In a village near the foot of Mt. Canterlot, there was a town called Ponyville. The normally quaint town was now in a state of panic and despair. As the full moon shined over the town, every stallion, mare, and foal ran for their lives as several creatures swarmed down from the skies.

A scream echoed across the small town as a young lavender Unicorn galloped towards the village outskirts, a purple baby Dragon with green spikes clutching to her back for dear life as tears streamed from his eyes.

‘How could everything have gone so wrong?!’ The young mare thought to herself before darting behind one of the overturned carts. She looked around before taking a chance and darted towards another cart only to be intercepted by what could only be described as a decaying earth pony wearing a strange uniform. It was about to grab her when the Unicorn’s horn glowed and released a magic bolt that knocked the pony back. Using this opportunity, she galloped towards the carriage and barely made it as a pure black bolt almost hit her.

“Twilight, what are these things?!” The young dragon asked her with fear etched into his voice.

“I-I don’t know! They look like ponies but that’s impossible!” The Unicorn shouted as she continued to run, all the while trying to figure out how everything went to Tartarus so quickly. Thinking back to the moment it all started...

Flashback: Twilight Sparkle's POV

Inside town hall, everypony had gathered to witness the Princess raise the sun, as was the tradition of the Summer Sun celebration. Many Royal Guards patrolled the area. The Wonderbolts soared through the skies above, pulling off some aerial stunts to warm the crowd up (with a certain rainbow-maned Pegasus cheering the loudest).

Everything seemed to be so perfect...and Twilight knew it wouldn’t last, the feeling of dread filled her mind as she looked around.

'Any second now, the Mare in the Moon will show herself and attempt to bring all of Equestria into an eternal night...' The lavender unicorn thought to herself, her legs shivering and she looked at every shadow in the room, half-expecting her to jump out of one of them.

"Twilight? TWILIGHT!" Spike yelled, snapping her out of her thoughts. "Will you please calm down? You’re shaking all over!"

Twilight took a deep breath, remembering the calming method her old foalsitter, Cadence, taught her. "I'm sorry Spike, it's just...I'm a little nervous."

"Don't tell me you're still worried about that old ponytale? That's just a myth, a story made up for Nightmare Night!" The young drake reassured his sister-figure before climbing on top of her head, hoping to get a better view. "Now let's relax and watch the sunrise!"

"Yeah, I suppose you're right..." She said, but deep down inside she knew something was wrong...

"Fillies and gentlecolts!" A voice called out as a female Earth Pony stepped into the spotlight. "As the mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" She happily announced as the ponies started cheering.

Twilight held her breath as a pink pony bounced up next to her. "Isn't this exciting? Are you excited, 'cause I'm excited, I've never been so excited--well, except for the time that I saw you walking into town and I went--" The pink pony stopped and let out a deep gasp, whether it was to imitate the one she made upon first meeting her or to simply take a breath was lost to her."--but I mean really, who can top that?!"

Twilight simply tuned her out and focused on the Mayor as she continued. "In just a few moments, our town will witness the magic of the sunrise, and celebrate this, the longest day of the year!" She said as she made quick gesture to the white Unicorn on the other side of the room, who nodded in response.

"And now, it is my great honor to introduce to you the ruler of our land, the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria...Princess Celestia!"

The white Unicorn pulled down the rope as the audience waited with baited breath, anxious to see the Princess of their land...only to gasp in surprise upon seeing an empty spot where she was supposed to be.

"Huh?"

"What's going on? Where is she?!"

"She's gone!"

"Ooh, ooh, I love guessing games! Is she hiding?"

"Oh no...this can't be good..." Twilight muttered as her ears flattened against her head. She could hear several ponies chattering nervously around her as the Mayor tried to calm everyone down. She noticed several of the Royal Guards and Wonderbolts were on the edge as well.

Just then a dark and foreboding chuckle echoed throughout the room, starting low before becoming a deep, demonic, laugh. Immediately several wisps of dark smoke began to swirl around the empty spot where the Princess should have stood, they swirled around in a cyclone before taking shape of a pony. As the shape became more solid, everypony was treated to the site of the most horrific creature they could ever imagine...

“Twilight! It’s coming!!” She heard her faithful assistant scream, she snapped out of her thoughts and looked back to see the corpse pony flying towards her at break-neck speed! ‘How in Equestria…?’ She thought before dodging to the left, narrowly avoiding another black bolt of energy. ‘...there’s no time to dwell on it now! We have to get out of this town before it’s too late!’ She thought before turning around and charging right towards the creature!

“TWILIGHT ARE YOU INSANE?!!” She heard her young assistant scream as she charged, but paid him no mind, charging towards the demonic pony as it gained speed and encased itself in a black aura. Then, about a second before they collided Twilight teleported behind the her enemy and then grabbed it telekinetically and slammed it into the ground.

