It was pitch black...nothing...nothing buy darkness until slowly, weakly, but surly a pair of eyes began to open. She peered through her eyes, her vision blurry from the slumber she had just awoken from. How long was she asleep or unconscious maybe? Days? Weeks? Years? She blinked her eyes slowly as her vision began to come back into view. From what she could see so far, she was staring at what looks like the ground. She groaned and blink slowly a few more times.

"W-What...?'' Celestia spoke groggily.

Celestia shook her head in an attempt to rid herself completely of her disorientation and opened her eyes again with her vision completely restored. "What...what is this?'' Celestia gasped in shock.

She looked around to find that she was in what looked like a castle dungeon. The dungeon was dark, yet had a slight transparent look to it, similar to the structures in Biblio Templum. The dungeon was simple in structure, large, spacious, in round. However, there was no ceiling or roof which exposed a dark, reddish black space like atmosphere with white stars. Though Celestia couldn't see it, the dungeon was situated on a small mass of a land like structure, with pools of mysterious, red, mystical liquid that seemed to flow between the rocks and crevices and fall from the mass continually and endlessly down a bottomless space. Celestia was dimly aglow with a white aura matching her coat. Celestia's eyes darted around quickly as she tried to make sense of the strange environment she was now in.

"What in Chiron's name?! How did I- ugh!'' Celestia spoke out when she suddenly grunted and gave a brief cry of pain.

To her horror, Celestia was being held up with her forelegs outstretched by twelve large hooks with chains coming from the wall she was at. She had two hooks embedded in her wings, her forelegs, her shoulders, and her thighs. Celestia looked at herself in utter disbelief, unable to speak. Her eyes then wondered to her left and fell upon the body of her sister Luna, her head bowed in unconsciousness.

"Luna! Oh my God. Luna can you hear me?!'' Celestia called frantically to her younger sister, not caring for the pain she felt as she moved.

Like Celestia, Luna was being held up by hooks with chains in the same places as hers and she too was dimly aglow but the glow matched her dark blue coat. "Luna!'' Celestia cried out again.

This time, Luna groaned and shook her head groggily before she weakly began to raise her head. "Celestia?'' Luna asked weakly.

Celestia let out a small cry of relieve as she began to tear up a little. "Yes, little sister. Are you alright?''

Luna groaned. "I...believe so I ugh!'' Luna then winced from the pain from the hooks in her body.

This caused Luna to lose her grogginess completely as she darted her eyes to her hooked, forelegs and wings. "W-What is this?!" Luna sharply looked at her sister frantically. "Celestia, why are you like this?! Why are we like this?! What is going on?!''

Celestia shook her head sadly, ''I don't know Luna. The last thing I remember was...'' Celestia then widened her eyes as she finally came to a terrible realization. "Chthon!'' Celestia frowned. "We were fighting Chthon.''

Luna gasped lightly before she too frowned darkly. "Yes I remember Celestia.''

Luna's eyes wondered to her right and she saw the unconscious body of Queen Chrysalis, hanging from hooks from her body just as they were. At this Celestia and Luna glared deeply at her and Luna growled, ''It was because of that wretch. She foolishly freed Chthon with the Cosmic Gems. He defeated her, then we fought him, and...'' Luna voice then trailed off and she looked at her sister with somber look. "Sister...we lost didn't we?''

Celestia looked into her sisters crestfallen eyes and looked away and closed her eyes. "Yes Luna we did. It's unfortunate, but we fell at Chthon's power.''

Luna just stared at her sister in disbelief and she slowly turned and stared at the ground. Luna uttered. "So...are we...dead?''

Almost immediately after Luna's question, a dark, demonic voice answered out in reverberation to answer her question. "Yes, so to speak.''

Immediately, Celestia and Luna looked around in alarm, unable to see the source of the voice. The voice then changed to a dark laughter the echoed throughout the dimension and he spoke again, ''Up hear.''

Instantly, Celestia and Luna cast their gaze upon starry skies and in a burst of reddish black flames, Chthon appeared in a massive form, his size far exceeding that of the dungeon, effortlessly propping himself up as he hovered in the endless space.

"So, you've finally awaken from your slumber. I hope you've had a pleasant rest?'' Chthon chuckled tauntingly as he crossed his arms onto the edges of the ceiling and rested his head casually in his arms. Celestia and Luna glared up at the god.

