Twilight Sparkle awoke with a jolt and sprang up her upper body up. She leaned forward, breathing heavily with a angst look upon her face as she her body trembled violently, her coat singed and her main slightly unkempt. She didn't know how long she was unconscious but she did remember what happened before she and her friends were knocked out. She remembered the horrible vision that she saw, the terrible dark images replaying in her. She stay there, speechless until finally she slowly raised her head to find her friends gazing wearily at her. Like her their coats were singed and had patches of dirt, their mane just slightly unkempt. They all sat on their haunches, their bodies trembling greatly as if they've just been through a traumatic experience. And they also had the same, looks of perturbation on their faces.

Fluttershy and Pinkie Pie had tears in their eyes, though Fluttershy's were streaming down her face as she breathed deeply between pauses while Pinkie's eyes seemed empty. Rarity too also had wet eyes, though her mascara trailed down the sides her face. Even Rainbow Dash seemed utterly disturbed beyond comprehension, she too shaking with a sort of frown mixed with sadness and anger. Applejack gritted her teeth as she had a look of terror in her eyes with an expression as if she was trying to understand what just happened. The six friends sat together in the crater, shaking and silent, their Elements still around their necks save for Twilight's crown which had fallen off her head, but she didn't notice or cared. After a few moments of silence, Twilight finally muttered.

''How long was I out?''

"I'm not fer sure,'' Applejack answered meekly. "We had jus' came too not too long before you did.''

"I...I remember what Chthon did to us. I...I remember what I saw...'' Pinkie Pie spoke in an unrecognizable tone foreign to her sunny personality.

"As did I,'' Rarity added. "But...but was it a vision? It couldn't be, it felt all too real. I heard the screaming, felt the pain as if it was actually happening.''

Twilight merely shook he head as she continued to stare at the ground terrified. "I-I've...I've never felt...Chthon's bloodlust, his malice...it was almost palpable.''

"And not just that, I also saw what was happening in Equestria,'' Fluttershy added tearfully.

At this the other gazed at the timid Pegasus with shocked expressions. "What?! I-I did too!'' Applejack responded.

"And me too,'' Pinkie Pie said sadly.

"That's freaky...so did I,'' Rainbow Dash agreed and Rarity nodded.

"I...I saw it all too,'' Twilight finally answered and she hung her head as she pinched her eyes shut, tears forming at the corners." I...I've never seen so much destruction. So many ponies screaming...so many ponies dying...''

The other looked on at their friend with disheartened looks and Rainbow Dash muttered, ''We've fought bad guys before but this...this is beyond evil. How can anypony this bucked up possibly exists?''

"Chthon is pure evil. He destroyed Equestria, destroyed the world. He killed everypony we knew and love without any remorse, and now Arcanus is gone. And the only one who could possibly know what to do is...'' Twilight said but upon her last words, she started to cry softly, the situation once again taking its toll on her.

https://www.youtube.com/watch?v=7m0IUJS-LOY

The others said nothing, just looked down sadly until finally Rainbow Dash let out a yell as she punched the ground. This sudden action caught the other five by surprise as again Rainbow Dash punched the ground angrily.

"Rainbow calm down. If ya keep that up then-'' Applejack began with concern, placing a hoof on her cyan friend's shoulder but was interrupted by the bold Pegasus as she forcibly whipped her shoulder back from Applejack's touch.

"Calm down? Calm down?! How the bucking hay am I supposed to calm down Applejack?!'' Rainbow Dash shouted angrily, causing the others to jump slightly with looks of worry. "Or have you not noticed everything that's happened. That bitch of a queen Chrysalis went around gathering some stupid gems in order to rule Equestria. Not only did we not stop her from getting them, but she unleashed the biggest horsedick in the universe! So now everypony is gone, everything is toast, and we're stuck in a crate without knowing what the Tartarus to do, so don't tell me to calm down!''

Rainbow Dash breathed deeply, gritting her teeth as she glared at the farm pony. Hearing Rainbow Dash's outbursts, Twilight, Rarity, Fluttershy, and Pinkie Pie began to let tears fall as they watched on. Applejack, however frowned as she responded.

"Yea, I know what happened. In fact I just saw my home destroyed, an' my kin turned ta stone an right now I feel like puchin' somethin' too. So don't bit my head off about it!''

"Yeah? Well right now I feel like biting everypony's head off about it. Ya gotta problem with that?!'' Rainbow Dash argued, springing up on all fours and taking a fighting stance.

Among the speechless others, Fluttershy sniffed as tears fell down her face, ''Please...''

Applejack took a similar stance, lowering her head as she growled, "I'm warmin' ya Rainbow, if ya don't get outta my face I'm gonna applebuck ya right outta this here crater!''

"Applejack!'' Rarity gasped in disapproval, but Applejack ignored her.

"Try it Applecrap!'' Rainbow responded aggressively.

That put Applejack over the edge. But before the two mares could lunge at each other for a fight, Fluttershy jumped in between the two and cried, ''Stop it! Just stop it!''

Applejack and Rainbow Dash looked at the timid, distressed yellow Pegasus with bewildered glares. Fluttershy cried as she pleaded, ''Please...don't fight. We're friends and friends don't fight with one another. It's bad enough that everything's destroyed, the last thing we need is for us to fight with one another. So please...''

Upon seeing their weeping friend, Applejack and Rainbow Dash gazed at each other with softer expressions. Twilight stepped forward, tears at the corner of her eyes and she spoke, ''Fluttershy is right. Right now, we've only have each other. We can't let our emotions come to this, our friendship is too strong for that.''

Rarity and Pinkie Pie nodded in agreement. Rainbow Dash and Applejack averted their gazes shamefully before gazing back into each other's eyes apologetically. "Sorry,'' Applejack, said sincerely, a truly remorseful look on her face.

Rainbow Dash nodded sadly, ''Yeah, sorry. I'm sorry for calling you Applecrap, I didn't mean it.''

Applejack sighed, ''An I didn't mean ta threaten to buck ya. It was outta line.''

Rainbow Dash simply gazed away with a somber loo before speaking, "It's cool. I'm sorry for blowing up like that it's just...this whole thing is just so messed up. We've never faced anything like this before and I really hate to admit it but...I'm scared out of my mind.''

