Over the next twenty minutes and waking Mrs. Cake, they had both been filled in on what had been going on. Pinkie went to get the foals bringing them back who started crying as they lept into their parents hooves. Pinkie joining in hugging them all as well.

"Now that you two have been brought up to speed, you will need to stay with the others in the safe housing area until this is over." Midnight spoke as he headed toward the door to exit.

"But what if..........." Pinkie trailed off looking to the ground, her ears laying back.

"Don't Pinkie. We need all the hope we can get. If this thing is as powerful as Celestia said it is then we may be in for a serious fight. One final note. I need all of the elements to be ready for a fight at a moments notice. That means you will need to wear your regalia at all times. I have a terrible feeling that something is going to go down soon, but I don't know what." Midnight spoke seeing Pinkies nervousness. He turned heading back to the door, exiting the room.

As he began to exit the hospital, Rarity caught his attention as she was walking into the building.

"Hey hun, everything ok?" Midnight asked looking up to Rarity.

"Yes darling, I just came by to see the Cakes since they have awoken. Pinkie let us all know a short while ago." She smiled pointing to her head insinuating the telepathic magic spell had been used. Midnight gave a nod as he carried on.

"That blasted Alicorn has gotten in my way for the last time. I need to destroy him quickly before he can put up another fight. But how?" Shadow Hunter questions as he continued building his army within the Everfree forest.

The previous nights fight had been a huge blow to his army. Not only taking his ace in the hole, but many pawns as well. He would need something far more powerful in order to have a chance at fighting back to seize control of this world.

"Celestia has grown much since we last met. I am sure she has since lost her innocence during our time apart. The blast bitch sent my work and myself into the sun all those eons ago. She failed at annihilating me though. I think going back into my original plane though was a mistake. I could have done something else to escape that planet had I had time to think. She wasted no time though. Let's just hope that she has gotten slower in the time she has been alive since that moment." He spoke in a thoughtive manner, Melding from one spot in the world to another. Grabbing as much life as he could to add to his growing army.

"Hmmmmmm, I wonder how well guarded her castle is at this moment." He grinned to himself as he melded into the darknes reappearing just outside of the castle in a very small shadowed area.

"This could prove to be difficult.............. Wait. What is this?" He snickered silently as he melded into the darkness again reappearing in Luna's Chambers.

"Sister, I beseech thee. You must have this magical light cast within your room at all times. You had not seen the chaos in which I had to fight on our previous world. You were but a foal at the time." Celestia spoke in a concerned tone looking around Luna's room into the darkness, A small orb of light cast above her own head to keep her safe.

"Tia, I am the princess of the night. I command the very stars and moon. Do you think that a mere shadow will have any power over me in the least?" Luna spoke in a determined tone.

Celestia moved closer to her sister nuzzling her gently. "Lulu, This shadow is far more powerful than anything I have ever seen. If it were to gain influence over either of us, I fear that all hope would be lost. Please even if for a short time, cast the spell so that you will be safe."

Luna gave a defeated sigh nodding to her sister. Her horn began to glow as a small light orb floated from the tip above her

"Thank you Luna." Celestia smiled giving her sister a hug before leaving the room.

As soon as the door shut Luna smiled releasing the spell and crawling back into bed. "She knows I cannot sleep in the light. I am the princess of the night. My nature demands that I be in the dark." She grumbled to herself as she pulled the covers over herself and closing her eyes.

The shadow grinned evilly as it slinked from the darkness toward Luna. All of the shadows in the room becoming one as it slowly enveloped her. It smiled as it felt of her neck Her heart rate had slowed signalling that she was now asleep.

"Now you shall become one with the darkness at last." Shadow Hunter spoke softly as it quickly engulfed her.

Midnight gave a hard shudder, his fur and feathers fluffing out fully causing him to stop his walking. "Damn, I wonder what that was." He spoke to himself as he continued his walk. After a short trot back to the library he was about to go in when the door burst open, a little purple and green blur running into him.

"WHOA!" Spike shouted as he tumbled over the tiny Alicorn sending some parchment flying.

Easy there little bro, what's the rush?" Midnight said as he picked himself and the little dragon up. Spike scrambling to get the parchment that he had just burped up from the princess. He whipped it open shoving it toward Midnight's face.