“Whoa...nice one Twi-THERE’S ANOTHER ONE!!” The young dragon shouted in mid-compliment. Prompting her to look up just in time to see another demonic earth pony firing a blast of black magic at her from above. She quickly conjured up a shield and deflected the blast, sending it flying towards the house behind it. The blast apparently did more damage than she expected, as not a second later the entire house began to crumble and fall...right towards them!

Wasting no time, Twilight teleported to one of the rooftops close to the flying earth pony and struck it with a beam of magic, sending it spiraling to the ground and landing right next to it’s comrade right as the house collapsed on top of them both.

“Humph, that’s what happens when you mess with the student of a Princess!” Twilight boasted as she teleported to the ground and started running again.

“Twilight, where are we gonna go?” The young drake asked, shivering as he heard another scream of terror. No doubt another victim of those...things. “The Royal Guards that brought us here are either fighting or dead, we don’t know what happened to Celestia, and...” whatever he was about to say got cut off by another scream, this one however, was that of a filly.

“Sis?! Sis where are you?! Please sis, somepony, anypony, HELP ME!! I DON’T WANNA DIE!!” The voice cried out in desperation.

Twilight gritted her teeth, as much as she wanted to run, to take Spike and get as far away from this town as possible, she couldn’t just leave the poor child to fend for herself. She quickly ran in direction of the voice...

In another part of the town, a cyan rainbow-maned Pegasus flew across the skies, slamming into every demonic pony in her path with all the strength she could muster.

"C'mon! There's more where that came from!" She shouted. She didn't have to wait long, as another black blot of energy shot past her from behind, narrowly missing her wing. She turned to see another demonic pony aiming a weird ring at her, it seemed to be emitting some sort of weird dark energy...

"I can't believe the Royal Guard is losing to you bozos! Your aim is terrible!" She taunted before darting towards the demonic pony, dodging every beam it fired at her, when she got close enough she started spinning into a mini tornado and slammed right into it's stomach, sending it spiraling into one of the houses below. "Aw yeah! Rainbow Dash battles with style!"

"Hey, if you're not too busy giving yourself a pat on the back could you maybe HELP ME OUT HERE?!" A voice called out from below. The rainbow-maned Pegasus looked down to see a female Griffin fighting several of the demons down below, slicing through them with her sharp talons.

"I'm coming!" She shouted and immediately dived down to help her. Rainbow Dash continued to speed towards the demon pony below, before she impacted, Rainbow flipped around and pointed her left hind leg out, delivering a high speed flying kick. The kick slammed the creatures head, force from the kick carried the dead monster all the way into the ground, plowing the dirt and leaving a trail behind Rainbow Dash. Before Rainbow could react another one tried to bum-rush her from behind, but before the dead one had a chance, her friend sliced the head off undead pony and quickly moved on to the next. However as she fought, Rainbow couldn't help but have a nagging feeling in the back of her head. 'Where did all these things come from?!'

Flashback: Rainbow Dash's POV

Rainbow Dash was shocked beyond belief, standing where the princess was supposed to be was instead the most horrifying creature she had ever seen.

She was an Alicorn, that much was sure. However, she looked like a complete distortion of one. The armor adorning her body was black as the night itself, each one had an odd marking, an upside down triangle with five horizontal bars coming from the top. The mare underneath it all looked like a corpse that just crawled out her grave. Her wings looked like they belonged to a giant crow. Her fur was as black as her armor and looked like it could rot away at any moment, the outlines of her ribs could easily be seen on her withered skin. And her face was the stuff of nightmares, there were large gaps between her cheeks, making it look like she tore open her own mouth, her fanged teeth glistened with drool. Her mane and tail were flowing like some sort of dark nebula. Her eyes were completely black save for the glowing white dots were her pupils should be. Last but not least, she wore what looked like a black ring on her horn.

Needless to say, Rainbow Dash was terrified of the demonic Alicorn, to the point where she found herself unable to move. Right next to her was Gilda, an old friend of hers from the Junior Speedsters. She had actually invited her over to hang out for old times sake, they spent most the day pulling some pranks around town after she'd cleared the skies for that snarky Unicorn.

"Yikes! I think all those years are finally catching up to the Princess, look at all those wrinkl-MMPH!" The Griffon was cut off by Dash shoving her hoof into her beak.

"Shut up Gilda!" Dash muttered, she did not want to attract this...thing's attention!

Somewhere in the crowd, she heard a voice scream. "Oh no...Nightmare Moon!" She blinked in surprise, had she heard that right? Nightmare Moon? That old ponytale from Nightmare Night? 'No, that can't be right...' She thought to herself.

"Oh, my beloved subjects..." The creature spoke in a distorted, raspy voice that made everypony shiver in fear. "It's been so long since I've seen your precious little sun-loving faces!" She snarled, spitting out the word "sun-loving" like it was poison.

