As they approached Canterlot, plumes of black smoke were rising into the air from several areas around Canterlot. Although late in the evening the sun was staying still in the sky. It had not moved for almost several hours now and the time was now almost eleven pm. As they near the castle they could see bright flashes of light erupting from inside several of the windows in the castle. As they drew nearer one of the walls erupted sending out several unicorn guards.

They all fell around 40 feet to the ground. None of them stood back up once they hit. Everyone gasped seeing this, then slowly flying toward the fallen wall to peek inside.What they saw made them gasp. Midnight was standing over not only Celestia, But Luna as well. Luna was laying across her sister protectively as Celestia lay there, her eyes closed, her breathing was rough, several scorch marks riddle her body, Many of her feather from her wings had been scattered
about from a large burn mark on one of them.

"Begone thou evil being, You will leave us be with out sister. BEGONE! Or face our WRATH!" Luna's eyes glowed as her horn began to fill with power. Midnight stepped forward only to run into a powerful beam spell that hit him head on. He staggered for a moment regaining his footing then began to advance again. Yet another beam hit him from Luna. This went on for another 5 minutes. Blast after blast of energy hitting the former human but never hurting him.

Midnight let out an evil cackle as Luna tried in vain to keep casting the spell, until she finally exhausted her power.

"My my, little Luna is such the patriot, Fighting to protect her big sister after she had fallen to her former lover. How sweet." Midnight spoke sarcastically. Mischief in his voice as he moved closer to the exhausted Luna. He lowered his head to her's, an evil grin across his face.

"Once I have taken care of you and your sister. There will be nothing to stop me from taking over Equestria." He began to raise his head as he cackled loudly. But it was short lived as a powerful beam hit him from the side sending him down the hallway and through a wall to the palace gardens.

Twilight stood there panting loudly through clenched teeth. Her horn literally white with magic. Her coat had transformed to a pure white while her mane was now ablaze. Her voice echoed throughout the hallway as if it were several Twilight's talking at once.

"You will NOT harm the Princesses!" she shouted.

After the wall finished falling that Midnight had been launched through everything fell quiet. A loud cackle could be heard from the hole Midnight had been put through. "Well isn't this a surprise. Twilight and her friends finally coming to the rescue. I'm not sure if you noticed but most of the royal guard is dead. Celestia is wounded, and Luna is out of power. I'll give you this one chance to walk away unharmed. After that I will bend you to my will if you do not leave." Midnight growled out the last of the sentence sending shivers down everponies spines.

Twilight stepped forward still on fire. "Midnight you have to listen to me. You've been infected with poison joke, its somehow altering your nature to go against what you normally do and believe in, let us help you. You still have the chance to be forgiven." She spoke out pulling several water balloons from Pinkies bushels, floating them to her side.

"Forgiveness?! Do you think I want that? No I don't want that at all. What I want is very simple." Midnight laughed.

"And what would that be?" Twilight asked looking at him oddly.

"The complete destruction of the entire universe." He yelled causing the windows in the castle to shatter. The girls were all pushed back by the sudden outburst.

"Girls, we have no choice, we have to use the elements. I doubt we could get any of these balloons near him without loosing them instead of hitting him."

They all felt tears come to their eyes as the power from the elements began to shine brightly sending out a bright light from each of them.

"What do we have here?" Midnight smiled seeing the colors of a rainbow heading toward him. He smiled watching it bolt toward him. After a few seconds the rainbow from the elements disappeared. The girls gasped at what they saw. Midnight stood there laughing at them in the same spot. Some type of clear crystal floating in front of him.

"B-but, that should have worked?! What happened?" Twilight shouted in a panicked voice.

"Oh my poor poor Twilight. You forgot about one thing. I'm smarter than you." He began to laugh as Twilight stomped the ground infuriated by the insult.

"You can't be smarter than me! I've done nothing but study my entire life. How can a mere human be smarter than me?!" She growled.

"HUMAN? HUMAN!? I'm a fucking Alicorn you little snot!" Midnight growled teleporting to right in front of the girls.

"You see this crystal? This is called a prism. It can turn white light into a rainbow and a rainbow into white light. This is how I have defeated you pitiful ponies." He began to laugh again as the group powered up their elements again. Firing them at Midnight repeatedly. Every time he would laugh as the light show was altered to innocent white light as it was blocked by the prism. After an hour of trying to use the elements on Midnight they all stopped falling to the ground crying. Twilight's white coat and fire mane turned back to normal. Midnight moved forward giving an evil smile.

"So have you finally given up girls?" He laughed as he walked into the center of the group.

They all stood on shaky legs as they looked at him. Midnight smiled looking around at them, he walked over to pinky who was sitting next to the water balloons, her hair deflated, a look of horror across her face as she gazed up at the dark Alicorn. His smile never left as he lowered his head to her laughing.

"LIttle balloons? What were you going to do? Pelt me with them? Was that your fallback plan?" He cackled.

Pinkie picked up one of the water balloons giving an evil grin as she burst it over her own head. Her mane now drenched as it began to soak her coat.

Midnight laughed at the sudden self water ballooning.

"So it is just regular water after all. You all were seriously going to pelt me with them instead of using your elements? I feel a little sad for you six now. But how about this. I'll indulge you as your final request. Go ahead and hit me with as many as you want." He laughed standing there.

*splash*
*splash*
*splash*
*splash*
*splash*
*splash*

Midnight laughed as he was assaulted with water balloons until they were all gone. A minute passed by and he smiled to the group.

"M-midnight? Are you back to normal now?" Twilight asked as she moved forward to him.

"Normal? I've never felt better!" His voice drew venom into it as his horn began to glow.