Finally confessing her feeling, tears formed at the corners of her eyes. The others looked on with sad, surprised looks. They knew Rainbow Dash's reputation of being a bold, brave mare. To see her this vulnerable like this wasn't easy to behold. Applejack went upon her friend and wrapped her forelegs around her in comfort.

"Yer not the only one Rainbow, I'm scared too,'' Applejack whispered, tears forming in her emerald eyes.

Twilight gazed upon them tearfully and said, ''Which is why we need to stay together no matter what. There's nothing more important to me right now than you girls.''

Twilight them moved forward and hugged two of her friends. Soon, Rarity joined in followed by Pinkie Pie and Fluttershy until the six friends we in a tearful hug in the crater of the decimated Canterlot. All was quiet, save to the occasional hot winds that blew until a building near the crater began to crumble at its base. Soon, small rocks fell into the crater, grabbing Fluttershy's attention.

"W-what's that noise?'' Fluttershy asked with bewildered, wet eyes.

Before anyone could answer, the base of the building finally gave out, causing the building to tilt forward as it began to fall towards them. "Look out!'' Rainbow Dash cried as the group broke up in alarm.

Twilight tried to use a spell to protect them, but the building came down so fast and she reacted too late. She wouldn't have time. The six mares screamed as they shielded themselves from the impending crash but right before the building fell on them there was a flash of light and the building was gone. One by one, Twilight and the others peeked through their hooves and looked around quizzically.

"What happened? I was sure that building was going to crush us?'' Rarity asked looking around.

"Twilight?'' Applejack asked uncertainly but the studious unicorn shook her head.

"I-I didn't do it. I couldn't react in time to do a spell.''

"Then who saved us?'' Pinkie Pie asked.

"That honor would go to me,'' a familiar voiced echoed out.

In an instant, there was a flash of light and when it subsided, the six saw Discord standing just outside the crater. Immediately, the six glared at the draconequus as he awkwardly smiled.

"Hello there dear friends. How are you?'' Discord asked, chuckling and waving sheepishly.

Rainbow Dash then suddenly flew at quick speeds and punched Discord in the face. Discord cried in pain as he fell backward on the ground. "How are we? How are we?! You have some nerve asking us you spineless freak!'' Rainbow Dash shouted, her face almost touching his.

Discord disappeared in a flash of light and reappeared a few feet from Rainbow Dash while the others climbed out of the crater. "N-Now Rainbow Dash if you can just hear me out I can-'' Discord began frantically, waving his mismatched claws in defense when Applejack cut him off.

"You can what?! Tell us how ya high tailed it outta there when we were facing Chrysalis?!'' the farm pony barked.

The others closed in on the spirit of disharmony, each giving him glares except Futtershy who just looked at him with a tearful, disappointed frown. "Out of all the despicable, selfish, low down stunts you've pulled Discord-'' Rarity began with a seethe.

Discord desperately looked at Rarity and tried to reason, ''Come now Rarity, show some mercy, some forgiveness. Isn't that what friends do, forgive each other?''

Rainbow Dash yelled, ''Friends?! Friends?! Don't you even try to pull that bullcud this time Discord! Friends don't ditch friends like you did!''

"I didn't mean to! I was terrified! I just panicked. I couldn't face my father, especially after I abandoned at my original mission!'' Discord desperately tried to explain.

Twilight spoke angrily, ''Still that didn't change the fact that we needed you there Discord! And you still try to use the friendship card!''

Discord looked frantically at the furious ponies when his eyes met Fluttershy's. Discord then quickly flew to her and lowered himself as he pleaded. "Surely you understand Fluttershy?''

Fluttershy didn't respond immediately, but just took a few steps back. "Fluttershy? Dear?'' Discord asked.

"I'm...I'm upset that you left us when you did Discord,'' Fluttershy began with an angered frown, but then started to cry softly. "But I was scared too, and I' still scared, so I'd be lying if I said I didn't understand. After seeing everything that Chthon did, I can't help but believe that it wouldn't have made a difference. Now not only is everything's destroyed but Princess Celestia and Luna are gone! And now even Arcanus fell to him!''

At this Discord widened his eyes with a disbelieving expression on his face. "W-What did you just say?''

"Celestia and Luna are gone. That mean monster Chthon killed them. We saw it with our own eyes, it was the most horrible thing I've ever seen!'' Pinkie Pie said dismally, a tear rolling down her cheek.

Discord just stared in utter shock. He didn't believe once that Celestia and Luna themselves would fall victim to Chthon. Discord finally lowered his head and shame and looked away. "I...I didn't know. I know I may test your nerves at times, but I've never once wanted this to happen, let alone want anything to happen to Celestia and Luna. I'm...I'm sorry.''

Rainbow Dash retorted aggressively, ''Sorry?! Yeah like that's really gonna make everything better isn't it? I swear Discord you should rot in-''

"Rainbow Dash!'' Twilight interrupted.

Rainbow whipped her head with an outraged expression. "What? He deserves it!''

Discord continued to look away and shame and sadness as Twilight answered somberly. "I know and I agree with you. But...I also agree with Fluttershy. After everything we saw, I doubt that even if Discord was there it wouldn't have made a difference.''

Twilight let a few more tears escape her eyes while the others looked down with sorrowful gazes. Fluttershy then walked over to Discord and hugged him, surprising him greatly. "But at least...you saved us. I can still thank you for that. And honestly, I'm glad that all of my friends are here,'' Fluttershy whispered tearfully.

Discord had a sad, touched look on his face and moments later, he returned the embrace. "Fluttershy...'' Discord spoke.

There was a few moments of silence before Discord opened his eyes and looked around, as if he was looking for someone. "Wait a minute, where's Quentin?'' Discord asked, breaking the embrace.

The others simply frowned sadly as Rarity explained, "He's...back in the castle.''

Discord looked at her quizzically as Applejack continued regrettably. "Yeah. We decided ta help Arcanus fight Chthon, but Quentin wanted ta come with us. We didn't want ta risk him gettin hurt or worst on the count of him not havin an Element so ta keep him from harm's way, I knocked him out.''