'That's right, the sun, the Princess!' The rainbow-maned Pegasus thought before mustering up enough courage to fly above the crowd. "What did you do with our Princess?!" She called out in defiance.

"Yeah, ya Black Snooty Queen Meanie!" Another voice called out from behind her, giving her a small boost of confidence.

But the confidence died when the demonic Alicorn glared in her direction, Rainbow Dash found herself petrified under her gaze as she was enveloped in her magic aura. "Why, am I not royal enough for you?! Do you not know who I am?! Does my crown no longer count now that I have been imprisoned for a thousand years?!" She snapped in anger before releasing a burst of magic that sent her flying towards the wall as ponies gasped in shock, however she felt two familiar talons wrap around her body.

"I gotcha Dash!" Gilda said as she caught her and gently placed her on the ground.

Meanwhile, the demonic Alicorn continued her speech, even as the Royal Guards and the Wonderbolts surrounded her. "Well then, let me refresh the memories of those who do not recall the legend: On the longest day of the thousandth year, the stars will aid in her escape, and she will bring about everlasting night!"

Dash's eyes widened upon hearing this. 'No, this can't be right...' She thought in disbelief as other ponies backed away in fright, none of them noticing several hooded figures entering the room...

"That's right, I am the Mare in the Moon – Nightmare Moon!! Remember this day, little ponies, for it will be your last. From this moment forth, you shall all serve under my rule! And the night. Will last. FOREVER!!!" She bellowed as thunderclouds began to swirl around her form and she laughed maniacally.

The laughter however, was cut off when five Royal Guards along three of the Wonderbolts charged her. "We'll die before we ever serve under you!" The lead Wonderbolt shouted.

"My sentiments exactly!" Nightmare Moon said with an unnaturally wide smile. With a flick of her horn she enveloped them all in her magic aura. Suddenly, the hooded figures that had entered the room raised their hooves, each of which had the same ring that Nightmare Moon wore. They glowed with an ominous dark aura before several beams shot out if them, creating a dark dome that trapped every pony inside with them.

Then as more ponies panicked and screamed, Nightmare Moon proceeded to the most horrifying thing imaginable as the ring around her horn glowed brighter...

"DASH! BEHIND YOU!!" Gilda called out as she sliced through another one.

Snapping out of her thoughts, Dash quickly spun around and slammed her hoof into the face of another demonic pony, sending it flying into the roof of a nearby building. "Alright, who's next!?" The Pegasus taunted, only to be tackled by several demonic ponies. They all struggled but their efforts were in vain as Rainbow broke free and took a stance. “Care for round two?!” She taunted, only for her jaw to drop as the ponies broken jaw began to heal itself! In fact, almost every pony she beat up until this point had easily healed their wounds!

Rainbow Dash hated to admit it, but she was fighting a losing battle. 'Oh great, every wound me and Gilda land on them simply heals or grows back quicker than we made it!' She thought to herself. The creatures seemed to know this as they took their sweet time with making their way towards the two.

Rainbow Dash quickly turned to her friend. “GILDA I DON’T THINK WE CAN KILL THEM! I NEED YOU TO-AAAARRRRGGGHHHH!” Rainbow Dash was interrupted by one of the creatures which blasted a bolt of dark magic straight through her wing and hit her face.

“DASH!” Gilda yelled as she sliced a creature in half and flew over to Rainbow.

"RRAAGH! SWEET CELESTIA THAT BURNS!!" Dash screamed in agony as she clutched her face in pain, it felt like her entire face was on fire while acid was burning it away!

Gilda held her best friend close and looked around, the demonic ponies were slowly closing in on them, like a pack of Timberwolves advancing on their prey...

'Dammit what do I do now?'

Near the town borders, a pink-maned yellow Pegasus named Fluttershy flew as fast as her wings would carry her. Beside her was an orange Earth Pony wearing a cowboy hat named Applejack, who was carrying two Fillies on her back. One was her little sister Applebloom, a yellow pony with a red mane and pink bow, and the other was her cousin Babs Seed, a dark-orange mare with a red mane. She had been visiting her cousin during the Apple Family Reunion, but was allowed by her parents to stay a little longer for the Summer Sun Celebration.

Right now however, she found herself wishing she had gone back to Manehatten. "Cuz, what in the hay are these things?!" Babs asked in fright as they dived into a nearby building.

“Ah don’t know!" She said as they got off her sister's back, allowing her to catch her breath. "They look like ponies but-” Before Applebloom could finish another demonic pony appeared crashed through the window and snarled at them. Fluttershy and the two fillies screamed in terror before Applejack gave the creature a hard buck to its head, causing it twist and crack at an unnatural angle. Using it’s hooves the pony grabbed it’s head and began to reposition it, only to see Applejack give it another hard buck to it's stomach, sending it flying out the window and into another house.

