A door opened ever so slightly, making a soft creak in protest… before an indigo horn poked out, followed by a pair of fearful red eyes that looked left and then right to confirm that the hallway was empty.

“Okay… it looks like the coast is clear, but let’s be careful,” Twinken whispered as he went first, followed by a shivering Mona.

“O-Okay… Um… Twinken?” she asked, the colt turning towards her as she started blushing. “Um… I-I just wanted to say that… you are really, really brave.”

“Thanks, Mona, but really? I’m terrified!” Twinken laughed nervously while trying to keep a brave face. “But…my big brother and my teacher have both taught me that if you don’t keep your head on straight, you won’t be able to think straight.

“Don’t deny your fear but don’t let it take over. Otherwise, you’re likely gonna run into even bigger trouble.”

“Wow... I wonder if I have a big brother or somepony out there who’s looking for me...” Mona sniffled, wishing she could remember something about her past or even her real name.

But it was like seeing a faint image in smoke, reaching out to grasp it, only for it to disperse and fade into the void of forgetfulness. As long as she remained in the tower, her old life would forever be out of her reach, and there was nothing she could do. At least she thought, until she met Twinken and how he promised her that he was going to get her out of there and help her recover her memories.

“I-If I even have a past or not, I still want us to be friends… No, best friends!” Mona exclaimed hopefully, her face turning a bright shade of red.

“I have a lot of friends I’m gonna introduce you to, especially my friends, the Cutie-Mark Crusaders,” Twinken smiled kindly while feeling a little coltishly awkward.
“Maybe we’ll make you an official member!”

“I-I’d like that Twinken… ” she said, ecstatic as she hugged the colt tightly.

The moment came to an abrupt halt as the two young unicorns felt a dreaded chill wash over them, causing them to flinch in fear and freeze in their tracks.

That sound! Twinken thought in abject horror, having heard it before.

It’s… it’s here! Mona thought at the same time as she immediately pulled Twinken around the corner of another hallway, peering around while trying to stay out of sight to find the Entity making its way down the hall, dragging something or rather somepony with its tendrils.
“I-It’s got… a-another p-pony.”

“Wha- Whattya mean, another pony?” Twinken whispered fearfully.

Motioning with her hoof to look, the young colt took a peek around the corner,seeing the creature that had captured him now holding a pony against the wall with it’s long black tendrils and it looked like it was… a royal guard!?

“Y-You… freak! C-Celestia… will come an-” he was quickly silenced as the tendrils wrapped around his neck, beginning to strangle him, but not killing him. The two foals could only watch, helpless to do anything to help the poor stallion as they knew they wouldn’t stand a chance against this powerful foe.

“nO onE… will… CoMe.” The Entity growled with a grisly undertone, bringing the stallion closer to him as his mouth started to open slowly and began to close its eyes. And what was to follow, shocked and horrified the two foals as the stallion’s very life force was suddenly being drained, appearing as a strong and radiant vapor flowing from his eyes and mouth into the Entity’s own disgusting maw.

The stallion tried to wiggle free, but the more he fought, the weaker he seemed to get and as the Entity continued to steal his life force, the fur on his body suddenly began to fall off, revealing his flesh was quickly turning gaunt and disease-ridden… until it seemed to sag and hang from the poor pony’s body, and then… fall off, with his insides having turned viscous and goopy, not blood red but a putrid and filthy black!

Like tar…! Twinken thought in utter horror as he looked away and made sure Mona didn’t look either. He gave her a look that conveyed his fear before he whispered as softly as possible, “We gotta go back the other way…!”

“But we have to go down that hallway! “Mona whispered back while pointing the hallway out.

Which passed the hall the Entity was presently standing in as it turned the poor guard into more tar, having drank every last drop of his life force and throwing away the leftovers like the filth it had become.

There was no way they could sneak by and not be seen by the Entity. Twinken didn’t know any invisibility spells and he couldn’t count on his distracter spell working on this monster. He looked around, hoping there was something they could use, when his eyes fell upon what looked to be the remains of an old ceramic egg. Not caring as to what it had been doing here, Twinken carefully lit his horn as softly as possible, not wanting his mana to give them away, and levitated the egg to himself. The Entity seemed to perk, as though it sensed something.

No time to hesitate…! Twinken really hoped that this would work and gave the egg a telekinetic heave, throwing it over the Entity’s head as it was distracted and they heard it shatter further down the hall the Entity stood in.

It released a vicious scream of fury before it tore down the hall, its gooey steps signaled by more tick-tockings that receded as it left.

“Now’s our chance!” Twinken whispered, taking Mona’s hoof and began to lead her down the hall.

“I-Is this really happening!? A-Are we going to get out!!?” Mona asked, surprised that Twinken’s plan worked.

“We just have to make it to the stairs and we’re home fr-WAH!!” he yelled, suddenly being pulled by his legs along with Mona and being lifted up into the air by black oozing tendrils.