Applejack's heart ached the more she thought about what she had to do to her friend. The last thing she wanted was to hurt Quentin, even if it was for a second. The others nodded sadly.

Discord nodded in understanding, ''Oh...I see...''

Thunder echoed through the fiery skied as red lightning flashed. Soon it began to rain embers, the fiery glowing particles falling slowly around the city as if they were burning snow. Discord looked around the destroyed Canterlot. "So this was my father's doing? I must admit, he does know how to make a deliciously, beautiful chaotic scenery,'' Discord remarked, an impressed a blissful smile upon his face.

Instantly, Twilight, Rainbow Dash, Fluttershy, Applejack, Rarity, and Pinkie Pie shot him death glares. Discord immediatly spoke apologetically, "Sorry, totally inappropriate!''

He then hung his head sadly and brought his eagle claw over his mouth and slid it from left to right, his mouth literally zipping shut as he did so with a zipper showing. After a few more seconds of glaring, the friends turned their heads back with a more disheartened look when Pinkie Pie suddenly called out.

"L-Look! Over there!''

The others looked to where the faintly pink pony was pointing to and their faces fell in shock. Over to their left, they ran across the battle scarred square and over to the ledge and over the lands below where they saw the massive spire that stood in the center of Ponyville. "W-What in heaven's name is that?'' Rarity asked, a slight fear in her voice.

Twilight gazed at the structure that was miles away and shook her head, "I don't know. It looks like some sort of...tower.''

"Hey that thing's right where Ponyville is!'' Rainbow Dash said loudly, but then caught herself and frowned sadly as she landed back on the ground. "At least, what's left of Ponyville...''

Applejack gritted her teeth as she winced in sadness, ''Like he only thing Ponyville needs is somethin else ta ruin it.''

Fluttershy just looked at the structure in terror. Even from this distance, the dark tower was still an intimidating sight to behold. "It's so tall...it even goes into the clouds.''

Discord just looked onward with a very disturbed look on his face. "He's up there...'' Discord muttered. The others gazed at him quizzically. "My father, Chthon...he's up at the top...I can feel it...''

The six ponies looked at the draconequus horrified as Pinkie Pie spoke with a quiver, ''What are we going to do now?''

Discord just closed his eyes as a regretful, serious look came upon his face. "There's nothing you can do Pinkie Pie.''

"W-What?!'' Fluttershy squeaked.

"My father has been resurrected, the princesses are dead, and Equestria along with this entire world has been destroyed. Don't you see, the prophecy has been fulfilled...it's over.'' Discord answered reluctantly, closing his eyes solemnly as he slightly bowed his head.

Fluttershy along with the others looked at the spirit with shock, sadness, and disbelief, tears forming once again in Fluttershy's and Pinkie Pie's eyes. "Why haven't you ponies acted sooner? Aren't you supposed to be the Elements of Harmony?'' Discord then growled, clutching his fists.

Twilight, Applejack, Rarity, and Rainbow Dash frowned with anger as Rainbow Dash flew right in his face. "Listen Discord. We had no idea what was gonna happen!'' Rainbow Dash spat, almost yelling. "We had no idea that evil bitch Chrysalis was looking for those stupid gems and when we did, we did everything to try and stop her just like every evil asshole we've faced. We faced crazy tyrants, evil kings, and saved an empire but who bucking cares?! All of that meant nothing compared to this!''

As Rainbow Dash continued to yell, she slowly began to descend towards the ground, becoming more sorrowful and grief stricken as she did so. "Everything we've done, everything we've been through meant jack cud to this point. But even...even after how hard we've fought we still couldn't stop this. Celestia and Luna's gone, all of our friends are stone, and everything's burnt to a crisp. And now, some evil god is now bucking this world up, just like that stupid prophecy said. This s just wrong...so wrong...'' Rainbow Dash finally ended, collapsing on her haunches and hung her head, her wild, rainbow colored bang draping over her eyes as she began to weep, gritting her teeth.

By the time Rainbow Dash finished, Applejack, Twilight, Rarity, Pinkie Pie, and Fluttershy looked on with forlorn gazes, tears streaming down their faces. Discord looked down at the weeping Pegasus with a soft, sad frown and sighed deeply.

"It was all predestined,'' he muttered. "There was no sopping it…''

"That's it then...we can't do anything. We really can't do anything!'' Fluttershy cried out, dropping to the ground as she buried her face in her hooves.

Discord saw this and with a heavy heart, he went over to Fluttershy, scooped her up into his arms as she cried in his embrace. Tears flowed down Pinkie Pie's face as she fell on her haunches, "Now what? Do we just wait to die? Because I don't want to live in this dark, scary world!'' Pinkie cried.

Rarity went over to her friend and placed her forelegs around her shoulders and began to rock her, she too had tears cascading on her face. Though she didn't say anything, she had the same look of hopelessness that the others had. Seeing her friends in despair, Twilight turned around as her tears fell and began to walk back towards the crater.

"Twilight?'' Applejack uttered tearfully, seeing her friend walking away.

Twilight didn't answer, how could she? The world as they knew it was destroyed, their princesses were gone and there was nothing they could do about it. She finally came to the edge of the crater and looked down into it. "There's nothing we can do...'' Twilight said to herself tearfully as more tears flowed even more. "There's no way we can fight this. How could we? This is evil is out of our league...what's the point?''

As Twilight continued to cry, a few moments went by before a voice in her head finally rang out. "Hope… that's the point!''

Twilight shot open her eyes with a confused, lost expression as she recalled Quentin's words. "And if you're still here, we still have a chance. If you still have the Elements of Harmony, we can still fight Chthon!''

Twilight continued to look at the ground with a lost, blank expression until her eyes gazed at the golden crown that was her Element as Celestia's words echoed in her mind. "You and your friends possess the Elements of Harmony. You must be protected for you are the last line of defense.''

As Twilight recited those words in her head, she pinched her eyes shut for a moment or two before opening them with serious, determined frown on her face. She wiped her eyes as her horn was enveloped in a billowing magenta aura as she levitated her crown and placed it on her head. After whipping her tears away, Twilight turned around and quickly marched back towards her friends.

