Twilight and her band of friends rushed out into the hallway and panted heavily from the surge of adrenaline they just had. Somehow they had managed to free Princess Celestia from the clutches of their enemies. Everyone looked to the white alicorn with cheerful expressions as they settled down.

“I don’t think they’re following us.” Glimmer Shine reported while glancing back to the door behind the group.

“That’s a relief… I need a minute to catch my breath.” Twilight said with a slight chuckle. She still felt a little jolt of fear from having yet another near death experience.

Meanwhile, Celestia was focusing on something other than the miraculous rescue that was just pulled off. She stared at Twilight and Luna with a stunned expression, almost like she was trying to ascertain whether or not they were actually real.

“Twilight… Luna… you’re… you’re alive.” Celestia said in a bewildered tone. The purple unicorn and the blue alicorn looked back at her and smiled softly.

“Yes sister… we are. Back at the mansion, I didn’t actually die… I merely hid after narrowly escaping with my life. I’m so sorry for making you worry like that.” Luna said in a somber tone while walking closer to her sister and frowning sadly. Celestia gladly placed an arm around the blue alicorn and let her rest her head on her shoulder.

“It’s ok Luna… I am not upset with you. I’m just glad that you’re ok.” Celestia said in a sincere tone before looking up to Twilight with a stunned expression. “But Twilight… how are you here? I saw the blood on that sword… Raven Feather was certain she had killed you.” She said while shuddering slightly at the traumatic memory of hearing about her student’s untimely demise.

“She did kill me, Princess. Tom must have woken up after the others left and tried to revive me… he saved me at the cost of his own life.” Twilight explained in a somber tone while looking down at the floor sadly. Celestia was shocked to hear that the human was indeed gone. She had already been eternally grateful for everything that he had done to protect her student and her friends, but now he had sacrificed himself to ensure Twilight’s survival.

“Tom… no…” Celestia muttered sadly while shaking her head. “I’m sorry that any of this happened Twilight. I should have done more to stop Raven Feather before things got out of hand.” She added while facing away from the others.

“It’s not your fault Princess. At any rate, we can focus on mourning and feeling sorry for ourselves later. Right now we need to put a stop to this once and for all.” Twilight stated in a determined tone.

“Well if we’re going to do that, we need to know what’s going on. Princess, you said that something happened during the ritual and Raven Feather’s brother got possessed by something?” Glimmer Shine asked to clarify the short and frantic message the alicorn had given the group in the other room.

“Yes… I watched it all happen unfortunately. The ritual went wrong, and nothing happened… until Grimwood stepped in the center of the symbol by accident. Some kind of dark substance flowed into him, and he acted strangely afterwards. When Raven Feather tried to help him, he lashed out at her and killed her. He killed Dust Kicker as well once he tried to intervene. After that, he used his power to control Shadow Mist and raise Raven Feather and Dust Kicker’s bodies into mindless slaves. I’ve never seen such potent displays of power before in my life… and I don’t think that is even half of what he is capable of.” Celestia explained in a troubled tone.

“What about Raincloud? Did she die too?” Rainbow Dash asked with a hint of concern in her voice. As much as she despised the grey pegasus for everything she had done, she didn’t think that she deserved to die.

“No… she fled after watching her brother die. Perhaps that was for the best… if she had stayed she might have fallen to the same fate.” Celestia shuddered uneasily while trying to suppress the memories of watching the two dead bodies reanimate. She could still feel the piercing purple glow of their eyes on her even now.

Suddenly, Celestia groaned softly from exhaustion and wobbled slightly to the side. After steadying herself, the alicorn shook her head to seemingly get rid of whatever weakness she was feeling. The sight of the princess in such distress worried the others immensely.

“Princess, are you ok?” Twilight asked in a concerned tone while taking note of the alicorn’s pale appearance. The unicorn hadn’t paid much notice to it before, but she had looked like she was straining to recover after teleporting both herself and her student out of danger ever since the group left the room.

“I’m fine… I’m just feeling a little weak. Whatever entity took over Grimwood must share the energy draining properties of dark matter. He only touched my face and it felt like he was sucking my life-force away.” Celestia explained while trying her best to shake off the lingering feeling of weakness she had. Everyone looked to the alicorn with concerned expressions as they thought about how much of a terrible experience she had been through.

“So this… thing, just up and manages to kill Raven Feather and Dust Kicker, mind control Shadow Mist, and turn their entire operation on its head in a matter of minutes? What are we dealing with here?” Glimmer Shine asked in a concerned tone.

“I don’t know… and apparently neither did they. Before he came under the entity’s control, Shadow Mist said that he hadn’t seen or read about anything like it before. Judging from how powerful it was, I would wager that it wasn’t anything they had expected. And unfortunately for us… it’s getting stronger.” Celestia explained with a troubled expression.

“Stronger? What do you mean it’s getting stronger?” Glitterball asked nervously. Everyone else in the group had pale and fearful expressions from listening to the princess describe the strange entity. They had never seen it before, or even seen Grimwood to get a vague picture of its appearance, but they were utterly terrified of it.

“When Shadow Mist and the others took me in the other room, I saw Grimwood… or Shade as he calls himself now… I saw him going to the center of the symbol again and absorbing more of that strange black substance.” Celestia explained uneasily.

“So he’s trying to get stronger. Hmm… whatever this thing is can’t be good. Even if the ritual didn’t go as Raven Feather intended, it was originally meant to summon the eternal night, so maybe it summoned something else that is equally dark and powerful?” Twilight thought out loud in a troubled tone. She and everyone else present was more than a little unsettled from the change to their situation. They almost wished that the hooded ponies were still their main threat to deal with instead of this strange and terrifying new entity.

“I don’t care how strong this thing is. We’re going to show it whose boss!” Rainbow Dash stated in an eager tone. “Although… having a plan might be nice… since I have no idea what to do short of punching it in the face.” She added in a slightly deflated tone as she thought more about the matter.

“Yeah, I don’t think that would work.” A familiar voice from off to the side made everyone dart their heads in alarm. They saw a grey pegasus mare strolling up to them casually, one they had become acquainted with as Raincloud and learned to call their enemy.

“Back up Raincloud, or we’ll singe your face off.” Sunspot said in a threatening tone while moving in front of the group and pointing her strobe at the approaching mare along with her teammates. The pegasus merely chuckled at the sight of the small vials.

“Oh please, don’t hurt me with your shiny party poppers. I don’t want to die from laughter.” Raincloud said with a smirk, eliciting the three ponies to share a concerned glance with each other while thinking of whatever equipment they had to combat the grey mare. Everyone else stood behind the team of ponies and stared at the pegasus with varying degrees of fear, unease, and contempt.

“We don’t need hollow bluffs to fight you Raincloud.” Luna said with an intimidating tone while lighting up her horn and stepping in front of Sunspot and the others. Princess Celestia joined her sister and lit up her horn while standing in front of the group protectively.

“You won’t be able to fight all of us by yourself.” Celestia said with an icy glare pointed squarely at the shady pegasus.

“Hold up before you waste time with turning me into a smoking puddle. I didn’t come here to fight you… as much as the thought entertains me.” Raincloud said while holding back a scornful glare. The others looked at each other with confused expressions as they processed the mare’s words.

“What do you want if you didn’t come here to fight?” Twilight asked in a curious tone while stepping forward slightly. The two alicorns stood by the purple mare protectively, wary of the pegasus’s sudden desire for diplomacy.

“That thing in there took over a colleague of mine and killed almost everyone I have associated with for my whole life… needless to say, I am a tad bit pissed off at it.” Raincloud said while pointing behind the group towards the door at the end of the hall.

“What are you proposing, Raincloud?” Celestia asked while letting her horn die out. Luna looked to her sister with an uncertain expression as she used her hoof to gently push her back. With an uncomfortable sigh, the blue alicorn dimmed her horn as well while her sister stepped forward.

“*Sigh*… I can’t believe I am about to say this, but… I need… your help.” Raincloud said with a strained voice while cringing painfully.

“What?!” Twilight and her friends asked with shocked tones and surprised expressions.

“Look… I’ve been having my shadow keep tabs on that thing in there. What does he call himself… Shade? Whatever… he is too strong for me to take on alone, and he is definitely too strong for your sorry asses to take on. I thought that maybe together we could get that thing out of Grimwood and send it back to whatever slimy pit it crawled out of.” Raincloud said while leveling with the group. Everyone was still getting over the shock of hearing the grey mare trying to forge a working team with them, but she seemed genuine enough.

“And what’s to stop us from taking you into custody after all of this is over?” Sunspot asked while looking down to her shadow magic suppressing cuffs. Raincloud looked down and made an expression none of the ponies had ever seen on her.

Most of the times they met the grey mare she was smiling sadistically as her shadow tormented them, or she was genuinely enjoying almost killing them with her bare hooves. But now she was frowning sadly, and looking to the floor with a downcast expression.

“My brother is dead… Raven Feather is dead… there is nothing left for me here. I don’t care what happens to me… whether I go to jail for the rest of my life or die here at the hooves of that freak.” Raincloud said in a somber tone. Everyone was surprised to see such a genuine emotion from the pegasus, and they actually felt sorry for her despite everything she had done.

“We will see what happens to you after all is said and done… but for the time being, it would be in both of our interests to form an alliance… however fragile it might be.” Celestia said in a calm tone while stepping forward and offering to shake the grey mare’s hoof. Twilight and the others weren’t surprised to see such a friendly gesture from the princess, but it was still strange to see her offering to shake hooves with the enemy.