Applejack smirked before turning back to her friend, sister, and cousin. "Whew, that was close! Let's hurry before that thing get's back!" She said before picking up her sister while Fluttershy was nice enough to pick up Babs for her. Applejack snuck outside and slowly peered her head around the corner, while she saw several creatures flying about in the air, very few of them seemed to have been patrolling the ground. "Okay, let's go! Everypony stay close now." She said before they all ran through the now desecrated streets.

As they ran, Applejack caught a glimpse of one of the demonic ponies now attacking one of the Royal Guards in the sky. The fact that saddened her however, was the fact that the demonic pony used to be a Wonderbolt.

Flashback: Applejack's POV

Applejack could only watch with fear-stricken eyes as the demonic Alicorn before her did the most horrific thing imaginable to the team of ponies.

Dark magic swirled around their bodies as black lightning bolt struck them relentlessly, causing them unimaginable pain. Their agonized screams echoed throughout the hall as their bodies were warped and transformed. The remaining Royal Guards and Wonderbolts tried in vain to save the comrades, but were blocked by a shield that the Alicorn cast.

Then, a horrible tearing and squelching sound replaced the screams for a second as every pony when silent. Hovering in the air were eight corpses of the Royal Guards and the Wonderbolts, each with their heart floating in front of the large hole in their chests. She could have sworn she heard Rainbow Dash let out weak and broken "no..."

But a demonic Alicorn wasn't done yet, no. As Nightmare Moon flew into the air, smoke and several dark clouds swirled around her, crackling with thunder, with maniacal grin she began to chant:

"My Blackest Night spreads through the skies,
Let darkness grow as all light dies,
We'll crave your hearts and your demise,
By my dark will...The dead shall rise!"

Suddenly the corpses started to jerk their bodies as if a jolt of lightning had struck them. The dark magic emitting from her ring seeped into the holes where their hearts used to be...the demonic Alicorn then proceeded to call out each of their names:

"Fleetfoot...Surprise...Misty Fly...Iron Valour... Cloud Cutter...Silver Storm...Jetstrike...Swift Wing...RISE!"

All eight corpses let out a burst of dark energy before dropping to the ground. But then, much to everypony’s shock, they got up! The Royal Guards now sported armor very similar to the one Nightmare Moon herself wore, while the Wonderbolts now wore darker versions of their original uniforms with the same logo on their chest and were their Cutie Marks would be.

They then started attacking and/or tackling several ponies to the ground and seemingly ripped their hearts out as well.

All of a sudden, a lavender bolt of magic shot towards the top of the dark shield, shattering it to pieces, followed by a mare shouting at the top of her lungs. "EVERYPONY RUN!!"

Nopony needed to be told twice, the second the shield was down everypony ran for their lives.

"INCOMING!!"

Applejack was snapped out of her thoughts when she heard Applejack scream. She looked up just in time to dart backwards and avoid the two ponies descending upon them.

The two demonic ponies landed before them, both were mares and wore identical outfits. The one on the left was nothing more than a skeleton of an Earth Pony, the one next to her had dark red coat with a jet black mane, her flesh hung off her body, revealing the black bones underneath, and she had glowing red eyes and long fangs.

"Look's like we're gonna to have to do this the hard way!" Applejack said as she stomped her hooves and took a defensive stance in front of her sister while Fluttershy held Babs tightly.

Much to their shock however, the skeleton pony spoke! "Hello little Applebloom, it's been a while hasn't it?" She asked in a distorted but undeniably female voice. "I truly wish we could have met on better terms..."

Everypony present turned to look at Applebloom in shock, she knew these ponies?!

"I'm afraid we cannot save you this time..." The demonic red pony next to her said as they slowly advanced on the group.

Applebloom however, continued to stare at the two ponies in shock and horror. "It can't be...Ruby...Mitta!?"

As Twilight rounded the corner, she saw the source of the voice: a small white filly surrounded by five demonic ponies. As she was about to approach however, several boxes were sent flying towards the beasts.

"Get away from her you ruffians!" A white unicorn shouted angrily as she rounded the corner opposite of where Twilight was and picked up several more boxes in her magic grip. Twilight was surprised at how well the mare was holding the boxes as they seemed to have put a little bit of strain on her body. She tossed several more hitting the creatures that were once ponies, Twilight then added a little assistance of her own and shoot a bolt of magic at them, knocking them into the wall behind the young Unicorn and causing it to collapse on top of them.

The white unicorn then ran up to the filly and hugged her tightly. “Are you okay Sweetie? They didn’t hurt you did they?”

“N-no. Thank y-you Rarity.” The white filly said as she hugged her big sister closely.

Twilight smiled as she galloped towards the Unicorn sisters. "Are you two okay?" She asked as Spike got off her back with a star-stricken look in his eyes.

"Don't worry my lady, Spike the number 1 assistant is here to hel-WOAH!" Spike was quickly snatched off the ground by Twilight's magic right before another bolt of dark magic hit him. The four turned to see the demonic ponies slowly rising out of the rubble with less than happy looks on their faces.

