One night at Spike's place, the boy was in Vinyl's room as he and said girl were busy rocking to some wubs, "Oh, that dig that beat, Spike?" Vinyl asked, as the two were rocking their heads to the rhythm.

"I'm digging it," Spike agreed. The two continued rocking out, until the music suddenly stopped, "Hey! What happened to the beats?"

They looked over seeing Twilight standing by the boombox holding up the plug she pulled. Vinyl spoke up seriously, "Twilight, you never unplug a girls boombox when the beats are just getting good."

"Well, sorry to interrupt your music time, but it's past eleven and you guys need sleep. Otherwise you'll be too tired to do anything tomorrow." Twilight lectured them.

"Isn't Summer meant for sleeping in anyway?" Spike asked rhetorically.

"No smart remarks, Spike. Now come on, Pinkie Pie's waiting for us in bed." Twilight ordered.

"Ok, I'm coming," Spike replied, before turning to Vinyl, "Thanks for sharing the beats, Vinyl."

"No prob, Spike." Vinyl answered, as the two kissed before Spike left with Twilight.

As Spike and Twilight walked for Spike's room, Twilight looked at Spike who was feeling nervous all of a sudden, "Is everything all right, Spike?"

"Fine, why do you ask?" he inquired, while playing cool.

"I've just noticed you've been waking up every morning drenched in sweat. And we haven't done anything in bed all week so it can't be because of that." Twilight noticed.

"Just bad dreams." Spike answered.

"About what?" she inquired.

"It's really hard to describe. I'm in darkness and I'm being devoured by a dragon that's not Bahamut."

"Is that all?" Twilight asked.

"Yeah. I don't get it either. Is something wrong with me, Twilight?" he asked in concern, only for Twilight to pull him into an embrace pressing their bodies together, much to Spike's delight.

"It'll be all right," she began, "No matter happens I will always be there for you, Spike. Even in the darkest hours. And so will the others. Remember that, Spike."

Spike smiled feeling better and returned the hug, "I will, Twilight. Thank you." The two then headed for Spike's room for a goodnight sleep.

Meanwhile in Tirek's lair, the centaur sat on a throne as Grogar knelt before him, "You understand the plan, Grogar?" the big bad inquired.

"Yes, Master. I draw the elements of harmony and the dragon boy out to fight. And I bring them to you." Grogar explained.

"Make sure you bring them to me in tact." Tirek warned him.

"Of course, Master." Grogar answered.

"Good. Now get going and prepare yourself. For tomorrow, we bring war." Tirek promised, as Grogar left the room. Tirek was unaware of Grogar bearing a smirk on his face as he left the throne room.

The very next morning at Spike's place, everyone was up and about relaxing in the living room. Pinkie was bringing in treats with Applejack, Bonbon and Lyra were sitting on the floor looking at a magazine together, Vinyl was listening to music, Rarity was doing her nails, Fluttershy had come back inside after feeding the birds, Rainbow Dash was doing leg stretches, Sunset Shimmer enjoying a drink, and finally Spike and Twilight laid on the couch snuggled up close.

Everyone's good relaxing mood didn't last long, as Stone popped in via portal, "Guys!" he gasped in worry.

Everyone looked concerned, as Spike spoke, "What's going on, Stone?"

"Big trouble in Equestria."

"Trouble? What kind?" Twilight asked in worry.

"Grogar has launched a full out zombie invasion on a town deep in the mountains." Stone explained.

"What?!" Pinkie gasped.

"Oh, no." Bonbon gasped.

"Oh, yes. He's got swarms of undead minions at his disposal, and they just keep coming." Stone added, "The Princesses, Cadence, and Discord are there trying to hold them off. Shining Armor and Fleur have already led the villagers away. Luckily Ember and the Dragons are there to lend their support."

"And so should we." Spike said before taking a stand.

"Agreed," Twilight stood up, and continued, "Come on, everyone. We got work to do." Everyone nodded, and shifted into their Equestria forms before heading through a portal.

They came out through the other side in Equestria, and saw in the distance the said town that was under attack. They could see up in the sky were the three princesses and dragons blasting magic or breathing fire downward onto their enemies, "Come on!" Stone called, as he drew his sword, and they all hurried to the town.

Upon reaching it they could see countless zombies fighting against pony guards, and Discord who was using his chaos magic to turn them to dust, "Shining Armor!" Twilight called.

Shining Armor after cutting down a zombie turned to see his sister and the others, "Twilight, you're just in time."

Fleur spoke up, "Oui, with every zombie we take down, more take their place."

"The only way to end this siege is to take out the caster." Twilight said.

"We need to find Grogar." Stone nodded.

"I'm on it," Vinyl said, as she used her visor to scan the whole town before picking up his signature, "He's on the other side of town."

