Twilight's pupils dilated the moment Nightmare Moon hit the floor, her breath coming in short pained gasps. The world came to a stand still while Twilight's mind rushed at a million miles a minute. Oh no she's hurt terribly what do I do? I've got to help her! What healing spells do I know? Ugh, that doesn't even matter since I have this ring on my horn. Ohhhhhhh what can I do?! I've got to find something to close those wounds! Then her thoughts turned, changing tone completely. Why should I help her? She banished Princess Celestia from Equestria and this could even be my chance to esca-

"NO!!" Twilight shook her head faster screaming aloud. "It doesn't matter what she's done. She may have killed countless ponies and brought an end to daylight..., but if I let her die here I would be no better than her! I will not abandon anypony no matter how evil they are!"

She steeled her nerves, avoiding the urge to look at the death around her and rushed over to Nightmare Moon's side, glancing over her wounds to figure out what would need immediate attention. I just wish I knew more about first aid. I'm not even sure I'll be able to wrap bandages without my magic.... Her eyes scanned the room, searching for anything that could be used to stop the bleeding, anything that could give her more time to run to the infirmary for medical supplies. Her eyes landed upon a tapestry hung above her mentor's throne, its lustrous white grabbing her attention. She ran to it and ripped it from the ceiling, caring not that it was most likely important to Princess Celestia. She rushed back to the alicorn's side and draped the fabric over her body then began to tuck it underneath her, slowly inching it under her body. She tried to avoid making contact with the wounds but it proved to be impossible. Her horn brushed one of the deeper gashes in Nightmare Moons stomach.

Nightmare Moon's eyes shot open and a surge of power emanated from her body. In a single second, she jumped to her hooves, grabbed Twilight in her telekinesis, and threw her across the room to collide with a mound of torn and mangled death. "DO NOT TOUCH ME YOU FOALS!" Her voice reverberated with fearsome clarity in the amphitheater of a throne room, bounding off the walls to create a powerful echo. As adrenaline continued to pump through her body, Nightmare Moon glanced over the wounds and, like before, concentrated on healing them. She willed the larger gashes to close and left the smaller ones to heal naturally. She knew she was too tired to recover fully with her magic.

Twilight Sparkle groaned falteringly as she tried to recover her breath after having it blown out of her from the impact. The pain from her horn, which had been temporarily dulled as she panicked and surged with adrenaline, combined with the new throbbing in her back dizzying her. Eventually her breathing slowed and her mind focused once more then shifted into a pool of rage. "Why did you do that!? I was trying to help you!" She shouted before she could even stop herself.

Nightmare Moon spun around to pierce the lavender unicorn with her eyes, causing her to shrink back. "I do not require help from you, worm." Her voice dripped with malice.

"You still didn't have to thr-" Her voice was cut off as magic wrapped around her throat and lifted her from the ground, bringing her to eye level with the fearsome black alicorn.

"I WILL NOT HAVE MY PET TALK BACK TO ME!" Her scream shook Twilight to her core. "I spared you only to use you however I please! If you will not listen to my orders then I shall end your pitiful life like the rest of the foals around you! Do I make myself clear?!" She tightened her grip on Twilight, emphasizing her point.

Twilight's face was masked with utter terror, tears spilling down her face as she gave the slightest nod. "Y-y-y-yes..., M-m-my Queen...." She gasped out, struggling for air.

Nightmare Moon released her grip dropping Twilight one more time to the cobbled floor, eliciting a pained grunt and gasp of air from the young unicorn. Turning her head to survey the carnage, Nightmare Moon frowned. "These guards are loyal to their princess but that does not matter. They would be utterly foalish to try and best me once again. Pet! On your feet! Show your Queen to a room befitting my status!"

Twilight struggled to stand, her legs shaking fiercely from the constant trauma she was receiving. She took a step, wincing when her hoof struck the floor and sent a jolt through her leg. Fearing more punishment, she pressed on, leading Nightmare Moon through the palace towards Princess Celestia's bed chambers. Nightmare Moon noticed the familiar halls she had traveled down heading to the throne room. "Stop. I do not wish to be in Celestia's chambers." She turned her neck and faced the arched window basking in the moonlight, the glow seeming to give her strength. "How do you know where her room is, by the way?"