"Chthon…'' Celestia growled.

"I couldn't help but notice how hooks are grotesquely protruding from your bodies. The discomfort...the pain... it must be maddening? Good.'' Chthon chuckled sadistically.

"Enough! We are ready to fight you again if we must demon!'' Luna barked.

Chthon responded with a dark leer as he spoke, ''You're not in a position to make such brave words little speck.''

At this Celestia barked, ''Do you think that these chains can stop us?!'' Celestia then lowered her head to try to use her magic, but something was wrong. Her horn didn't glow that brilliant golden aura it usually did. "W-What?! What's going on?! Why won't my magic work?!'' Celestia asked in great bewilderment and alarm.

Luna too tried to use a spell, but her horn failed to glow and she stared at her sister in shock, ''I-I can't use spells as well. What sorcery is this?!''

At their futile attempts to do spells, Chthon chuckled darkly and Celestia and Luna shot him up glares. "You! What have you done to us Chthon? Why can't we use our magic?'' Luna demanded.

"It seems that you've forgotten. But fear not, it would be my pleasure to remind you of what happened.''

Chthon then extended an index finger and waved it around in the air in a circular motion, causing red smoke to appear in a round shape. Celestia and Luna looked on with bewildered frowns as the center of the mist cleared to reveal misty images of themselves. The two regal sisters widened their eyes in shock.

"What's...'' Luna began.

Celestia and Luna were watching their own battle with Chthon. Celestia saw her own, beaten body with broken wings and soon the images of Celestia and Luna were engulfed in a crimson red aura. Soon after, the two were enveloped in red spheres of energy each with two black, intercepting ellipses that soon suddenly imploded, bringing the end of the vision and the red mist evaporated. Celestia and Luna looked on dumbfounded as Chthon smirked. After about a moment after drinking in their defeat, Luna spoke gravelly.

''So it's true? Then…then we really have perished?''

Chthon chuckled, ''As I said before, you are only partly correct.''

Celestia glared up at the god and said forcefully, ''What do you mean? Tell us, what have you done to us? What is this place?''

"It would seem like you don't have all the answers after all, how lowly for you.'' Chthon then lifted his head and gazed around in the red black, starry space. "This dimension you are now in is known as the Astral Plane.''

https://www.youtube.com/watch?v=06qqxA2Hf8Q

Celestia and Luna looked at each other with shock. "The Astral Plane?!'' Luna repeated in disbelief. ''You mean...''

"Correct. The realm of the spirit. The betwixt of the afterlife and the material world, though I gave it my own personal touch of darkness. Think of it as a sort of limbo as you will. You are not truly dead, so you haven't received the permission to move onward. And since your physical bodies were destroyed you've been denied to go back to the realm of the living, you are simply here, lingering...existing.''

As Chthon explained, he was taking pure, sadistic delight and Celestia and Luna growled under their breaths. "Ah, and I think we have another guest to join us. This is certainly turning into quite a get together isn't it?''

Chthon gestured his claw at the right of Celestia and in a flash of white light, Arcanus appeared on the ground, motionless, his body dimly aglow with a light blue aura. At this, Celestia and Luna gasped. "No, Arcanus!'' Celestia uttered under his breath.

Chthon smirked and snapped his fingers. Instantly, hooks with chains erupted from the wall behind him and embedded themselves into his forelegs, shoulders, and thighs, lifting him upwards in the same, bipedal position as Celestia and Luna.

"Arcanus?'' Celestia uttered out again, to which Arcanus still didn't answer.

Luna whipped her head at Chthon and spat, "Accursed relic! How dare you treat such a distinguished unicorn like that?!''

Chthon gave a princess of the night a curt replied, ''I dare to punish whoever I please that's foolish enough to stand against me. Like that pitiful fool hanging on the wall.''

Chthon suddenly burst in a massive plume of dark purple smoke that snaked its way through the air and down into the dungeon. Upon hitting the ground, the smoke materialized back into the image of Chthon, now at a size just twice that of Celestia's.

"It was pathetic really. Fighting me, and for what cause? To ensure the survival of the so called bearers of the Elements of Harmony? He failed, just as you failed to fight to ensure the survival of your world.''

