Silver Smith looked at the blue alicorn, his eyes burning with hatred, never in all his life had he hated somepony so much. It gave him focus, made him stronger! Midnight had just taken away the only family he had left and now he had nothing. Nothing... but revenge!

“Midnight, I honestly thought you were a decent pony, I might have even called you a friend. Uncle Grey Bar was the only family I had left, and now… I have no family,” Silver spoke with a sinister calm as a single tear welled up in his eye. He blinked it away as he focused his emotions and mana together.

“My soul… that is what you have taken FROM ME!!!” he shouted, his horn sparking with a dark aura as swords of solid blackness formed above his head and fired them directly at the alicorn.

Midnight’s horn immediately created a barrier around himself to block the barrage of blades, only for it to shatter, barely protecting him.

“Silver, please listen to me! We didn’t have a choice, Grey Bar was corrupted by the creature controlling the tower! He was suffering and we tried to help him!” Midnight tried to explain, but before he could go on, Silver only scowled at him as his body suddenly evaporated and fog began to fill the room.

“Midnight! I’m coming!” Watcher yelled as he kicked the mindless beasts off of him and pulled out his last remaining sword. Despite having a few broken and fractured bones, along with his cuts and bruises from fighting Silver’s uncle, he wasn’t ready to stop fighting just yet. However, before he could run into the fog, two more hounds appeared out of the ground and suddenly began to meld together forming an even larger beast.
“Seriously?! I can’t catch a break!”

Meanwhile, both Twinken and Mini could only watch in fear, hidden behind what few remaining boxes there were as the fight continued.

“T-Twinken, what are we going to do?” Mini asked fretfully as they watched the violence continue.

“I’m not sure…” Twinken gulped when a crazy idea crossed his mind, “but… maybe I can help.”

Twinken closed his eyes and focused, reaching out with his mind, sensing Mini, then Watcher and Midnight… and finally Silver! Twinken winced as he brushed against Silver’s mind, already becoming entangled with madness yet there remained some clarity.

Silver, please! You don’t want to do this, Twinken pleaded telepathically, I felt your uncle’s mind! He was in pain but he couldn’t be reached! It’s not fair, I know, but what Midnight did-

GET OUT!!!

“AUGH!!” Twinken cried out in pain from the spike of rage, so sickening it literally made him feel like puking, piercing into his head.

“Twinken!” Mini placed a concerned hoof on Twinken’s back.

“He won’t listen!” Twinken whispered to her fearfully as they watched the fog bunch up and reform into Silver’s body.

Silver gave Twinken a poisonous look that promised he would be next soon enough, but his attention was on Midnight.

“Midnight, I promise you will suffer… you’ll regret ever crossing paths with my family!” Silver declared as another blade formed in his hoof, he couldn’t help but smirk seeing how weakened Midnight was after fighting his uncle.

“Silver, please! I am sorry, but your uncle was too far gone!” Midnight pleaded, tears running down his face, “We tried to reach him but his mind was too damaged to be reasoned with, and he was suffering!

“I know what it’s like to lose someone you love, but you’re not alone! You still have Watcher and you could still make friends who will be there for you!”

“SHUT UP!!” Silver snarled, spittle flying from his mouth as his eyes were wide and maddened with rage and spite.
“From the moment I stepped into this damned place, your name has haunted my every waking moment! It took some searching… but I found the truth for myself! All of this is YOUR FAULT. So now it’s time for you to PAY! You AND YOUR BRAT BROTHER WHO JUST TRIED TO MESS WITH MY HEAD!!!”

“Silver… I want to help you,” Midnight narrowed his eyes, “but I will not stand for any threats towards my little brother. I beg of you - Stand down and let’s leave this horrible place together before-”

“The only ones leaving are me and Watcher, once he’s seen the truth as I have,” Silver’s sword burst with cursed flames burning with miasma, “while you and those incessant foals will remain in this tower as your tomb!!”

Midnight tried to fire off a bolt of magic at the white unicorn, but before he could, Silver Smith charged at him, swinging his sword downward in an attempt to cut him in half. However, using his wings, Midnight took flight, barely dodging the blade.

Damn it! I’m not just tired, I’ve exhausted a lot of my mana! Midnight winced as he tried to circle around Silver. I’ve got to end this quick or-

“You aren’t getting away from me, you bastard!!!” Silver shouted, as tendrils sprouted from the ground, surrounding him as they suddenly lashed out at the alicorn. However, before they could make contact with the alicorn, purple flames began to form around Midnight, preventing him from being harmed.

“SILVER!!! That’s enough!!!” Watcher yelled in anger as he struggled to stand. Midnight noticed that his cousin wasn’t looking so good, blood dripped from his forehead, claw marks covered his entire body. He could only imagine the pain his cousin was feeling, regardless of all the healing measures he’d taken.
“It’s time to stop… Are you really going to kill an innocent pony? You never had the spine to do it, Silver, because you aren’t a killer! Grey Bar would be disappointed in you!”

“My uncle isn’t here!! Is he?!!” Silver shouted, the tendrils surrounding him suddenly lashed out at his oldest friend.

In response, the charcoal unicorn to fire off a barrage of purple flames, disintegrating the black tendrils as Watcher created a black orb of mana above his head and launched it at his oldest friend while Silver Smith created a barrier made out of tar to protect him from the oncoming assault.