When she was close enough to the others, Applejack asked with a concerned tone, "Twilight are you...''

"We have to fight!'' Twilight cut in forcefully.

Applejack and the others looked at their friend shocked, tearful glances, even Rainbow Dash looked up from her position. "W-What?'' Pinkie Pie asked with a downtrodden tone.

"I said we have to fight Chthon,'' Twilight repeated firmly.

Rarity spoke, sorrow in her voice, ''But Twilight, how can we possible fight against that monster?''

"I don't know, but we will fight him nonetheless,'' Twilight answered.

The others looked at each other with lost glances before turning back to the unicorn. "Clearly the smell of ash has affected your mind Twilight. You can't possibly be serious?'' Discord spoke, dubiety in his voice.

Twilight frowned deeper and held her ground, "I'm dead serious!''

Suddenly Rainbow Dash sprang up and flew right in front of her. "And then what Twilight, get burned to ashes? Ripped to shreds? Because we'd just be running right into our deaths!'' Rainbow Dash argued, but with an angst look, completely unlike the usual, daring Pegasus.

"Twilight, just look around, how can we even hope to fix this. How can we even hope to save all those ponies that are being killed right now?'' Fluttershy asked before breaking down again.

Twilight's expression changed to a slight, sad gaze as Applejack walked up with wet eyes. "Twilight...I know we've been through thick and thin ever since we meet. But this isn't thick or thin, this is somethin' much worse than that. I...I don't think we can make it out this time.''

As Applejack spoke those words, tears escaped her eyes as the other averted their gazes tearfully save for Discord while he just closed his eyes in discontent. Twilight gazed at her five, downhearted friends sadly before sighing deeply and answering.

"Guys, look...I'm not stupid. I know what we're up against. We're up against a foe that can beat Celestia and Luna without breaking as much as a sweat...'' Twilight spoke as the others looked up at her with tear filled eyes as she continued, advancing forward, ''We're up against a being that destroyed this entire world on a whim. We're up against an enemy that can torture, kill, and torment everypony in all the nations simultaneously. We're up against a god...'' Twilight ended, standing in the center, looking at her friends with a pleading gaze as they listened to her. "But what Quentin said was right, we still have the Elements of Harmony...we still have the means to fight him.''

"But Twilight...'' Pinkie Pie began tearfully only to have Twilight cut in firmly.

"But nothing!''

This caused the others to jump slightly with surprised expressions. Twilight sighed again, lowering her head as she winced sadly. "Celestia and Luna were our leaders. Celestia was my mentor...she was like a second mother to me...'' Twilight felt her tears stinging her eyes as she recalled her fallen princess while the others looked on sympathetically. "And her last words to us were that we were the last line of defense.'' Twilight then looked upward, tears streaming down her face with a serious, determined expression. "The reason we are still here because Celestia, Luna, and Arcanus sacrificed themselves to ensure that we live to fight. If we had to lose them...we can at least make it so it wasn't for nothing!''

The others gazed at their friend, amazed by her strong words and unwavering will. The others looked at each other with great uncertainly. After a few moments Rarity finally spoke up, with a very wearily, tearful expression.

"Twilight, darling…do you really, truly believe we can win against that monster?''

All eyes were on Twilight, but her expression softened a bit before she answered. "I...don't know. I'm not going to lie, I really don't know. But what I do know is it is because of Celestia's, Luna's, and Arcanus' sacrifice that we are still here. It is because of their sacrifice...we have to at least try. So please...will you stand with me?''

Twilight gazed at them with a pleading, tear filled gaze. The others didn't answer, just once again looked at each other. Finally, Applejack walked up to her friend and placed a hoof on her shoulders. "Twi... ya don't ever need ta ask for us ta stand with ya. Because we'll always have yer back,'' Applejack answered with a tearful smile.

Twilight gazed at her friend in shock, almost as if she couldn't believe what she just heard. Applejack turned to the others as she spoke with a more determined look. "Twilight's right. I don't know what will happen, but we need ta at least give it try. Besides...'' Applejack's face then fell in a hurtful expression. "I'm not gonna knock Quentin out jus' ta sit here twiddlin' my hooves...we need ta take action.''

At this Rainbow Dash's forlorn look was replaced with a bold, unyielding expression as she stood up on all fours, whipping her eyes and glared. "I'm with Applejack. I'm not gonna just sit here and cry anymore. I say we go right into that bastard's face and show him what we ponies are made of!''

Rainbow Dash went over and stood with the stunned Twilight, and the resolved Applejack and looked back at the speechless Fluttershy, Rarity, Pinkie Pie, and Discord. Rarity thought for a moment, before gazing back at her three friends with a sad, touched smile.

"I'm in and your right. As the Bearers of the Elements of Harmony, we must do something to try to fight this evil. I will always stand with my friends, the most important ponies I know.''

Twilight, Rainbow Dash, and Applejack smiled fondly and sadly at their graceful friend as she too went over and stood with them. The three mares looked at the remaining of the group as Fluttershy and Pinkie Pie look upon them with tearful, fearful looks.

''Fluttershy? Pinkie Pie?'' Twilight began with melancholy tone. "I know you're scared but...''

"I'm coming with you,'' Pinkie Pie suddenly cut in. The others looked at her with surprise as she got up, whipping her eyes as she sniffed with a tearful smile, ''You...you ain't going nowhere without me. It may be a scary in a world full of misery, but I can still find happiness with my best friends. And friends...friends stick together no matter what.''

The four ponies gazed at Pinkie Pie with fond smiles while Fluttershy looked down sadly, but with deep thought, tears still streaming down her face. As Pinkie Pie joined the group they looked at Fluttershy, the only one left. "Fluttershy?'' Applejack began.

Fluttershy didn't answer as she continued to gaze downward. It wasn't until a moment or so passed when she casted her gazed upon her friends, tears streaming down her face but from determined eyes that was rare from the timid Pegasus. Slowly she stood on all fours and began to walk towards her waiting friends. However she didn't take three steps when Discord suddenly appeared in a flash of light in front.

