All was quiet in the decimated castle of the late regal sisters of Equestria. All was still as the stone statues of the castle denizens stood frozen in their places. All was still and quiet save for weeping in the corridor of stained glass windows. It was unknown how long the group of eight been there. An hour? Two? Three? All they knew was the dark and dismal situation they now had to face alone. Applejack, Fluttershy, Rainbow Dash, Twilight Sparkle, Rarity, Pinkie Pie, Arcanus, and Quentin had since scattered about in the scarred corridor. Rarity and Fluttershy were together with Fluttershy crying heavily into Rarity's shoulder as the beautiful unicorn had a foreleg around her shoulder and stroking her mane. Though she was consoling her, Rarity too had tears flowing down her face as she took steady breathes as she cried. Pinkie Pie was near a broken window flat on her haunches, her color still faded as she hung her head and cried, choking on her tears as she did so. Rainbow Dash was sitting on a windowsill, her back against the right horizontal sill. She had her forelegs crossed and looked as if she was trying to keep her anger and rage under control as tears fell down her face.

Twilight had remained in her spot, the dark stained glass window of Chthon ruling the universe high on the wall before her. Twilight laid on her stomach and buried her face in her forelegs as she cried, taking long breaths as she did so. Arcanus sat nearby from Twilight, silent with his head bowed. Applejack and Quentin were together near another broken window. They had their backs leaned against the wall on their haunches as Applejack cried softly into his shoulder while Quentin had a foreleg around her shoulder in comfort. He just stared at the ground in the most distraught way. How could all of this had happened? How could such a beautiful world such as this one be doomed to such a fate? As these thoughts went through his mind, Quentin couldn't stop the tears from forming in his eyes and falling down his face. In only three short weeks, the human turned stallion went from a distant stranger yearning to get back home to one that appreciated this world and the ponies that he's met in it.

If things weren't bad enough, Celestia and Luna were now both gone. And now this is how it all ends? Applejack finally lifted her head and gazed at Twilight, still weeping in the center of the corridor.

"I...I never seen Twi so broken down like this,'' Applejack muttered with a sniff.

Quentin sighed deeply, whipping his eyes. "It must be especially difficult for her. I mean, she did just see her teacher and ruler get killed by an evil psycho.''

The reminder of Luna's demise was especially hurtful. The beautiful princess of the night who so enthusiastically asked for his friendship, him a mere peasant and now she was gone. Quentin only knew her for a short time, but losing her was like losing one of his closest friends. Suddenly he couldn't hold his emotions back anymore and Quentin cried. Applejack was caught surprised by her friend's sudden break down and she asked with a tearful, concerned gaze.

''Quentin?''

"I'm sorry Applejack,'' Quentin cried softly. "I'm so sorry...''

Applejack looked at the stallion sadly and embraced him. "There ain't nothin' you should apologize about hun. This ain't yur fault, not one bit,'' Applejack tearfully tried to console Quentin.

"But...but I kept saying that everything would be ok. I told Luna that no matter what happened, things will turn out for the better,'' Quentin argued.

Applejack nuzzled Quentin's face sadly as she responded softly, ''We didn't know what we were up against sugarcube. We thought we could handle it, but it turned out much bigger than we could ever imagined it. It wasn't yer fault.''

Quentin said nothing and just tightened his grip around his friend, feeling the golden necklace that was her Element of Harmony pressing into his chest as they continued crying. After a certain amount of time, Applejack and Quentin looked up and noticed Rarity, Fluttershy, and Pinkie Pie were headed towards Twilight, probably to help comfort her.

"We should head over too Quentin,'' Applejack suggested, whipping her eyes.

Quentin nodded, "Yeah, I'll be over in a bit Applejack. Just give me a minute.''

Applejack nodded understandingly and with a heavy heart walked over to the rest of our friends, save for Rainbow Dash who still remained on the windowsill. "Twilight? Sweetie it's alright,'' Rarity comforted, knowing very well that it wasn't the case.

"No it's not!'' Twilight cried. "It'll never be ok!''

"I know it's bad sugarcube, but...but at least we have each other,'' Applejack said with a very faint smile, as she helped Twilight up. "That's it hun, up an' at 'em.''

Twilight continued crying as she fell back onto her haunches. Arcanus somberly made his way to the group as Fluttershy asked tearfully, "So what do we do now? Do we just...keep on going with our lives?''

At this Pinkie Pie shook her head and spoke in a melancholy tone, ''I don't want to continue living in this world, I can't. There's nothing but destruction and misery.''

Rarity looked at Arcanus with pleading, tearful eyes. "Arcanus, please tell us you know what we should do?''

Applejack, Rarity, Fluttershy, and Pinkie Pie looked at the powerful unicorn with sad, intent eyes, but he just sighed with discontent and shook his head. "I couldn't even begin to tell you what we should do.''

This answer destroyed any hopes the mares had and they looked down sadly. "I can't shake the feeling that maybe if I had acted sooner, maybe the outcome wouldn't been different. I wandered if I had seen what was coming, I could've better prepared Celestia and Luna. To see my two former students meet their end the way that they did aches my heart so.'' Arcanus added woefully.

Twilight, Applejack, Rarity, Fluttershy, and Pinkie Pie looked at Arcanus sympathetically as Applejack said, "Now do ya start with that too. None of this wasn't yer or anypony's fault. Even you aren't all knowing.''

"Applejack's right Arcanus. I can see why Princess Celestia and Luna decided to see you at once. You've been a great help to us, so you shouldn't blame yourself for everything that's happened,'' Twilight muttered.

The others agreed which prompted a faint, but grateful smile from Arcanus. "Thank you all for such kind words, but I can't enjoy them long enough in this...new environment.''

"So that's it then? Do we just...just...'' Fluttershy began before breaking in to a sob.

As Rarity consoled Fluttershy, Twilight gazed her tear filled eyes upward. "I know somepony who would know what to do, but she's...'' Twilight said before breaking down crying.

Applejack put an arm around Twilight to help calm her down. "I know how much the Princesses meant to ya Twi. We miss 'em too,'' Applejack spoke reassuringly.

"Why did all of this have to happen?'' Twilight cried. "We fought so hard to prevent this from happening, but not only did we failed, we lost our two leaders! What lesson is there to learn from this? Was this inevitable? Was everything we did up till now meaningless? Was it all for nothing?''

As Twilight asked these questions, the others just look at each other with tears streaming down their faces as Arcanus merely turned away. Rainbow Dash had heard and she pinched her eyes shut and gritted her teeth as tears cascaded down her face. I had heard their whole conversation. Quentin whipped my eyes as Twilight's ponderings echoed in his head.

"Was is all for nothing?'' he thought to himself as he walked over to a stained glass window showing Chthon with an outstretched hand downward. "Was this…all of this fated to happen? Was this the destiny of this world and all who lived in it?''

Quentin pinched my eyes shut and clenched his teeth. He thought about all the wonderful moments he had after being spirited away to Equestria. The fun that he had, the wonders that he'd seen…the friends that he's made. With these thoughts, I gazed back up at the dark, window and frowned deeply. He then gazed down as he gently lifted his pendant and read part of the quote that was inscribed on it. "Never lose faith…'' and he repeated the words over and over in his head. No this cannot be the fate of this world. Quentin cannot...will not believe that a place like this was damned to be a hell hole like this. Quentin can't lose this world, his friends to this darkness...he won't!

"No!'' the stallion suddenly spoke up with a deep, unyielding glare.

At this outburst, his friends gazed at him with shocked glances, even Rainbow Dash shifted her attention to the Earthling. "Quentin, what is it?'' Fluttershy asked, whipping her eyes with a sniff.

Quentin turned around and made his way to the group. "We need to come up with a game plan,'' he spoke with determination.

This caught the human's friends off guard as Rarity asked with a bewildered, tearful expression, "Game plan? What in heaven's name do you mean Quentin?''

"A plan to fight back!'' Quentin responded.

