Spike groaned as he slowly woke up, his body still aching. "W-What happened...?" He moaned as he slowly and got up started looking around, he was apparently in some sort of cave.

"Are you ok?" A voice called out, Spike turned to see that he had been resting on Fluttershy's wing.

"Y-yeah I’m fine...th-thank you..." Spike stuttered as he tried to walk, only for his body give out on him as he began to collapse. However before he hit the ground, he was enveloped by a blue magic aura.

"Now, now, little one..." Another familiar voice echoed through the cave, Spike and Fluttershy turned to the entrance to see Rarity approaching them. "You and Fluttershy both took quite a nasty fall." She explained as she walked inside, carrying a small assortment of gems and berries.

"W-where are w-w-we? What h-h-h-happened to Twilight and the others?" Fluttershy stuttered out, still feeling sore in certain parts of her body.

"Hopefully they've already made it to Canterlot safe and sound." Rarity stated as she placed the gems in front of the young Dragon.

"Really? That's great!" Spike exclaimed with joy. "That means they're probably sending out search parties for us as we speak!"

While Fluttershy let out a sigh of relief upon hearing this, Rarity bit her lip. 'I'm not too sure about that...' She thought to herself as Fluttershy began to munch on a few berries. 'The last they saw if us we were all falling to our untimely demise, if I had witnessed such a thing I'd be sure that...' The fashionista almost immediately shook her head. 'No, I can't start thinking like that! I wouldn't have given up on my little sister and I'm sure she won't give up on me!' She mentally reassured herself.

"Um, Rarity?" The fashionista was brought out of train of thought and turned her attention to Fluttershy, who had just finished half of her small meal, while Spike happily munched on some gems.

"Yes Fluttershy what's wrong? Are the berries sour?" Rarity asked.

"N-no... it's j-just... where are we?" The timid Pegasus stuttered. "All I r-r-remember is a b-big explosion and..."

Rarity sighed. "I was hoping to avoid this but... we're back in Rambling Rock Ridge, an area very close to Ponyville."

Spike briefly choked on his gem. "Wait a sec, you mean to tell me that we're back where we started?! Back where the hordes of zombies are waiting to KILL US?!" Spike shouted, now in the verge of completely freaking out.

"Spike, please calm down!" Fluttershy tried to reassure the baby Dragon.

"Calm down? You seriously want me to CALM DOWN?!" The baby Dragon screamed, causing the timid Pegasus to wince at his tone. "We're literally right next-door to the those zombie-ponies AND YOU SERIOUSLY WANT ME TO CALM DOWN?!"

"SPIKE!" Rarity snapped, getting the drake's attention. "First of all, stop screaming like that! You'll not only attract unwanted attention, but you're also scaring Fluttershy!" She scolded, pointing to the now shivering Pegasus who looked like she was on the verge of tears. "And second of all, I'm very sure that the zombies are too busy attacking the town to even think of coming all the way out here, so we should be safe for the time being."

"Um... guys..." Fluttershy mumbled, getting their attention. "Not to be a bother but...I think we're being watched..."

Spike & Rarity's eyes widened as they looked towards the cave entrance. It was brief, but they saw movement within the bushes outside.

"We need to leave, now." The fashionista whispered sternly as she lifted Spike onto her back.

The trio quickly dashed out of the cave, Fluttershy occasionally glancing in the direction she saw the shadows...

Ponies of all shapes and sizes were running, panicking through the streets of Canterlot as the dragon drew closer to the city. Inside the Sparkle mansion, Applejack and Twilight Sparkle awoke to the sounds of several screams outside.

"What in the hay is going on?!" The farm pony asked as she groggily got out of bed, only to be answered by a loud roar.

"We're under attack!" Twilight screamed as she scrambled out of her sleeping bag, grabbed her ring and ran out the door with Applejack in hot pursuit.

"What was that noise?! What’s happening?!" They heard Sweetie Belle scream as they ran downstairs. Twilight's father was already at the door talking to the Royal Guard with her mother Velvet and Sweetie Belle behind her.

Night Light turned to face his daughter and her friends. "Sweetie, we need to leave now."

"Why? What's happenin’?!" Applebloom called out. Applejack turned to see her little sister trotting downstairs with her cousin. Right behind them was Big Mac, carrying the still depressed Pinkie Pie downstairs with him.

"A Dragon has been spotted approaching the city!" Night Light explained. "Evacuations are already underway, we need to leave right this instant!"

That was all the explanation Velvet needed as she rushed into the basement with Twilight following right behind her. Sounds of things being knocked over echoed from the stairway for a few short seconds before they both rushed back upstairs carrying two large trunks. "Quick! Pack only the necessities!" Twilight screamed as she grabbed a few pictures of the family off the shelves (specifically the ones with her brother Spike in them) while Velvet and Night grabbed as much food from the kitchen as they could, Big Mac & Applejack grabbed several sleeping bags and blankets while the fillies waited by the door, with Sweetie Belle noticeably carrying a small book...

"Alright everypony, let's move!" Velvet shouted as she carried the trunks to the door with her daughter. The group quickly rushed (or in Pinkie's case, carried by Big Mac) out the door with the Royal Guard leading the way.

Twilight and Applejack however, shot each other a knowing look...

Twilight's family rushed through the crowded streets with Sweetie, Pinkie, and the Apple's. The streets were flooded with ponies scrambling to get out of the city as quickly as possible. As it was the streets were nothing more than a swirling flood of color and terror. Twilight soon ran out, followed by Applejack.

“Land sakes, these folks are gonna get themselves killed if they don’t stop trying to run each other over.” Applejack said as she noticed several ponies trampling over each other just to escape.

"Can ya really blame 'em?" Babs said, as she ran alongside her cousin. "There's a buckin' DRAGON about to attack the place!"

“That still doesn’t mean that they should kill each other and make more of those things.” Twilight said as she ran beside Applejack. “It’s bad enough they kill on sight but if ponies start dying out of sheer stupidity that’s just adding to their numbers.”

'Not that they'd care if they knew...' Velvet thought sadly as she saw one of the unicorns use his magic to yank an Earth pony out of the way and callously toss her aside. It was times like this she hated how self-centered the supposed "upper-class" ponies were.

Suddenly, a gigantic shadow loomed over the crowd...everypony went silent.

The dragon was as big as it was fearsome. It towered over the city, even though it was surrounded by the shield, it's presence filled them with enough dread to strike fear into the hearts of every stallion, mare, and foal in that city.

With one mighty roar it expelled a giant fireball at the protected city. Almost immediately, all the ponies started panicking even worse than before.

'Twilight...'

"I know Princess..." Twilight whispered before turning to Applejack, who nodded in response. The group was just outside the train station where many Royal Guards were stationed. Ponies of all ages and races were crowded around the entrance, pushing amongst each other to get through.

"Alright, everypony hold on!" Twilight shouted over the roaring crowd as her horn began to glow. There was a bright flash of light surrounding her and the others, and immediately the group found themselves being pushed onto the train...minus Twilight and Applejack.

"What th-where's Twilight?!" Velvet called out, looking around the crowd of ponies for any sign of her daughter.

Big Mac and Applebloom shared a look, but before either of them could speak...

"They stayed behind to fight the dragon and are probably going to die." Pinkie stated bluntly.

There was an awkward silence between the two parents before Velvet did the one thing a mother could do in this situation: she fainted.

"Nice going Pinkie." Sweetie Belle grumbled.

"Ya think they’ll be safe Twilight?” Applejack asked her friend as they watched the train depart from the station.

“The farther away from us they are. The safer they’ll be.” Twilight responded, although she hated leaving her parents worrying about her.

'Better them be safe and worried than killed in the crossfire.' She told herself as they watched the train leaving, the two waited till the locomotive was out of sight, sending silent flick prayers for their safety. After seeing their respective families both safely out of the city they both snuck off, darting out of the station and into a nearby alleyway where they proceeded to put their rings back on before taking flight.

While Applejack felt the familiar surge of energy rushing through her body, Twilight's eyes widened as she felt something different...strength, it was as though her body was being empowered with more energy than what the ring usually gave her...

Then it hit her, it was her ring! It was feeding off of every single pony's fear! She could sense it, every stallion, mare and foal in Canterlot, they were all afraid-no, terrified(and honestly, who could blame them?)! Their fear was wafting off them all as if it were some dank stench, the entire city was flooded with it! And it was strengthening her, fueling her!

"Twi, ya feelin' alright?" The farm pony called out, snapping the Unicorn out of her thoughts. "Ya seemed a little out of it for a sec there."

"Y-Yeah, I just... not used to flying..." She stuttered as she tried to focus on getting to the edge of the shield... and the Dragon that waited just outside it...

...and keeping her attention on something other than Applejack's flank.