"What?! Fluttershy you're not seriously thinking about going with them are you?!'' Discord protested, shocking the yellow Pegasus.

The others lightly frowned at Discord as he continued to look down at Fluttershy with a sort of frantic expression. Fluttershy looked up at the draconequus with a shocked expression before closing her eyes and whipping her tears with a light frown on her face.

"Please get out of the way Discord,'' Fluttershy muttered.

Discord looked down at the pony in disbelief before retorting loudly. "What?! Fluttershy do you realize what you're doing? You can't possibly go to face my father!''

Fluttershy looked up at him with a stern expression and answered, ''I can and I will, now please move.''

Discord said nothing, just looked down at Fluttershy with a flabbergasted look with his mouth ajar. When Discord didn't move, Fluttershy sighed and moved around the creature of chaos. However, once again she only took a few steps when Discord appeared again before her. She looked up at him with a more frustrated look as he spoke.

"You're being a fool. Look around...see what Chthon did? His power is boundless, even Celestia and Luna couldn't overpower his. How can you expect you and the others to even stand up to his might?!''

Fluttershy gazed into his asymmetrical eyes before averting her gaze from his. She gritted her teeth and began to shake as tears began to form in her eyes once again. "You're right, I am being a fool,'' Fluttershy whimpered as her friends watched on with sad faces. "And I saw what Chthon did. I saw what he did to my home but most importantly I saw what he did to my animal friends.'' Fluttershy then looked into Discord's eyes as tears poured down her face. "He destroyed our home, killed our princesses, and he broke my nose. I'm scared, terrified...more than I've ever been in my life but...'' Fluttershy closed her eyes for a second before taking on a stronger, firm look. "But my friends, they were scared too, but they swallowed their fears and resolved to try to remedy the situation. I may be afraid Discord, but right now my friends need me. And I'm willing to do whatever it takes to help them.''

At this, the others smiled sadly, but gratefully at their timid friend's bravery and loyalty to them. Discord however, had a speechless expression on his face. With her words spoken, Fluttershy tried again to bypass Discord only for him to appear in front of her and blocking her path. Fluttershy closed her eyes, her frustration building more and more until Discord spoke in a desperate, somber tone unlike anything the ponies had ever heard from him.

"But Fluttershy...aren't I your friend too?''

Fluttershy shot open her eyes as she slowly turned her head upward to see a very distraught Discord looking down at her, his ears lowered in sadness. Fluttershy's face then fell sadly as she answered, ''Of course we're friends Discord.''

"Then why would you do this to me?!'' Discord argued, dropping on his knees and claws as he brought his face close to hers. "Ever since that day, as requested by Celestia I've used my magic for good. I've help avoid catastrophes and disasters, not because Celestia asked me to, not for my own satisfaction…but because I knew if I did them it would make you so happy!''

Fluttershy blinked in shock, ''M-Me?''

Discord nodded sadly before continuing. "Yes Fluttershy, you. You were the first friend I've ever truly had. If something happened to you, it would just kill me inside. Why would you inflict such a pain in a friend's heart?''

Twilight, Applejack, Rainbow Dash, Rarity, and Pinkie Pie watched, completely taken aback about the behavior Discord was displaying. Usually he was overconfident, mischievous, and appeared to be three steps ahead of everyone else. But to be reduced to this state was truly a shocking sight. Fluttershy gazed into Discord's pleading eyes before she looked at him with a truly saddened, tearful smile as she stroked his face.

"I was right…you can be a real sweet heart once ponies get to know you.''

"Fluttershy...'' Discord uttered softly, touched as she continued to stroke his face gently.

Fluttershy's face then fell into one of true regret as a tear rolled down her cheek. "And I'm sorry. I would never want to hurt you in any way possible. But they're my friends too Discord,'' Fluttershy pointed to the five ponies waiting for her. "And right now, I need to be there for them. And before you ask, it's not something that I want to do...it's something that I need to do.''

Fluttershy look in her friend's eyes with a tearful smile while Discord looked as if he was on the verge of tears himself. Not wanting to waste any more time, she fell back on all fours and proceeded to head towards her friends, leaving a devastated Discord behind. Once there, the others expressed their admiration and gratitude for Fluttershy's bravery and commitment, embracing her. Twilight then turned to Discord with a serious frown and spoke out.

''Discord!''

Discord didn't answer and kept his back towards them. Twilight continued, ''This is going to be the hardest fight we've had ever face from the most powerful enemy we have ever encountered. We need all the help we can get.''

At this, Discord stood up slowly and hung his head in sorrow. "I can't help you,'' he muttered but with enough volume that they could hear.

The ponies looked at him with puzzled glances. "But, you're Chthon's son, his spawn. That being said, you should have enough power to fight him on equal ground.'' Twilight pointed out.

"Equal ground? Equal ground are you serious?!'' Discord whipped around with a panicked looks, surprising the six ponies. "I only have a mere fragment of Chthon's power. I may be a creature of chaos but he is chaos' god. His power and mine are dimensions apart!''

The others looked at each other with bewildered, concerned looks before Twilight argued firmly, ''But still even if that's true, we need as much power as we can get. So, will you fight with us?''

"Yeah, you're always going on about how you're reformed and that we're friends. Well it's time to prove it once and for all!'' Rainbow Dash added boldly.

There was silence, all eyes were on Discord. He looked at them somberly before tuning his gaze away from them. "I can do many things Twilight, but that I cannot do,'' Discord finally answered.

"Say what?!'' Rainbow Dash shouted angrily.

"With my help or not, the outcome will be the same,'' Discord spoke dismally.

"And what in the hay is that suppose ta mean?!'' Applejack asked forcefully.

What do you think I meant Applejack,'' Discord answered her.

"So that's it then, you're not going to help us?!'' Twilight spoke with anger.

The others looked at Discord with either angry or sad glances, but Fluttershy stepped forward with a, tearful gaze. "Discord...please...'' Fluttershy pleaded softly.

Fluttershy just gazed at Discord with a tearful, disappointed look as a tear or two escaped her eyes. The others looked at each other sadly and uncertainly. "So much for being our friend you coward!'' Rainbow Dash shouted out only to have Twilight raise a hoof.

