"W-w-wait! Can't we just talk about th-AAAHH!!" Twilight yelped as she dived out of harms way, just as Rainbow Dash slammed her hoof into the ground where she once stood, leaving a body-sized crater.

"HOLD STILL AND DIE!!" The Pegasus snarled as she attempted to pummel the Unicorn into the ground.

"Wadda we do?! That insane Pegasus is gonna kill her!!" Spike shouted as they watched the rather one-sided fight, Twilight was obviously tired out from the fight beforehand, and any construct she tried to conjure up was immediately smashed by the enraged Pegasus.

"I keep trying to tell you, I'm not a spy!" Twilight screamed as she took off into the air, the enraged Pegasus bolting after her.

"LIAR!!" Rainbow Dash screamed as she fired a bolt of red lightning that Twilight barely dodged."You were going around town gathering information, you knew who she was before she even introduced herself! YOU WERE WORKING FOR HER THE WHOLE TIME!!" The enraged Pegasus fired another crimson bolt of lightning, nailing the Unicorn in the back.

"AGAAAH!!" Twilight howled in pain as she was sent spiraling to the ground. While her new armor protected her, she still felt the blunt impact and it knocked the wind out of her.

"TWILIGHT!!!" Spike cried out as he ran towards the downed Unicorn, only for a pink blur to dart past him at a greater speed.

Twilight struggled to get to her feet as Rainbow Dash landed before her. "With you gone there will be one less of the Queen's lackeys in Equestria!" Snarled raising her clawed hoof, ready to deliver the final blow...

"N-n-no..." Twilight whimpered, coughing up blood. "P-p-please..."

"DASHIE STOP!!" Pinkie Pie screamed as she threw herself in front of the helpless Unicorn.

Rainbow Dash stopped for a moment and stared, as if registering the pony in front of her. "P-Pinkie...?"

"Please stop this! She's not your enemy, she's been helping us!" The party pony pleaded, tears threatening to fall from her eyes.

Rainbow briefly considered not killing the pony for Pinkie’s sake...but then her snarl returned not two seconds later.

“You just don’t get it do you Pinkie?! Why did she go around talking to everypony huh? She made it plain and clear that she didn’t REALLY care about anypony other than that stupid lizard over there-” Rainbow pointed towards Spike who gave out a loud “HEY” “-and that’s it! The only reason she’s running now is because she’s trying to get all comfy back with her queen by gaining your trust! I’m the one trying to save you! SO BACK OFF!” Rainbow roared as she smacked Pinkie out of the way and continued her advance towards Twilight. Once more the clawed hoof was raised but this time Rainbow’s eyes turned blood red.

"NO!" A voice from above called out. Rainbow Dash only had a second too look up before darting out of the way as a green blur slammed into the space where she once stood.

As the dust cleared, Twilight looked up to see her savior, and was greeted by the sight of a mare wearing green armor. "Ya'll alright?"

The lavender Unicorn stared at her savior before nodding her head yes. Before the mare could respond Rainbow had regained her composure. “YOU!”

The armored mare turned back to the enraged Pegasus. "Rainbow Dash, that is you right? Kinda hard to tell with the new look.” The mare stated earning an indignant snort from Rainbow. “Anyway you know Ah don’t wanna fight ya." She said as she took a step forward, her own ring glowing intensely. "But Ah won't just stand here and let ya butcher mah friends!" She snapped as Twilight silently began to cast a healing spell on herself while her enemy was distracted.

During all this, Rarity and Spike had taken the opportunity to sneak towards the two ponies and drag them away from the duo. "Don't worry Twi, you're gonna be ok." The young drake whispered.

Twilight gave Spike a reassuring smile while Rarity laid Pinkie on her back. "It's ok Pinkie, Applejack's here now, she'll talk some sense into Dashie..." The fashionista assured her friend. The party pony didn't respond however, her face was practically the very definition of sorrow at that point, and her once poofy mane was now completely straight. "...Pinkie?"

"She...she hit me..." Pinkie whispered in shock. "...she never hits me...even when I prank her...so...so why?" She whimpered as tears began to fall. "I only wanted to help...so why...why did she hit me? What did I do wrong...?"

Rarity didn't answer, she just hugged pinky close and slowly stroked her mane as she began to cry. The rest of the group could only give her a sympathetic look before turning their attention to the fight, silently praying that Applejack would be able to prevail...

"Now are ya gonna calm down? Or do ah have to beat ya down?" Applejack asked, narrowing her eyes as she took another step forwards.

She didn't even have to wait a full second before Rainbow Dash charged at her, eyes glowing with burning rage.

“BACK OFF APPLEJACK! I’M TRYING TO SAVE OUR WORLD!” Rainbow shouted as her clawed hoof was raised to attack.

The armored mare quickly put up a barrier to block her attack, however RD hit harder than she expected as her claw left a crack in her shield. She quickly dispelled it before creating a large Timberwolf construct that tackled her to the ground. "And how in the hay does attacking Pinkie Pie and an innocent pony count as ‘saving’ em!?" She screamed as she poured most of her power into keeping her friend pinned down.

“Better that traitor dead then reporting back to that crazy nag of a queen! I never meant to hurt Pinkie but she should’ve stayed away!” Rainbow roared as she sliced the leg of the timberwolf construct, causing it to howl in pain as it dissipated. She quickly launched a red bolt from her ring.

Applejack hissed in pain as the crimson bolt scorched her shoulder. However she held her ground and focused on creating another construct, this time it was the hydra she used in her previous fight, only with four heads this time."That ring's making ya crazy RD! The Pegasus Ah know would sooner cut off her wings than hurt Pinkie!" She shouted as two of the hydra heads lunged at her. Rainbow growled as she dodged one and slashed the other’s head clean off with one quick slash from her claw. The other heads tried to hit her but her speed was too much for them as she stabbed one brutally in the eye, one had it’s tongue yanked out, and the third was choked to death and fell to the ground. While Rainbow was fighting the heads, however, AJ made her way behind Rainbow. Not wasting her opportunity, she quickly soared into the air above RD while she was distracted. Her right hoof became encased by a spiked gauntlet as she dived down towards her target.

"BOOYA, MOTHERBUCKER!!" She called out as she slugged the cyan Pegasus across the face. Rainbow Dash was sent flying to the ground, plowing through the ground before she had built up enough of a dirt mound to stop her from going any further.

"Now, are ya gonna settle down?" The apple farmer asked as she landed in front of her. " Or do Ah have to-"

POW! Rainbow Dash slugged her across the face, sending her straight through several trees! "THAT'S IT!! I'M GONNA MESS YOU UP!!" The cyan Pegasus roared as her ring glowed brighter, the acidic drool pouring from her mouth as a red aura formed around her body, taking the form of a giant Minotaur. Then with the speed she was known for, she charged fourth, fully intent on impaling her former friend on her horns.

"NO!" Another voice called out as a giant yellow Cockatrace jumped in her way, it's eyes glowing brighter than ever before.

Almost instantly the Minotaur construct vanished and the aura surrounding Rainbow slowly dissipated. The young Pegasus slowly backed away as her mind was filled with the most horrific images she could imagine, the zombies that attacked her, Nightmare Moon herself, Gilda's body dead at her hooves...

"GILDA!!" The Pegasus screamed in realization as she remembered when she had last seen her friend, she had to find her, warn her about this threat, but try as she might she couldn't summon the strength to move, the cockatrice had her frozen in place.

Twilight slowly made her way to Applejack's side while her construct kept the Pegasus busy. "Don't worry, I'll heal you up." She said as she started casting her spell.

"Thanks, how in the hay did you get her to stay still?" Applejack groaned as her wounds were healed. "Ah've never seen her that terrified before..."

"It's one of the special abilities of my ring, it feeds on the fear of my opponents." She explained that she finished healing her before turning her attention back to the fear-stricken Pegasus. Her ring glowed a second time at several large snakes slithered out of it and made their way towards Rainbow Dash, ensnaring her hooves and wings. Despite being practically frozen by the Cockatrice’s gaze, she vainly struggled to get free. Applejack capitalized on this opportunity and quickly created several shackle constructs around her hooves and her neck.

"N-no... can't lose...m-m-must...not...LOSE!!" She screamed, her overwhelming rage drowning out any ounce of fear she had in her body. With one mighty roar she shattered the snakes and chains that were constructing her, knocking Twilight and Applejack off their hooves.

“But that’s….. my ring told me she couldn’t break free!” Twilight exclaimed with a stunned look on her face as Rainbow glared in her direction.

“I should kill you right now but…. you showed me a friend, a REAL friend, that needs my help. So I’ll kill you later. Same for you Applejack.” Rainbow snarled as she took to skies towards Cloudsdale, leaving the two confused ponies behind.

"What did she mean by tha-" Before Twilight could finish, her armor almost immediately vanished. "What the-?"

'Twilight Sparkle, your ring is at about 15% power..' Celestia's voice echoed from the ring, startling Applejack.