The pegasus looked up to the alicorn’s outstretched hoof and instinctively scoffed. She seemingly took a moment to contemplate things before scrunching her face in disgust and pushing the princess’s hoof away.

“Don’t make this any harder than it needs to be, Princess.” Raincloud said in a disdainful tone while walking around the group towards the door. Everyone backed up slightly and watched as the grey mare muttered to herself in an upset tone while avoiding looking at them. Celestia silently watched the pegasus with a wary expression, trying to ignore the fact that she just took her friendly show of peace and shoved it in her face. Still, she didn’t expect much more from the grey mare. Their alliance was one of necessity, and not one of choice. Had the circumstances been different, she was confident that Raincloud would slit her throat, at least if Raven Feather let her.

“Alright… we’re going to need something big if we’re going to beat this thing. I don’t suppose any of you have a plan?” Raincloud asked in a dull tone, not really expecting much of a battle plan from the group of ponies.

“Well, we could use the elements of harmony. If this thing is part shadow creature, and the elements were supposed to work on the eternal night, then we might have a chance with them.” Twilight suggested in an optimistic tone. Everyone seemed open to the idea of using the elements. After all, they were their strongest weapon against the forces of evil, even if they had never used them against something quite this evil.

“As much as the thought of that makes me want to hurl, you might be right.” Raincloud agreed with the unicorn in a begrudging tone. Not only did she detest that she was working with Twilight Sparkle and her friends, but she was actually going to plan on the forces of friendship to vanquish an ancient and evil shadow creature that was more powerful than anything she had ever seen.

Luna glanced back to the bag she kept with her thoughtfully. The elements of harmony were a powerful tool that had bested impossible odds before, but it had never been tried on anything so evil or powerful before. Her sister was stronger than her in terms of magical prowess, and she had been beaten by Raven Feather, who was in turn beaten by their current enemy. Still, the elements were the best bet they had at the moment.

“I have the elements with me. I will keep them safe until we can use them.” Luna explained in a confident tone.

“Hopefully we won’t need them to get by Shadow Mist and the others. Not that I’m even sure they would work against them… they are just ponies using shadow magic… I think.” Twilight pondered uneasily while thinking about whether or not Dust Kicker and Raven Feather were even ponies anymore. At any rate, there was no guarantee that the elements would disable the power inside of them.

“Don’t worry about that, I’m sure we can beat them. I’ll take them down myself if I have to.” Rainbow Dash said in a determined tone. She was met suddenly with Raincloud glaring at her.

“Are you stupid or something? The elements need their wielders alive to work… all of them. You six need to stay out of this fight. Assuming you don’t get slaughtered in the first few seconds that we fight that thing in Grimwood, we at least need the shot.” Raincloud said in a condescending tone, much to the cyan mare’s annoyance.

“Grr…” Rainbow Dash glared back at the grey pegasus as she contemplated punching her in her smug face. Before she could act on her violent thoughts, she was stopped by Princess Celestia placing a hoof on her shoulder.

“Settle down Rainbow Dash. I agree with Raincloud on this… I think you and the girls should stay back while we defeat Shadow Mist and the others.” Celestia said in a serious tone.

“W-what?!” Rainbow Dash asked in a shocked tone. Most of the others shared in the cyan mare’s surprise.

“I know what you’re thinking Rainbow Dash, and I appreciate your willingness to fight this thing with us… but you are too important to take such a large risk. I want you and the others to stay with my sister while she projects a force field around herself. This way we can keep both you and the elements safe, as well as having a safe haven from any of their attacks.” Celestia explained while looking to her sister to confer her opinion. The blue alicorn nodded in agreement with her sibling. As much as she wanted to fight with the others, she knew that someone had to protect their weaker members.

“Ugh… fine. I just want to make it clear that I do not like this.” Rainbow Dash said while folding her arms with an upset expression on her face.

“If it makes you feel better Rainbow Dash, I can give you my strobe so you can use it while I use my magic.” Glitterball suggested in a friendly tone while offering the vial up to the pegasus. Rainbow Dash smiled softly from the gesture before sighing restlessly.

“Thanks Glitter.” Rainbow said while accepting the strobe from the unicorn and examining it in her hooves.

“Ok, if you’re all done hugging it out, I would like to kill this thing before it finishes what it’s doing and destroys the whole of Equestria.” Raincloud shrugged in an impatient tone.

Everyone glanced to the grey pegasus as she waited over by the door. Her eagerness to go out into the fray wasn’t exactly unanimous among the ponies. However confident some of the stronger members of the group might have been, they all felt at least a little unease in the pit of their stomachs as they thought of the coming battle.

With their roles set and all the planning they could do carried out, the group had nothing more to do than offer concerned glances to their friends and march forward. Twilight and the others stayed close to Princess Luna as she walked at the back of the group. Even if some of them could use their magic or other means to help the others from afar, they still felt like they could do more. At the same time, the feelings of dread shared among them only got stronger as they approached the door.

Everyone stopped in front of Raincloud and watched as she turned to face the door. She glanced back to the others for a moment before sighing, as if she were thinking of something annoying. Judging from her expression, it most likely had something to do with them.

“I can use my shadow magic to do some damage to them… you guys should be able to stay back and shoot whatever you have at them from where you are.” Raincloud suggested with a slight hint of annoyance in her voice as she leveled with the group. They could tell that she was fine with them dying in battle, but their survival was in her best interest, at least for the moment.

“I will fight with you. I should be able to handle myself against them.” Celestia volunteered in a confident manner. Her bravery in the face of danger was most likely lost on her gray ally, but she nodded anyway.

“What should we do, Princess?” One of the guards at the back of the group asked curiously. Celestia and the others turned to look at the small team of guards that had accompanied them from the station back in town. The white alicorn realized that most of them wouldn’t be able to help without getting close up to their foes, and that would put them at great risk, which was something the princess wanted to avoid if at all possible.

“Stay back with the others. Those of you who can use magic can support us from the safety of the barrier. The rest of you can keep watch and keep everyone safe on the off chance that one of them gets through the force field.” Celestia instructed in a serious tone. The guards saluted and nodded in compliance with their new orders.

Now that everyone was more or less ready to face the upcoming challenges, the grey pegasus at the front of the group placed her hoof on the door handle and paused. She nodded to the group, who offered silent nods in return, before turning the handle and pushing the door open.

Everyone quickly funneled into the room and looked ahead to find their enemies. As expected, they found the three ponies over at the far end of the room like they had never moved. As soon as everyone was inside, Luna lit up her horn and projected a magical barrier around the area that stretched out a few feet to give the group some room.

The three ponies across the room looked over and noticed the intruders as they prepared themselves for battle. The red stallion chuckled slightly as he noticed a certain grey pegasus standing among them like she was fighting alongside them.

“Well look who decided to come back.” Shadow Mist said in an intrigued tone. Raincloud growled under her breath as she saw what Shade did to her former friends first hand. The sight of her brother looking back at her with glowing eyes and a glowing slit on his neck instilled her with both sorrow and anger.

“Look Shadow Mist, I don’t know what that thing did to you, but you’ve got to be in there somewhere. I don’t want to kill you… but I will if it means putting a stop to this.” Raincloud spoke up across the room while stepping out of the barrier with a serious expression.

“I didn’t peg you for the heroic type Raincloud. I would say I was impressed if you didn’t decide to side with such weaklings. Even with your shadow magic you are weaker than us.” Shadow Mist said in a confident tone while letting some dark energy pulsate out of his hoof for show.

The others watched as Raincloud glanced down to the stallion’s small display of power with a concerned expression. Perhaps she could get a better feel than they could for how powerful his shadow magic was, or maybe she was dreading having to fight her colleagues, but either way she seemed hesitant to jump into battle.

Celestia stepped out of the barrier and got in line with the grey pegasus. Along with this show of courage, Twilight and the others readied their own methods of attacking. All of the unicorns lit up their horns and stared ahead with serious expressions, and everyone who had access to a strobe readied it in line with the three ponies in the distance. Raincloud looked over to see the others giving her reassuring expressions. Whether or not she enjoyed fighting with the princess and everyone else on her side, she appreciated that she wouldn’t need to do this alone.

“I don’t like how cocky you’ve gotten… Oh well. If you won’t help me get your head on straight again, I guess I’ll just have to knock some sense into you.” Raincloud said while readying herself for battle. A disquieting sound filled the air as the grey mare’s shadow floated up and out of the floor.

Twilight and the others looked at the floating specter with wary expressions. They had never seen the shadow any other time than when it was trying to rip them to shreds, so it was a strange turn of events to see it on their side for once.

“I’d like to see you try.” Shadow Mist said with a sinister grin before looking to his two companions. “Kill them!” He instructed while pointing at the group ahead with his good leg.

Dust Kicker and Raven Feather smirked slightly as they settled their eyes on the group of ponies. The undead pair channeled shadow energy to both their front hooves and started rushing forward. Meanwhile, Shadow Mist stayed behind and prepared to fight from a distance.

“Shadow, kill them!” Raincloud commanded to her pet while directing it towards the two ponies with her thoughts. As much as she hated sending her familiar to kill her brother and her mentor, she knew that they were no longer themselves and they had to be put down.