"Then that's where I'm going." Stone said, as he armed himself.

"I'll go with ya." Spike offered.

"We'll hold down the fort here." Twilight said, as the girls readied themselves.

"Be careful, you two." Rarity told them.

"Always." Spike said, as he and Stone took off.

"All right, girls. We got work to do." Twilight said, as the ponies started assisting the guards in destroying the zombies.

As Spike and Stone made their way through the town they were destroying any zombie that tried to attack them. When one came at Spike and Stone from behind it got toasted courtesy of Ember and Garble, "Thanks, you guys."

"Keep going! We'll handle them!" Ember called, as she led her dragons into torching more zombies.

"Thanks, Ember!" Spike called, as he and Stone carried on.

As Celestia, Luna, and Cadence were busy blasting away the zombies with their magic, Celestia could sense something, "Luna, Cadence, Twilight and the others are here."

"Thank goodness." Cadence said feeling relieved.

"And I can sense Spike and Stone are searching for Grogar." she added.

"I hope they know what they're doing." Luna said in concern.

"We must believe in them, sister." Celestia replied, as the trio of princesses continued to destroy the zombies.

As the two fighters made their way through the zombies, they found Grogar at the other side of town sending more zombies out to do his bidding, "Grogar!" they called out.

The necromancer goat looked over at them, "Well, Spike, and Stone. I was wondering when you were going to show up."

"Cease this siege now while you can." Stone ordered him, while aiming his sword at the villain.

"No chance, halfbreed," Grogar replied, "After all this whole siege was to draw Spike and the elements of harmony out. And now that they're here I will now take them prisoner."

"If you think we're going down without a fight then you're sadly mistaken." Spike warned him.

"We shall see." Grogar smirked.

"Yes, we shall!" Stone called, as he engaged Grogar in combat. The Necromancer pulled out a sword as well to defend himself from Stone's.

"Hang on, Stone, I got your back!" Spike called, as he went to help the swordsman, only to be blocked by more zombies, "Right after I get through these guys!" he started destroying the zombies trying to keep him from getting to his comrade.

Stone and Grogar clashed, as the goat man spoke, "Using your father's sword, huh? Gotta say it looks better in your hands."

"Thanks, now feel it's cold steel!" he swiped at Grogar's left horn and sliced it clean off.

Gorgar jumped back and recoiled, "You cut off one of my horns!" he clutched his broken horn.

"Come here and I'll make it even." Stone joked.

Grogar growled, as he blasted Stone with dark magic knocking him into a wall. He turned to see Spike still picking off zombies, "Now to act fast." he went over and blasted Spike who didn't see coming due to all the zombies distracting him.

Spike rolled across the ground before looking up and saw Grogar, "Damn you, goat!"

"Enjoy the show, Dragon boy." Grogar said as he activated his magic and used it on Spike. The Dragon King vessel screamed, as his vision started fading.

Suddenly Spike groaned, and woke up, "What happened?" he asked before looking up and saw the sky was red as blood with no trace of the sun anywhere. He suddenly started feeling he was laying on top millions of pieces that felt almost like sticks, but bigger, thicker, and harder. He looked to his side and came face to face with what looked like a pony skull. The sight of this got him screaming his head off as he crawled away only to face another. He screamed as he stumbled to his feet to see the entire ground was littered with pony bones that stretched for miles. He looked around in shock, "Where the hell am I?"

"You're trapped in an illusion, Spike." Bahamut's voice came.

"An illusion?"

"Yes. Much like your illusion cast upon you by Sombra. Grogar's trying to do something to you."

"Probably trying to psyche me out like Sombra did." Spike figured.

"Indeed. So be careful, whatever you may see won't be what it appears." Bahamut warned him.

"Right. I need to find a way out of here." Spike said, only to hear a voice call out to him.

"Spike!"

Spike hearing that gasped, "That sounds like Sunset Shimmer."

"Don't be fooled, Spike. Grogar's trying to warp your mind." Bahamut reminded him, but Spike still consumed by curiosity went to find the source.

Spike trudged through the pile of bones before finding Sunset Shimmer on her knees, "Sunset?" he asked, as Sunset looked up at him revealing her body was cut and bruised like she had suffered battle injuries, "Oh, my God." he gasped.

"We weren't strong enough, Spike. We lost." Sunset explained weakly.

"No we couldn't have," Spike said in disbelief, and suddenly saw Sunset get stabbed in the back even though no one was behind her. Spike screamed as Sunset fell forward and turned to dust, "No, Sunset!" he cried.

"Spike, focus!" Bahamut tried to calm him, but Spike was too traumatized by what he saw and tried to find someone else.