Back in Canterlot Castle, Cadence glared at the approaching dragon from her castle, the shield was doing a good job protecting the city from the dragon looming over the city. But she didn't let that fool her into thinking they were safe, even inside the shield she could feel the power the Dragon held, and it was unlike anything she'd ever felt before.

'How can that Dragon hold so much dark magic?' She thought to herself as the dragon let out another menacing roar.

But then, much to her surprise, two lights shot out from within the city. One Yellow and one Green. A small feeling of dread passed through her body, what were those things? Were they spy's for those creatures?

"Princess Cadance!"

The Alicorn of Love was brought out of her thoughts by Shining Armor as he entered her room with two Earth Pony Guards by his side. "How is the evacuation going?"

The Captain stood at attention. "We've already evacuated half the city. We've also received word from Manehatten that they've stationed enough Unicorn guards to cast the barrier spell and have several Pegasi on their way to assist us!"

"Good, now then..." She began as she turned her attention back to the Dragon. The Yellow and Green lights had made it outside the shield and we're currently striking said Dragon from all directions. The princess arched a brow. 'So they aren't working for those creatures, that's a relief... but who are they?'

"Princess..." Shining Armor called out, bringing her out of her thoughts. "We should get you to a safe location-"

"No. I refuse to simply stand idly by while my subjects put their lives on the line." The Alicorn of Love stated bluntly as she spread her wings. "The Princess of Equestria
is a Guardian to her subjects. Nothing is beneath her."

And with those words she soared into the night sky, fully intent on protecting the city and all who resided within it's walls as Celestia would.

Shining Armor could only watch as his marefriend flew off, silently praying that she would come back to him safely. With a heavy heart he turned to the accompanying guards. "Com'on, we've got work to do."

As Cadence soared towards the incoming threat however, she caught sight of a small Orange light streaking through the sky....

Back in Rambling Rock Ridge, Rarity and Fluttershy ran as quickly as possible as three figures pursued them.

"Must go faster, must go faster!" Spike shouted from atop Rarity's as he glanced behind them, the figures were getting closer!

Suddenly, the earth beneath him begin to rumble and three large, hulking creatures resembling humanoid dogs wearing armor burst out of the ground. Fluttershy screamed and bolted back the way they came, only to find that path blocked by three more of the creatures, although they were seemingly scrawnier than the others. The middle one wore a collar decorated with gems and a red vest, the one on the right was as muscular as the armored ones but wore a grey vest, and the shortest one (Who was about a head taller than Spike) wore similar clothing.

"Uh... uh... Good day, gentle... uh, fellows..." Rarity nervously as she looked around, trying to find an easy escape route as the creatures slowly circled the trio. "Uh...I'm Rarity and these are my friends, Spike and Fluttershy." She said with an uneasy smile as Spike jumped off her and growled while the shy Pegasus let out a small "Meeep!" and hid behind her. "And you all are...?"

"We Diamond Dogs!" The short one exclaimed.

"S-so you are!" The fashionista stuttered. "W-well I can see that this is your territory, so we'll just be on our way-"

"NO!" The hulking one snarled, cutting her off. "Not when you have gem-finder magic!"

"Gem-finder...? You mean my spell for locating gems?" Rarity asked.

"Yes!" The medium-sized one confirmed. "We always hunt for gems. But you come and we watch, you find more gems than us! You are better hunter. So you hunt for us! You find us the baubles, beads, trinkets, and treasure!"

'These ruffians have been stalking me?!' Rarity thought as she felt a cold shiver go through her body. "W-well, while I'm...flattered that you admire the way I find gems," She said through gritted teeth. "I'm afraid I must decline assisting you in finding more..."

"NO!" The hulking one snapped. "You all find us gems, or we make you find them!!" He growled before charging at the closest of the trio: Fluttershy.

But the fashionista wasn't having any of that. “Keep your paws off of her, you damn dirty mutts!” Rarity screamed as she swiftly slid below him and kicked him in the crown jewels, Fluttershy quickly ran away as the hulking Diamond Dog doubled over groaning in pain. Wasting no time, Spike spewed a fireball at the short one that tried to attack them from the left. The lead Diamond Dog quickly lunged at him, only to be bashed in the face by a rock thrown by Rarity.

"EVERYPONY RUN!!" The unicorn screamed as she grabbed spike with her magic and ran, Fluttershy quickly followed suit and darted after her.

Sadly they didn't get far as the three armored Diamond Dogs burrowed underground after them. They quickly dug a circle around the fleeing trio that caused the ground to cave in beneath them.

Fluttershy, Rarity, and Spike could only scream as they fell down the hole and deep into the Diamond Dog mines...

Near the edge of the forest, Three Leaf growled as she flew out of the trees. "After I take care of that little bastard Dragon, that stallion is next!" She snarled to herself. The ex-Royal Guard had turned out to be tougher than she anticipated, his black chains easily kept her at bay while countering her constructs at the same time. She had tried getting in close to take him by surprise, only to end up on the receiving end of his hidden blade, costing her a head. And to add insult to injury he proceeded to cut off her ring-hoof and fling it across the forest! By the time she had put herself back together, the stallion was long gone.

However, as she flew over the Rocky Ridge she sensed something... avarice. It's essence wafted off the landscape around her, so much that she could practically swim in it! Which meant whatever lived here was extremely greedy. Then again, with all the gems that were sticking out of the ground, she couldn't blame it.

It was then she sensed another emotion; fear, it was faint compared to the greed that covered the area, but she could make it out. With an eager smile she bolted towards the source...

Unknown to her, she wasn't the only one sensing the greed in the area, a small orange star shot across the sky before stopping for a moment. It floated in the sky for a solid minute before soaring down towards the ridge.

'Avarice detected.'

Back in Cloudsdale, the battle continued. The city had been pretty much completely evacuated, save for the two Wonderbolts fighting their former comrades and the trio of Black Lantern Elites facing off against the Red Lanterns who had recently gained a new member.

"DIE, YOU MISERABLE PIECE OF FILTH!!" Gilda screamed as she tore through another Black Lantern. The undead creature barely stood a chance as she picked up it’s corpse and tore it in half. She then breathed pure napalm fire on the creature’s body. As soon as it was destroyed the gryphoness started shooting around without any real indication where the blasts were gonna hit.

Ruby desperately avoided the blasts but due to the fact that the griffon was shooting at random it was getting increasingly hard to maneuver but as soon as she dodged one the gryphoness actually decided to ditch target practice and go straight to hoofball tactics and tackled her. She then grabbed Ruby’s own decaying head with her claws and proceeded to head butt her... repeatedly... several times as a matter of fact before slamming her into the ground.

“THAT WAS FOR TRYING TO MAKE ME AN UNDEAD FREAK YOU BITCH!” Gilda roared as hovered above the crater she made. Ruby then pulled herself together and looked up in surprise.

"Huh, so THAT happened." She said before flying up to fight Gilda again.

Rainbow Dash smirked as her long-time friend fought, she'd taken to the ring of rage like a fish to water. She looked up just in time to see another Black Lantern heading towards her, she shot a blast of red lightning through it's chest before slicing off it's head.

“Come on now, show me what you got!” Rainbow roared as she put one in a headlock and slammed him into a building. Through out the battle she was just letting the pure anger she felt sweep over her. That sweet adrenaline coursing through her veins was like a drug that she couldn’t get enough of as the battle raged on. “IF THIS IS YOUR BEST THEN I AM THOROUGHLY DISAPPOINTED YOU LITTLE SHIT STAINS!” She yelled at the top of her lungs before diving downwards to deliver another smackdown to her opponent.

From up above Scootaloo smirked as she decided to jazz up her fighting style a bit, after blasting away another zombie she focused on her ring and began creating a another construct, at first thinking of her old scooter, but her thoughts slowly made it bigger and stronger, just as she was, soon the construct was complete, and it was none other than a motorcycle.

"Behold! The Behemoth!" The young Pegasus announced as she boarded her newly-created construct. The moment the engines whirred to life flames shot out of the exhaust pipes as the wheels themselves caught fire. The armor glowed intensely as six bladed chains started to appear out of her back where her wings would be, four of them crawling around each of her hooves like snakes and the others waving around as if they had minds of their own.

"I AM RED LANTERN SCOOTALOO! FEEL MY WRATH!!" Her voice bellowed throughout the sky as she revved up her motorcycle and bolted straight for Grey Hoof and the rest of the zombies as they tried to blast her out of the sky. Each blast was simply deflected by the chains or simply missing entirely. The moment she made impact she mowed down as many zombies as possible before shooting one of the chains from her right hoof and impaling one from afar, the tip of the chain immediately turned into a spiked Mace, causing the zombie to explode from the inside out.