"DID THAT RING JUST BUCKING TALK?!" The apple farmer shrieked before taking a few steps back, only to notice that her own armor was losing it's glow. "Wait, the same thing's happening to mah ring...oh no! MAH FAMILY!" She shouted in panic before bolting off the ground and across the sky before Twilight could even get a word in.

"Twi?" The unicorn in question turned to see Spike running towards her. "Are you feeling ok?"

The lavender unicorn smiled at the dragon before lifting him onto her back."You don't have to worry about me Spike..." She trailed off as she turned her attention to Pinkie Pie, who was currently being carried by Rarity. "Her on the other hand..."

Before she could finish, a loud boom echoed through the sky as Applejack landed in front of the group with a large green bubble in tow, less than a second after she landed, her armor completely vanished back into her ring. "Whew! THAT was close!" She said as the bubble vanished as well, revealing Big Mac, Babs Seed, Applebloom, and Fluttershy.

"W-where...?" Fluttershy stuttered, having just been dragged out of the cave they'd taken shelter in and flown across Ponyville in mere seconds.

"Fluttershy?!" The shy Pegasus turned to see Rarity galloping towards her. "Oh thank goodness you're alright!" She said as she embraced her friend, tears falling from her eyes. "I was afraid those ruffians had gotten to you too!"

"Oh, I-I'm sorry I worried you..." She mumbled before noticing a familiar pink pony on Rarity's back. "Oh my goodness! What happened to Pinkie?!"

"Hey cuz look! She's got one of those freaky ring's too!" Babs exclaimed, pointing at Twilight.

Upon seeing this, Applebloom immediately backed away as her big brother stood in front of them protectively, snorting angrily at the unicorn.

"Oh, not again..." Twilight muttered as her ears flattened against her head.

Applejack immediately got in front of her family. "Now see here, this mare is nothing like those monsters we just fought! In fact she helped me fight off a bigger threat a few seconds ago! She's already been accused of being one of those monsters once, and Ah won't let it happen a second time because of mah own family!" She finished, giving them all a stern glare. "Understood?"

Big Mac calmed down and gave her a standard "Eeyup." while her sister and cousin simply nodded.

"Thank you Applejack." Twilight stated before turning to the rest of the group. "Alright everypony-"

"Ahem!" Spike cleared his throat.

"-and Dragon, listen up!" She shouted, getting everyone's attention. "Our first priority is to get to Canterlot safely and warn them of the coming danger as soon as possible! We can take the route through the mountains and-"

"Hey, hold on!" Babs interrupted. "Why can't ya'll two just go down there and bust some heads?! Ya both have them super ring's now!" She stated, getting a nod of agreement from Applebloom.

"Ok, two things. One: Both of our rings are out of power we can't use them for a while." Twilight explained to the fillies.

To empathize her point Applejack held up her own ring, revealing it had lost it's glow all together, it's color now very dim in appearance. "Ah just used up the last of my energy getting you all here." The apple farmer explained.

"And Two: Even if we could there’re still hundreds of zombies down there and we can't take them all on, not to mention the fact that their leader is an Alicorn that successfully defeated Celestia!" Twilight finished explaining, only to turn her attention to her ring. "I of course mean no offense, Princess."

'Of course Twilight.'

Applebloom's jaw dropped. "DID THAT RING JUST-"

"Yes it did, and I'll explain everything later, but right now we need to get going. We still have a lot of ground to cover if we want to get to Canterlot by sunri-" Twilight blinked before remembering the situation. "Oh, right...eternal night..." She sighed as turned her head towards the large city on the side of the mountain. "Alright everyone, let's get going. It's gonna be a long trip..." She said before trotting towards the path leading up the mountain, begining the long journey to Canterlot.

The rest of the group soon followed, but not before giving a silent yet sorrow-filled look at the village they once called home...

Deep in the Everfree forest, Mitta, Ruby, and Granny Smith soared over the treetops with several Black Lanterns behind them, the harsh weather not bothering them as they closed in on their current target: The Castle of the Royal Pony Sisters.

The castle had truly seen better days, it was once the shining pinnacle of a Equestria was now nothing more than some old ruins, something their Queen sought to correct. As they flew towards the Castle they saw that several Black Lanterns had already arrived, some using their constructs to move the collapsed structures while others welded the stone together, rebuilding certain parts. As they landed, their group scattered and joined the others in restoring the castle to it's former glory. Granny had been among the ones that left, leaving Mitta and Ruby to report their failure to their Queen.

As they walked through the main hall they noticed that several tapestries had been ripped down and placed on a flaming pile in the middle of the room, specifically those featuring Celestia and the sun in any shape or form.

Suddenly, they caught sight of a bright light flashing in what they assumed was the throne room. They quickly flew up towards the room despite their instincts telling them to avoid the light. Upon landing in the room they saw their Queen firing an intense beam of dark magic at a glowing white orb. RRAAAGH! Curse this wretched light! She screamed as the orb flickered and twitched as it was encased in a large darker orb, blocking out any light that emitted from it.

"My Queen, what...was that?" Ruby asked as she approached the orb.

"A threat to my rule that has been...incapacitated..." She explained as she glared at the orb. '..for now.' She mentally added. "But that is none of your concern." She continued as she turned to face the zombie duo. "There was a powerful light emitting from outside the village, were you successful in finding and destroying one?"

Mitta bit her lip while Ruby simply averted her gaze, causing Nightmare Moon to narrow her eyes. "You failed." It wasn't a question, but a statement, laced with disappointment.

"My apologies my Queen." Ruby said as she bowed in respect. "But the target we were pursuing got to it first, she was able to utilize it's power and defeat us." She explained.

The Nightmare Queen growled in anger before casting a glance back at the orb behind her, she could see small flickers of light occasionally flash within the swirling dark clouds, as if it were mocking her. She scoffed before turning back to the two. "The one who utilizes the lights power, who was it?"

"A mare by the name of Applejack, she utilized the green light’s power through a special ring not unlike our own" Mitta explained.

Nightmare Moon scowled before turning her back to them. "You two are to oversee the rebuilding of my castle. I'll take care of these matters myself, begone."

Mitta and Ruby nodded and left, leaving the Queen alone with her thoughts, completing their next course of action. 'While those light's were indeed dangerous, I can't risk sending too many forces after it and leaving Canterlot untouched long enough for my sister's Royal Guards to regroup and organize and attack.' She thought to herself as she paced around the pulsating orb.

'I need to seize the capital now while I still have the element of surprise and the Guards are in disarray...but then again, those three lights are a threat and if one of them has chosen a wielder, chances are the others may have done the same. That is a loose end I can't leave hanging, least it come back to bite me later.' As she finished her train of thought, her horn glowed for a second before four Black Lanterns appeared from the darkness, each of them wearing an outfit similar to Ruby and Mitta."You summoned us, my Queen?" The lead mare asked.

"There is a new threat to my army, one that I cannot send too many resources to find least I lose troops for the invasion. You will work in teams of two and search the surrounding areas of Ponyville for any individuals wielding a power similar to our own. If you find the the wielders you are too kill them immediately!" She commanded.

The four zombie ponies nodded before flying off, once again leaving Nightmare Moon alone in the room with the dark orb. Her horn started to glow as she vanished into thin air...

As the Nightmare Queen appeared in her old room, she felt something break beneath her hoof as she took step forward. Looking down she saw a broken picture frame. Lifting it with her magic, she blew the collected dust off the frame to reveal a photograph of a familiar-looking female Pegasus with a very light blue coat and a mane almost as white as snow itself. With a frown she tossed it aside before making her way towards a bookcase, pulling a hidden lever with her magic, the bookcase creaked and groaned as it shifted to the side, revealing a secret staircase.

"My Queen! We have a serious problem!" A voice called out as a pony entered the room, it was a stallion with a grey coat and jet black hair.

"This had better be important, Grey Hoof!" Nightmare Moon snapped as the bookcase shifted back to it's original place. "Now what is serious that you-!" However before she could continue berating him, a loud roar echoed through the entire castle.

"It's a dragon, my Queen! My squad found it sleeping in a cave under the castle!" Grey Hoof explained as the castle shook violently.

Nightmare Moon took off, ready to defend her castle. The moment she got outside she saw the Dragon assaulting several of her Black Lanterns, the huge Dragon was green and had limegreen spikes, sharp spikes emerged from its tail as it spewed flames at her soldiers, who were just barely fighting it off.

"You will rue the day you challenged the Empire of the Night!" Nightmare Moon shouted at she darted forth with her horn raised, ready to obliterate the Dragon before her…

Meanwhile in Whitetail Wood much farther away from Ponyville, a small group of foals lead by a full grown mare made their way into a large field. "Okay, this is a good place to rest, we should be safe for now."

"A-are you s-s-sure we'll be safe here, Miss Cheerilee?" A young white colt with brown spots asked.

Cheerilee looked at the small group with sympathy, the group consisted of seven foals, three colts & four fillies. The teacher sighed. "Listen children, I really hate having to say this but, there's no way we can go back to Ponyville now..." Before she could finish, Cheerilee was immediately assaulted by several complaints from the foals.