This answer only confused them more as they looked at each other. Quentin gazed at them with a slightly disgruntled look before asking, "We are going to fight back are we?''

Pinkie Pie answered tear filled eyes, "But Quentin...there's nothing to fight for. Look around, everything's destroyed.''

Quentin couldn't believe what he was hearing and argued, "What, so you're all just going to give up?!''

"Quen, it's not like we're dealin' with an evil king or the Changelings,'' Applejack began with wet eyes.

Twilight continued tearfully, ''Applejack's right Quentin. We're dealing with a god, somepony even Discord feared and Celestia and Luna together couldn't defeat. And look what he did to Equestria, the entire world...how do we fight something like this?''

Quentin understood their despair and lack motivation to fight on and it was true, they were up against an all-powerful deity, but that didn't mean they should give up. He sighed before answering.

"I know, it's bleak. I don't know how we could fight something that can do this to the entire world, but… we have to fight anyway.''

To Quentin's alarm, Rainbow Dash had flown from her spot and right in front of him and shouted angrily. "Quentin just drop it will you! Did you see Ponyville and Canterlot?! Did you see everypony turned to stone?! Look around, everything is toast! The world is toast! We failed, it's over! What's the point?!''

At this their friends gazed on with tears running down their faces while Arcanus looked on with a clearly distraught expression. Quentin looked at the rainbow maned Pegasus hovering in front of him. She was trembling with tears falling down her face as she wore an angered, yet also saddened look upon her face. Quentin's shocked expression then fell to one of unwavering resolve.

"What's the point? Hope that's the point!'' the dreadlocked stallion responded forcefully.

This caused all the ponies to widen their eyes with shock as the gazed at their friend, Rainbow Dash hovering a few inches back from him. Quentin continued, "Listen, and look at your chests. What do you see around your necks? Twilight, what do you see on your head?''

The six mares looked at him for a moment before gazing down to see their Elements of Harmony, the golden necklaces that had their respective elements at the center while Twilight looked upward at her tiara resting atop her head. Quentin looked at them with a frown as he asked again.

"Tell me what you girls see.''

"It's...it's our Elements,'' Fluttershy answered meekly with a sniff.

Quentin nodded, ''That's right, the Elements of Harmony. The same powerful artifacts that you girls told me again and again how they saved Equestria in the past.''

"But Quentin, that was Equestria, this is the entire world. I know the Elements are powerful, but-'' Rarity began, but Quentin cut in.

"But nothing!'' His friends jumped lightly as the earth pony stallion gazed into their tear filled, hurtful eyes. Quentin sighed again and softened his tone, but still had a stern expression. "Look, I know things are bad, probably the worst Equestria had ever been through. I'm looking around and I see the destruction, the hopelessness. Like Celestia said before...'' Quentin had to compose himself as he thought back at the benevolent princess' demise. "Celestia said you were the last line of defense, and you six are still here. You still have your Elements. And if you're still here than that means there's still a chance. With the Elements of Harmony, we can still fight Chthon!''

Quentin's friends gazed at him, astonished at what he just said, but still with uncertainty in their eyes. "Quentin...'' Applejack began sadly when at that moment a familiar, chilling, demonic voice suddenly rang out.

"Speak of the Devil and he shall appear.''

That voice. That dark, chilling voice that sounded out caused the eight to jump as they scanned the area with wide, alarmed eyes. "What?! No, it can't be...'' Twilight spoke in disbelief and dread.

Fluttershy whimpered as she cowered, ''No...please not him!''

Though they had only heard his voice for a short time, they knew who exactly spoke to us...Chthon. They all cautiously backed into a group as the unmistakable laughter of Chthon echoed throughout the hall. "Shit!'' Rainbow Dash swore through gritted teeth as her eyes darted all over to find the source of the laughter.

Arcanus then clenched his teeth with a deep from as he spoke firmly, ''Everypony, stay close to me!''

As Chthon's laughter continued to echoed around them, Rainbow Dash finally had enough and shouted bravely, ''Where are you?! Are you gonna be a coward?!''

This outburst unnerved Quentin and his friends as Rarity tried to hushed the bold Pegasus, ''Rainbow Dash have you lost your mind?! Are you trying to get yourself ki-''

"Come out Chthon and face us!'' Rainbow Dash called out again, hovering in the air.

Chthon's laughter sounded again before he finally answered with an echo, ''Well, well aren't we a spirited one?''

As Chthon spoke, Quentin and the others crowded closer together with unnerving expressions as Chthon continued. "As for where I am, I can be anywhere I wish…even right behind you.''

At those words they all felt a chill down their spins and they jumped backwards as they faced behind them. There was nothing but the empty corridor and the stained glass window of Chthon striking the unknown target. However to the group's shock and horror, that rigged image of Chthon suddenly began to move and crossed his arms as he laughed again.

"There you are!'' Rainbow Dash snarled and before any of her friends could react, she flew fast towards the window.

"Rainbow don't!'' Twilight called out, but Chthon disappeared right before Rainbow Dash collided head first into the window.

Surprisingly, it didn't shatter, though the act did cause pain to the bold Pegasus as she rubbed her aching head. "Rainbow Dash, are you ok?!'' Fluttershy asked concerned.

Rainbow Dash just grumbled and cursed to herself as in a black and red fiery flash of light, Chthon reappeared in the window, crossing his arms. "Did you really think that feeble attempt would really work?''

Rainbow Dash shook off her pain and retorted boldly, ''Tough talk for somepony who's hiding in a window!''

Chthon just laughed as he flew to the side and out of sight, reappearing in another stained glass window in front of Quentin, and the rest of the group. In the window, he sat down effortlessly like he was sitting on an invisible object as he leaned on the side of the window, crossing his leg with the cloven hoof over his other leg as she rested his head on his right fist.

"I hope you enjoyed the little changes I made to your home. In fact, I loved the outcome so much, I just had to do it to the entire world.'' Chthon mocked with a dark chuckle.

Arcanus looked at the deity with an angered frown and gritted teeth. Twilight and Rainbow Dash looked at Chthon with a hateful glare while Applejack, Rarity, Fluttershy, Pinkie Pie, and Quentin had a more frightened expressions.

"Demon, I don't know what foul pit you rose from, but I am ready to fight till my last breath to defend this seven ponies!'' Arcanus said threateningly, bowing his head lower.

Chthon leered at Arcanus for a moment before laughing out in that demonic laugh. "Not even two pathetic demigods could stand against me. Do you really think a mere mortal like you could defeat me?''

At that comment, Twilight jumped out and growled at the god, tears streaming down her face. "You...killed our princesses!''

Chthon looked at Twilight uncaringly and coldly responded, ''Yes I did. And I suppose it has something to do with you?''

"It has everything to do with me!'' Twilight screamed as her horn glowed a billowing aura magenta aura. "She was my teacher...a second mother to me and you killed her!'' and she fired a dark pink energy blast at the window.

The blast hit the window with a small pink explosion and when it subsided, Chthon was gone. "W-where did he-'' Pinkie Pie began but was cut in by a laugh and Chthon appeared in the window on the other side of the corridor.

''Oh I know how much your precious little princess meant to you...Twilight Sparkle.''

The fact the Chthon knew Twilight's name surprised them all. "How… do you know my name?'' Twilight asked bewildered.

"Child, I hold all the knowledge in the universe. There is nothing that isn't beyond my mind, not even the knowledge of you and your sheep Applejack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie...the bearers of the Elements of Harmony.''

At this revelation, the eight ponies looked at each other while Twilight just glared at Chthon who was gazing down at the images of ponies that appeared to be turned to stone in the window he was in.

"And I hope that you all had a happy reunion with your friends in Ponyville?''

That comment causes the rest of my friends to angrily glare at Chthon. "Happy?! There's nothing happy about what you did to our home and to our friends!'' Pinkie Pie spoke up tearfully.

Chthon's face then became one of fake concern as he spoke, ''Oh I think they don't mind their sudden petrification now do they?'' As he said this, his gave three knocks to the head of one of the images as he continued with a cold grin. "Now maybe some know how it feels to be cast in stone death.''