The specter’s laughter echoed through the room, sending a slight chill through the group of ponies behind it as it readied its claws. Suddenly, the shadow flew forward with a threatening wail and shot after the two ponies to reach them before they reached its master.

“Fire!” Glimmer Shine yelled to everyone while pointing his strobe at the two approaching threats. Everyone discharged either their strobes or their horns, sending a wave of projectiles towards the two. Being careful not to hit Raincloud’s shadow, they fired everything they had at the two ponies and their red colleague.

Raven Feather and Dust Kicker ducked and dodged around every bolt of light or magical beam that came their way. Once they reached the shadow sailing towards them with claws at the ready, they both shot their hooves out in front of them and discharged the dark energy they had been focusing.

Raincloud’s shadow let out an agitated growl as it was sent flying backwards by a shockwave of purple energy. Once it regained its balance in the air, it looked ahead to see the two ponies firing shadowy fireballs toward it and the others behind it. The only thing the specter could do was dodge the attacks and attempt to get closer.

Twilight and the others watched with concern as the fireballs whizzed past Celestia and Raincloud, nearly catching the pair off guard and smacking right into them. While the two ponies narrowly avoided the dark projectiles, the group behind them could only hope that the shield being projected by Princess Luna would hold up.

The barrage of fireballs exploded into the shield with a thunderous clamor. The ponies inside cringed and flinched their eyes shut as they felt and heard the shield shaking from each successive hit. A few cracks formed in the magical barrier as Luna strained to keep it solid.

“Hyah!” Raincloud yelled suddenly as she charged forward towards the two ponies. She channeled shadow magic to her hoof and swiped it sideways, sending an arc of purple energy towards them.

Dust Kicker dove to the ground while Raven Feather jumped to the side, allowing the arc to sail past them and slam into the floor behind them. A small explosion rang out as the band of energy finished its brief flight, leaving a sizable scorch mark in a near perfect outline of itself as a visible calling card.

Spotting an opportunity to go from defense to offense, Celestia lit up her horn and fired a series of magical beams at the pair. While the two ponies scrambled to evade or deflect the incoming attacks, Luna had time to recuperate and repair any damage done to her shield.

Raincloud and her shadow rushed forward and went for Raven Feather and Dust Kicker respectively, taking them by surprise from the side. While Raincloud and Raven Feather channeled shadow energy to their hooves and had a makeshift sword fight, Dust Kicker tried his best to keep ahead of the shadow as it swiped at him with its claws. The two pairs danced around each other, all the while trying to make a move that would put them at an advantage.

Celestia and the others still offered fire support, even if they had to be more careful with their shots. Somehow however, Raven Feather and Dust Kicker seemed to be able to keep up with both their attackers and the incoming shots, using quick speed and agile maneuvers to either block or evade each strike or projectile.

“Grr!” Raincloud growled through her teeth as she clashed energies with her former mentor. Raven Feather scowled at the pegasus while pushing back on her with all of her might. The grey mare could feel her arm straining from the unyielding strength of the undead pony.

Suddenly, a loud thud sounded out through the room and the ground shook violently. Before anyone could react, a shockwave traveled through the floor and swept underneath the ponies. Celestia managed to keep her footing with little more than a stumble, but Raincloud wasn’t so lucky.

“Ah!” Raincloud yelped in surprise as she was sent tumbling to the floor. She rolled over on her back and grunted in pain from the impact. As she rubbed her shoulder and looked over to see what caused the sudden shockwave, she saw Shadow Mist on the other side of the room recovering from stomping his hoof on the ground, doubtlessly having used his shadow magic.

“Raincloud, lookout!” Celestia exclaimed urgently while pointing behind the grey mare. Raincloud looked up just in time to see Raven Feather, with her arm still enveloped in shadow energy, about to drive the shadowy spike down into her.

Raincloud yelped again while rolling to the side to dodge the strike. She only just cleared the impact zone before Raven Feather planted her makeshift blade into the floor, causing it to crack slightly. The grey pegasus scrambled to distance herself from her opponent and to get to her feet, managing to shoot an agitated glare at the black mare as she regained her composure.

“I should probably be thankful that you aren’t in there anymore Raven Feather. You would have already beaten me by now if you were.” Raincloud said with an angry tone while leering at the undead pony.

Raven Feather merely kept the same expression of contempt that she had on her face since she was reborn. She let the energy on her arm dissipate, choosing instead to go for a different approach with her shadow magic. Before she could execute whatever plan she had however, she heard a distorted growl behind her.

The black mare spun around to see a glowing purple face staring back at her. Raincloud’s shadow had broken away from Dust Kicker and went to deal with the pony that had just assaulted its master. The specter raised its claws and swiped sideways, catching the undead mare on the side of her face.

Raven Feather let out a quiet grunt of pain. The black mare turned to stare down the specter with her own equally intense glowing eyes and growled angrily. She ducked under the next swipe the shadow sent after her, which was almost too fast for her to handle. As the shadow used both claws and all of his speed to keep the undead pony on the defensive, Raven Feather could barely do anything other than dodge to stay ahead of her attacker.

As Dust Kicker started to move to assist his ally, he was suddenly enveloped by a magical aura and lifted into the air. The stallion looked over to see Celestia with a light smirk on her face and her horn glowing at full force. The pony in her grip struggled to escape, but she restrained his limbs to hamper his usage of shadow magic as much as possible.

Meanwhile, Raincloud was focusing on something else while her ghostly minion and her alicorn ally dealt with the two undead ponies. To give her shadow some time to dispatch Raven Feather, and perhaps to give her a distraction so she didn’t have to watch, the grey pegasus trotted across the room towards Shadow Mist.

The red stallion noticed his former friend approaching him and adopted a more serious expression on his face. As if to cement the fact that she was here to fight and not to chat, Raincloud channeled shadow energy to her hoof in preparation to battle with Shadow Mist.

“Hyah!” Raincloud yelled while pointing her hoof forward and sending a spout of shadowy flames towards the red stallion. Shadow Mist dodged to the side and channeled his own shadow magic to his hoof.

As the stallion held his hoof out towards the grey mare, she suddenly felt something gripping her throat tightly. Shadow Mist maneuvered his hoof upwards a little bit, causing the pegasus to let out a stifled cry as she was lifted into the air by her neck. Before she could feel the effects of suffocation, Raincloud was suddenly flung to the side by the stallion. She let out a frightened yelp before slamming into the wall and falling to the floor on her back.

“Gah… *Pant*” Raincloud groaned painfully as she forced herself up off the floor on one hoof. She gradually lifted her other front leg and used it to steady herself as she looked to see where her opponent was. She gasped quietly as she saw Shadow Mist strolling towards her with a devilish grin on his face.

As the grey mare tried to raise her hoof and channel shadow energy to it, the red stallion hurried his pace slightly to catch up to her and swat her arm away. Before Raincloud could retaliate or flee, Shadow Mist planted his newly restored leg onto her neck and pushed her to the floor.

Raincloud croaked in pain while feverishly clawing at the shadowy limb on top of her to no avail. Her weakened state and the stallion’s enhanced power made it nearly impossible for her to fight back.

“Heh… I never expected this would be so easy.” Shadow Mist said in a cocky tone while raising his other leg in the air. Raincloud’s eyes widened as the stallion channeled shadow energy to his leg and focused it to a point to create a shadowy blade. He held it above the pegasus, seemingly enjoying the slow experience of watching her squirm.

Desperate to escape the red stallion and her impending demise, Raincloud looked up to see what her unconventional allies were doing. As she looked over to the group across the room behind Luna’s barrier, she saw concerned expressions on all of the ponies’ faces.

“Oh no, Raincloud’s in trouble!” Twilight exclaimed in a fearful tone. As much as she disliked the grey pegasus, she didn’t want to see her die.

“Don’t worry… I’ve got that little rat in my sights.” Sunspot stated while squinting her eyes to aim her strobe across the room. As soon as she got the stallion in her line of fire, she pressed the button on her strobe as fast as she could.

Before the bolts of light could get very far, a spout of shadowy flames suddenly shot out from the side and intercepted all of them. The stunned ponies looked over to find the cause of the interruption, only to discover Raven Feather holding one of her hooves up with shadow energy pulsing from the tip. The black mare was still fighting Raincloud’s shadow, but she was now able to keep so far ahead of the specter that she was able to divert her attention to making sure that the others didn’t intervene to save their grey ally.

Realizing that nobody else could help her, Raincloud turned to her shadow with a desperate expression. The ghostly creature was too distracted with dodging any attacks that Raven Feather sent its way and trying to get in strikes of his own that it didn’t even notice the dire straits that its master was in.

“Guh… s-shadow… help me.” Raincloud pleaded as she turned away from the red stallion on top of her and his piercing gaze. Shadow Mist was enjoying every moment of pressuring the grey mare by inching his blade closer to her. From this distance, she could already feel a slight tingling sensation from foreign shadow energy being close to her.

Raincloud’s shadow suddenly stopped what it was doing and darted its head over to the grey pegasus. It let out a surprised sound before shifting to a more furious growl as it prepared to fly over and gut the red stallion for injuring its master. Suddenly, a flash of purple appeared and the shadow let out a wail of pain as a concentrated beam of energy was shot at it by Raven Feather.

Everyone watched with shocked expressions as the shadow was sent flying into the far wall by the purple beam. The specter wailed and howled for a moment before fading into the wall weakly. As if to further cement the shadow’s defeat, a translucent black spot darted along the floor and returned itself to Raincloud’s actual shadow.

