , fireworks would erupt from a random part of the town and explode into the ai , showering the besieged town in a sparkling color. It had become dark enough due to the approaching storm-cloud to be able to see them during the day.

Applejack used her pure strength to EXPLODE the Final failures. While the royal guards were indeed powerful , perhaps more-so then she was, her need to protect her friends and family that little extra-boost to disassemble the monsters, causing a shower of yellow.

Rarity , on the other hand , used her charm. It would seem that the monsters were bedazzled by her beauty , allowing the guards to destroy them in a few swift movements. She was strangely calm during this whole ordeal.

Bullseye was....apocalyptic to the horrid things. While the Final Failures chased after fleeing ponies, Bullseye was chasing after them. He had a happy , murderous look on his face. The things were completely caught unawares every time he appeared in another part of their path , his eyes demanding blood (even if they had none), and his mouth drooling in anticipation. Everytime , these things would skid to a halt , and smash into each other. They tried to turn tail and flee in the opposite direction , but Bullseye was always quicker. It would seem that he had something that nopony else had went it came to fighting. This could probably explain why and how he was able to survive Everfree forest and all the harsh environments he had been through during his travels.

Everything had been going as planned...mostly. But after an hour of battle, Canterlot came under siege as well. The ponies were still evacuating through the tunnels , but Princess Celestia was using her magic and blocking any possible intrusion into them. Motel had been using very of his acrobatic moves to poke the monsters at the back of their necks and on diverse points , while the "barbaric" guards would literally smash through the points. While touching one point was enough to weaken the beasts considerably , it was more "fun" to smash them to pieces , even if they had already started to reassemble themselves.

The failures had already gathered in the thousands in front of the Canterlot castle doors , intending to bring them down. The guards still there were enraged by the fact that this things seemed to want to attack their princesses. It was their duty to protect them. The guards took giant metal pots full of boiling hot oils and dumped them on the beasts who let out their typical roars , but it was more high-pitched this time. Instead of just pounding against the doors, they started clawing at it. Some even started to literally kill themselves by trying to tear down the door. The guards prepared themselves as the door kept cracking and breaking.

But , in the throne room, the princesses were worried.

"We do not like this plan, sister."

"Nor do I."

"I feel it is our duty to protect our people , even if it is our guards."

"You know what Motel said. Despite our immense powers and our capabilities , those things are very discreet and could cut us if we don't pay attention. I understand your concerns, Luna , but it's in the people's best interest that we stay her and let the elements of harmony and those three ponies deal with this matter directly."

Luna silently protested. The sounds of combat were coming all the way inside the throne room. She was nervous , and what Celestia had told her earlier made her feel very weird. It was turning her stomach into a ball. Suddenly , an extremely loud thunder crack happened. It was so loud that it literally managed to crack the windows within the throne room.

"Sister, she is..."

"I know. Hopefully Fyra will be able to help her. If not , you know what we must do."

Luna nodded and looked towards the dark stormclouds outside.

The guards were still fighting the Final failures , but knew that something had appeared. In front of Pinkie Pie and Fyra stood a very tall figure. It was almost as tall as Celestia , and only it's left eye was open. It was the one in Fyra's dream. It was an extremely dark blue , nearly black. It's mane was quite fluffy , like Pinkie's , but flew backwards and was quite long. The mane and tail were of a metallic blue. Looking black at the directly-faced area but blue on the sides due to an optical illusion. It's mark was a black stormcloud with it's eye on it.It seemed surrounded by a black fog that swirled fiercely around it. Pinkie Pie tried to activate another of her traps , but the pony just grinned , widened her eye , and spread wings out. The fog exploded outwards , still swirling , and blew Pinkie's 'cream sandwich' trap far away. This pony was also like Fyra. An alicorn.

Fyra adorned a furious look , but the alicorn stared at her , it's right eye still closed. Fyra's head started to spin at this figure staring at her with a grin. Fyra put a hoof on her head and fell down, her body shaking uncontrollably. Her head was pounding like drums. Rainbow Dash was in the vicinity and saw the alicorn.

"She's here! Quickly! She's near the town hall!" Rainbow Dash yelled loudly , alerting her friends and Bullseye, who started racing towards the grand building. She charged directly at the alicorn and smashed into her with full force.
The alicorn was thrust through the wall of the town hall, forming a gaping hole. Rainbow kept staring at the hole , a serious look on her face.

"Are you okay Fyra?"

"I...I don't-LOOK OUT!"

