"What are you saying Twilight? This....this monster can't be Spike." Cadence said.

"I know it's him! Just like Shining armor....Spike was brought back too....."

"This is terrible...." Luna said.

From the shores of the city, Nocturne saw them coming into the city with a plane. He let out a laugh and said.

"What the hell is wrong with them? A plane? Hahaha!"

His hands then were lit on purple flames and he said.

"Time to bring you down!"

He then extended his hand forward and he tightened his fist causing the plane to start getting crushed slowly.

"What is going on!" Celestia asked.

"I don't know! The plane is getting destroyed!" Luna shouted.

Cadence then saw Nocturne on the shore and she said.

"Guys! I see him! Down there!"

"Who do you see?" Twilight asked.

She took a closer look and she too saw Nocturne at the shore.

"It's Nocturne! He is using some kind of spell to destroy the plane!"

"Then we better get off this thing! Luna can you land it?" Celestia asked.

"I don't think so.....but i think that i can buy us some time...."

"What do you mean?"

Luna sighted and later said.

"Take charge!"

She then got out of the pilot's sit and jumped off the plane.

"LUNA!" Celestia shouted.

"Quickly take the wheel! She has her wings remember?" Cadence said.

Celestia without any choice, she grabbed the wheel and did her best to pilot the plane.

They then came face to face with Spike who swinged his giant tail and brought them down into a building.

Meanwhile Luna was still falling through the sky, she pulled out her Scythe, charged her horn and readied her wings for her encounter with Nocturne.

"Oh? How did you get your wings and horn? Magic wasn't supposed to be a thing in this world.....unless.....ah i get it now...."

He then started throwing out punches in the air, but whith each punch a bolt of Purple Fire would be thrown at Luna's direction.

"I got his attention, good!" She said as she dodged a fire bolt.

Nocturne then started laughing and shouted loud enough for Luna to hear him.

"YES! COME ON THEN!"

Luna had managed to surprisingly dodge all these fire bolts and when she was close enough to Nocturne she attacked but Nocturne had disappeared.

"Show yourself coward!"

"You dare call me a coward?"

And he then appeared few feet on top of her, charging down with a kick.

Luna taken by surprise suffereded the damage and she was knocked back into a car.

"You are a fool Luna, charging at my like that. I mean what did you think that was going to happen?"

"Unlike you though...."

She said as she started getting up.

"I would never take the lives of the innocent!"

"Shut up! My actions are justified! And now, this realm will die because of you!"

"I won't allow it!"

She then charged at him with her Scythe and the two began fighting, with Luna using her powerful Scythe and Nocturne nothing more than just his hands to block her attacks in his own Human form.

At some point Luna managed to pierce Nocturne's arm with her Scythe. Showing no pain however Nocturne charged at her and grabbed one of her hands, causing the both of them to hold each other.

"You may have gotten your wings and horn back sister, but you will NEVER unlock the true powers of the Scythe!"

"No! I will! And i will use them to finaly end you and avenge all those that have fallen to your blades!"

"You do know that most of them deserved it. They were evil and malevolent! I did what i did in the name of our Kingdom! But that doesn't matter anymore. The only thing that does is me saving Creation! And i won't let anyone stand in my way!"

He then pulled back his stabbed arm and dragged with him Luna, he then hit her on her head with his own and in result her Scythe was removed from his arm.

"Pay attention Luna, for these powers that i have are capable of healing even the greatest of injuries."

He then extended his arm and in a matter of seconds the large gaping hole caused by Luna's Scythe was healed.

Meanwhile

The plane had crushed into a big building, there the three Princesses slowly rose up.

"Damm it....what was Luna thinking?" Celestia said.

"We are safe none the less." Cadence said.

"Ouch!" Twilight grunted.

They then turned to face Twilight.

"This hurts!"

Twilight was standing next to the destroyed plane, her knee was pierced by one big glass shard.

"Twilight are you ok?" Cadence worried.

"I....i...i can't! It hurst so much!"

"Lay down Twilight, let me handle this." Cadence said.

Twilight layed down next to the plane and extended her leg slowly.

"AHH!"

"Stay still Twilight...i know this hurts but i can fix it, i am sure of it."

"Ok...i trust you Cadence."

Cadence then placed her hand around shard and slowly pulled.

