CHAPTER THREE

Twilight Sparkle and Fluttershy trekked through the dark and dreary fields, the sole ponies in an otherwise empty world. The fires of Ponyville burned through the day and into the night, turning what was once a thriving and newly free settlement into a sorrowful epicenter of destruction. While still burning intensely, it was with slight relief that Twilight noticed them diminishing as the hours dragged on. They had circled the wall of fire over and over, still seeing no signs of Rainbow Dash or any of the other Element Bearers.

"Hello?" Fluttershy called for what must have been the twentieth time. "Where could they be, Twi?"

"I haven't the faintest idea." Twilight admitted sadly. "But we've covered every foot of ground outside of Ponyville at this point."

The terrain around Ponyville was almost completely flat, the few surviving trees standing like monoliths against an otherwise endless plain seemingly stretching into infinity. The ground under their hooves was yellowing grass, occasionally interrupted by patches of dirt or rocks. While the fires had died down enough to reveal where Ponyville had stood, the actual town was all but gone, save for a few stone walls.

"We need to keep looking!" Fluttershy said, bounding forward with a new-found sense of urgency. "We can't give up yet!"

Twilight sighed and increased her own speed in an attempt to keep up with her friend, however, when Fluttershy suddenly unfurled her wings and tore skywards, she stopped in her tracks and craned her neck to watch as Fluttershy's body was slowly obscured by clouds.

"You see anything up there?" Twilight called, squinting in a feeble attempt to catch a glimpse of Fluttershy. She waited a few seconds, but Fluttershy did not reply...which wasn't too surprising, she was probably rather far from Twilight at this point, and the clouds seemed thick enough to muffle a ponies voice. Twilight tried again.

"Fluttershy? Do you see anypony from up there?"

No answer. The only sound other than her own breathing was the wind howling across the lonely plains. Panic slowly began to set in as Twilight waited for a reply, every second seeming like an eternity. She should at least have been able to catch a glimpse of Fluttershy's form in the swirling clouds, but she saw nothing. Twilight was preparing to shout out loudly when the sound of movement behind her made her whip around, her magic sparking to life in an instant.

Touching down onto the ground was Fluttershy, wearing an expression of sheer terror. Her wings were unfurled defensively, and her eyes darted from Twilight's own confused face to the sky above. Twilight took a step closer to her friend, who backed off in fright.

"Fluttershy...what's--"

"Shh!" Fluttershy hissed suddenly, staring at the sky in fear, every muscle in her body visibly tensing.

"What's going on?" Twilight said, as quietly as she could. "Did you see them?"

Fluttershy shook her head in a frenzy, her mane already becoming disheveled as she attempted to control herself. Darting around, Fluttershy took in every direction, internally weighing the consequences of fleeing in every one of them.

"Please tell me what's happening!" Twilight begged, accidentally raising her voice slightly, much to Fluttershy's dismay.

"He's coming!" Fluttershy whispered urgently. "He's coming for me!"

"Who?!" Twilight nearly screamed, before catching herself.

"D...dragon..." Fluttershy simply whispered in reply, pointing a trembling hoof at the clouds above. Twilight squinted her eyes, but saw nothing. But she was not about to doubt what Fluttershy had seen.  "Nightmare T...Twilight's dragon..."

"Perfect. She has a dragon. She's an ultimately powerful, hatred infused alicorn hell-bent on destroying BOTH Equestria's,  who has a dragon at her disposal for good measure. And it's minutes away." Twilight huffed, pacing back and forth. There were no trees around them, no vegetation to offer any cover, and provided they could somehow survive the fire, Ponyville was still a solid mile away. They would not possibly reach it before the dragon arrived.

"I...I'm scared, Twilight..." Fluttershy breathed.

"Yes, thank you! I gathered!" Twilight snapped, throwing her hooves in the air. "I am too!"  

Rising over the howling of the wind, the dragons wing-beats gradually grew in volume, starting as a light thumping, but crescendoing into a heavy, thunder-like crashing.  

"I've got it!" Twilight said excitedly, quickly activating her magic and casting it first on herself and then Fluttershy.

