Zelgius turned towards Celestia with his narrowed underneath his helmet. "Is there a secret way out of Canterlot?"

Celestia turned her attention to Zelgius but didn't answer him causing him to yell. "Is there no other way!?"

"There is one way but...."

Zelgius cut her off. "Send word for everypony to flee towards the pass. Also have every guard we have to go to the wall!"

Zelgius saw out of the corner of his eye Shining getting ready to pull his sword out. "No."

"I am not going to just sit here while my brothers fight!"

Zelgius shooked his head. "The city is already lost. We don't have enough guards to repel them."

All the ponies became silent as they stared at Zelgius who was standing there looking aty them. "I need you all to go and make sure the citizens will be safe."

"No way! I am not leaving a friend behind!" Rainbow shouted while hovering in the air.

"She's right sugarcube."

Zelgius growled. "You need to go!" As the words left his mouth they felt the castle shook as well as a loud crash sound. Looking outside they saw the enemy loading boulder on what appeared to be catapults which they were using to launch into Canterlot. Boulders were smashing into houses and even though they were in the castle, they could hear ponies yelling and screaming.

"Go Now!" Zelgius glanced over towards the two Peausgus guards standing at the door who seemed nervous but also appeared to be waiting for orders. "Gather all guards! Have them at the wall now!" The tow saluted and flew off. Before anypony could say anything Zelgius rushed out the doors.

"ZELGIUS!" Twilight shouted as she tried to rush after him but was stopped by Celestia magic. "Princess?"

Celestia shook her head. "He's right. We have to evacuate." The ponies couldn't help but look out the window to see Zelgius with guards behind him rushing towards the wall.

Zelgius rushed through the city where the screams of pain and dying were heard. Zelgius glanced out of the corner of his eye to see a colt hoove sticking through a pile of rubble with blood dripping down it. Zelgius made it the wall and running up the stairs he was met with Guards standing at the wall facing towards the enemy. Zelgius pulled his sword out, turning towards them and yelled. "All unicorns use your magic to launch the rubble back into the enemy! Send them to Tartarus!"

The unicorn horns glowed as they focused on the rubble lying around the ground, slowly lifting it up before throwing it over the wall towards the enemy where it crashed into their ranks smashing them. Zelgius didn't have to say anything as the guards began shooting arrows at them as well. "Incoming!" One guard shouted as a boulder slammed into the wall knocking ten guards off it killing them from the force of impact. Zelgius saw another boulder toward them and quickly slashed his sword horizontally sending out a magic slash that destroyed it.

The enemy soon began charging towards the walls with ladders being carried. The guards arrows slammed into the enemy ranks killing many of them, but the fallen were simply replaced with more as they picked up the ladders. The enemy reached the wall where they began firing their own arrows up at the guards who were protected from the height but some of the arrows had still found their marks into the guards necks or faces killing them. A few of the guards had fallen over the wall their bodies crashing into the enemy ranks dead. Zelgius watched as ladders were being pushed up. "LADDERS!"

The ladders inched closer to the wall where Zelgius could see enemies standing on top of them as they inched closer to the wall. Not waiti ng he sent a magic slash that cut through three ladders causing the enemy on top of them to fall into the ground below. The other ladders slammed into the wall allowing the enemy to crash into the guards killing a few of the guards but were cut down. Zelgius could finally see the enemy.

The enemy was easily the same height as Zelgius while some were a little taller than him. The things appeared to have dark skin while their eyes glowed red. The monster had armor that covered it's entire being. The weapon it wielded had a jagged looking scimitar with a hook on the back side of it. Zelgius eyes narrowed as he watched the thing skin seemingly vaporized while the armor fell to pieces. Zelgius didn't think more on the matter as he spun and slashed through one horizontally. Zelgius watched as the things rushed towards the gate carrying what appeared to be a siege ram. The guards shot magic, arrows and even threw their spears down into the enemy below, but they still kept charging. Zelgius only had one thought on his mind as the battle continued while he parried a sword swung at his neck before slashing the thing's neck open and then spun to kick one off a ladder that knocked the ladder down.. 'Everypony, please be safe.' Zelgius thought as he saw the ladder being lifted back up.

"MOVE! MOVE!" Shining shouted as he guided ponies towards the exit of the secret pass. The girls were helping everypony they saw.

Twilight used her magic to move a boulder out of the way of a house that was on fire allowing the trapped family to exit. The family had smoke stuck to their fur but were unharmed. "Let's go!"

Applejack bucked a boulder destroying it while Pinkie.......was shooting it with her party cannon.

"This way." Fluttershy was gently guiding colts and fillies.