The sudden impact caused the wall to disperse, scattering across the entire room while Midnight fell to the ground from exhaustion. The Alicorn struggled to stay on his hooves as he watched his cousin charge at his former friend and began to exchange blows with him. It was strange for him to suddenly become so weak that he could barely stand on his hooves, but somehow his cousin, who was in more pain than anypony else, could somehow push onward.
What’s… wrong with me? I feel so weak! It-it must be this tower… something about it is draining me. Watcher… be strong, big brother.

It was difficult for Watcher to fight his best friend, and despite his injuries, he needed to push forward and put a stop to this nonsense Silver was spouting on about. Holding fast, Watcher began to wind up his hoof for another uppercut as the white unicorn came charging at him again, throwing a left hook that barely missed his face, before returning with a counter strike, hitting Silver Smith in his jaw and sending him falling to his back.

Watcher had the advantage in combat and experience with his time as a hired mercenary, but somehow Silver Smith was holding his own against him even though he had never had been in a serious fight in all of his life. The white unicorn stood up and back hoofed him in the face, before throwing a left hook, knocking Watcher to the ground.

“Watcher! Why are you protecting that lying bastard!”

“Because he’s family! Same as you, Silver!” Watcher grunted as he ignored the pain and forced himself to stand.
“Silver, please! Wake up! This isn’t you, it’s this place! It’s cursed, evil! It’s messing with your head. This isn’t you, Silver!”

“Isn’t it? I feel more like myself than I ever have!” Silver pulled his lips back in a twisted smirk and a look of happy madness in his eyes that quickly darkened into a warning glare. “So let me make myself clear, Watcher… Step aside, or I will kill you along with that fraud of a prince!”

“ERRAUGHH!!!!” Watcher mustered a powerful spell that ignited magic flames of purple and zoomed straight at Silver like undulating ribbons, sending him for a loop.

Silver hadn’t expected such a vicious attack as he fell and rolled across the floor, only a pony’s length away from the shaft. Groaning angrily, he shook his head and was about to stand when he felt Watcher rush over to pin Silver down.

“Silver… please!” Silver felt a flicker of shock to see Watcher giving him a desperate look of sympathy, “You’re a good person but you’re making all of the wrong decisions!”

“SHUT UP!!” Silver tried to force Watcher off, but he held firm.

“Is this really what Grey Bar would have wanted? What your parents would have wanted?!” Watcher demanded.

“I DON’T KNOW WHAT ELSE TO DO!!!” Silver screamed as his voice began to break and a shock spread across his face as a sliver of sanity surfaced and Silver broke into tears as he uttered, “I- I don’t… I don’t know what else to do…!”

“It’s not too late to end this…”

“Your… you're right… I should end this!” Silver yelled, his horn was suddenly surrounded by a dark aura and it suddenly wrapped around the charcoal unicorn, lifting him up into the as he began to yell in agony, mana began to flow out of Watcher and into Silver Smith.
“I’ll fix you Watch… You’ll be free from that freak's control!”

However, before Silver Smith could take anymore mana away from Watcher, Midnight suddenly tackled the white unicorn to the ground, causing him to release his cousin from Silver’s grasp and began to punch him repeatedly.

“I’M THE ONE YOU’RE AFTER SO LEAVE HIM ALONE!!!” Midnight shouted, throwing punches across Silver’s face, but he was suddenly thrown off of him. Silver soon stood on top of his back and began to crush one of his wings with his hooves.
“AHHHH!!”

“Hurts doesn’t it!!!” Silver yelled, picking up the alicorn from his neck with his tendrils and held him up high into the air!
“You won’t take anything else from anypony again! With this power, I’ll eliminate everypony you corrupted, saving them all. And Equestria will finally be free from your evil!!!!”

“LEAVE THEM ALL ALONE!!!” Everypony turned towards the source of the voice, terrified and desperate, seeing Mini Claire dashing towards them with a lit up lantern in her magic before she suddenly tossed it directly into Silver’s face, hot melted wax burning his fur and flesh, causing him to drop Midnight as he screamed in pain.

“MINI!!! GET OUT OF THERE!!!” Twinken shouted, running towards her.

“INSOLENT BRAAAAATTTT!!!!” Silver screamed in agonized madness, grabbing her by her mane with his hoof before she could have the chance to run and threw her against the wall with all his might

*CRACK*

“Mini?” Twinken uttered as he stared at the unmoving form of his friend as a pool of blood began to form around her.

“Stupid foal…” Silver winced as he conjured some grim mana that seemed to heal the burns on his face yet left some foul residue, staining Silver’s fur with dark bluish-purple as his eyes turned back towards Midnight, who was struggling to stand as he felt his strength slipping away.
“Heheha, can you feel it, your highness?! Your strength, your power, fading like the sunlight at dusk…”

“Silver, please…!” Midnight groaned, not just feeling weak but now starting to feel sick to his stomach. “You’ve crossed a line already, don’t make it worse!”

“What, the filly?” Silver snubbed, “That poor thing was already lost. Her mind clouded and poisoned into believing you to be some kind of a hero, but that couldn’t be further from the truth, now could it…”

“It’s true… I have blood on my hooves,” Midnight might not have had the strength, but he certainly had the will, to stand and face adversity and return Silver’s look of disdainful arrogance with one of a stallion who remained true to his virtues.
“I have taken life, more times than I care to count. But it was always in the service of doing good, to protect the people and the nation they call home. You? I don’t know what kind of pony you were before you stepped into this tower… but whoever you were before, now you’re unrecognizable.”

Silver narrowed his eyes as Midnight went on.

“You’re poisoned with fear, spite, and insanity! Blind with paranoia and self-righteousness, and now you are a murderer of an innocent soul!”