Midnight gasped turning pale as he read the contents of the letter. He looked to the now crying Spike as he spoke.

"Get everyone to the shelter. Things have just taken a turn for the worse." He spoke causing Spike to scramble back into the library.

Midnight walked a few feet away from the entrance to the library speaking softly.
"Link, all." He spoke as his magic telepathic link connected to every pony he had cast it on.

"Girls, is everyone there?" He asked as they all confirmed there presence in the thought.

"We have a serious issue. The shadow has capture Luna." He stopped hearing them all gasp, Twilight breaking down crying in the link as she spoke.

"N-no......... This can't be happening. What will we do now?" She cried.

"I'm not sure, but if we are going up against Luna. I fear that we may loose more than what we can save." Midnight spoke, but stopped as he noticed the sun in the sky quickly changing position.

"EVERYONE GET TO THE LIGHT NOW! IT'S USING LUNA'S POWER TO SET THE SUN!" Midnight shouted in the link and out loud causing every unicorn to begin casting the light spells as quickly as possible.

Within ten minutes it had become nightfall, the unicorns and Midnight having strained there magic usage to cast as many spells as possible without blacking out from magic loss.

"FUCK!" Midnight shouted as he looked around the town. There were still many areas at had shadows which would become a problem very shortly. He continued casting the light spell on areas as he made his way to the shelter area. Upon arriving however he noticed many areas still engulfed in shadow and ponies screaming out as they were being taken.

"NO!" He shouted forcing his magic flow to the limit as more orbs shot out of the tip sailing to the areas of darkness to light them back up.

It had taken a good ten minutes but the camp had been fully lit However many of the occupants were missing. Including all of the previously sleeping animals minus the few that had been saved from the glade who had all stayed together in the light.

"Midnight!" Twilight shouted as she and the rest of the girls raced toward him. All of them wearing their regalia of the elements.

"Girls, this has just............." He was cut short as clouds began to cover the sky causing the moons glow to be completely blocked out.

"My my my, how the few have fought against me." An evil feminine voice spoke out as it echoing softly from above as it landed directly in the middle of the camp between Midnight and the girls.

Luna appeared, landing in direct light of the spell. The shadow curled and weaved about her body in seemingly slight pain as the voices spoke in unison.

"Give up now and I'll spare you the pain of becoming my slave through force." It spoke out. Luna's very body now completely covered in darkness. only her eyes and mouth dripped a deep crimson red as they spoke.

"How can this be possible?" Midnight shuddered in fear as he back peddled form Luna.

"Oh? This being has the ability to block some magical light. I like this very much as you can see. I can now walk through your little light show. but with some limitations mind you." It cackled as it sprung back into the air taking flight.

"Surrender now, or face the most excruciating pain you have ever felt, from now until the end of time." It shouted in the royal whee encircling the encampment. The shadows army slowly advancing through the light as they make way toward the center.

As the shadows advanced slowly, many of the shadowed beasts began tackling the light orbs taking them out one by one. It wouldn't be long now until they would reach the main shelter housing everypony in Ponyville as well as all of the creatures including those from the glade, the Ursa Minor and the Ursa Major. Many cries of agony could be heard by all as the shadows began to take lives one by one as it advanced.

Midnight, and the girls were frozen in fear. Each of them trying to console one another as they shadows kept advancing.

"Midnight, what will we do?" Twilight cried out seeing the advancing shadows coming toward them.

"I....... I don't know!" he cried out."

'Think! THINK THINK THINK!' Midnight scolded himself beating his head with his hooves as he tried to come up with a plane of attack or defense. He gasped aloud as his eyes flew open. His horn glowed as a small portal opened and a small vial was pulled from within it. He looked at it with hope as he pulled the cork from the top of it.

'Use this when all other hope has been lost.' Rung out in his head from Zecora. He licked his lips as he pressed the opening to his mouth, the girls all pressing back to him as the shadows were now very near. The only other source of light was the seven orbs above their heads. Midnight downed the vial cringing at its bitter taste. (Fight Music)

*BA-DUM*

His entire body felt as if it was his heart taking a beat.

*BA-DUM*

Midnight fell to the ground as a wave of pain erupted from within him.