"AHHH!"

Twilight pushed Cadence back a little out of shock.

"Twilight!" Celestia started.

"No...i...i can do this, it will be over Twilight...soon."

Cadence then placed her both of her hands around shard, she holded it tight and she pulled it out in an instant.

"AHHHHHAHAHHHHHHH! FUU-----"

"TWILIGHT!" Celestia shouted got close to Twilight.

From the wound, blood started coming rapidly and with the bone broken it was impossible for her to get up.

"Let me try my bow!"

"Are you sure this is gonna work Cadence?"

"Yes, i mean it worked for my husband, why won't it work for her?"

"Maybe you are right......do it."

Cadence aimed her bow at Twilight's knee and took the shot.

To their surprise, a small light started coming out from the wound and it started slowly healing the wound.

They all sighted in relief.

"Twilight how do you feel?" Cadence asked.

"It...it feels strange but...i think i will be ok, thank you so much."

Celestia then extended her hand and helped Twilight up.

"Alright then let's go and help Luna out."

The others noded and they started following Celestia downstairs.

However a dark forcefield appeared in front of Twilight seperating her from Celestia and Cadence.

"Twilight!" Cadence said.

"What happened?! Who did this?" Celestia asked.

"I...i don't know!"

"Damm it! If only we had our magic....i am sure that we would be able to break this force field!" Celestia said.

Then a laughter was heard that got their attention.

"Who's there?" Twilight asked.

They then saw a shadow flying across the room in which Twilight was stuck in. The shadow then touched the ground and it took a human form.

"Hello....Twilight."

Twilight gasped when she saw who was in front of her. It was none other than....

"Starlight....."

Starlight was wearing a dark purple robe with golden gauntlets with small spikes at the end of the fingers along with golden and purple boots. Her hair was dark long purple, she surprisingly had her horn on her head and she was carrying a long golden staff with two extensions coming out of the tip of the staff.

"It....it can't be! You....you live?!"

Starlight just laughed and said.

"I live? In a way.....yes."

"Starlight....what has Nocturne done to you?!"

"He helped me Twilight, more than you ever did! He shared with me his power, his knowledge and let me tell you.....he is right...about everything! About us! The Old Gods....Creation....He wants to save us Twilight!"

"Starlight...that...."

Twilight then started remembering her brother. He too was brought back as a Knight Terror and now her student and friend.

"But i am not here to chat with you. I am here to kill you!"

"No! We won't let you!"

Celestia said and she started throwing punches at the force field.

"Fool.....You are nothing in this form Celestia, none of you are...well until you get back your wings and horns that is. But you will be dead before that happens."

Twilight then looked down and closed her eyes. Starlight was right, she was weak, without any powers or her friends what hope did she had against a Knight Terror?

"Twilight!"

It was then that she heard a voice calling to her.

That sound came from her sword, it was her friends.

"Hey Twilight! Don't give up yet! We are here with you!" Rainbow Dash said.

"That's right! We never left your side darling!" Rarity said.

"We will never abandon you!" Fluttershy said.

"Yes! Come on Twilight let's so these meanies what happens when you mess with us.....and then throw a party later to celebrate our victory!"

"Come on Twilight! We believe in ya!" Applejack said.

Their words filled Twilight with hope she lifted her head from the ground and she said.

"Go...."

"What?" Cadence asked.

"Twilight you can't be serious! You think that i will leave you alone with her!?" Celestia asked.

"I know it's hard but you must go, she is my friend and it is my responsibility to make things right for her. Now go!"

"Twilight....alright i trust you." Celestia said.

"No...no no! Twilight! You saw how easy it is for these monsters to kill us! If i lose you too!"

"You won't......i promise you i will returne. Now go!"

Cadence backed away from the force field and said with her head down.

"Alright....alright...."

And walked away with Celestia.

Twilight then lifted up her sword and said.

"Starlight....i am gonna free you from his evil, just watch."

Starlight just laughed and said.

"You think that i didn't hear what you all were saying? Do you really think that you can defeat me?"

"Yes...yes i do! And i will bring you back!"

Twilight then saw Spike from outside of the building, he released a roar and swiped his claw across the building causing the ceiling to be destroyed. He then grabbed the sides of the building with his claws and he roared again.