"Twilight!" Fluttershy moaned as the unicorn in front of her suddenly vanished, the clouds above them swirling wildly as the dragon approached. "Don't leave me! Where did you go?!"

"Don't worry, I'm right here." Twilight's voice rung out, but she was nowhere to be seen. "This might feel a bit weird. Look at your hooves and you'll understand what I mean."

Fluttershy obeyed without objection, but when she glanced at her hooves, she was shocked to see them replaced with empty air. Glancing behind her, she let out a quiet squeak when she realized her entire body was completely gone.

"Invisibility spell." Twilight's voice explained. "Not permanent, but it isn't going to last a lot longer than a few minutes, either."

"You did it!" Fluttershy said happily, her voice quavering slightly.

"Not yet I haven't." A line suddenly appeared in the dirt, being drawn by a hoof that was not there. Two more lines joined it, forming a crude arrow in the dirt. "You see this arrow? If the dragon stops near us, we'll run in this direction. But I don't think we should make any noise until we're sure he knows where we are."  

Fluttershy whispered a barely audibly "Okay," and looked on at the sky in fearful anticipation.

With a deafening roar, the clouds above suddenly burst open as the dragon came soaring through, lowering his altitude until he was soaring a mere twenty feet off of the ground. His immense body was covered in light purple scales, which sparkled in the newly exposed moonlight. His fearsome skull was lined with tall, sharp green spikes, which stretched on down his spine and onto his tail.

Even in this form, Twilight recognized who this dragon was all too well. Never in her life did she imagine her loyal assistant and close friend could ever be so terrifying, but here he was in all his fully grown entirety.

"Oh, Spike..." Twilight lamented internally, memories of his unstoppable determination to please everypony around him disappearing to make way for this twisted parody.

Spike soared through the air, his cold eyes scanning the ground underneath him for signs of life. At least twice they came to rest where Twilight and Fluttershy were standing, but he did not once regard the spot with any more interest.

Extending his rear legs, Spike flew over Ponyville, destroying the remainder of the town in one fell swoop, the ground churning underneath his razor sharp claws. Bits of dirt and stone flew into the air, one building still locked in the dragons talons as he gained altitude swiftly, recovering from his kamikaze. Anypony who somehow survived the fire was now most certainly dead.

The sound of his wing-beats grew dimmer, and Twilight allowed herself the luxury of air, realizing just then that she'd been holding her breath.

"Are you alright, Fluttershy?" She whispered, praying to Celestia that Fluttershy had not run off in fright.

"Yeah...did you see that? He just--"

Fluttershy's sentence was cut off by a loud explosion directly behind them, and both mares whipped around to face the sound. Dust swirled around a small crater in the ground, and as it cleared, it became recognizable as the building Spike had taken with him into the air. Twilight was quite surprised to see how undamaged the building ultimately was, with the exception of its straw-roof, which had been lost long ago to the flames. Its long, slender stone frame lay on its side, some portions visibly collapsed, while others looked almost untouched. The building looked like some sort of guard tower or cathedral spire...either way, it was something Twilight had never seen in either Equestria. It must have been constructed in the brief months of Princess Luna's reign.

"Umm...Twilight? I think we have a problem." Fluttershy said, obviously trying her hardest to keep the terror out of her voice.

"What's wrong?" Twilight asked, glancing behind her to see Fluttershy examining her hooves and instantly realizing. "The invisibility spell has worn off!"

"Yeah...on you, too."

"Spike could be coming back any minute now. We need to get to cover."

Fluttershy raised an eyebrow at Twilight and motioned upwards at the clouds. "You...named him?"

"Right. You don't know Spike. Never mind." With that, Twilight turned abruptly and started sprinting towards the stone tower, glancing backwards to make sure Fluttershy was following her. As the mares ran, Fluttershy perked one of her ears up as they picked up a familiar drumming sound. Listening as best as she could over the sound of her hoof-beats, Fluttershy lost her footing and came crashing to the ground as she tensed up in fear, the source of the noise instantly becoming perfectly clear.

"Oh for Celestia's sake...." Twilight muttered, skidding to a halt. "I hear him too, Fluttershy! We need to go!"

"I'm so scared, Twilight...I'm so, so scared."