At this the rest of the friends let out faint gasps as Fluttershy whimpered fearfully, ''S-Stone death?!''

Chthon chuckled darkly,'' Yes, incinerated so quickly that their very flesh hardened and turned to sooth and stone. A quick but painless death.''

They all stared in horror at the grinning God of Chaos. "M-my little s-sister is dead?!'' Rarity uttered in horror and disbelief as tears began to roll down her face.

Chthon only answered with a dark, evil, chuckle. Suddenly tears flooded down Rarity's face as she screamed outraged, ''You evil, loathsome, horrible monster. I'll kill you!'' Rarity attempted to lunge at the window, but Fluttershy, Twilight, and Quentin were able to restrain her.

At the display before him. Chthon let out a chilling laugh. "Ah yes, I almost forgot how amusing it is to toy with mortals!''

Applejack glared up at Chthon with tears streaming down her face as she seethed, "Toy with this ya son of a bitch!''

Before anyone could stop her, Applejack ran out and reared back and with all her strength, she gave the window a strong buck, shattering the window. Applejack jumped back as large pieces of glass fell to the ground.

"She...she got him?'' Pinkie Pie asked in surprised.

"Teh, we wish,'' Quentin muttered as he looked around with a cautious frown.

Not long after, the evil God's laughter echoed throughout the corridor and the eight stayed close together, looking around cautiously. "It's laughable that you would truly think you actually have a chance against me Applejack, Bearer of Honesty.''

They all looked up abruptly at the direction of the voice and their sights fell on the large, circular stained glass window high on the wall at the end of the corridor. The image of Chthon seemingly dominating the universe now began to move and he was gazing down at the group with his dark eyes. In alarm, the friends and Arcanus shifted their position with Arcanus in front. Pinkie Pie, Fluttershy, looked absolutely scared while Rarity had a combination of a frightened and cold glare expression. Applejack, Rainbow Dash, and Twilight glared at Chthon with gritted teeth ready for a fight.

"Ya think I'm supposed ta be impressed 'cus ya know my name an' Element?'' Applejack growled.

Chthon chuckled, casually tapping the glass he was in. "Not just you my dear, Rainbow Dash the Element of Loyalty, Rarity the spirit of Generosity, Fluttershy Bearer of Kindness, Pinkie Pie the giver of Laughter, and Twilight Sparkle the possessor of the most powerful of the Elements...Magic.''

As Chthon revealed the knowledge of their names and strengths, Quentin's friends looked at each other in bewilderment and concern, as the deity continued. "Though it really doesn't matter for you all will perish within the very near future...I can promise you that.''

They all tensed up as Chthon spoke those words. When he spoke, his voice had no care or compassion at all in its tone, just dark, threatening, and cold. "W-we're all going to...die?'' Fluttershy whimpered tearfully, cowering a bit.

At this, Quentin put a hoof reassuringly on her shoulder and she looked at him as he assured, ''We're not going to die Fluttershy. Just because some creep says so doesn't mean otherwise.''

Chthon suddenly started to laugh as most of them frowned up at the rigged image with slight confusion. "Yes that's right lie to your friend. Keep saying that it'll make your demise all the satisfying to me!''

Quentin gave Chthon a low growl as Applejack, Twilight, Rainbow Dash, and Arcanus all gritted their teeth as they glared at the large stained glass God.

"It's clear that I know everything about you, but you know nothing about me. Sad really, I made quite a mark on this world the last time I was here, but no matter. I'll be glad to enlighten you. I am Lord Chthon; God of Discord, Deliverer of Darkness, Harbinger of Destruction...Sovereign of Chaos.''

As Chthon said those words, he had reached out his claws outside the stained glass window he was in and grasped the outer lining. He had then brought his legs in and effortlessly squeezed his entire body out of the window and the eight ponies all quickly drew backwards as he landed on the ground, causing the room to shake slightly as Chthon rose up drew his four wings, causing a strong blast of wind to blew the group a few feet more back. Now out of the window, his appearance went from rigged back to its normal self. Chthon easily were taller than the windows while his wings were just as easily able to move freely without hindrance in the spacious corridor.

Talking to a stained glass window was one thing, but now that Chthon was in front of them in the flesh caused the ponies to become more unnerved. Almost instantly after he appeared in front of them, the air shifted drastically. There was suddenly a cold chill among them, as the air itself stinging and became heavy as if Chthon's very presence destroyed any glimmer of warmth. As if his very presence beckons death.

Twilight glared at the deity, shaking in both anger and fear until she let out a short cry and fired a beam of magic at Chthon's face. However, it proved futile for before the attack could hit, Chthon raised a claw and Twilight's spell collided into it before being absorbed into his palm and disappeared.

"Pitiful attack, from a pitiful unicorn,'' Chthon said.

Twilight gasped silently as her spell did nothing to faze Chthon, but it was quickly replaced by a frown of pure hate and rage. Chthon saw this and laughed darkly, ''Are you angry? Do you hate me? Then continue to let out your hatred to your heart's content. I've lived lifetimes incomprehensible before this planet was even conceived. I am what gives your hatred breath, to fight me only strengthens and sustains me. You're only delaying the inevitable.''

Chthon's statement some of the ponies growl with anger and the others to cower in fear. Chthon gazed at the frightened Fluttershy and smirked cruelly before speaking to her telepathically, ''And yes Fluttershy you're correct...there is nothing you can do to stop me.''

Fluttershy gasped in fright and she responded in fear while taking a step backward, ''W-What?!''

Chthon raised a claw up and gave a simple flick motion with his middle and thumb. Almost instantly, a powerful, unseen blow hit Fluttershy hard in the face and she screamed as she was suddenly knocked a few feet in the air and backwards before falling back onto the ground and skidding a few feet.

Fluttershy!'' Applejack, Rainbow Dash, Twilight, Rarity, Pinkie Pie, and Quentin exclaimed and ran over to our friend as Arcanus peered sharply over his shoulder in alarm.

"Fluttershy! Darling are you ok?!'' Rarity asked with concern as they made it to the timid Pegasus.

Fluttershy was curled into a ball and shaking violently with her face buried in her hooves. "Fluttershy?'' Rainbow Dash asked as she landed next to her friend.

Fluttershy didn't respond at first, just kept shaking until she finally lifted her head and we gasped. Blood was flowing profusely from Fluttershy's nose and down her mouth as it dripped to the floor, with the nose a bit sickly crooked like she had just been hit in the face by a hard, blunt object. The blood wasn't the only thing flowing, tears streamed heavily down the yellow Pegasus' face as she sobbed, though her voice sounded a bit muffled.

"I...I can't...breath from my nose! My nose...hurts so much!''

Rarity quickly put her forelegs over Fluttershy in hopes to calm her. "Shhh it's ok dear.'' Blood was dripping onto Rarity's white coat, but she didn't care. Right now Fluttershy was more important than her appearance.

"I know it hurts sugarcube, but we need ta see that nose again,'' Applejack said softly, sadly as she rubber her back.

Fluttershy hesitated for a brief moment before facing Applejack, her nose exposed as she took deep, sharp breathes repeatedly as tears and blood gushed from her eyes and nose. Applejack winced as Fluttershy cried, ''How...bad is it?''

Twilight walked up to Fluttershy and answered sympathetically, ''It's defiantly broken Fluttershy. I know a spell that can fix it right up, but it might hurt.''

Fluttershy gulped and shivered, but said nothing. "Fluttershy?'' Twilight said with an uneasy gaze.

Fluttershy shook her head, "Just do it.'' Her voice was heavy with reluctance. She knew it would be a bit painful, but she also had a hint of determination for being rather well adept to medical care herself, she knew what has to be done. "It's not going to heal itself unless you do it, so please just do it...quickly!''

Her friends all paused to admire the Pegasus' bravery. Twilight took a deep breath and spoke. "Ok Fluttershy, just breathe.''

