Twilight left the Cave of Harmony and started making her way back to the Crystal Empire and without her friends or anypony else to slow her down, she extended her wings and took flight.

Now however with a powerful sword on her side she knew that she would have to take down Nocturne. So that her friends' sacrifice were not in vein, that they didn't die for nothing.....or did they die?

Night had fallen to Equestria. Luna had just finished raising the moon and got inside of the castle and into the throne room where Celestia was still looking out of the window, thinking.

"Celestia, the Elements of Harmony have still not returned from their quest, do you think they were....."

"I hope not. But If i know Nocturne, he is now just as skeptical as i am right now. Thinking as to what to do....right after he got the information he needed....from our parents......And to tell you the truth i thought that he would not have the guts to do it again....but he did. He killed our beloved once again....."

"We will avenge their deaths Celestia! I promise you! Such actions will not go unpunished!"

"But what about Phobetor Luna? Crossbleser said that he was alive. What if he IS ploting something against us? Think about it. He has been manipulating Nocturne through out his life and that gives us every reason to believe that he is using us too."

"But how will he do that? The truth is everywhere around us! We know about Phobetor and so does Nocturne. There is no reason for him NOT to join us....right?"

In Flurry Heart's room the two parents were talking to each other.

"Cadence my love please you must go to sleep. After such a danjerous journey you deserve the rest."

"I am sorry Shining but i don't want to sleep....i have to watch over our little Flurry Heart and......nothing just forget about the last part."

"Cadence what is troubling you?"

"Nothing.....really, it's nothing."

"You can not make a fool out of me my dear. But i want to know, i need to know so that i may protect you."

"Shining.....i am afraid. The last time i layed down and slept i was assaulted by these terrible Nightmares. I don't want to endure such pain again. I don't want to see his horrific face again!"

"Yes....these Nightmares are indeed......horrible...."

He then started recaling his night first camping night with his former companions. That dream he had, the pain he felt and that demon that visited him in his sleep and crushed his heart. The pain was beyond imagination.

"And also, i must find out how to make that bow that Crossbleser told me about before he.....was killed along with the others....."

"I am sure that you will succed in doing so dear love. But don't push yourself so hard, i don't want anything bad happening to you."

Cadence then smiled and they both shared a kiss. They then made their way to Flurry Heart's cradle.

When the little infant saw her two parents, she started laughing and extending her hooves towards them to hug them.

"I just hope that....after Nocturne is defeated we can go back to our normal lives. I want to see Flurry Heart grow up, make friends and become a capable ruler....like me. I want our citizens to love her and in return she will love them. That is why i must find a way to make this bow as fast as i can. And when it is completed, use it and strike him down."

"And i will be there by your side my dear. Always, i made a terrible mistake by going out with Flash and the others. And now because of me they are dead. But i won't make the same mistake again, i will focus on protecting you and Flurry Heart. And if Nocturne does make a move and appeare then i will not back down. I promise you! I will not yealed!"

The two then shared a passionate kiss, they then together with their hooves placed a blanked above Flurry Heart, kissed her on her forehead and made their way to the throne room.

Twilight had reached the Crystal Empire after some time of flying, she entered the castle and made started making her way to the throne room. She then met Starlight Glimmer and Spike outisde of the throne room. When Spike noticed Twilight he run towards her and gave her a big hug.

"Oh thank god you are ok! I was worried sick when i heard that you and the girls went out."

"Yes....we....i made it back safe."

"What do you mean? Where are they.....and where did you get that sword?" Starlight asked.

"Starlight, Spike....... the others......my friends.....the tree! They are gone. All of them."

"They are gone?!" Spike asked.

"But Twilight how?"

"When we reached the Tree Of Harmony, pinkie threw the hilt of the sword that you now see and.....they were.....grabbed by the tree! The next thing i knew was that they had disappeared along with the Tree and then....i found this in my hooves." Twilight said.

"This! This would have never happened if it weren't for him!" Spike said with anger in his voice.

"I know Spike.....but Phobetor......it's his fault that we all are suffering. Now....come with me i have more information that i am willing to share."

The three then entered the throne room and they met the two Alicorn Sisters, Pricness Cadence and Shining armor.

"Twilight!" Shining armor and Cadence said.

"You made it back. We are so glad nothing has happened to you." Cadence said.

"But.....where are your friends? Aren't they with you?" Shining armor asked.

Celestia then noticed the blade that Twilight was holding and said.

"Is this the weapon that you got Twilight?"