They couldn't help but look towards where the sound of battle was going on. "Zelgius."

"GRRR! We should be over there helping our friend!" Rainbow shouted as she helped push a boulder out of the way.

"It would be foolish. None of you have any combat experience." Luna spoke casually before she turned her attention back to where most of the fighting was happening. "Where is the rest of the guards?"

There was a loud roar causing everypony to jump in fear as the turned and saw what was attacking running right at them. Twilight out of reaction shot a magic bolt that knocked it into a wall where it slid down to the ground knocked out. "How are they in here!?"

Another ran at them only for an axe to be slammed into it's head causing it to fall to the ground dead while the body vaporized. Axehoof pulled his axe up then quickly spun and smashed it into another one in its chest. "Lieutenant Axehoof." Luna spoke causing him to salute.

"Wish this meeting was under better circumstances your majesties." Soon a hundred guards formed up behind him. Twilight glanced at each of them to see they were covered in black blood while some even had scratches on them.

"Why are you all here and not at the wall?"

"We were on route to the wall when some portal or something opened. Those things began pouring into the city. They are taking no survivors."

Luna growled. "They killing those who even surrender!?"

Axehoof nodded his head. "It's not just guards your highness."

Everypony eyes went wide while Fluttershy had tears forming in her eyes. "They..."

"They are killing anything that is moving."

Twilight couldn't help but feel despair before her eyes shot in realization. "Zelgius!"

"They will be trapped."

Axehoof lifted his axe until it rested on his shoulder. "Go. We will inform them. You all must get out of here!" Not bothering waiting they began sprinting towards the wall.

"We need to go!"

The group still felt uneasy especially when she felt like something bad was going to happen as she glanced towards where Zelgius was fighting.

Zelgius thusted his sword through one of the things chest then quikly ducked as a sword swung at his neck he then retaliated by punching the thing in the face knocking it off the wall. Zelgius pulled his sword out and spun slashing the things that had him surrounded killing them as well spilling black blood on the ground. Zelgius stood up with blood dripping off his sword. He looked to his left and right. The guards fought back killing the things but were eventually slowly being overrun.

"Zelgius!"

Zelgius glanced behind him down to the city to see guards and Axehoof. "We have to retreat! The things are already inside the wall by some portal!" Axehoof shouted straight to the point.

Zelgius glanced over towards the gate and even though the thing were being killed by the dozens the gate was beginning to crack from the siege ram. "FALL BACK!" Zelgius shouted. "FALL BACK!"

Zelgius cut down the things left and right as the guards were rushing past him. Zelgius slashed one more thing down then turned and jumped down where he landed by Axehoof. "To the escape route!"

Zelgius ran with the rest of the guard remaining following him. Zelgius saw the things were indeed already inside the city as he and the guards cut them down on their way to the exit. "Lueitanent!" Zelgius saw they were a hundred yards away before stopping causing the rest of the guard to stop as well as there were guard archers. Zelgius and the guards dropped to the ground as the archers fire arrows over them that slammed into the enemy behind them killing them. Zelgius stood up while one guard walked towards Axehoof. "We couldn't hold them! We all that's left."

Axehoof stared at them then barked out an order. "We're pulling back. Make way to the exit!"

"COME ON!" Everypony glanced over to see Twilight standing by the exit.

Zelgius turned towards Axehoof and placed a hand on his shoulder. "Guide them out of here."

"What are you doing!?"

"I am going to hold them off!"

Axehoof shooked his head. "Then we will stay with you!" The rest of the guards shook their heads in agreement.

"AXEHOOF!" The said pony jumped when he heard Zelgius shout at him. "Please. I need you to protect them."

Axehoof look conflicted before he slowly placed a hoof on Zelgius chest. "You better stay alive. I still need to beat you!" Axerhoof spoke with a smirk. Zelgius didn't answer but instead nod his head.

The guards each gave a look towards Zelgius as they ran past him until it was only him and Axehoof standing there. Zelgius looked towards the city where he could the gate finally broke as the enemy rushed in. Zelgius took a few steps forward where Axehoof stood behind him. "Make sure Twilight get's out of here safely."

Axehoof didn't speak but nodded his head as he rushed towards the exit. Twilight stood at the entrance and gave a look of confusion as Axehoof ran up towards while Zelgius stayed in the same spot. "ZELGIUS!"

"We have to go! He's going to hold them off!"

Twilight eyes widened. She tried to run towards him but was grabbed by Axehoof who begun to drag her into the tunnel. "No! Let me go! Zelgius!"