Rainbow was thrown far away by a thunderbolt. The alicorn had charged at her and stabbed her with it's horn.Pinkie Pie saw her friend fly , semi-unconcious, and put on her serious face.

"You Meanie McMeanerton! I'll get ya! You'll never see it coming."

Pinkie Pie physics activate! As Pinkie charged head first towards the alicorn , "Soul Gaze" lift it's hoof to stomp the pink fury, but her stomp fell on dirt. Soul gaze looked around , wondering what had happened. Then she felt a hard whack on the back of her head. Pinkie had taken a giant wooden hammer out of nowhere and started hitting the alicorn with full fury. The alicorn kept trying to strike Pinkie with it's thunderbolts , but kept missing. Pinkie eventually disappeared again and came back with her party machine that she had tested but hit Twilight in the face with a cupcake fired from it.

"CAKES AWAY!" she yelled , as a large salvo of cupcakes and other pastries started springing out from the wooden cannon covered with drawings.

Soul Gaze flinched and tried to protect herself from this oncoming pastry slaughter, taking a few steps back with every hit.

"Haha! Try and defend yourself from my PASTRY CANNON!!!"

But Soul Gaze was not amused and fury stuck itself to her face. She lowered her hoof and her grin became more and more intense as the pastry-nitions hit her in the face. She lift her forelegs high into the air and yelled , as she stomped the ground:

"ENOUGH!"

The thunder that ensued literally blew Pinkie Pie away, just as the others came by.

"PINKIE PIE!" yelled Twilight.

Before she could react , Bullseye had already galloped and caught her , before smacking into a wall. The second alicorn towering over Fyra , who still clutched her head , impressed the ponies. Rainbow Dash was already on her feat , assisted by Applejack.

"So, the group arrives in it's ENTIRETY?"

The lightning bolts that struck the ground all around them caused Fluttershy to bounce high, but she was the first to speak.

"Y-you don't sc-scare us. You're just a bad pony, and we'll defeat you!" she said firmly.

The alicorn looked at the group in disgust, then saw Bullseye limping towards her.

"Well , ugh, well. It's been awhile , hasn't it?"

"Indeed it has. I take it you know that the device in her head had activated?"

"Yes. I suppose you wish to kill her now?"

"Oh! That'd be marvelous! But I cannot yet." Soul Gaze started to walk around in a smug manner.

"You see , I'm not in the mood to kill an empty shell. It'd feel so much better if she remembered everything that happened in that tower and how we came to be what we are."

Applejack spoke up:

"Now what're y'all talkin' about? Why d o y'all keep talkin' like this? What is goin' on here? Ah want answers, 'n ah'm sure mah friends want some too!"

The others nodded their heads.Bullseye sighed , while Soul Gaze flapped her wings a bit.

"Girls , this isn't your fight."

"YES IT IS! Fyra has become our friend and has shown that she has almost no evil intentions , despite whatever could have happened in the past!" snapped Twilight.

Pinkie walked forward:
"YEAH! And she is AWESOME at parties. No Meanie McMeanerton can be that great at their first party! We've even (pfffpphth) pulled quite a few good pranks together," Pinkie started laughing.

"And she is nice with the animals.She even helped me take care of them when I got a nasty cold."

"AAAAND she's pretty good at flying too. She's nearly beat me many times."

"Her mane has inspired me to make many FABULOUS dresses;"

"Mah brother Big Macintosh done found 'imself a good applebuckin' competitor , even though she ends up more tired than 'im."

Twilight started walking towards Soul Gaze, a determined look ready to lash out at this evil alicorn. She stepped right in front of Soul Gaze and stared directly in the eye.

"We want to know what happenned to all of you."

Bullseye stared at Twilight in complete shock. He was sure the alicorn would stomp her, but it did no such thing. The dark blue being just flapped it's wings again and looked towards the injured unicorn.

"Hmmm...I suppose I can work with you just this once to explain our estranged pasts."

"I hate to say it , but I guess we have no choice now , do we. But I'm watching you , do anything funny and I'll stab you in the chest."

Soul Gaze's deep voiced laughter echoed through the town like the thunder that erupted once again from the clouds.

"I will only kill you and them after I have killed HER." she pointed towards Fyra.

"Like we'd let ya." interjected Applejack. She was glaring directly at the dark alicorn , her head lowered and her hoof brushing the ground in front of her.

"Hmmhmmhmm."

"I'll have to start then," said Bullseye.