"We gotta get out of here, NOW!" Twilight shouted before enveloping them all in her aura. Just as the demonic ponies fired another blast, they vanished on the spot.

The demonic ponies growled in anger before taking off into the sky...

As the chaos continued, however, no one noticed a small streak of yellow light fly through the sky before hitting the moon...

"Applebloom! How in the hay do yah know these creatures?!" Applejack asked as the group backed away, trying to put some distance between themselves and the creatures claiming to know her little sister.

Applebloom shuddered in fear, as if recalling some horrific memory. She looked back at the two demonic ponies. "Ruby...Mitta, why are ya'll doin' this?! Ya'll were the only decent ponies in Sunny Town! Ya'll helped me escape from that nightmare! Why would ya serve somepony like Nightmare Moon?!" She asked from behind her sister, tears threatening to erupt from her eyes.

“We don’t have much say in the matter. Our queen resurrected us. She commands us to her will. I’m truly sorry but we must obey her.” The demonic pony called Ruby said in a truly somber tone. Mitta on the other hoof was smacking her lips with a long tongue and was grinning like a madmare.

Fluttershy was shivering like a Rattlesnake tail, but held fast as she didn’t want to give the two creatures satisfaction in knowing they were getting to her. Babs however pushed her way out of the timid Pegasus' embrace. "Wadaya mean ya don't have a say?! If she's ya friend, ya should tell the tell old Queenie to shove it!" She shouted in anger.

“I admire your bravery little one..." Mitta said with an unnervingly wide smile. “...and pity your stupidity!" Shouted with sadistic glee before charging at the group with her ring glowing...

Inside Golden Oaks Library there was a bright flash of light as three Unicorns and a dragon teleported into the room. "That was close! Too close!"

"I'll say!"

Twilight blinked at the familiar voice and turned around to see a certain hyperactive pink pony. "GAH! What are you doing here?!"

Pink pony smiled wider, if that was even possible. "Well, when Black Snooty showed up-" Sweetie Belle and Spike snickered. “-I was trying to find somepony to explain to me what was going on so I found one of those meanies and tried talking to it and then it tried to give me a BIG hug but I wasn’t in the mood for hugs and I tried to tell him that but then the rest of his buddies show up to give me more hugs so I left and here I am!” The pony said in seemingly one breath.

Twilight stared at pink pony for a full minute, was she really this oblivious to what was happening?

"Darling, we need to talk..." Rarity said before turning to face Twilight. "But that can wait till later. Twilight, you have my eternal gratitude for saving me and my sister. I don't suppose you know a way out of our current predicament?"

"And how did you know about that evil Queen pony?" The younger Unicorn asked. Everypony looked at her. " Right before she was about to introduce herself, you called her Nightmare Moon."

Twilight sighed. "I read about the prediction of Nightmare Moon in one of my books. She tried to bring forth the everlasting night a thousand years ago, but she was stopped by some mysterious objects called the Elements of Harmony. Apparently they are the only things that can stop her, but I don't know what they are or where to even find them!"

"Oh! Here you go!" Pinkie said before shoving a book into her face, it was labeled: "The Elements of Harmony: A Reference Guide."

“But…how did you-"

“It was in the reference section!” Pinkie said like it was so obvious but Twilight’s eyes started twitching.

“But that still-rgh! Never mind!" She grumbled before opening the book. "OK, it says here that there are six Elements of Harmony, but only five are known-" But before she could continue the lights were turned off.

"SPIKE! What are you-mmph!" Twilight tried to complain, but ended up having a claw shoved in her mouth.

"We don't have time for that book, look outside!" The young dragon shouted while pointing out the window. Everypony could see several shadows rapidly approaching the library.

"Ooo, these guys are good!" Pinkie exclaimed. "Nopony's ever found me that fast before!"

"Um, Twilight darling, the little drake has a point." The fashionista said as she held her little sister close. "We need to figure out what to do and how were going to get out of here!"

“Oh that’s easy!” The pony said as she quickly dragged the group downstairs into the basement and opened a small hidden door in the corner.

“What...but-”

“Duh! How do you think I get around so quickly? I just appear out of thin air? Oatmeal are you crazy?” She giggled before bouncing down the stairs.

Spike stared for a moment before turning to Rarity. "So which insane asylum did she escape from?"

"SPIKE!" Twilight snapped.

"Oh like you weren't thinking the same thing!" The young drake retorted as he ran down the stairs with the three unicorns following, Twilight having packed the book away in her saddlebag for future reference, the moment she got in she slammed the door shut before casting an illusion on the door to make sure it was invisible.

Not a moment after they left however, the door was blasted off it's hinges and three demon ponies barged in and began demolishing the place, ripping books off shelves and blasting holes in the walls.

Rainbow Dash and Gilda were currently hiding out in the town’s old clock tower, Gilda had taken some of the creatures down on the way there but she knew it would only be a matter of time before they got back up.