The Black Knight didn't even turn towards her as she kept shouting until she could no longer be heard. Zelgius grasped his sword by it's handle tighter as he heard the enemy approaching by the sound of armor clanking.

Zelgius brought his sword up then swung down sending out a magic slash. He watched as three of things came around a corner only to be killed by Zelgius slash. Zelgius then rushed forward just in time as the horde came around the corner where Zelgius slammed into their ranks and proceeded to cut them down left and right while also parrying their blades. Zelgius ducked as he dodged a sword swung at his neck then quickly spun killing the ones around him. He quickly raised his sword to block a strike, deflecting it then slashing the things neck spilling dark blood on the ground and his armor.

Zelgius swung his sword around ready to kill more of them but stopped when he saw them just standing there looking at him with their weapons lowered. "Have you lost all of your courage?" Zelgius taunted them.

"They haven't lost their courage. They are simply following their master command." A voice spoke out causing Zelgius to look towards the sound.

A figure walked out from within the enemies rank while the things moved out of the way as he walked towards Zelgius. The figure armor was completely black that covered its entire body. On top it's head were horns that gleamed in the darkness. All that could be seen were the figures eyes were completely white with no pupils and Zelgius felt that he was staring into the void itself.

"You the one who has been talking in my head." Zelgius stated while the figure simply let out a dark chuckle.

"Indeed I am." The figure raised it's right arm as it blocked Zelgius sword with Zelgius putting his full swing into it while the figure showed no signs of struggle. The figure simply swung it's  left arm hitting Zelgius sending him crashing through a building.

Zelgius walked out of the building seeming unharmed. "Who are you?"

"I have no name to give you since you will be dead. But you can simply call me THE DARKNESS!" The figure rushed at Zelgius swinging his right arm. Zelgius raised his sword to block but was sent flying once again by the sheer force of the demon. Zelgius crashed into a wall causing to stagger trying to stand up. Zelgius made it to his feet and glanced up toward this...thing.

"Let the slaughter commence." When that said the demon rushed towards Zelgius.

Zelgius thrust his sword at it's chest intending to stab through it's heart. The sword stabbed the demon chest while he just looked bored at Zelgius who eyes widened underneath his helmet before they narrowed as he brought his sword back and swung all he had while the thing simply stood there letting itself get hit again. Zelgius swung his sword at Darkness who simply raised his right arm where Zelgius sword slammed into his forearm causing a loud clang sound as sparks came from the metal being grounded into each other. Darkness simply stared  at him before throwing a uppercut with his left arm, hitting Zelgius in the chin sending him skidding a few feet across the ground. When Zelgius stopped skidding he glanced back towards Darkness while blood dripped out from beneath his helmet to the ground.

The two stared at each other while lighting flashed across the sky. The sky had began to darken when the invasion had begun, but it now seemed to have become even darker. The shadow monsters simply stared at the two as they watched the battle. Zelgius heard a small thunk on his armor. Glancing up he saw it had begun to rain. Zelgius then turned hisn attention back to this thing that called itself Darkness. Zelgius saw nothing in it's eyes that had nothing, but complete darkness.

Zelgius hand tightened around his sword handle as he glared at this demon. 'I have to kill it. Not just for Canterlot....but for all Equestria! With that final thought, Zelgius rushed towards the demon who simply stood even as Zelgius swung his sword down at its armor covered face. The sword hit Darkness in the face causing a loud clank that sounded throughout the whole area while Zelgius sword bounced of Darkness face who swung his right fist that made contact with Zelgius chest sending him skidding back a few feet. Zelgius coughed up blood underneath his helmet. Blood seeped through his helmet. Zelgius almost fell to the ground from the pain in his chest.

Zelgius sidestepped as a Darkness slammed into the spot Zelgius had occupied. Zelgius watched as he slowly walked out of the crater. Zelgius rushed at him only to be backhanded that sent him crashing through a building. Zelgius felt pain all throughout his body. 'How strong is this demon?' Zelgius thought only for his eyes to widen as Darkness appeared before him standing there looking down at him. Zelgius eyes were narrowed as he stared at up him. The two just stared at each other then Zelgius swung his sword upwards only for Darkness to grab it with his left causing sparks to fly everywhere with Zelgius pushing with all his strength. Darkness stared at then raised his right hand before pointing it at Zelgius chest a centimeter away.

Zelgius say a small dark light coming from his hand as it glowed darkly. Darkness stared at him then spoke. "Bang." Zelgius felt the magic it into his chest sending pain throughout all his body as he was blasted through the building where he slammed into the ground laying a hundred yards away from the exit. All around the shadow beings watched as their lord walked out of the building.