The six felt themselves become lighter than air , as the landscape drizzled into darkness. They looked around trying to understand what was going on , then Bullseye's voice came through.

"As you all know , magic is a powerful entity in your world, but , while we were still born in Equestria , bipedal creatures from some organization had obtained the ability to look into other dimensions. They were evil , but thought they would be doing good , as do most world hungry groups, but these ones, they were much different."

A light lit an nonexistant wall , showing a shadow. It showed a two giants. One of them was attached to a table , while the other slowly started drilling into it, the shadow of it's blood splurting caused more shadows then wanted, and the thing tore something out. The shadow slowly disappeared.

"They were looking for the perfect race. Each window would lead to a dimension that either pleased them , or bored them. Every time they found one, they would analyze the creatures and attempt to steal their dna to experiment with. If I understood right , they had tried their experiments with many different species and creatures, but they were usually all failures.

When they finally found Equestria , they were marveled by our species."

Another image appeared, showing ponies walking and flying around some open plain with Canterlot castle further away.

"But, when they saw the magics we could control , and princess Celestia--"

The image showed the princess erupting out of nowhere from a sun swirling behind her.

"They took interest and did the same thing as before, but , this time , it was more successful than before. And they started to kidnap denizens of our world and theirs."

The image showed weird shadowy figures stealing away ponies and disappearing in dark circles while Celestia wasn't looking, then disappeared , but showed the tower , from afar. It was still night there.

"They were then taken to the tower , their base of experimentation. Then there , they would put you in cages and take your blood and skin away violently. When they came back ,they either said you were good , or you were bad. If you were good , they would take you further into the tower. If you were bad...."

The image zoomed on boats transporting giant wooden boxes towards the island. Then Soul Gaze spoke out.

"They would drag us into those dark reaches and alter us with their own species right next to us. The pain was unbearable. They would reach into your body and twist your bones, or inject you with some serum that mutated your appearance. On more then one occasion I saw one of theirs starting to turn into us , but quickly dying afterwards. They were the lucky ones. Those , on both sides , they had stayed or became an Earth pony , had dramatic degeneration."

"Why?" asked Twilight. The group was shocked and it was barely a sea wave that would have them hurl their insides.

"Well," it was Bullseye's turn now:" They wanted pegasi and unicorns , or , better yet , alicorns. Those with barely the proper dna would turn into those mindless monstrosities. The dna would react poorly and produce what this 'character' controls outside."

"But what about you two? Did anypony make it out of there? You four seemed to have escaped."

"Oh. Motel and I were both very lucky , and the first to be taken out of Equestria. We were also the first to escape. We even thought were the only ones.e managed to slip through the sewers and into that giant lake that you see around the tower. We went into the city but stayed near a port where everything was packaged and delivered to the tower , in order to sabotage everything.We were thirty to try and escape , only two ever did."

"Oh my," stuttered Fluttershy.

The entire scene Bullseye was about to depict appeared on the nonexistant wall , but from his point of view.

"For five years we ate scrap and trained our abilities even further. Those 'things' anted us for something , but I don't know what. They had put us through intense combat training and intellectual enhancements. While staying in a cave conveniently placed within the rocky wall of the beach that the city around the tower was placed on , we heard a HUGE explosion, and looked out of the hole as gigantic flames had burst from underneath the island. We crept closer as we heard sirens sound and guns blare. Someone was trying to escape. But we didn't know who at the time.

As the gun sounds became louder , even at this distance, we saw something break a window and even pass through the metal bars at the tenth floor of that building. We saw something red and yellow trying to get out of there , pulling somepony , but struggling to pull it through. As the red pony forced her friend to get through , she was starting to pulled back in. We had thought that yet another attempt at escape was lost , but this pony came through.She immediately attacked the aggressors. But one of them decided that it was time to cut the rope , and hit her hard on her head. We watched as the red dot fell into the lake from such a height. We even heard yelling. She was still trying to save her friend and her friend was calling out to her.

As everything calmed , we thought the red pony was dead and decided to return into our cave , thinking the typical. But an hour later, she washed up on shore near our cave, wet , weak , hungry , and hurt. I'm sure you can imagine our surprise when we learned that a False-alicorn had been created."

"Wait...'false'? What do you mean by 'false'?" Rainbow Dash had flow up and spoke to the empty room.

Soul Gaze had started to speak again:

"Yes. As you feeble creatures can comprehend , just trying to recreate one sixteenth of the true alicorns' powers were very hard, and this was a lucky try. They decided that enhanced physical capabilities and an added power could have the same functions. It did , in a way...