"Yes princess, it is......but at the sacrifice of my friends."

"Then we must strike now! We have wasted enough time already. Now that your weapon is complete we should take the fight to Nocturne." Luna exclaimed.

"Luna wait, we still don't know of Nocturne's decision. Maybe he has made up his mind and he wants to join us." Celestia said.

"Even if that were true we can't just forgive him. He has terrorised my Kingdom and my wife long enough and he must be punished. Not to mention that he killed my squad and that he put us through UNIMAGINABLE pain!" Shining armor said.

"I...have to agree too. We can't trust him, after all he did to us and to you Twilight. If it weren't for him returning then your friends would have never died in the first place to create the sword that you right now hold." Cadence said.

"Um.....about that.....i met Nocturne inside the cave of harmony."

They all then gasped at the news.

"Did he hurt you?! What happend!?" Shining armor exclaimed.

"He said that....he wants our weapons, their powers. He said to me that Phobetor IS coming and that he alone has the power to defeat him."

Luna sighted and said with an angry tone.

"Of course! OF COURSE! Even now that he knows that Phobetor IS alive he still wants to kill us!"

"Then.....what do we do now?" Spike asked.

Celestia meditated on this information and later said.

"Then....i am afraid we truly have no other choice." Celestia said.

"What do you have in mind sister?"

"Wait wait wait, are we really doing this?" Cadence asked.

"Yes, yes we are. It was about time for us to go on the offensive." Luna said.

"But...how are we going to do that?" Starlight asked.

Then an explosion of light happened across the room and Discord appeared with both of his hands in the air along with confetti flying around him.

"Ta da! Surprise!"

"Discord!" They all said.

"What are you doing here Discord?!" Luna asked.

"Well! I just happened to pash through here and i MIGHT have overheared what you guys were saying."

"So you are telling me you knew nothing of what was going on in Equestria?!" Twilight asked.

Discord laughed and said.

"No, i have no idea whatsoever."

He then laughed again and with a snap of his fingers popcorn appeared out of the air. He caughted them and he started eating.

"Discord, please listen to me. Something serious has happened." Celestia said.

"Oh come on now. It can't be that bad."

He then gazed upon the weapons that Celestia, Luna and Twilight were holding.

He then appeared behind Celestia grabbed her sword and started swinging it around while saying.

"And i see that you have some new toys as well."

Luna then pointed her Scythe at him and said.

"Give her back that sword or else!"

Discord then threw it back at Celestia with a disappointed face and said.

"You are no fun!"

"Discord, i want you to listen to me very carefully." Celestia said.

He then teleported in front of her and said while he was holding her chin.

"I am all ears my dear."

Then ears started poping out of his whole body.

"You see....there is this pony.....his name is Nocturne and....you must stop him."

"WHAT!" The others shouted.

"Why him?!" Luna asked.

"Because we have lost enough already. Discord however, he is different. He is powerful and i believe in him."

Discord then started laughing and said.

"Yes! Of course i am! No one can defeat ME! Discord! Now, point me the way to this 'Nocturne' character and i will be back with him in chains!"

"He has taken over Canterlot. You will meet him there and please.....be careful and DO NOT, underestimate him."

"Don't worry. I will be back before you know it. Now, BYE!"

He then snapped his fingers and he dissapeared.

"Celestia what was that!" Luna asked.

"If i know Discord, his....odd powers and behavior will surprise Nocturne. And when that happens, he will capture him and bring him here."

"And then what?" Cadence asked.

She then looked at her sword and said.

"If Nocturne doesn't join us and see the erros in his ways then.....i will do what must be done....."

Meanwhile in Canterlot.

Nocturne was sitting on his throne with Lynthea to his side. Before him were Tedaxur and three other Knight Terrors. All of them covered in their black armor.

"So....tell me, what are you planning to do now that you know the truth dear?" Lynthea asked.

Nocturne rose up from the throne and said.

"With Phobetor's return i have but only one choice. I have to get these weapons that my sister's posses along with the other two. Their power will be enough for me to use them against my ultimate enemy and finaly bring peace to the Creation. But this can only happen when He and the Old Gods are defeated. But to do that.....my sisters need to die."

"And after you have taken their powers, what happens next?"

"I am planning on using their powers to create a......"

Nocturne then started looking around the room, moving his head fast in all directions. He then later shocked his head and said.

"I know you are there....Spirit Of Chaos."

Then from the shadows Discord appeared with confetti flying around him.

"Greetings villains! It is me! Discord, Spirit of Chaos and Disharmony!"