Fluttershy pinched her eyes shut as tears streamed down her face and her body tensed up, Rainbow Dash put a foreleg around her to comfort her while the job gets done. With a determined gaze, Twilight's horn glowed a billowing magenta aura as did Fluttetshy's broken nose. It wasn't long before they her a sickening snap sound as Fluttershy let out a brief scream and immediately buried her face in Rainbow Dash's chest as she cried. It was agonizing for them to hear such a sweet pony like Fluttershy crying and in pain.

"Fluttershy, it'll be ok,'' Rainbow Dash said softly, rubbing her back to try to console her. "Come on now, let's take another look at that nose.''

Fluttershy nodded before lifting her head while covering her nose with a hoof. She soon brought her hoof away from her nose for her friends to see. It looked a lot better than it did a few moments ago now that it was straight, though blood did still ran out her nose and stained her yellow coat. "H-How is it now?'' Fluttershy whimpered, trying to catch the dripping blood with her hooves.

"It's fine, it'll be just fine Fluttershy,'' Rarity answered with a very sad smile.

Fluttershy just nodded before pinching her eyes shut as tears rolled down her face, covering her nose again. "Here take this,'' Pinkie Pie spoke up, taking out a tissue behind her. Apparently she still haven't lost her Pinkie antics even in this situation.

Fluttershy obliged as she took the tissue and covered her nose to stop the bleeding. "I need to lean my head forward,'' Fluttershy muttered with a few sniffs as she leaned her head forward and facing the ground. "It's best to let it drain out.''

As the rest of her friends continued to console Fluttershy, Quentin casted a glare at Chthon. He would dare harm Fluttershy, harm any of his friends? He gritted his teeth and growled under his breath.

"That pain is nothing compared to what you will face,'' Chthon spoke darkly as he raised a claw. "Now, what shall I break next and to whom? Pinkie Pie perhaps? Yes, she's far too happy for her own good. I'll turn the Element of Laughter into the Element of Screams.''

At this Twilight, Applejack, Rainbow Dash, and Quentin shot Chthon deathly glares as Fluttershy and Rarity looked horrified. Pinkie Pie coward backwards, trembling as she whimpered tearfully.

''No...Please no...''

"Let's see how you like it when I break something of yours you bastard!'' Rainbow Dash yelled but before she could take off at Chthon, she was stopped by Arcanus.

"Stop Rainbow Dash!''

This sudden outburst caught us all by surprise as Rainbow Dash argued. "Why should I?!''

Arcanus answered, not looking back at the seven ponies. His voice, they've never heard such anger, such furiousness in the wise unicorn's voice before. "Because he will not harm any of you again! Demon, you will face me now!''

"What?! Arcanus, you can't possibly take him on by yourself!'' Twilight tried to reason.

"Twilight's right, you saw what he did to the princesses, he'll kill you!'' Rarity added.

Arcanus lowered his head slightly before answering, "Then I'll welcome death if it means to extending your lives longer.''

Quentin and the others all gazed at Arcanus, amazed, saddened that he will fight possibly knowing full well that he will surely die. However, Chthon laughed out and spoke, ''Surely you jest! Two Alicorns couldn't even stand against my power. What makes you think that a mere unicorn could make such a difference?"

Arcanus growled, "Chthon, you claim to be all knowing. Then you must know…that I'm anything but a 'mere unicorn'.''

With that, Arcanus suddenly galloped towards the God as a surprising speed, shocking the seven friends greatly. When Arcanus came close enough, he then jumped high into the air, his horn aglow with a billowing bluish white aura as he gave out a yell. Chthon smirked evilly, and extending a hand towards Arcanus, but right as his horn touched Chthon's hand, there was a flash of crimson red and when it subsided, the two were gone.

"Wh-what happened? Where did they go?!''Rarity asked surprisingly.

Twilight looked on with a slight bewildered look before speaking. "Looked like some sort of teleportation spell. But I don't know who casted it, Arcanus or Chthon.''

Suddenly there was a bright flash of red from the outside and Rainbow Dash flew to the nearest window followed by Twilight, Applejack, and Quentin. "That light seemed ta have come from the city!'' Applejack said as the three ponies scanned the ruined exterior.

"What are we going to do?'' Fluttershy asked fearfully, still holding a bloody tissue to her nose.

"We go and help him that's what,'' Quentin answered with an unflinching frown.

Fluttershy and Pinkie Pie looked at each other uncertainly, but with fear. Pinkie Pie then bowed her head somberly as she began in an upmost melancholy, ''I know we should help him but...'' Pinkie Pie trailed off before she started to shake heavily.

Applejack, Rainbow Dash, Rarity, and Quentin looked at the pink pony, surprised by her sudden motion. "Pinkie Pie, what's-" the stallion began with concern in his voice as he slightly advanced towards her before Pinkie Pie continued, tears rolling down her face as she began to cry.

''It's just...after what he did to Princess Celestia and Luna. After what her did to Fluttershy, what he said he would do to me...I'm just really scared that's all. He really scares me!''

Fluttershy glanced at her friend as she too released tears from her eyes while Rarity looked at her on the verge of tears as she held a hoof to her chest. The rest of them looked on sympathetically until Twilight sighed and walked over to the crying pony.

"Pinkie Pie, listen to me,'' Twilight spoke softly.

Pinkie Pie sniffed as she looked into the violet eyes of the purple unicorn. "I'm scared too...I'm terrified. In a blink of an eye, our once beautiful world became a state of ruin. But you don't have to worry, because we're here with you.''

Pinkie Pie's looked at Twilight bewilderedly, as if she was trying to understand what Twilight meant by those words. "Twilight's right sugarcube. I know things are bad now, but we're together, an' that's how it's gonna be,'' Applejack added with a sad, caring smile.

"Hay yeah! And that's what friends do, we face bad together to the end!'' Rainbow Dash added with a tough but also caring expression.

Pinkie looked at Rainbow Dash, Twilight, Applejack, and Quentin before looking at Fluttershy, and Rarity as they smiled sadly at her and nodded, apparently moved by the words. After seeing the comforting smiles of her friends, Pinkie Pie nodded as she whipped away a tear with a slight, tearful smile.

''Right...you're right. I'm glad you guys are here with me.''

Twilight nodded with a kind, sad smile. "And we always will.''

Quentin just smiled faintly at the total display of friendship radiating from these, six special ponies. The bond they shared with each other was what he most loved about being here, a friendship that none on Earth could possibly encompass.

"Fluttershy, will you be alright?'' Rarity asked as she helped up Fluttershy.

Fluttershy nodded and sniffed, ''I think so, and my nose seemed to already begin to stop bleeding.''

As Fluttershy spoke, she tore off some of the tissue and tossed it aside as she stuffed the remaining tissue in her left nostril. Quentin then spoke up with a determined tone, ''Alright girls, let's go. Arcanus needs help.''

Before he could even turn to head down the hall, Applejack quickly stopped him, "Whoa, whoa not so fast Quentin!''

"What? What's the problem?'' Quentin asked, a bit irritated by the pony's restraint.

Applejack looked at him with a very forlorn expression. "It's jus' that...this is the worst enemy we've ever fought and...'' I looked at her, wanting to hear what she was going with this. "It's jus'...I think that it'd be best if ya stay here.''

Quentin couldn't believe what he had just heard as he just stared at Applejack before forming a deep frown. "And why the hell would I do that?''

Applejack's ears lowered as she gave the stallion an even deeper sad expression, "Well we're the ones with the Elements, so we have a way ta fight...you don't.''

"What does, that have to do with anything? I can fight without them!'' Quentin retorted, almost with a yell.

"Quentin, darling, you are very brave and we know you can very well protect yourself, but I must agree with Applejack with this one,'' Rarity added with a sad, desperate expression.

Quentin whipped his head at the beautiful unicorn with an outraged look. "What?! Rarity!''

Applejack bit her lip as she suddenly spoke out in a very pleading, tearful gaze, ''Quentin the last time you were with us ya almost died! I jus' don't wanna risk ya gettin' hurt or worst!''