"You too Spike....i will bring you back too!"

"Come on then! Show me what you got!" Starlight said and she charged her powers.

She then swinged staff and a green energy beam came out of it.

Twilight wasn't able to fully dodge that attack. Her arm was struck by it but it didn't appear to cause any damage to her, but she started feeling weaker.

"Remember this staff Twilight? It is the same old staff that i used to take the cutie marks of the ponies from my village! And now it has been upgraded! And now i will use it, to it's full potential!"

And she swinged her staff again.

"Run all you want Twilight! The more this beam hits you the faster your powers will be drained into me!"

She then pointed her staff at Twilight and fired the same beam again.

Twilight put her sword in front of her and deflected the attack causing it to return to Starlight and when it came in contact with her it created a small explosion with smoke.

When the smoke cleared out Starlight saw Twilight charging towards her. Starlight then turned her hand into a claw and protected herself from the attack.

"Was that all? WAS THAT ALL!? YOU SAID YOU WANTED TO DEFEAT ME! YET I CAN FEEL THAT YOU ARE HOLDING BACK!"

Starlight was right, Twilight's grip was weak. She just didn't have it in her to kill. Her fingers were slowly getting numb, death was close for her, very close.

She then kicked Twilight right on her injured knee and she fell down in pain.

Starlight then got on top of her and pierced Twilight's injured knee with her staff causing it to break the bone and appear from the other side.

Twilight started crying and hit the floor with her fist. Starligh then wrapped her claw around Twilight's neck and started chocking her.

"What's the matter Twilight? Can't fight back?"

Twilight tried to talk back but the pain was too much and only grunts could be heard coming from her.

"What's that? I can't hear a thing you are saying Twilight!"

Starlight chocked her harded.

"You have no idea for how long i waited for this moment! To take away your life and see you dead on the floor! Nocturne shared with me all the power! All the magic i could ever want! And you......you were only holding me back!"

Then everything just froze. Everyone in the city stopped moving along with the fires and the collapsing debris. Everything had stopped.

Twilight then heard a small but calm voice in her head.

"Twilight, my beloved Twilight. Your courage is unremarkable, but charing in like that isn't gonna do anything other than hasten your demise. But i won't allow that! I will help you get the strength you need in order to defeat your fallen friend. Twilight, i will allow you to tap into my full power."

Twilight then found herself floating in space as small Light Blue energies started gathering around her to the point that they had covered her up. Then an explosion of Blue Light happened and Twilight appeared to be wearing a beutiful blue glowing crystal armor with the cutie marks of her friends and the two royal princesses on them. On top of that Twilight also got her wings and her horn.

Everything then returned to normal. Starlight's grin had slowly dissapeared and she said with an angry face.

"How did you! What did you do!"

Twilight surprised by this change too said with a smile.

"Well....i am not sure. But now....i feel ready!"

She then punched her off of her and got up.

"It doesn't matter! I can still defeat you!"

Starlight then jumped off the building and Spike extended his gaint claw and grabbed her.

Twilight soon followed and the two started fighting on top of Spike's claw

"No! This....this setback will not be the end of me!"

"Know this Starlight, i never wanted to hurt you in any way, shape or form but Nocturne forced my hand!"

She then charged at her and swinged her sword. Starlight however put her claw up to block the attack but to her surprise her claw was cut off and Starlight backed away while blood was coming out of her.

"Even so! I will still kill you!"

Her cut claw then immediately regenerated back into her hand. She then stabbed her staff into the Spike's giant claw and from around it humanoid monsters made out of Dragon Scales appeared.

"KILL HER!'

The monsters roared and rushed towards Twilight. Twilight started cutting down the monsters, her strikes were accurate and strong. The scaled monsters were nothing compare to her and after one last attack the scaled monsters were no more.

Starlight however just laughed and swinged her staff across the fallen scaled pieces. When she did that the scales gathered together and creatred a big scaled monster. Big enough for Spike to hold it in his claw.

Twilight without fear or hesitation charged her horn. She was then covered by an aura of Blue and Golden energies.

"I will not fail!"

And before the monster could even react Twilight passed through and cut it in half.

Starlight then released a demonic scream while looking at the air. Then from her back black wings emerged, she lifted herself a few meters from the ground and charged at Twilight, grabbing her and dragging her across the walls of the building.