The Knight Terrors along with Tedaxur stood up and prepared themselves to face Discord.

"No...." Nocturne said.

"I will handle this."

He then started making his way to Discord while saying.

"I assume that my sisters sent you?"

"Yes they did.....wait what...sisters?"

"They didn't tell you didn't they? Well, my name is Nocturne and yes i am their sibiling."

Discord then laughed while slamming the floor with his hands.

"So...they have a brother?! HAHAHA."

"And not just one."

"Oh tell me though what other secrets are they keeping from me?"

"There is only one thing you need to know and it is not a secret. They sent you here to die."

He then said with a laughter.

"Nope! They sent me to bring you to justice! And that is exactly what i am going to do."

Discord then snapped his fingers and the whole building was teleported into the air and it started falling down.

Discord however maintained his balance. He was floating in the around the room watching Nocturne getting crushed on the walls.

"Oh i am sorry, was that too hard for you?"

However Nocturne regained his balance and used one of the walls to boost himself into the air. He extended his hooves with his blades ready to strike.

Discord then simply melted away from the attack and laughed at Nocturne.

"Come on now, i expected better from Celestia's brother!"

"Hahahahah...oh you have no idea of what is going on right now do you?"

Discord then snapped his fingers and chains appeared. They grabbed Nocturne and squeezed tightly.

"Celestia told me that you were powerful. I guess she was wrong."

Nocturne struggled and he tried to break the chains but without any success. Discord however kept laughin at him.

"Good luck trying to break these chains little Nocturne. Oh and we are just in time to see you fall!"

The building had finaly reached the ground causing it to breaking appart.

Nocturne rose up from the debris, he stood in two hooves and he broke free from the chains.

He then saw Discord flying around the castle. He was using his magic and the dark towers had become alive and fire breathing. His own Nightmares, Creations and Knight Terrors had turned on him.

Discord then snapped his fingers and a floating throne appeared along with popcorn.

"As you can see my 'so dangerous foe' i have enslaved your pitiful servants without much effort. NOW GET HIM!"

When he said that every last one of the Nightmares attacked Nocturne. From all across the city swarms of creatures rushed at Discord's command.

"Such immagination. Such power. Yet wasted in this dream." Nocturned muttered.

Then with a simple gesture the swarms of the Nightmares creatures was gone along with the towers, they had all turned to dust.

Discorded spitted out his soda that he was drinking and started coughing.

"Was that the best you could do Discord? Was that your big idea? To turn my own creations against me?"

Discord feeling offended he said.

"N-no! I am...i am just getting started!"

Then from above Discord a giant plushy hammer appeared. It had also written on it the word "Ban".

"I believe that i have wasted enough time with you Discord.....good bye!"

Discord however then charged at Nocturne with a tidal wave of chocolate. He prepared his hammer and Nocturne stood his ground waiting. And just when he was about to strike, everything stopped.

"W-what is happening?!"

"Nothing really, you just happened to lose the battle that is all."

"No! I won't let you defeat me! I can't be defeated!"

"Yes, yes you can. And in a second from now you will feel your eyes being gouged out and sharp teeth piercing your neck....in about......now."

Discord looked at him with confusion but after a second everything that Nocturne told him turned out to be true. In reallity however, Discord was captured by Nocturne and was put into a nightmare.

In the real world Discord was laying on the ground with two tendrils piercing his head. Nocturne then turned his hooves into claws, stood in two hooves and gouged Discord's eyes out, he then revealed his mouth that was filled with sharp teeth and bite him in the neck, causing Discord to melt and be Consumed.

Lynthea then approached Nocturne and said.

"They thought that he would be enough to defeat you? Ha! Fools....."

"Yes....yes that was a big mistake of theirs, anyway. Lynthea i am going to the Crystal Empire. You stay here and prepare the Ritual Of Creation."

"The Ritual Of Creation?! But....we do not have the magic needed for such a ritual!"

"Don't worry you will have them soon. And then....Phobetor will be next along with the Old Gods!"

Meanwhile in the Crystal Empire.

"You know i am starting to think that it was a bad...no wait the WORST idea to send Discord!" Luna said.

"I know sister.....but we don't have many options. I couldn't just send all of you, after all you Cadence still don't have your weapon."

"If only we knew just how to get it! Crossbleser gave me this string only...."

"Don't worry my love we will find a way together."

Then the door to the throne room was opened violently and Discord showed up.

"DISCORD!?" They all said.

He then put on a smile and said.