Twilight froze, scared at what the alicorn would do to her if she found out she was Princess Celestia's personal protege. She had already experienced being brutally thrown from just trying to help her, she had no idea how Nightmare Moon would react to this. "I-I.... I'm her..." Her voice caught in her throat, unable to finish the sentence. The fear was too much.

"Ah..., I see. She always did like to keep the powerful ones at her side." Nightmare Moon snorted. "Student of the great Princess Celestia. That would explain quite a lot." She looked back at Twilight and saw her quaking quite visibly. "Did you think I would kill you for being student of my greatest enemy?" She laughed when the unicorn simply hung her head. "Hah! No, pet. That just makes keeping you for my own oh so much sweeter. To think I have her protege as my slave! My night couldn't get any better!" She chuckled then broke out into a full sinister laugh, the sound carrying through the empty halls.

Twilight still hung her head but began to walk down a hall to their left. "This.... This way is to my old r-room in the C-Canterlot Library, My Queen. It's the second biggest room..., next to Princess Celestia's." Her words were slow and pained, realization setting in. I have no idea how I'm going to make it through this. Celestia is gone forever.... I have no way of getting in contact with my friends.... I can't even use my magic.... Her eyes teared up once more and she began to sob quietly while leading Nightmare Moon through the winding halls. They reached the doors to the library in only a matter of minutes, the great wooden portal being the only thing between them and the great hall of books.

When Nightmare Moon opened the door with her magic Twilight immediately thought of the last time she had been here. Just a day ago she had been here with Spike trying to figure out about the alicorn standing before her. Now it all seemed pointless. She hadn't been able to defeat Nightmare Moon and now night ruled eternal. Her thoughts had distracted her and when she once again became aware of her surroundings, the Moon Queen and her were standing in her room. It was a rather spacious area through a door at the back of the library though nowhere near as large as Celestia's room. It was also furnished modestly. A simple dresser for clothes with a small mirror upon it for brushing one's mane sat against the left wall. A desk was set up under a stained glass window of the Sun Princess raising her celestial orb into the sky. The window faced east so as to catch the morning rays and dazzle the room's occupants at sunrise. The window would now be forever useless as there was no longer going to be another sunrise. A decent sized bed was placed in the furthest corner of the room so as to take up the least amount of area possible. It was large enough to fit Nightmare Moon comfortably but would leave little room for anything else. It was a four poster bed of mahogany and simple blue sheets were spread atop the mattress. They were one of Twilight's favorites, having gotten them from her mother when she had first been accepted to the school as the Princess' pupil.

Nightmare Moon scowled at the room. "Is this the best this hovel has to offer? I expected more from the home of my dear sister." She emphasized the word 'dear' as if it left a horrible taste in her mouth.

Twilight cringed at her words and shrunk back even further. "Y-yes my Queen. Princess Celestia's room is the only other bedroom in the palace. She.... She had this room built for me when I moved in...." The black alicorn arched an eyebrow in curiosity.

"Very well. If this is the only room then it will have to do. These sheets, however, will have to go."

She flared her horn and lifted the bedclothes from the mattress, readying to incinerate them with her magic when Twilight gasped in shock. "NO!" Twilight flinched back when she saw Nightmare Moon's cold stare turn to her. "I'm sorry, my Queen.... I.... I didn't mean to do that.... It's just.... It's just that those sheets mean a lot to me...." Her head hung low as she tried to shrink away from the alicorn.