As the young Pegasus continued to slaughter her enemies she looked down to see several Pegasi fleeing into the airship. Scootaloo could've sworn she saw a stallion with the same rainbow-mane as her boss, she quickly brushed it off and turned around to blast away Grey Hoof just as he attempted to strike her from behind. She smirked at her hoof work before flying towards her boss, who was now engaged in a beam-o-war with, Mitta.

The young Pegasus quickly fired her own beam of energy to assist her rainbow-maned boss. Gilda, noticing the situation her old friend was in, immediately swatted Ruby out of the way with her wing before firing her own beam of energy at Mitta's back, causing her to scream in pain and lose focus. Both Rainbow Dash and Scootaloo's blasts immediately overpowered her own and sent her flying into another cloud house.

"I suggest you bastards give up now!" Rainbow Dash smirked as Scootaloo & Gilda landed behind her, their bodies glowing with red energy. "This is my home! And I won't let you bastards destroy it for your own sick pleasure!"

Mitta snarled as she pulled herself out of the rubble with Ruby and Grey Hoof landing beside her. "If you think I'm going to be defeated by some upstart Pegasus and her lackeys you are sadly mistaken!" She screamed in rage before charging forth with her companions at her side.

With the silent nod to each other, the Red Lantern trio charged forth with their rings glowing intensely, fully intent on winning this battle...

Many ponies stopped what they were doing upon seeing the two green and yellow streaks shoot through the night sky, some assumed that the Royal Guard had some new weapon to drive off the beast and immediately started to cheer.

The two ring-wielders flew high into the skies above Canterlot until they came close enough to the shield. Twilight immediately teleported them both to the shield's exterior, putting them face-to-face with the dragon. Upon closer inspection they could see that the dragon was missing several chunks of flesh around it's stomach, tail, and wings, almost as if it had just gone through a battle prior to arriving. However the emblem on its tail immediately showed them who it had been up against.

"The black lanterns recruited a DRAGON?!" Twilight screamed in shock.

The dragon quickly spewed a torrent of black flames at them, the two quickly dodged and darted around it's sides, Twilight on the left and Applejack on the right. They both proceeded to fire their respective beams at their foe, but all of a sudden, a black barrier surrounded the Dragon, blocking them both. Then with a snort and a flick of its wings, the Dragon's shield emitted a powerful shock wave that knocked the two back before continuing towards it's target: Canterlot.

"What in Equestria?! How-?" Applejack questioned.

"Looks like that thing's not as mindless as we thought if it can use the ring properly." Twilight summarized. "No matter, we can't let it reach the city! They've got enough problems as it is!" She stated as she created a hydra construct that immediately lunged towards the Dragon, the five serpent heads ensnaring the demonic creature and holding it back.

The Dragon gave a thunderous roar as it struggled to get the free before letting loose another shockwave that completely shattered the hydra construct to pieces. It snarled in rage before diving towards Twilight who quickly put up a shield...

"HEY UGLY!"

...only to get slugged in the face by a spiked wrecking ball conjured up by Applejack.

The Dragon snorted in rage before the ring around its tail began to glow ominously. Before Applejack could swing the wrecking ball again, it spewed another torrent of black flames at her.

"LOOK OUT!" Twilight screamed as she quickly darted in front of the apple farmer in an attempt to block the attack with a shield of her own.

Sadly, the Dragon thought ahead and immediately charged fourth. Soaring right through it's own flames and setting itself on fire, it immediately slammed itself into the two ponies, breaking through Twilight's shield and sending the two ponies spiraling down towards the mountains below...

Back in the caves of Rambling Rock Range, Spike slowly came to. "Ugh... what happened?" He moaned before realizing that he was stuck in a cage, hanging from the ceiling. "Okay, I'm getting really tired of getting knocked out..."

"Now hurry up and work, little pony!" Spike heard someone yell, looking outside his cage he saw that they were in some sort of mine. From his cage Spike could see Rarity and Fluttershy surrounded by Diamond Dogs, the lead one apparently trying to force them to wear a large, dirty harness chained to an empty cart.

"Ew! Get that filthy thing away from me!" Rarity screamed as she backed away with Fluttershy cowering in a corner. "I already told you once, I'll show you where the gems are but I'm not digging through that... ugh, dirt! Nor will pull such a filthy contraption!"

"You have no choice, if you no dig, you pull!" The hulking one growled as he grabbed the fashionista by the tail and yanked her towards him. The lead one then clamped the harness onto her midsection. "Now bring the Pegasus!" He commanded, The armored dogs quickly approached the cowering Pegasus.

Spike snarled as he spewed his firebreath onto the bars, not stopping until they searing hot, her started biting the bars, trying to twist and bend them to the point where he could escape.

'Multiple potential hosts detected.'

The young dragons eyes widened when he heard another voice. Looking up, he saw a orange light emerge from one of the holes in the ceiling. However upon closer inspection, he realized that the light it was emitting from a very familiar ring.

'Wait a sec… That's the same ring Twilight and Applejack used!' Spike thought to himself as the ring floated down from above, catching everyone's attention.

"What is that!?" The hulking Diamond Dog stated.

"It's… shiny..." The short one exclaimed.

"It's MINE!" The leader shouted he began climbing the walls... only to be pulled back by several other Dogs.

"No, it's mine!"

"I saw it first!"

"I needs it!"

"No! The precious is mine!!"

Rarity and Fluttershy could only watch in shock as the Diamond Dogs immediately turned on each other as their eyes became glazed over, soon the argument escalated into a fight. Each and everyone of them pummeling the other just for the sake of getting the ring.

Seeing his chance, Spike quickly extended his tongue towards the ring and wrapped it around the hole before pulling it towards him. 'Great thinking Spike, and who says long tongues aren't useful?' He thought to himself, giving himself a mental pat on the back... that victory was short-lived however when the ring committed a powerful burst of energy, Orange electricity erupted from its symbol and relentlessly struck Spike, causing the young Dragon to scream in pain and let go.

'Negative, host potential minimal.' The ring stated, continuing to float in the air as the numerous Diamond Dogs below fought over to the right to take it.

Meanwhile, Rarity had used this distraction to free herself from the harness it was currently sneaking along the walls towards Fluttershy, being careful as not to draw their attention. "Fluttershy, we need to leave now! I doubt that that ring will distract those ruffians for long!" She stated that she pulled the timid Pegasus to her hooves.

"B-b-but what about Spike?" She stuttered, gesturing to the cage where the young dragon was being held.

'Scanning for a suitable host...' The ring stated as it floated above the carnage.

Inside, Spike lay on the floor as small sparks of orange electricity coursed through his body as he groaned in pain. However as he slowly faded in and out of consciousness, he felt... empty... like a part of himself was missing. Suddenly he felt a pulse of energy flow through his body. He hissed in pain, it felt like his entire body was catching fire!

Back on the ground Rarity and Fluttershy quickly made their way to higher ground, with Fluttershy flying close to the wall and Rarity using the rocks jetting out of the wall to reach the upper ledges. Down below them, the Diamond Dogs continued their all out brawl against one another for the ring.

"Hurry Fluttershy." Rarity called out as she leaped from protruding ledge to another. "The sooner we save Spike the sooner we can get out of here!"

Fluttershy nodded and quickly flew towards the cage. Rarity then turned her attention to the ring floating a few feet away from her. "And now to make sure those ruffians don't get their dirty clause on you..." She said as she began casting her magic around the ring, attempting to pull it towards her. However the ring automatically let out a burst of energy and her aura was sucked into it like a vacuum.

"What the...?" Rarity attempt to cast the spell again, with a little more force this time. But the result was the same. "It can... absorb magic?"

'Scanning...'

Not too far away, Fluttershy flew up to where the baby dragon was being held captive. "Don't worry little dragon, soon you'll be safe and-" She gasped, much to her shock the dragon she saw was no longer a baby; Spike had grown to perhaps twice his previous length, his arms and legs much longer than before and hanging over the sides of the cage, which looked like it could burst open any minute.

"O-oh my g-g-goodness! What, how, why...?" The timid Pegasus stuttered, trying to find the right words for this situation. "R-Rarity, we m-m-might have a p-p-problem!"

"What do you me-"

*SNAP*

Suddenly the rope holding up Spike's cage snapped under so much weight, the two could only watch in shock and horror as the unconscious Dragon plummeted towards the floor below where the battle continued.

"SPIKE!!"

*CRASH*

There was an eruption of dust, debris, and smoke the moment the cage hit the floor, The fighting had almost immediately ceased as everyone that wasn't dead or unconscious turned their attention to the crater in the ground.

Slowly, Spike crawled out of the crater, glaring sinisterly at the Diamond Dogs. Everyone was silent, waiting to see what action the new foe would take...

'Scanning...'

