As the light slowly faded, Armored Twilight turned to see a now armored Celestia standing before her. Flames influence of the purple unicorn faltered for a moment as they gazed upon the princess. Twilight pulling her hooves up to her head, an expression of pain spread across her face as she back peddled.

"P....princess.....AAAAAAAAAAAAAAAHHHHHH!!!!!!!!" Twilight shouted as her eyes glazed over turning back to the yellow cat eyes that belonged to Flame.

"NO! You will help me fight worm!" The voice of Flame echoed as the two shouted in unison.

Midnight and Celestia watched for a moment as Twilight attempted to push Flame away from her but failed. A silent conversation exchanging between the two as they continued watching. "Tia, I think we can win this fight without actually harming Twilight or Flame. If we can..."

*SHING*

Celestia backed away just in time to avoid a massive scythe as it swung by her. "That was too close Night." Celestia spoke as she continued to avoid the blows expertly. Flame and Twilight continuing their assault on the two but missing at every swing.

"HOLD STILL AND LET ME KILL YOU!" Flame shouted in annoyance as they threw the scythe at Celestia, she ducking down barely avoiding it as it scrapped against the tip of her horn. She stood there for a moment just before leaping into the air doing a back flip over the blade as it boomeranged back to Flame. The two catching it expertly spinning it around, ready for another assault but stopped cold as Celestia bolted toward her faster than she could react. Slamming into her and sending her into the wall with enough force to make it collapse on top of her. Celestia fell back as she watched, waiting for the duo to come back.

After a few moments a groan could be heard under the rubble that had fallen atop Twilight and Flame. Celestia listened intently as the voice was weak.

"Princess...............help me." Twilight spoke softly as a cough escaped her.

"TWILIGHT?!" Celestia shouted as she bolted toward the rubble.

"TIA NO! IT'S A *SHING*" The two celestial beings stopped cold as Twilight erupted from the rubble using the scythe as a lance and skewering the duo straight through the breastplate and chest. They stood stock still as an expression of utter shock and pain spread across their face. Twilight pulled the makeshift lance quickly from them, a spray of blood leapt from the would as they staggered backwards falling to the floor, watching the wound gush blood.

"HA! Now that you have been taken care of, all that leaves is your sis..........." Twilight Flame trailed off as a loud feminine voice shouted gaining their attention.

"You big jerk! How could you do this to my daddy?" Screwball shouted as she hugged Discord lovingly as he lay on the ground as a statue. Twilight Flame snickered as his attention was brought to the fallen draconequus, gingerly walking over to them giving a deep evil laugh.

"And what prey tell is a powerless chaos user going to do about it hmmm?" Twilight Flame smirked leaning down as he was laughing. Screwball looked up with tear filled eyes as her expression turned from hurt and worry to that of determination and wrath.

"FUS RO DAH!"

Twilight Flame was blasted with enough force to send him flying through several walls of the castle. Screwball stood up on her back legs and began to walk toward him as a giant mallet manifested itself into her hooves. She disappeared beyond the first wall as several screams were heard following many loud WHAM's.

"Tia......... Get Luna to heal you................ my power is spent.......... I can't hold this form any longer." Midnight spoke as the armor on Celestia glowed softly before whipping to her side forming the dark Alicorn. They both lay there quietly as Luna came forward using her magic to begin healing Celestia and Midnight.

"NO.........Heal Tia first........... I can wait........" Midnight trailed off as the sounds from the following room stopped just as a pinkish purple pony was launched through the hole she had created. The soft clip clopping of hooves against the floor was heard as Twilight Flame made his way back into Celestia's quarters. As he entered though the others noticed that he had been considerably damaged. Missing a wing and the armor cracked in several places as well as blood pouring from Twilight's forehead. They gasped leaning against the wall for a moment to catch their breath while staring down the trio of Alicorns across the room.

At this point Midnight knew that if he didn't end this now, all hope was lost and his foal along with every other living creature on the planet would be ruled by the iron hoof of his alter ego. He looked back to both of the princess' giving a sorrowful smile as his horn began to glow a soft blue.

"MIDNIGHT NO! We can still fight him......... Don't use that spell!" Luna shouted but it was to late as his body glowed a bright blue evaporating and reforming as a void black armor with glowing red flames surrounding the edges of each point onto Luna.

Luna quickly moved Celestia to within the confines of the shield being projected by the unicorn guard before coming back out and facing her foe. Tears streamed down her face as she spoke softly to Midnight.