"Rainbow Dash...'' Twilight said, not taking her eyes off Discord.

Rainbow Dash glared but remained in her place. Twilight stared at Discord with a stern frown before breathing deeply and spoke, ''If you won't help us, fine. But can you at least take us to that tower? We have no other way to get to Ponyville.''

Discord looked at the six ponies with a truly regretful expression, "And you still wish to face my father?''

Twilight just gave a firm nodded and Discord sighed. "You are only heading to your own deaths. I may not have shown it and I may be new to it, but I really did try to value the magic of friendship you taught me. I had magic and friendship, but soon I'll only have magic. I'll be alone once again.''

A single, lone tear came from Discord's eye and rolled down his face. Fluttershy couldn't help but shed her own tears as she gazed at him with hurtful eyes. The others' frowns disappeared, including Rainbow Dash's and they looked at each other, seemingly showing sympathy for the creature. With no words spoken, Discord reluctantly raised his lion paw and snapped his fingers. Almost immediatly, there was a flash of light and the next second, the six Element Bearers were gone, leaving an emotionally hurt Discord in the destroyed city.

In another flash of light, the six friends reappeared in Ponyville. The six ponies looked around at their destroyed town until they froze in their places, their eyes were instantly met with the colossal structure before them that was Chthon's tower. From a great distance it seemed gigantic, but seeing it close and in person was completely mind boggling. The base almost completely took up the center of the town. Large, pointed outcropping of black earth protruded from the ground and around the base except for the front which exposed a long, stone staircase that led upwards and disappeared into the clouds along with the rest of the tower. Several stone statues of ponies were also littered around, having been broken from the formation of the tower.

There it stood, tall, stoic, and bleak as the six friends stood at its base with intimidated looks. "Heaven's ta Betsy, an' that thing looked massive from Canterlot,'' Applejack said with a worrisome look.

"It's gigantic,'' Rainbow Dash admitted, staring up at the massive structure.

After a few moments of staring, Twilight frowned seriously and spoke, ''Girls, we need to snap out of it. Remember why we're here.''

Immediatly, the girl's faces fell in seriousness while Fluttershy and Pinkie Pie had more intimidated looks. "So...he's up there isn't he? Chthon is at the very top?'' Rarity asked with a combination of an angry, sad frown.

Twilight nodded, "Yeah, according to Discord anyway.''

At the mention of Discord, Fluttershy looked down dismally. "Alright, this is we're about to face the source of this evil. Everypony have their Elements?'' Twilight asked.

The others nodded as Pinkie Pie spoke in a meek tone, "We've really been through a lot haven't we?''

The others looked at their friend with sad gazes as Rarity answered, "Yes darling, we have. Together we've faced countless of obstacles only this time...''

"We're facing something that encompasses all of them,'' Twilight finished bleakly.

The others all looked at Twilight with sad, uncertain looks as she turned to face them. "There's been different threats and different villains and now there's a threat that plunged the entire world into darkness. However, now and all those other times have something in common...'' The others looked at their friend with quizzical expressions as she finished with a sad smile. "Whatever that threatened Equestria, we've faced it together. And this time's no different.''

At this Applejack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie looked at Twilight with fond smiles. Twilight continued, "I don't know what will happen up there, but I do know this. Whatever fate has in store for us, I just want to let you all know...that you all are the greatest friends I could ever have asked for. You don't know how much meeting each of you have affected my life and now I couldn't imagine going through life without knowing you. That, be it good or ill outcome, is a fact that will never change.''

At her heartfelt speech, the others had tears at the corner of their eyes as Applejack answered sincerely, ''And we're plum grateful that we've met you too Twi.''

"Indeed, and the truth of the matter is, we'd be so lost if you've never came into our lives,'' Rarity added with a fond, tearful smile and the others agreed.

"Yeah, friends till the end!'' Rainbow Dash remarked.

Twilight nodded, she too with tears but with a grateful smile, "Yeah, friends til the end. And we'll always be together no matter what.''

With that, the six friends came together in what possible could be their last group hug. However, as they hug, they felt a sort of strange sensation, like a sort of spark that filled their hearts and they broke apart abruptly. "Whoa...did anyone else feel that?!'' Twilight asked.

The others nodded, "Yeah, what the heck was that?!'' Rainbow Dash asked, an eyebrow cocked with a confused frown as she rubbed her chest.

"I felt it...right here in my heart,'' Applejack spoke softly, placing a hoof over her heart.

"Me too, what could it mean?'' Fluttershy asked with a concerned look.

"It seemed to happen after Twilight said we'd always be together. And though that is very true, at the same time if felt like it wasn't,'' Rarity spoke with a sad frown, her hoof over her heart.

Pinkie Pie nodded, ''Yeah, like as if we're not altogether. As if...something's missing.''

As the others pondered this weird feeling they shared Twilight spoke up, ''I...I'm also feeling an empty sensation in my heart, like a puzzle with a missing piece...'' she then became serious. "But we can't worry about that now. Right now, something else important must be addressed.''

The others nodded firmly with serious frowns and they all faced the massive, crude tower before them. Twilight took a deep breath and with courage in her heart, she started towards the stairs.

"Let's go.''

The others followed, Rainbow Dash and Fluttershy flying as they headed and began to walk up the stone stairs. One step, two, step, four steps, six steps as they continued on their ascent. Six steps turned into ten steps. Ten steps turned into twenty steps as they continued onward, going higher and higher. Rainbow Dash and Fluttershy flew while the rest climbed the stairs. It seemed like a full hour of endless climbing when Rarity finally let out an exhausted cry.

"Sweet Chiron, do these dreadful stairs ever end?!''

They all stopped for a quick break, but still on the top of their guard, for they had climbed a great amount of altitude. Applejack turned peered over the side of the stairs and clung tightly in her place. "Jus look how high we are fer Pete's sakes!''

It was true for down below them was the destroyed earth that Ponyville. The buildings were tiny, almost as ants with a view of the scorched, destroyed earth form miles on end. "T-That's a long drop!'' Fluttershy whimpered uneasily. "I've never b-been this high off the ground since I was a filly!''