“G..thanks.” Dash muttered, hissing in pain at the stinging sensation on her face. After the burning sensation from earlier faded away, Rainbow had removed her hooves from her face, revealing third-degree burns all over her left side and the left upper lip was burned off a bit. Along with the face wound her wing also had a broken bone that would need a week before it was better.

“No problem Dash. Those freaks really don’t know when to quit huh?” Gilda said through short breaths.

“Yeah… " She said in a somber tone. "Listen Gilda, I need you to do something for me. Can I count on you?” She asked to which Gilda nodded. “I...I need you to go to Cloudsdale, without me-”

“WHAT?!" The Griffon snapped. "DID THAT BLAST TO THE FACE GIVE YOU BRAIN DAMAGE?! I’M NOT LEAVING YOU WITH THESE…THINGS! WE SHO-”

“LISTEN TO ME!" The Pegasus snapped, cutting her friend off. "I need you to go to Cloudsdale and warn them about these monsters. They don’t know what’s coming and I’m in no condition to fly right now. Please. I need you.” Rainbow said as she grimaced in pain again.

Gilda sighed, every fiber of her being wanted to refuse and fight alongside Dash to the bitter end. But in the end she found she couldn't just say no. With a reluctant and defeated sigh, she embraced her long-time friend in a final hug and took off in the direction of Cloudsdale. "Good bye...and good luck..." She muttered as tears began to leak from her eyes...

Back in the clock tower, Rainbow made her way towards the big bell near the top, if her friend was going to fly to Cloudsdale, she would need a distraction for those zombie ponies. Using a technique she learned from Applejack, she bucked the bell as hard as she could. The loud rigging echoed throughout the field as she made her way down the stairs.

"Hard to believe this will be my final stand, I always imagined it would be on some super important mission for the Wonderbolts..." She chuckled to herself as she exited the Clocktower, already she could see the shadows of several demonic ponies heading her way.

"Looks like we'll never find out who's the strongest pony Applejack..." She muttered as the shadows got closer.

"I'm gonna miss your parties Pinkie." She smirked as the ponies landed, surrounding her from all angles.

"And Fluttershy...please be safe..." She said as she shed a lone tear before letting loose an animalistic growl. “Listen up you freaks! I'm Rainbow Dash, the best flyer to come out of Cloudsdale! And I swear on my dying breath that every last one of you monsters will PAY!!!” She roared as she rushed towards the army if monsters, fully intent on taking as many down with her as she could.

But then, time seemed to stand still as what appeared to be a Red Meteor descended from the sky and crashed into the ground, obliterating a large chunk of the creatures and sending the rainbow-maned Pegasus flying back.

"Ugh...what the...?" She moaned as she got up, but when she looked at where the meteor had landed she saw a red light floating towards her and heard four simple words:

‘You belong to us.’

Applejack, Fluttershy, Applebloom, and Babs dashed through the forest as fast as they could, trying to escape the two ponies from before but soon learned that they were lost in the forest with nopony around to help them.

“N-now this i-isn’t too bad. I-I know some of the animals here and t-they can help us.” Fluttershy stammered in an attempt to cheer up everypony but Applejack was the only one who smiled.

“Nice try sugarcube. Ah do appreciate you tryin’ tah cheer us up but right now Ah don’t think that might be a good idea.” She said as the group stopped to rest a little.

“Alright everypony listen up, we'll head back to Sweet Apple Acres from to warn Big Mac and Granny...” Applejack began, but was cut off when a pony-shaped shadow loomed over them.

"Oh look, fresh meat!" A familiar voice from above called out from above, everypony looked up to see Mitta diving towards them with an insane look on her face.

...only for a lasso to snag around her neck and yank her away.

"EENOPE!!" The male voice called out, everybody turned to see a large stallion pinning the demon pony to the ground. He had a red coat, an orange mane, a green apple for a cutie mark, and a brown yokel around his neck.

"Big Mac!" Applebloom called out before dashing towards her brother.

"Rgth! Get off me!!" Mitta screamed in rage as struggled against his grip, however he managed to keep a firm hold on her.

“A-Ah was so worried about ya'll. I-is Granny-” Applebloom tried to get out but for some reason the words couldn’t escape her mouth.

"Nice hold there sonny!" A familiar voice called out, the group turned to see an elderly mare trot out from the bushes. She had a green coat, white mane, and an apple pie for a cutie mark.

"Granny Smith!" Applebloom and Babs cried in joy as they ran towards the and gave her a big hug.

"Careful there youngins! Ya might break my old bones!" She joked.

Fluttershy trotted towards the elderly mare. "Oh I'm so happily you're ok. Did Ruby give any trouble?"

Big Mac and Granny Smith looked each other for a moment. "Who?"

