As the sun rose over the Crystal Empire, every pony was awake and were ready to start the Crystal Fair. Inside the castle, Spike was still asleep until he started waking up.

"Oh, what a night." he yawned, and to his shock saw Rainbow and Fluttershy half naked.

Rainbow had her pajama shirt lifted up so her rack still in a bra were exposed, while Fluttershy had her pajama top removed as her own busty rack still in a bra pressed into his side.

He let out a cry of joy, before the two woke up and rubbed the sleep out of their eyes, "Hey, bud. Morning." Rainbow greeted him.

"Did you sleep well?" Fluttershy asked with a smile.

"Yeah. I slept very well. How about you two?"

"I was out like a log." Rainbow stretched her arms up, as her chest stuck right out.

"I can believe it." Spike replied, as he gazed at his athletic girl's breasts.

Spike was suddenly taken aback as Fluttershy leaned in and kissed his left cheek. He looked over at her as a blush formed on his face.

Fluttershy smiled sweetly, "I'd thought you'd like a good morning kiss to start your day."

Spike chuckled sheepishly as he felt the cheek she kissed, "Yeah. Thanks for that, Fluttershy." he was suddenly jerked to his other side, as Rainbow gave him a peck on his other cheek, "And there's one from me."

Spike chuckled on the inside for having such luck, before speaking, "Thanks, Rainbow. We better get ready and help out. Crystal Fair's today."

"Right." the two girls agreed, as they got out of bed and went to go freshen up with the others.

After breakfast, the girls, Spike, and Stone took on their pony and dragon forms before heading down to the Crystal Fair seeing the place was jumping with ponies young and old having the time of their lives.

"Now this is a fair." Applejack said.

"It's ok, but it lacks rides." Rainbow complained.

Spike looked over and smirked, "Rainbow, I think there might be something to substitute for that."

"What?" she asked, as Spike turned her attention towards two ponies having a jousting match with other crystal ponies watching and cheering, "Jousting? Now that's right up my alley!"

Fluttershy looked over and saw a petting zoo, "A petting zoo! Ooh, look at the cute tiny ewes." she cooed.

Rarity looked over at a booth, "Oh, arts and crafts. I'd like to see what they're making over there."

"And I'd like to sample some that crystal corn on the cob." Applejack noticed the food cart.

"Count me in too." Pinkie agreed, as the five went to check out the attractions.

Spike turned to Twilight and Sunset, "Well, just us now." he told them.

"What about Stone?" Sunset asked.

"Don't worry about me. I'm gonna check this place out myself. Octavia said she'd be here to." Stone said, as he took off.

"Now it's just us." Twilight noticed.

"Looks like it." Sunset agreed, until Spike came between the girls and linked his arms with theirs.

"Let's do it ladies." The two blushed before smiling, as the trio walked arm in arm.

Meanwhile far underneath the Crystal Empire, Sombra was leading his army and several Umbrum through a tunnel.

"Sir, won't be be detected?" one of his brainwashed soldiers asked.

"Not a chance. We're far too underground to be detected by any magic sensors."

"And how much further is it?" another soldier asked.

Sombra stopped them and began tapping the cave ceiling in various parts, before tapping one spot, "We're right here."

He pushed the spot of the ceiling up to reveal it was a trapdoor. He poked his head up from the hole and looked around seeing they were in an old dusty study room.

"Clear." he said, as he climbed out of the hole followed by the soldiers and Umbrum.

"Where are we?" a soldier asked.

"This was once my private study room. When I ruled the Empire, I spent hours inside here studying and pondering on not only how to help my fellow Umbrum, but many of life's greatest mysteries."

"Oh, enough of this reminiscing, Sombra," Rabia said in an annoyed tone, "Where is the place our fellow Umbrum are being held?"

"Right here." Sombra used his magic to move a bookshelf to the side to reveal a locked door

"Is this is?" Rabia inquired.

"Yes." Sombra confirmed.