"I have returned! With....our prisoner."

He then snapped his finger and from above Nocturne fell down. He was covered in chains and all across his body along with his mouth.

"Ta Da!"

They didn't say anything, they just looked at Nocturne who was on the floor struggling to break the chains.

"I....don't believe it......" Starlight said.

"Wow....you actually captured him Discord?!" Spike asked.

"Pff, Of course i did! I am Discord! This brute was no much for me!"

He then snapped his fingers and a small dark cloud appeared above Nocturne's head and it started raining down chocolate.

Discord then started laughing.

"Discord that is enough!" Celestia shouted.

"What do you mean? Don't you hate him? Isn't that why you sent me to capture him?"

"I sent you to bring him here without humiliating him. He has endured much. Now stop the chocolate rain!"

"Fine......"

He then snapped his fingers again and the cloud disappeared.

"And the mouth cover...."

"But he bite me! IN THE NECK! I ALMOST DIED!"

"Remove.The.Cover." She demanded.

".....Alright....is he however DOES break these chains and bites you too not my fault."

He then snapped his fingers and the mouth cover disappeared.

"There! You have me! What do you want!" Nocturne demanded.

Celestia was about to say something but was interputed by Luna who violently pulled Nocturne closer to her with her Scythe.

"Shut your mouth! You bastard! Discrod, attache a chain on the ceiling. This is how ponies like him deserve to be treated!"

"Okie." Discord said with a smile and snapped his fingers. When he did that one of the chains around Nocturne extended to the ceiling and attaching itself causing Nocturne to be upside down.

".....and one more thing....."

"Luna i think that would be...." Celestia started but Luna ignored her.

Luna made her way to Nocturne with an angry look on her face.

"Come on now! You wouldn't your brother would you?"

"She has every right to treat you the way you treated us! You on the other hand have no right to speak!" Shining armor said with a harsh tone on his voice.

Luna then placed her Scythe in front of Nocturne's neck and she said.

"I can't wait till i cut you open! And the best part.....is that you will finaly die!"

"Luna wait!" Celestia said.

"What is it this time....."

"We brought him in hoping that he will change his mind! Not to torture him."

"Let her do her thing Tia! I can take it!" Nocturne shouted.

"Auntie Celestia....i have to agree with you too."

"What?!" Shining armor said.

"After all he did to you Cadence?" Twilight asked.

"Listen...i know but....we know who truly is behind all this."

"Phobetor...." Starlight said.

"Exactly. That is why i am against any form of harm on him."

"But Cadence! He invaded your dreams! He has hurt you and me in a lot of ways! The only thing that we can do right now is finish him off and focus on taking down Phobetor right after."

When he finished his sentence Discord started laughing and he started hitting his head against the wall causing him to bleed and break his small horns.

The others watched stood there and watched in shock.

"Ok ok....enough games."

He then snapped his fingers and Nocturne revealed himself.

They all gasped when they saw him and Luna raised her Scythe and prepared for combat.

"You thought that Discord was going to like.....capture me that easily?"

"A clone!" Shining armor said.

"More like a.....perfect reflection." Said the chained Nocturne as he broke the chains.

"Yes, a perfect reflection indeed." Said the other Nocturne as he punched the Reflection in the face causing it to be Consumed.

"So.....Discord did fail after all....." Twilight said.

"Oh yes he did! I knew we should never have sent him!" Luna shouted.

"Now now everypony. Don't take this personally but....Discord disgusts me and i did what any other sane stallion would do. But enough chitchat, i came here to retrieve your weapons, now hand them over or i will be forced to do.....something reckless."

"Nocturne! Don't you see! We need each other to defeat Phobetor. You can not do it alone!"

"You are wrong Celestia! All these years i was the one who opposed every challenge! Every threat either pony or otherwise! I fought Gods! The Deep Ones and heck, even the Devil himself! I have the power to end this world as you know it! But to defeat Phobetor.....one must lose his mind if he decides to fights such evil. And your minds can not comprehend the truth behind Creation like me! You can not comprehend the fact that we are TINY and INSIGNIFICANT compare to the Old Gods!"

Then Ice erupted from below Nocturne and he charged out of the room in a trail of thick ice.

"Follow him!" Luna shouted.

They all got out of the room and follow the trail of ice that Nocturne rode. In their way they found the corpses of the guards, all of them pierced by ice sickles.

Cadence then paid close attention to where the trail led to them and she said in a shock.

"FLURRY HEARTH!" She said as she took flight.

"No no no no! I WONT LET YOU!" Shining armor said.