As she continued to look down, she started to become dizzy and began to lose her bearing in the air. "Easy there Fluttershy. Keep it together!'' Rainbow Dash said, catching he friend and keeping her steady.

Fluttershy shook off her dizziness and looked at her cyan friend with an embarrassed look. "R-Right. I'm sorry.''

Rainbow Dash's frown softened into a warm faint smile as she responded, ''It's cool Fluttershy. No biggy, I'll fly next to you if you ever lose your nerves again.''

Fluttershy just answered with a fond, grateful, sad smile. "That's good to hear, because we've been climbing these stairs for heavens knows how long. We have got to be at least more than a hundred feet in the air. It would spell disaster if anyone of us fell from this height.''

The others shuddered at such a thought as they took one last glance at the great drop below them. "But we have to keep going. We can't stop after coming this far. There's no going back now.'' Twilight spoke with a firm determined expression.

"Twilight's right yall. We can't let these stairs get ta us, not when there's somethin much worst at the top of them!'' Applejack said seriously.

The others nodded and Twilight proceeded to lead them up the steps. After what seemed like an eternity, the six mares climbed higher upon the tower. The higher they went, the more hot winds blew as their ascent to the fiery heaven continued. After what seemed like hours, they climbed the stairs and into the red and organ tinted, burning clouds. The temperature increased, as if the clouds really were on fire. Each of them began to sweat from the heat and the climb as more winds blew against their coats with nothing but a fiery skyscape that now surrounded them as they climbed. Two thousand feet, that's how high they have climbed and finally what seemed like endless hours, they paused as they looked up to see that they were a mere ten steps from the top.

"We're...almost there,'' Pinkie Pie said in a not so confident tone.

Twilight frowned darkly as she nodded, ''Yeah, just a few more steps until we come face to face with Chthon.'' She then looked at her friends, ''Is everypony ready for this?''

Rainbow Dash, Applejack, Pinkie Pie, Fluttershy, and Rarity all nodded with firm glances as Twilight returned the nod. She took a deep breath and looked upward with a serious glare and led the others up the remaining steps. At last after climbing the last step, the six friends had reached the top, high above the chaotic world. They stepped onto the platform but froze and stared forward with glares and gritted teeth as their eyes fell upon the God of Chaos himself, seated on his throne at the other end of the platform, the fiery clouds shining around him.

Chthon sat in a rather casual position. He was leaned more towards the left with his elbows resting on the armrests. One claw was balled while the other was cupped it with both claws resting against his chin. Chthon's head leaned slightly forward, his eyes closed as he sat there still and silent. Upon looking at the god, the six began to shake slightly, unnerved by being in the presence of the Dark Lord.

"Stay calm girls,'' Twilight muttered as she kept her glaring eyes on Chthon.

This was it, now or never. Twilight pinched her eyes shut and gritted her teeth harder and suddenly shot open her eyes, her shaking stopping. Her horn was enveloped in a billowing magenta aura and with a short yell, she fired five strong blasts of magic at the god. The blast hit their target, each of them striking Chthon in the chest and face area in small explosions. However, Chthon didn't have so much as a mark on him from Twilight's attack. A mere moment after Twilight's assault, Chthon slowly opened his eyes, glowing an unholy red and looked right at the six ponies. Immediatly the six tensed up, prepared for the fight of their lives. Fluttershy had an uncertain look on her face while the others bore angrier, courageous frowns.

"Chthon, stand up and fight!'' Twilight called boldly at the seated deity.

Chthon said nothing, just looked at them with a cold glare before finally answering, the glow in his eyes subsiding. "Insignificant little insects,'' Chthon growled darkly.

Twilight gritted her teeth as she fired another blast of magic at Chthon. However instead of hitting him, the attack evaporated before it even had a chance to hit. Twilight stared in shock before glaring at Chthon once again.

"You should have stayed and rotted in that crater for wince I left you. Now you climbed up to this fiery realm just to die.''

At this, the mares flinched up as they frowned deeper. "Why don't ya quite talking cud for once and do something?! Get off your ass and fight us!'' Rainbow Dash shouted boldly at Chthon.

Chthon growled menacingly as he stood up slowly, his four wings extended and gave a short strong blast of gust to the ponies. The gust pushed them back a few feet, but they stood their ground and glared at the god. "It is indeed a brave new world filled with pusses. To dare talk to a god like that so blatantly means a punishment far worse than death.''

Rainbow Dash lowered her head and blew out a gust of air from her nose as she snarled, ''Try it freak!''

The others then readied themselves for an epic fight as Chthon stood there, towering ten feet as he coldly leered down on him. Finally, Chthon broke the silence and spoke, ''No.''

This caught the Element Bearers by surprised as Applejack called out, ''What?!''

Chthon sat back down on his throne as he continued darkly. "I have already defeated you once before. I am not going to keep lowering myself to battle the likes of you.'' Chthon's disgusted frown grew deeper. "For fighting you… is beneath me.''

On those final words, Chthon's eyes glowed red a ripple suddenly erupted out as the six friends were blasted back by a powerful telekinetic attack. The force was so mighty it blew the six over the edge and they screamed as they began to plummet down back towards the earth.

"Guys hang on!'' Rainbow Dash called regaining her bearing and began to fly as the others continued their fast descent through the orange clouds. "Fluttershy help me! We need to catch our friends!'' Rainbow Dash yelled to her timid friend.

It was then that Fluttershy remembered that she could fly and after a few aerobatic fumbles, she too regained her composure and began flying. "Girls, hold on we're coming!'' Fluttershy squealed as she flew downward towards her falling, screaming friends as fast as her wings could take her.

Together the two Pegasi flew fast in order to catch their friends. "Rarity quick, grab my hoof!'' Rainbow Dash called as she neared Rarity.

"Rainbow Dash! I'm reaching...but...'' Rarity shrieked extending a hoof to catch Rainbow's.

"Almost there and...gotcha!'' Rainbow Dash declared as she took hold of her generous friend's hoof.

However, there was crack of lightning close by that shocked Rainbow Dahs and Rarity, causing the two to loose each other's grasps. Rarity screamed as she fell.