His face fell in shock as he gazed into Applejack pleading eyes. It was clear that seeing Quentin's almost lifeless body at the hooves of Chrysalis really shook her greatly.

"I'm with Applejack and Rarity on this one too Quentin. We don't know what will happen from here on. We just don't want to take any unnecessary risks.'' Twilight spoke up with the same expression as Rarity. Quentin merely looked at her as she continued. "You've become a very dear friend to us, and because you're dear to us, we're asking, pleading that you stay here out of harm's way.''

As the human turned stallion looked into Twilight's eyes, he could see she was almost as pleading as Applejack was. There was a brief silence among them until Quentin turned his attention to Rainbow Dash who was hovering with a very distraught look. "Rainbow?''

Rainbow Dash looked away for a moment before hovering closer to him. "Quentin don't take it the wrong way. You're a great fighter, you really are, but I gotta agree with them on this one. It'll be best that you stay here because...'' Rainbow Dash's face became one of upmost sorrow. "Because if something happens to you, I would never forgive myself.''

Quentin just stared at Rainbow Dash for a moment before looking around to the rest of his friends. His face fell in a dishearten, somewhat hurtful frown as he asked quietly, ''And you all feel this way? Feel that I should stay behind?''

There was no answer at first, just his friends casting their gazes to different directions, each with a forlorn look. "It is probably for the best,'' Flutterhsy finally said meekly.

Applejack then approached Quentin and put a hoof on his cheek as she gave him a sad, tender smile. "Ya see Quen. You're important ta us, an' that's why we're asking ya ta stay back. We promised ta protect ya no matter what from now on. That's the honest truth.''

Quentin gazed into Applejack's emerald eyes. He felt a warmness and a shiver throughout his body as her hoof touched his face. Quentin felt touched seeing how right now, she and the rest were looking out for his safety, but as much as he was grateful for their protectiveness, he gently swiped Applejack's hoof from his face and muttered.

''Look, I appreciate your concern, I appreciate your willingness to protect me.'' Applejack and the rest look on in bewilderment as Quentin continued more loudly, defiantly. "But you just acknowledged me as your friend. And what kind of friend would I be if I just sit by and let you go into harm's way while I just sit here and do nothing? That's not going to fly with me! That's not how I do things!''

Quentin's outburst caught his friends by surprise and Applejack looked at him with a very melancholy look. As the stallion continued to argue with the situation, Applejack turned and closed her eyes, gritted her teeth as she muttered in a regretful tone, "I'm sorry Quentin.''

Before Quentin knew it, before he could react, Applejack had suddenly reared her back legs and struck him in the chest with a strong buck. Quentin let out a brief cry of pain as he was flown backwards and collided hard to the wall with great force and quickly fell to the floor on his stomach. Rainbow Dash, Twilight, Fluttershy, Rarity, and Pinkie Pie all had looks of shock on their faces, but were quickly replaced by regretful gloom as if they understood that if it was the only way to ensure their would stay back, then so be it. Quentin grunted from the pain he was feeling to his chest and weakly lifted his head as the earth pony felt his eyelids getting heavy. Quentin lifted his head until his weakened gaze fell on the woebegone faces of his friends looking down at him before everything went black and his head plopped back to the floor. Quentin's friends just looked on sadly at his unconscious body.

As Applejack gazed at her friend, she gritted her teeth while a few tears rolled down her face, as she began to cry silently. The last thing she wanted was to hurt him in any way. Rainbow Dash too had hurtful tears in her eyes as she glanced down at the stallion's body she began to advance towards him when Twilight walked forward and placed a reassuring hoof on Applejack's shoulders, tears at the corners of her violet eyes.

"It's okay Applejack. It was the only way to keep him here. We didn't want him to get hurt for us.''

Applejack said nothing, just wiped her eyes and nodded. "C'mon y'all, we need ta back up Arcanus an' quickly.''

Twilight frowned. "She's right. We can't waste any more time!''

The others nodded and before they left, they all took one last sad look at Quentin before with heavy hearts turned and galloped down the corridor and out the doors, armed with the Elements of Harmony.

A flash of crimson light appeared and Arcanus skidded a couple feet back before stopping in a firm stance. Chthon too had appeared, kneeling down with one claw on the surface of the ground before standing straight up, his four wings outstretching quickly causing a gust of wind to slide Arcanus back a few more feet. They had appeared in the center of Canterlot, a large, clear, heavily cracked street square with paths leading to different streets, the cold stone statues of the Canterlot inhabitants serving as the only audience to the powerful unicorn and god.

"Now Chthon… prepare yourself!'' Arcanus commanded, bowing his head slightly while taking on an offensive stance.

https://www.youtube.com/watch?v=gAwndQzZILU

Chthon looked down at him coldly before a wicked smile crept to his face and laughed briefly. "You honestly believe you stand even the slightest chance against me? You a mere, insignificant mortal unicorn pony?''

Arcanus lowered his head more and growled. "You may seem to be omniscient, but I'll give you a lesson and show you that there's nothing 'mere' about this mortal.''

With that, Arcanus was enveloped in a bluish white aura as his eyes began to go aglow with a white light. The aged unicorn grunted at the aura around him grew brighter, beginning to swirl around him like a cyclone as Chthon just watched on, an unworried, dark smile on his face with his arms crossed. After moments have passed, Arcanus let out a final cry and a burst of bluish white light erupted, causing a same colored wave of energy to expand on a single ripple. The energy quickly made way at Chthon, but it just passed through him painlessly, Chthon not blinking, flinching, or displaying any kind of emotion whatsoever. The light that had erupted quickly subsided save for the light that was now radiating from Arcanus. The bluish white aura shined in the same shape around the unicorn's body, stands of his mane magically flowing from the power of the aura while his eyebrows and beard were set ablaze by the aura. Arcanus raised his head and cast his gaze to the God of Chaos, still glowing in that mysterious white light.

Chthon, however didn't seemed impressed in the slightest who had frowned darkly before smirking, "So, this is your true power then is it mortal?''

Arcanus glared deeply at Chthon and spoke, "Yes demon. And now, I'm am far beyond the level of a mere unicorn!''

Chthon responded by giving the powerful unicorn a dark, deathly stare and growled, ''It matters not. A meaningless increase in power from a being beneath me is still meaningless. Though...'' Chthon then chuckled wickedly. "I do look forward to your agony.''

Just as Chthon said those last words, he suddenly pointed a finger at Arcanus and fired a crimson colored beam of energy right at the unicorn. It was fast, almost in a blink of an eye and it hit Arcanus square in the chest, impaling him through. Arcanus grunted in pain as the attack sent him flying backwards, however before he hit the ground, his body disappeared in a flash of light. Chthon frowned and gave a short snort, his nostrils flaring. Suddenly, a bright, bluish white light shone from behind him as Arcanus had reappeared in the air behind the God. He gave a brief yell as he fired a rather massive beam of magic at Chthon. Chthon just stood there and furrowed his eyebrows as he muttered darkly.

"Pathetic.''

His eyes then stared to glow a dark reddish black, fiery color and almost instantly, a red and black, spiraling wormhole appeared between him and the attack. Instead of the beam hitting Chthon, it was absorbed into the wormhole. It wasn't even a minute before the attack was completely swallowed and the wormhole disappeared.

"What?!'' Arcanus responded in shock.

In an instant, Chthon suddenly appeared in front of Arcanus and grabbed him by the throat. The unicorn, gagged loudly as the chaos god lifted him in the air as his massive wings flapped steadily. Arcanus pinched his eyes shut as he choked in Chthon's grasped. "T-Teleportation?!''

Chthon then smirked malevolently, ''No. I was simply moving at a speed far beyond your mortal eyes could see.''

"What?!'' Arcanus replied in disbelief. "It was in a blink of an eye, how can anypony be that fast?!''

Chthon gave Arcanus a menacing smile, ''Because I can be as fast as I wish to be. For I am not just anypony...I am a God.''

