Ponyville had fallen. This was a fact and one that had to be accepted. Zecora arrived and waited for others to arrive. The Cutie Mark Crusaders arrived with Sweetie Bell and Scootaloo first then Apple Bloom. All three Crusaders arrived. Ruby Pinch and Pina Colada followed then Derpy and Dinky. Finally; Lyra, Bon Bon, Octavia and Vinyl arrived. The rest of the Mane 6, Spike, Trixie and Sunset Shimmer finally arrived.

"Is this it?" asked Sunset horrified.

"The amount of escapees was a bit. This is it." answered Zecora.

"Applejack!" cried Apple Bloom.

The Cutie Mark Crusaders raced over to their sisters or sister figure in one case.

"I'm so glad to see you." sobbed Apple Bloom.

"Where are Granny Smith and Big Mac?" asked Applejack worried.

"Captured." answered Apple Bloom.

"So where mom and dad." added Sweetie Bell.

"Oh my!" gasped Rarity in horror.

"Dammit!" cried Applejack, holding her tears back.

"I can't believe Twilight has done this." said Lyra shaken.

"Well you saw it firsthoof." said Trixie.

"Lyra has known Twilight since Canterlot." explained Bon Bon.

Trixie rolled her eyes.

"What do we do?" asked Ruby Pinch.

"I'll watch over you two until Berry is back." answered Derpy.

"Thanks!" exclaimed Pina Colada.

"What are we going to do?" asked Octavia.

"Yeah. We can't survive in the Everfree Forest." added Vinyl.

The ponies thought for a moment.

"Zecora might have room." proposed Sunset.

"Unfortunately, my home is made in a tree. There is only enough room for me." said Zecora.

The ponies moaned at this.

"We have to find a place to stay.' said Derpy.

The Mailmare guarded the three fillies with her.

"Let fear not gather around. For the ruins of a castle, I have found." stated Zecora.

The others talked among themselves.

"I remember reading about a royal castle in the Everfree Forest." noted Sunset.

"Where'd read that?" asked Derpy.

"An ancient manuscript in the Royal Canterlot Library." answered Sunset.

The others where surprised by this.

"We can hide there." said Trixie.

The ponies made their way through the Everfree Forest.

"Are we getting close?" asked Trixie.

"We shall get there soon. Before the rise of Luna's moon." answered Zecora.

Lyra was looking around.

"Lyra, are you looking for humans?" asked Bon Bon annoyed.

"No. I'm trying to keep my guard up." answered Lyra defensive.

"Okay then." replied Bon Bon.

"I wish you would be more open minded." sighed Lyra.

"It's hard to. I just can't believe humans exist." explained Bon Bon.

Lyra let our a sad moan.

"Lyra, I am not going to judge you. You know that." said Bon Bon.

"I know dear." replied Lyra.
The two shared a kiss.

"Why can't we be more like that?" asked Vinyl.

"Because we don't need to flaunt our love." answered Octavia.

Vinyl grabbed Octavia gave her a passionate kiss.

"I..." stammered Octavia.

"Still leave 'em speechless." bragged Vinyl.

The ponies passed through trees and came across their destination.

"Have no more fear. We are here." noted Zecora.

The ponies reached the bridge.

"Hey, we've been here before." noted Rainbow.

"Yea. It's where we found the Elements of Harmony." said Applejack.

Suddenly, there was a poof in front of them.

"Oh thank Celestia! I was so worried!" cried Discord.

Discord embraced Fluttershy tightly.

"I am glad to see you to." said Fluttershy.

Discord let go of the pegasus.

"What's going on?" asked Discord.

"Sombra's Army had captured Ponyville." answered Fluttershy sadly.

"Twilight led them." added Spike.

Discord was clearly throw off by this revelation.

"What's wrong with him?" asked Octavia.

"Twilight used the Blood Manipulation Spell on Discord." answered Rainbow.

"Oh my." gasped Octavia.

"No! I can't believe it!" exclaimed Lyra.

"She used it on me as well." said Rarity solemnly.

Lyra was shaken by this and Bon Bon comforted her.

"It's okay Lyra." said Bon Bon.

Discord thought worriedly for a moment.

"I need to go." said Discord.

"But, you just got her." noted Pinkie.

"Discord, Sombra's Army has overrun much of Equestria including most of the major cities. Canterlot is next." said Sunset.

"I can go to my home dimension Sunset." said Discord.

Sunset was taken aback by this.

"How did you know my name?" asked Sunset surprised.

"As a statue, I could not move or speak. I was still aware and I remember you." answered Discord.

Sunset thought for a moment.

"Actually Discord, I think we could use your help." said Sunset.

"What do you mean?" asked Discord suspiciously.

"You have powerful chaos magic. It might just be what we need to fight Sombra." answered Sunset.

"Well I guess I could..." mused Discord.

Discord suddenly stopped when a thought hit him.

"Would I have to face Twilight?" asked Discord worriedly.

"Possible." answered Sunset.

Discord squirmed at this.

"No thanks." said Discord.

The Master of Chaos snapped his fingers causing suitcases to appearing his hands.

"I'm going to ride this out in Las Pegasus. Call me when it's over." said Discord.

"Are you kidding?!" asked Rainbow angrily.