“SHUT UP, YOU…!!!” Silver screamed as he lashed out with his hooves, wretched darkness extending from them to form a vile grasp that seized Midnight by the throat as he pulled the alicorn closer to look him in the eye as he seethed, “You are going to look me in the eye as I kill you… so I can see the light leave your eyes! Just as it left my uncle’s after you killed him!!!”

“Sil- Ach!” Midnight tried to utter, but Silver began to squeeze, Midnight starting to choke, too weak to force Silver off, only able to resist pitifully as he tried in vain to push Silver off. But he might as well have been trying to break a wall of solid steel with a weed.

Twinken had been staring in utter shock and heartbreak to see Mini’s unmoving body as blood pooled around her head. But hearing his brother’s choking cries snapped him out of it as he looked over and saw Silver choking the life out of him.

“No…!” Twinken whispered. He’d just lost Mini. He would not lose his brother!

Looking around, he quickly noticed what looked like a rusty old pipe. He focused, his red mana lifting the pipe, which was heavier than it looked, and Twinken screamed desperately as he gave it a HEAVE!

An explosion of pain sent lightning bolts through Silver’s skull, breaking his concentration and causing him to release his grip on Midnight’s throat. Midnight fell to his haunches, gasping for breath while Silver stumbled, dazed, in pain, but through the fog of it… he took notice of Twinken, who stared at him in contemptuous horror.

Silver felt rage burn in his guts, incensed by his pain, field by his hatred! He glared with the twisted look of a madpony as he ROARED and lunged for Twinken, who fell back, whimpering… when Watcher charged in from out of nowhere, tackling Silver away from his little cousin!

The impact of the larger and heavier stallion caused Silver to roll with momentum… straight for the shaft.

For the briefest of moments, Watcher and Silver’s eyes met, and Watcher felt his heart tear in two as he’d realized what he’d just done, and felt a terrible weight drop into his stomach as Silver uttered one word in confused fear.

“Watcher?”

And then… he fell.

“AAAAAUUUUUUUUUUGGGGGGGHHHHHHH...!!!!!" Silver screamed at the top of his lungs as he plummeted down the shaft, vanishing into the dark, his screams echoing until his voice could no longer be heard.

“Silver… You left me, with no other choice.” Watcher muttered to himself, before turning to see Twinken helping his brother to his hooves, tears streaming down his cheeks as his eyes were trained on Mini Claire.

Seeing how devastated the young colt was, he immediately rushed over to the little filly’s side and noticed that her horn was cracked and she was dripping blood from her forehead, but using his magic, he checked for a pulse and he felt a faint heartbeat. The filly was still alive!
“She’s alive, but we need to get her to a hospital fast! Let’s get out of this damn place!”

It took them a while, but eventually, the two stallions and foals made it to the bottom floor hall. Hardly a word had been spoken as they’d descended the several flights of stairs. Midnight had put Grey Bar out of his misery, Watcher had killed his best friend to save his cousins and Twinken was worried about Mini Claire, whose horn had been cracked and despite bandaging it up as best they could, the secured cloth was starting to redden.

This place, this tower… Midnight thought as they reached the ground floor, It must be destroyed.

Although he and Watcher were still in bad shape, Midnight was relieved that a little of his strength had returned to him, but that didn’t assure his dread nor did it shed any light as to exactly what sort of evil haunted this cursed place. Lives had been taken here, dragged into these dark walls, driven mad, terrified, drained, slaughtered by a faceless horror that none of them could comprehend.

Looking across the room, they saw the doors ajar, faint starlight pouring in.

“We’re almost out…” Watcher winced in pain as he felt his injuries punishing him for continuing to deny himself rest, yet he couldn’t help smirking in relief.

“I know a flare spell,” Twinken stepped in front of his brother and cousin, “I’ll run out and launch it to let the guards know we need help!”

“Twinken, wait!” Midnight called after his brother, but the colt was already running towards the exit.

He hadn’t even made it halfway when…

Twinken froze in utter horror as he whispered, “Not again!”

Midnight and Watcher sensed it too as a malevolent aura filled the room, a sickening weight dropping into the pits of their stomachs and an ominous chill washed over their aching bodies! Though she did not wake, Mini stirred and whimpered in her unconscious state.

Twinken took notice of the dripping tar coming from above him and it was there that his eyes widened in terror as the Entity started oozing from the ceiling above them as he immediately ran back to Midnight and Watcher, who took a stance as the Entity began to form before them. Its piercing blue eyes stared at the two stallions with pure hatred, as its limbs began to grow, and the same old white suit reformed around it. The Entity towered over the four of them as it’s tendrils waved back and forth in the air before finally the same white hat appeared atop of it’s head.

“A-AlIVe!!? N-No… Nonononono! HoW? TELL ME HOW!?!?” The Entity roared, its tendrils grabbing the four of them and hoisted them up high into the air, bringing Midnight closer.
“The Blaze lies… Death follows you… like a shadow! I MUST DESTROY!!!”

“LEAVE HIM!!!” Watcher shouted, shooting out a bolt of mana at the Entity, scorching it’s torso, causing it to drop them all to the ground.
“Midnight, get these kids out of here… I can hold off this thing long enough for you to get to safety. And once you are out… BLOW THIS FUCKING TOWER TO HELL!!!”

“No! I’m not leaving you!” Midnight argued, but before he could continue, he suddenly had the wind knock out of him as he was sent crashing into the wall by the force of the Entity’s black tendrils.

“Leave now with the foals… or die like that deceiver!” The Entity spoke, keeping a blank expression as it’s words sent a chill down the charcoal stallion’s spine, but he held his ground.