Then with a mighty roar, Spike immediately threw his head back before launching a giant fireball at them, the armored Dogs immediately burrowed underground to avoid Spikes flames, leaving their former comrades to be burned to death.

The now-hulking Dragon snarled as he looked around, trying to determine we are his enemies would resurface. However, instead ground started to rumble beneath his claws. Before he had time to react three armored Dogs burst out of the ground behind him and grabbed him by his legs and tail before dragging him underground.

"Oh no, Spike! What do we do Rarity?!" The shy Pegasus stuttered, fearing for the Dragon's safety(even if his was bigger and scarier now...).

"I don't know Fluttershy..." The Unicorn responded, staring at the Spike had just been dragged into and then back at the floating ring. "At this point the only hope we have of getting out of the situation unscratched is the ring. And it absorbs my magic whenever I try to levitate it, and it zapped Spike when he tried to touch it-"

*ROOOOOAAAAAR*

Their attention was drawn back to the various holes in the ground, The sounds of claws scratching armor and tearing flesh echoed throughout the caves along with several grunts and screams of pain. Pillars of green flames occasionally erupted from some of the holes followed by a menacing roar. The two ponies could only wait with baited breath as the unseen fight continued underground, praying silently that the transformed Dragon managed to pull through.

'Scanning...'

Their prayers were answered when the lead Diamond Dog was sent flying out of one of the holes and into the stone wall, completely beat up. Spike burst out of the ground soon after, he was covered in several cuts and bruises and held a crushed helmet from one of the armor Dogs in his left claw.

"What's mine is mine..." He growled.

The lead Dog slowly got up, groaning in pain as he tried to keep himself steady. However Spike wasn't about to let him off easy and immediately charged at him. "...and mine and mine..."

Fluttershy and Rarity huddled on the ledge as the fight continued, Spike slashed the lead Diamond Dog across the face before he could recover, as he screamed in pain the Dragon slammed his fist into his stomach, causing him to double over in pain. Spike tackled him to the ground. "...And mine and mine and mine!" He screamed as he relentlessly slammed his fists into his face, with each blow the ring glowed brighter and brighter. With one final blow the Dogs body went completely limp, Spike then lifted up the unconscious Dog by his neck and let out a victorious roar. "NOT. YOURS!" With those words he threw the defeated Dog into one of the nearby caves with a loud crash.

'Suitable host detected!' The ring said before shooting towards the vicious Dragon as he basked in his glory. Before he could react, the ring last itself onto his claw and everything went black...

As Spike opened his eyes he found himself in a orange chamber, filled with tons upon tons of riches, diamonds, pearls, rubies, sapphires, all piled up in the center of the room.

However at the top of the pile was what caught Spike's interest, a large, orange lantern that had streams of lightning sparkling within in. Spike didn't know why, but at the moment to him that lantern was the greatest treasure of them all, a treasure that no gem could ever compare to!

With no time to waist he rushed towards the hoard of gems, climbing past the various treasures. As he climbed he felt his desire becoming stronger, the light was his, only his! No one else's! Anyone who dare tried to take it would burn, they would all burn!!

After what seemed like an eternity, he finally reached the top and eagerly grabbed the lantern. The moment he did however, an orange serpent shot out of the lantern and coiled itself around his body.

Spike of Equestria, You want it all!

The snake immediately bit into his neck, and then all Spike knew was pain as the orange lightning coursed through his body...

Fluttershy and Rarity could only watch in shock and horror as Spike screamed in agony while the ring latched itself onto his claw, the aura it emitted slowly warping and mutating his body. The remaining Diamond Dogs fled for their lives as the baby Dragon grew bigger to the point where his head almost reached the ceiling. His appearance slowly became more feral and fearsome as well, his spikes and scales grew sharper, his eyes became slitted, and to top it all off two large wings erupted from his back.

As the transformation finished, the now huge Dragon looked at the ring on his claw for a few seconds before a malicious smile spread across his face.

"MINE!"

With that one word Spike let out a fearsome roar and shot a massive green fireball at the ceiling, blasting a hole in it and flying off. As tons of rock and debris fell from above, the remaining Diamond Dogs burrowed underground while Rarity grabbed Fluttershy and quickly dived into one of the caves, narrowly avoiding getting crushed by the falling boulders...

Above ground, Three Leaf smiled as she sensed two large spikes of fear underground. "Finally, now I can rip that little Dragon to shreds and make his friends watch! And then after that..."

Anything she was about to say was cut off by a massive roar as for now adult-Spike burst out of the ground before her. She had little to no time to react as the Dragon swatted her aside like a fly and took off into the air. As the grown Dragons roar echoed throughout the sky, Three Leaf groggily pulled herself out of the crater Spike had smacked her into. "OK, first: WHAT?! Second: THE FUCK?!"

A loud roar was her answer as the earth shook beneath her. When she looked up she found herself face to face with Spike's less-than-happy face.

"Well look who got an overdue growth spurt!" Three Leaf smirked before immediately flying upward, narrowly avoiding the stream of green fire that practically obliterated the ground she once occupied. "And he apparently grew a pair too! Well don't think for a second that this gives you an advantage! I'm still going to rip every scale off your body and force-feed them down your throat!!"

The only response she got from Spike was a massive roar that echoed across the landscape before he charged at her in a blood hungry rage.

Three Leaf simply summoned a massive battle ax her ring. "Alright then! BRING IT ON!!"

Applejack groaned as she pulled herself out of the crater, her head felt like it had just been used as a battering ram. "Ohhh... what in the hay hit me?" She mumbled.

She was brought out of her daze by a fearsome for that echoed throughout the mountains. "Oh right, THAT!" She grunted as she lifted herself into the air, searching for her unicorn friend. She didn't have to look far as she heard her dazed groan nearby.

"...Granny Twinkle? I don't want another bath..." Twilight called out from her own crater. "Will you tell me the story about the bunny?"

"Ahm just gonna assume that's the concussion talkin'..." The farmpony muttered to herself as she landed near the creator. "Com'on now Twi, we don't have much time before that thing reaches the city!" She called out, shaking her awake.

"Ugh... where did the moon men go...?" She mumbled before shaking her head and regaining her bearings. "Ok, I'm back. What'd I miss?"

"Yah mean besides us getting our flanks handed to us by that overgrown lizard?" The farmpony retorted, gesturing to said Dragon, who had resumed it's relentless assault on the city shield. "Now is yer done with your nap sleeping beauty, we got a dragon to slay!"

"R-R-Right, let's go!" Twilight stuttered with a small blush before they took to the skies again.

As they flew back towards the city, the dragon had already continued its assault on the shield, however suddenly there was a bright flash of light followed by the Dragon shrieking in pain. As the light died down Twilight's eyes widened upon seeing who their new ally was; her old foalsitter.

"CADANCE?!"

"TWILIGHT?!" The Alicorn exclaimed in shock. "W-Why are you here?! You should be halfway to Manehattan by now!" Her eyes then registered what she was wearing. "And why in Equestria are you-"

The lavender Unicorn tackled the Alicorn out of the way seconds before a stream of black fire incinerated her. Applejack took this opportunity to draw the Dragon's attention by blasting it in the face, the behemoth snarled in rage as it started firing blast after blast at the farmpony.

"Cadance I promise, I'll explain everything later!" Twilight stated. "But right now we have to stop that Dragon!"

"NO! Twilight if you think for a second that I'm going to let you fight that thing-OOFF!" Whatever she was about to say next was cut off by Applejack slamming into her.

“Sorry ‘bout that Princess.” Applejack said as she flew towards the Dragon before constructing a hammer and slamming it into it’s head, ripping it off. Cadence then saw Twilight conjuring up the head a serpent-like dragon construct, the construct took in a deep breath and swiftly released a yellow blast of fire from its mouth, blasting the Dragon into the mountainside. Before the two could celebrate the Dragon’s head was almost immediately reattached to itself with ease and it roared at them, clearly angered that they ripped his head off.

“Aw come on! That’s hardly fair!” Applejack screamed as the Dragon billowed black fire at them causing the three ponies to dodge the inferno before they were turned into fried ponies for supper. “This thing ain’t dyin’! Anypony got a plan for dealin’ with it?!”

“Twilight, are you even listening!?” Cadence called out.

“Maybe getting the ring off it?!” Twilight responded, seemingly ignoring her. “It might be like ours but it’s also keeping it aliv-WOAH!” Twilight screamed before dodging a blade of dark energy , she glared back at the Dragon, who was creating a shadowy aura around it’s body. Thinking hard Twilight conjured up a scythe and grabbed it before twirling it a bit. Applejack just summoned a plain ax before she charged the beast. The beast roared as it tried to swat aside the farm mare who managed to get in one or two good slashes here and there. But then the Dragon got lucky and managed to hit the farmer with a swipe of it’s tail and pinned her with a claw. It raised it’s other claw in preparation for smashing Applejack’s head in when it soon heard a sickening *SCHLAK* and looked to it’s claw to see a finger falling off… the claw that held it’s ring to be exact. Twilight-still holding her scythe-and Applejack both looked over at Cadence to see her horn glowing red from a energy beam she just fired off.