“Damnit!” Raincloud cursed while softly hitting her head against the floor. She could feel that her minion was too exhausted from the attack to reappear, even in such a desperate situation. And due to her own exhaustion, she couldn’t forcibly project it to save herself. Now she was totally powerless to stop the red stallion on her own.

Celestia growled under her breath as she looked over to see a smirk on Raven Feather’s face. It seemed that even after her death she enjoyed the suffering of others. Finally, the white alicorn decided that she would have to be the one to save the grey pegasus. Before Raven Feather could notice her, she looked over to the red stallion and charged up a concussive bolt of energy to knock him off of the pegasus, all the while being careful to keep Dust Kicker contained in her magical aura as well. However, the slight nagging feeling of weakness she had left over from when Shade attacked her only served to further complicate things.

Hearing the brown pegasus beside her heaving from exertion and feeling a strain on her magic, Celestia looked over to see Dust Kicker channeling shadow energy around his body. Before she could react further, the stallion exploded the buildup of energy outwards, completely overpowering and shattering the alicorn’s magical grip on him.

“Gah!” Celestia winced as the immense strain on her horn became too much to handle. She raced to try and contain or at least pacify the stallion again, but Dust Kicker had other plans in mind.

The brown pegasus shot his hoof out towards the princess, shooting out a ball of shadow energy at high speeds that Celestia barely had time to even process, let alone dodge. The alicorn yelped in pain as she was sent from her feet and roughly landed on the floor. Before she could get back up again, she felt her limbs being pinned to the floor.

Celestia looked down uneasily to see her legs being held in place by a dark purple glow. She looked up to see Dust Kicker holding his hoof out and focusing an aura of shadow energy around it, seemingly controlling the dark bonds that held her in place. As she tried to move her neck to the side to help Raincloud, the princess grunted in pain as her head was roughly pushed to the floor and pinned in the same manner as her limbs.

“Heh… looks like your new friends aren’t as much of an insurance policy as you hoped.” Shadow Mist said while turning to look at the grey mare pinned under his hoof. Raincloud’s bravery was slowly fading away as the stallion brought his makeshift blade closer and closer to her face. She tried inching her neck to move away, but there was only so far that her muscles could stretch. She contemplated trying to use shadow magic, but she quickly realized that she would probably be dead the instant the stallion saw her hooves glowing.

The ponies were worried about Celestia’s wellbeing from having the brown pegasus overpower her, but right now there was another matter that they were more concerned about. With Celestia and the ghostly specter disabled, and Raven Feather waiting to block any projectiles sent by the others, there was nothing they could do to help Raincloud from where they were.

“What do we do?! She’s going to die if we just sit here!” Sunspot stated in an urgent tone.

“Maybe we can lift Shadow Mist off of her from here with our magic?” Twilight suggested in a nervously hopeful tone.

“No… I don’t think that would work. If we even tried that, I’m sure Shadow Mist could break out as easy as Dust Kicker just did… and I’m pretty sure Princess Celestia is stronger than us.” Glitterball said while watching the scene in front of her uneasily.

“Well we have to do something! We can’t just sit here and watch her d… wait a minute.” Twilight said in a confused tone as she looked around at her friends, only to discover that someone was missing. “Where is Rainbow Dash?” She asked in a confused tone. Everyone looked around to see if the cyan mare was behind someone, only to realize that she was nowhere to be found in the area shielded by Princess Luna.

“*Gasp* Look! There she is!” Pinkie said in an excited tone while pointing ahead into the room. The others were uncertain about how they felt about the pegasus being outside of the safe area, but sure enough there she was. The cyan mare was in flight near the ceiling, darting her way as fast as she could towards the two ponies struggling at the far end of the room.

Raincloud watched with a dreadful expression as Shadow Mist raised his leg up and prepared to impale her with his shadowy blade. The stallion snickered softly before yelling and driving his leg down onto the pegasus with a great amount of force. The grey mare flinched her eyes shut and tensed her body up as one final denial to her imminent demise.

*Thwack*

Shadow Mist grunted in pain as something slammed into his side at high speed. Raincloud looked up just in time to see the red stallion getting kicked off of her forcibly by non-other than Rainbow Dash. The cyan pegasus admired the sight of the stallion rolling on the floor from her strike before quickly landing and offering Raincloud her hoof to help her up.

“Come on! Get up before he shakes it off and kills both of us!” Rainbow Dash stated urgently. Meanwhile, the grey mare was still in a state of shock from her sudden rescue.

“W-what?” Raincloud stammered in a stunned tone as she looked at the cyan pegasus in utter confusion. She couldn’t believe that she was being saved by someone that should have hated her guts.

“*Sigh* Hurry up!” Rainbow Dash groaned in disbelief while grabbing the grey mare by the arm and pulling her up. Raincloud followed the cyan pegasus in a shocked state as she ran while dragging her confused companion along behind her.

After the initial shock wore off, Raincloud and her unlikely savior spread their wings and took off into the air to distance themselves from the red stallion, who was still recovering from his sudden assault.

Shadow Mist grunted in painful annoyance while pushing himself up from the floor. He turned to see the two mares flying back to safety and growled under his breath. Channeling shadow energy to his hooves, the red stallion yelled fiercely while stamping both of his legs on the ground.

Rainbow Dash and Raincloud looked down to see a dark shadow on the ground chasing after them. As the shadow beneath them started to glow, they both widened their eyes as they gathered what came next.

“Yikes!” Rainbow Dash exclaimed while darting to the side. Just as both mares cleared the area, a spike of shadow energy shot up from the floor and went clear to the ceiling, nearly blowing their hair back from the force it held.

As the two ponies dodged the first spike, the shadow on the ground split off into two and followed them. Another set of spikes jutted up to the side of the mares, causing them to flinch in surprise while flying even further to the side. Everyone watched nervously as the two pegasus’s darted around in the air, closely followed by the shadowy blob on the ground and a myriad of spikes ready to impale them if they slipped up even once.

Suddenly, Rainbow Dash saw a blur of motion in front of her. She instinctively stopped mid-air, only to have one of the spikes shoot up directly in front of her. The jarring sight was enough to make her yelp in surprise. Raincloud offered a stray glance to the cyan mare before she was forced to keep flying due to her own pursuer.

Realizing that the red stallion was still trying to kill her, Rainbow Dash started to fly around the pillar of darkness to get to the safe area. However, something shot up beneath her before she could scarcely make it around the spike.

“AGH!” Rainbow Dash cried out in pain as one of the spikes clipped her side. The solid column of energy was strong and fast enough to pierce her skin, sending a spray of blood out and causing the cyan mare to fall slightly from shock.

“*Gasp* Rainbow Dash!” Twilight and the others yelled fearfully as they watched their friend being wounded.

Rainbow Dash clutched her side as she fell away from the shadowy spike. As she started plummeting to the ground, she flapped her wings a few times to steady herself, but the pain she was in made it nearly impossible to fly correctly.

Much to the relief of everyone watching, the cyan pegasus somehow managed to guide her falling to make it through the barrier Luna was maintaining. Rainbow Dash grunted in pain as she landed on the floor harder than she would have liked. The terrified ponies watching raced over to their friend as soon as she landed.

“Oh my gosh! Rainbow Dash are you okay?!” Fluttershy asked in a fearful tone while watching the cyan mare writhing on the ground while clutching her side. There was blood pouring out of a straight gash in her side that went clear up and down the length of her ribs. Thankfully the gash didn’t look deep enough to have actually hit her ribcage or anything vital, however it did look incredibly painful.

“Gah! … Ack… owwie!” Rainbow Dash groaned in pain as she tried to lift her head up to address her friends. Glitterball gently made the cyan mare stay in a resting position while she examined her wound further.

“Rainbow Dash… I know this hurts, but I really need to see your wound.” Glitterball said in a hesitant tone while gently moving Rainbow Dash’s arm away from her side. Everyone watched with sympathetic expressions of worry as the unicorn examined the bloody gash further. The mere sight of such a grizzly looking injury on their friend made the others pale and more than a little bit sick.

“*Sigh* I was afraid of this… I don’t think I can do anything to heal this. It might not be deep enough to hit anything other than skin, but it is too deep and too large for my magic to completely close up.” Glitterball said in a troubled tone.

“Maybe you should try my magic.” The group heard Raincloud announce from behind them. Everyone turned to see the grey pegasus and Princess Celestia walking back into the barrier. Surprisingly enough, it seemed as though Raincloud had been helping the alicorn to escape from Raven Feather and Dust Kicker. The two undead ponies leered at the group from outside of the barrier as they tried channeling shadow energy through the floor to get to them. Thankfully however, it seemed as though Luna’s barrier was keeping even the translucent shadows on the ground at bay.

“What the… why are you helping us all of a sudden? I thought you hated us?” Twilight asked in a confused tone. The unicorn would have thought that maybe Raincloud was offering to help Rainbow Dash because she just saved her life, but the grey mare also assisted Princess Celestia, who was hated intensely by most members of the hooded ponies.

The grey pegasus sighed for a moment while looking down at the floor. It looked like she was trying to justify her own reasoning for herself. Finally she returned a stern expression to her face, which was surprisingly more familiar to the ponies than they would have liked.