"Rarity!'' Rainbow Dash screamed.

However, before Rainbow Dash could try to catch her friend again, another crack of red lightning flashed, striking the bold Pegasus on her left wing. Rainbow Dash cried in pain as she lost her mobility and began to free fall along with the rest.

"Applejack! Pinkie Pie! Just hold on, I'll...I'll…'' Fluttershy cried out, tears forming in her eyes as the wind whipped her face.

The six suddenly burst out of the clouds where the dark earth below them was visible, getting closer and closer with every second as they rapidly lost altitude. With her friends in mortal danger, Fluttershy gathered every ounce of wing power to get to them and sure enough she was catching up to the reaching farm and party ponies.

"Fluttershy! Quick catch us!'' Pinkie shrieked, reaching her hooves out to the yellow Pegasus.

"Jus...a little...more!'' Applejack said in between grunts as she too reached out a hoof.

Fluttershy got closer and closer to them and with one more ditch effort, she grabbed onto her two friends. With her friends caught, she tried to pull up, but the force of gravity and the speed they were falling were too great for the timid mare.

"I...I can't...pull up. Applejack...Pinkie Pie...I'm...I'm...'' Fluttershy began before finally breaking down into sobs.

Twilight looked around at her screaming, falling friends. They all were falling fast and if she didn't do anything soon..."I need to act...FAST! I need to save my friends!'' Twilight thought to herself.

She closed her eyes as her horn began to glow. "Come on...'' Twilight grunted with pinched shut eyes as her horn grew brighter.

Suddenly with a cry, the light shone brilliantly and in flashes of magenta light, the six friends disappeared in the sky. The six Elements appeared in bursts of light before suddenly falling back onto the ground. Though they had a brief pain on impact, they were alive and well. The six groaned as Twilight asked.

''Is...Is everypony ok?''

"I guess so, but what the hay happened?'' Applejack asked, looking around in bewilderment.

"I...I used a teleportation spell,'' Twilight said as she slowly rose to her feet, a bit groggily.

Her friends looked at her in amazement but Pinkie Pie asked with concern. "But what's wrong Twilight? You've used teleportation spells before, why do you look so dizzy and exhausted?''

Twilight shook her head to rid herself of her distrainment before answering, ''I've...I've never teleported more than myself before. To teleport six ponies from a great distance like where we were takes a lot of energy. But my friends were in danger, so I would've done anything to save them.''

At this, the others gave the unicorns fond smiles until Rarity spoke out in alarm. "Oh my Rainbow Dash, your wing!''

Everyone looked at their cyan friend and sure enough, her left wing was singed, the feathers slightly frazzled. "Yeah...ugh...got fried when that lightning hit me,'' Rainbow Dash answered, wincing in pain as she tried to extend it open.

"Oh dear, let me look at that,'' Fluttershy said with a worrisome look as she examined her friend's wing.

Rainbow winced again, "It might be pretty bad. My wing is totally numb, I can't feel it at all.''

At this, Rarity put a hoof over her mouth as tears appeared in the corners of her eyes. "Oh my, and all from trying to save me. Rainbow Dash I'm so sorry.''

Rainbow Dash looked at her apologetic friends and through the wincing, she smiled, ''Hey don't think anything of it. I don't care how bad my wing is injured now, as long as my friends are safe, that's what really matters.''

Rarity gave her bold friend a tearful grateful smile as did the rest without the tears. "Hold on Rainbow, I might know a spell that could help,'' Twilight said with a faint smile.

However, before she could help her friend a plume of reddish black smoke erupted in the sky above them and when the smoke dissipated, Chthon was hovering in the air, his arms crossed and his wings flapping steadily. Upon seeing him, the six friend's immediatly took defensive stances.

"It would appear that you have avoided this death. But know this, many other possibilities to meet your demise still exists,'' Chthon spoke in his dark voice, grinning evilly.

This unnerved Fluttershy for a bit, but the others frowned greatly. "It'll take more than that to defeat us Chthon!'' Twilight barked boldly.

Applejack snorted as she racked the ground with a foreleg, ready to fight and she growled. "Darn tootin' it will. So are ya gonna quite bein' a coward an' face us?''

Chthon's face fell in cold disdain as he answered, ''Like I said before, to keep fighting you is unbecoming of me. If you want a challenge I advise you find somepony else to engage...because you will not get it from me.''

Right after he said those last words, Chthon's eyes glowed that dark, unholy red as he raised a claw while making a circular gesture and it was engulfed in a dark crimson and black aura. Almost instantly, six, red and black, arm like appendages with claws made of energy burst from Chthon's glowing hand. The appendages fired wildly around as they headed towards the six, alarmed ponies. Before they could react, the glowing, claw like energies impaled each of them in their chest, causing them to scream out in pain. The six friends writhed and violently twisted and churned their bodies as they desperately tried to rid themselves of the claws but to no avail. As the ponies continued to scream and squirm, each of the claws slowly started to pull out. The claws seemed to have grasped onto something and appeared to be struggling to drag something out of their chests. As the claws were beginning to come out, they were each grasping onto red, ethereal like essences of some kind. Finally after what seemed like an eternity, the claws finally and quickly from the ponies' chest, ripping out the essences out of each of the Elements of Harmony.

The sudden act cause Twilight and the others to get blasted back a few feet. The ponies fell on the ground as the six red and black, clawed appendages zoomed quickly around them with the spirit like essences and finally a few distances away from the six friends before striking the ground as a brief red, explosion occurred. Reeling from the pain and impact, Twilight, Applejack, Rainbow Dash, Fluttershy, Rarity, and Pinkie Pie groaned and stood up slowly when their faces fell in horror as the glow in Chthon's eyes subsided. Six pairs of eyes gleamed sinisterly through the smoke and when the smoke had cleared and the six stared at the sight they were beholding, taking a few steps back as they retreated from the six figures that now stood across from them.

"W-What is this?!'' Rarity asked flabbergasted.

"T-Those ponies...t-they look just like...'' Fluttershy whimpered as she took another frightened step back.

"They look just like...us,'' Twilight finished as she and the others stared in terror at the six doppelgangers that stood before them.