Upon teleporting out of the castle, Midnight had arrived just outside of Zecora's home within the Everfree forest. The loud snap that as let off upon his arrival had startled the Zebra within her home, causing her to make a quick exit to see what the noise had been.

"What was that noise that did startle me?" She paused for a moment seeing Midnight walking up to her. "What a surprise, It is Midnight I see." She smiled before reaching up and giving him a quick hug.

"Hey Zecora, long time no see." He smiled as they separated and headed into her hut.

"It has been a while I must agree, but please do tell, what do I owe the pleasure of seeing thee?" She said as she went back to stirring her cauldron. A heavy scent of something bitter escaping it in the form of a light green mist.

"I'm sorry to say there isn't any time for pleasantries, I just have a couple of questions before I head back to the castle to start preparing Equestria for war." Upon finishing his sentence the Zebra looked at him in slight shock. "I need to know, do you have any type of ingredient that is in the form of Worg saliva? And will it kill me or make me sick in any way if I put it into my bloodstream?"

Zecora's eyes grew a lot bigger as she listened to the questions, her movements stating otherwise as she quickly move from the cauldron to a shelf, pulling out two small bottles that were corked before moving back to Midnight.

"These two items are what you seek, but be warned, using them can make your future bleak. The saliva of a Worg is in this vase, before taking it in, you should take a pause. The chemical make up can cause an infection, but the power it unfolds will cause much destruction." She gave a sigh as she looked to the other small potion. "This is the powdered bone of a Worg once new, but the calling of his time was quite undue. Taking this will cause untold pain, but limitless power for a short time, you will obtain."

Midnight stood there for a moment before speaking. "Can I take these with me? I promise to bring you a fresh supply as soon as possible." He asked seeing her nod. After placing one of them into his portal, he pulled a small knife from it and quickly made a small cut on his chest, causing Zecora to cringe slightly. Then using his magic he pulled some of the saliva from the bottle and pressed it into the wound making it his loudly as if it were made of acid. His reaction was only instinct as he growled out in pain for a moment before the hissing stopped. After intentionally putting the saliva in a makeshift wound he placed the small potion into his portal, but noticing the knife still covered in his blood he floated it over onto the table near Zecora, she looking at it with a surprised expression before looking to the Alicorn.

"Call it another parting gift. I'm sure you can find a use for Alicorn blood." He chuckled before nodding to her and vanishing in a small flash of light.

Zecora went over to the knife and picked it up carefully, placing it into a bowl to let a few small droplets of the blood flow from the tip of the knife into the center of it. She quickly began to grab a few ingredients before placing some of them into the bowl and mixing it quickly. She placed the knife with the rest of the now drying blood into a vase and wrapped the top tightly with a small tarp and string to keep moisture out of it but to allow air in to dry it. She would use the blood flakes in another potion sometime later.

Midnight had taken only a few minutes to finish what he had planned to do before teleporting back into the castle. Upon his arrival he noticed Shining Armor to stop talking to the group before seeing him and then speaking once more.

"Alright, now that our firepower is back, let's go with plan A first. Then we move on to plan B." He stated as the group quickly parted. Several of the Elite Guard saluting him before quickly leaving the throne room. Midnight made his way up to Shining as he began.

"Night, I need you to be support until we can gauge what the enemy is capable of dishing out in their combined state. Head over to Baltimare with stealth active. Scope out what you can but remain alert and protected. If you go down, then I fear we may not have a chance to win this war." He stated causing the Alicorn to nod in understanding.

"Keep me posted with the telepathic spell." Midnight stated before he vanished in a quick flash of light, reappearing in Filly Dephia.

"Dammit, I really wish I had made it to Baltimare before today, it wouldn't be such a pain to avoid those idiots I'm trying to stay hidden from at this point. Then again there is.........." He paused for a moment as he felt his heart beat hard.

*BA-DUM*

Midnight pulled his forehooves up to the wound on his chest as he took a short dive in the sky above the city, pulling up just in time to land on a cloud. He stood there panting for a moment as he felt the wound burn with vigor for a few seconds before easing off.

"What........ the hell was that?" He asked himself before shaking the sudden pain off and launching himself into the air. Pumping his wings hard to gather speed along with the use of his magic. "Dammit, not time to think about it now. I need to get to Baltimare quick, and without breaking the sound barrier. Good thing its only about ten miles out." He grinned as he put forth a burst of speed quickly reading five hundred miles per hour.

After only a few seconds the city came into view, his horn lighting up as he turned invisible and placed a strong shield around him to prevent any attacks unto his being. He looked around the city as he continued to fly before seeing several plumes of smoke in the distance, signalling that specific area was under attack. As he made his way over to the area he watched in horror as Kindle was bellowing out huge plumes of fire from her horn, completely incinerating everything within a hundred feet of her. He continued watching as Steel and Ice were also a short distance away, dealing damage to everything in sight.

After a few minutes Midnight listened as a scream filled the air around him. A pony was being attacked, but what could he do without revealing his location? He felt a pang of guilt as he sat there idly by, watching as a young mare was pulled by magic from a building by Steels magical grasp. Her wings and hooves kicking the air as she tried to free herself.

Steel laughed maniacally as he trotted over to Ice, speaking up to garner her attention from her work.