"HOW DO YOU LIKE ME NOW YOU BITCH!? AND HERE I THOUGHT THAT SHINING ARMOR WAS GONNA BE THE ONE TO KILL YOU! HA! WHAT AN IDIOT! I SHALL FIX HIS MISTAKE!"

When she heard what Starlight had said about her brother she got mad. She charged her horn and created a shield around causing to stop. She then put force up against the building and dispensed herself on Starlight. While in mid air Twilight started punching her to the point were one of Starlight's eye fell out of it's socket. She then grabbed her by her neck and dived with her right on top of Spike's head, causing the Dragon to scream and the ground underneath him cracking a lot.

Starlight crawled away from Twilight in anger, she needed to retreat and heal. Starlight turned around to face Twilight, she pointed her staff at her and prepared to attack. But Twilight was quicker than her, she took the staff from her hands and used her knee to break it in half, she then threw the two pieces off.

Starlight then started saying in a scared voice.

"Twilight wait! It's me! It's me Starlight! I am in control now! I swear i can....i can no longer feel his powers around me!"

Twilight sighted and said.

"I am sorry Starlight, i am in no position to believe you.....but know this.....right now....i feel as much pain as you. The only difference is that soon. You won't feel anything...."

She then lifted up her sword and said with tears running down her cheeks.

"Good bye Starlight....."

Starlight then in rage got up and turned both of her hands into claws but before she could attack Twilight had already pierced her blade through her chest.

"Twilight....."

Starlight then slowly started turning into a stone. At that moment Twilight just kept looking at her and crying until she had fully turned into a stone.

Twilight pulled back. Her sword was stuck on Starlight's statue.

Twilight extended her hand, grabbed the hilt of the sword and pulled it. In result the statue had lost it's balance and it too fell from Spike's head and into the ground where it was smashed.

Twilight took flight on the roof of a nearby building and layed down while looking at the sky.

Meanwhile Celestia and Cadence got out of the building and started fighting the hordes of monsters that were ravaging the city and it's citizens.

"Damm it......Cadence protect the citizens at all costs! I will go find Luna."

"On it!"

And Cadence run off.

She used her bow to cut throw the monsters but there was nothing that she could do to heal those that were in pain.

As for Celestia, she took another path and started looking for her sister while cuting down more of the monsters that were ravaging the city.

She then saw her sister fighting against Nocturne who was still in his human form.

Celestia started running towards their direction. What she did not expect however was that she was struck on her back and was sent forth right next to Luna.

"Sister!"

Luna said and kneeled next to her.

"Uh...what was that?"

Nocturne just laughed as he saw his sisters and he said.

"I see you are here my friend. Do you need any more proof now?"

They both then looked to the direction Nocturne was looking and to their surprise they saw.....

"You? Impossible! I....i killed you!"

Celestia said as she stood up to gaze up the Human Nocturne who his skin was still dark and his eyes were glowing blue. Naked, bald with a lot of muscle and big red wings on his back. And the dark, corrupting energies that were surrounding him.

"You thought that i was just going to die? Just like that? After what you did to me!?!?"

"What nonsense are you speaking? We didn't do anything to you." Luna said.

"Oh really? REALLY?! DON'T YOU DARE PLAY DUMB ON ME! FIRST YOU COME HERE! YOU GET MY SISTERS KILLED AND NOW YOU KILLED MY FAMILY?! I WILL MAKE YOU PAY FOR THIS! FOR ALL OF THIS!"

"What....no! We didn't!" Celestia started.

"Who told you such madness? We would never do something like that and fall so low!"

The Human Nocturne laughed and started scratching his face with his claws to the point were his skin on his face was ripped appart and blood started coming out.

"HE DID!" He said as he pointed to Nocturne.

"And you believed him?!" Luna asked.

"He would never lie to me! All these years of luxury! Of Family! OF HAPPINESS! IT WAS BECAUSE OF HIM! HE GAVE ME THESE POWERS BECAUSE HE CARES ABOUT ME! AND I WILL NOW REPAY HIM WITH YOUR DEATHS!"

Nocturne then started laughing and said.

"You have grown strong my friend! Even though you haven't reached the heights of your powers, you are more than capable of taking these two out. Do it and i will reward you with the revival of your family! But please.....don't destroy their weapons ok?"