“None of you are good to me dead… least of all you six and the princess. We need the elements if we’re going to beat this thing… and as much as it pains me to admit, she is one of our best fighters besides myself.” Raincloud said while glancing to the princess with a disgusted expression.

“Why should we trust you around Rainbow Dash? You might just make things worse for her.” Applejack said in a wary tone while glancing to the cyan mare with a concerned expression.

“Like I said… we need the elements to beat that thing in Grimwood. I don’t think she will be able to do much of anything with her side looking like that.” Raincloud said in a cold tone, much to the dismay of the others. “Or you know, you could just leave her like that… some friends you would be in that case.” She added with a muffled scoff while looking at the floor in an irritable manner.

Twilight and the others were hesitant to let the grey mare near their friend. Even if she were telling the truth, they weren’t sure if they wanted to put their faith in the power of shadow magic. Who knows what kind of side effects something as evil as that would have?

“It’s fine everyone… let her help Rainbow Dash.” Celestia said in a confident tone.

“Princess… are you sure about this?” Glimmer Shine asked in an uncertain tone while glancing to the grey mare warily. A sudden yelp of pain drew everyone’s attention back to Rainbow Dash, who was still clutching her injury and writhing on the ground trying to cope with her suffering.

“I’m sure that Rainbow Dash is in a lot of pain right now, and I am also sure that Raincloud is telling the truth… at least about needing us to help her defeat shade.” Celestia explained while looking to the grey mare with a slightly thankful expression. Not only had the grey mare offered to heal Rainbow Dash, but she also went back and rescued her from Dust Kicker’s clutches. Best case scenario, perhaps she was having a change of heart. But at any rate, she was clearly doing things that she didn’t like for the betterment of their mission.

“Ok fine. Anything is better than letting her suffer like this I suppose.” Glimmer Shine said while backing away from the cyan mare.

Everyone watched warily as Raincloud walked up to the injured pegasus and knelt down. She hesitated for a moment and sighed in disappointment before putting on a serious expression and channeling shadow energy to her hoof.

Rainbow Dash watched the pulsating aura of darkness around Raincloud’s hoof with a concerned expression. She silently hoped that after risking her own life to save the grey mare that she wouldn’t try to kill her so soon.

After a moment of the cyan mare tensing up and Raincloud inching her hoof closer, she finally made contact and held her hoof in place. Rainbow Dash jumped slightly as a cold sensation enveloped her side. She could feel the pain from her wound slowly subsiding, but it definitely wasn’t as pleasant an experience as Tom’s healing light and its warmth.

“There… now try not to be so reckless next time?” Raincloud asked in a condescending tone while roughly punching the cyan mare’s newly healed side.

“You know, you could at least say thank you considering I just saved your life.” Rainbow Dash replied in an annoyed tone. She couldn’t believe that the grey mare could be so hostile even after being rescued from a certain death situation.

Raincloud groaned under her breath and averted her eyes for a moment. She grumbled to herself with an upset scowl on her face, seemingly contemplating something. She finally looked back up at the cyan mare with an unimpressed expression.

“Yeah, whatever… thanks I guess.” Raincloud said in an insincere tone while turning away from the cyan mare. Rainbow Dash and the others glanced between each other and the grey pegasus with stunned expressions of disbelief.

After getting Rainbow Dash to her feet, everyone turned their attention back to the matter at hand. They were stuck in a magical force field while their enemies watched them and eagerly tried to get in. They had barely done any damage to the three empowered ponies since they arrived and sprung Princess Celestia from their grasp. If they were going to succeed and find a way to stop Shade, they had to neutralize Shadow Mist and his two cohorts.

“Ok, listen up everyone. I think I might know how we can stop these guys.” Raincloud said with a hushed whisper while motioning for everyone to huddle closer to her. The others glanced back at the prying eyes of the three ponies outside before simultaneously agreeing that they should hide their strategies from them.

“What did you have in mind?” Twilight asked curiously while stepping into the circle being formed by everyone huddling around the grey mare.

“Whatever Shade did to them, they are bursting with shadow energy now. I could practically feel it every time I got close to one of them. Even if we managed to land an attack on them, they could probably shake it off and heal with no problem.” Raincloud explained in a troubled tone.

“But how are we going to beat them if they can just tank whatever we throw at them and heal?” Sunspot asked in an uneasy tone. Everyone else shared in the orange pegasus’s concerns, and most of them weren’t handling the situation with as much bravery.

“Well unless they are like that human friend of yours and they need energy to keep going, I don’t think we can beat them like Raven Feather beat him… and that’s even if we could keep up with them long enough to wear them out.” Raincloud stated in a casual tone. The others pointed wary leers at the grey mare for bringing up Tom’s defeat in such a negative way.

“What is your plan Raincloud? Time is of the essence until we defeat the entity in the other room.” Celestia said as a reminder of the urgent situation the group was in. The grey mare sighed before nodding in agreement.

“Ok, look… I think I can use my own shadow magic to draw whatever energy Shade used on them out of them. It won’t be easy, and I would need time enough to do it up close to them, but it’s the best chance we have at the moment.” Raincloud explained in an uneasy tone. She was clearly dreading having to get close to the three ponies again.

“I suppose you would need our help to restrain whoever you choose to drain first and to keep the others occupied?” Celestia asked while thinking about the grey mare’s plan in more detail. It was obvious that Shadow Mist and his two colleagues wouldn’t just stand by and idly watch while one of them was being detained and drained of their energy.

“Yeah, I think there is no other way around it. I hope you’re up to the challenge.” Raincloud shrugged in an uneasy tone while thinking back to the alicorn’s weak behavior. Perhaps she was still recovering from when Shade drained her energy.

“You just worry about siphoning their energy… I’ll worry about keeping the others busy.” Celestia replied in a serious tone.

As the group decided on their plan, they all had a certain air of determination about them. However, the odd silence in the air started to unsettle the ponies as they noticed it. Shadow Mist and the others should have been fighting to break in, but there was no noise coming from behind the group to even indicate they were under attack.

Before anyone could ask about why their enemies weren’t making any noise, a soft knocking sound came from behind the group. It sounded like someone tapping on glass, so the ponies gathered that someone was knocking on Luna’s barrier to get their attention.

Everyone turned around in unison, only to be greeted with the sight of Shadow Mist and his two undead underlings standing casually just outside of the barrier. The unexpected sight caught the ponies off guard, causing a wave of dread and unease to wash over them as they thought about what the trio was up to.

“What are you doing Shadow Mist?” Raincloud asked in a demanding tone while stepping in front of the group.

“I have decided to offer you an olive branch so to say.” Shadow Mist said in a calm tone while glancing to his two companions. Although the two undead ponies weren’t capable of looking unintimidating, they sat by the red stallion silently.

“What…? Are you serious? That thing must have scrambled your brain worse than I thought if you expect me to side with you Shadow.” Raincloud scoffed in an unimpressed tone while leering at the stallion. Twilight and the others were surprised to hear the grey mare berating her former friends, but perhaps she was serious about not wanting to join them.

“Oh come on Raincloud… I thought you wanted to bathe the world in darkness? Why don’t you just help us take care of these weaklings so we don’t have to kill you along with them?” Shadow Mist asked in a sincere tone while smirking at the grey pegasus.

“Hey! Who are you calling weaklings?!” Rainbow Dash chimed in with an upset glare firmly directed towards the red stallion. Ignoring the sudden outburst of her cyan colleague, Raincloud shook her head in disappointment at Shadow Mist’s offer.

“No… I never wanted to destroy the world… none of us did. This was never Raven Feather’s dream… she wanted to make the world better, not destroy it entirely.” Raincloud stated in a sincere manner.

“Uh… that’s a bit of a stretch if you ask me.” Sunspot said in a hesitant tone, eliciting a glare from the grey pegasus.

“Hey, do you want me to fight with you or not?” Raincloud asked with a semi-serious expression before directing her attention back to the red stallion.

“Tsk, tsk, tsk… I was so hoping you would come around to our way of thinking. Oh well… I guess we’ll have to kill you then.” Shadow Mist said while adopting a more sinister expression. The sudden statement made the group behind the magical barrier uneasy, even if they weren’t sure if the trio were capable of reaching them.

Just to be safe, Celestia motioned to Glitterball and the other unicorns of the group as she lit up her horn. Everyone lit up their horns once they caught on and joined the alicorn as she started channeling her magic into Luna’s barrier. The force field glowed and shimmered brightly as it was charged with an incredible amount of power.

“And just how are you going to manage that?” Raincloud asked in a confident tone while stepping closer to the translucent barrier between her and the three ponies. “You’ve already demonstrated that you can’t get in here… and that was before we boosted the power of the barrier. I don’t think even I could bust through this thing now. Shadow magic is powerful, but it has limits… and you’ve reached yours a lot sooner than I thought.” She said with a wry smirk. Although the others weren’t sure if their grey companion should be gloating in the face of their enemy, they were fairly confident that the barrier would hold with how many unicorns were pouring energy into it.

Shadow Mist chuckled to himself while glancing to his two undead colleagues. He slowly stepped closer to the force field until he was right next to it, staring face to face with Raincloud and the group behind her.

“Oh Raincloud… I only wish you could understand. We are only just beginning to tap into our full scope of power.” Shadow Mist said in a serious tone. Suddenly, the red stallion started channeling shadow energy to his right leg.