"Hey! Popsicle for brains! Put this pony on Ice!" He yelled as he tossed the pony quickly through the air toward Ice, The pony trying to right herself, giving a hard flap to avoid a magical beam that quickly bolted by her which would have ended her life. She continued to fall, her vision resting on the Ice pony that she was quickly hurtling toward. Time slow for her as she turned her head to see the pony for one last time as her horn lit up before a beam shot out of her horn. She clamped her eyes shut knowing it was the end. There was a sudden jolt which knock the breath from her for just a second as she curled up into a ball. After feeling the wind on her face she opened one eye slowly as she looked up to see a black Alicorn hauling ass through the sky with her in his forelegs, moving away from the city at break neck speeds.

"Wha- What happened?! I thought I was dead!" She spoke out, catching his attention.

"You almost were, Not hold on, we are about to break the sound barrier." He stated as the cone began to quickly form around him, the snap of thunder erupting as they passed through the barrier, leaving a trail of flames behind him.

After a minute of flying, they stopped on a cloud for a quick breather, Midnight looking around to make sure that they had not been followed. He turned back to the mare who had a few tears welling up in her eyes, she lunged forward wrapping her hooves around Midnight's neck as she cried softly.

"Thank you............. thank you for saving me......." She trailed off as sobbing ensued. Midnight wrapping a foreleg around her and hugging her gently.

"It's no problem miss, It's the duty of the future king and a friend to save his friends and subjects." He smiled as he pulled back from her a little. She smiled back as she placed two hooves, one on either side of his face as she moved in slowly, her eyes giving a bedroom look.

"Uh........ what are you doing?" He asked, already knowing.

"A hero deserves a reward, don't you think?" She smiled seductively as she moved in a little closer.

"I..... guess so." He smiled nervous as he moved in slowly, closing his eyes.

"To bad your not a hero." She stated flatly causing his eyes to shoot open just in time to see a beanie slam into his forehead.

Darkness...........

Pitch black darkness...................

In the distance................. a tiny pinpoint of light................

Midnight could feel himself moving toward the light................ slowly............... but with haste...............

The light grew brighter................. and brighter still as his vision began to come into focus..............

Ponyville................ he was back in Ponyville................ walking alongside Applejack, Twilight, and Rarity...........

The Cutie Mark Crusaders were in the distance closing in on them............ smiles covering their faces as they laughed........... happy to see their uncle...........

A flash of light caught his eye as he looked up just in time to see a spear come straight down, impaling Sweetiebelle through her back and pinning her to the ground.

Midnight was frozen still as he watched the light drain from her eyes. Rarity running forth to help save her sister but stopped as she erupted in flames, her screams tearing at Midnight's ears and mind as he watched her slowly cook before him.......... his body unable to move as though it were completely frozen in time. He tried to speak out but no words came, only silence as he continued to watch the horror pan out in front of him.

Applebloom and Scootaloo tried pulling the spear from there fellow crusader, crying out in horror to save their friend from the embrace of death itself. The stopped, held still in time as two more spear erupted from the spear holding Sweetiebelle to the ground, impaling them through the chests. They gasped out in shock and pain as their vision fell onto Midnight. Both trying to speaking out as their little hooves reached toward there uncle, asking him to save them. But her couldn't, he was frozen in time as he watched. Applejack and Twilight rushed over to the filly's to try and save them but were struck from above by a lightning bolt each. Applejack screaming out in pain as she tripped and fell forward, impaling herself onto the same spear that had taken her sister from her.

Twilight stopped as she looked up into the sky for just a moment, her eyes going wide as Celestia landed onto her, stomping her body into the ground and trampling it to death before she could react. Celestia had an evil sneer plastered across her face as she looked to Midnight.

"It's all your fault, your FAULT that you corrupted my student and the elements! Your FAULT that they couldn't use the elements to take on Screwball and her elemental ponies. You disgust me! I don't want to ever see you in this world ever again, and take this trash with you!" She shouted as she levitated Starlight in front of her, using her magic to quickly rip the foal in half and flinging it at Midnight.

No words...................... just complete and utter horror........................ terror beyond imagination.............. Complete and utter helplessness in defending himself and those he loved and cherished beyond his very life.

*blink*

Midnight stood there smiling once again as he trotted along with Applejack, Twilight and Rarity.

Off in the distance the Cutie Mark Crusaders were smiling and galloping toward their uncle, happy to see him again................

Midnight stood there with his eyes half closed, slowly blinking as Screwball could feel the horror of seeing his loved once being killed right in front of him in his mind. The terror and helplessness he felt was sweet revenge that Screwball was happy to wallow in. She smiled over to Steel who was watching he giggle madly at the Alicorn as he was helpless to do anything but be subjected to the endless horror that was plaguing his mind currently.

"Do you think it wise to leave him like this mistress? Won't his friends come to his aid?" He asked but stopped as Screwball stopped laughing and turned, slowly advancing on him.

"Not at all. For you see, I have made a nice shield that will remain around him until my death. Which will never come." She giggled madly as she looked back to the Alicorn as tears streamed down his face. "He will endure complete hell until he dies, which if I have anything to do with it, will never come." She cackled loudly as she turned back to Steel smiling with an evil grin.

"So nothing can get through? Not even the elements?" Steel asked as he looked from his mistress to the Alicorn that had been placed under a hypnosis spell standing behind her.

"Nothing, not even the Gods themselves combined into one." She grinned.

Steel looked back to Midnight, now feeling a little sorry that he had to endure what he was enduring. It quickly vanished though as a loud crack sounded off in the sky above them.

"Finally, I was starting to get bored." Screwball smirked as she watched the elements land before her.