You may find this shocking, you green reject, but there were three others who had become like me and that traitor."

"WHAT?!" the group shouted in complete shock and disbelief.

"Yes, but they could not handle the physical and mental changes that tormented them throughout their "stay" at the tower, and decided to self-terminate , if you wanted something less obvious to understand."

"Th...they killed themselves?" whine Fluttershy.

"Yes, you fragile acorn.THEY KILLED THEMSELVES IN THE MOST HORRID WAYS POSSIBLE! There were ALWAYS tears along with a psychotic smile when they did it too."

Fluttershy rolled into a ball and started shaking while silent crying followed. Applejack and Rainbow Dash stood up for their friend.

"HEY! What's the big idea scaring Fluttershy like that?"

"Yeah! If'n ya think that we're gonna let ya scare our friends , ya've got another thing comin'!"
"But I only speak the truth. And now , back to the real world!"

The six fell back upon the land they were accustomed to. Fluttershy was still in breakdown while Pinkie tried to help her spirits.

"But...tell me.....how come YOU never self terminated?" Bullseye had regained some momentum and was looking at Soul Gaze while tipping and swaying lightly.

"Because I'm strong! I was the perfect match for their genetical and physical manipulations!"

"No...WHY didn't you kill yourself?"

"I just TOLD YOU WHY!"

Bullseye was speaking louder and more violently.

"WHY DIDN'T YOU KILL YOURSELF! WHY IS IT THAT OF THE FIVE OTHERS THAT BECAME FALSE ALICORNS, YOU AND FYRA REMAINED?! EVEN AFTER YOU WERE SEPARATED?!"

"GRAAAAAAAAAAAAAA!"

Soul Gaze became furious and transferred lightning to her hooves , intent on destroying this annoying green reject once and for all, but she was suddenly blown away by a funnel of fire. It was Fyra. Her eyes were glowing with fury , yet compassion somehow wormed it's way into her heart. She had her front end lowered , allowing her horn a perfect shot at the dark blue alicorn.

"FYRA," yelled everypony.

But as they were intent on going to hug her, she lift a leg, stopping them.

"I remember everything now." she walked towards Soul Gaze who was on her back, her mane slightly singed and her whole body smoking.

"I remember who YOU are! You aren't my friend. You are just some alter-ego planted into her mind to subdue her with a false companion."

"What...are you talking about?"

"I remember everything that happened when were captured and sent to the tower. We were just little fillies from two different areas. in Equestria. But we both helped each other when were put in a cage. Those "things" wanted to test something out. They had taken our dna just as they captured us and discovered that we had the best ones for the manipulation, and put us together. If we became good friends , we would be able to keep each other's hopes up and prevent any form of psychotic development or self-termination.

As we grew, you became the most promising of the False-alicorns, and they wanted to use me to control you. They had a device planted in my mind that would erase my memory and turn me into a puppet if I didn't comply.They even gave us a psychic link so we could communicate from a distance. But , one day , they unleashed my flames with their last dna injection. I immediately burst into the room you were about to be tortured in and dragged you out of there , not before doing horrid things to the equally horrid beasts in there. We managed to get up to my room where I used a bit more of my anger to throw one the creatures out of the window. It seemed that my strength was greatly increased , and I could appreciate that enhancement they gave me. I could protect you. As I went first , you had come and given me your hoof. As I twisted mine around yours, you were caught by more of those monsters, they even grabbed me. I tried punching them to make them let go , but they refused. And then , one of them took out some strange black thing and clubbed me over he head with it.

I fell into the lake , where I watched helplessly as you were dragged back into the tower. I was ready to die , but fate had other plans for me. I was drifted by the lake to Motel and Bullseye , who taught me how to use my new body and powers. I felt everything you endured and felt your mind slipping. I tried to contact you , but I couldn't reach you. Another "mind" had been blocking mine from reaching yours. I tried to help you , I really did, but when we reached the tower, it was too late.I cannot apologize for such horrors I let those monstrosities commit to my dearest friend"

Soul Gaze's eye had started to shake. She was holding her head with both forelegs and still standing up. A grin of pain and torture explained everything while she shook her head violently from side to side as she couldn't stand still.

"No!NO! YOU LIE! You left me in there to rot! You let go of me the first chance you got!"

"NO! I had been thrown to my own death as they replaced me by your evil mind."