“Sure… After I kick your goddessdamn ass!!” Watcher shouted, using what little mana he had left, he managed to conjure a black flame above the tip of his horn, it seemed small to the young colt who held Mini in his hooves as he watched his cousin launch at the Entity. However, once it connected, the creature was suddenly engulfed in black flames, its suit burning away as it let out a wretched screech that echoed throughout the whole tower, shaking the very surface they stood on.

Seeing the Entity true to put the flames out, Watcher rushed over to Midnight’s side and helped him to his hooves.
“Midnight… Please tell me you have a plan? Cause I’m… fresh out of mana and ideas! We can’t conjure our weapons and it looks like those flames of mine ain’t going to last long! In other words, our butts are against the wall here!”

“Urgh… I barely have any mana left myself, but…” Midnight groaned as he tried to think when something crossed his mind. “Wait… this place… it’s like a prison or… no, it’s more like a wizard’s tower!”

“What do you mean?” Watcher asked, keeping his eyes on the Entity as it was literally pulling itself together.

“Unicorn mages that dedicate themselves to the arts of magic often construct a tower to serve as their home or at the very least a stronghold where they can safely and privately practice their magic,” explained Midnight, “and as with every venue, it’s all about… location!”

Midnight focused what mana he had left and directed it towards the ground on which the Tower stood. Through the murk, the darkness, the unclean essence that flowed through this evil place like poisoned blood…

There! Midnight’s eyes snapped open and he smiled with just a little madness but more with restored hope, “I knew it! That explains why this place is so rife with energy!”

“Get to the point already, cuz…!” Watcher urged as the Entity was almost done repairing the damage to its body.

“Watcher! This tower! It’s built upon a ley line!” Midnight explained, “If you can keep it busy for just a moment…!”

“AUGH!! Why do I always gotta do the dirty work…?!” Watcher griped as he charged forward. “Midnight, you damn well better be onto something here! If I die and you don’t I’ll haunt you for the rest of your life!”

“Just keep him busy…!” Midnight closed his eyes as he concentrated, his horn beginning to light up while his wings spread.

“Damn it!” Watcher groaned as he picked up an old rusted dagger that had been sticking out of an old skeleton.
“HEY, OVER HERE YOU, BIG PILE OF RANCID HORSEAPPLES!!! COME AND GET ME!!!”

However, as Watcher held the old dagger in his hoof, the Entity started to reform once again, but something felt off to the unicorn as he noticed tar coming out of the walls, floors, and ceiling and began to flow into the Entity.

“Midnighhhhhtt!!! YOU DONE YET!!?!!”

“Patience is a virtue, you know, cuz!” Midnight responded as he probed deeper...

“Not right now it isn’t, you bastard!!!”

“Midnight, I really think you should hurry!” Twinken called from the sidelines, keeping Mini out of harm’s way.

“Almost there, almost there…!” Furrowing his brows in the most intense of concentration, Midnight was beginning to sweat, a vein pulsing on the side of his head, as he pushed what little power he had left downwards…

Watcher could only watch in frustration as he quickly turned to face the monster once more, but when he did, he was met with something even worse. The creature that stood before them now was a massive beast that had three heads of a hound like Cerberus, the Keeper of Tartarus, it had six long legs and six arms that resembled that of the dragons.

“For seven hundred long years… I’ve dreamed of you… I remembered you… I-I HATED you!!! OH I’VE BEEN WAITING… HERE… ALL THIS TIME FOR THIS VERY MOMENT!!! TIME TO DIE!!!!” The Entity roared, raising its massive arms and flexing its terrible claws.

Watcher was scared, but he held his ground as he shouted, “And how many lives have you destroyed?! How many have suffered a dark and lonely demise because of your insanity? I bet you don’t even remember who or what you are, but whatever happened to you, it was your own fault because none of us have ever been here and you’re totally bonkers to continue to delude yourself otherwise!!!”

“RRRGGGGGHHHAAAAUUUGGHGHHH!!!!!!!!” The Entity screamed and roared in utter fury as it threw its many claws right toward Watcher, who winced and closed his eyes-

A chill suddenly cut through the violent situation, causing the Entity to quite literally freeze in its tracks, its claws mere inches away from enclosing around Watcher’s form… and then there was a light!

Watchter, Twinken, and the Entity looked to the source and saw Midnight. He now stood on all four of his hooves, his head hung low… as fractals of mana flowed around him in a flurrious display of power! Slowly but surely, he raised his head and stood tall and proud as his eyes then opened and from the corners flowed turquoise mana behaving like blue fire!

The wounds Midnight had accumulated throughout this night in this wretched tower glowed and faded away, completely healed.

“Find the Light… Nightfall!”

Midnight’s sword appeared in a burst of blue embers that quickly burst again into flames that flowed over the whole of his form! Then the fires died away, revealing Midnight now clad in his Harmonic Armor and Helm, armed with the clawed gauntlets of Nightfall’s empowered form!

His horn lit up like a beacon as Midnight looked to Watcher and a beam of energy quickly flew to the older stallion and he gasped! He felt his energy reignite! His pain and injuries burned for the briefest of moments before they gave way to the soothing warmth of a healing magic and he felt as though he was filling to the brim with power! For he was, as the excess energy flowed from his own eyes in the form of purple flames!

Watcher sighed in blessed relief as he gave Midnight a good-natured glare, “Damn it all, Midnight! I’m not sure if I just lost a few years of my life from that close shave or if you added a few decades!”