The normally bright purple aura of darkness that occurred when using shadow magic appeared briefly at the tip of Shadow Mist’s hoof, but it quickly underwent a sinister change. The purple color of the pulsating energy blackened and solidified until the stallion’s hoof wasn’t even visible underneath it.

Shadow Mist grunted from exertion while still managing a devilish smirk on his face. Twilight and the others grew more uneasy and concerned by the second as they watched the stallion channeling more and more power to his hoof. Even Raincloud started backing up with a stunned expression as she stared at the glowing ball of darkness around Shadow Mist’s hoof. Given her own knowledge of shadow magic, seeing the grey mare with such a nervous expression made the others nearly panic. It seemed like she was terrified, which was an emotion that the others weren’t even sure the pegasus could feel.

Before anyone could try anything to interrupt the red stallion from channeling energy, he lifted his hoof into the air and punched into the barrier. With a mighty yell, Shadow Mist dumped all of the energy he had gathered into the magical force field.

Luna, Celestia, Glitterball, and even Twilight and Rarity all groaned from exertion as they felt an immense strain being put on the barrier. All of the unicorns put everything they had into fortifying the barrier, but the red stallion had other plans. The energy from around Shadow Mist’s hoof started to spread out across the force field, blocking out everything from view. The stark black energy clashed with the colorful barrier in every sense imaginable, nearly enveloping it completely and covering the ponies in a shell of darkness.

“Guh… g-guys, I don’t think we can hold this back any longer!” Twilight announced in a nervous tone while pushing her magic to its limits. If she was as exhausted as the other unicorns were, then the group was in serious trouble.

Everyone backed up further and readied themselves physically and mentally as cracks started forming in the barrier and scattering out. Pieces of the translucent force field started breaking off and vanishing, letting small tendrils of the fluidic darkness to flow through and pour onto the floor. The ponies were uncertain what to think. Would Shadow Mist kill them right here and now with the mass of energy, or would he just use it to break away their barrier and kill them himself? Either way, they were all about to be thrust into battle once again, whether they wanted it or not.

“Stay behind us!” Celestia shouted while stepping in front of the others. Raincloud, Luna, Glimmer Shine, Sunspot, Glitterball, and the guards all stepped forward to be in line so they could better protect the six mares. Rainbow Dash and the others anxiously watched as Twilight and Rarity fought to keep the barrier intact. Even with several unicorns and two powerful alicorns charging the shield with their magic, the dark energy was still breaking through with ease.

Suddenly, the barrier completely shattered and the dark energy fell to the floor. Everyone that was projecting the shield either yelped painfully or groaned from exertion as their magic was overwhelmed. Shaking off whatever exhaustion they felt, Twilight and the others turned their attention ahead to see what their enemies were doing.

Instead of charging ahead with reckless abandon, Shadow Mist and his two colleagues were still standing in place a few feet away, however there was now an undulating mass of dark energy separating the two groups instead of a magical barrier.

Shadow Mist channeled more shadow energy to his hoof and yelled fiercely while exerting his influence. Suddenly, the mass of darkness on the floor started raising off the ground and taking shape. The entire blob of energy was forming into several smaller shapes that immediately solidified and morphed into the forms of darklings. There were around ten of the vicious beasts, all of them seemingly enhanced beyond the scope of normal darklings due to the presence of purple highlights on their bodies.

“Kill them!” Shadow Mist commanded while pointing to the group of ponies. The red stallion and his two undead teammates channeled shadow energy through their bodies to prepare to fight the others along with the darklings.

As the trio prepared for battle and the horde of darklings leapt forward, the ponies raced to prepare themselves for the incoming threats. Glimmer Shine and his two teammates readied their strobes and opened fire on the incoming beasts, but the blasts of light barely did anything other than annoy the creatures.

“Shadow, defend!” Raincloud commanded while channeling shadow magic to her hooves and charging forward. On cue with her instructions, her shadow elongated and solidified before her minion floated out of it. The specter remained behind while its master ran into battle, seemingly to protect the six mares behind it from the incoming horde. Twilight and the others were surprised to see an old enemy fighting alongside them for once, but they welcomed the aid nonetheless.

“Rrrah!” Shadow Mist yelled while flinging a shadowy fireball at the group. The projectile sailed over the darklings as they clashed with Raincloud and continued towards the others.

The sight of a fireball and several monsters made of dark energy hurdling towards her and those around her made Celestia nervous. The white alicorn quickly projected a shield around herself as the fireball got close, erupting it into a small explosion as it crashed into her. Once the projectile had been harmlessly blocked, the princess turned her attention to the darklings that were ignoring Raincloud to go after her and the others.

Celestia and Luna lit up their horns and fired two beams of energy at a pair of the creatures. The two bolts exploded into the darklings’ forms, causing the two monsters to screech in pain while they collapsed into smoke.

Raincloud channeled the shadow energy on her hoof into the shape of a blade and slashed sideways across a pair of two darklings. Although the two beasts evaded the strike, the grey mare seemed capable enough to dodge any strikes they might have made. Meanwhile, the others were left to deal with the remaining six darklings.

Three of the beasts rushed towards Twilight and the others. The six mares scarcely had time to even contemplate screaming fearfully before Raincloud’s shadow leapt into action. The ghostly specter slashed its claws through one of the darklings, effectively reducing it to a cloud of smoke. It then knocked the other two away before digging its claws into them as they tried to jump back towards it.

Sunspot and her two teammates concentrated fire on another set of two darklings to prevent them from getting any closer. Although their constant blasts of light did wonders to repel the beasts, they did next to nothing in terms of causing harm to them.

“Dangit! The strobes aren’t working on these guys… even with the upgrade!” Sunspot stated in a frustrated tone while trying her best to keep the two creatures occupied.

Suddenly, Pinkie Pie stepped forward and reached into the orange pegasus’s vest, much to her confusion and annoyance. Before Sunspot could even ask what she was doing, the pink mare pulled out one of the spare strobes that they had used during their encounter with Raincloud and her brother and took aim with it. Pinkie quickly fired a shot straight at one of the darklings as it opened its mouth. As she expected, the beast yelped painfully before its body faded into smoke.

“Aim for their mouths! They’re weak on the inside!” Pinkie exclaimed eagerly while mentally patting herself on the back for remembering how she dispatched the empowered darklings before.

“Sounds like a plan to me… heads up Applejack!” Glimmer Shine said while tossing the remaining spare strobe over to the orange mare. Applejack caught the vial in the air and smirked as she joined her pink friend in the fight.

As the five ponies collectively opened fire on the remaining darkling, it scarcely had time to close its mouth before it exploded into a shower of sparks and smoke. Satisfied that they could handle any number of the darklings, they scanned their eyes around to look for the remaining beasts. Taking a look over to see Raincloud dispatching the two darklings that she had been fighting with, the ponies found a disturbing lack of the creatures in their immediate area.

“Where’s the last one?” Sunspot asked in a concerned tone while looking around. The trio of ponies a few feet away was busy fighting with Celestia and Luna, trading projectiles and dodging each other’s attacks. With Shadow Mist and his two colleagues occupied, the orange pegasus was free to look around in a panic to find the missing darkling.

“Didn’t we get all of them?” Pinkie Pie asked curiously while taking a mental count of how many of the beasts were put down versus how many there were to begin with.

“No… there were ten of them, and we just got the ninth one.” Glitterball stated while confirming her headcount with the others.

“Which brings me back to my previous question… where is the last one?!” Sunspot asked in a more urgent tone. Everyone suddenly started darting their eyes around them to try to find the missing creature. They wondered how a vicious monster that can hardly go five steps without making some sort of frightening noise could sneak away without anyone noticing.

“Wait a minute… guys, darklings are shadow creatures… they can turn into shadows!” Twilight said in an urgent tone while recalling her previous experience with the creatures. If the darklings still had the use of the powers she saw them using in the alleyway, then the last one could be anywhere.

Everyone swiftly looked behind them and counted the number of shadows on the ground. The group converged their eyes on a single solid black spot on the ground just as it started rising out of the floor. Before anyone could even ready a strobe or charge their magic, the darkling formed its body and barked viciously while leaping forward into the group.

“AHH!” Fluttershy screamed fearfully as she watched the darkling heading straight for her with its mouth agape and its teeth bared. Before the creature could pounce on her however, she felt someone pushing her out of the way.

“Oof!” Applejack grunted painfully as she was sent to the floor by the darkling landing on top of her. She intended to push Fluttershy out of the way and move with her, but the darkling was already on top of her before she could clear its path.

“*Gasp* Applejack!” Fluttershy yelled in shock as she looked up from the floor where she landed to see the orange mare struggling with the vicious beast on top of her. The darkling had its paws on Applejack’s shoulders as it tried to get past her arms to bite her. The sharp claws on the creature’s paws suddenly dug into the mare’s skin as it applied more pressure onto them.

“Agh!” Applejack yelped as she felt herself getting punctured by the darkling’s razor sharp claws. Blood ran down her shoulders as stabbing pains shot through her body. She tried her best to push the beast away from her with her arms, but she was quickly losing her battle with the snapping jaws of the shadow creature.

“Get it off her!” Sunspot exclaimed urgently while racing to pull the creature off of the farm pony. Rainbow Dash and Glimmer Shine swiftly joined the pegasus in wrenching the beast off of Applejack.

The darkling fought with all of its strength to stay on top of the pinned pony, but the combined strength of Sunspot and her two companions was enough to rip it off, perhaps more painfully than Applejack would have liked.