"Why........... why did you use that forbidden spell............. You won't survive once you return to your original form.........." She trailed off as light particles began to pull from the air to her hooves as she aimed them forward toward Twilight Flame.

"I'm sorry Luna........... It was this.......... or have you, Celestia, My foal, and every other living creature fall under the rule of this monster. Don't worry.......... I would gladly give my life a thousand times to save everyone.......... Now lets end this." He spoke softly as Luna felt him get weaker still. With a visible nod of determination she launched herself forward before Twilight Flame could react as he stood propped against the wall. A smile across Twilight's face. But this was no evil smile, it was one that someone would give when they know they have done something right by helping to stop an evil that could not be stopped alone.

Just as Luna was striking, the armor glowed on Twilight and vanished. Luna could not stop in time but pulled her hooves just far enough to land at Twilight's sides and into the wall. A bright blue beam of light escaping the ends of her hooves as it made contact. The light faded quickly showing two giant holes that went straight through the castle and mountain. The sky visible on the other end of the long tunnel.

Twilight's eyes opened slightly before she fell to the ground in a heap, hitting the floor with a soft thud, stirring up a cloud of dust upon impact.

*tink*

Luna looked down at the floor as a small piece of her armor fell off hitting the floor. Just as it hit though Flame reformed nearby laying on the floor completely out cold, his mane and tail barely a flicker in the pale light of the room.

"Oh my gosh!" Rarity shouted as the girls finally arrived into the room, taking in the damage that had been done. Rarity gave an audible gasp as she noticed Flame laying on the floor thinking it was Midnight and rushing over to him, Luna bolting in front of her and holding her to prevent her from getting near him.

"RARITY STOP! This is not Midnight." She shouted as she fought to hold back the ivory pony.

*tink* Another small piece of armor fell off of Luna.

"Shes right doll..........." A soft voice spoke out from an emerald in the center of the breastplate on Luna causing everypony to stop and look at it.

"Sorry.........everyone........... I had to use........... that forbidden spell.......... again. I can feel myself...........slipping as we speak........... Please forgive me............... I did this.......... to protect everyone............ I love you all........... Please take care.......... Of Starlight Flame..........." The voice trailed off as the glow from the emerald grew dim and the armor on Luna began to fall off in large pieces, hitting the floor with a loud clang or tink as it made contact.

Everyone sat there in tears as they watched the armor fall away. Flame finally opening his eyes and looking forward as he began to croak out his words.

"Idiot.............. Why did he use that soul spell............ Didn't he know he was going to kill me as well?" He groaned taking in labored breaths catching everyone's attention. Luna came over to him, leaning down and snarling into his face.

"It is because of you that we have lost a dear friend today.......... be thankful that you will not live to endure all of our wrath in the coming times." She hissed out into his face as the breastplate fell from her chest and landing directly onto Flame causing a bright flash before disappearing.

"What in tarnation?" AJ shouted as the flash temporarily blinded everyone in the room.

"HOLD ME DOWN!" Shouted Flame as his head bolted upright, a pained expression on his face.

Before Luna could react Flame began to stand up slowly, but looked as if he was being pushed back somehow. "NO! I will not let you take back this body!" Shouted Flame as he continued to force himself to stand. Luna looked down to the armor on the floor, quickly thinking as she picked up a piece and chucked it at Flame, another bright flash exploding forth as it disappeared from sight. The dark Alicorn gave a loud snort as he was locked into a prone position while standing, every fiber in his body shaking as he spoke out through gritted teeth.

"NNNNNNNOOOOOOOO..................... This is MY BODY!" He spoke before cutting himself off. "LUNA! Whatever you did, keep doing it! I don't know how or why but I am regaining control of this form." He spoke out with a growl.

"Midnight?" Rarity spoke softly as she moved forward looking into Flames eyes seeing one yellow and the other a bright green and glowing.

"I soon will be, please hurry." He spoke again as he was forcing the boddy onto the ground. "Restrain me." He spoke causing Luna to nod and cast several restraining spells onto him locking him to the ground.

"NOOOOO! I will have this body, or die trying." Shouted Flame as his horn began to light up slowly.

"NOW! BEFORE ITS TOO LATE! THROW THE ARMOR AT ME!" Shouted Midnight as he fought to hold back the coming magical attack.