“Eh, prob’ly both,” Midnight shrugged, “Better late than never though, huh?”

“Guess I can’t complain now.” Watcher stated, his horn beginning to glow as he fired off multiple black flames at the Entity, consuming the beast’s body, but not before it swung several of its arms at the two mages. The two managed to dodge the counter attack with ease.

“YOU SHALL ALL PERISH!!!!” The Entity roared in rage as it had finally put the rest of the black flames out. Tendrils suddenly sprouted from all over its body and tar began to drip to the ground and ponies began to form.

“Crap… as if we haven’t had enough to deal with!" Watcher shouted, as he tried to conjure up his blades, but the tar ponies began to charge at them, forcing them to take them on bare hoofed. Watcher's hooves quickly ignited in purple flames and he began to swing his hooves at each of the oncoming waves of enemies, burning parts of their bodies off with each strike.
“I’ll hold them off while you take care of that bastard!”

“Gladly…” Midnight faced the Entity, the claws of Nightfall bared and itching for a slaughter. He raised the foreclaw towards the force of evil as he declared, “You have been tried and you have been measured. You have terrorized this land and those of Trottingham for too long, and have taken countless lives, subjecting them to horror and death! Whoever or whatever you once were, I pray Faust will show mercy on your soul… Count up your sins!!”

Without hesitation, Midnight charged and the Entity snarled as it met him halfway in a brutal impact of its goopy hoof smashing into the closed fits of Nightfall’s right gauntlet, but did not expect the left gauntlet to slash upwards, cutting the Entity’s hoof off, making it stumble back and scream in agony.

It shook in pain and rage as its tar-like filth bled from the open wound and formed a new hoof to replace the one Midnight had taken. It threw a livid glare at Midnight as it seethed, “I HATE YOU!! YOUR VERY EXISTENCE IS A CURSE!!!! A LIE!!!”

“You hate the fact that you’re facing someone who can fight back,” Midnight responded coldly, “someone you can’t scare and push around like the coward and bully you really are!”

“RRRAUGH!!!” The Entity roared as tendrils grew and writhed from its back and withers before lashing out at Midnight.

“Full Moon Shield,” Midnight spoke softly, a spherical shield of silvery-blue energy rising up to protect him.

The Entity’s filthy tendrils tried to whip and grasp and break through, but it couldn’t get a grip. It was like trying to grasp a smooth and slippery ball.

“ERRGH! Hide ALL you like, Welp! Hide like the coward you really are!!!” The Entity raged.

“PATHETIC!” Midnight focused a pulse of energy across his shield’s surface, jolting the tendrils and the Entity recoiled them back, more from surprise than pain, when Midnight raised one of his gauntlets, energy flowing as he waved it forward.
“You are… NOTHING!!!”

The energy rose up in vaporous wisps before bunching into a dense energy ball… that suddenly fired a volley of lasers straight at the Entity! It shrieked in pain as some of the lasers tore into its body, causing it to retreat and run to avoid the lasers but they kept coming.

"No, nononono…?! Me! On the run! IMPOSSIBLE!" The Entity thought with a most infuriated outrage!
"No! I’ve waited too long, I’ve suffered too much! I… will have MY REVENGE!!!"

The Entity stopped running but its form collapsed into a viscous sludge, avoiding the lasers as they only affected the Entity’s physical body. Midnight stopped his Lunar Lasers and narrowed his eyes as the Entity’s putrid slime seemed to seep and sink into the cracks into the floor, seemingly disappearing.

Midnight was on high alert, looking around but keeping his cool, waiting for his enemy to strike. Remembering his training, he took a deep breath and closed his eyes before reaching out with his senses. His ears listened, his nose smelled, his hooves felt. He had been trained by a master Lunobi to sense presences as well as the intent to kill. It’d been difficult, but he’d mastered the discipline… as he suddenly whirled around, forming blades of solid shadow from his wingtips to meet the sneak-attack from above as the Entity had reformed from cracks in the ceiling and dropped down, its own wretched claws bared, only to meet Midnight's defense before he threw it to the side, causing the Entity to roll head over feet before it scrambled to stand and growl viciously at Midnight.

“Your sneak-attacks won’t work on me!” Midnight raised both gauntlets, uttering, “Night Saber…”

From each gauntlet extended a blade of solid moonlight energy, before Midnight charged forward again, slashing towards the Entity as it mustered a pair of blades of its own, wicked saber-like swords of blackness as it clashed with Midnight and they engaged each other in ferocious swordplay.

Midnight was surprised by how skilled his foe was. He’d never have pegged a wretched monster could be so exemplary in the way of the sword. It held its own against him and though Midnight wasn’t holding back, he couldn’t help but be intrigued by the Entity’s surprising skill.

Vile as it was, the Entity was a nimble opponent. It seemed to dance around Midnight’s strikes, preferring to deflect rather than block. Whenever it attacked, its blows were savage yet calculated, like the strike of a snake.

This dance of blades went on for only a few seconds longer before Midnight dropped and lashed out his long tail, tripping the Entity, which caused it to drop its weapons, the blades splattering on the ground, no longer solid and holding their shape.

Leaping back, Midnight dispersed the Night Saber blades while focusing a Freeze Spell into his gauntlets before unleashing a focused blast of a most bitter cold towards the Entity. However, before he could fire off a his freeze spell from his gauntlets, the creature’s black tendrils began to whip around wildly, breaking apart the walls and ground around them, debris getting thrown about, some towards Midnight, who lost his concentration and raised his wings, armored with solid shadow, to shield himself.