“CLeVer plOY… You are… as SNeaky as I remember… TWINKEN… And MINI ECLAIR… Oh, HOw I’ve missed YoU!”

“You- You know our names?!” Twinken whispered in a shuddery voice.
“My name… my name is Mini Eclair!” uttered Mona, or rather Mini Eclair, a rush of memories flooding forward, warm, scary, exhilarating.

“You… Two ArE the reason, WhY I’m here! For in THE pAst… No… NoW are responsible for My EXisTEnCE!!!”

“W-WHAT!? I’VE NEVER EVEN SEEN YOU BEFORE IN MY LIFE!!!” Twinken shouted, not feeling fear, but anger as he glared at the creature before him while hanging upside down.

“Yes… you have… AnD you ARE the ones responsible for mY existence… WherE iS hE?”

“What you’re saying doesn’t make sense!” Twinken protested, fear fueling his denial and defiance. “Until tonight, I’ve never been anywhere near this place! YOU brought me here, and Mon- Mini Eclair, and Goddess knows how many others and you KILLED them!”

“No matter, no matter, no matter… He wILL CoMe FoR Y-YOU… JuST liKE bEFoRe, BUT THIS TIME, I WILL SUCCEED!!! HE’S THE DECEIVER… I AM JUSTICE!!!”

“No…” Twinken shook his head as he looked upon the Entity with bitter contempt and perhaps a smidgen of pity.
“You’re just a monster… who’s killed and destroyed so many. And when my brother gets here, he’ll make sure you never hurt anyone ever again.”

“Twinken… please… stop! I don’t…want you to get hurt! We can’t get out of here!” Mini cried out, not out of fear of losing her life, but losing the closest thing she had to a friend in Faust knows how long. She looked at the Entity, so vile, so horrifying. But somehow, Mini Eclair saw something else underneath that frightening visage. She saw pain and fear, someone who had suffered for so long.
“Please… just stop…No one else has to die. There’s no need for anyone else to get hurt, please let us go!”

“When he pays for what he has done! After the light…comes the DARK!” he snarled in a slithery voice as more tendrils came out of his back and lunged at Twinken, the last thing he saw was the Entity’s mouth starting to form a sinister smile.

Meanwhile, Midnight and Watcher managed to make their way down a hallway full of doors, and with every one they’ve looked through, there was no sign of Twinken or Silver Smith.

“I knew this was going to be a difficult job… but this Tower shouldn’t have a complex design like this.” Watcher griped, grimacing at some goop on his right hind hoof he’d stepped in.

“I wager some kind of magic is twisting space and maybe even time in here somehow,” suggested Midnight as he kept the claws of Nightfall ready to strike at any spook or nasty that dared to leap out. “But nothing I know of could be capable of this. At least, not something your average magic user can do.”

“Ugh, the sooner we find Silver and Twinken the better,” huffed Watcher as he kept his own weapons and a spell at the ready.
“Hey, Midnight I’m curious… I never got the chance to ask you this since I wasn’t around, but are you certain that Twilight Sparkle is the one? I know it’s stupid asking this now, but I never got the chance to ask you before… So I’m asking you now.”

Midnight gazed at his cousin out of the corner of his eye, “You couldn’t begin to understand how sure I was, am and always will be. Why so curious about my wife, Watcher? Don’t tell me you had your own eye on her back when we were all foals.”

“Hah! As if… Besides, the way you were drooling over her, I don’t think I had the heart back then to break yours.”

“Ha! No offense, cuz, but while my Twily will gladly consider you a friend and extended family, she’d never have considered you a potential partner,” Midnight scoffed. “She’s a scholar, and you were quite the juvenile delinquent back in your youth.

“Not to mention, I was there for her as much as her brother. You hardly knew her at all, considering you lived in Vanhoover.”

“True, however, that all changed when my mother separated our families… See, I became a bit of a scholar myself… Even though I despised every second of it. However, the real reason I ask is because I don’t want her to hurt you… I wasn’t around to look out for you like I did back in the day, so I’m not sure how she turned out.”

“Oh, I’m not afraid of her hurting me, Watcher,” Midnight gave his cousin a hard and solemn look. The moment last a long time and it honestly felt a little tense for Watcher until Midnight clarified:

“I’m afraid of hurting her.”

“I take it you must have done something to her if you’re saying something like that, right?” he asked.

“I did. In another life,” Midnight said cryptically. “Let’s keep moving, something really stinks in here and I’d prefer not to tolerate it any longer than I have to.”

“You’re honestly realizing that now? This whole place reeks of death and rot… Makes me sick thinking about how long these bodies have been here!” Watcher stated, looking at a corpse slouched over in the corner with flies covering it. He honestly wanted to puke at the very sight and decided to continue onward.
“Anyways, while I’m sure you don’t want to talk about what happened… Let me give you a piece of advice that will help you along the way… LISTEN to your wife, and think about your actions before you make them. Whether it’s for the greater good or it’s down right immoral… Think before you act, cause now you are a married stallion. Your actions from this day forward to the next will not just affect you anymore… It affects your wife, and your future foals. Assuming you decide to have any..."