"Can't we unlock it?" a soldier asked.

"Not quite. It will not open until we have removed the Crystal Heart." Sombra explained.

"Why did you not remove and destroy it before?" Rabia inquired suspiciously.

"I cannot destroy the Crystal Heart."

"Can't? Or won't?" Rabia continued to be suspicious.

"The Crystal Heart isn't just meant to repel us or any evil entities. It also prevents the weather from the Frozen North from moving in. Pegasi may be able to control the weather, but the weather in the Frozen North cannot be controlled. If I destroyed the Crystal Heart the Empire will be covered in an eternal winter."

"But if the Crystal Heart continues to remain whole it is a threat to all of us Umbrum." Rabia argued.

"I'm well aware of that fact, Rabia. But I've thought ahead of this."

"Have you now?"

"Yes. I will create a dark crystal heart fueled by darkness and hate, which will strengthen us rather than harm us."

"A genius plan, Sombra." a single Umbrum spoke.

"Yes. But we must remove the Crystal Heart from place," he turned to a soldier, "You. Take the Crystal Heart and bring it to me in tact."

"Yes, sir." the soldier answered, as he left the study.

Outside the castle back at the fair, Stone was standing before a watermelon on a pedestal. The kirin spoke, "Pay close attention, my friends. And be amazed," he drew his fire sword, "Don't blink now." he started swinging his sword around so much it was impossible to count how many times he did it.

He re-sheathed his sword and when he did the watermelon split into little perfectly cut up pieces, "Bon appetit." he declared, as the crystal ponies each took some watermelon and ate.

"Clever trick, Mr. Swordsman." a voice said.

Stone looked seeing Octavia was standing in the crowd and giving him a flirtatious look, "Octavia, you finally made it. For you, my dear." he presented her with some of the sliced watermelon.

"Thank you." she accepted it.

Elsewhere, Spike was doing ring toss with Twilight and Sunset. Spike tossed a ring and it landed around one of the crystals.

"Yes!" he cheered.

"Good job, Spike." Sunset said.

"Perfect toss." Twilight smiled.

"Thanks, girls. This is one hell of a fair."

Meanwhile by the Crystal palace, the soldier Sombra sent after finding his way out of the underground chamber made his way outside the castle without being spotted. He spotted the Crystal Heart in it's place.

"There it is." he walked up to the spinning heart, and looked around seeing no guards around to notice him. He grabbed the heart and pulled it out of it spot.

When that happened, the barrier surrounding the empire started vanishing, much to the confusion of everyone. The crystal ponies were in fright, as Spike and the others met up.

"What's happening?" Fluttershy asked.

"The barrier is disappearing." Rainbow said.

"How's this possible?" Rarity asked.

"Something's happened to the Crystal Heart." Twilight gasped.

"That's bad." Stone said.

"We better check this out." Spike said, as they raced back to the castle.

At the castle, Cadence, Shining Armor, and Discord saw what was happening outside, "Oh, no." Shining Armor gasped.

"The barrier's gone." Cadence said in equal shock.

"We have to find the cause of this." Discord said.

"Mommy? Daddy?" Flurry Heart spoke up, "What's going on?"

The two parents held their daughter close, before Shining Armor spoke, "Flurry Heart, listen. Go to your room and lock the door. And don't come out until we tell you too."

"Daddy?"

"Sweetie, you must listen to your father. Go to your room and stay there. Understand?" Cadence asked.

Flurry Heart seeing how serious her mother looked knew it had to be something important for her to give her such an order, "Yes, mommy."

"Then hurry." Cadence ordered, as Flurry Heart flew for her room.

Shining Armor looked at Cadence and Discord, "I need to alert the guards, you two get out there and help get our subjects to safety."

"We're on it." Discord said, as they headed off.

Back down below in Sombra's study, the shadow unicorn was concentrating before smirking, "The Crystal Heart is no longer in place. Which means it's time to take back what is ours," he powered his magic up and aimed it at the door, "Come on out, Umbrum!" he blasted the door destroying it.