"No! NOOOOOOOO! GRAAAARGH!" Soul Gaze suddenly stopped moving and landed back down.

Everyone wondered what was going on as she took a step forward and opened both eyes. Everypony was stunned by this display. Soul Gaze was smiling and tears were coming from her right eye. It was blue.

"BL-Blueberry?" Fyra called out.

"Yes. I didn't know that you had cared about me for so long," this voice was more soothing then Soul Gaze's.

"I couldn't live with myself knowing what had happened. I did everything I could to become stronger in time to save you."

"It's okay Fyra , I forgive you. I would have done the same thing."

As Fyra went forward to hug her friend, "Blueberry" fell to the ground suddenly , howling in pain.

"What's wrong Blueberry?!"

"She's...coming back!"

Indeed.The blue eye had tentacles of black that started squirming their way towards her pupil.

"She has completely corrupt me. I cannot hold her back anymore."

"I can save you! Twilight!"

"No, Fyra."

"What?"

"I can't."

"YES YOU CAN! You're talented in magic aren't you? You must have a spell to save her."

Twilight shook her head and looked up towards Fyra's desperate eyes , her own watering. "It's too late. Even if we used...she would only be destroyed."

Fyra was about to cry, but the storms above started swirling violently and the Final failures that wiggled their way out of the royal guards surrounded the group. They prepared for combat as Soul Gaze screamed violently into the sky , piercing a hole through her storm clouds.

"Finally, FINALLY! I won't be held back by that idiot. Since she didn't want to kill you, I'll do it for her, friend."

Fyra was silently crying. She couldn't bare the loss of her first friend, the one who she was with and helped her get through those terrible times.Soul Gaze had a psychotic look on her face and was ready to kill Fyra, who grinned , showing her teeth in fury. Flames and bonfires started to appear everywhere. The surrounding Final failures spontaneously combusted.

"Pinkie Pie, girls, I need you to stay out of this. This is my fight. I'll save my friend. Please, stay back."

Fyra literally had waves of tears descend from her furious eyes, her face showing more heartbroken pain than revenge-filled fury.Rainbow Dash tried to convince Fyra otherwise.

"No! We won't let you deal with this alone. We're your friends too! We're all in this together."

Fyra gave a small chuckle but gave a death glare at Rainbow who backed off.

"I'm sorry Rainbow , but I can't let you all risk your lives for me."

"Wait!"

But it was too late. Fyra had already charged at Soul Gaze. They kept chasing after each other and throwing fireballs and lightning bolts in an attempt to destroy the other. They were destroying the town in the process. Soul Gaze even mocked at how happy she was with Fyra having heeded her words and extending the fight. Soul Gaze even tackled Fyra down into a house and thrust the full power of her storm on Fyra , who screamed in raw pain , while the dark alicorn laughed maniacally. But a massive creature made of flames appeared right behind Fyra and punched Soul Gaze far away , stopping her attack. The creation had disappeared , but Fyra was badly wounded. That punch also heavily wounded Soul Gaze, who was entirely burnt.

They both flied back in front of the surprisingly intact town hall. Well , excluding the hole in it. Soul Gaze surrounded herself with a piece of her storm clouds , leaving a massive portion of sunlight to get through. Fyra did the same but with her flames. The group looked at the pounded False-alicorns in horror, shocked by the state they were in.

"Well , I guess this is it. All or nothing?" laughed Fyra.

"Seems that way. But I will emerge victorious , and then I will kill your friends."

"No you won't , I won't let you."

Pinkie Pie looked worried."

"What're you going to do Fyra?"

"I'm sorry Pinkie, but we won't be able to put that itching powder on Rainbow Dash's wings like I hoped."

Rainbow grabbed her wings in shock.

"And to everyone else , seeing as she will not wait-"

Soul Gaze was readying to charge. Eager to kill her "friend".

"-This will be my last goodbye. You were great friends. Thank you. Transmit this to princess Luna.

"Wait--"

But before Applejack could use her persuasive abilities , the two False-alicorns charged one last time into each other. The ensuing impact blew everypony away and destroyed the side of the buildings facing the impact point. There was nothing but elevating smoke and flame. As the surrounding ponies regained their senses, Pinkie looked as the Stormclouds were literally blown into nothing , and the fire and smoke that remained after the impact elevated slowly into the air. They may not have seen it , but there seemed to have been two hooves , each formed of smoke and fire that joined together , then dissipated quickly after.

Pinkie started wailing out.

"FYYYYRRRAAAA!"