And with the snap of his fingers he disappeared.

"I won't fail you! I WON'T! I SWEAR THAT I WILL KILL THEM! I WILL KILL THEM ALL! AND THEIR WEAPONS WILL BE YOURS! And in the end.....i will be with my family....."

"No! It's not true! Nocturne has lied to you! Please listen!" Celestia said.

"Shut your mouth! I don't want to hear the sound of your voice anymore, even if it's the same as my sister's!"

And he rushed at them with a boost from his wings.

He then started rapidly punching Celestia to the face and with each punch blood would come out from her mouth, nose and eye socket. He then pulled his right hand back, took a battle position and the fist was set ablaze in a dark fire. He then released the fist and when it came in contact with Celestia's face, she was sent back into a building.

"SISTER NO!"

Luna then with furry charged at Nocturne and started swinging her Scythe around. Her strikes were hard, fulled by her rage but they were not true nor accurate.

And instead of dodging the attack, the Human Nocturne slamed his head right at the tip of the Scythe's blade, causing it to pass through his forehead and appear at the back of his head.

Luna gasped at the sight but didn't let go of her Scythe, instead she pushed it forward in an attempt to throw him down on the floor. She however did not have the brute strength Nocturne had. He then wrapped his whole claw around her head and started spinning around her around and after a few seconds he sent her flying up into the air.

Nocturne then pulled out the Scythe from his forehead. dropped it down and started flying towards Luna's direction and when he did he hit her back with his knee causing her to gasp out in pain. But he didn't stop there, he grabbed her from her neck and legs and started falling towards the ground with her.

The ground cracked and smoke was created when the two reached the ground. Nocturne then prepared a punch but his fist was stopped by a golden sword. Nocturne looked over to see who dared to stop him and he saw.

"CELESTIA!" He shouted.

She however was different. Her left eye was covered by a white cloth and most of her hair was no more, that flaming punch Nocturne released did that to her.

"I won't let you hurt anyone else!"

She then punched him in the face with furry continued attacking him.

Meanwhile Cadence was still fighting Nocturne's forces and defended the weak. However something was off, when she would save someone she would feel something going on inside her. It was like a small burning fire, wild but warm.

She then saw Spike coming towards her. The dragon once loyal to Twilight has now turned to darkness and is now unrecognizable. Cadence looked at him with fear, she wanted to run away. But that warm feeling of those that she would save, the last moments of her husband and child it would all mean nothing if she would run now.

She closed her eyes and cleared her head of all doubts. Soon even the sounds around her could not reach her ears. She was prepared. And it was then that this warm feeling in her heart started becoming stronger and stronger. Soon a pink aura gathered around her and around her. She aimed towards Spike, opened her eyes and then she felt her magic coming back to her. Her horn appeared along with her wings, Cadence smilled and pulled back the bow. Then a golden arrow was formed and she shot released it.

The arrow started flying aross the city, through the debris, the monsters, the people. The arrow was not meant for any of them, but for Spike.

When the arrow came in contact with Spike's chest the darkness that had swallowed his heart was destoryed and the giant dragon roared one last time before falling down into a building.

Nocturne and Celestia were still fighting till they saw a building falling down towards them. Celestia immediately stopped fighting and run towards her sister. She tried to move her but without succeding, she then closed her eyes, hugged her and waited for the building to crush them both.

When she opend her eyes however she saw a blue light that was coming for Luna's horn. She had created a barrier around them and protected them both.

"Luna!"

Celestia said and hugged her tightly.

"I thought i lost you!"

"Yeah....i was thinking the same thing about you when that bastard punched you into a building....."

She then saw her sister's burned hair and missing eye. She gasped and said.

"Sister oh my God! What in the? Did he?"

"Yes i know. But i managed to save you and that is all that matters! Can you get up?"

"Yes."

Luna got up and they both started moving in order to find an exit out of the debri. After some time they had found a way out and they were seeing the day light again.

Luna then saw her Fallen Scythe under a brick. She dropped the shield that was protecting her and Celestia and went over to grab her Scythe. She put her hands under brick and pushed up. And after some attempts, Luna was able to grab the Sycthe and let go of the brick.

"There is just one thing that bothers me sister."

"What is it Luna?'