Alost immediately after making that statement, Chthon suddenly flung Arcanus downward towards the ground at a frightening rate. Arcanus gave off a brief yell as he rocketed towards the grown. However, right at the last minute before he collided hard to the ground, he disappeared in a brilliant flash of light. Chthon furrowed his eyes and spoke, "There you are.''

Chthon's eyes then glowed a fiery, dark, reddish black aura as a same colored beam of energy burst from his eyes. The beam then fired at a zig sag formation around him and up towards the skies as great speed until finally it met its target as Arcanus suddenly cried out in pain as he was struck by Chthon's attack. After a brief explosion from the beams, Arcanus fell from the skies and this time hit the ground hard. Arcanus grunted with pain as he struggled to get up. Chthon's attack had inflicted with great power, the aura around him couldn't hide the singes and burned area on the chest of his cloak. Chthon turned to him and began to walk towards the injured unicorn.

"It is futile. Your fate has already been decided. You have no hope to even injuring me, let alone defeat me,'' Chthon said darkly as he came across a Canterlot pony statue and walked on top of it, carelessly crushing the statue to pieces with his cloven foot as he advanced towards Arcanus.

Arcanus grunted as he growled through gritted teeth. "I'm...ugh...I'm not done yet demon!''

"I beg to differ,'' Chthon responded right before he raised a hand and fired a large, dark red and black ball of energy right at the injured unicorn.

Arcanus gritted his teeth and lowered his head further as the god's attack came at high speeds before hitting him, causing a large explosion to erupt on the spot. The some cleared as Chthon continued his advancement to the sight and when he finally came to the spot of the explosion, Chthon coldly gazed downward to see the body of Arcanus, heavily singed, motionless, and the bluish white aura now gone. Chthon continued to leer down at the body and he snarled.

''Substitution spell…I suspected such a fruitless attempt from a plebeian being such as him.''

Sure enough, almost immediately after he said that, the body laying at Chthon's feet glowed a bluish white light before bursting into tiny balls of light which scattered and quickly disappeared. Suddenly the same colored light began to shine behind Chthon and he turned around casually, an uncaring, deep frown on his face. Yards away in front of one of the paths, Arcanus had reappeared. He still had the singed area on his chest from where he was hit, but he now had a trickle of blood running from his nose. The aura around him shone brilliantly and grunted as a white-blue, mystical, glowing sigil appeared on the ground beneath him. The sigil was circular and had numerous arcane symbols and shapes within it.

Arcanus continued to power up as the aura now swirled around him like a cyclone. Then, Arcanus stood on his hind legs and called out, "By this spell I call you! I need your assistance!'' With that outburst, Arcanus slammed his forelegs back onto the ground and a blinding light erupted into the area. The light did nothing to impede on Chthon's vision and he furrowed his eyes as an inferno of bluish white fire like energy erupted around the powerful unicorn. From the energy, a massive creature rose from the explosive energy and landed on the ground and caused a tremor. The creature was horse like in appearance, a unicorn in fact. It had a mane that was styled in a standing Mohawk with three large locks of hair falling to the left and right side of its head, each one tied.

Around its chest was an armor similar to Celestia's except it protruded in front of it slightly with large, round bracelets on the upper part of its forelegs. On its forehead, a gargantuan horn protruded from it in a rather unique shape, with the end pointed outward. It had a rather short tail with a large patch of hair at its tips along with excess fur on its legs and shoulders. The creature was aglow with the same colored aura that was around Arcanus with white, glowing eyes and it stomped the ground and let out an earthshattering roar, but Chthon was unfazed.

"So...you've decided to perform a summon have you? It's just as pitiful as you.''

"Let's just see how pitiful this summon is! Now attack Tau Ixion!" Arcanus commanded.

At this, the summon let out another roar as id stood on its hind legs before stomping them on the ground. Immediately, the tip of its horn began to glow brightly as massive bolt of blue white lightning fired towards Chthon. Chthon gave a short growl and right before the lightning hit him, he fazed away. With its intended target gone, the attack instead it a building, causing a large explosion that caused the building to come crashing down. High in the air, Chthon reappeared as his wings flapped steadily. Arcanus' summon noticed him and with another roar it began to charge into the air and towards the God of Chaos. As it charged, the tip of the horn glowed brightly once again and fired another massive bolts of lightning at Chthon.

Chthon growled and he extended an arm with his index and middle fingers pointed towards the incoming attack. It wasn't long before the bolts electricity had met with Chthon's fingers. However, though the attack hot, Chthon did not display any signs that he was in pain or was even taking any damage. Bluish white electricity surged along his fingers and hand until finally the bolts of lightning's current was absorbed into his fingers and disappeared. Arcanus growled in irritation as electricity cracked along Chthon's hand. Suddenly in a sudden turn of events, Chthon flew downward, descending closer to the charging summon spell. As quickly as Chthon acted, when he came upon Tau Ixion, he clutched his fists and the god delivered two, powerful punches to the beast's face, sending it hurtling towards the ground at a fast rate. The summon roared in apparent pain and crashed down onto the ground, the impact making a slight crater.

"Tau Ixion!'' Arcanus called out, concerned for his summoned ally.

Chthon descended towards the earth before landed softly on the ground, a dark frown upon his face. Tau Ixion struggled to stand, but managed to get on its feet and when it locked eyes with Chthon, it gave off another roar and charged at him again.

"It's time I do away with this pathetic excuse for a summon,'' Chthon growled and before Tau Ixion could attempt an attack, Chthon suddenly whipped his arm upward along the body with his index and middle finger extended, a slashing noise sounding as he did so.

Immediately, the summon began to roar and stand on his hind legs as it shook its head vigorously as if it had just been slashed with an invisible sword and was in great pain. Tau Ixion gave out one last roar of pain before it suddenly collapsed into a massive plume of blue white energy.

"Ixion no!'' Arcanus called in horror that his summon had been destroyed.

Chthon responded by taking the hand he had used and gestured it inward towards him. The plume of energy then began to draw itself towards Chthon until he suddenly quickly whipped his hand outward, instantly the energy erupted into a bluish, white, fire like wave the fired all around including towards Arcanus. Many stone statues were destroyed by the attack. Arcanus tried to evade, but the attack was just too fast and he was blasted back with great force. Arcanus gave of cries of pain as he rolled numerously and violently before finally coming to a stop. When the energy had quickly dissipated, Chthon lowered his arm and gave the unicorn a disgusted look, before forming a sick, twisted smile.

"Is that really the best you can do Arcanus?" Chthon mocked as he began to walk towards the injured unicorn. "I suppose in comparison to the other lessers of this world, at least in unicorn sense, you would be the most powerful. So this is the power of a teacher of Celestia and Luna? The power of he who has been christened the Unicorn Supreme? How disgraceful.''

Arcanus grunted as he struggled to his feet. "You haven't beaten me yet Chthon. You haven't seen what all I can do.''

As Chthon drew nearer to Arcanus, the unicorn's horn began to glow. Arcanus gave off a loud grunt as suddenly five large, bluish white, glowing swords suddenly appeared in the air above Chthon. The god stopped where he was and gave Arcanus a dark smirk. With a short yell, Arcanus whipped his heard upwards then quickly and sharply downward. The swords then descended quickly down towards Chthon. Chthon stood there not even caring that the attack was coming towards him and right before the swords could strike their target, Chthon's four wings suddenly folded and wrapped themselves around the dark entity, completely concealing him.

The swords came down and finally made contact with the concealed Chthon, each one sinking into the deity's flesh. Arcanus raised an eyebrow as if he was somewhat shocked that his attack actually made it through.

"I actually hit him?!'' Arcanus thought to himself. As he stared at the skewered Chthon that didn't move an inch, Arcanus' face fell into a deep frown. "No...Not after everything he's done until now.''

Sure enough, an evil chuckle reverberated from the wing covered God of Chaos and parted part of his feathered wings to reveal his unholy red eyes leering at Arcanus. "It's laughable really.''