"You see. You are, but a mere insect compared to my power."

Zelgius didn't answer back as he slowly stood up only to gasp for air as he felt his chest get hit by Darkness who appeared in front of Zelgius slamming his fist into Zelgius chest causing him to double over. Darkness pulled his fist back then slammed his elbow into the back of Zelgius head causing him to slam into the ground. Zelgius let out a grunt of pain. He slowly tried to push himself back up only to let out a grunt of pain as a foot slammed into his back. Darkness had put all his weight on his foot as he pushed down on Zelgius.

"If you just stay still and die then you wouldn't be in so much pain."

Zelgius glared at him from beneath his helmet. Darkness scoffed as he felt Zelgius still trying to get up. He raised a hand that was pointed at Zelgius head. "Die." A blasts began to fire from his hand that repeatedly slammed into Zelgius who had pain shooting all through his body. He wouldn't give this thing the satisfaction of him screaming in pain. Darkness finally stopped as he stared down at Zelgius who was shaking. Hen smiled when he heard a grunt of pain as well the blood pouring from Zelgius and through his armor.

Darkness pushed off Zelgius with his foot as he turned towards his army. "Hunt them down and kill them."

Zelgius eyes widened as he knew what he was talking about. 'Twilight. TWILIGHT!' Zelgius felt his strength returned as he stood to his full height glaring at Darkness who turned to star at Zelgius.

"WHY WON'T YOU DIE!?" Darkness shouted as he rushed towards Zelgius with his hand poised for his neck only for Zelgius to grab his right hand an inch away from his neck. "Wha..." He was cut off as Zelgius swung his sword down until was resting on the ground. Zelgius stood up and let go of Darkness hand. Darkness remained in the same spot before his body began to separate from each other from his head down to his hip.

Zelgius watched with a blank look as he saw the body fall to the ground with dark blood began pouring out. Zelgius sighed then turned towards the things who simply stared at Zelgius whose adrenaline wore off. "Who's next?"

"Not many can defeat my general." A voice spoke from behind causing Zelgius to try to turn around only to feel pain erupt from his stomach. Zelgius looked down to see a shadow sticking through his gut. "I won't kill you. I have plans for you. I will give you one more gift."

Zelgius screamed as he felt his body was like on fire while the owner of the voice was laughing.

"HOW COULD YOU!?" Twilight shouted with anger at Axehoof while her horn glowed with everypony looking at her with nervous looks.

"Um Twi I think..." Twilight glared at her brother. "Never mind!" He quickly backed away while Twilight turned her attention back to Axehoof who simply stared at her with a sad look.

"WHY!?"

Axehoof stared at her then spoke. "He made me promise to look after you"

Twilight still glared at him until she felt a pair of hooves wrap around her. Turning her head she saw her friends with sad smiles as they held their friend in a hug. Twilight eyes softened before tears began to form in them. She quickly began to sob with her friends jus embracing her.

Axehoof stared at her sadly before turning his attention back to the rulers. "What do we now your majesties?"

The rulers glanced at Celestia who for once seemed lost on what to do. "I don't know."

Everypony looked down with sadness. "I think the first thing we should is to find shelter for everypony."

Celestia glanced at all the guards and citizens who all seemed tired. "That would be best for now."

Twilight finally calmed down but still had a few tears in her eyes. "Thanks." Her friends smiled at her.

Everypony began to freak out as a dark portal opened above them. The citizens were shaking in fear while the guard stood in their stances. Axehoof lifted his axe up growling. "Let them come! This guard is going to avenge his friend and home!"

Shining stepped up next to him pulling his sword out. "Get in line."

Everypony got into stances as they waited for whatever to come out of the portal. They all jumped as they heard laughter. "I give you all a gift. Do try to take care of it will you?" The voice spoke in a mocking tone.

"WHO ARE YOU!?"

Instead of receiving an answer there was a loud thud sound as something fell out of the portal with it closing after it. The ponies rushed towards the thing only to gasp. Twilight was the first to react. "ZELGIUS!" She rushed toward the fallen knight.

Zelgius layed on the ground with pouring from the wound on his stomach. His once proud armor was covered in crack and scratches and looked ready to break. His helmet was broken where you could see the whole area around the eye.

Shining shook his head before shouting. "MEDIC!"

Deep in Canterlot, within the palace where Celestia once sat, was nothing but darkness with the only thing being the monsters standing inside the throne room.

"Now Equestria is next." A voice spoke seemingly coming from nowhere. Where the throne chair was nothing even as a pair of glowing red eyes opened.

Next Chapter: Chapter 13 Estimated time remaining: 13 Minutes