At first it looked pitch dark as if there was nothing on the other side. Suddenly pairs of glowing eyes glowed in the darkness. And then pouring out of the door like water out of a sink were hundreds of Umbrum that were flying around the study like they were ghosts.

"Free! We're finally free!" one announced.

Another spoke, "Thank you, Sombra. Thank you for releasing us from our prison."

Sombra answered, "Don't mention it. Now come. We have an empire to take back!" he blasted open the door of his study allowing the Umbrum to fly out of the room.

In the castle throne room Shining Armor and the guards were searching, until they felt the floor shake.

"An earthquake?" a guard wondered.

"No. Everyone run!" Shining Armor ordered, as they tried to make a break for it.

Part of the floor opened up and flying out from the hole was the Umbrum that started flying all through the castle. They poured outside and started flying all throughout the empire scaring all the crystal ponies and feeding off their fright.

Spike, Stone, and the girls saw this, "The Umbrum!" Spike gasped.

"How did they get here?" Sunset asked.

"It was Sombra." Discord answered, as he and Cadence appeared.

"Cadence!" Twilight called as they embraced in relief, "Where's Shining Armor?"

"Back at the castle."

"What do you mean Sombra did this?" Pinkie asked Discord.

"He somehow got into the kingdom, stole the Crystal Heart, and unleashed the rest of the imprisoned Umbrum." the master of chaos explained.

"Oh, no." Rarity gasped with a hand to her mouth.

"We got to stop these things." Rainbow said.

"Agreed. Let's do it." Twilight ordered, as the girls powered up their elements of harmony.

Spike activated his dragon armor and Stone drew his fire sword. Discord poofed himself into gladiator armor complete with a sword and shield.

"Let's get dangerous." Discord declared, as they began to fight off the Umbrum.

Stepping out from the castle was Sombra, Rabia, and the soldiers. A soldier turned to the king, "What do you want us to do, your highness?"

"Take whatever prisoner you can and bring them to the Crystal Stadium. But I especially want the Elements of Harmony, and the Dragon King's vessel here in one piece."

"Yes, sir." the soldiers galloped off.

"What do you plan to do, Sombra?" Rabia asked.

"First I will destroy the Dragon King's host, and with that the hope of the girls will be extinguished making it easier to destroy them."

Back at the fight, the girls were unleashing their elemental powers upon the shadow creatures, but more kept coming.

Stone was striking down the shadow creatures until Shining Armor and several pony guards had shown up, "Everybody all right?" he asked.

"Oh, peachy keen!" Spike answered in sarcasm, before blasting an Umbrum with his fire.

"These Umbrum just won't stop coming," Stone said, as he continued to strike down some Umbrum, "I've already taken down twenty of them."

"Really? I've taken down twenty one up till now." Shining replied.

"What?" Stone gasped, before seeing two more and struck them, "That makes twenty two for me." he said with a smug look.

Suddenly an Umbrum who was about to attack the two was blasted from behind by Cadence, "I got thirty." she replied feeling equally smug. The two suddenly felt embarrassed.

Then Sombra's soldiers started marching through the streets of the Crystal Empire taking any crystal pony not hiding prisoner.

"Hey, let them go!" Spike ordered, as he attacked one of the soldiers. He turned to the pony couple, "Quickly run!" the ponies ran for it.

"Who're these fellas?" Applejack wondered.

"Must be more of Sombra's flunkies." Twilight deduced.

"We can take them." Rainbow said, as she unleashed a thunder clap at two soldiers who took the attack, only for more to fight back against her.

Rarity was using her power over earth to trap the soldiers in stone restraints, but thanks to being powered by Sombra's magic were able to break out.

"What's going on with these guys?" Spike asked, as he grappled with a soldier, before throwing him aside.

Cadence using her magic to repel the soldiers started sensing something off the, "These ponies are brainwashed. Much like the Shadow Bolts!"