"Waddaya mean we can't go back?!" A tall colt with a snail cutie mark shouted.

"What about our parents?!" Cried out a short colt with a scissor cutie mark.

"What about my big sister?!" Shouted a blank-flank filly with red, curly hair. Cheerilee took a deep breathe as the comments kept coming but patience can only go so far before she blew her top.

"All of you please CALM DOWN!!" She shouted, getting every foals attention. She took another breath before continuing. " Children, right now we don't know how many ponies made it out of Ponyville, and how many got turned into...those things..." She shivered, the image of the Royal Guard's hearts being torn out still fresh in her mind. "Look, the closest city right now is Van Hoover, if I remember correctly it should take us five days to get there, possibly four if the path through Unicorn Range is still intact."

"FIVE DAYS?!" The orange Pegasus shouted. "What about food?! We can't hike on an empty stomach!"

"I am aware of that, Scootaloo." The teacher stated. "There's a reason I brought you to this section if the woods, follow me." She said as she lead the group of foals out of the clearing. As they made their way through the woods, Cheerilee would occasionally look around, making sure none of the zombie ponies were lurking around, waiting to jump out if the shadows and strike.

Soon the group emerged on another clearing, however in the middle of this one was two story log cabin, the foals all gasped in surprise while Cheerilee just smiled. "My father used to take me hiking up here all the time." She explained. "We would stay in this cabin and left some supply's here just in case." She said as she walked towards the door, she looked under the doormat and fished out a key, quickly inserting it and opening the door to let the foals inside.

"I know it's not much, but it will make a nice safehouse for the time being." She said as they entered the living room.

A pink-coated filly with a tiara cutie mark snorted in disgust. "Ugh, safehouse? More like outhouse! This place smells worse than those rotting zombies that chased us!"

"Diamond Tiara-" Cheerilee was about to scold the young filly, only for Scootaloo immediately got in her face.

"Well then, maybe you'd like to go back to those ‘better-smelling’ zombies!" The young Pegasus snapped.

Before Diamond Tiara could retort, a grey earth pony with glasses and a spoon cutie mark stepper between them. "And let them eat her fabulous brain?! Are you nuts?!"

"Ha, Celestia knows it wouldn't fill them up anyway." Scootaloo joked, causing the others to laugh.

"Alright children that's enough! Diamond Tiara, this place may not be up to your standards but we all have to make do with what we can." She before heading into the kitchen. "There should be a good amount of food here...it should last us the whole journey if we divide it up properly." She said as she opened the cupboard and pulled out a few cans. Some of it was peaches and other assorted canned vegetables, along with a few other snack foods that could withstand the test of time, healthwise not good, but it would suffice in keeping their stomachs filled for the long journey ahead. Cheerilee passed out some of the food, making sure that they would still have enough for the journey ahead. Scootaloo was given the canned peaches.

The orange Pegasus filly scooped up one of the orangey-yellow fruit slices and popped into her mouth. Her face immediately scrunched up, but, reluctantly, she chewed the morsel and swallowed it. In this crazy world filled with the living dead and an evil alicorn of darkness, this meal could be her last. Scootaloo was starting to depress herself so she threw another slice into her mouth, hoping that if she ate enough them they would taste less bitter. They didn't.

"Ugh!"

"How is it?" Twist asked.

"It tastes like Diamond Tiara's stupidity!"

"Wow, that rich huh?"

Everyone but DT and SS burst into laughter. It was no secret that the two fillies disliked Scootaloo, well to be fair they pretty much didn't like anypony in their class, and those with blank flanks even more so, but they pretty much really disliked Scootaloo. The two of them huddled into a corner away from the others, with Diamond eating some tasty cookies, and Silver eating some stale potato chips.

"She thinks she's such a comedian, stupid, flightless blank flank." Diamond grumbled.

"Don't worry about her, Diamond, she's just, like, jealous that she's not special like us," said Silver.

Diamond Tiara glanced at the Pegasus filly from across the room, seeing her laughing with the others gave her a sick feeling in the pit of her stomach. Diamond was the one with the money, the popularity, and everypony knew it, and feared her for it. Why was it that out of all these others, Scootaloo was the one out of all them that had the nerve, the audacity to challenge her?! 'Why did Miss Cheerilee even save her?! She can’t even fly, and she’s not important like me and, to a lesser extent, Silver Spoon! We already have two halfwits who don’t even equal out to a whole brain! A little crybaby blank flank colt, and that four-eyed loser who can’t even talk right! Ditching them would be doing Ponyville a favor!'

Something popped into Diamond Tiara’s head, her eyes narrowed as she looked upon her fellow classmates as they ate their given rations. A devious grin spread across her lips, a grin that did not go unnoticed by the gray filly sitting across from her.

“Di, what’s wrong, you got that look?” asked Silver Spoon.

“Silver Spoon,” Diamond reached out with her hoof and placed it over Silver’s as she looked at the gray filly, “we’re friends, right?”

The gray filly raised an eyebrow at that question, her cheeks tinting a shade of red at the contact. “Well, obviously, like, yeah…”

“And you trust me right?”

“Of course.”

Diamond leaned closer to whisper into Silver Spoon’s ear, “And we, y’know, like-like each other and all, right?”

Silver Spoon shuddered from Diamond’s breath as it passed by her ear. “Di, y-yes, where are you going with this?”

Diamond Tiara looked at Silver Spoon directly. “At this rate, Silver, I think we’re going to die before we even make it to Van Hoover.”

“WHAT?!!”

The pink Earth Pony filly quickly slapped her hoof over her friend’s mouth to quiet her. “SHUSH!” Diamond Tiara glanced back at the other five foals and Cheerilee, who was keeping a watchful eye out the window. None of them looked as if they had heard Silver, so Diamond removed her hoof. “Quiet. Now listen, with the amount of food we have, and with how many of us there are, I don’t think we’ll have enough food to make it there.”

“N-No way, Miss Cheerilee said -!”

“Miss Cheerilee tells us stuff so that we won’t worry, and she’s a good teacher to do that, despite the detentions she gives us, but she’s too kind, and that’s the problem.”

“Di, what are you saying, exactly?” asked Silver with trepidation.

“We need to get rid of the others.”

Silver Spoon had to bite her tongue to keep herself from gasping out loud. At first she thought that Diamond Tiara was kidding, she’d often say things that would sound bad, wishing that the other foals in their class would move away, or just up and disappear. Silver Spoon agreed that they were insufferable and needed to go away, but she never contemplated getting rid of them. She knew it was a possibly dumb question, but she felt like she needed to ask it.

“Do you mean like…kill them, murder?”

Diamond Tiara giggled, for some reason she found amusement in Silver’s line of thought. “No, no, nothing like that. Well, maybe, it depends on how you define ‘murder’ and ‘killing somepony’. Those zombies go after living ponies, right? And when they get ahold of one of them, they stop to kill them. So all we have to do, if they come after us again, is make sure that they have somepony to eat so that the rest of us escape.”

Silver Spoon sat there and digested her friend’s words. Diamond Tiara was proposing that they sacrifice their fellow foals to get away from the zombie ponies.

“Just think about it Silver, this way, we’ll have more than enough food for the trip to Van Hoover, and Cheerilee can focus more on taking care of us. I mean, after all, we’re her students too, and we’re also rich, our parents would pay her a lot of bits once we’re safe. I mean, if that’s not good enough incentive to make sure that we make it out of this alive, I don’t know what is.”

Silver Spoon was silent for a moment, it was honestly starting to make Diamond Tiara worry that her friend was possibly going to chicken out on the plan. Or worse, blab to Miss Cheerilee what they were going to do. To be honest, Diamond loved Silver Spoon, she was practically as sister to her, well, “sister” wouldn’t be quite accurate, at least not for what Diamond felt for her long time friend, and secret crush. But...that didn’t mean that Diamond Tiara was far from being too trusting as to let Silver believe that she’d let the gray filly cross her. Her grades may not reflect it, but Diamond Tiara was smarter than she let on, just not in the way “normal” ponies thought.

After a tense moment of silence, Silver Spoon finally spoke. “Di, that is the darkest, and possibly the most cruel thing you’ve ever told me about……and it’s brilliant!”

Diamond Tiara let out a little sigh of relief. “Of course it is, I came up with it.”

“So~” Silver shifted her gaze back to the others. “who should be first?”

“It should be somepony who will give them a good fight…”

Diamond sized up each of her classmates. Twist was scrawny, but quick when she had to be. Snips and Snails were obviously going to stick together, and they had the added advantage being Unicorns. Although, their magic prowess was questionable, it was better than nothing, and would definitely slow down the zombies longer than just a fast running blank flank.

Pip was possibly a good warm up, but he more or less clung to Miss Cheerilee, being the youngest of the lot, so separating him from the teacher would be a task, and not good for their first try, especially with five others who could possibly witness it. And then there was Scootaloo. She’s proven to the two rich fillies that she’s not above getting rough with another pony, Scootaloo was a fighter, plus, she was a fast runner too.

“Scootaloo, definitely her.”

“Oh Di, I couldn’t agree more.”