Applejack blinked before staring at her brother. “The skeleton pony that was chasing us? Ya fought her before ya came to save us...right?" She asked, nervousness evident in her voice.

"Eenope." Big Mac said while Mitta started laughing under him.

Applebloom's pupils shrunk as her eyes widened, Ruby was still out there! "Everypony, we gotta run, NOW!"

"Too late!" Mitta cackled with glee before releasing a burst of energy that sent Big Mac flying into a tree, knocking the wind out of him.

"Brother!" Applejack called out as she ran to help him up while Fluttershy just stood where she was whimpering all the while, her eyes darting back and forth as fearing the skeletal pony would come after her.

A second later Granny felt a hoof wrap around her waist and turn her around. She stared into the black eye sockets of a different zombie pony who seemed to be… frowning?

“I-I’m so sorry for this...” Before the elderly mare could even respond, the skeletal pony slammed her ring hoof through her chest. Applebloom and Babs screamed in horror as Ruby ripped her heart out, leaving a stream of blood to pour out of the gaping wound. Fluttershy was too horrified to even utter a word as the elderly mare's body fell the ground, cold and lifeless.

Applejack and Big Mac however, were ENRAGED!

"GRANNY!!" The siblings screamed as they ran towards Ruby in a blind rage, only to be caught in a dark bubble.

“Oh no you don't! Ruby needs to finish your granny's 'initiation'!" Mitta cackled as the dark magic from Ruby's ring began to glow, the dark magic seeped into the hole where the elder pony's heart used to be...

"Granny Smith of Ponyville...RISE!"

The Apples could only watch in horror as Granny Smith slowly crackled with energy as her skin flaked off and revealed a new gray skin with an outfit and ring like what Ruby and Mitta wore. However unlike the other two her face was indifferent as her pale white eyes looked over her new form.

"Welcome to the Black Lantern Corps, Granny Smith!" Mitta giggled as she landed next to Ruby. "Now for your first task as our newest member..." She raised the bubble prison that held Applejack and Big Mac. "You are to turn your own grandchildren!!"

"NO!!" Applebloom and Babs screamed as they ran towards their corrupted grandmother in desperation, only for Ruby to fire a blast at the ground in front of them, stopping them in their tracks.

"Do not interfere, or the next one won't miss." She warned them as Granny Smith approached her two imprisoned grandchildren.

"GRANNY!! Please snap out of it!! Don't become like them!" Big Mac called out as he desperately slammed his hooves against his prison to no avail.

Buy Granny said nothing as she aimed her newly acquired ring at the two. Applejack felt as though her entire world had shattered, in one short day, the Princess had been usurped by a demonic Alicorn, her home town was overrun by those creatures, and now a member of her family, her own grandma, become one of them and was going to force them to do the same.

"Granny...please...no..." Applejack begged, tears flowing from her eyes.

With one final look at her grandchildren she took aim...and blasted Mitta right in the face, breaking her control and freeing the two! "Gah! You traitor!" She screamed as her face slowly started to heal.

"Take kids and run!" Granny shouted in a distorted voice before she fell to the ground clutching her head in pain.

Ruby aimed her ring at her and struck her in the side. "Impressive, you somehow resisted our Queen's control. I respect it Granny Smith, but it won’t last long."

Applejack and Big Mac ran over to Applebloom, Babs, and the still-cowering Fluttershy. "Granny please come with us, we can escape together!" Applebloom called out, hoping that whatever force allowed her grandma to free her siblings was still there.

"Ah’m sorry Applebloom...but I can't...I can already feel the Queens' will...s-seeping into mah mind, right now it's a ch-chore for me to even talk to you..." She said through pained breaths as she struggled to her hooves. "Please, run while you still can... before I lose control..." She said before turning to face the two ponies, with one sweep of her hoof, she conjured up a large dome around herself and the two demonic ponies.

Applejack tearfully nodded as she and the others, including Fluttershy, all ran through the forest as their pursuers relentlessly pounded at the dome wall in an attempt to get out.

"We gotta keep moving, more of them are coming!" Applejack shouted as she looked behind her to more zombie ponies flying above the trees. They continued to run until they found themselves in the last place they expected to be: Ghastly Gorge.

"Ya got to be bucking kidding me!" Applejack shouted before turning to see several zombie ponies landing in front of them.

While Applebloom, Babs, Fluttershy and even Big Mac, to a certain degree, were all shaking with fear, Applejack just glared at the monsters. "Ya'll best get ready to run, because once ah barrel through these creatures all Tartarus is going to break loose!" She said as she got into a charging position.

"What?! Nope, nope all of my nope! Ah just lost my grandma, ah ain't losing my sister!" Big Mac shouted while Applebloom and Babs clung to her back legs

"Please don't do it sis/cuz! We can't lose you too!" They both pleaded.

Fluttershy was looking at her with teary eyes. "Th-there has to be another way..."