Once the darkling was off the orange mare, everyone scrambled to get clear of it before it could get back up. Applejack scooted backwards with the help of Rainbow Dash and managed to point her strobe at the beast despite the pain she was feeling. Sunspot and Glimmer Shine also pointed their strobes at the darkling in anticipation of it leaping at them.

The darkling kept its mouth closed while looking around at the ponies. It growled deeply while sizing up who it would strike at next. What the creature didn’t expect to see however, was an agitated shadow creature floating towards it with its claws at the ready. Before anyone could even think about shooting at the darkling, Raincloud’s shadow stabbed its claws down into the beast’s head, killing it instantly. The specter fanned the black smoke out of the air while looking around at the surprised ponies. It chuckled with the same echoic voice that would send chills up the ponies’ spines before, however this time it seemed more lighthearted somehow.

Now that all of the darklings were dealt with, the group could put their full focus on Shadow Mist and his two companions. As Twilight and the others looked over to see how their friends were doing, they saw Raincloud, Celestia, and Luna fighting with the trio of ponies a little further away than they were before. The six combatants seemed to be far more focused on themselves and their own battle than the rest of the ponies behind them, seemingly ignoring the group entirely.

Raincloud was busy clashing with Raven Feather, using her shadow magic like a sword again. The grey mare seemed to be keeping up with the undead pony, but Raven Feather also looked like she was simply waiting for an opportunity to strike.

Meanwhile, Celestia and Luna were firing every offensive spell they knew at Dust Kicker and Shadow Mist, all the while deflecting or dodging every attack and projectile the pair sent their way. Luna already had a small cut on her front leg, doubtlessly from where a blast of shadow energy clipped her on its way past. Celestia was faring a little better than her younger sibling, but she looked like she was fighting her exhaustion to just stay in the battle.

Deciding to even the odds a little bit, Twilight and her friends leapt into action. Twilight charged up her horn and fired a beam of energy at Dust Kicker, catching the stallion off guard and forcing him to back away from the blue alicorn to dodge the new attack. Applejack, Pinkie Pie, and everyone else who had a strobe took aim and opened fire on the three ponies, forcing all of them to switch to a more defensive stance. The strobes themselves weren’t hurting the trio that much, but they were distracting enough to open them up to a more severe attack from either the two alicorns or Raincloud.

“Keep it up guys! We’ve got them on the ropes!” Twilight stated while firing off a few more bolts of energy towards Dust Kicker and Shadow Mist.

“Twilight! You and the others need to stay out of this!” Celestia instructed while turning to face the group with a concerned expression. The purple mare was shocked to hear that her mentor actually wanted her to stop helping her.

“What?! But why? We have a better chance of winning if we work together!” Twilight said in an eager tone. She was ready and willing to put an end to the fight as soon as possible, and all of her friends agreed.

“Yeah, we’re only trying to help!” Rainbow Dash said in defense of the group. Although she couldn’t do much from where she was without a strobe or a horn, she would gladly fly up to the three ponies and give them a swift kick if needed.

“We don’t need your help right now. If you continue drawing attention to yourselves, you are only putting yourself in more danger!” Luna explained in a concerned tone.

Sure enough, Shadow Mist and his two colleagues were certainly aware of the group’s presence now, and they were definitely aware that there were no more darklings to attack them while they focused on more important targets.

While Celestia and Luna tried to use concentrated beams of magic to keep their two opponents behind defensive shields, and Raincloud tried her best to keep Raven Feather occupied, it was clear that the three ponies were growing more and more agitated with the continuous fire from Twilight and the others.

Shadow Mist growled in frustration as he continued channeling a protective barrier of shadow energy in front of him to keep Celestia from burning him to a crisp. Finally, he decided that he could be spending his time doing more important things than dodging attacks.

With a loud yell from the red stallion, a pulse of shadow energy suddenly erupted outwards from his body. Along with pushing Celestia’s beam of magic back, the dark shockwave concealed Shadow Mist from sight. As the barrier shrank back down to size and disappeared, Celestia gasped as she watched her beam of energy travel straight through thin air. Shadow Mist was completely missing from where he once was.

Hearing a sudden noise behind them, Twilight and the others turned around to see the red stallion appearing out of a puff of black smoke. The unexpected sight sent a wave of panic through the ponies as they recoiled fearfully. Glimmer Shine and his two teammates rushed towards Shadow Mist along with the guards. The group was fully intent on tackling the stallion to the floor to subdue him, but he had other plans in mind.

“Hyah!” Shadow Mist yelled while quickly channeling energy to his hoof and stomping it down. A concussive shockwave of air flew out in a circle around him, knocking everyone who was nearby backwards at least a few feet. Twilight and her friends had to steady themselves from where they were standing as the shockwave blew past them.

“Gah!” Sunspot grunted painfully as she rolled along the ground. Her teammates didn’t seem to be faring much better as they strained to recover and stand up.

Twilight lit up her horn and stepped in front of her friends defensively. She started to fire a bolt of energy at the stallion, until he fired a blast of shadow energy straight at her. The purple mare yelped and ducked to the floor and her friends dove to the side as the mass of darkness sailed right through where they were all just standing.

Taking a look back up to see where the red stallion was, Twilight found that he was rushing straight for her with an aura of shadow energy around his hoof and a rather agitated expression on his face. She quickly realized that he was going to try and kill her directly.

“AH!” Twilight yelped in fright while rolling to the side as Shadow Mist plunged his leg into the ground next to her. The concentrated shadow energy on his hoof acted like a spear that cracked the floor as it pierced it. The purple mare scooted backwards in an attempt at getting away. She suddenly felt someone grabbing her by the shoulders and pulling her back at a faster pace. Twilight looked up to see Fluttershy and Rarity dragging her along with them as they distanced themselves from the red stallion.

While the purple unicorn was retreating from further endangerment, Applejack and Rainbow Dash were going on the offensive. The two mares rushed forward and shot steely glares at the stallion as they prepared to fight.

Shadow Mist swiped his front leg sideways across the two ponies as they approached them. The pair could feel the cold air around the makeshift blade as they narrowly avoided getting sliced open by ducking to the side. While Rainbow Dash jumped to the side of the stallion, Applejack readied her strobe and fired off a few bolts into him. The balls of light exploded on contact with Shadow Mist’s body, offering little more than an annoyance and a distraction to keep him from lashing out at the orange mare. While the stallion covered his face with his natural leg, Applejack aimed a shot at the shadowy limb still planted on the ground.

“Ack!” Shadow Mist exclaimed while recoiling in pain as the blast from the strobe reacted with his glowing leg. Although it didn’t cause much structural damage to the leg, it did fill the orange mare with satisfaction as she managed to land an effective strike on her foe.

“Hyah!” Rainbow Dash yelled fiercely while whipping around in the air to deliver a powerful kick to the red stallion. Shadow Mist grunted in pain as the cyan mare’s leg collided with his side.

Frustrated at the lack of progress he was making, Shadow Mist channeled energy through his body to enhance himself further. As his body emanated a slight aura of darkness, he whipped around and slashed his arm towards the floating pegasus at lightning fast speeds.

“Agh!” Rainbow Dash screamed out in pain as the stallion’s shadowy blade slashed across her chest. The force of the impact was enough to knock her out of the air and onto her back. She immediately grit her teeth and clutched her injury as blood started dripping out.

“*Gasp* Rainbow Dash!” Applejack exclaimed in horror as she watched her friend getting swatted out of the air. She looked back to the red stallion, only to see that his body was still covered in a faint aura. He turned his head to look at her and smirked. Every time he moved it left a blur of motion as his enhanced speed remained.

Before Shadow Mist could charge forward and strike the farm pony, he heard an angry yell coming from beside him and felt something crash into his body from the side. Applejack watched with a stunned expression as Sunspot tackled the stallion with reckless abandon. The orange pegasus was using her weight to keep Shadow Mist pinned while she held the arm he had his shadowy blade on down to the floor.

Sunspot could feel the stallion’s body vibrating from his enhanced speed. She was afraid he was going to throw her off of him if he got to move enough to pick up speed. Thinking fast, she used her free arm to reach onto her vest and grabbed the shadow magic suppressing hoof cuffs. Without even hesitating, she threw the cuffs onto his glowing leg before placing the other end on his natural leg.

As both parts of the cuffs snapped closed, the aura around Shadow Mist’s body disappeared and he slowed down to normal speed. His leg that was restored by Shade dimmed considerably without vanishing completely, and his glowing eyes dimmed as well.

“What the hell?!” Shadow Mist exclaimed in anger as he tried to break free from the cuffs. As he tried to channel shadow magic through his body to escape, he quickly realized that he couldn’t elicit even the smallest amount of energy to form.

“*Pant*… heh… *Pant*… serves you right you jerk.” Sunspot smirked triumphantly as she succeeded in capturing one of the most powerful enemies in Equestrian history. Now that the stallion was subdued at least temporarily, she got off of him and directed her attention to the injured pegasus off to the side.

Twilight and the others were already gathered around the cyan mare. Rainbow Dash was cringing painfully as she clutched her injury with one hoof. She looked like she was trying to get up, and surprisingly enough, she was actually making a fair amount of progress.

“Are you ok Rainbow Dash?” Applejack asked in a concerned tone while she watched the pegasus trying to get to her feet with only three legs. Although the orange mare was injured herself, the cuts on her shoulder from the darkling’s claws weren’t nearly as severe or painful looking as what the cyan pony was dealing with.