Then then finaly reached the bed room and they saw Nocturne holding in his claws a sleeping Flurry Heart.

"Isn't she beautiful.....so peaceful when she sleeps....."

"PUT HER DOWN!" Celestia shouted.

"NO! PLEASE DON'T HURT HER I BEG YOU!" Cadence shouted as well.

There was nothing that they could do now. No spell to cast or attack him, they might hurt Flurry Heart or....he would hurt her.

"Crossbleser isn't here to save your child Cadence.....now surrender your weapons and i promise you, your deaths will be quick and without pain."

"You would dare kill a filly! What kind of monster can do that!" Starlight asked.

"It won't be the first time i have done something like this truth to be told."

"WHAT!" Twilight said.

"Y-you! You monster!" Shining armor said.

Then Flurry Heart started opening her eyes slowly and when she saw Nocturne she started crying.

"FLURRY HEART!" They all shouted.

Nocturne then revealed to them his hideous looking mouth that was covered in sharp teeth and said.

"I wonder....will she die from the first bite?"

"NOOOOO!" Cadence shouted as she run into Nocturne.

When she was close enough though, an explosion of Light happened and the Crystal Tower was destroyed leaving only it's legs and a small platform left.

They all rose up from the debri to find Nocturne standing in two hooves with Flurry Heart still grabbed and crying.

"I am getting tired of this!" And when he said that he sinkied his teeth on her face causing Flurry Heart to be consumed.

They all gasped when they saw what just happened.

"FLURRY HEART!" Cadence shouted as tears covered her eyes.

"I WILL KILL YOU! YOU HEAR ME!" Shining armor said and just like his wife, his face was covered in tears as well.

"COME AND GET ME THEN! I WILL NOT WASTE ANY MORE TIME!" He said as he extended his blades and took a battle stance.

They all then charged at him and started fighting. Starlight and Cadence used their magic to attack Nocturne with spells, while Shining armor, Celestia and Twilight used their swords to attack him. Even little spike picked up a small piece of broken crystal and attack Nocturne as well.

Luna however, she stayed behind looking down on the ground with tears covering her eyes and said.

"We.....have.....tolerated you......FOR LONG ENOUGH!"

Then a veil of Darkness covered her and when it disappeared, only Nightmare moon remained.

She lifted up her Scythe and said.

"I AM THE ONE YOU SHOULD BE AFRAID OF NOCTURNE! I WILL TEAR YOU LIMB FROM LIMB!"

When Celestia saw her little sister turning into Nightmare moon she was in shock just like the rest of them.

Nightmare moon then extened her wings and charged at Nocturne.

"No! Not this time!" Nocturne then slammed her skull on the ground just before the impact.

And just like Flurry Heart, he sank his teeth into her skull causing Nightmare moon to be consumed and leaving behind Luna with her Scythe.

Twilight shocked by all this didn't know what to do. She had to think of something, anything that would help them escape.

And she then saw the Crystal Mirror that led to the human world, however it was shattered.

Without any other choice however. Twilight charged her magic and shot the shattered the mirror causing it to open the portal to the human world.

"LET'S GO! NOW!"

"Twilight...." Celestia said.

"WE HAVE NO OTHER CHOCIE! I DONT WANT TO LOSE YOU TOO!"

"Go! I will cover your escape!" Shining armor said.

"NO! I AM NOT LEAVING YOU HERE WITH HIM! I WILL NOT ABANDON YOU! I WILL NOT LET HIM KILL YOU LIKE HE KILL FLURRY HEART!" Cadence shouted with tears running arcoss her cheeks.

"....I am sorry....my love. But if we all die here....nothing will mater."

He then used his magic and pushed through the portal every last one of them.

"No!" Nocturne said as he grabbed Shining armor's horn causing him to break his spell and dropping down Starlight and Spike who didn't manage to get through the portal.

He then used his magic and lifted the three of them up in the air and with a simple gesture their heads started spining around causing their necks to break and fall on the floor dead.

Lynthea then appeared behind Nocturne and said.

"I see you made quite the mess."

"Silence! I...am sorry about that.....is the ritual ready?"

"Yes, only the magic power remains and we can begin."

"Good. Finish up with every last citizen of the Empire. I am going after them."

"As you wish, master."

She then bowed before him and Nocturne passed through the portal as well.

And from all across the fields outside of the Empire, hungry swarms of Nightmares and undead rushes down into the Empire, eating and killing every last Stalion, Mare, fillies and colts alike.