"Who brought down Spike...."

A good question indeed and the most terrifying thing was that the body of the fallen dragon stood before them slowly evaporation away.

Then, from the debri Nocturne appeared and he charged at Celestia.

"Celestia watch out!"

Luna said and she put her Scythe in front of her sister, protecting her from the attack. Luna then used all her might and swinged her blade across Nocturne's chest. Even if she had missed her attack, she was able to cut him a little with the tip of her blade. She then saw that, the tip was covered in darkness coming right out of Nocturne's chest.

"What is going?!" Celestia asked and prepared for battle.

"I....i don't know! But i know i we can defeat him now!"

Luna said while pulling the darkness away from him with her Scythe.

Meanwhile, Nocturne was in pain. He felt his only powers abandoning him and that soon he will return to his human form again.

Luna grunted a little more and then pulled with so much power that all of the darkness around the man's body was sucked by the Scythe.

And later what laid before them was a naked man, down on all fours and the two sisters back away.

"You did this to me....."

He then slowly started getting up.

"YOU DID THIS TO ME!"

"Nocturne.....we never...."

"SILENCE!"

He then walked over to a wall and sat down while still looking at them.

From the sky Cadence and Twilight were both flying, until they saw the Princesses. They got down and they too saw the man standing there.

"I was nothing before he found me! I was no one and i had never accomplished anything! But that fateful night, he found me! And he gave me purpose in this life! With these powers i was able to remake my life! I became rich! I got a beutiful wife and later....she blessed me with the children that i loved so much!"

He then covered his face with his hands and started crying.

"But now.....just like my powers they are gone.....and i have no reason to live without them."

"Nocturne....." Celestia started.

"Please! Just.....just kill me! Pierce your blade through my heart! I don't care anymore........I don't want to live anymore....."

Celestia gasped and back away.

"Princess..... your eye.....what has happened?"

But Luna put her hand in front of Twilight, telling her not to speak.

As for Celestia, she was consumed by her thoughts. The man that stood before her had just lost everything. His wife, his children, his sisters and he couldn't take any more of this. He was begging to die.

Celestia kneeled before him and readied her sword. She then hugged him and whispered to his ear.

"I am sorry."

She then thrusted her blade into the man's heart causing him to die after leting out his final gasp. Celestia hugged the man tightly and she started crying too.

"You-you are with your family now."

She then slowly got up and removed her blade from the man's chest. Her blade was filled with his blood and in this blood that her sword was drown in, Celestia saw her reflection. She knew that Nocturne needed to be stopped or else more and more will die.

"What do we do now sister?" Luna asked.

"We return to Equestria and then we go after Nocturne."

"But.....auntie your eye your hair......aren't you in pain?

"The pain is only temporary. The only thing that matters now is getting back to Equestira.....we have nothing else to do here. Twilight, any ideas?"

"Um....i think that maybe if we use the portal from here we might be able to return to Equestira!"

"But isn't the mirror broken? How can we back if our portal is destroyed?" Luna asked.

"Maybe....oh that's it!"

"What is it Twilight?" Cadence asked.

"When Nocturne first attack at the Crystal Empire, i used a spell on the shattered mirror causing it to open the portal."

"How is that even possible?" Luna asked.

"Well, just like every artifact or enchanted item, i assumed that the mirror was one of them and i was able to take the magic from the mirror itself and use it as my own."

"Does that mean that you will be able to conect the two worlds and that we can return home?" Cadence asked.

"Yes, i believe so!"

"Alright everyone. Let's return back to Canterlot High and get back to our home and stop Nocturne once and for all!"

They all noded in agreement and made their way back to Canterlot High. And when they arrived, Twilight charged her magic from her horn and was able to open the portal.

"Just one more thing that i would like to add."

"What is it Twilight?" Celestia asked.

"I am not very sure about this but we may not return to our EXACT location, being the Crystal Empire."

"Why is that?" Cadence asked.

"Well with the mirror shattered, the portal may open up....anywhere!"

"Anywhere?" Luna asked.

"Yes......"

"Even so, we mustn't stop here, we must take this risk if it means returning to Equestria and defeating Nocturne!"

Celestia then stepped forward and said.

"Everyone follow me! We are going home."

Then one after the other they all passed through the portal and returned back to Equestira.