“Nopony… hurts Twilight on my watch!” Cadence huffed. Before anyone could react, the Alicorn of love flared her wings to their full extension and fired another massive magic blast down at their foe. The Dragon quickly put up a shield, blocking it just in time, but Cadence simply poured more energy into the blast, refusing to let up. Much to Twilight’s surprise, the Dragon’s shield shattered under the pressure, with nothing to protect it the Dragon was almost immediately torn apart by the Alicorn’s raw power. Twilight and Applejack simply floated there, gawking at the raw power the Alicorn had just displayed.

“Wow… just… just wow...” Those were the only words Applejack could use to describe what she’d just witnessed.

“C-Cadence...” Twilight stuttered, almost at a loss for words. “Th-that was-’

"Well, well, well, it seems my pet dragon wasn’t enough to bring down that wretched shield." A sinister yet familiar voice called out, startling the group. "I guess I’ll have to take a more…direct approach..."

"Then come on out, Nightmare Moon!" Applejack shouted into the dark clouds surrounding them. "We've defeated your pet and your next! It's time for us to blast you straight to Tartarus where you belong!"

"Such naive little ponies..." Nightmare Moon's bone-chilling voice echoed through the skies as several dark clouds started swirling together, creating a dark abyss in the center. The air around the three ponies began to get chillier, to the point where they could see their own breath. Then suddenly from within the abyss, two demonic eyes glared at them, those eyes belonging to none other than Nightmare Moon herself. "We are already in Tartarus. MY Tartarus!" She proclaimed as she flew out of the abyss in front of the trio.

"Well, well, you two must be the light-wielders that have been giving my forces so much trouble..." The demonic Alicorn stated, keeping her gaze on Twilight and Applejack before shifting her gaze over to Princess Cadence. "And what's this? Celestia's little substitute?"

Despite the bone-chilling atmosphere, Cadence gave Nightmare Moon a sharp glare. "I am Princess Mi Amore Cadenza, the Alicorn of love and current ruler of Equestria in Celestia's absence. And you, Nightmare Moon, will PAY for the crimes you have committed against my subjects!!" She finished, flaring her wings menacingly.

Twilight couldn't help but look at her old foalsitter with surprise and a bit of pride. She had never seen her this serious before.

"Twilight..." Cadence whispered, trying to fight off the chilling sensation their enemy was giving off. "I need you to take your friend and get back to Canterlot as fast as you can."

"Not a chance!" Twilight snapped, startling her old foalsitter. "I received this ring because I needed to protect those that were close to me, that includes you!"

"Y'hear that Nightmare Moon?!" Applejack called out. "You ain't takin the city as long as we have anything to say about it!!" She shouted confidently, causing the demonic Alicorn's eyes to narrow.

"You dare defy me? The rightful ruler of all Equestria?! So be it! You shall pay for your defiance with relentless pain! Prepare to feel my wrath!!" The Nightmare Queen screamed as her horn began to glow ominously. The ring-wielding ponies and the Alicorn of love immediately charged forth, their rings/horns glowing brightly.

However instead of attacking, the demonic Alicorn simply encased herself within a black shield. The trio of ponies immediately attempted to break it, Cadence started firing every beam of energy she could, Applejack re-created the spiked wrecking ball construct and have it away at it, Twilight herself tried to teleport inside and take her by surprise, but found herself blocked off for some reason, as such she created another hydra construct that immediately started biting away at the shield, but the shield held up none the less, not even showing so much as a crack.

Suddenly, five stone orbs appeared above her, each one of them had the symbol of a gemstone on front and were glowing ominously,Twilight could make out the faintly colored auras of the orbs, pink, yellow, white, blue, and orange, but those colors quickly vanished as the aura took them over. As this took place, a sixth orb appeared in the center, slowly morphing and transforming until it formed itself into what looked like a corrupted version of the power battery, only it was completely black and the inside looked like it contained a never-ending void.

Nightmare Moon's horn glowed as her magic slowly seeped into the gemstone symbol along with a black aura that emitted from the black power battery itself, causing several dark cracks to spread over the orb from the center.

'No, it cannot be!!' Celestia's voice echoed from the ring 'I can't believe she's actually doing it!! This is impossible!!'

"What's wrong Celestia?" Twilight asked nervously, for some strange reason her mentor sounded outright scared.

'Twilight, those orbs that she holds, they're the same ones that were used to imprison her a thousand years ago!'

Twilight felt her blood run cold when she heard that. "You mean those are... THE ELEMENTS OF HARMONY?!" She screamed as the realization dawned on her just what kind of power Nightmare Moon could wield if she fully corrupted them. She quickly called out to the mares who were attacking from the other side of the orb. "GIRLS! SHE'S WIELDING THE ELEMENTS OF HARMONY! IF WE DON'T STOP HER FROM CORRUPTING THEM SHE'LL USE THEIR POWER AGAINST US!!"

But as she shouted, the Nightmare Queen began to chant, the same one she used when she first appeared in Ponyville.

"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!"

The second she finished her chant each of the orbs let out a powerful burst of magic. Both Twilight and Applejack were flung back while Cadence just barely held her ground.

"Now false Princess, feel the wrath of Equestria's true ruler!!" Nightmare Moon cackled before the Elements fired a combined beam of dark energy at the unprepared Alicorn, striking her dead-center in the chest and sending her flying back towards the city. The Alicorn of love crashed into her boyfriends shield, shattering it upon impact.

As she fell to the city below, Cadence's vision quickly became black, the last thing she could she hear was her terrified subjects screams...

"CADENCE!" Twilight shouted before turning to face the Nightmare Queen in rage. "YOU MONSTER!!"

"That’s the current ruler in Celestia's absence? It would be funny if it weren't so pathetic..." The Demonic Alicorn smirked in sadistic amusement. "Oh what the hell I'll laugh anyway, AHAHAHAHAHAHAHAHAHA!!!"

Twilight didn't know what came over her, but in the blink of an eye she had fired an intense blast of magic from both her horn and her ring. “NOPONY. HURTS. MY. FOALSITTER!!” She screamed as she relentlessly blasted away at the Nightmare Moon’s shield, Applejack could only stare at Twilight with a dumbfounded look on her face, she quickly snapped out of it and charged fourth, assisting the enraged unicorn in her assault on the shield.

The Demonic Alicorn growled the Elements proceeded to glow once more before firing a rapid barrage of large dark crystals at the two. Twilight in her enraged state created five giant drills and quickly slammed them into the crystals. While they managed to hold the crystals back for a few seconds, the lavender unicorn was slowly being forced back by so much power, The point where her drill constructs started to crack.

Applejack quickly engulfed the yellow drills with her own constructs, adding several spikes to the exterior to strengthen the force. At first it seemed like he was working as small cracks began to appear on the surface of her shield. However, the Nightmare Queen's eyes began to glow intensely. With a mighty roar of anger, her shield extended outward, dispersing the two constructs and sending out a shockwave that pushed the two back a few feet.

"Insolent worms! "Now you shall deal with me, little ponies. And all the powers of TARTURUS!!" She shouted as the darkness closed in around them. The two mares could only encase themselves in their respective shields as the Nightmare Queen began to sing...

"No-w, here comes the danger falling tonight,
Be ready cuz' I'm gonna give you a fright,
Now you shall bow down before my might!
I’ll take you do-wn,
I’ll beat you down till you fight no more,
When darkness beckons I'll answer it's call,
This is your last warning, you will all fall!"

As the undead Alicorn sang a large storm cloud started to form overhead. Then with a haunting laughter she slowly disappeared into mist. As her haunting voice echoed around them Twilight desperately tried to pinpoint where the voice was coming from, but it seemed to be coming from every direction at once! It was like the very storm itself was stalking them!

"No-w, here comes the danger falling tonight,
Be ready cuz' I'm gonna give you a fright,
Now you shall bow down before my might!
I’ll take you do-wn,
I’ll beat you down till you fight no more,
When darkness beckons I'll answer it's call,
This is your last warning, you will all fall!"

As the song continued, Nightmare Moon summoned several balls of black lighting along with six constructs in the form of demonic bats half her size. With a mental command the bats flew forward while the lighting balls began to circle the two mares, both of whom immediately summoned their shields.

"You’d better be afraid, I’m the storm that comes your way,
When I strike I shake you to the core,
leavin’ you colder than before.
Here I come now to settle the score,
even stronger than before.
We crave your hearts, and your demise!"