“Okay, Watcher, where is this coming from?” Midnight turned to give his cousin a look. “You hardly knew Twilight as a foal and now here you are telling me how to handle my marriage with her.

“...Something happened to you and somepony you cared about. Didn’t it?”

“First off… the advice I’m giving you now is to help you in the future, since you don’t feel like telling me what happened. However, I can pretty much guess you did something stupid right?”

“Believe me, Watcher, you’d hardly believe me if I told you the whole, long and intricate story,” Midnight sighed wearily as he kept going.

“We live in Equestria. As far as I know, anything at this point is possible. You don’t have to tell me, but take my advice at heart… It will help you down the road in life. And something did indeed happen, which is why I asked you if she was the one for you.”

Midnight paused and turned to look back at Watcher, “What happened?”

“About a year ago...I broke up with my last marefriend… We had been dating for about three years. She was a seamstress and at the time I was making a name for myself as a mercenary in the criminal underworld.”

“What were you thinking?”Midnight groaned, facehooving. “Watcher, getting involved with somepony while working in criminal circles?! You’re lucky I never busted you myself. Hell, it’s a miracle I never found out you were involved in crime!”

“Pfft! It’s called using an alias, and if you must know… She was a part of a mob family so she pretty much knew everything.”

“Who were you?” Midnight demanded. “What kind of work did you do for the mob?”

“First off, my aliases don’t matter… However, the work I did for them was rather simple, escorting their illegal weapons to Saddle Arabia and protecting the leader of the mob’s daughter. I was hired and they paid me handsomely for it, but I didn’t think I’d fall in love with that two-timing bitch!”

A cold dread suddenly dropped into the pit of Midnight’s stomach before asking, “Watcher… were you in Vanhoover three years ago?”

“Yes I was… Why?”

“Watcher, you look me in the eye and tell me,” Midnight said with a most serious tone as he glared into Watcher’s eyes and said, “Tell me you weren’t involved in the Blue Magic drug trade.”

“No… I wasn’t… At least not yet, I was there visiting my sister… since I promised my mother that I’d drop by once in a while to see her. I try not to get too involved with drugs, but when I do, it’s usually me removing certain targets from the equation.” Watcher said, his gaze now cold and empty that it almost frightened the alicorn.

“Now, I’m going to ask you…” Midnight continued to glare icicles into his cousin, “Did you ever work with somepony named Hard Knocks?”

“Hard Knocks… The name’s familiar, I think I might have met a guy like that… but I’m not sure.” he replied, opening another door to find yet another room with writing on the walls.
“Anyways, why do you care so much about this? Last I checked I was answering your previous question…”

“I care… because I killed him, Watcher,” Midnight said with a look of a haunted stallion.

Watcher couldn't believe what he had just heard. His cousin? A prince of Equestria? Confessing to murder?!

“I told you, Watcher, I have done things far worse than you can imagine,” Midnight elaborated. “For the past several years, I have been the leader of an off-the-books covert group that punishes criminals that the law can’t touch.

“Hard Knocks was a hired thug working for a drug trafficking ring operating in Vanhoover. My agents and I held a sting operation to catch them in the act. One of my agents almost died and to save her I had to kill the one who would most certainly have ended her life. Hard Knocks. It wasn’t till later I learned I’d made his son an orphan.

“And he’s not even the first, Watcher,” Midnight sighed, hanging his head, before saying, “I have killed all sorts of the lowest of the low. Some I don’t regret, a few… My wife and my friends know about this, and so does Princess Celestia. She’s the one who made me the leader of this group. I do the dirty work that she can’t afford to do herself. And while I have a considerable amount of blood on my ledger, I make no apologies for it, because of all the lives I’ve saved and the ponies I’ve helped.

“When this is over, Watcher, your mercenary days are over. From now on, you’re working for me.”

“So, I guess the both of us have blood on our hooves huh?” Watcher said, placing a hoof on his shoulder. “Midnight, I know what it’s like… to get my hooves dirty, for almost seven years now, I’ve been hired to escort illegal weapons, kill, threaten, and protect criminals. All for money… What you’ve done is protect the peace…”

“Which is why you’re gonna atone for your crimes by serving under me,” Midnight stated in a tone that implied there would be no arguing that.
“Some of the things I’ve done weren’t always for the right reasons, Watcher, so don’t go thinking I'm a saint or something, not by a long shot.”

“Who says I think you are a saint? No pony is perfect, Midnight, and the two of us are no exception. Truth be told, this was going to be my final job… one-hundred thousand bits for a little piece of whatever that thing is… And I’d be out, starting over in Manehattan,” he explained with a vaguely hopeful look.

“Well, you can kiss those bits goodbye,” Midnight responded tersely. “But I suppose I can find you something to do in Manehattan. A nice apartment, if you want it.”