Celestia and Luna gasped loudly with wide eyes at the statement that Chthon made. Their world was destroyed? No, impossible they didn't believe it. "The world is...destroyed?!'' Luna uttered in fear and disbelief to only Chthon just chuckled that dark chuckle.

Celestia shook her head in denial as she spoke, ''No...No it can't be you're lying!''

Chthon smiled evilly at the princess of the sun as he walked towards her. "Am I? For if I can recall, you've read a prophecy not too long ago is that not?''

Celestia and Luna didn't answer, just stared at Chthon with horrified expressions as he continued. "As said, when the six gems of chaos calls upon the king, the end of all mortals, the end of everything. I am the king the prophecy spoke of. And after I defeated the both of you, I destroyed your entire world. Now it's a burning, chaotic realm under my complete control. Just as fate had so decreed.''

"No…no it can't be!'' Celestia said as tears quickly came to her eyes and rolled down her face. "Everypony is dead? My subjects, the Elements of Harmony...Twilight Sparkle?''

Luna too had tears streaming down her face as she hung her head and wept. "And Quentin? No...My first true friend...the first to have truly shone appreciation for my night...is dead? It can't be!''

Seeing the two princesses in distress caused Chthon to laugh lightly as he went over to Luna. "Come now Luna what's the matter? Are you grieving over a dear friend you may have lost?'' Chthon said tauntingly, grabbing Luna lightly on the face and lifted her head to where she was looking at him.

At the gesture, Luna gave Chthon a tearful glare and Celestia suddenly shouted, ''Get away from my sister demon! Don't you dare touch her!''

Chthon then leered at Celestia coldly, seeing tears streaming endlessly down her face along with an outraged look. Chthon released Luna's face and went over to Celestia. "If it's your precious people you're worried about don't. For you simply have to look upward to see them again.''

Celestia and Luna frowned at Chthon bewilderedly. "What are thou talking about?'' Luna asked forcefully.

Chthon just smirked at the princess of the night and gestured his claw upward. Following his gesture, the two sisters looked upward and their eyes widened in shock. High into the space, countless balls of yellow light were floating aimlessly about. However, it was inside the balls of light that terrified them. Inside each of the balls were the bodies of ponies, curled up with their eyes closed, apparently unconscious.

"W-What is this?!'' Celestia asked out loud, staring at the balls of light.

Luna gasped, ''Sister, I recognize some of those ponies! There's Fancy Pants! And Stardancer!''

"Jet Set, Uppercrust, even Prince Blueblood!'' Celestia spoke in terror, seeing some of the ponies that resided on Canterlot.

Though she knew that Blueblood's attitude was anything but prince like, she knew even he didn't deserve such a fate Chthon cast upon him. "Wait, some of those ponies I've seen in Ponyville!'' Celestia added as she looked on frantically. "Mr. and Mrs. Cake! Mayor Mare! And Twilight's zebra friend Zecora!''

Celestia and Luna continued looking onward at the ponies in the balls. Among the spheres of light were Sweetie Belle, Scootaloo, Lyra Heartstrings, Cherrilee as well as the Apple Family of Big Mac, Granny Smith, and Applebloom each in their own balls of light curled and motionless. Suddenly a trio of balls caught Celestia's eyes and she cried softly as tears cascaded down her face.

"No...Princess Cadence. Shining Armor. And Spike too?!''

Sure enough, there were three balls, one with an unconscious Cadence, another with Shining Armor, and the last one with Spike, all motionless as they floated idly in the air. Chthon just chuckled darkly as he wickedly looked up at the balls of light. Tears flowed more fluidly down Celestia's face as she cried in despair.

''So does that mean...does the mean Twilight Sparkle and her friends are here too?!''

Chthon laid his dark eyes on the eldest princess as he answered, ''Fear not Celestia. Your beloved apprentice and her friends as are still alive.''

Celestia and Luna both widened their eyes in surprise and hope. "W-What?! It's true then? Twilight Sparkle, her friends...and Quentin. Their still alive?'' Luna asked with hope.

Chthon gave a short nod, ''Yes. The lowly mortals actually tried to stand against my power. I defeated them easily of course, leaving them barely alive. Though if they had the slightest amount of intelligence, they would succumb and give themselves to the fate they cannot escape, if they wish to avoid a painful demise.''