Twilight quickly called forth four heads of her hydra construct while AJ summoned a massive Timberwolf. The hydras immediately got to work, trying bite down on the demonic bats. But they were quicker than the heads and easily dodged every time one of the heads lunged at them before slicing them apart. Meanwhile AJ's Timberwolf was having less luck, due to it's massive size the dark bat simply struck several points on it's body at rapid speed, giving it no time to focus.

"Do-n’t think that you’ll all survive this fight,
or ever stop this never-ending night,
you’re mere foals before my eyes,
Now my little ponies fill the night with your screams!"

However unknown to either of them, while they were fighting Nightmare Moon detonated the balls of black lightning around them. The two mares screamed in agonizing pain as they felt the dark Magic coursing through their bodies causing their own constructs to shatter like glass. Nightmare continued to sing, relishing in their fear and misery as her bat constructs continued to hack and slash at them with their sharp wings.

"No-w, here comes the danger falling tonight,
Be ready cuz' I'm gonna give you a fright,
Now you shall bow down before my might!
I’ll take you do-wn,
I’ll beat you down till you fight no more,
When darkness beckons I'll answer it's call,
This is your last warning, you will all fall!"

Twilight just barely managed to focus hard enough to conjure a shield, just barely holding off the lightning and bats. Applejack growled before she fired off several green energy bolts in a fit of rage(but sadly missed every target) while Twilight proceeded to cast another healing spell on her. However her yellow shield started to crack under the relentless onslaught of strikes from both the lightning and the bats.

"There’s fear at your very core,
and you’ll never win this war.
I’m the shadow that haunts the eternal night,
filling your dreams to the brim with fright,
but survival is a must,
so die or stand with us.
We crave your hearts, and your demise,
THE. DEAD. SHALL. RISE!!"

Twilight winced in pain as she started casting a healing spell on herself, but Nightmare Moon had other plans. With one mental command her demonic bats let out a loud screech, causing the two to hold their ears in pain and lose focus. As a result their shields vanished, leaving them wide open to attack.

"Do-n’t think that you’ll all survive this fight,
or ever stop this never-ending night,
you’re mere foals before my eyes,
Now my little ponies fill the night with your screams!"

The bat constructs wasted no time bum-rushing their targets, striking them from every angle possible and not giving them any time to recover. Twilight swiftly pushed Applejack out of the way a split-second before they hit, the lavender Unicorn screamed in pain as their razor-sharp wings cut through her armor, leaving several cuts all over her body.

"No-w, here comes the danger falling tonight,
Be ready cuz' I'm gonna give you a fright,
Now you shall bow down before my might!
I’ll take you do-wn,
I’ll beat you down till you fight no more,
When darkness beckons I'll answer it's call,
This is your last warning, you will all fall!"

Applejack angrily fired off more energy bolts, only for a dark shield to form around her helpless friend. She quickly try to charge a more powerful shot but it was immediately grabbed from behind by two giant claws conjured up by the undead Alicorn. She struggled to get free, but with one mental command the claw let loose a powerful surge of dark electricity. The farm pony could only scream as she has shocked to her very core.

"No-w, here comes the danger falling tonight,
Be ready cuz' I'm gonna give you a fright,
Now you shall bow down before my might!
I’ll take you do-wn,
I’ll beat you down till you fight no more,
When darkness beckons I'll answer it's call,
This is your last warning, you will all fall!"

Nightmare Moon threw the weakened Earth Pony at her comrade just as she canceled out her shield, sending Applejack crashing into Twilight. She then summoned the Elements once more and fired a combined beam of dark energy at them. The two, unprepared for the attack, were struck dead on by the deadly mixture of dark magic and the essence of death itself and were immediately sent flying straight into the cliffside right below Canterlot.

Twilight was the first to recover, groaning as she dragged herself out of the crater they'd been blasted into... only to be kicked back to the bottom, courtesy of Nightmare Moon herself.

"Well, I believe we're done here..." She smiled maliciously she stood over the two. "As amusing as it is toying around with you, I think it's about time I brought my attention back conquering Celestia's Kingdom, and made you the newest members of my army!"

Twilight heard a cry of pain from beside her, and realized that she was going Applejack first! "No!" She cried out, struggling to get back on her hooves. Nightmare Moon merely cackled as she levitated the farm pony towards her, relishing in seeing her vainly struggle as her armor lost it's glow.

"Welcome to the Black Lanter-GAH!" The Nightmare Queen was cut off as a painful shock spread through her body, forcing her to drop Applejack. At first she thought that the Earth Pony had attacked her, but upon tracing where the pulse came from she realized it had came from on of the Elements! "H-how...?" Before she could question what was happening, another shock screw through her body, this time from three of the Elements!

"RGH! What the?!" Nightmare Moon could barely comprehend what was happening. One moment the Element’s were under her control and her victory assured, then next they were completely rejecting her magic! She was so distracted by her weapons turn against her, that she failed to notice Twilight taking the time to heal both herself and Applejack.

"NO, NO! YOU WILL OBEY ME!!" The Demonic Alicorn screamed in rage as the Elements of Harmony began to glow various colors; pink, yellow, white, blue, and orange. "I AM YOUR WIELDER! I AM YOUR MASTER! YOU WILL OB-ARRGH!" Her rant was cut off as the Elements released a burst of magic, knocking her back several feet.

Applejack and Twilight-now fully healed-could only watch in shock as the Elements seemingly turned on their wielder as the Demonic Alicorn before them screamed in agony, lights of many different colors erupted from the elements as they relentlessly struck her. Seeing their chance the two mares immediately find their respective blast at Nightmare Moon while she was distracted, however she quickly formed shield around herself before another blast from the Elements could hit her, however it was clear that the shield itself was starting to deteriorate.

'Twilight!'

"Princess?! What's happening?!"

'The Elements are rejecting her dark magic! I can feel them fighting her influence, but they won't last long! Grab them, quickly!'

Twilight nodded and quickly reached out to the white and oranges ones with her magic as quickly as possible, seconds after she did, Nightmare Moon let out a cry of rage and immediately let loose another burst of dark magic, encasing the remaining Elements in dark shields of their own, even in their confinement it was clear that the Elements were fighting to get free as they rattle about their prisons. "Don't you foals dare think for a second that this is over!" She snapped, giving Twilight and Applejack the mother of all death glares. "I will return. And when I do, Canterlot, as well as all of Equestria, will be MINE!!!" And with that final proclamation, she vanished into thin air, taking the remaining Elements with her...

"W-What just happened?" Applejack asked, staring at the spot Nightmare Moon had just been in, half expecting her to pop out of nowhere and attack them again.

"Apparently the Elements are somewhat sentient." Twilight explained, despite looking just as confused as her friend. "They were somehow able to reject Nightmare Moon's influence...but why, and how?"

"Ah don't know sugarcube." Applejack said, "But we have to get back to the city and stop those things from harming anypony else!"

"Right..." Twilight nodded in agreement. "But first things first..." She added, staring at her own ring. Applejack quickly got what she was hinting at and immediately summoned her power battery, with Twilight following suit.

"In Brightest Day, in Blackest Night,"
"I will not flee from evil’s sight!"
"When evil rises and wields it's might,"
"Beware my power - Green Lantern’s light!"

'In Blackest Day, In Brightest Night,'
'Beware your fears made by my light,'
'To those who dare challenge my might,'
'Burn like my power... Fear's vengeful Light!'

The two breathed a sigh of relief as they felt their energy returning. With no time to spare, the two ring-wielders flew back towards the city...

“DIE YOU MISERABLE PIECE OF UNDEAD SHIT!” Gilda roared as she raked her claws across Grey Hoof’s face, leaving three red, glowing gashes. Grey Hoof howled in pain as he clutched his scared face.

"How?! How did you-" Whatever he was about to say was cut off as Gilda slammed her ringed fist into his ribcage.

"FUCK YOU, THAT'S HOW!!" She screamed before firing a blast from her ring, tearing apart most of his body from the inside and sending several parts of him flying across the city.

Ruby quickly bolted through the clouds pursued by an angry Scootaloo riding her Behemoth through the skies, constantly hurling flaming chains at her fleeing opponent and blasting apart any Black Lantern that got in her way. "Can somepony tell me at what point we lost control here?!" Ruby screamed as she narrowly dodged a chain aimed at her head, only for the enraged mare to nail her right in the spine.

"GET OVER HERE!" Scootaloo shouted with a malicious smirk as she yanked Ruby towards her and hurled her into the air. Ruby quickly launched another construct in the shape of a dragons head down at her, the construct opened it's gaping maw as it hurled down towards her, only for her bladed wings to extend and slice it to bits. Wasting no time, she swung the Black Lantern into a nearby building and then, not giving her target time to recover, rode her Behemoth down the building! Spikes erupted from the front tire as the chain vanished and she mowed down Ruby. “FEEL THE BURN BABY!” She screamed as she popped a wheelie the moment she hit the ground, blasting her to pieces.