“I’d appreciate that… However, I have one request to make?” Watcher asked, his tone softening a bit.

Midnight could see that it was important, and so kindly asked, “What is it?”

Taking a deep breath, Watcher turned towards Midnight. “I’d like some time to sort everything out before doing anything for your group… The only reason I took this job wasn’t just for the bits, but to settle everything once and for all… I have a lot on my plate and I can’t start over until it’s taken care of.”

“I can understand that,” nodded Midnight. “You’ll be given the time you need to get your affairs in order… but once that’s done, you're mine. Are we clear?”

“Crystal… And one more thing… My sister, Winter Rose… if something happens to me or my mother, take care of her for me. Or I’m coming back from the grave to haunt your sorry ass,” Watcher warned jokingly.

“Heh, I’d expect nothing less… from my big brother,” Midnight replied warmly, his response causing Watcher to freeze in place.

How long has it been since he called me that…? he thought to himself, feeling a warmth inside his heart that he hadn’t felt for so many years as he was unable to crack a smile.

“AAAAAAUUUUUUGGGGGGHHHHHH!!!!!!!”

“That sounded like a filly!” Midnight rushed towards the sound, Watcher quickly following.

The Entity carried both Twinken and Mini in its tendrils as the two struggled to free themselves from its grasp, while making their way up a flight of stairs.

“HiS FaULt… Must PaY…”

“Psst… Twinken, I’m sorry! If I wasn’t a coward…w-we wouldn’t be in this mess,” Mini whispered, no longer struggling to escape the grip of the Entity’s tendrils.

“Ungh! Don’t blame yourself, Mini,” Twinken grunted as he continued to struggle, gasping a little when the tendril around his tummy tightened in response.
“If I wasn’t here… I wouldn’t have gotten to meet you!”

Mini gasped softly before she uttered, “You… you meant that?”

“Absolutely! And you would be alone if I wasn’t here,” Twinken gave her a kind smile, despite their present circumstances.
“No matter what happens, however scary it gets, we’ll be okay! Because my big brother and cousin are gonna come save us!”

“SILENCE!!” the Entity snapped harshly, tightening its tendrils so much more that both foals cried out in gasping pain.
“YoU aRe JuSt BaIt!! nOtHiNg MoRe… hE wIlL CoMe AnD hE wIlL PAY!!!!”

“Ergh! Who are you talking about?!” Twinken demanded, despite finding it difficult to breathe. “You still haven’t... explained how you know us! So... who is it we’re supposed to be bait for?”

“mUst paY! He’LL pay! BLaZe wIlL pAy dearly...!” The Entity seethed, its eyes glowing brighter with rage.
“I won’t kill you… I want Blaze… dead!”

“Wait, ‘Blaze’?!” Twinken gave the Entity a look of horrified realization. “You’re not talking about… Midnight Blaze?!”

“BLAAAAAAZZZZEEE!!!” The Entity roared in anger, quickly moving up the stairs and reaching the very top of the stair.
“I said that I wouldn’t kill you two… but I didn’t say anything about allowing you to live! I wILL dEstrOY BLaZE! And WaTChing YoU die before HiM sHalL break his spirit!”

“ERGH!!!” Twinken found his grit and focused on himself and Mini, the both of them Flashing out of the Entity’s grasp, making it snarl in frustration and look around when it sensed them reappear at the end of the hall.

But to the surprise of both the Entity and Mini, Twinken glared at the monster with a look of challenge, which intrigued the Entity while Mini looked afraid.

“Mini, get out of here! Call for my brother Midnight and cousin Watcher! They’ll help you!” Twinken ordered but kept his burning red gaze upon the Entity.

“Wha- NO!” Mini put her hooves on Twinken and tried to pull him away. “You can’t face this monster, Twinken! Let’s get out of here while we can!”

“YoU have No ChAnCe against ME,” the creature stated, its mouth revealing itself again as it started to form a smirk.
“However, I PlAnnED someThIng SpEciAl for you two brats! A DInneR date! AND yOu’rE the MAiN CouRSE!!!”

The Entity’s eyes flared with wretched darkness that spread through the hallway, across the walls and floor and ceiling, right under the foals’ hooves, alarming them! Before either of them could do anything, the darkness rose up like a murky and sticky ooze, engulfing them and keeping them from moving.

Twinken was scared but he didn’t let the fear get to him as he tried to focus his magic agai-

“Oh NO… nO mOrE mAgIc FrOm YOU!!!” The Entity sneered as its darkness rose up and coated Twinken’s horn, snuffing out any spark of mana it could muster.

Now Twinken really was scared as he struggled more desperately and began to whimper in terror along with Mini. But it was like trying to fight molasses in winter. It got even worse when the scummy darkness slid up their necks and covered their mouths, preventing them from talking any more, but it left their noses clear so they could still breathe.