"What is it with villains and brainwashing?" Pinkie asked the fourth wall.

The Umbrum and Sombra's soldiers started overpowering the group and chained them together, "Were stuck!" Twilight cried.

"Can't move!" Shining Armor struggled.

"Hang on you guys, I'm gonna!" Discord was cut off as he was suddenly turned to stone.

"Discord!" the group called.

"I'm afraid he's gotten a bit stiff." Came Sombra's voice as he was behind the statue of Discord.

"Sombra!" the group gasped.

"Sir, what're you doing here?" a soldier asked.

"I was getting bored waiting around for you, so I came to check on things," he noticed Spike who was also restrained by magical chains, "Ah, the vessel to the dragon king. We meet again."

"Sombra." Spike growled.

"I see you're still fraternizing with these girls even though I warned you of the inevitable."

"You tried to make me doubt my relationship with them!" Spike shouted, "Well, it didn't work. Our friendship it much too strong for you to break!"

"You tell 'em, Spike!" Applejack cheered.

Sombra shook his head in disappointment, "It seems I'll have to teach you the hard way."

"We don't think so." came another voice as Celestia and Luna appeared.

"Princess!" Twilight cheered with hope.

Sombra smirked, "Celestia and Luna. So nice to see you again. Especially you, Luna."

Luna frowned, "We will not let you take this kingdom like before."

"We defeated you once, and we'll do it again." Celestia promised.

"Don't sell me short. Back then I was inexperienced, but I am stronger now. This time I will not be defeated!" Sombra announced.

"It doesn't matter how powerful you are, for you are powered solely by hatred." Celestia warned Sombra.

"On the contrary. Hatred is not my only fuel," Sombra corrected her, "I am also fueled by the desire to help my kind. Just as you help yours. So in a way we're not all different."

"Do not use your mind games on us." Luna said, as the two princesses blasted at Sombra with their combined magic, as he used his own.

"Come on, Princess Celestia!" Twilight called.

"You can do it, Princess Luna!" Rarity cheered, as the others joined in.

The two princesses struggled to overpower Sombra using the cheering from their favorite subjects to strengthen them.

Sombra however wasn't about to be defeated a second time and let all the memories of being betrayed by his best friend and lies Amore filled his head with power his rage, "I've waited so long for this revenge. Farewell, princesses." his magic overpowered the two sisters turning them both to stone just like Discord.

"NO!" the group cried.

"You monster!" Spike shouted.

"Yes. Monster... That's all I am," Sombra agreed, "Why don't we take this elsewhere?" he used his magic to teleport himself, his guards, the Umbrum, and his captives to the Crystal Stadium.

On one side of the stands were just about every crystal pony in the kingdom wearing magical chains and shackles, while on the other half were the Umbrum and Sombra's guards. On a platform were the girls, Stone, Cadence, and Shining Armor also restrained in shackles and chains negating their power. Next to them were the statues of Celestia, Luna, and Discord.

Sombra appeared on the arena floor with Spike lying down chained up, "Welcome my subjects loyal and disloyal," Sombra announced to his minions before turning to the crystal ponies, "Today marks a momentous occasion! For today I take back the Crystal Empire in the name of the Umbrum!"

The Umbrum cheered their hearts out, as Sombra continued, "For the first half of my revenge I have already defeated the two sisters who banished me to the Arctic North, " he motioned to the statues of the sisters, "For my next phase, I shall destroy the vessel to the dragon king. Spike Drake!" he motioned to Spike as the Umbrum booed the dragon.

"Great, reminds me of when I played little league." Spike groaned.

Suddenly Spike found himself free of his chains, and Sombra called out to him, "On your feet, Spike! Get up!" Spike got back up, as the evil king continued, "You've been taught the proper etiquette of dueling I presume? First, we bow to each other," Sombra bowed his head in respect, but Spike did not return the gesture, "Oh, come now, Spike niceties must be observed. Celestia wouldn't want you to forget your manners, would she? I said bow!" he ordered, as he used his magic to force Spike to bend over and bow.