While outside Spike's mind, the boy was on the ground tossing and turning, as the zombie had apprehended Stone and brought him over to Grogar. When Stone saw Spike's condition, he spoke to the Necromancer, "What've you done to him?!"

"Just a little illusion spell I picked up from Sombra. Only this time my illusion is really going to destroy him from the inside out," Grogar explained, "And when it does I'll use the power of the Dragon King for my own purposes." he laughed, until an astral form of Tirek appeared.

"What do you think you are doing? This isn't my plan!" Tirek shouted.

Grogar answered his boss, "No. It's a good plan now. It's mine."

"You dare go against my orders, Grogar?!"

"Why not? I think Equestria deserves a more fitting ruler. And let's face it, you don't fit the bill." Grogar chuckled.

Tirek growled, "You Villainous Scumbag Traitor! And you know what becomes of traitors, Grogar!"

"Empty threats, Tirek. Because once the Dragon King's power is in my possession, you'll be begging me to make you my henchman." he chuckled, as he made the astral Tirek vanish.

Stone frowned at Grogar's further display of treachery, before looking at Spike still tossing and turning, 'Come on, Spike. Fight it.' he thought.

Back in Spike's mind, Spike trekked through the bony terrain before seeing Applejack and Rarity in worse condition than Sunset was, "Rarity! Applejack!"

"Spike." Rarity said weakly.

"We failed." Applejack continued, until both she and Rarity got arrows shot through their heads and they dissolved.

"NO!" Spike cried, as he looked away and saw Fluttershy lying on the pile of bones with a spear impaling her stomach, "Fluttershy!" she dissolved into dust. He looked around further and saw Pinkie Pie and Rainbow Dash also with fatal stabs through their bodies, "Rainbow Dash! Pinkie Pie!" they dissolved into dust, "Who did this to you?!" he shouted.

"Spike!" Came the last familiar voice to him.

Spike turned and saw Twilight being held up by the back of her neck by Grogar, "Twilight!" he cried.

"It's too late for you, Spike. You've lost." Grogar mocked him.

"Let her go, Grogar!" Spike growled.

"You're right. Perhaps I should let her go," Grogar began while bearing a smirk, "Or rather... She should go!" he whipped out a dagger and stabbed Twilight in the heart making her gasp. The sight of this reflected off Spike's wide eyes. As he watched in horror as Grogar dropped Twilight's corpse to the ground and laughed, "Whoops. Hand slipped!"

Spike gazed upon the corpse of Twilight with tears filling his eyes. He fell too deep in the illusion to remember it wasn't real. Grogar continued to mock him, "How does it feel, Spike? Losing everything you worked so hard for to fall apart right in front of you?" as Grogar continued to mock Spike, he clenched his claws and shook, before looking up with rage in his eyes and roared with a deep voice, "GROGAR!"

Suddenly outside Spike's mind, both Grogar and Stone looked to see Spike on his feet in his armored form while surrounded by energy, "Spike?" Stone asked in worry.

"No, how could he have escaped my illusion?" Grogar asked in confusion.

Bahamut spoke through Spike, "I'm sorry, Stone, I can't help my partner. He's driven purely by too much rage he won't listen to me!"

"What?" Stone asked in shock.

"And you, Grogar," Bahamut continued, "You made a big mistake in what you showed my partner, and you will face the consequences!" Spike shot his head up with blood red eyes glowing through his helmet.

Spike's body continued to pulsate with energy, as he started growing bigger, as Spike spoke in a scary tone, "I am the Great Dragon that fears nothing! I mock the powerful and destroy the corrupted! I will become the Dragon of Destruction! And I shall drag you down into the depths of Tartarus! Dragon King Beserker!" he shouted, as Spike had grown to about thirty feet tall. He now stood as a raging dragon beast with his purple armor, and his eyes glowing red. He let out a powerful roar that was so strong the mountains started breaking.

Stone and Grogar looked up in horror, as Stone shouted to Grogar, "Grogar! Look what you've done!"

"I might've overdid it." Grogar said nervously.

Up in the sky, the Princesses, Ember, Garble, and the other dragons could see the new dragon and were in total shock, "No." Ember gasped in worry.

Back with the girls along with Shining Armor, Discord, Fleur, and the other guards, they could see the giant dragon emerge in the distance, "Whoa, what the heck is that thing?!" Rainbow gasped.

"It's huge!" Pinkie added in shock.

"Sacrebleu!" Fleur gasped.

"Wait, look at him closer." Applejack said, as the girls got a good look and saw what he resembled.

"Oh, my goodness." Rarity gasped in her hands over her mouth.

"Oh, no." Discord shook his head not wanting to believe it.

"It can't be." Fluttershy said in disbelief.

"Spike?" Twilight asked feeling lost for words.