No impact came though and when he removed his wings, he saw his cousin standing before him with a wall of burning hot lava. The charcoal unicorn had a few scrapes and bruises on his body, but when he looked into the stallion’s eyes, he only saw a burning rage of determination in them.

“You can conjure lava?!” Midnight gawked at his cousin’s magic in utter disbelief. Conjuring Lava was an incredibly advanced magical skill, usable only by advanced fire or earth mages.

“When fire is the only thing you’re good at… may as well stick to spells around that! Not as easy as it looks though! It took me two years to perfect this spell!”

“Remind me to give you some magical study aids later on!” Midnight smiled proudly at his cousin, “You’ve got serious skills and power, big brother!”

“Hah! We’ll see… After we escape this damn Tower!” Watcher said, smirking as he continued to glare at the enemy before them. His mane igniting in flames once more as several spear-like flames formed above his head.
“It’s going to take both of us to beat this freak, Midnight… We just need one moment and when that moment comes, take the shot no matter what!”

“Alright! Let’s do this!” Midnight shouted as he suddenly took flight into the air, followed by the charcoal unicorn who propelled himself into the air by concentrating the flames on his hooves to take off while simultaneously firing off his flaming spears at the Entity who guarded himself by raising a wall of tar into the air.

“I’ll take care of his defenses, while you try to get in close, I’ll cover you!” Watcher ordered as he suddenly twirled around in the air and began firing off a barrage of purple spheres of concentrated fire at the Entity’s tendrils, blowing them to pieces as the tar like being howled in pain.

“RAAAAAAHHHHH!!!!!!!” The Entity roared in anger as more black tendrils sprouted from its back and lunged towards charcoal unicorn who dodge each of them due to the flames increasing his speed.

Watcher leaped over on tendrils that struck the wall and began to run up on one of the Tendrils, summoning a black sword with his magic and began to cut through the tar as quickly as he could, before motioning with his free hoof for the alicorn to fly in as he continued to run up on towards the Entity who tried to knock the black unicorn off with its razor sharp claws.

Midnight, doing his best to avoid the remaining Tendrils, flew in quickly, extending his hoof out towards his cousin, who grabbed on tightly and began to spin the alicorn around in a circle quickly, dropping his sword momentarily in order for his hoof to be free. Using the flames from his free hoof to increase the speed of his spin. Creating a purple ring before finally releasing the alicorn towards the Entity as he fired off three flaming spears, striking the Entity in the eyes as Midnight struck the tar-like being in the neck, sending it crashing into the ground.

“GRAAAAHHH!!!” The Entity stood up quickly as more Tendrils began to come out of the walls and ground, whirling around rapidly as they began to destroy everything in their path, nearly hitting the two foals as debris flew everywhere around them. Twinken could hardly believe that this monster was still holding its own against the two powerful wizards.

Watcher tried to avoid the tendrils, but kept getting struck by them, but what came next surprised everypony as something big had jumped onto the charcoal unicorn and sent him crashing towards the ground.

“COUSIN WATCHER!!!” Twinken shouted, about to run towards him, but stopped as he saw the three-headed minotaur that had chased both him and Mini in the tower. It was trying to smash him with its massive arm, but somehow Watcher was holding it at bay with his hooves, trying to melt it off, but was flung to a broken chair.

“N-Not… this fucker…”

“Watcher! Are you okay!?” Midnight shouted, still avoiding the tendrils trying to grab hold of him.

“I’m fine… but this thing is what broke my arm outside the Tower!!! Try to hold out while I take this guy down!!!” Watcher said, whirling around suddenly as he propelled his arm backwards, striking the monster with his elbow and sent it crashing to the ground.
“GRAH!!!”

“What do you think I’ve been doing!!?” Midnight shouted in aggravation as he bore his gauntlets’ claws at the Entity.

Seeing the Entity getting larger and larger by the second as his cousin tried to hold out on his own, the charcoal unicorn soon realized that if he didn't finish off the minotaur now, his cousin was going to die. That was something that couldn’t happen and would not happen as he started channeling the heat from his own body and focused it at a singular point at the center of his body as a small purple flame appeared and began to condense itself. The flames from Watcher’s mane and tail began to evaporate and pull towards the center of that single flame.

A rare phenomenon that displayed a unicorn of truly formidable magical power, when he could turn his own mane and tail into flaming mana!

If we are going to stop that monster… I need to finish this bastard off now! To think I’d have to actually use that forbidden spell on a worthless three headed freak!!!

“You’re the one that broke my foreleg outside earlier! So allow me to pay you back by turning you to ashes!!! EMBER’S FLASH!!!” Watcher shouted, as the condensed flame suddenly erupted and flew rapidly at the three headed minotaur rushing towards him, meeting his attack head on only for its fist to start falling apart before the blast began to consume the giant beast until it was completely overtaken and reduced to a smoldering pile of ashes. Seeing that the massive monster was now gone, Watcher tried to turn his attention towards the Entity and his cousin only for searing pain to wrack his entire body.

He knew that using that spell would not only take a year off his life, but would cause unimaginable pain that most ponies would be rendered unconscious. However, somehow he was still awake and standing.

It… it must be all that energy Midnight gave me! Watcher realized, and some relief washed over him only for it to be replaced with worry as he thought, But it hurts so much…! I can’t help Midnight like this!

Then, Watcher had an idea and immediately wished he had a better one, but there was no time. Especially when he saw the Entity lash out a tentacle of vile tarrish-goo, literally sweeping Midnight off of his hooves and falling onto his back.