“Alright my little ponies, let’s get some sleep. We need to get as much was we can before we leave.”

None of the foals disagreed, they had been running and walking for hours and were more than ready for some sleep. The others placed what they didn’t eat at the center of the room. Most of them curled up next to each other as they lied on the floor, both for warmth and comfort. Cheerilee waited for them to fall asleep so that she could get what food she could find and place it in saddle bags.

Meanwhile, as they rested, Silver Spoon huddled closer to her secret crush, brushing her shoulder against Diamond Tiara’s. “We’ll make it through this together, right Diamond Tiara?”

Diamond gave Silver a quick nuzzle, “Yes Silver Spoon, we will.”

Back the mountains, Twilight and her group continued their hike. After making sure they had made some good distance between themselves and the zombies they had slowed down. The group had quite a ways to go before they reach their destination, however they had made good time as Ponyville was much further in the distance and it was before.

Twilight was up front with Spike sleeping on her back, Rarity was right behind her with her little sister on her left, on her right were Fluttershy and the still-silent Pinkie Pie, and bringing up the rear was the Apples, Applejack on the left carrying her little sister and Big Mac on the right carrying his cousin.

"Princess, this is taking too long, is there any way I can recharge this ring faster?" Twilight asked.

'There is Twilight, but it will take some time for me to send you the means to do so.' Celestia responded, the ring glowing with every word she spoke.

"I hate to sound impatient, but exactly How long are we talking?" Yawned Spike as he slowly woke up. "Every second we waste is another those zombies need to catch up to us." He muttered.

'I'm terribly sorry, I myself am still getting used to this power and sending it to you took up more energy than I expected.' Celestia explained.

"That reminds me, where exactly are you?" Spike asked.

Twilight blinked, Spike had a good point, where exactly was Celestia? Why hadn't she shown up when Nightmare Moon attacked? "Spike has a point, where exactly are you right now?"

Celestia was silent for a few seconds, as if contemplating on what to tell them, then she finally answered. 'In the moon'

Twilight stared. "Princess, while I love and respect you, this is a very poor time for jokes."

'I assure you Twilight Sparkle, I am not joking.' Celestia explained. 'When Nightmare Moon returned she overpowered me and sealed me in the moon that was once her prison. Do you see the mare in the moon symbol up there? That is me.'

Twilight and Spike were speechless, they looked at each other, then up at the moon, the face of an Alicorn completely visible on it's surface. "B-but then, how were you able to send me this ring?" Twilight asked in confusion.

'It was actually through a stroke of luck.' Celestia began. 'While I was sealed away, a powerful yellow meteor ended up crashing on the moons surface, upon seeing it's powerful potential I used what little energy I had left to send it to Equestria, allowing me to communicate with its inhabitants even in my sealed state.'

Twilight stared up at the moon, uncertainty brewing within the depths of her heart. 'If Nightmare Moon could do that to the Princess, then what hope do we have?'

Behind them, the rest of the group were having their own conversations.

"Um...R-Rarity?" The timid Pegasus mumbled, getting the Unicorn's attention. "I-I was wondering w-w-what happened to...to Pinkie..." She said, whispering the last part before casting a sorrowful glance at her friend. The normally happy-go-lucky pony was now completely devoid of any emotion, there was no skip in her step, her normally poofy mane was flat and straight, heck even her coat seemed to have taken a sort dim tone.

Rarity sighed as she turned her attention back to her timid friend."I...we had a rather...unfortunate run-in with Rainbow Dash..."

Fluttershy's eye widened in horror upon hearing her foalhood friend’s name. What did she mean "unfortunate"?! Had Rainbow Dash become one of those horrid creatures?

"Yeah, she was glowing all red and had the same ring as those freaky zombies." Sweetie Belle interjected, causing Fluttershy's eyes to widen further with tears ready to erupt from them.

Rarity quickly remembered who she was talking to and spoke before she could start freaking out. "Now before you ask, I'm sure she's not one of them. In fact she made it perfectly clear that she intends to kill every single one of them." She explained while casting on another look back at Pinkie. "Sadly she ended up mistaking Twilight for a spy for those things and immediately started to attack her. Pinkie Pie tried to convince her that wasn't the case but...well..."

A pained sniffle from Pinkie got her attention, Fluttershy looked at her friend and noticed a bruise on her left cheek. 'Why...why would she do such a thing? I thought they were friends...'

Back at the rear, Applejack sighed as she looked up at the moon, the face of an Alicorn still visible on it's surface.

"Say Applebloom...I'm kinda curious..." Babs said, getting her cousins attention."How exactly did ya know those zombie ponies back there? Were they friends of yours back when they were alive or sumthin?"

Applebloom's ears flattened against her head as she looked down in sorrow. "Yes...and no..." She mumbled as her whole body shivered, as if trying to repress a horrible memory.

"What in the hay do you mean by that?" Babs asked in irritation, getting the attention of her older cousins.

Applebloom sighed, knowing there was no other way around this. "Ah met them about a year ago...in the Everfree Forest..."

Applejack stopped abruptly and dropped her sister onto her flank, turning to her with a menacing glare. "And what in the nine pits of Tartarus were you doing in there young lady?!" She shouted in anger getting the attention of the rest of the group.

"It wasn't mah fault!" She explained as tears started leaking from her eyes. "Ah was playing ball with Twist when it bounced too close to the forest! Ah figured it was only near the edge Ah could just get it back easily, but when Ah got there Ah saw this little filly deeper in the forest!" She said while wiping the tears away. "Ah figured she might be lost so Ah called out to her, but she just went deeper. Ah was afraid if Ah left her something terrible would happen to her so Ah followed her trying to get her to come with me, but she wouldn't listen and eventually led me to..."

"Sunny Town..." A dark, raspy voice called out, startling everyone. Out of the darkness of the trees stepped a brown coated Earth pony stallion with an orange mane. "It's so good to see you again...Applebloom..."

Applebloom's eyes widened in horror upon realizing who the zombie was. "G-G-Gladstone?!"

"Oh look! She really does remember us! " A female voice called out, Twilight, Rarity and Fluttershy turned to see another female zombie Earth pony with a green coat and a mossy green mane land behind them. "Isn't that sweet!" She giggled maniacally.

"Three Leaf?! You too?!" Applebloom shouted in horror. "What, was every single resident of Sunny Town turned into these monstrosities?!"

"To put it simply, yes!" Three Leaf giggled as she bounced around, circling the group, for a moment Twilight thought she was talking to a green Pinkie Pie.

"You see little Applebloom," Gladstone explained. " when our Queen returned from her banishment she recruited all of the residents of our village into her Black Lantern army."

"And she not only gave us powers beyond our wildest beliefs, but she also lifted that pesky curse which allowed us to finally leave the Everfree Forest!" Three Leaf giggled as she bounced next to Gladstone. "But enough about us, let's kill you!!" She smiled sadistically before darting at them with breakneck speed.

Rainbow Dash soared through the air, tearing through any zombie that was dumb enough to attack her, oddly enough there were very few of them this time around, had she really killed that many of them?

As she continued to fly she noticed she was passing over Sweet Apple Acres, she scoffed at the thought of her former friend. 'Traitors, all of them!' She thought to herself as she picked up speed. 'I'll show them, I'll show them all! I'll take down each and every one of these creatures!!'

The Pegasus was brought out of her thoughts when a black bolt of energy streaked past her, narrowly missing her wing. "Alright, who has the balls?!" She screamed in rage as she turned around.

Her would-be assailant was an Earth Pony mare with a white coat and an orange mane. To her right was a stallion with an orange coat and a blue mane, and behind him were two other zombies.

"The name's Starlet, fastest pony there is!" She said with an arrogant smirk, she then gestured to the stallion on her right. "And this handsome devil by my side is Roneo."

If looks could kill (and if the two before her weren't already dead) Rainbow Dash's would have killed them five times before they hit the ground. This poser, this fraud, had the audacity, the nerve, and the GALLto call herself the fastest?!

Her armor glowed like it had been dipped in molten lava as acidic blood dripped from her fangs. “Really? YOU’RE the fastest? Then dodge this!” Rainbow roared as she bellowed forth a torrent of crimson napalm blood at the mare.

Starlet merely smirked as she dodged to the left in a fluid motion, letting the the torrent pass her by a mere few inches, but she was far from impressed by the display. The enraged Pegasus growled in anger and headed right for Starlet at a rapid pace. But the Earth Pony mare was not like the other Black Lantern minions, she was better, not just faster, but smarter. Just as Rainbow Dash lunged for Starlet, she smoothly let the Red Lantern pass right by her before quickly kneeing her in the stomach, knocking the wind out of her with a pained grunt.

"Is that your best? Honestly I'm disappoi-AGH!" She screamed in pain as Rainbow Dash slashed her clawed hoof across her leg, severing it from her body and sending the limb flying off into the air as Roneo went after it. However she didn't stop there, Rainbow quickly brought her left hoof upward and sliced across Starlet’s body, creating three large, glowing red gashes that burned like fire before darting back to avoid the other three BL's.