“Maybe you should stay on the ground and rest… that looks really bad.” Fluttershy said with a worried frown while examining the slash on her friend’s chest. The amount of blood coming out was relatively small, but it was enough to make the timid mare a little sickly.

“No… tch! I’m fine… I don’t think it’s very deep... it just hurts a little.” Rainbow Dash said while toughing through the twinges of pain coming from her chest. She removed her hoof from her injury and stood up straight, revealing that the wound was in fact only superficial, at least in comparison to how it could have been.

“Still, we should at least clean that up.” Sunspot said while checking the pockets on her vest for bandages. Noticing that she was out of medical supplies, she suddenly turned her attention to her two teammates, who were still trying to get up from being knocked on their backs from Shadow Mist’s attack.

“Glimmer Shine, Glitterball, are you guys ok over there?” Sunspot asked while watching her two friends trying to get up. Glitterball was using Glimmer Shine for support to get herself off the floor while he was recovering from the slight blow to his head.

“Yeah… I think we’re alright… relatively speaking.” Glimmer Shine stated while looking over to the guards scattered around. Nobody was really hurt from getting thrown around by the shockwave, but everyone felt like they just fell out of a window.

Before Sunspot could ask one of her teammates to assist Rainbow Dash, a fierce yell drew her attention away. Everyone looked over to see Celestia, Luna, and Raincloud still in the midst of their own battles. Dust Kicker and Raven Feather showed no signs of slowing down or slipping up as they fought to gain the advantage over the two alicorns and the grey mare.

Raincloud was using her shadow to help her fight with her former mentor. Raven Feather had shadow energy channeled to the very tips of both her front hooves, using them to skillfully counter every strike made by the pegasus or her minion. Every move Raven Feather or Raincloud would make with their arms would leave a slight blur of shadow energy that trailed behind their makeshift weapons, leaving a slight snapshot of where they had been before the energy would fade as they made another strike.

Finally, in a fit of frustration and anger, Raincloud managed to land a hit on the black mare with her other leg. With a swift punch to the jaw sending her on her way, Raven Feather stumbled backwards and fell to the floor. Spotting an opportunity, Raincloud leapt forward and pounced on her former mentor.

“Shadow, hold her down!” Raincloud commanded her minion frantically while pushing down on Raven Feather’s shoulders. The ghostly specter flew in front of the two struggling mares and grabbed Raven Feather’s front legs to restrain them.

While Raven Feather grunted angrily and kicked at the pegasus with her back legs, Raincloud was now free to use her trump card. Trying to ignore the resistance coming from her prisoner, the grey mare placed her hoof in the air above Raven Feather and concentrated. As she felt around with her shadow magic to try and get a hold of the energy inside her former friend, she suddenly felt an overwhelming energy within her invisible grasp. Ignoring the initial sense of shock she felt, Raincloud put all of her effort into siphoning out all of the energy from the black mare.

Dust Kicker, Celestia, Luna, and everyone else in the room watched as Raincloud’s hoof glowed with a shadowy aura. As the pegasus drew her hoof back slightly, Raven Feather screamed out in pain while a stream of purple energy flowed out of her chest.

Dust Kicker growled under his breath while channeling shadow energy to his hoof. Mindless or not, he wasn’t about to let someone destroy one of his allies. Before the stallion could rush over to help his colleague, he was suddenly enveloped in a magical aura and lifted off the ground. Dust Kicker looked over to see Celestia and Luna with their horns lit up and concentrated expressions on their faces. The brown pegasus growled angrily while channeling shadow energy through his body in an attempt at breaking out of the alicorns’ magical grip.

“I’m not sure how much longer I can hold him sister.” Luna said through clenched teeth as she struggled to keep the stallion contained.

“Just hold out a little longer Luna… Raincloud needs time to finish draining the energy out of Raven Feather.” Celestia said in an equally strained tone. Even with her younger sibling’s help, the white alicorn could feel Dust Kicker’s dark energies breaking through her magic.

Meanwhile, Raincloud was struggling to draw energy out rather than keeping it contained. The grey mare was still siphoning out all of the shadow energy inside of Raven Feather. She could feel the heat in the air in front of her vanishing as the stream of energy flowed into the air. She practically had to move her head to the side to prevent herself from going numb. Despite how strong the energy inside the black pony might have been, it disappeared into nothingness after traveling into the air a short distance.

With one final scream, Raven Feather stopped struggling as the stream of darkness stopped coming out of her. Her eyes and the stab wound on her chest stopped glowing, and she limply settled on the ground like a lifeless corpse.

The sight of her mentor lying dead underneath her left a somber feeling in the grey pegasus, but she couldn’t linger. Spotting the two alicorns struggling to keep her brother contained, Raincloud jumped up and trotted over to them.

“Hold him steady!” Raincloud said in an urgent tone while standing to the side. She held out her hoof and used her shadow magic again to interact with the energy inside the stallion. Dust Kicker struggled to keep the grey mare from yanking his energy out, but there wasn’t much he could do to stop her.

Celestia and Luna watched as a stream of purple energy came out of Dust Kicker’s neck area, seemingly from the wound that killed him. The stallion screamed painfully from the experience and kicked in an attempt at breaking loose from his magical prison. Raincloud looked away from the stallion as she siphoned the energy from him, partially to shield herself from the potent shadow energy coming out of him, and partially so she wouldn’t have to watch. Even if it wasn’t really her older brother that she was killing, it still looked and sounded like him.

Finally, the stallion’s screams ceased and the energy stopped flowing out of him. Celestia and Luna gently laid Dust Kicker’s body down and let it settle on the floor. Raincloud looked at the lifeless pony on the ground with a somber expression.

“I’m sorry Dust…” Raincloud muttered sadly while shaking her head. Celestia and Luna watched with sympathetic expressions as the grey mare dealt with her grief.

After a moment of silence for her fallen sibling, Raincloud turned to look at the group of ponies at the back of the room. The grey mare and the two alicorns walked over to the others, all the while looking at the red stallion bound on the floor behind them. There was still one thing to take care of before they could confront Shade.

“It’s over Shadow Mist.” Raincloud said in a stern tone while standing over the red stallion, who had a calm expression on his face as he looked up at his captors gathered around him.

“Yes… I suppose it is.” Shadow Mist said in an almost bored tone. He didn’t even bother to struggle against his bonds anymore.

“Do you think you can undo whatever that thing did to him?” Celestia asked in a hesitant tone while looking to Raincloud.

“I’m not sure... I can remove the energy inside of him, but that might not fix his mind. It might even kill him…” Raincloud said while shifting her eyes downward.

“Should we just keep him locked up and find a way to change him back to normal later?” Rainbow Dash suggested in an attempt at finding a solution to the problem at hand. Before anyone could answer, the red stallion started chuckling to himself.

“Heh… don’t bother. I don’t want to go back to normal.” Shadow Mist stated with a resolute expression.

“What…? You can’t be serious… you’re not in your right mind right now Shadow.” Raincloud said in a serious tone.

“Maybe I am, maybe I’m not… who’s to say what a person’s right mind is? Either way… I know one thing.” Shadow Mist said while smirking slightly. “Even if you beat us… you’re all going to die. You can’t stop what Grimwood has become… what is inside him. No matter what you do… you’re all going to die screaming, and the world is going to be eclipsed in total darkness.” He said while chuckling sinisterly. The somber thought of their failure and deaths at the hands of the strange entity in the next room was enough to send a chill down the ponies’ spines.

“You’re wrong… we’re going to win. I won’t let anything destroy the world and hurt my friends.” Rainbow Dash said in a confident tone.

“Neither will I.” Rarity added while stepping closer to her cyan friend.

“Nobody is hurting my friends on my watch… even if they aren’t natural.” Applejack stated in a determined tone.

“None of us are going to let that thing in there win… mark my words.” Raincloud said while joining in with Twilight and her friends. Even if she didn’t like her current company, she would fight with them until the bitter end if it meant getting vengeance on the thing that robbed the few friends in her life from her.

“Heh… I wonder if you will eat your words.” Shadow Mist said while looking down to his bound legs. “Maybe I’m not in my right mind… but something tells me I wouldn’t enjoy watching you die anymore.” He added while flashing a hollow smile. The others hadn’t noticed it before, but it looked like the glow around the stallion’s eyes was slowly fading. Perhaps the shadow magic suppressing cuffs were actually working to revert him back to normal.

“Shadow…? Are you in there?” Raincloud asked in a surprised tone. The stallion chuckled slightly before growing silent and adopting a calm expression.

“Goodbye Raincloud.” Shadow Mist said in a somber tone. Suddenly, the stallion’s shadowy leg started shifting slightly until the tip of it formed a pointed edge. Before anyone could react, Shadow Mist jerked his leg up to his neck and stabbed himself with the still solid energy of his limb.

“No!” Raincloud yelled while stepping forward to try and stop the stallion. By the time she reached him, it was already too late.

Twilight and the others averted their eyes as Shadow Mist dragged the shadowy blade across his neck. The stallion let out a muffled groan of pain as blood spurted out of his new injury. After writhing on the ground for a few moments, he stopped moving and closed his eyes. After a few more moments, Shadow Mist’s artificial leg disappeared as the energy inside of him dispersed, leaving him with the sealed up stump that he had before Shade restored his leg.