"NOW GIRLS!" Twilight shouted as the elements charged and fired at him once again. Midnight laughed as the beam connected with the prism again turning into a harmless white light beam. His eyes shot open at the last second as he watched in slow motion as a single droplet of water fell from the tip of his horn into the white lights path. Before he could react the white light hit the droplet turning it into a bright flash of colorful light.

"NOOOOOOOOOOOOOOOOO!" He shouted as the rainbow envelope him, spinning around him at untold speeds. He screamed loudly sending out a powerful shockwave which caused the rainbow tornado to be obliterated. The girls stood in shock at what they saw. Midnight stood there shakily, his head lowered as his breathing was strained. His right wing mangled and broken. Blood and feathers lay all around him. His entire right side burned badly. He took several steps
forward before finally falling to the ground in a heap. The girls walked cautiously over to him surrounding him, ready to charge the elements again if needed.

"Twilight......" He softly spoke laying on his left side.

Twilight came over to his head giving him a saddened expression.

"Twi........wha......what happened?" He asked breathing hard.

"You don't remember?" She asked looking down to him.

"*cough* N-no........ Why do ........ do I feel like a.......... train hit me?

"You were infected with poison joke. You went on a rampage through Canterlot and....." Twilight was cut off by him as he spoke out in strained words.

"NO! D-did I kill anyone?"

Twilight looked over to Luna and Celestia who were laying on the ground behind them. Midnight moved his head slowly to see them. Luna looked at him, tears in her eyes as she nuzzled Celestia who was laying on the ground.

Midnight cried out in horror.

"P-please Twilight. Tell me I didn't do this. Tell me I didn't kill Celestia?! She was carrying my foal, I can't live knowing I took that life." He cried out.

Twilight lowered her head, tears falling from her face, no words escaped her lips.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Midnight shrieked as his horn began to brighten, The illumination filling the room quickly to a blinding light.

Everypony covered their eyes as it grew in intensity. They could hear Midnight screaming louder and louder until everything shook.

As quickly as it began, it ended. Twilight and the others opened there eyes gasping at what they saw. Celestia was walking toward the fallen Midnight as he lay on the ground. He weakly lifted his head seeing Celestia walking toward him.

"Please, finish it. A-after what I have done.......... I do not deserve to live." Midnight croaked as his head slowly fell to the ground. He closed his eyes waiting for the pain to stop. The pain continued as he lay there in silence. He was slightly startled to feel a sudden warmth press against him on all sides as his pain began to slightly dull. He opened his eyes slowly to see Celestia laying to one side of him, Luna to the other. The rest of the girls were floating silently as a Bright rainbow encased them all.

Midnight watched them silently as the combined magic began to slowly heal him. His torn and scarred flesh began to heal rapidly. His battered and broken wing growing new feathers and healing itself as well. The pain he felt began to fade as the healing aura from the Elements brought him back from the brink of death itself. A silent tear fell from his eye as hey lay there.

"After all I have done, After all the things I have said, They still care for me enough to save my life." He thought to himself as he began to fall asleep.

Morning arrived with many chirping birds and happy ponies running through the castle. Midnight felt the heat of the sun slowly warming his black coat as he lay quietly in bed.

"Ugh....... Is it morning already?" Midnight groaned as he awoke from being warmed by the suns rays. He lifted his head giving a yawn as he looked around the room. After a few seconds he realized that he wasn't in Rarity's boutique, or the Library, and quickly stood making his way to the window.

After a few seconds of looking out the window he finally realized where he was. "Why am I in the castle?" He spoke softly to himself. After a few moments sitting in front of the window a knock resounded at the door. Without looking to it he spoke.

"Come in."

Several sets of hoof beats could be heard as ponies piled into the room. Midnights vision never left the window as he sat there in thought.

"Well aintcha gunna welcome us in?" Applejack spoke walking up to Midnights side and giving him a nudge.

Midnight turned quickly looking to AJ then snapping himself around further to see the rest of the girls, Luna and Celestia.

Without thinking he teleported to Celestia wrapping his hooves around her. A silent tear fell from his face. He wept quietly as the others came up to them also wrapping them into a group hug.

A short time later they finally broke the hug, Midnight pulling back from the group.

"Tia, I have no words to express how sorry I am for what I have done. I have said and done many terrible things. Why everyone of you saved me is beyond my comprehension. When I was laying there wounded and dieing, The thought of me having killed not only others, but Celestia and my foal. I just couldn't take it. I-I dont remember what happened from there but I felt a huge rush of magic escape me. Then you...." He looked to Celestia "You were walking toward me. Like nothing had happened at all. I felt at peace. Like I had lost something, but gained even more. What happened exactly?"

After a moment Celestia filled him on on everything that had happened. The girls filling in other spots from the moment he was hit by the poison joke to the point when he started to act strange toward them.

He sat there remembering all of the events that unfolded from that moment on.

"But............ Why did everyone save me?" He asked looking to them all.

"Because we love you silly." Pinkie Pie chirped happily bouncing toward him giving him a hug.

"That's right." Applejack trotted over joining the hug.

"I don't think you can get rid of us that easy." Twilight smiled as she joined in.

"Definately." Rainbow Dash flew over bowling them over.

"But don't you ever do that again mister." Fluttershy spoke out in a stern yet gentle tone jumping onto the pile and looking Midnight in the eyes. Midnight gave a whimper nodding to Fluttershy.

"Alright girls, let us give him some breathing room. We have much to discuss." Celestia smiled catching everyponies attention.

The girls quietly left the room as Celestia and Luna took a seat. Midnight felt a lump crawl into his throat as the door shut behind the girls.