“NoW, wE’vE dAlLiEd LoNg EnOuGh, We MuSn’T bE lAtE,” the Entity tut-tutted with a vile smugness.
“CoMe AlOnG tHeN, mY lItTlE aPpEtIzErS…”

Twinken and Mini whimpered in alarm as they seemed to slide along the floor, still gooped up with this filth, and followed after the Entity, like an obedient dog following its master.

Now what do we do?! Thought Mini as she was tearing up again.

We have faith, Twinken responded telepathically. My brother and cousin will come for us!

The Entity led them to a higher floor within the tower, throwing the two foals into a dank room with a heavy door. The darkness restraining them seemed to dissolve into a mustiness that allowed the foals to finally breathe more clearly even though it stank of rot and ash.

“NoW dO STay ALivE, I want YOur Brother to see YOU DIe beFoRE HiS VERy Eyes!”

“But why?!” Twinken glared at the Entity angrily but now tears were flowing from his eyes. Although the dark substance no longer restrained his movements, a little of it remained on his horn, preventing him from using any more magic.
“What reason do you have to hate Midnight?! He’s never even been to this tower before, none of us have!”

“You’ll see… the future shall change… Have fun with my latest creation. He’s very hungry.”

His… creation!? Twinken realized they were not alone in this room as the Entity left and shut the door, and a heavy sound of metal indicated it was now locked.

“Ugh! I’m… late…”

The low and raspy voice startled both foals as they pressed against each other for comfort and looked towards the dark corner from where they’d heard it, shivering with fear. A stallion in dirty brown cloak peered it’s head out of the darkness, seeing a normal stallion’s face began to put Twinken at ease, and just as he was about to reassure Mini that everything was going to be okay, he saw how pale she had become with the look of horror on her face made it apparent that things were not going to be alright.

“N-Not… Him!?” Mini uttered in abject terror. Twinken didn’t like the sound of that.

The stallion began to crawl towards the two and began to rise up slowly. “I’m… Late… So very late…”

Tar began dripping to the ground as Mini held onto Twinken tightly as the two watched the stallion get taller and taller until it finally revealed the stallion’s lower half was missing and in its place was a long exoskeleton of a centipede, it’s multiple legs clicking the ground as it approached them. The stallion’s right hoof was replaced with that of a large razor sharp blade similar to the pincer claw of a praying mantis.

“I’m late, I’m late, I’m late, I’M LATE!!!” The stallion roared, bringing down it’s pincer down, attempting to skewer Mini, but before it could strike her, Twinken managed to push her out of the way with his hoof before the impact sent him flying back.

“TWINKEN!” Mini shouted, rushing over to the colt’s side. “Are you okay?”

“I’m okay…” Twinken stifled a groan of pain as he and Mini held each other and gazed up in horror at this mangled thing that used to be a pony.

“Twinken... what do we do now...!?” Mini asked, looking up at the wretched form of the monster that stood before them, the stallion’s face making a manic smirk as he slithered closer to them.

“I’m late… So very late!”

“I-I remember him! H-he’s the worst one! He’s crazy!!!” Mini explained, gripping her hooves around Twinken tightly.

“LATE!!!” The monster yelled charging directly at the two of them, thinking quickly Twinken and Mini both jumped out of the way before the stallion rammed its head into the wall.
“LATE LATE LATE!!!”

The sight of the twisted pony inflicting harm upon himself didn’t just scare the foals, but they couldn't help but feel sympathy. Whoever this poor pony once was, he was clearly suffering, in body and in mind.

“T-Twinken… Get out of here! You don’t know what this thing will do to you! I’ve seen it, and I don’t want you to get hurt!” Mini yelled, her eyes tearing up as she glared at the monster, watching it pull it’s head out of the wall and turn towards the two of them.

“Hold on, let’s see if I can reach him,” Twinken focused. His magic was disabled but not his telepathy.

Concentrating, he reached out with his mind, telepathically linking himself to this tortured creature as he thought:

If you can understand me, please be calm. I know you hurt right now, but-

LATE!! I’M LAAAATTTEE!!!!! GET OOOOUUUTT!!!

“AAUGH!” Twinken cried out in pain, falling back from the splintery thought of insanity that scratched at his own psyche, and he felt Mini fret over him as she helped him sit up. He looked at her and then at the-the… centi-pony as it seemed to writhe and curl up to shudder and whimper in the corner.

“What happened?!” whispered Mini.

“It’s… it’s too late for him,” Twinken whispered back, tearing up again with greater sympathy and even sorrow. “His mind, it’s… there’s no reaching him. Either he gets locked up… or someone ends his pain.”

“Twinken, please! You saved me, now it’s my turn to do the same for you! There’s a vent on the other side of the room! Now go!” Mini demanded as she charged at the stallion who was still disoriented from Twinken’s telepathy.

“MINI, NO!!” Twinken cried out, but before it could get physical-

*KABLAMM*

Twinken, Mini, and the centi-pony all cried out in alarm as the door exploded open and rushed Midnight and Watcher.