Chthon then unfolded his wings and stood straight up, but as he did so, his body moved effortlessly through the swords, not a cut or slash anywhere in his flesh. Arcanus looked on with his mouth slightly ajar, the swords protruding from his body but not inflicting any pain whatsoever. As he stood up, a sword was sticking from his left shoulder, one sticking diagonally from his right hip, one sticking through his stomach, one impaled through his throat, and the last sticking out his left arm. With a chuckle, Chthon, snapped his fingers and in a dark red, fiery flash of light, all the swords vanished, saved for the one still embedded in his shoulder. Arcanus gave Chthon bewildered look before frowning.

"As suspected, you've just been toying with me.''

"As much as I love killing mortals, toying with them is just as enjoyable...almost of course,'' Chthon spoke as he raised his right arm, grabbed the glowing sword on its hilt and slowly began to unsheathed it from his flesh until it was fully out, his shoulder not displaying so much as a cut. "You really, truly believed that with your power so beneath me could actually harm me?'' Chthon taunted, giving the hilt a light squeeze.

Almost instantly, the sword erupted into red flames with quickly subsided to reveal a darker, more sinister looking glowing sword that was black with red lining. Arcanus growled as Chthon smirked. "Let's see if you're just as gifted.''

Chthon then gave a quick slash motion downward and before Arcanus could react, was hit in the shoulder by a black and red, crescent shaped energy from Chthon's slash. Arcanus cried in pain as he was thrown back and hit the wall of a building. Arcanus fell to the ground and immediately brought hoof to the area he was wounded, still crying out from the excruciating pain he was enduring. Arcanus gritted his teeth and grunted in pain as he held his hoof over the wound, blood gushing from his shoulder, around his hoof, and dripping down his cloak. Chthon smirked evilly and spoke.

''Well, I guess not. Let's see want another attack like that would do to you.''

Arcanus gritted his teeth and glared at Chthon as he again made a striking slash motion with the sword, this time in a horizontal motion. Another dark, crescent shaped energy slashed through the air and towards Arcanus. "Not...this time!'' Arcanus seethed and his horn glowed and before the attack could hit him, he vanished in a flash of light.

Chthon's attack instead hit the building, cutting it right in half and the building came crashing down, causing dust to cover the area. As Chthon put his arm down, there was a flash of light and the god turned to see a terribly injured Arcanus, breathing heavily as he continued to press down on the gushing wound, the blood easily visible on the aura covered unicorn.

"You and your teleportation spells,'' Chthon chuckled darkly as the sword disappeared in fiery plum.

Arcanus gritted his teeth and looked at the gash on his shoulder. "I've…ugh…I've got to heal this wound or else. I've already lost a lot of blood,'' Arcanus said to himself.

His horn glowed with that brilliant bluish white light as did the wound on his shoulder. A moment later, the light from both the injury and Arcanus' horn subsided, but to Arcanus' surprise, he still had a gash which blood continued to flow gratuitously from it. "W-What is this?! Why isn't my healing spell working?!'' Arcanus asked out loud, but then winced in pain.

Chthon laughed darkly as he began to advance towards Arcanus. "No being of a lesser species can undo any damage done by me. For nothing on this planet has power that even comes close to mine.''

Arcanus growled and shouted, ''Wretched, arrogant fiend!''

Arcanus' eyes suddenly burst with light as his horn glowed brilliantly. He then whipped his head upward and almost instantly, a massive pillar of water erupted from the ground behind him. The pillar of water rose high into the air as Chthon just watched with an unworried, dark smirk. With a loud grunt, Arcanus whipped his head down and the water began to snake its way downward towards Chthon. The water attack was fast and it wasn't long until the pillar slammed into the god. There was a massive splash of water as it collided into Chthon, but the splash was quickly replaced for the instant Chthon was hit, the water turned to solid ice, freezing Chthon alive.

The glow to Arcanus' horn and eyes lowered as he began to breathe heavily. He stared at the massive structure of ice that now encased Chthon and froze the area around him. Arcanus fell onto his haunches and grunted in terrible pain.

"That...ugh...should hold him for a while at least. Until then...maybe I can UGH!'' Before Arcanus could finish, a large, five-fingered claw burst from the ground underneath him and grabbed him by the throat. Arcanus choked loudly as he put his good foreleg around the claw in hopes to pry it off, but to no avail. It wasn't long before the rest of Chthon rose up from the ground.

"Surprise.'' Chthon mocked as Arcanus began to choke in his grasp. "What's the matter, cat got your tongue?''

Arcanus said nothing, just continued to gag and tried to pry Chthon's grip from his throat. With a wicked smirk, Chthon then began to flap his wings and took to the skies, taking Arcanus with him. After about a hundred feet in the air, Chthon finally stopped, his four wings beating steadily. "I do believe that is all that you will be able to do unicorn,'' Chthon said, tightening his grip around Arcanus' neck further, causing him to gasp even louder.

Arcanus clenched his teeth as he shot the god a deep glare. "We'll...see Chthon! 'Arcanus managed to gasp out.

His horn then began to glow brightly as he prepared another spell. But before he could finish, Chthon gave his throat a squeeze, followed by a sickening crack sounding. Immediately, Arcanus writhed in tremendous pain and spat out a glob of blood. He tried to scream, but no sound came out, but it was clear he was in excruciating pain and the glow from his horn quickly ran out. Chthon smirked malevolently, savoring every second Arcanus was in pain. Blood flowed heavily from his mouth as he gritted his teeth.

"Forgive me, but I am very old so I'm afraid you must speak up,'' Chthon spoke, faking a look of difficulty to hear as he leaned his head forward a little with his free hand over his left ear.

Arcanus said nothing, just spat out another large quantity of blood. "Can't speak? I suppose that's what happens when your throat's been crushed. Though I must admit it was probably not the best action I could've done. Now I won't be able to hear your agonizing cries of pain.''

Arcanus gritted his teeth with his glowing eyes in the form of a deathly glare. Chthon's wicked smirk then fell into a dark frown as he spoke, ''Such a pathetic creature you are. Challenging me thinking you even had a chance to defeat me, me the Lord of all darkness and chaos. But...that wasn't the reason you stood against me wasn't it?''

Arcanus continued to give the god a hateful glare as Chthon continued. "You might not be able to speak, but I can read our mind. You opposed me out of the pitiful illusion of further protecting those six champions of harmony from my wrath. Such a futile attempt. Your efforts were in vain, for you only delayed their deaths.''

At those words, Arcanus' eyes softened a bit. His eyes now had a mixture of a glare and a sad regretful expression. Chthon brought Arcanus closer to the pointing their muzzles were almost touching.

"There's nothing you can do to protect them from my power. All those that fight for the light of order shall burn at my feet. You, a mere fragment of triviality that isn't even fit to be the dust beneath my feet could've done nothing to change that certainty.'' Chthon said.

Arcanus' eyes twitched slightly as Chthon's words echoed in his mind as he was having the life choked out of him. "Their deaths are absolute and inevitable, just as our death is now. It's been a forever since I've actually feasted on the soul of a mortal. You, Arcanus...'' Chthon then licked his lips grotesquely as a sick smile crept upon his face. "You shall have the upmost honor of being the first in ten millennia to be devoured by the Lord of Chaos.''

With those words, Chthon's eyes glowed a dark red and leaned his head backwards as a black and red mass of swirling energy came out of his mouth. Arcanus widened his eyes in shock and fear as the energy rose up and before he could even attempt to resist, the dark energy slammed into his face and covered it. Arcanus shook violently as the energy continued to obscure his face when suddenly the energy began to rise from his face, along with a glowing, white light that came out of Arcanus eyes and mouth. As the dark and light energy's continued to rise out of the unicorn's body, Twilight, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity had suddenly appeared and gazed up with looks of shock and horror as they witnessed Arcanus' soul being sucked right out of him.

"Arcanus no!'' Twilight shouted in despair as she and the others watched frozen in their places.