Before the alicorn could scramble back up, more of those tentacles lashed out, snaring his hind legs together, pinning his gauntlets to his side, and one snaring his neck!

Arghh, Midnight will kill me for this…! Watcher looked over to Twinken, who watched in terror, and shouted, “Twinken! You gotta help your brother! I can’t move!”

“H-How? I-I can’t stop that- That… thing!” Twinken looked desperately at Watcher.

“Don’t doubt yourself!!! Never doubt until you try!!! Whatever Midnight taught you, reach deep down and push forward!!! You can do it!!!” Watcher shouted at the top of his lungs as he fell to the ground, trying to push himself back up but to no avail.

Whimpering but seeing Watcher couldn’t help, Twinken looked back to his brother, who was struggling to free himself as well as to breathe. The Entity now towered over them all, needing to hunch in a room where the ceiling was two stables high. It leered down sadistically at its prey as it put the squeeze onto Midnight’s windpipe, and it was when Twinken heard, even amongst the choked gasps, frightened cries and whimpers coming from his big brother, a fire lit in his heart.

No… no! Twinken furrowed his brows, stoked his anger and ignited his mana, which burst from his horn in sparks of searing red. “I lost him once, I won’t lose him again!!!”

Making sure Mini Claire was safe, Twinken rushed forward as he launched a fireball spell into the Entity’s face, making it snarl more in annoyance than pain. But it did the trick as it relaxed its grip on Midnight and threw a spiteful glare at the colt.

“Aw… tHe LiTtLe FoAl RuShEs To BiG brOtHeR’s ReScUe,” it mocked with its gritty and puckery voice, “WaIt YoUr TuRn, YoU lItTlE BRAT!!!! ONCE I’M DONE WITH YOUR BROTHER, YOU’RE NEXT!!!!”

“No! You’ve hurt and ruined the lives of too many already!!” Twinken focused his power as he steeled his spirit.
“You will never hurt anyone else again!!!”

Twinken closed his eyes as his power coursed through his veins, causing him to float in the air… before his eyes burst open with bright red mana and he lashed out in telepathic assault, his power snaring the Entity’s mind…

Darkness was all that could be seen before the little indigo unicorn opened his eyes and what he was greeted with was a sight that was unlike anything he had ever seen before in his life. It looked as if he had stepped into a shattered Trottingham, debris floating everywhere and black hooves larger than the buildings themselves floated across the sky.

Twinken took a step forward and noticed wooden floors began to form in front of him. It was hard to tell who or even what this thing was, but whatever this thing was thinking, it was truly terrifying and the more he trotted, the floors and walls began to form around him. It was there he noticed writing on the walls.

“H-He lies?” Twinken muttered to himself as he noticed the further he walked he started hearing something familiar.

“N-No… NOT AGAIN!!!” Twinken suddenly ran and the ticking sounds started to get faster.

It was then that he realized that there was something off, something that wasn’t the same as his pace began to slow down and the rhythm of his hoof steps began to echo or rather the rhythm of the ticking. It was his own hooves, and realizing that he was able to sigh in relief as he continued his way down the apparently long hallway that had formed before him.

Twinken noticed that by the time he reached the end of the hall, the floor had shattered beneath him and he began to fall until it was dark once again until he landed on something hard and he soon found himself in a dark cavern of sorts. It was strange as he began to realize that he was in a memory, as it was the only thing that wasn’t shattered or distorted.

Though frightened by what might lay ahead he pushed forward as he knew that the answers everypony needed was somewhere in this memory.
“I can do this… I can do this!”

Twinken marched forward into the dark cavern, his horn illuminating the darkness around him with a bold red as he noticed pools of bubbling tar around him. They simmered and puckered and gave off a hot, humid and foul, festering stench like rot. Twinken could feel it…

This place is evil…! he thought with a nervous shudder.

However it wasn’t until he moved towards a ledge of a cliff that his eyes widened in horror as he saw a massive pit of black tar before him. He looked down and saw skeletons that were nearly melted completely and from them he heard moans. Insects made their way towards the black oozing pit and one touch caused them to bloat and bloat until they completely exploded as tar flew across the pit.

And from the piles of tar, they began to form into large massive centipedes made of tar.

“NOOOOOOOOOOOO!!!! AAAAAHHHHHHH!!!!” Twinken heard, and he instantly recognized that voice. It was Silver Smith’s and just above the pit, the silver-white unicorn fell through an opening in the cavern ceiling.

“Oh no!” Twinken realized what was about to happen as it unfolded before his very eyes, and Silver Smith fell into the pit.

His screams of agony echoed throughout the cavern as Twinken watched as the stallion’s fur began to burn off of him as he struggled to try and swim out of it, but the more he struggled the further he began to sink in. The smell of burning meat filled the air as Silver’s naked skin burned and reddened from the boiling filth. But it was the searing screams of agony that horrified Twinken as he saw one of Silver’s eyes begin to melt right out of his eye socket before he completely sank inside.

The little unicorn wanted to vomit as he turned away and began to gag, but suddenly he found himself at the bottom of the ledge instead and when he turned back, a oozing black hoof burst out of the pit and began to pull itself forward. Twinken saw a pony’s head came out. Shivering in place he heard the pony muttering.

“L-Lies… B-Blazes lie…” It was Silver, but he couldn’t see his face that well.

Before Twinken could get a better look, the memory changed, taking them somewhere else. A room with a chair at the center and before he could take a moment to look around, Silver Smith had trotted past him, picking up an old white suit.