"Did you really think such a weak attack could hurt me?! I'm covered in armor dumbass!" She taunted as the two BL's charged at her while Roneo quickly reattached Starlet's leg.

"YOU'LL PAY FOR THAT YOU WITCH!!!" She screamed in rage.

"Aww, what's wrong? Did ya chip a hoof?" RD smirked as she countered a strike from the first zombie, blocking it's beam before countering with her own, blasting off its head and sending it plummeting to the ground. The second zombie attempted to attack her from behind by launching twin claw constructs at her, the sneak attack quickly nailed her in the back, piercing the scarlet armor and digging into the vulnerable flesh underneath, causing Rainbow to scream in pain, but the attack also had a down side for the zombie as it caused Rainbow’s back to leak some acid blood. The rage infused life essence quickly ate through the black construct hooks, shattering them to pieces.

“You mother bucker!” Rainbow roared as she punched away the zombie she was facing, her hoof sinking into its face as it was thrown from the force of her punch. She then turned her attention to the zombie stupid enough to attack her from behind. She gave a glare strong enough to make even the zombie panic, she bolted towards the zombie, intent on ripping it to shreds...

...only to be attacked from behind by Starlet, the zombie pony quickly grabbed her with her own claw construct and violently threw her to the ground below. Rainbow Dash quickly tried using her wings to slow her descent, only for Starlet to a appear in front of her and let loose a volley of punches with her dark claws. The attacks came swiftly and violently, cutting at her armor as each blow was landed. The barrage temporarily dazed her before Starlet slammed her knee into her stomach much harder than before, a shockwave erupted from the attack of the strike, both from the point of impact, and behind Rainbow’s back, and kicking her into the air.

Roneo and the two zombies quickly attacked the cyan Pegasus from behind, firing beams of dark energy at her back. Rainbow Dash screamed in agonizing pain as the combined might of the three beams sent her plummeting towards the ground.

"I'm not done with you yet!!" Starlet screamed as she aimed her ring at the falling Pegasus before firing a powerful black energy sphere straight towards her opponent, it hit Rainbow Dash seconds after she hit the ground and detonated immediately, obliterating everything around it.

Rainbow Dash's scream of pain was drowned out by the massive explosion...

The explosion echoed across that forest, sending shockwave through the earth and cuasing the forest itself to rumble.

"What the hay was that?!" Pip called out as he awoke along with several other foals.

Cheerilee looked out the window and saw a massive explosion go off in the distance. Her first instinct was to make sure that the foals were alright.

"Is it the zombies?! It's the zombies isn't it?! Sweet Celestia they've found us! WE'RE ALL GONNA DIE!!" Snips screamed in terror as Snails dived under a table in fear.

"EVERYONE BE QUIET!" Cheerilee shouted whilst packing her saddle bags. "I saw a few red flashes out there, the same as the pony that protected us when we were escaping Ponyville!" She explained, missing the way Scootaloo's face lit up at the mention of the pony. "From what I can tell she's currently fighting those things, hopefully she'll be able to stall them long enough for us to make some distance between them and us, now LET'S GO!" She shouted, leaving the room for debate.

All of the foals looked at each other for a few seconds before darting towards the door. However nopony noticed the casual glance Diamond Tiara and Silver Spoon gave each other...

Back in the mountains, Twilight and her group galloped as fast as they could. The two Black Lanterns raining down beams of dark energy upon their targets, Twilight's shield just barely managing to protect them all.

"Not to be ‘that Dragon’ Twi, but do you have any plans other than running?!" Spike screamed as a crack started to appear across the shield. "That shield's not gonna hold up forever!!"

"I'm thinking, I'm thinking!" She said right before Three Leaf appeared in front of her.

"Running away without saying goodbye? That's just rude!!" She screamed before slamming her claw construct against the shield while Gladstone approached from behind.

"Well think faster!" Spike screamed before jumping off Twilight's back and getting in front of the white Unicorn. Fluttershy let out a loud "Meep!" as she hid behind Rarity, who clutched her sister protectively.

"Now, now,there's no need for you all to prolong your suffering." Three Leaf cackled as she relentlessly attacked the shield. "Just give up and let us turn you and you can spend the rest of your undead lives serving our Queen, won't that be fun?!"

"I don't wanna die, I don't wanna die, I don't wanna die, I don't wanna die!!" Babs screamed as she hid behind Big Mac, who despite putting on a strong face, was just as worried as she was.

"Keep calm everypony! We'll get out of this!" Applejack shouted.

"What's the point? It's hopeless..." Pinkie Pie mumbled. Everyone looked at Pinkie in shock as she continued to talk. "We've lost our home, most of our families and friends are gone, why are we still fighting?" She asked as tears fell from her eyes. "Sooner or later we'll end up just like them...we're all going to die..."

"NO! Just because we can't use our new powers now doesn't mean we should just give up!" Applejack shouted, straightening her hat. "Ah was willing to go against them even without that power, and Ah’m not about to chicken out just because Ah can't use it anymore!" As she said this, there was a small flicker of green from her ring...

Twilight smiled before wincing in pain as another bolt impacted on her shield. Everyone slowly huddled together as more cracks appeared and Twilight began to lose focus, the shield becoming smaller as a result.

Suddenly, a bright light erupted from Twilight's horn, temporarily blinding the two Black Lanterns, when the light died down the entire group was gone.

"Where'd they go?!" Gladstone shouted as they looked around, only for several beams of magic to rain down upon the two Black Lanterns from above.

From up on the nearby cliff, Twilight smirked as her attack bombarded the two demonic ponies before turning back to the group. " Okay let's move, that should buy us some time but not a lot!" She explained as she ran past them with them following in hot pursuit.

"Nice save, Twilight!" Spike said.

"Yes, that was a close call..." Rarity exclaimed as she lifted Sweetie Belle onto her back. "But can you explain to me why you can't use your teleporting spell again? It seems pretty effective..."

"I've never used the teleporting spell while holding up a shield at the same time!" The lavender Unicorn explained as the group approached a long stone bridge leading over a valley right next to a huge waterfall. "That last spell took a lot out of me and I need to preserve my strength."

"Awww! Ain't that a shame?!" A voice called out from above. Three Leaf immediately swooped down towards the group. They quickly tried to turn back but Gladstone landed behind them.

'Oh great! Stuck between a rock and a hard place!' Applejack thought as the the duo advanced on them from either side. Big Mac snorted in anger as he stepped towards Gladstone while Twilight tried to charge up another spell, sadly all that came out was a few small sparks.

"Looks like you're all out of options! What'cha gonna do now?!" Three Leaf taunted as she created twin claw constructs and charged down at them with a insane laugh.

"I DON'T WANNA DIE!!" Applebloom and Babs screamed as they hugged each other in fear.

Suddenly Twilight heard someone take a deep breath before the sound of a roaring fire was heard. A huge ball of green flames hit Three Leaf dead on, engulfing her entire body. The Black Lantern, unprepared for such an attack, was sent flying into the waterfall and could only scream in rage as she was washed towards the bottom of the waterfall before being swept away by the intense current.

"And don't come back!!" Spike shouted while snorting smoke from his nostrils.

"WOW! THAT WAS INCREDIBLE!!" Applebloom shouted in joy.

"You were so brave!" Fluttershy stated meekly.

"Ohhh, my little hero!" Rarity proclaimed before giving him a small peck on the cheek, causing him to blush.

"And that's why you're my number one assistant!" Twilight smiled at the young Dragon with pride.

"And then there was one..." Twilight turned at the sound of Applejack's voice to see the Apple Farmer and her brother glaring at Gladstone menacingly.

Gladstone wore a look of outright shock, his jaw hanging open like a gaping fish, he had an expression that clearly said that this was not part of the plan.

"HAH! Ya see that?! Ya crazy friend's sleepin’ with the fishies now!" Babs taunted from behind her cousin.

Gladstone shook his head before snarling at the group. "If you think for a second that the tables have turned, then you're sadly mistaken!" He shouted in rage before charging forward with his ring glowing menacingly.

Unknown to him however, the moment of Three Leaf's defeat was just the amount of time Twilight needed to charge up another attack, with little to no warning she charged forward, her horn glowing intensely.

Gladstone immediately fired a beam of dark energy while Twilight fired her own, both beans hit each other before creating a giant explosion that sent the group flying back and practically obliterated the bridge they were standing on.

The impact sent Gladstone flying into the waterfall, meeting the same fate as his ally. While Twilight was sent flying over the edge she quickly found her right hoof being grabbed by Big Mac before he hoisted her up and put her on his back.

"GIRLS!" Everyone heard Applejack call out, having been nearly knocked over the edge herself but was closer to the end of the bridge. "THE BRIDGE IS COLLAPSING!!" She shouted, pointing at the opposite side as several chunks of the bridge started to fall off.

The stallion immediately sprinted towards the other end of the bridge where Applebloom and Babs were already waiting. However when Twilight looked back she noticed Rarity running towards the collapsing part.