He watched as the armor flew through the air and hit him, disappearing upon impact in a bright flash of light. After a few seconds all the pieces were gone, and Midnight was in control once again. He lay there panting hard through labored breaths.

"Is it you Midnight?" Luna spoke as she came near his head looking into his eyes and seeing the bright green that they held. He gave a loud sigh nodding, his body battered badly and laying motionless against his breathing.

"Heal...............the others............" He spoke out still breathing hard.

The girls gathered Celestia and Twilight together as the elements began to glow softly. Without Twilight's element of Magic however, their power together was greatly reduced. The five began to heal the two as best they could before Midnight finally stood once again but fell to the floor near them.

"Fluttershy.............." He managed to speak out before falling to his side to weak to move.

Fluttershy gave a soft eep before coming to his side. "Rarity.......... can you give me a quick magic boost?" He groaned squinting his eyes shut as Rarity nodded, her horn glowing as a stream of magic flowed from her into Midnight. As soon as he had enough magic he began to glow and evaporate, turning into armor on Fluttershy.

"I don't have much strength Shy, but I have enough to help heal those two." He groaned.

"A-alright." Fluttershy responded as her fore hooves began to glow softly, a soft yellow aura enveloping Celestia and Twilight as they lay there.

A minute passed by as the glowing ceased and the armor fell from Fluttershy softly glowing as it evaporated and reformed into Midnight. Twilight and Celestia letting out a soft groan as they awoke to the devastation that surrounded them.

"What happened here?" Twilight asked but stopped as she saw everyone gathers around Midnight. "MIDNIGHT?!" She shouted bolting over, gently placing her head onto his as she began to cry.

"What happened? Who did this?" Twilight asked as everyone looked at her and then to the floor.

"I..........I did this?" She squeaked out in horror.

"You were under the control of Discord and Flame, Midnight's chaotic counterpart. You had no control of your actions." Luna spoke softly looking down to Midnight as he lay there, his eyes closed and his breathing severely labored.

"I fear it may be to late." Came the soft voice of Celestia as everyone turned to her as she lay on the floor, her foal laying in her hooves wrapped in a blue blanket and cooing softly.

Twilight furrowed her brow as her mind raced to think of a way to save her lover. After a minute her eyes snapped open as she began to speak to Celestia.

"Celestia, I once read a story about a unicorn who saved his lover by giving her the blood of his horn. I need to ask you, Is this a true story?" She spoke in a hurried tone looking back to Midnight. Celestia gave a startled gasp hearing this as she stared at Twilight.

"Twilight, If you do this, your magic may never work again depending on the damage to your horn. Midnight would never want you to do this." She spoke in fear watching the purple unicorn as she turned.

"I am partially to blame for this, I should have been more careful. I should have known this would happen. But since I didn't, I can at least save the one I love." She spoke as she raised her head high before bringing it down quickly, her horn impacting a large rock next to Midnight. She screamed out in pain as it hit, she wobbled slightly before doing it again, then again. On the forth hit however a crack flew through the tip of her horn releasing a softly glowing droplet onto the rock. She winced in sever pain as she walked on weak legs a few steps to Midnight.

"With this magic........... I grant thee life." She spoke out as a large droplet formed on the tip of her horn before falling onto Midnight. His body began to glow from the point of impact of the droplet. After a few seconds his entire frame began to glow brightly before gently fading to its original color. His breathing began to steady as he lay there. Twilight falling onto him as the pain from her horn finally took hold of her driving her into unconsciousness. The others stood there gawking slightly but quickly began to separate as several of them went to find doctors and some of the guard.

A few minutes passed as doctors and the guard had been located and brought to Celestia's quarters. Everypony began to work feverishly to help those injured and to finally get Celestia and her new foal to safety. Although Midnight was now stable he had yet to awaken. The day was done, everyone was safe and accounted for as the sun began to fall into the horizon.

Luna stopped however as she looked around the room searching for the stone draconequus and a certain purplish pony that had managed to save the day at the last second. Both were missing. Luna gave a soft smile as she gave a silent thank you to that little crazy pony that had managed to cause some serious damage to the one foe they fought against together. Should she ever show up again, her actions for that day would be rewarded.

A/N: I had planned on killing off Screwball but decided against it as she would be a fan favorite in some later chapters. Sorry to disappoint guys but I just couldn't bring myself to kill her off. She is just too cute and fun to write about. Also, when Luna did her energy attack it looked like the overboost from a mech inArmored core.