Hearing Twilight's cry, a glowing tear escaped Arcanus' eye as he sadly thought, ''Forgive me Celestia. I've failed. Starswirl…my son...I…''

With that last thought, the last bit of Arcanus' soul was ripped from his body and was quickly sucked into Chthon's mouth. With the deed done, Chthon snapped his mouth shut, white glowing particles scattering around his mouth and leaned his head forward again, a dark, satisfying smirk on his face as the glow in his eyes ceased. Almost immediately after Arcanus' soul was ripped out, the bluish white aura that surrounded his body faded as his body went limp and lifeless in Chthon's grasp. The six ponies on the ground stared up in horror as Rarity spoke fearfully.

''His not moving. W-why isn't Arcanus moving?!''

"Is...Is he...'' Fluttershy began with a scared stutter.

"No...'' Twilight uttered sadly.

Chthon chuckled, ''Delicious.''

Chthon released his grasp from around the lifeless Arcanus' neck and he fell downward. However about halfway towards the ground, Arcanus' body briefly glowed a white light before dispersing in tiny small balls of white light which flew up into the sky and disappeared.

"I can't believe it, he got Arcanus too!'' Rainbow Dash said flabbergasted.

"What are we going to do now?'' Pinkie Pie asked with fear.

"Now you meet the same fate as his.'' Chthon answered, gazing down at the six ponies with his arms crossed.

The six immediately tensed up and Rainbow Dash called out boldly, ''Yeah just try it ya ugly, dog pony freak!''

Twilight glared and growled, ready to fight. "You'll going to pay for what you've done Chthon!''

"I have my utmost doubt in that. Your precious princess combined couldn't defeat me. What hope do mere specks of dusts like you even have to challenge me?''

Applejack then barked, ''All ya ever do is talk. Why don't ya quit yer yappin' an' face us if yer so tough!''

Chthon's face fell in dark disgust as he growled, ''After all you've seen me do, you still haven't learn. Very well then, I will show you first hand of the horrors I will wrought.''

With those words, Chthon's eyes glowed an unholy red. Immediately, Twilight, Applejack, Fluttershy, Pinkie Pie, Rainbow Dash, and Rarity all cried out briefly while their own eyes glowed the same color as Chthon's. Suddenly everything went blood red while they became black with white outlines. Images raced through each of the ponies' heads, horrific, ghastly images. Images of ponies being slaughtered in various gruesome ways were shown in their minds. Screams of ponies being killed rang out in their ears. Ponies were in brutal combat with each other, fighting to the death. Fire, so much destructive fire enveloped the lands. Destruction, death, pure chaos were racing around them.

Suddenly, hooves burst from the ground as several, undead rotting ponies emerged from the earth and ensnared them. The six bearers of the Elements screamed in pain and horror as the undead ponies began to each at their flesh. Chthon was in the air, he too had become black with an evil smile on his face. With a dark chuckle, he conjured six, crude looking, razor sharp knives and held them between his fingers. As Applejack, Rainbow Dash, Twilight, Fluttershy, Rarity, and Pinkie Pie continued to scream. Chthon's chuckle developed into a demonic laugh as he through the knives towards the six, sending them soaring downward until the knives impaled themselves right through each other heads, ending their screams abruptly.

All six ponies' eyes were shot open, their mouths hanging down as they stood in the places frozen. The redness of the environment suddenly turned back to normal along with each of their normal coloring. The hellish, chaotic imagery as well as the undead ponies and the knives in their heads and the injuries they received evaporated away as everything went back to normal. Chthon hovered in the air with a sinister smile on his face as the six, horrified looking ponies just stood there in their places until finally they collapsed onto their haunches.

They began to shake violently in shock and terror from the illusion that were brought before their eyes. Even Rainbow Dash was disturbed beyond all reason and shook. Fluttershy shook the hardest, tears streaming down her horror stricken face and looked like she was about to be sick and sure enough she heaved forward and vomited onto the ground. The others didn't react to this, either they didn't notice or they were just paralyzed with fear to react. Chthon let out a laugh.

''What's the matter Elements of Harmony? Where's your brave talk you so boldly spoke out a moment ago?''

The six didn't responded, just continued to shake in their places. Chthon gave them a dark, sly smirk and raised an eyebrow as he spoke, ''No? Well I think I'll give you one last demonstration that opposing me is as futile as breathing life out of your nostrils.''

Chthon raised his arms to the side. A moment later, a basketball shaped sphere of glowing white energy appeared a few inches from his left palm. "Behold, the power of light.'' Chthon spoke, gazing darkly down at the ponies.

Inches from his other hand, a same shaped sphere of dark, black and purple energy appeared and Chthon finished, ''And the power of darkness.''

Chthon then lowered his right arms and fired the white sphere downward at the six ponies and impacted upon them. The ponies screamed as the sphere expanded until it completely engulfed them. Chthon then lowered his right arm and shot the dark sphere of energy down at them and merged with the white sphere, turning it into a massive, chaotic sphere of black, white, and purple as white electricity surged in the center. From the inside, the six screamed in terrible pain as the sphere continued to do damage to them. As the screaming continued, Chthon commented uncaringly.

''Aw, do you want off my little ride I set for you?''

With those words, the sphere suddenly exploded and dispersed, causing a crater to form in its place. In the crater were the bodies of Applejack, Twilight, Rarity, Rainbow Dash, Fluttershy, and Pinkie Pie, motionless and unconscious as they laid on the ground. Their coats and manes were heavily singed and unkempt from the powerful attack, their Elements askew on their chests and Twilight's head.

"Light and Darkness appear to be opposites, never together in the same place at the same time. Only I can bring out the purest forms of these forces. I would ask what would happen if these two were ever brought together, but you don't have to imagine the outcome. At the same time you were struck down by the very darkness you tried so foolishly to vanquish. And at the same time you were smitten by the very light you pathetically held so dear.''

Chthon lifted his head and looked at an unspecified direction, the winds picking up as his mane and ponytail flowed. "I do believe I've wasted more than enough time dealing with the likes of you six. Not to be rude, but I do have an entire world to plunge into damnation so you can understand. So stay there broken and except your fate and pray that you drift off into eternal slumber as I tear this planet inside out.''

Chthon inhaled deeply before exhaling. "Such a glorious day for chaos.''

With those words, Chthon disappeared in a dark red, fiery flash, leaving the six, defeated ponies alone in the center of a destroyed, dead Canterlot. Down far away in Ponyville, Chthon reappeared in the fiery, orange tinted skies high above the destroyed town. "But first, I think I'll create a monument. One that will be a symbol for my power and a remembrance of this day of destruction.''Chthon said as he gazed around the decimated Ponyville.

He then raised his arms, as he did so his hands were engulfed in a crimson red and black sphere of energy. As he raised his hands in a triumphant fashion, a low rumble began to sound, getting louder and louder each second, and the ground shaking vigorously. Then at the very center of the town, the ground beneath the town hall began to rise as the building began to crumble and fall apart. Suddenly, the town hall collapsed and crumbled the ground as a massive structure of rubble shot from the ground and rose quickly upwards into the fiery orange and red skies. Chthon watched on with a sinister smile as the structure continued its ascension. Higher and higher it rose. A hundred feet, two hundred feet, three hundred feet it rose until it disappeared into the burning clouds, but still it rose.

As it grew, the base grew wider and wider, stretching the ground and destroying any pony statues that stood in the way. Finally after what seemed like forever, the structure slowed until it finally came to a stop. By this time, a large portion of the center of Ponyville was destroyed by the construct, massive spikes of rubble and earth sticking outward from the base. It appeared to be a dark tower of sorts, standing tall, crude, dismally that was visible from miles on end save for upper half that disappeared into the orange, red skies. From the base, a wide staircase began and rose up high and quite possible to the very top of the tower. With his work completed, the spheres around Chthon's hands faded and he gave off a wicked chuckle.

"Yes, that will do just nicely. From the top of this monument of destruction I shall lay my wrath upon this world. I'll let the world know that the Dark One has returned once again!'' With a last laugh, Chthon disappeared in a fiery plume, his dark tower standing tall among his newly destroyed, chaotic world.