"SWEETIE BELLE!" She screamed in terror, the rest of the group turned to see the young Unicorn vainly pulling Fluttershy's tail with a certain dragon on her back, the two having apparently been knocked out by the impact of the explosion. The situation was made worse by the fact that the bridge was still collapsing and at the rate she was moving she wouldn't be able to outrun it.

Rarity charged forth and immediately grabbed her sister before using magic to toss her towards the group where she was caught by Applejack, but before the fashionista could move to save the other two, the bridge collapsed under her hooves, dropping the three into the rushing stream below.

"SISTER!!"

"SPIKE!!"

"FLUTTERSHY!!"

The group could only scream in horror as Rarity, along with the unconscious Fluttershy & Spike fell into the water and, like the two Black Lanterns before them, were washed away by the current...

"OK what in Tartarus is going on?!" The cyan Pegasus groaned as slowly crawled out of the crater made by Starlet's last attack, her armor was cracked in several places and parts of it were even starting to fall off, much to her shock. "How is that possible?! None of the other zombies managed to hurt me, and yet this one is cracking my armor..."

"It's very simple..." Starlet smirked as she landed in front of her."Roneo and I are different from the other Black Lanterns you've faced! We are the elite warriors of our Queen's army!"

"So basically you're a pair of overglorified mooks with a power boost, big deal!" The cyan Pegasus snarled before charging at her, intent on wiping that smug smirk off her face, only for Roneo land in front of her and deliver an uppercut to the face, the force of it sent her flying into the air.

Despite the searing pain, Rainbow Dash managed to stabilize herself in mid-air just as the other two Black Lanterns attacked again. She quickly summoned two giant claws and grabbed them both, slamming them into each other before throwing them towards Roneo, who simply batted them aside.

'Wait...where's-'

"SURPRISE MOTHERBUCKER!!" Starlet smirked as she descended from above, slamming her back-hooves into her and sending her spiraling downward once more. Before she hit the ground however Roneo darted forth and slugged her across the face, sending her barreling through several trees in the process. Rainbow impacted the ground like a cannonball, causing many of the trees to fall on top of her.

"OK, I'm getting real tired of this shit!!" She growled. Rainbow got her forehooves under the tree as she lifted it off her, the two zombies from before quickly charged her, only for her to swing the tree like a baseball bat, sending them flying across the sky.

"You and me both!" Roneo calmly stated as he shot out of the shadows. Rainbow Dash narrowly dodged the sneak attack and took to the air, only to find Starlet rushing towards her. Before the cyan Pegasus could react, Starlet suddenly appeared in her field of vision. The zombie mare drew back and headbutted Rainbow right between the eyes, causing her wail in agony from the sharp pain.
Roneo then appeared next to Starlet and the two assaulted her with a barrage of punches and kicks, their rapid attacks appeared as streaks of black energy raining down from every direction. Rainbow Dash brought up her forelegs, trying to block and/or dodge as many as she could.

Suddenly the two zombies from before darted behind her and fired twin beams at her back, RD however saw this out of the corner of her eye and quickly flew up and out of the way. Roneo and Starlet saw the beams sail towards them, but one quick backhoof swatted the two beams off to the sides, and looking slightly peeved that their incompetent subordinates couldn’t figure out a better way to attack.

Glaring down at her targets, the cyan Pegasus took a deep breath before firing a torrent of crimson blood at the two from above, the duo barely had a chance to put up a shield before they were buried under the acidic blood and forced into the crater made from Starlet's last attack. She didn't stop until it was completely filled, trapping them in a bubbling pool of her acidic blood.

"OK...two down..." Rainbow Dash gasped as she wiped the blood from her lips, smirking at her handy work before turning her attention to the two remaining zombies, who seemed visibly freaked out that she had just taken down two of their Generals.

"...and two to go!" She snarled before charging at them, the two zombies quickly turned tail and fled into the forest with the cyan pegasus hot on their tails.

"This way children, hurry!" Cheerilee shouted as she lead the foals across the bridge leading over a river and towards the northern part of the forest. She looked back to see that several explosions were going off near where her old cabin was, and they were getting closer...

Not too far from there, the two Black Lantern’s swiftly and silently flew through the shadows of the forest, hoping to elude their pursuer...which was easier said than done. The enraged Pegasus would occasionally fire a blast of energy down at the trees in hopes of flushing them out or simply outright obliterating them.

"OLLY OLLY OXEN-BITCH!" Rainbow Dash called out while firing another blast of crimson lightning into the forest. The two quickly darted to the left, narrowly avoiding another blast. They ended up flying towards the river and immediately heard several voices coming from downstream. Realizing they had found some survivors the two quickly darted towards the source of the voices, intent on turning them and increasing their numbers-and hopefully-chances against the enraged Pegasus...

Cheerilee watched as Snips and Snails crossed bridge, followed by Twist and Scootaloo, then Diamond Tiara and Silver Spoon, while Pip clung to her leg, making sure all the foals were with her she made her way across the bridge herself...only for Twist's scream to get her attention.

At the other end of the bridge she immediately saw what was the problem was, the end of the bridge had been blocked off by one of the zombies who was forcing the foal back onto the bridge, some of the foals quickly tried running back to the other end only for one to land behind Cheerilee as well.

The two zombies slowly advanced on the now-trapped group of foals, ready to turn them into the newest members of their army, when suddenly...

"HI GUYS! YOU REMIND ME OF SOME ASSHOLES I'M GONNA KILL!!" The cyan Pegasus screamed as she landed in front of the zombie and cleaved it in half with her metal wing.

"So! AWESOME!!" Scootaloo called out as the cyan Pegasus kicked the remains into the river before turning her attention to the remaining zombie that had started to back away.

"And then there was one..." She said as she advanced on the lone Black Lantern.

Cheerilee, seeing an opportunity quickly called out to the other foals. "Everypony run now!" The children didn't need to be told twice and immediately ran across the bridge and into the forest, as Cheerilee ran after them she briefly turned to the Pegasus. "Thank you so much!" She called out before running after the foals.

"No problem!" Rainbow Dash said without looking, she smirked as she charged at her target...

"SURPRISE BITCH!!" A familiar voice shouted, Rainbow Dash barely had time to blink before she slugged across the face and sent flying into a tree. "Thought you'd seen the last of me huh?!" Starlet shouted before Roneo landed next to her.

Rainbow Dash snarled as she got up from the attack, "Why the hell are you still-"

"Oh, we just created drill construct to escape." Roneo smirked before turning to the remaining zombie. "Go after them." He commanded, pointing in the direction the children had flead. The zombie nodded and took off.

"What? NO!" Rainbow Dash screamed as she tried to chase after it, only to be intercepted by Starlet.

"Roadblock bitch!" She screamed while giving her an uppercut to the face.

"Okay seriously, this shit is getting old!" She screamed as she stabilized herself in the air. "Will you just PISS OFF already?!" She shouted before firing another crimson bolt of energy.

Roneo and Starlet dodged the bolt and charged towards her. However unlike before, Rainbow Dash was more focused on getting to the kids first and flew off in the direction they went, hoping to get to them before the lone zombie did.

Sadly, Starlet caught up with her almost immediately and grabbed her tail with her claw construct. "Oh no ya don't!" She smirked as she yanked her back before Roneo shot up from below and slammed his hoof into her stomach. Rainbow Dash let out a roar of anger that emitted a powerful shock wave, pushing the two back.

"I think it's about time we put an end to this..." Roneo stated as his ring glowed ominously.

"Oh I couldn't agree more!" Starlet cackled with glee as her own ring did the same, both of their rings energy seemed combine together as they were encased in a black orb of their own power, then the orb began to grow.

Rainbow Dash could only stare in horror as the orb grew to the point where you could probably fit all of Ponyville inside it. It was a monstrous beast that resembled a bird of some kind, tire body seem to be made out of some sort of strange nebula with stars inside it.

"Behold! Our ultimate combined construct!" The giant bird screeched in a distorted combination of both Starlet and Roneo's voices. "The Dark Phoenix!!"

Rainbow Dash snapped out of her stupor before firing a crimson both of energy at the creature before her. However the Dark Phoenix simply batted the attack away like it was nothing.

"Was that really your best?! Well then, let us show you ours!" The Dark Phoenix snarled before twin beams of dark energy shot from its eyes, the cyan Pegasus tried to avoid it but was immediately struck by it's talons. Before she could recover it struck again with lightning speed, sending her spiraling towards the ground again...only to appear below her and smack her with its wing, sending her flying skywards. Before she could stabilize herself Dark Phoenix flew off to intercept her and grabbed her with it's talons.

"Now to finish you off once and for all!!" It proclaimed as it began to crush her between its talons, with Rainbow Dash just barely pushing them back.

'No...I can't let those kids become victims of these things too! I have to save them, but these two won't give me an opening!' She thought to herself as she heard another explosion from the forest, that zombie must have been spotted them! 'Darn it! Those poor kids need my power, but how can I...?' Rainbow Dash's eye widened as her ring began to glow...