“-Cold… Cold…”

“W-What's going on?” Twinken muttered until he suddenly found himself outside of the tower and saw Silver strangling a pony as a stream of mana began to flow out of the pony and into the stallion’s mouth.

Turning around rapidly he soon found himself back in the tower and the stallion smearing blood across the walls. ‘Blazes Lies… ‘Deceiver’ and a bunch of other words that seemed to get more and more messier. And crazier.

“BLazES LIes…”

However before Twinken took a step back, he soon found himself outside the Tower once more only it was day time.

“Today I’d like to announce the first Nightmare Night haunted Tower!!! With this group of young lads venturing in for the very first time!” A stallion wearing a white fedora said with glee as a trio of young minotaur that looked no older than him entered the tower with excitement.
“It has taken us quite some time but hopefully we’ll be able to make this a tradition every year!”

Twinken saw as the three little minotaurs entered the tower with excitement and wonder, but it was then that he began hearing something very, very familiar.

The front doors closing behind the trio as the same stallion was suddenly pulled by a black tendril, his hat hitting the floor.

“W-What’s going on here!?” The stallion yelled, only to suddenly be lifted into the air as the three minotaur began to cower in fear as a stallion made completely out of tar, stared down at them with glowing blue piercing eyes, picking up the stallion’s hat and placing it on his head.

“CHildReN… HElp… mE…”

“W-What?” One of the kids muttered as the three hugged each other tightly.

“HUNGRY!!!” The stallion once known as Silver Smith was gone, and in his place was the very thing he had feared.

“T-The Entity…” Twinken whispered, watching as the creature opened its mouth as it suddenly attacked the three little colts and began to rip their bodies apart as it slowly began to drain the life out of them.

Now Twinken knew.

This evil. This horror! This… thing that had terrified and threatened them throughout this horrible night!

It’s… it was always Silver! Twinken realized in cold, sickening horror.

However, before he could dwell on it any further, something began to hover over him, his ears drooped as he slowly turned around, his eyes widened in horror as he saw the Entity’s mouth dripping with bloody maw, carrying the heads of the three little minotaurs.

He watched as their heads began to slowly melt into tar as the Entity suddenly lunged at Twinken.

The last thing the colt saw was…

“AAAAAUUUUGGGGGHHHHH!!!!!!!” Twinken screamed as he came out of the telepathic link, closed his eyes… and slumped to the floor, silent and unmoving.

“TWINKEN!” Midnight cried out in concern.
“YOU’RE GONNA PAY FOR THAT!!” Watcher yelled as he glared at the Entity…

...and saw something was off.

Both stallions were confused to see the Entity looking dazed and in pain as it shrunk back down to its regular size- No… even smaller!

It now stood no taller than an average stallion, some of its putrid gloop sliding off its rotting flesh, revealing a pitiful creature, neighing lowly in miserable agony.

“Whatever Twinken did, it seems to have worked!” Watcher said to his cousin.
“Then it’s time to end this, and put this creature out of its misery!” nodded Midnight as he focused.

His horn lit up with blistering blue mana matching the fiery mana that leaked out the corners of his eyes, and he instructed, “Watcher, hold it still!”

“You got it!” Watcher jumped forward, landed squarely on his hooves and cast a spell.

From his horn lashed out an energy line of purple mana, that formed a lasso and snared the Entity around its neck, causing it to whinny in alarm but it was too weak to resist.

“NOW!” Watcher shouted as he kept hold.

Midnight let the fiery mana flow across his entire form… before he charged, his every hoofstep burning the floor as he felt the power ignite and he shouted:

He leapt and somersaulted at high speeds, becoming a blazing disc of fiery power that tore and burned through the Entity at the same time, causing it to throw its head back and let out a pitiful cry of hurt before its body quickly burned up, leaving nothing but ash.

Midnight landed on the other side of the room, the fiery mana dying down to reveal his armor gone, his gauntlets returning to their sword form before it was absorbed back into Midnight's body, and he spun `round to see for himself.

It was over.

Watcher felt his own energy die down some as the adrenaline finally ran its course, leaving him panting yet he still felt pretty good.

They shared a look before they both rushed over to Twinken and checked on him.

“He’s alright… just unconscious,” sighed Midnight in relief after examining his little brother.

“I wonder what happened when he did whatever he did!” Watcher brought up. “Somehow… Twinken seemed to weaken the Entity!”

“I dunno, but-” Midnight was interrupted by a rumbling sound and a distant yet bone-chilling shriek, sounding like something was dying.
“Something’s wrong!”

“I feel it too, it’s…!” Watcher gasped as a beam fell through the rooted ceiling and he realized, “The tower! It’s collapsing!”

“We gotta get out of here!” Midnight levitated Twinken onto his back. “The filly!”

“I got her!” Watcher hurried over to levitate Mini Claire, still out of it, onto his own back, and the two of them carried their precious charges as they charged for the exit!

Everything began to fall apart around them as they trotted as fast as their hooves could carry them, avoiding any debris that fell in front of them. Watcher quickly pushed Midnight out of the way of a falling beam while also quickly doing a somersault to avoid a broken piece of ceiling crashing on them, the both of them using their magic to keep their precious cargo from falling off of their backs.

The two stallion’s burst through the front entrance, shattering the door to pieces as they didn’t bother to look back, they only ran.

It was almost dawn as Celestia’s sun peered over the horizon and ponies began to come outside due to all the commotion only to be greeted by the sight of the old haunted tower that had taken so many lives for so many years…

…finally collapsed.

Next Chapter: 390. The Ticking Tower - Epilogue Estimated time remaining: 12 Hours, 48 Minutes