"Hell hath no fury like a flaming mare on a motorcycle!" The young Pegasus proclaimed proudly. Rainbow Dash could only smirk as she clashed with Mitta in the air.

“Like I said you undead freaks! You should leave here NOW! Cloudsdale is under Red Lantern protection now and if you or any other lanterns get near it you’ll feel our wrath!” Rainbow roared as she aimed and shot a well placed energy blast right at Mitta’s face, blasting a good chunk of it off.

"ARGH!!" Mitta screamed as she clutched the remains of the right side of her face, this wasn't how it was supposed to go! As she looked around she could see many of her troops being blasted and torn apart by the two Red Lanterns. And given how their remains were being constantly scattered throughout the city, would take them much longer to reform and regroup.

“This is far from over you bitches! Our queen will gather more troops and when she does-” What exactly their queen would do next nopony would find out as Rainbow used her bladed gauntlet and sliced Mitta’s head off and drop kicked it out of the city.

“AND THE KICK IS GOOD!” Rainbow shouted as she chuckled a little to herself.

“YOU THINK YOU CAN HURT ME?! THAT YOU’RE BETTER THAN ME?! GILDA STRONGWING?!" She heard her old friend scream, following the sound she saw Gilda battling several remaining Black Lanterns who were either trying to strike her in the heart or rip her apart with their own constructs, while the Griffoness would kick/blast them away whenever they got too close, she quickly getting swarmed. "WELL YOU’RE NOT! I OWN YOU! I OWN YOUR CITY! I OWN THIS CITY!" Gilda shouted before bolting higher into the air as a orb of red energy formed in her claws, growing bigger as she charged it. "IN FACT...”

Not too far from the battle, Spitfire and Soarin continued their battle against their undead opponent's. Surprise & Fleetfoot proved to be stronger than they anticipated as they easily deflected any attack they threw at them. Right now the two undead Wonderbolts had them on the run, constantly ducking and dodging around the collapsed remains of the cloud city. Sadly for them didn't deteriorate Surprise or Fleetfoot, as they simply blasted apart any and all obstacles in their way.

"Any ideas, Spitfire?" Soarin asked as he avoided another blast for Fleetfoot.

Spitfire grunted as she flew through the remains of a book store. "Keep flying and don't slow down!"

"Great, any ideas that'll get us out of this alive?!" Soarin cried out as he narrowly avoided a construct in the shape of a birds talon.

Spitfire was about to retort, but a bright red light immediately got her attention. Looking above she saw a giant red orb hovering above the city, and from what you could tell all of the zombie ponies were fleeing from it.

'Well then, if they're fleeing from it, that means it must be able to hurt them somehow...' The Wonderbolt Captain thought to herself, with a new plan in mind she made a hard right and flew straight towards the orb with Soarin in tow.

"Spitfire, with all due respect, WHAT THE HAY ARE YOU DOING?!" Soarin screamed as they got closer and closer. Only thing preventing him from stopping being their undead comrades.

"I'll tell you if we survive!" I shouted as they continued towards the giant orb of death. Surprise & Fleetfoot, realizing what their intent was, immediately turned around and attempted to get out of the blast radius before it was too late. At that moment however, Spitfire quickly grabbed Soarin and dived into the clouds.

“...FUCK THIS CITY!” And with that she tossed the massive orb down, several of the Black Lanterns tried to escape the blast, only to be obliterated by it or ripped apart by Scootaloo before they got very far. Rainbow Dash could only watch as it landed on a cloud resulting in a massive explosion that destroyed several blocks and left a trail of flaming debris.

“GILDA CALM DOWN!” Rainbow shouted as Gilda readied another red orb.

“WHY SHOULD I CALM DOWN?! THESE BASTARDS STARTED POPPING UP EVERYWHERE AND NEARLY KILLED YOU! CALMING DOWN IS THE LEAST OF MY WORRIES!” Gilda shouted as her orb slowly got bigger.

“You keep blasting holes into Cloudsdale we won’t have a city LEFT to defend chicken brain!” Rainbow growled.

Gilda leveled a murderous glare at Rainbow for few seconds, but then snorted as the orb shrunk down until it disappeared and growled but conceded to Dash… for now at least. Before their conversations could go any further however, their armor slowly started to vanish. "What the...?

‘Warning: Ring power at 20%.’

“So what do we do now huh?" Scootaloo asked as she rode up right beside the two. "It's not like we can fix this place, and we need a place to stay and rest when we’re not kicking ass.”

Gilda blinked upon seeing the young Pegasus, she'd been too busy ripping apart zombies to pay her any mind, but now it was dawning on her just how young she was. "Seriously Dash?! A foal!?" The Griffoness snarled, shifting her attention to her old friend. "You somehow got a ring with enough power to blow up an entire mountain and you give that power to a FOAL?!"

Scootaloo shot a glare at Gilda (which the Gryphoness found humorous considering how small she was). "HEY! I'll have you know I took down more of those freaks than you!"

Gilda rolled her eyes. "Dream on, shorty! I'm the one who obliterated most if not all of their forces with one blast!" She gloated while puffing out her chest with pride.

"Oh yeah, and you only took apart HALF OF THE CITY IN DOING SO!!" Young Pegasus snapped, gesturing to the ruins of the city. "Seriously, I think you did more damage than the zombies did little Miss trigger-happy!"

Gilda had had enough lip from the filly and was about to grab her...

"BOTH OF YOU, ENOUGH!!" Rainbow shouted at them just as Gilda had her right claw around Scootaloo’s neck. “Gilda let the kid go. She’s proven herself and plus we DO need the extra help… much as I don’t want to admit it.” Rainbow growled. Gilda just snorted as she let Scootaloo go.

“Consider yourself lucky you little runt.” Gilda growled as she walked up beside Rainbow.

“I’m not a runt.” Scootaloo muttered under her breath as she also walked up to Rainbow’s side.

“So where do we go now Dash? Not like we have all of Cloudsdale to use.” Gilda deadpanned.

Rainbow Dash looked around, most of Cloudsdale had been leveled, the whole place looked as though somepony decided to set off several bombs at once, the stadium was in ruins, and most if not all of the buildings had been destroyed. Rainbow Dash continued to look before her eyes settled on one place… and then she began to smile.

“I think I know just the place.”

Canterlot was in a state of mass panic. The moment the shield shattered several dark portals opened around the city Black Lanterns poured out of them and into the city, attacking everyone in anything in sight, blasting apart houses and striking down civilians before forcibly transforming them into Black Lanterns themselves.

The moment Twilight and Applejack arrived they decided to split up. Twilight made her way towards the castle while Applejack flew deeper into the city to make sure the remaining civilians got out of the city safely.

Twilight quickly dodged to the left to avoid another blast from her current pursuer; an undead Royal Guard. She quickly summoned to construct in the form of a large Raven that gave a loud screech before charging at it's the new prey, however the Black Lantern immediately fired a much bigger and powerful blast right before it was shredded to pieces by it's talons.

Twilight quickly dodged out of the blasts path, only for her eyes to widen when she realized that the ring wasn't aimed at her, but rather the Canterlot cemetery! With speed she didn't even know she possessed, Twilight immediately bolted towards the ring and smacked it away, seconds before it could impact.

"Whew! That was close!" The lavender Unicorn said before something caught her eye, she placed a giant shield over the cemetery before another black ring could hit it.

She was about to charge back into the city however she noticed that one of the towers in the castle had been hit. "Oh no!" Wasting no time she quickly charged towards the castle, silently praying that it hadn't hit anypony.

The moment she entered the tower however, she realized that this had been one she'd never entered before, there was nothing inside except for... a mirror?

"Where did the ring go...?" Twilight pondered as she searched around the room. There were no other ways into the room aside from the hole the ring made and the door was locked. She briefly looked at the mirror again, her reflection staring back at her, for a moment she could've sworn she saw the surface of the mirror ripple. She slowly reached out her hoof to touch it...

*BOOOM*

Only for a large explosion to shake the castle, snapping her out of her thoughts. She ran towards the hole in the wall and saw that many more Black Lanterns were attacking the Castle. Moments after the explosion however, a pink shield appeared around the Castle, cutting off the Black Lanterns from there we enforcements while keeping the remaining ones outside at bay. Twilight smirked as she recognized it as her brother's shield. "Thanks BBBFF." She said as she saw several Royal Guards making an effort to escort the remaining civilians towards the Castle. "The less monsters I have to deal with the better!"