“Twinken!” Midnight hurried over to pull his little brother into a tight embrace.

“I’ve got the filly!” Watcher grabbed Mini and pulled her away from the centi-pony.

“Big brother! We’ve gotta get out of here!” Twinken looked up at Midnight in worry, “The monster! The one that brought me here! It’s after-!”

“Midnight! We found your brother, so let’s scram and find Silver before-” Watcher paused as he got a closer look at the monster in front of them. Seeing its face, the charcoal unicorn’s eyes widened in horrified recognition.
“...Grey Bar!?”

“Wait, you know him?” Midnight asked, concerned.

“That’s Silver’s uncle… but what happened to him!?” Watcher asked as he unsheathed his swords and they ignited in purple flames.
“Change of plans… you guys go find Silver Smith. I’ll see what I can do to help his uncle!”

“No, Watcher!” Twinken looked to his cousin with tearful sorrow, confusing the older unicorn. “He’s… he’s too far gone. His mind is shattered! The only way you can help him now… is to end his pain…”

“Doesn’t matter, you three need to leave now! No one else is getting hurt here!” Watcher said, his horn glowing brightly as he suddenly vanished and reappeared above Grey Bar.
Sorry old friend… But I can’t allow you to hurt anypony else!

Bringing his swords down, Watcher attempted to strike down Grey Bar quickly, but to his surprise his attack was blocked by a large pincer that then pushed him back and sent Watcher crashing into a pile of crates.
“Late… LATE!!!”

“WATCHER!!!” Midnight shouted, watching his cousin pulling himself out of the debris as the charcoal unicorn began to cast another spell, conjuring off a large black cloak that began to wrap around the morphed monster, suddenly scorching it in black flames.

The monster that was once Gray let out an unearthly shriek of agony while Midnight hurried Twinken and Mini out of the room and set them aside.
“Stay out here and don’t move and don’t watch! If something dangerous comes, run back in and alert us!”

Without waiting for their response, Midnight rushed back into the room where he saw the monster had managed to throw off the burning cloak as it scuttled viciously towards Watcher, who raised his swords for the monster’s overhead strike… only for it to come down onto Midnight’s gauntlets, as he’d jumped between his cousin to block the attack.

“What’re you doing?!” Watcher demanded.

“What does it look like, dingus?!” Midnight pushed the monster off as he focused his shadow powers towards his tail and spun `round, a blade of solid shadow whipping out from the tip of Midnight’s tail to strike the monster’s underbelly, causing it to scream in outraged agony as tar mixed with its own blood spilled from the wound.

“I don’t need your help! Just protect the foals!” Watcher shoved Midnight aside and launched himself at the monster… but seeing Grey’s face, his fear, his pain, it caused Watcher to falter and he didn’t see the monster’s tail swing out of nowhere to smack him around for a loop.

“You heard Twinken, Watcher!” Midnight hurried to stand beside his cousin as they both looked upon the former pony, mutated, twisted, vicious and insane.
“Look at him! Body and mind, it’s too late for him. The only way we can help him now is to make it so he no longer suffers.”

“URGH!! Just because you're a prince doesn’t mean you get to decide who lives or who dies!” Watcher argued, but looking upon Grey… his heart hurt with the bitter truth as he inwardly acknowledged that Midnight and Twinken were right.
"I’ll take care of him! Just get them out now!"

“Watcher, just listen to-” Before the alicorn could finish, the two were struck by the back of Grey’s massive pincer and sent flying through the room, landing near an old archaic elevator shaft.
“That- ugh… was close.”

“No kidding… Cuz, you’ve done more than enough here, you have a family to look after, and if anyone’s putting the old coot down… it’s going to be me,” Watcher said with somber grit, grasping his chest with his hoof, his injuries aggravated despite the healing measures he’d taken, as he struggled to stand up. His horn glowing brightly as a circle began to form around the two of them.
“I’ve been saving this spell for a while… Was going to use it against a certain target a while back, but it looks like we’re out of options. I’m going to need your help to put Grey down, but don’t expect me to teach this spell to you! Next time you see it hopefully it’ll be for our rematch!”

“Get on with it!” snapped Midnight urgently.

Watcher could only smirk as mana began to build up around them, surrounding them before it began to flood straight into their horns. Midnight suddenly felt a rush of energy flow into him and his mane began to ignite in silvery blue flames.

Twinken and Mini felt it too, but their manes only glowed but brightly all the same while the filth on Twinken's horn dissolved into nothing! While Watcher’s pure white mane began to turn into dark purple flames that seemed to only get bigger with every second.

“We’ll only have two minutes… but that’ll be enough to end this! So make it count!” Watcher ordered as he suddenly propelled himself into the air from the flames of his hooves and flew directly towards the monstrous stallion, sending multiple fireballs from his hooves at him, burning the beast’s face.

“URRRAAAAAUUUGGGHHHH!!!” the morphed stallion roared in painful rage before three more mantis-like pincers sprouted, tearing out from his back, blood dripping from the tips of each blade.