Nightmare Moon snorted and threw the bundle at the lavender unicorn, knocking her over in surprise. "Very well. I shall grant you this as you will need something to keep you from freezing in the night. I cannot have you dying if you are to serve me. Know that Your Queen is not entirely without mercy." She turned back to the bed and conjured a large black silk sheet emblazoned with stars to resemble the night sky then turned back to Twilight, taking a step back in shock. The purple unicorn was smiling at her. Sad, but smiling. Her features turned, sickened by the thought of bringing somepony joy, especially one meant to be her slave. Her horn flashed again and great iron manacles appeared from the air to clamp around Twilight's fore-legs. They conjoined together through a ring on the floor that had been materialized along with the chains.

After hearing Twilight's sharp gasp from the manacles biting into her legs, Nightmare Moon grinned evilly and stepped onto her new bed. She shifted uncomfortably. This bed is too stiff. It matters not for tomorrow I shall begin construction on my new palace. Her head drooped across her front hooves, her eyes closing. It won't be long until I have a firm grip upon Equestria once more. She levitated the sheets she had conjured and draped them across her body, wincing ever so slightly when they touched her open wounds. I will finally have all I ever-

"Are you okay?" Twilight asked from across the room. Her interruption broke Nightmare Moon's train of thoughts, causing her to scowl down at the unicorn. "I'm.... I'm sorry, My Queen. I.... I just noticed you flinched when you placed the covers on yourself. I know the wounds haven't healed all th-"

"Silence." Nightmare Moon fumed. "I do not need pity from a worm such as yourself!" She absolutely hated when anypony showed any kind of worry for her. It made her feel weak. "You will silence yourself or else I will bring my fury down upon you as I did with the guards." Her voice was steady and emotionless. Twilight was once again terrified into silence, simply nodding her head to show she understood. "Know that we alicorn are far superior to your petty race of unicorns. Our bodies can withstand much more than the likes of yours." Once again, Nightmare Moon rested her head upon her hooves and closed her eyes. This time she didn't think of anything and just drifted off to sleep, leaving Twilight alone with her own thoughts.

After Nightmare Moon had gone to sleep, Twilight simply laid there, fighting back tears that she thought she had already cried out. In a single night, her life had been turned upside down and torn asunder, all by one failure just hours before. Or what she had assumed was hours before, since there was no longer a way for her to tell time. She gazed around her old room and new prison. Everything was just as she had left it. Not a single object out of place. She grabbed her blanket with her teeth and covered herself as best she could. She wasn't used to not using magic at all. She sighed but choked on a sob, her tears spilling once more. I.... I don't know what to do anymore. I hurt all over. The constant lack of sun has considerably cooled the air and as long as Nightmare Moon does nothing, it'll only get colder. Twilight curled up tighter in the blue sheet, wrapping herself tighter to block out all cold. As she breathed in, smelling the fabric, her thoughts turned to her family. I wonder how my parents are doing.... I.... I haven't talked to them in months. Not since our last break in school.... I hope they're doing okay through all this.

She finally calmed down. Thinking of her parents brought a small amount of comfort to her. Just enough to halt her crying and change her tears into soft sniffles. How did this all happen? How was Nightmare Moon able to resist the Elements like that? She closed her eyes, trying to envision the encounter between her friends and the black alicorn. She remembered calling the power of the Elements. Nightmare Moon had said something. "What did she say?" After the words had escaped her lips, Twilight gasped and clenched her mouth shut, glancing over at the alicorn. Still asleep. It's good I didn't say that louder. I don't wish to be hurt again....

Twilight thought harder, bringing the memory to the front of her mind. Think, Twilight, think! A realization dawned on her. She said that she wouldn't be caught off guard again. How would that help her? There isn't a way she'd be more powerful than the Elements of Harmony. They're the most powerful artifacts in existence! They control the most powerful spell known to ponies! Or are they? Her face dropped, figuring out how Nightmare Moon had done it. She.... She used the power of the stars to weaken the magic. Nightmare Moon had been in the moon for a thousand years. She's had ample time to absorb the energy of the stars to aid her. They even helped her escape from the moon. That black shield.... I should have noticed the power coming from it. Her head drooped in defeat.