Twilight cast an uneasy look at the mirror before flying off, ready to take care of the remaining Black Lanterns that were still within the shield... only to notice a trail of smoke coming from the Castle Gardens. Upon closer however, she saw a familiar figure crawling out of a crater.

"Princess Cadance! Oh thank Celestia she's alright!"

'You're welcome.'

Twilight simply rolled her eyes at the Princess' quip and flew down to aid her old foalsitter...

Not too far from the castle gates, Shining Armor smiled at his handiwork, having put up the second shield around the castle. He proceeded to rush through the streets of Canterlot, hoping to find any civilians in need of assistance and most importantly the Princess; his marefriend.

As he ran he proceeded to deflect another blast as he charged through the city, he turned the corner to find several of his fellow Guards facing off against a small group of Black Lanterns.

The moment the demonic ponies attempted to charge them, the Captain of the Royal Guard rushed past them and quickly created a giant shield around the Black Lanterns before levitating it into the air. He then proceeded to shrink the shield down until the zombies were being crushed up against each other. He finally stopped when his shield had crushed his enemies in nothing more than a ball of broken limbs and other body parts, with a satisfied smirk he dispelled the shield and dropped the crushed zombies to the ground.

However much to his shock, The withering mass of zombie parts began to twist and wither before merging together to create a giant humanoid abomination that's towered three stories above the Unicorn, all in all, a vomit-inducing site.

"Captain… permission to hurl after this is over?" Asked one of the Royal Guards, who looked like he was trying to hold in everything he had eaten prior to this event.

"Granted." Shining Armor deadpanned, trying his best not to lose his own lunch.

The humanoid giant lifted it’s hand, revealing six Lantern Rings, one on the tips of it’s fingers and one in the center of it’s palm. All six of them began to glow sinisterly as they charged up with energy, Shining Armor quickly put a shield while the rest of the Royal Guards readied their weapons and/or spells. The giant took aim…

*WHAM*

...only to be crushed by a giant, green, spiked-ball from above, courtesy of Applejack. “Don’t worry yall! Backup’s here!” The farmpony called out as she created a chain-link from her ring to the spiked-ball and lifted it up, preparing to slam it down again. However the black giant quickly caught it this time and immediately yanked it forward, pulling Applejack forward as well. Not giving it's new opponent any time to recover, it immediately slammed it's fist into the armored pony, dispelling her construct due to her lack of focus and sending her flying through three houses.

"Ok, ow." The farm pony mumbled as she pulled herself out of the wreckage, she then noticed that something was missing. Looking around she saw her hat lying a few feet away from her... completely torn and barely intact. She stared at it for a few seconds before the black giant stomped through the wreckage towards her. Several of the Guards were attempting to stop it, either by striking it from the air or using long-ranged attack from a distance, but it seemed to only be focused on her.

"Now you've done it..." She mumbled and she flew into the air, the green aura around her glowing brighter than before. "...gone and made me MAD!" She screamed before conjuring up a spiked gauntlet and bolting towards the giant, giving it a swift uppercut hard enough to send it flying into the sky. She then quickly flew above it as it reached the apex of its flight and transformed her gauntlet into a massive sword almost twice her size. She then flew down and vertically sliced through the giant with his sword before following up with multiple slashes from various directions, be it up, down, left, right, she slashed relentlessly, giving the giant no time to react.

Then finally, she dispersed to the sword and aimed her ring-hoof before firing a powerful blast, sending the what remained of the giant flying out of the city.

"Ah really liked that hat..." She said before turning her attention to the remaining Guards. "Ya'll all right?"

"Y-yeah... we're good." Shining Armor replied, downright shocked at the power this mare wielded. "Wait… You're the pony that was with my sister!" He exclaimed in shock. "How did you-wait, if you're here where's-"

*BOOM*

The Captain was cut off as another explosion went off in the city. "We'll talk about that later! We need to stop these creatures before they destroy the whole city!" Applejack stated before taking off into the air breathing a sigh of relief, she really didn't want to be the one to tell him the his little sister was fighting this battle as well.

She was brought out of her thoughts as a black bolt of lightning zip by, narrowly missing her head. She turned to see five Black Lanterns descending towards her. "So that's how it's gonna be huh?" She smirked as they surrounded her.

"Give it up! You're clearly outnumbered!" One of them mocked.

"That's true, but you're clearly outmatched!"
Applejack smirked before dodging another blast from one zombie before slamming her back-hooves into another behind her. "Alright, you undead jerks." She said as she took a stance. "You ready to die twice?"

"Ugh..." Cadance moaned as she slowly got up, limping with each step."...what hit me?"

"Oh nothing much, you just got bitch-slapped through your boyfriends shield and into the ground by a power-hungry Alicorn." A voice called out. "I must say you lasted a lot longer than I thought you would, that was like, what, ten seconds?"

"Don't-ow-get smart with me..." The princess grumbled as she pulled herself out of her body shaped creator, casting a healing spell on herself. When she opened her eyes she looked around, realizing she was in the Castle Gardens. "Now, what's the situa-" she stopped in mid-sentence when she realized nobody was around. "Wait, then who was I talking to?"

She turned around to see and odd-looking statue before her, the creature seemed to be a combination of various animals, and was stuck in a pose that made it look like it was singing.

"What the...?"

"Why hello, Princess"

The Alicorn's eyes widened when she heard a distorted voice. Looking behind her she saw about ten undead ponies advancing on her. "It looks like we must succeed where are Queen failed..." The leading mare smirked, the group was about to charge at her until...

"OH NO YOU DON'T!!" Another voice called out from above. The lead zombie barely had time to look up before she was crushed by giant yellow Cockatrace. The construct immediately let out a fierce roar before smacking two more of the zombies away.

"You undead freaks aren't laying the single hoof on my foalsitter!" Twilight shouted as she landed in front of Cadence, with a single stomp of her hoof she summoned twelve Royal Guards, lead by an Alicorn with a shield cutie mark. "Now then, let's make this a fair fight!" Twilight proclaimed, and with that the construct charged forth, ready to defend their master...

Fluttershy and Rarity made their way through the collapsed caverns of the Rambling Rock Ridge, navigating the dark tunnels with Rarity's horn being the only source of light.

“Well, I can easily say that we are completely lost...” She muttered as she cast her gem tracking spell once more, the cave lit up with several gems aligning the walls revealing two separate tunnels, the one the left leading upwards and the one on the right leading deeper into the cave. After a moment of thought she made her way towards the left side. “Hopefully this will lead us up and out of this dank, dirty cave.” She was about enter the cave, only to notice Fluttershy seemingly rooted to the spot, staring straight ahead. “Fluttershy?”

The timid mare stayed silent. “Listen sweetie,” The fashionista sighed as she trotted towards her friend. “I know you’re still shaken by Spike’s… sudden growth spurt, but we can’t-”

“Shhh.” Fluttershy silenced her friend by placing a hoof on her muzzle. “Listen...can’t you hear it?” She asked, gesturing towards the cave on the right side. Curiously, Rarity approached the cave and listened. In the silence of the cave, she heard a small, yet pained moan echo from the depths of the cave.

“Somepony’s stuck in there! We have to help them!” Fluttershy gasped as she ran into the cave with Rarity on her tail. They soon arrived at an underground lake, not too far from where they entered, there was another tunnel that had caved-in, and in the pile of rubble was none-other than the leader of the Diamond Dogs himself, half-buried from the waist down

“Oh no, the poor thing!” Fluttershy gasped as she flew towards the unconscious Diamond Dog, who was covered in several cuts and bruises from his earlier brawl with Spike.

“Hmph! Serves him right!” Rarity said, giving the Diamond Dog a sharp glare.

“Rarity!” Fluttershy snapped.

“What?!” Rarity scowled. “Him and his goons tried to capture and enslave us!”

“But that doesn’t mean we should just leave him here to die!” Fluttershy countered as she tried to pull him out of the rubble. “Please Rarity, help me!”

“But he....” Rarity tried to argue, but was silenced when she saw the look in Fluttershy’s eyes. It was the look she had whenever she found a sick or injured animal. When she had that look, nothing could dissuade her.

“Ugh, fine!” Rarity sighed, as much as she hated to, she levitated several rocks and gems off of the unconscious Diamond Dog before carrying him onto her back. "I swear you’re going to be the death of me..." She muttered under her breath, ignoring the small smile Fluttershy sent her as they continued on their way…

Outside the cave however, an indigo star gently soared over the skies...

'Compassion detected'

...before changing its course and flying down towards the ridge...

Author's Notes:

Hope you all liked this chapter! Please feel free to comment and share your thoughts! I'd also like to thank Michael_Ravencroft for helping me tweak the lyrics to NM's song "Courtesy Call"!

I'll try to have the next chapter up sooner, but in the meantime enjoy and don't forget to support the Tropes Page whenever you can!