"Yup. I've heard this Gladmane has a good place." answered Discord.

"Las Pegasus might fall." noted Rarity.

Discord stopped and thought for a moment.

"Then I'll go somewhere else." shrugged Discord.

"We need you." said Sunset.

"Just let him go." huffed Trixie.

Discord raised his eyebrow.

"And you are?" asked Discord annoyed.

"I am the Great and Powerful Trixie!" declared the unicorn.

"She's a stage illusionist who arrived in Ponyville twice." said Derpy.

"First time her boasts led to an Ursa Minor invading Ponyville until Twilight saved the day." continued Lyra.

"Last time, she tried to take over Ponyville. However, Twilight fought her off." finished Bon Bon.

"She physically assaulted me!" snapped Trixie.

"You where trying to take over Ponyville." noted Octavia.

"And enslave all of us." added Vinyl.

"Does that justify what happened to me?" asked Trixie, looking for sympathy.

"Yes." answered the ponies and Spike in unison.

Discord rolled his eyes.

"Look, I can't help you." said Discord.

"Why?" asked Rainbow annoyed.

"Because I can't." answered Rainbow.

"He's a coward." shrugged Trixie.

"Take that back!" snapped Discord.

"Nope." replied Trixie with a grin.

Discord seethed with anger.

"I think she's right." said Sunset.

"No she's not!" exclaimed Discord.

"You're afraid of Twilight." said Sunset.

"No I'm not!" declared Discord.

"The Blood Manipulation Spell on you and it traumatized you." realized Sunset.

"Don't be crazy!" cried Discord, turning his head.

"Discord, I think she's right." said Fluttershy.

"You of all ponies should trust me." replied Discord.

"I do trust you, but I know you where shaken by Twilight using the Blood Manipulation Spell than you're letting on." said Fluttershy.

Discord remained silent.

"It's okay to be scared. That was a very traumatizing event." continued Fluttershy.

Discord rubbed his face and let out a sigh.

"Oh I can't keep secrets from you. Yes, I am a bit...distraught about what happened." confessed Discord.

"It's okay to feel that way. You've got friends here and we will help you through this." said Fluttershy.

Applejack and Rainbow shared a look.

"Okay Fluttershy. I'll help you." sighed Discord.

Fluttershy hugged Discord.

"Thank you. You only need to do as much as you feel comfortable doing." replied Fluttershy.

In Ponyville, Sombra's Army gained total control. They quickly removed anything to do with the old regime including raising a large banner of Sombra over town hall. The statue of Celestia in Ponyville was torn down with plans for a statue of Sombra built in its place.A small squad where sent to hunt down any possible stragglers. Meanwhile, Twilight oversaw the enslavement of Ponyville residences.

"Let's see." said Twilight.

She passed by the former residences.

"The donkeys can be used to haul carts. That's all their kind are good for." said Twilight.

"I thought you here different." sighed Cranky.

Twilight used her magic to grab a whip and cracked Cranky over the back.

"That will shut him up." said Twilight.

Twilight dropped the whip and continued reaching the Cakes.

"Two fillies." noted Twilight.

"Should we kill them?" asked a soldier.

"No. We can take them away and raise them to be the next generation of loyal soldiers." answered Twilight.

Mrs. Caked hugged her children until a soldier ripped them away from her by force.

"No." sobbed Mrs. Cake.

Twilight chuckled and continued reaching Mayor Mare.

"Now we have this pathetic bureaucrat who hid like a coward when a hoard of Pinkie Pies overran this shithole." scoffed Twilight.

Mayor Mare refused to look at Twilight.

"Look at me!" demanded Twilight.

Mayor Mare refused to, so Twilight spit in her face.

"Pathetic." said Twilight with disgust.

Twilight continued reaching Hondo Flanks, Cookie Crumble and the Apples.

"Hicks galore." said Twilight.

"What are ya doing?" asked Hondo Flanks.

"You're friends with with our Rarity." added Cookie Crumble.

Twilight rolled her eyes.

"Ya as slippery as a snake! I never should have trusted ya!" declared Granny Smith.

"Eeyup." agreed Big Mac.

Twilight rolled her eyes.

"Somepony should tan your hide!" cried Granny Smith.

"Somepony should put you in a box floating down the river grandma!" snapped Twilight.

"Hey! You can't talk to Granny like that!" exclaimed Big Mac.

"I just did." snapped Twilight.

Twilight continued reaching Cheerilee and the fillies.

"Good. More fillies to become the next generation of soldiers for Master." said Twilight.

"Don't hurt these children." said Cheerilee.

"I'm making the rules here.

"Twilight! Please stop this!" exclaimed Colgate.

Twilight trotted over to the dentist.

"Colgate, we go back far. I should have killed you earlier." said Twilight.

Twilight turned and found herself at Golden Oaks Library.

"This crappy place." said Twilight.

Twilight walked over and noticed the memorial.

"How pathetic!" laughed Twilight.

Twilight fired a blast of magic destroying her memorial.

Author's Notes:

A/N: That is where we'll end this chapter. I slipped a Spongebob reference in there specifically the scene where Plankton roasted an entire family. Now Discord is involved helping our heroes. Next time, our heroes return to Canterlot and talk to Trixie. Please review.