Celestia and Luna glared at Chthon. "What are you talking about Chthon?'' Celestia demanded.

Chthon smirked at Celestia before turning around and began to walk casually away with his hands behind his back. "Don't misunderstand me, your world is destroyed you can believe that. And though my might had claimed a great number of the lives of your kingdom, there are still ponies across the lands that still draw breathe.''

At this news, Celestia and Luna gave Chthon surprised, confused looks as Luna asked, ''Why? Why would you spare our kingdom while ponies of the other lands are alive and well?''

Chthon turned and grinned darkly at Luna. "Well I wouldn't say 'well' but they are alive, at least for now.'' Celestia and Luna just stared at the deity with confused frowns as Chthon continued as he began to pace back and forth in front of them. "You see as an all-powerful god that I am, I could easily kill all life on the planet with a mere thought, but...'' Chthon then chuckled as he gazed at the sisters malevolently. "Where is the pleasure in that?''

Every word Chthon had said made the sisters bubble with anger until finally Celestia forced out, ''Enough of your riddles Chthon! Just what are you planning?''

Chthon only replied with another chuckle in his dark, demonic tone until he finally answered Celestia's question. "It's simple really Celestia. I've been sealed away for countless millennia. It's been so long since I've relished in the screams of suffering ponies. Their anguish, their agony...are almost mists that have nearly faded from my memories.''

As Celestia and Luna listened, the growled and gritted their teeth as glared hatefully at the God of Chaos. As Chthon continued, he raised his arms in a dramatic gesture as his wings extended outward, a twisted smile upon his face. "Yes, I've almost forgotten the feeling of continuously tormenting the mortal souls of the world. It is because of that very reason that I will have my fun kill ponies by the masses slowly and tenderly. Ponies writhing as they are being burned alive.''

"Chthon...'' Celestia growled.

"Ponies screaming as they are being burned alive,'' Chthon added with increasing malice.

"You...will never...'' Luna growled darkly.

"Ponies panicking themselves to death as their minds shatter into madness. I will revel in them all! Only and only when their screams have become deafening to me. Only when their pain and suffering have become dissatisfying is when I will finally end all of their existence and completely destroy all life on that pitiful waste of a planet.'' Chthon finally finished which sort of a hateful growl on his last words.

Finally, Celestia had had it and shouted at the evil being. "Chthon, you will never succeed in your twisted plans. We won't just sit here and let you lay waste to our world!''

Chthon merely chuckled and replied, ''Really? I really believe you don't have a choice in the matter.''

That's when Luna roared, ''Evil, wretched cur! You're plans will never come to fruition! The Elements of Harmony will defeat you and put an end to your ambitions!''

Chthon then laugh loudly and darkly, ''You don't possibly believe those six ponies could actually defeat me don't you? Those insignificant specks of wasted thought when you yourselves couldn't defeat me.''

"Don't underestimate the power of the Elements! Though we have failed to stop you, their power will overlap yours!'' Celestia shouted adamantly.

Chthon's face fell into a dark frown and he snarled, ''You don't believe that.''

"What?!'' Luna spoke loudly.

"What you boldly declared was merely wishful thinking. I truth, you don't really believe your own brave words.''

Celestia and Luna looked at Chthon with outraged expressions. "No, you THINK that it's just wishful thinking,'' Luna snarled.

''Who are you to tell us what we believe or not?'' growled Celestia.

Chthon just smirked cruelly and spoke, ''It know because I can read your minds, and I can read your hearts.''

At this, the sisters widened their eyes in shock as Chthon continued. "I've destroyed your entire world with little ease, overpowered you with little ease. How can beings lesser than you even hope to defeat me? And let's not forget about your father…''

Celestia and Luna gasped loudly, a look of sheer horror upon their aglow faces. ''O-our father?!'' Celestia uttered in shock.

Chthon didn't answer at first. His face seemed to show a great deal of malice and hatred, his unholy red eyes glowing to the point of almost bursting into flames as he let off a low growl. However, he calmed himself down and he spoke darkly, ''Yes if this was not meant to be, then why haven't your father come and fought alongside you? Where is he with his two daughters' spirits trapped and chained up in front of me in this realm?''