Spike groaned as he was forced to bow against his will, "Oh, I'm gonna need serious therapy after this!"

"Spike!" the girls cried.

Sombra ceased using his magic on Spike, and spoke, "And now Dragon King. It's time for you to die. HAH!" he sent a blast of dark magic at Spike who jumped aside to avoid the blow.

"Ok, I got to focus on this one. I don't care if he's a dark king and ten times more powerful. I have to fight for my friends!" he flew at Sombra and threw a punch at his face, "Bulls eyes!"

Sombra shook the punch off and scowled, "Is that the best you got?"

Spike who was in shock at the ineffectiveness of his attack, spoke, "Whoa."

Sombra blasted Spike with his magic and he rolled across the arena with part of his armor cracking.

"Spike!" Twilight shouted.

"Get up!" Rainbow and Applejack called.

Spike got back to his feet, still looking to put up a fight. Sombra could only laugh, "You truly are a glutton for pain." he started blasting at Spike, as the dragon flew around avoiding the blows before getting up in Sombra's face.

He once again threw punches and kicks at Sombra, who was blocking the blows. At first Sombra was blocking them without even trying, but Spike who was being driven by the love he had for his girls and need to protect everyone fought harder and harder, until he landed another blow to Sombra's face.

This time the blow was strong enough to send Sombra flying across the field and crashed onto the ground.

"Yes!" The girls cheered.

"NO! Sombra!" Rabia shouted.

Spike stood victoriously, "Game set and match."

Sombra suddenly got back up quickly and blasted Spike with another shot of dark magic making a large portion of his armor shatter off him including his helmet.

"SPIKE!" the elements of harmony cried.

"YAY!" the Umbrum cheered.

Spike fell onto his back as Sombra appeared above Spike and leaned down whispering to him, "You've lost, dragon boy. Victory is mine. Before I put you out of your misery I will show you exactly what I warned you about." his horn glowed with dark magic. He leaned down as his sharp horn touched Spike's forehead as the dragon screamed in pain.

In Spike's mind, Spike was floating in a black void as he saw images of Twilight and the girls facing him while bearing frowns on their faces. And from their mouths came the worse things Spike could've ever heard from them.

"You're nothing but a filthy perverted beast!" Rarity spat.

"Never call me Amazon you varmint!" Applejack frowned.

"You're the opposite of awesome. You're outrageous!" Rainbow mocked him.

"You're nothing but a party pooper!" Pinkie said, as she appeared to have deflated hair.

"You're just a monster that needs to be caged!" Fluttershy cried.

"You took away so much power from me, I hate you!" Sunset Shimmer shouted.

Spike saw Twilight who looked just as disappointed as the others, "I should've left you to die that day!"

They began fading from form his sight, as he reached out and called to them, "Girls! Please don't go! I love you all! Don't leave me!" he cried with tears in his eyes.

On the outside, Spike continued to writhe in pain while the others watched helplessly, "Spike!" Rarity cried.

"Stop it! You're hurting him!" Fluttershy begged.

"Leave him alone!" Rainbow shouted to Sombra.

"If you don't stop I'll destroy you!" Twilight warned him.

Sombra paid no mind to the empty threats, as he continued to torture Spike, "This is so amusing I really don't want to stop." He chuckled to himself.

"Sombra, stop!" a voice shouted.

This outburst broke Sombra out of his focus, and shot his head up. The Umbrum gasped, as all eyes fell onto the edge of the field, as a figure wearing a cloak started approaching the dark king.

"Who're you?" Sombra demanded.

"Sombra. Forgotten about me already, old friend?" the figure removed her hood revealing to be Radiant Hope.

Everyone in the stands were in utter shock, as Sombra stood there feeling petrified, "You?!"

"Yes. Me." she answered with a serious tone.

"Hope." Sombra gasped, with an ounce of humanity in his voice.