Seeing the charcoal unicorn hovering over him with purple flames, the deformed pony couldn’t help but lunge at Watcher with his new bladed limbs, only for the unicorn to maneuver shakily past each pincer and fly directly towards Grey Bar, striking him in the face with his hoof which then set it ablaze by Watcher’s flames, causing Grey to let out an unearthly scream of outraged agony as he literally slammed his face around in a desperate effort to put out the fire.

In the midst of his flailing however, Grey struck the charcoal stallion in the chest with his one remaining hoof and sent him falling towards the ground, skidding across the ground into the pile of crates from before, his flames dissipating as the stallion yelled in agony.

“GAHHHHH!!!”

“WATCHER!!!” Midnight rushed forward, quickly putting himself between his cousin and the twisted creature that was once a pony.

It snarled angrily at Midnight, who was a little disturbed to see its face burned, its left eye shriveled like a sunburned raisin…. Only for the damaged flesh to quickly ooze with that scummy tar! The foul substance seemed to congeal over the wounds, as though it were healing the body in some abominable way. The pain in Grey’s labored snarls lessened… before he lunged with his scythe-like limbs raised!

Midnight reared up, his clawed gauntlets, Nightfall, raised, and he focused his powers, augmented by the energies provided by Watcher’s spell, and he called upon the shadows as he shouted, “SHADOW CLAW!!!”

The shadows around them zeroed in, flowing to Midnight, like water, up his body and straight to both gauntlets of Nightfall, coating the gauntlets and their claws, extending their reach and their range and their deadliness as Midnight raised them up to easily block Grey’s attack! The monster was surprised that his assault was easily halted when Midnight focused again, this time calling upon his lunar magic as the jewels on the back of each gauntlet lit up with silvery blue energy and he growled, “Night Saber…”

From each gauntlet extended a blade of both lunar and shadow magic, appearing as energy blades form from the darkness of night yet radiated with the silvery-blue of moonlight! Midnight narrowed his eyes at the creature as he said, “My turn…”

He lunged at Grey and before the beast knew it, all of its scythe-like limbs were cut off in a twirling flash and then scattered across the floor. It roared in pain as it bled more of that black filth, but it only turned and lunged at Midnight, who whispered, “Shadow Twin.”

Midnight suddenly propelled up and over Grey as Grey struck at a fleeting image of Midnight, which quickly vanished in a visual flicker, confusing him while Midnight landed behind him and then held out his gauntlets as he shouted, “DARKEST LARIAT!!!”

He spun like a tornado, his claws a ferocious flurry striking Grey in a relentless assault of attacks, slashing, striking, beating at the monster as it tried to throw Midnight off. Only when the monster faltered that Midnight ceased his assault and jumped away as he glared at the monster, only for his glare to soften as he heard it… or him whimper despite continuing to snarl and seethe.

I have to wrap this up, Midnight thought, there’s nothing more that can be done.

Midnight had taken life before. He’d killed various criminals, gangsters, crime lords, the worst of the worst. But never had he killed someone like this. This was not a criminal. This was once a pony. But no more. Now, he was twisted and tortured into something that was in constant agony and would never be who he once was.

All that could be done was to give him one last mercy.

But Midnight hesitated just a moment too long, for all of a sudden, the monster spun `round, launching a flurry of quill-like spikes at Midnight, who gasped but managed to react by yelling, “Half Moon Shield!”

A frontal shield of moonlight solidified by mana appeared in front of Midnight,appearing like half of a bubble, protecting him from the dark projectiles, but it had been a distraction!

Neither Midnight nor Watcher had noticed, but Twinken and Mini had both walked back into the room, afraid of being in the hallway by themselves, and moved to the side of the door. Unfortunately, they’d caught Grey’s attention as he then lunged towards them, like predator pouncing towards its prey.

The screams of his little brother and the filly alarmed Midnight like nothing else! Time seemed to move slowly for just a fleeting moment. But Midnight’s big brother instincts spurred him and guided him as he focused the whole of his power, gathering his magical energy, his lunar energy, his shadow energy, concentrating all of it into Nightfall.

He held out the gauntlets, feeling the energies surge and crackle between the claws, volatile yet focused. Ready and eager for release. This monster that was once a pony was to be pitied…

But no one threatens my little brother!! Midnight thought with furrowed brows as he aimed and shouted:

No one heard a thing. No one saw anything. Because the light blinded them all, except for Midnight, as a super dense beam of sheer power was unleashed! It burned and flowed and surged with the shadow beyond the darkest night and the light of the full moon! It completely engulfed Grey while blowing right through him into the wall, out of the tower and into the distant horizon, visible for miles like a shooting star!

And then it was over, the energy going out in flickers, like a faulty lightbulb.