*BA-DUM*

His vision blurred as he gasped for air.

*BA-DUM*

The wave of pain ceased as he slowly climbed to his hooves, his entire body began to glow brightly, his mane taking on its ethereal form

*BA-DUM*

He stood up as the light orb above his body began to pulse causing the advancing shadows to hiss in pain as it began to drive them back.

*BA-DUM* *BA-DUM* *BA-DUM* *BA-DUM* *BA-DUM* *BA-DUM*

His entire body began to surge with power as the potions effects began to take full hold of him. His frame began to grow back to its original form, the light orb above him glowing even brighter as it engulfed the other six causing it to grow even larger. Midnight's eyes glowed bright red as his mane and tail erupted in a shower of flames sending a magical orange and red glow all around him.

The Shadow hunter stepped forward into the light hissing loudly as it back peddle slightly into the darkness.

"What is this power!?" It screamed causing Midnight to stare at it with an icy glare.

"Your end!" Midnight shouted as he bolted forward into the shadow army. Screams of all kinds could be heard as Midnight body glowed a penetrating light. Sickles of light encircling his body faster than anything could move. He continued fighting as the girls watched in horror.

"I don't know how long he can keep that up or even how long a light orb that size will be stable. Girl's, we have to use the elements now before the shadow know whats going on." Twilight shouted over the screams of chaos erupting from around them as Midnight tore into the darkness with an unknown rage.

The girls all nodded closing there eyes as the elements began to glow brightly around there necks, Twilight's tiara glowing atop her head.

*flicker*

Twilight's eyes shot open at the sudden change of illumination. She looked up to see the orb flickering slightly. "Girl's we need to work faster."

*SHATTER* The orb began to fall to pieces as little sparkles of light fluttered to the ground. Each one causing the brilliant illumination to soften.

*SHRIEK!*

Midnight snapped his head around in time to see the last of the orb dissipate into the darkness. "NO!" He shouted as he bolted through the darkness to where the girls had been. He stopped as he watched in horror as Twilight was being engulfed into the darkness. The girls trying desperately to pull her from it.

He growled casting the light spell again as he rushed forward. "Not this time! If I can't have her, noone will!" The shadow hiss as a black spike bolt up and through Twilight causing her to gasp in pain.

The shadow released her as she fell limply to the ground blood pouring from the wound in her chest. Midnight pulled her to his chest as he and the girls cried silently.

"No........... NO.............. NOOOOOOOOOOOOOOOOOO!!!!!!!!!!" Midnight shouted as his body and horn began to glow brightly. Light began to slowly encase the girls and Midnight as the shadow hissed violently being pushed back. After a minute a bright rainbow erupted from within the sphere of light pressing the shadow back even further. The light encase a wide area of the ground in its brilliance as five ponies began to appear from the light at five points around the center. Each of the girls except Twilight at a corner. The shape consisting of a pentagon. The rainbow light show slowly shrank to the center of the pentagon, encasing Twilight as she now stood on her back legs covered in light armor, weilding a giant scythe in two glowing hooves. She stood there for a moment as the shadows began to move forward, attempting to capture the girls but quickly bounced off a, invisible fiery shield completely incinerating them.

"What happened?" Twilight spoke out as she became aware she was no longer in pain and seemed to be walking on two legs, and covered in armor while holding the mother of all scythe's.

"Twilight. I don't know what I did but it seems I have literally became your sword and shield." A voice rang out from her chest as a Blue shield over two swords surrounded in flames pulsated bright with each word.

"Looks like you're going to have to fight." Midnight chuckled at the surprised unicorn.

She gasped suddenly in shock at the comment as a set of black scaly wings unfolded from her back. She looked to them as she could feel there presence but only as a separate part of her and not attached. She gave them a test flap sending her a couple feet above the ground. the wings stopped folding out and staying still as she floated there on the spot.

"That's not possible." She spoke in surprise.

"With magic, anything is possible. Now how about we kick some shadow ass?" Midnight laughed as the armor began to glow brightly.

"But I don't know how to fight, much less use one of these....." She spoke but trailed off as the scythe began to move in her hooves like she had known all along how to use a weapon.