As the giant construct gleefully continued to squash its target it suddenly shrieked in pain when a red light burst from it's talons, ripping them apart in the process. As Rainbow Dash busted free, she took a moment to watch the red orb of energy that contained a good amount of her power heading towards the northern end of the forest. She silently prayed that it would find the right pony to choose and kill those creatures before turning her attention back to the beast before her that was giving her the mother of all death glares.

"So you wanna go a few more rounds!? Fine then! I'll show you what I’m made of!!" She screamed as her rings aura began to shift and distort before becoming a giant construct of its own: a scorpion.

With a roar of unrivaled rage, both constructs charged at each other, fully intent on defeating their opponent...

Scootaloo gasped as she continued to run, her confidence in the situation was slightly boosted thanks to seeing Rainbow Dash kick the zombies’ assess, but she knew they were still being followed, there was only one of Rainbow Dash, and many of the undead. Scootaloo looked around as she tried to find the rest of the group, Cheerilee was still some ways behind them, she thought so anyway, but she hoped that the others were still close by, strength in numbers and all that.

'Even if those number include Diamond Tiara and Silver Spoon.'

Part her wished Cheerilee never saved them, but she couldn’t think like that, not now. Scootaloo had read comics about ponies who would go through life altering situations like this, and would sometimes change for the better, so there was that, I mean, what’s more life altering than being invaded by an army of the undead led by a alicorn that was once trapped on the moon.

As Scootaloo continued to run she spotted something in the distance, something pink and glittering. After running closer to it, she realized that it was Diamond Tiara. She was lying on the ground, unmoving, with soft little whimpers echoing in the forest. The orange Pegasus filly stopped momentarily, looking back behind her to see if the zombies were anywhere close to them. Scootaloo then glanced back to the still form of Diamond Tiara, part of her believed that this might be a trap by the zombies, Celestia knows that they were tricky bastards.

'Still…if she’s hurt then I just can’t leave her here…Dammit, you owe me one Diamond!'

Scootaloo ran towards Diamond Tiara, she constantly glanced around to make sure that they were alone, if there was one thing she wasn’t about to do, it was dying saving Diamond Tiara.

'No, don’t think that way, Rainbow Dash wouldn’t, she’d help and protect others, even if they were ponies like her.'

Scootaloo approached Diamond Tiara, tapping her on her back with her hoof. “Diamond…Hey Diamond wake up! C’mon we need to hurry, are you dead or something?!”

The pink Earth Pony filly slowly opened her eyes, she lazily looked up and met Scootaloo’s gaze. “Oh…it’s you.”

“Yeah, it’s me, the blank flank, the Pegasus who can’t fly, blah, blah, blah. Can you get up?”

“Of course I can…” Diamond Tiara slowly propped herself up on her forehooves and steadily worked her back hooves under her. Once she was standing up again, Diamond Tiara looked at Scootaloo, almost appraisingly. “So, you’re the only one, huh?”

“Only one what?" she asked in confusion.

Diamond Tiara shook her head. “Never mind, where are the others? Did you see where they went?”

Scootaloo nodded, “I think so, some of them must be ahead of us, I haven’t seen Miss Cheerilee yet though. She might’ve gone around to try and catch up to the rest. If we hurry we can catch up with them too, and hopefully find them before those zombies do.”

Diamond Tiara smiled at Scootaloo, “I can’t believe you actually came to help me.”

“Yeah well, don’t get used to it.”

“I mean it, Scootaloo-”

“Wait,” She interrupted. “what did you just call me?”

“Scootaloo, that is your name, right?”

The Pegasus filly stared at the rich filly with confusion yet again. “Y-Yeah, but you always call me a ‘blank flank’, or uh…chicken…”

“Yeah, I do don’t I? But you actually stopped to save me, even though you knew all that.” Diamond Tiara started to walk slowly towards Scootaloo, causing the Pegasus filly to instinctively walk backwards.

“Well…I-I couldn’t just leave you here…I mean, Miss Cheerilee would be mad and…your mom and dad would be sad if something happened to you…” Scootaloo found herself backed up against a large tree, with Diamond Tiara staring at her with half-lidded eyes.

“You know…” Diamond Tiara got closer to Scootaloo, placing the tip of her right hoof against the Pegasus’ chest and causing her to flinch slightly. “Since we’re alone, and since there’s a good chance that all of us might not make it out of this nightmare alive, I think I should tell you something.”

Scootaloo gulped, and for some reason, found her face getting slightly hot. “W-What…?”

Diamond Tiara leaned closer to her, brushing the fur of her cheek against Scootaloo’s. Her eyes then shifted to her left for a brief moment before a devious smile crossed her lips. She then whispered softly into her Scootaloo’s ear. “Thanks for being dumb enough to stay behind.”

“Wait, what-!”

*THWACK*

A sharp pain erupted from the back of Scootaloo’s head, making her fall forward, curling into a ball, and wailing in pain. She squirmed on the ground as her head continued to throb with the same sharp pain, causing her to feel dizzy. Scootaloo then heard something drop in front her, she opened her watery eyes and saw a rock, stained with what looked like blood. She drew back one of her hooves and brought it in front of her, noticing that it was wet and red.

'That’s…That’s my blood!'

Scootaloo then saw Diamond Tiara’s hooves walking in front of her, followed by gray hooves coming from the opposite side.

“Nice timing Silver Spoon.”

“No problem, but, did you have to act like you were going to kiss her?! Seriously?!”

“Oh hush, like I’d even think about it. Besides, why would I when I have you.”

Scootaloo dared to look up and witnessed, possibly, the second grossest thing in her life. Diamond Tiara and Silver Spoon kissing each other, right in front of her no less! And what was worse, they were doing so in a romantic, mushy way, eyes closed and everything. Scootaloo would’ve gagged if her head wasn’t in so much pain. Unfortunately, the two rich fillies noticed Scootaloo’s gaze and grinned at her.

“Oops, looks like our secret’s out.” said Diamond Tiara.

“W-What…I don’t understand…!”

“What? Me and Silver kissing, or us leaving your pathetic self out here for the zombie ponies?”

That last part caught her attention, Scootaloo tried to get up, but Diamond Tiara immediately kicked Scootaloo in the stomach, forcing the wind out of her lungs and causing the Pegasus filly to cry in pain.

“What a crybaby, I thought she was tough.” said Silver Spoon.

“Guess she’s not as much of a tomcolt as she looks.” said Diamond, chuckling in bemusement.

“Why…Why are you doing this to me…?” Scootaloo asked pathetically, her limbs laying loose on the ground, not knowing what to clutch, her head or her stomach.

“We need a decoy in order to draw those undead monsters away, it’s that simple.” said Diamond.

“And besides, nopony will, like, miss you or anything, everypony knows you’re an orphan and that you live alone.” Silver Spoon mocked.

Scootaloo gritted her teeth and tried to get up as she stared down the demented bullies. “Y-You’re wrong! I-I’m not an orphan, I have a mom!”

Diamond Tiara slammed her hoof back into Scootaloo’s stomach, repeatedly, practically stomping on her. “I am so sick and tired of you talking back at me!” One of her stomps landed on Scootaloo’s lift hind leg, giving it an audible snapping sound and causing Scootaloo to scream in pain. “Always acting so tough, and getting in my face over...” her next stomp landed on her chest as the Pegasus filly tried in vain to defend herself, “...and over, AND OVER AGAIN!!!” Diamond’s last stomp landed directly on Scootaloo’s left wing as she tried to roll away.

Scootaloo let out a scream stronger than any she had let out before. The pain was unbearable, it was a noted fact that Pegasus wings were sensitive to a degree, and right now, Scootaloo was experiencing that fact first hand. The pain was so great that it caused her to throw up what little contents her stomach had onto the ground. She dared to look at her wing, which was now bending at an unnatural angle, which only made her retch again. Diamond Tiara and Silver Spoon made disgusted expressions upon seeing Scootaloo throw up, twice.

“Oh that is, like, so totally gross!” Silver Spoon exclaimed. “Oh and Di, you might want to stop there. She can’t lead those zombie ponies away if she’s too beat up to run.”

Diamond Tiara conceded that Silver Spoon had a point, but it was just too much fun. She had often fantasized about getting back at Scootaloo, of all the different ways she would make her regret ever standing up to her. But, sadly, this would have to do. Getting eaten by zombies is a good enough way to get back at her, only slightly though. As if to reaffirm Silver’s decision, they could hear hissing noises and cursing coming from the distance, along with the various snaps of tree branches.

“We’ll be leaving now, but don’t worry, you’ll have some company real soon.” Diamond Tiara leaned her head down and spoke into Scootaloo’s ear, making said Pegasus flinch, believing another sneak attack was coming. But instead, she felt Diamond give her a quick peck on the cheek. “You’re cuter when you’re a mess, what do you think Silver Spoon?”

The gray Earth Pony filly nodded, her smile just as devious as her fillyfriend’s. “Definitely.”

The two fillies then made a run for it, saying one last thing as they ran. “Goodbye, blank flank!”