Celestia opened her mouth to speak, but no words came out. So soon lowered her head with a look of deep thinking and sadness as Luna looked on distraughtly. "Yes, where is the father, while his children are suffering terribly so?'' Chthon spoke tauntingly, smirking at the princess' uncertain looks.

Luna gritted her teeth as she pinched her eyes shut and faced her head downward, ''Stop it!''

''But it's the truth my dear. And this is what is meant to be. There was nothing you could do to prevent this. Every action you've ever made, every conceivable methods you took to keep this from happening all led up to this moment. Your Elements of Harmony will die, along with the rest of the world.''

Celestia and Luna said nothing, only casted their gaze away from the dark entity, his words echoing in their minds. Chthon leered at them coldly, uncaringly before a dark smirk crept upon his face. "But worry not. For when your precious champions of harmony meet their demise, they will be right here with you on these walls.''

Chthon raised a hand as it was engulfed in a reddish black, fire like energy and six burst of energy fired from his hands and hit different spots around the dungeon. In a brief blaze of light, Celestia and Luna gazed upward to see that in the same spots where Chthon had fired were the cutie marks of each of the holders of the Elements of Harmony etched upon them; spots for each of them with a good amount of space between each mark. Celestia and Luna looked around with bewildered, lost gazes as Chthon spoke.

"Do you see? There is a space for Fluttershy, Rainbow Dash, Applejack, Rarity, Pinkie Pie...and I left a space for your prized student Twilight Sparkle right beside you Celestia.''

Sure enough, Celestia looks to her immediate left and saw the five pointed star of Twilight's cutie mark etched on the wall. Celestia gazed upon the mark and she closed her eyes and lowered her head in despair. Luna looked at Celestia and tearfully asked, "Celestia?''

Celestia didn't answer. Chthon clapped his claws together as a evil smile came to his face, ''Well I do believe you two should be left alone to gather your thoughts and there is an entire world that needs to be plunged into a chaotic Hell. But before I go...''

Chthon snapped his fingers and in a fiery blaze a large, globe like sphere appeared in the center of the dungeon. The globe was red, but also slightly transparent and showed four, large continent light landmasses around it along with a few remote islands. Each of the continents were covered with tiny, white lights. Celestia and Luna looked at the sphere with sadness, but also confusion. Chthon explained.

''This is Equestria as it now is. Each of those lights represents all the life that are currently still living on the planet. Each life that is lost, a light will blink out.''

Chthon pointed to the largest continent with lights that seemed to blink of rather quickly and spoke with a dark grin, ''This represent Equestria and as you can see, life is falling rapidly in the nation.''

Celestia and Luna both shot Chthon sad glares as he continued. "When all the lights on this globe have been extinguished, it will signal the beginning of the true end.''

"Wh-what do you mean by, the true end?" Luna asked perplexed with a hint of fear.

Chthon chuckled with a wicked look, ''You would like to know would you? Don't worry, you'll find out in due time. And in the meantime, I think I'll keep all the souls that dies here in the Astral Plane until that time comes.''

By this time, Celestia and Luna gave the deity a truly saddened, hateful glare, tears at the corners of their eyes. "Well, I do believe I must be going. Nations to shatter, chaos to spread, lives to destroy. So until then, your majesties.'' Chthon mocked by bowing slightly and with that he disappeared in a red, fiery flash of light he was gone.

It was quiet, there was no noise, so sound...just quiet as the souls of the ponies that lost their lives so far float up in the endless space of the Astral Plane. Celestia gritted her teeth and winced until finally she broke down and began to weep, her tears running down her face and falling to the ground. Luna look upon her crying sister with everything Chthon said rushing in her head until it finally came when she closed her eyes in sorrow and her head went limp as she too began to cry over their fallen world. Chthon was right. There was nothing they could do to prevent him from casting his apocalyptic will upon their world. There was nothing they could do to shield Twilight, Applejack, Rainbow Dash, Fluttershy, Rarity, Pinkie Pie, and Quentin from this unstoppable evil.

Author's Notes:

So everyone will know, I've decided to change the world that they live from The World of Harmony to Equion, the last part pronounced like how you say 'on'. I will go back to past chapters and change the name of the world to avoid confusion. Thanks for reading so far and as always feedback will be appreciated.