"Don't worry about that Twi. I have a feeling that all of my battle experience and knowledge is now a part of you as well with this transformation. Let's put it to the test shall we?" Midnight laughed evilly causing Twilight's expression turn from shock and awe to that of determination to save her world.

"Let's." She grinned as her wings flapped hard sending her bolting at the speed of sound between Rainbow Dash and Pinkie Pie from the pentagon and into the shadow.

Loud shrieks of pain sounded out as large waves of light erupted from within the shadow. Twilight swung the scythe in every direction sending out huge waves of light blades through the land causing the land itself to light up in a brilliant luminescent light. Animals, grass, trees, any type of life that was caught in its path was immediately released from the shadows grasp and kept safe. This lasted a good twenty minutes as the shadow now carved very little of the land around the pentagon of girls.

"Fine, if this is the way you want to play it, then I'll just destroy every living thing on the planet at once." The shadow cackled loudly as the earth rumbled loudly. The clouds began to part as the light from the moon enveloped the land below. Twilight looked gasping in horror as the moon seemed to be getting bigger.

"It's going to crash the moon into the planet!?" Twilight shouted rushing back to the center of the pentagon.

"Twilight, Girl's I hate to say this. But unless we can get some serious magic here, we're bucked." Midnight shouted as they landed into the center of the pentagon.

The moon began to get closer and closer as Twilight began to draw every ounce of magic she could from her body and Midnight. They looked up to the sky together as the moon seemed to be closing in.

"HAAAAAAAAAA HAHAHAHAHAAAAAA!" The shadow cackled from outside the pentagon. "Looks like the end for us all."

*WOOOOOSH*

The Shadow ducked just in time to avoid a flying scythe pass its head almost taking it off.

"And now you have lost you weap *CHUNK* on?!" It froze in place in the air as it looked down seeing a blade protruding from its chest dripping with blood.

"NO!" It shouted as it tried to separate from Luna and flee but was suddenly encased as the Scythe surrounded all of Luna and the shadow at once.

"NOOOOOOOooooooooo............." The shout faded as Luna was released from the orb, dropping to the ground but quickly being caught by Twilight and pulled into the pentagon with her.

The orb of light pulsated bright as it shot up through the sky, heading toward the moon. The girls all looked up watching as the orb passed like a flaming ball of light through the atmosphere colliding with the moon in a shower of colors. The moon after a few second began to shrink as it was pushed back up into orbit around the planet. The moon quickly faded into the horizon as the sun rose quickly into the noon sky. Celestia appearing in a flash just outside of the pentagon of the elements of harmony.

"TWILIGHT!" Celestia shouted as she pressed forward and into the pentagon, gasping as she saw her sister bleeding badly from the wound in her chest and back."

"LUNA!?" She shouted grabbing her up in her magic as she attempted to heal her. A light began to envelope Luna as it appeared from the ground surrounding her.

"Couldn't have given me like another minute to travel back from the moon?" Midnights voice chuckled as Luna was encased in light. Twilight's armor began to glow separating from her body and allowing her to fall back to all fours watching as the glowing armor enveloped Luna as well.

After a few minutes the glowing ceased releasing Luna from its brilliance. She lay quietly on the ground breathing normall, her wounds healed. The glowing lights slowly formed together then separated as a golden tiara fell to the ground the other lights forming a dark Alicorn as he to fell to the ground with a groan.

"Ugh.......... Did we win?" He groaned as he lay there limply trying to lift his head but couldn't.

The girls all rushed to his side as he lay there in a heap. "It's over. If you took care of the main shadow then it will have no power as long as it is away from this planet." Celestia smiled down to him. He giving a weak smile in return.

"Everyone ok?" Midnight asked weakly moving his eyes around to see the girls who were all standing near him.

"Good, all accounted for. Now if you'll excuse me. Im going to pass out now." *SNOOOOOOOOOOOOOOORE*

Everyone looked at Midnight in surprise as a loud snore escaped him, after another snore they all giggled softly, quickly turning into a loud laugh as they listened to their savior snoring the day away.

This was one day they would not soon forget. Not only from the shadow attempting to take over the entire world. But also from the snoring Alicorn that had just saved that same world from that shadow.

Authors Note: This is what Twilight looks like in her armor. http://ponykillerx.deviantart.com/gallery/#/d4zgb4t