Scootaloo was lying there, in pain, and soon to be dead. She heaved and panted, her stomach was sore, her chest felt crushed, and her wing…her wing was broken. Any hope she had of ever flying was destroyed, more accurately, any hope she had of living was gone. Scootaloo, painfully, dragged herself up onto her hooves, well, the three that were working. She limped in the opposite direction of where Diamond and Silver went, she thought about going after them, but if she did then her classmates would get caught in the crossfire. If there was any pony she was going to take down with her, then it would be those two psychotic bitches alone.

The whole time she limped, Scootaloo’s mind would constantly ask the same questions over and over again. Why did she have to stop and check on Diamond?! Why was she being punished like this?! These thoughts ran through her head several times, her anger building with each repetition. 'Why…All I ever did was stand up to them…Why is that such a bad thing?! They’re bullies, you’re supposed to stand up to them! That’s what mom always told me, and mom would never lie to me…Mommy… it hurts…It hurts so much…!'

The lone zombie emerged from the shadows, having picked stealth over speed in case the cyan Pegasus got past its superiors again. It licked its lips upon spotting the dying Pegasus, in its eyes a yellow light seemed to be growing inside her, a red light was visible to it as well, but seemed to be getting bigger. The zombie paid it no mind as it slowly approached its easy prey...

Scootaloo took another limping step forward, but her balance was thrown off, causing her to crash back to the cold, unforgiving dirt. She sobbed and wailed as tears streamed down her face, the pain, along with the bleakness of her situation was starting to get to her. She was going to die out here, in this dark forest, cut off from her friends, family, and even her hero.

'…All because I wanted to help that spoiled…manipulating… psycho bitch and her just as psycho fillyfriend!'

*Ba-Dum*

‘Damn you Diamond Tiara, Silver Spoon…Damn both you to Tartarus!’

*Ba-Dum*

Scootaloo started rise up from the ground, her teeth gritted and her brow furrowed as she focused on this. Her anger, her hatred for those two fillies, yes, this is what she would use to keep moving. She wasn’t about to die because of them, not like this, not ever! Scootaloo put pressure on her fractured left hind leg, grunting loudly as the searing pain shot up her hind leg and almost made her throw up again. But she held back, through sheer anger she kept it down. Scootaloo wasn’t going to be part of Diamond Tiara’s and Silver Spoon’s plan. She’d show them, she was going to live!

*Ba-Dum*

*Ba-Dum*

*Ba-Dum*

'I swear I’ll make them pay for what they did to me! Those BITCHES will bleed and cry after I’m through with them! And I dare any of those undead plotholes to try and kill me, I’ll tear out THEIR hearts!'

The Black Lantern stopped and watched as the filly’s inner light changed, where once it was yellow now it had become blood red. Fear was sweet, but Rage was spicy, which would make for an all the more delicious meal. The Black Lantern pony flew at Scootaloo, about to pounce on her from behind. That is until a red bolt of light streaked through the trees and struck Scootaloo, surrounding her in a sphere of red light. The power of the light threw the Black Lantern back, sending him flying into a tree.

Within the sphere, Scootaloo felt pain once again, hot, searing pain. But it was, strangely, empowering. Red fire appeared all around her in a circle, and floating before her was a red ring. At first Scootaloo backed away from the ring, but, as she looked upon it, she noticed that the insignia that was on it matched the same one that was on Rainbow Dash’s armor. That’s when it dawned on her, this ring, this was the same power that Rainbow Dash used to beat the zombies, and it appeared before her too.

‘Scootaloo of Equestria, you have great rage in your heart!’

Suddenly the ring flew to her right hoof and slipped around it.

‘You belong to us.’

Suddenly Scootaloo felt like every vein in her body was on fire. Something started to build in the back of her throat, it continued to build more and more until she finally vomited out a large amount of her own blood onto the ground. At first this frightened her, seeing such a copious amount the red liquid splatter before her hooves. But fear was quickly squashed out when the blood was replaced by the liquid fire of rage. It spread throughout her body, changing her into something stronger than she ever dreamed. She felt as her wing snapped back into place, giving it a test flap. The fracture in her left hind leg immediately healed as well, and the pain itself was quickly dulling

The sphere then shattered into crimson fiery embers, revealing the newly transformed Scootaloo. Her forelegs and were covered in plated armor, her shoulders had curved pauldrons that gave the illusion of feathers. On her back, something else had occurred, Scootaloo’s wings were now metallic, but unlike Rainbow Dash’s, quills protruded outwards, making it look like her feathers had turned into metal spikes, right below her original pair of wings was a second pair, same as the first in length shape and size, for a total of four wings. Her hind legs up to about halfway to her flanks was covered in the same armor as her forelegs, but at the sides of her hooves were three feathered wings, symbolizing her swiftness. Her chest plate had the insignia of the Red Lanterns, glowing menacingly. Her mane became longer, like purple fire, with a headband wrapped around it, with metal wings sticking out from it.

Scootaloo looked upon the Black Lantern, her eyes burning with pure rage as she stared down the undead creature. The Black Lantern was hesitant, knowing how tough the cyan Pegasus was with such a ring, but then again, this was a filly, a child, and the other had had the ring for a while now and knew its powers. She just got it and knew next to nothing of how to wield a ring properly. Bolstered by this thought, the Black Lantern charged for the filly, preparing to rip her heart out.

The undead stallion thrust its hoof forward, but found it making contact with the ground, creating a small crater where Scootaloo once was. There was sort of humming sound, coupled with a chingling. The Black Lantern looked around but couldn’t find the source of the sound.

“UP HERE DIPSHIT!!!”

Scootaloo was flying above the Black Lantern, the four wings upon her back were vibrating at a high rate of speed, glowing with sparkling scarlet light as particles of that same light appeared in her wake. Scootaloo continued her nosedive, but flipped around, her tail had become the same as her mane, fiery and blazing, she then tail whipped the Black Lantern, bringing it down for a vertical slash. The undead stallion moved to the right, but not fast enough as the flaming purple tail sliced right through its left arm. Scootaloo landed back on the ground flawlessly, she then glared at the Black Lantern stallion, clutching its dismembered stub as it returned her glare.

In the blink of an eye she disappeared yet again and appeared right before the Black Lantern’s eyes. She then punched the undead stallion, burying her left hoof right in the creatures’ face and sending it flying. The zombie pony smashed through several trees as it continued to sail on. Scootaloo zipped through the trees, following the Black Lantern, she then got in its flight path and cocked back her right foreleg. The ring shined with the red light of Rage, setting her hoof on fire. When the Black Lantern appeared, Scootaloo slammed her right hoof into the zombie’s chest, bringing it back down to the ground and creating an explosion of crimson light.

The zombie laid motionless in the smoldering crater and attempted to get back up as its body began the regeneration process, but Scootaloo had other plans. She dive bombed and landed right on top of the undead stallion’s chest, crushing its ribcage and making it spit up black ooze. Scootaloo then stood on her hind legs and began to mercilessly pummel the zombie’s face with her hooves, each impact sending a powerful shockwave through the ground. But she didn’t stop there, whether by instinct or knowhow, Scootaloo created crimson claw constructs over her hooves, the claws flexed before she started tearing the zombie apart.

Entrails, black ooze, limps, and bits of the uniform went flying everywhere within the crater, some of it coating Scootaloo’s armor and face.

‘I will not die!!! I will never let you kill me!!! I will get Diamond Tiara and Silver Spoon back for leaving me to die!!! And when I do - THEY! WILL! BURN!!!!’

Scootaloo flew up once again, but stopped once she was at least twenty feet in the air. She then drew back her head and bellowed out a torrent of the acidic napalm blood onto the remains of the torn up Black Lantern. The liquid rage ignited, exploding within the crater and filled it up, turning it into a bubbling cauldron of death. The Red Lantern filly hovered back down to the ground landing a few feet from the crater’s edge. She panted and huffed, the remnants of the black ooze on her armor and face were burned away by the heat of her rage, she felt tired but was otherwise alright. She then turned around and began walking in the direction she believed Diamond Tiara and Silver Spoon went. Her movements were sluggish as she trudged along, suddenly not having the strength to fly again.

'I’ll find them…! I’ll make them pay…! They will…They…'

The Pegasus filly then dropped to the ground, feeling extremely tired and drained despite her massive power boost.

'I need…a nap…'

She then closed her eyes and fell asleep, exhausted from her ordeal.

Several miles from Whitetail Wood, a lone Griffon soared through the sky's. She was covered in several scratches and bruises and her left talon was bleeding.

Gilda hissed in pain as she flew, while Rainbow Dash had provided the distraction needed for her to get out of Ponyville, some of those zombies still spotted and attacked her. While she had managed to escape, they still managed to get in several hits.

But still she pressed on and continued her journey, she had to get to the city, she had to warn them...for Rainbow Dash...

She passed over the mountain, she could see the tops of several cloud buildings in this distance. A small grin spread across her face, she had made it! She could still warn Cloudsdale! Rainbow Dash's sacrifice wouldn't be in vain-

Gilda stopped as her beak dropped open in shock and horror. "No...it can't be..." She chokes as she stared at the horrific sight before her...

Cloudsdale was already under attack.