"It's going to be fine, Fluttershy, I promise. As long as we get to the tower, everything is going to be fine."

Fluttershy scrambled to her feet, tears streaking down her face as she continued to run.

"Please, Celestia...Luna...anypony, please..." She continued to whisper, her panicked prayers reaching only the ears of the purple unicorn sprinting next to her.

The tower was only a few feet in front of them now, and Twilight noticed that what she assumed was darkness from a distance was actually the floor of the building, miraculously still fully in place. With a quick flash, the two ponies teleported through the stone and onto the wall-turned-floor within.

Panting and sobbing, Fluttershy collapsed to the ground, trying her best to keep the volume of her sorrowful crying as low as possible.

"It's alright..." Twilight offered gently, sitting down next to her. "I know how much you hate dragons. We'll be safe in here."

"Unless...he picks the tower up again..." Fluttershy managed between sobs.

"You can fly. You'll be fine."

"You won't be."

Twilight sighed and rose to her feet, using her magic to illuminate the dark interior of the fallen tower.

"Worry about yourself for a change, Fluttershy." Twilight said, grinning supportively. "All you've done so far is worry about me, and I appreciate it very much, but I'm not any more important than you."

"I'm the reason why you're here." Fluttershy replied, sniffling.

"Yeah?" Twilight countered. "Good! I'm glad I'm here to help. And stop talking like we're about to die, because I am NOT going to let that happen."

Fluttershy sniffled one final time and attempted a weak smile. "Thank you. I'm sorry I panicked like that."

"Don't be. Any sane pony would have done the same.''

Outside, the muffled sound of Spike's heavy wing-beats continued, as the dragon continuously scanned the earth for signs of life. After almost fifteen minutes, the wing-beats finally began to grow dimmer, until the tower was once again veiled by silence. As they lay listening, a light pattering joined the serenity, a few distant thunder rolls signalling an oncoming storm.

"I'm going to talk to Luna." Twilight stated, and Fluttershy nodded.

"That's a good idea. Maybe she knows where Dashie is."

"Exactly. If anything goes wrong, or if you need me for ANYTHING, wake me up immediately."

Fluttershy agreed quietly, not bothering to remind Twilight that she had attempted to do that exact thing in the past and failed.

"I won't be long..." Twilight said, closing her eyes and waiting for sleep to overtake her.

"How goes the night?" Princess Luna greeted as she faced the purple unicorn in front of her, once again in the comfort of the long-since destroyed Ponyville Library. Celestia stood beside her sister, wearing a solemn expression.

Twilight Sparkle blinked several times in confusion, before remembering exactly where she was and why she was here.

"..Dream, right?" Luna responded with a simple nod, and Twilight continued. "Well, I guess my night could have gone a bit better."

"Indeed, I would think the realm of reality would be quite unforgiving under its new...dictatorship."

Celestia flinched at that final word, but still said nothing.

"I would hardly call it that." Twilight replied. "She has no intention of ruling Equestria at all. She's destroying it. Where in Equestria did she get this much power?"

Luna projected three images into the air using her magic, three objects suspended in the air.  They were all tinted in a magical blue aura, but nevertheless Twilight could easily decipher the forms of a red and gold amulet, in the shape of some vicious avian monster, a dark brown book clothed in sharp spikes, and a sparkling blue crystal in the shape of a heart.

"The objects you see in front of you are some of the most dangerous magical artifacts known to ponykind. The Alicorn Amulet, the Tome of Manifestation, and the Crystal Heart. Perhaps you know of them?"

Twilight took a step forward, extending a hoof and taking one of the holograms from its hovering berth.

"You could say that, yeah." Twilight muttered,  turning the shining heart over and over in her hooves. "This one is familiar for sure...but I never thought it could be dangerous...isn't its role to defend the Crystal Empire?"

"Yes." Luna explained. "However, its defensive powers are not limited there. A unicorn with enough magical ability should be able to successfully alter this artifact so that it defends them from mortal assault. It appears as if Twilight Sparkle has done just that. Any unicorn's magic is completely useless against her."

"So what do we do?" Twilight asked, letting go of the heart and allowing it to float back into the air. Their purpose served, the magical artifacts simultaneously exploded into a cloud of blue smoke.