She sighed one final time, resigning herself to her fate. We could have defeated her if we had had time to become attuned to the Elements. When Princess Celestia used the elements the first time, Nightmare Moon hadn't been expecting them and was caught by surprise. The Princess couldn't even control them to their fullest even with all her magical abilities. This time Nightmare Moon had been expecting them. The girls and I hadn't even known how to properly use the Elements. We just let them work themselves.... As her thought finished, Twilight felt sleep take hold of her. She gratefully slipped into a dreamless unconsciousness.

Nightmare Moon woke, sleep drifting away like a wandering visitor, off to find its next adventure. She was immediately struck by how quiet it was. Not a single noise could be heard from the castle, not even a hint of the palace's caretakers. She knew that not even Celestia could run the entire palace on her own. "So where are all the working ponies?" muttered Nightmare Moon. She passed a look at the bundled form of her pet and knew how she would find out. She stood up and stepped off the bed, stretching her body and reveling in the cool air. Her wounds had healed overnight due to the amazing recovery abilities alicorns possess, but her magic was still not up to its former prowess.

The midnight mare stepped to the sleeping unicorn and kicked her with a hoof, jolting her awake. Twilight inhaled sharply, and clutched her ribs. She expected to be overcome with pain once more but was surprised at the gentleness of the strike. It was still painful, of course, but it wasn't unbearably so like all the other lashings. The throbbing of her horn had seemed to disappear as well. "Why are there not any peons attending to the castle? Where have they gone?" Nightmare Moon's voice echoed in Twilight's ears.

She too perked her ears, trying to catch a hint as to where all the attendants could be. Nothing. Not a single hoof-fall sounded in the entire range of her hearing. "I-I'm not sure, My Queen. Perhaps they are gathered outside the throne room waiting to be given orders? They are probably confused as to why it's still night...."

Nightmare Moon growled, agitated that she was not being waited on when she liked. "I must have construction started on my new palace to be built in the ruins of Mareland." She lowered her horn to touch the shackles locking Twilight to the floor, making them dissolve into the night. "Come slave. We will gather all of my subjects and give them their instructions, willing or not."

She turned and burst through the door, not even bothering the shut them behind her. Twilight followed close behind. Their steps echoed through the empty hallways as they made their way back through the castle to the site of Nightmare Moon's grisly battle with the royal guard. Upon arrival, the first thing the mares noticed was the distinct lack of death in the room. The bodies had all been carried off and the blood had been scrubbed from the floors, walls, and ceilings. Not a single speck of dirt or gore marred the visage of the room. The next thing they saw shocked them both. The mares and stallions of the royal palace staff were all bowed before the alicorn Queen, some out of duty, others out of habit, all in fear. A rather short mare near the front stood up from her bow and walked closer to Nightmare Moon and Twilight before bowing once more.

She looked up and smiled as sincerely as she could. "Welcome, Queen Moon. My name is Silent Brook, and, on behalf of the staff, I offer our assistance to you in any way we can accommodate you."

Author's Notes: Heya guys it's peppy again! Haha I was expecting to have this out like 7 hours ago, but my brain just wouldn't let me focus like i wanted it to. Well anyhooves, here it is! Chapter 3 hot and just off the press! Or whatever it is technically on. I must let you know. I started to hate Nightmare Moon a bit while writing this chapter. She's just big ole mean meanie pants, but she has to be because I say so and it just fits her so well! Also I really wanted to establish one of her biggest uhhh.... whatever that word is I'm looking for. Hehe been up too long. Well I'm off to bed! Can't wait to hear what you all have to say about it. On a side note, I don't have any pre-readers or anything so there are probably going to be some typos and stuff till i can read over it when I wake up. Don't kill me too hard for it! Night night and hope you enjoy! Peppy out!

Editor's Notes: Just fantastic, Peppy. But I'm not here to tell you how good it is. Sit down. Class is in session! Thoughts shouldn't be placed in apostrophes, they should be italicized. Same goes for yelled and emphasized words in dialogue that aren't reeeaaalllly loud (like Nightmare Moon's yelling). That's it for my complai- *cough cough* constructive criticism. See ya' next chapter.