"There ain't! These monsters have turned our Granny against us, destroyed our town and now they're gonna try to kill mah brother, sister, cousin and friend?! No, NO! Ah've had up to mah HAT with these monsters! Ah don’t care if they have more numbers. All ah know is that ahm gonna to plow right through them and help y'all escape! No matter what, aham gonna to pull through!" She shouted with utmost confidence before charging towards the group of zombie ponies despite her friends protests.

But then suddenly, as the Earth Pony arched at her opponents. A green light shined through the night sky as a green meteor descended from above. The zombie ponies quickly backed away from it as though they were…afraid of it.

The meteor crashed between Applejack and the zombies, causing a green shock wave that knocked back both living ponies and zombie ponies alike. Before Applejack slipped into unconsciousness, however, she heard something speak to her...

‘You have been chosen.’

"And we're out!" Pinkie exclaimed glee as she opened the doors leading out of a small basement cellar very close to an old abandoned farmhouse.

"I gotta admit Pinkie, this was a great plan!" Twilight said as she stepped out after her "Now that were out of town we can start making our way to Canterlot!"

"A-are you sure we'll be safe there Miss Twilight?" Sweetie Belle asked. " I mean, those things were really tough..."

"Now Sweetie, Canterlot is home to the elite forces of the Royal Guard I'm sure they can handle things." Rarity reassured her sister.

"You bet they will! Also my brother is the captain of the Guard so you'll be in safe hooves!”

"But what if those thing follow us?!" The young Unicorn asked as she looked around, half expecting one to jump out of the the shadows.

"Oh come on! Spike snorted. "We're a long ways from the town and those zombie ponies are too busy attacking it to notice us! What could possibly go wrong?"

"SPIKE!! Don't ever, ever, EVER say that!" Pinkie screamed as she cupped Spike's face. "That's basically bad luck's ringtone!"

“Aw come on Pinkie it can’t be that bad.” Spike said...

...right before several zombie ponies stepped out of the shadows and started to circle them.

"You were saying?!" Twilight glared.

"I'm starting to think that fate hates me..." He muttered from behind her as the creatures started to close in.

"Alrighty then! Twi, you take the 500 on the left, and I'll take the 500 on the right!" Pinkie shouted confidently.

Twilight wanted to shout that she could handle 501 but somehow even she doubted it. Plus there weren’t 1000 zombies anyways. But the way they kept healing themselves still made Twilight scared for her and her four friends.

Spike stepped in front of Rarity defensively. "You want her? You have to go through me!" He growled, snorting some flames to emphasize his point. The zombie ponies looked at each other and then suddenly started laughing as one as forward and smacked Spike to the side, slamming him into a nearby tree.

“SPIKE!” Twilight shouted as she ran over to his body to make sure he was okay, to have her path blocked by several more zombies. One of them slammed it's hoof into her stomach, knocking the wind out of her right before the others blasted her with their magic. The poor unicorn could only scream in agonizing pain that she was forced to the ground.

With as much strength as she could muster, she looked back and forth between her possibly hurt little brother and the three endangered ponies. Despite the pink one now sporting boxing gloves and looking ready to fight, it was clear that the three wouldn't last a full minute against them all.

As the weight of what she was feeling suddenly hit her she felt something very new to her. The feeling of failure.

She failed her mentor, she failed her brother by running from a fight instead of standing up for herself, she failed her family by not caring for others instead of her family, and she failed Equestria for not stopping Nightmare Moon. And now, all hope was lost...because of her.

'It...it's all over...' He thought to herself as the zombies closed in on her with their rings glowing menacingly. '...Princess, Mom, Dad, BBBFF, Spike, everyone, I'm so sorry...' Tears began to erupt from her eyes as she remembered their smiling faces, knowing that she would never- 'NO! I can't let them die here! I won't die here! Even if I die, I can at least help them escape! I won't let those thing's win!' With new found determination, she slowly stood up, she then felt a surge of power erupt from horn, a surge similar to the one she felt as a foal.

With the sudden burst of power she rose up, magic flaring wildly as it struck down several zombie ponies at once, including the one surrounding Spike and the others. "I am Twilight Sparkle! Personal student to Princess Celestia! And I. will not. FAIL!!"

But then something unexpected happened, as the zombies started screaming as they backed away from her, through her blurry vision she could make out a glowing light in the sky, she could have sworn she saw something coming from the moon.

A loud crash brought her out of her thoughts as the glowing light crashed right in front of her, she saw a yellow light floating towards her and heard a familiar voice call out to her...

'You have been chosen.'

Throughout Ponyville, three pillars of light erupted from several different points near the town, one red, one green, and one yellow...

Author's Notes:

At last! It's finally here! I'd like to personally thank VampDash & Michael_Ravencroft for helping me write and edit this story! The artwork for Black Lantern NM belongs to Berty-J-A.

Anyway, stay tuned for more chapters and...

VampDash: "Prepare for despair..."