A long period of silence followed, with both Twilight and Celestia looking expectantly at Luna for her to say something. With a great sigh, Luna took a step forward, looking down at the small unicorn in front of her.

"I'm sorry, Twilight. I'm so, so sorry. I did not want for this to happen. Just when I thought I would not have to make such taxing choices, just when I thought I no longer had to choose between the life and death of my subjects..."

Celestia perked an ear at this, take a step forward herself.

"What do you mean, Luna?" She asked cautiously, glancing from her sister to Twilight Sparkle, finally breaking her silence.

"Celestia...you have forgiven me for a great deal of terrible misdeeds in my time. I owe it to you to at least be honest with my plans. My true reasons for bringing Twilight Sparkle here."

"T...true reasons?" Twilight said nervously.

"The evil Twilight Sparkle of this realm will stop at nothing to fulfill her desires, yes? We have already agreed on this?" Luna was facing Twilight directly now, almost refusing to allow her gaze to wander to her sister. "Do you know what her desires truly are?"

"To kill me...to get revenge on me for killing her, and Nightmare Moon."

"Yes." Luna simply stated. "She will not stop until you are dead. She will tear both our worlds apart until she sees this done. I did not want to make the choice I did, but in the end I saw no other option. Please understand...I was thinking about the greater good of both our worlds."

"This is wrong..." Celestia whispered.

Twilight looked at Celestia in confusion, still not quite understanding what she was supposed to do.  "What's wrong? Luna, what do you want me to do?"

"I'm sorry, Twilight." Luna said stoically. "Twilight Sparkle wishes for you to be dead...and by bringing you here, I intend to allow her to fulfill that wish."

Celestia stomped the ground fiercely, the entire library shaking. "So you have led her like a lamb to the slaughter! After all she has done to help this Equestria, you intend to sacrifice her like she is nothing! This is murder!"

Whipping around furiously, Celestia stomped to the other end of the library.

"Celestia...surely you under—"

"I have nothing more to say to you, Luna. Nothing." With that, Celestia vanished in a burst of light.  

"Please forgive me, Twilight Sparkle. Surely you realize that this is the only solution?"

"Except it isn't!" Twilight cried in frustration. "I don't have to die! The Elements of Harmony, remember? All we need to know is where Rainbow Dash, Pinkie Pie, Apple—"

"I can tell you." Luna interjected. "Although I can guarantee it is not an answer you would like to hear."

"Tell me." Twilight muttered, refusing to look at Luna and instead staring at her own hooves.

"They are...your friends are dead. They have been for some time." Luna's voice was sorrowful and apologetic, but Twilight found it infuriating all the same.

"Your lying! Fluttershy said they were in Ponyville, and they sent her to get me through the Mirror Pool!"

"I lied to Fluttershy, too. I told her that her friends were still alive and well so that she would not refuse to help me in her sorrow. She dwells beyond the town limits of Ponyville, and she escaped Nightmare Twilight's initial massacre."

"But...but, the Elements of Harmony! They would have protected them!"

"No. They wouldn't have. Not without all the bearers present."

Twilight Sparkle sank to the ground hopelessly.  "This can't be happening...this isn't happening...There's got to be another way."

"I'm open to suggestions." Luna said. "But I fear every second we waste brings us closer and closer to total destruction. It's a miracle we even have an Equestria still standing.

"My friends from the other side. I can go get them, we can use the Elements of Harmony on Nightmare Twilight!"

"If you seriously think you can make it past Nightmare Twilight and her dragon. You think she doesn't know you're here?" Luna asked, sitting next to Twilight in a feeble attempt to comfort her.  

"What about my friends...my other ones, I mean. They're never even going to know what happened to me..." Twilight sniffled several times, and Luna offered a comforting hoof, which Twilight promptly pushed away, rising to her feet and closing her eyes.

"I'm waking up now." She declared angrily. "Celestia was wrong about you earlier. You and Nightmare Moon really are the same pony, aren't you?"

With that, Twilight allowed the world around her to collapse as she returned to the realm of the living.

Next Chapter: To The Slaughter (IV) Estimated time remaining: 2 Hours, 10 Minutes