As the dust settled… Midnight, Watcher, Twinken and Mini looked with stunned disbelief at the devastation Midnight’s power had done to the Tower. The hole was wide enough for an average sized pony to step through, but the damage was undeniable. Yet the parts that were just… gone showed no signs of burning impact. It was as if the beam of power had literally wiped out whatever had been in its path from existence.

Including Grey. Or at least part of him.

His head was still there, along with his right foreleg and the right side of his barrel. The rest of his body however was as gone as everything else the power had wiped away as easily as leaves in the wind.

Grey laid upon the floor, wheezing as death began to take him.

Midnight felt the weight of guilt return as he looked despondently at Grey’s face. It seemed perhaps a semblance of sanity had returned to him, because he looked back at Midnight, who was dismayed to see Grey… shed a tear from his remaining eye as he pulled his lips back in the barest of smiles before he drew his last breath.

And then the light left his eye.

“M-Midnight…” Watcher muttered as he limped over to his cousin.

He saw Midnight was now hanging his head in regret, letting his wings limp in shame, and he saw the gauntlets on his forelegs flash as Nightfall returned to being a sword that clattered in front of Midnight on the floor and then was absorbed back into his body. Midnight then gave Watcher a tearful look, his lips quivering, the look of a pony whose heart bled with remorse.

“Midnight... you did what was right. Thanks to you, Grey is free,” Watcher assured, placing a hoof on the alicorn’s shoulder before pulling him into a tight embrace.

They were quickly joined by Twinken, who was worried for his big brother, and Mini, who just wanted to be part of the hug. Midnight shook as he choked back a sob and uttered, “W-What about Silver?! How do I…?”

“I’ll explain everything to him… Right now though we need to worry about finding him and getting the hell out of here,” Watcher said, pulling away from the prince.
“No point lingering, so let’s find Sil-”

“No need! I’ve seen everything I needed to know.”

The four ponies turned towards the doorway to find a pair of glowing blue eyes. At first they thought it was the Entity, but peering out of the darkness, they found Silver Smith standing before them, but his cheeks were stained with tears. Midnight felt the blood in his veins turn to ice and his heart begin to pound, his eyes widening at the sight of Silver.

“Silver?” Watcher whispered as he felt a chill, noticing something about his friend. Something about Silver was not right, for his friend wore a blank expression on his face as he approached them.
“Silver, wait… Whatever you're thinking, please just wait and listen!”

“What do you mean Watch, I haven’t done anything… In fact, I’m here to help you! Get away from that freak and that twerp of his!” Silver demanded as he suddenly snarled at his friend, his blank expression twisting into a bitter animosity as he glared coldly at them.

“That ‘freak and twerp’ are my family! What’s with you?!” Watcher yelled back as he put himself between Silver and the others, Midnight pulling Twinken and Mini close.

“What’s with me? What’s with you, Watcher!?” Silver ranted like a mad pony, his eyes starting to twitch and his hooves beginning to shake.
“Can’t you see that everything that is happening here is because of HIM!?! I found out that this Tower, the monsters within it, the Entity itself! All of it is because of MIDNIGHT BLAZE.”

Silver pointed at the alicorn, glaring with hatred as he gritted his teeth.
“The writing! The Whispers! All of it is because of HIM!!! He’s a murderer, he just killed my uncle in cold blood! He manipulated all of us! That creature has been here for over seven hundred years and it’s done nothing but try to warn us about HIM!!! Midnight created that thing, and all it wants is revenge for taking something important! Well right here, and right now I’m finishing this!”

“Silver, are you evening hearing the shit coming out of your mouth!? Midnight wasn’t around seven hundred years ago! I know because I’ve known him since he was a baby, so how the hell could he have created that thing when he wasn’t even born! You’re talking crazy, you need to calm down and we can talk about this after we get out of here,” Watcher explained, his horn flickering as he stood his ground between Silver and Midnight.

“I thought you’d say that… So I worked out a deal.” Silver explained, his horn glowing bright before tar started to seep to the ground and two wolves formed before them, lunging at the charcoal unicorn as they pinned him to the ground.
“They won’t kill you… However I can’t let you stop me from killing this bastard!”

“S-Silver, listen… I didn’t make that thing! I didn’t lie about anything!” Midnight explained, still holding onto Twinken while Mini held onto his leg, shaking in fear as she noticed the glow in the white stallion’s eyes. The same glow the Entity had.

“Really? Cause I learned something from the Entity that I’m sure you won’t mind sharing with everypony. You are a cold blooded killer! You created a group that kills innocent ponies, and you lie to cover it up! Am I wrong?! How could the Entity know something like that… unless you created it!”

“Silver, just listen-”

“SHUT UP!!!!” Silver bellowed, his horn firing off a gust of wind, blowing the three ponies away, separating Midnight from the two foals!
“You are going to pay! For lying, for killing, and manipulating my friend! But above all else...for MURDERING MY UNCLE!!!”

Next Chapter: 389. The Ticking Tower - Part 6 Estimated time remaining: 13 Hours, 23 Minutes