Nocturne then looked over to Lynthea and said.

"Lynthea, you may return to my chambers and stay there, no matter what happens, you understand me?"

Lynthea bowed before him and said with a seductive smile.

"Of course my lord, i will be waiting for you...."

And she left.

Nocturne then looked over to the four mares that stood before him, armed with their weapons that he desired.

"At last, you made it. At first i thought that you were going to die on the staircase but you proved me wrong. But do tell me, now that you are here.....why do you keep fighting? I mean, Equestria is destroyed along with all of her citizens, except you two."

He said referring to Twilight and Cadence.

"We....we are fighting to stop you! To stop you from....destroying...." Celestia started.

"You see? You have no reason to fight, but that's not why i asked Lynthea to bring you here."

Nocturne said and stood up from his throne and started making his way towards them. He then picked up a small red gem from the center of his dark armor and said.

"This that you see is what i call, Gem Of Creation. This is the only one that exists, it allows the user just like the Creator to create his own Universe, his own reality, his own world. The Gods gave me this as a sign of their appreciation for defeating Phobetor and i plan on using it."

"But what does this has to do with your obsession about our weapons? I just don't get it!" Twilight said.

"I have told you before that your weapons possess immense amounts of powers and i know how to unlock them, but that's not all."

"What do you mean? What else is so special about our weapons?" Cadence asked.

"You still don't get it do you? Oh well, i suppose i do owe you all some explanations. Let's start from the beggining then!"

Nocturne then stood and swinged his hoof in the air, when he did that the whole world around them changed and they found themselves on an edge of a mountain and there far away from it was a Kingdom.

"This...this is!" Celestia started.

"What is it Princess?" Twilight asked.

"Twilight this is....this is our-"

She was however interrupted by Nocturne.

"Long ago, there used to be a Kingdom , we grew up there in the worst possible conditions ever. Mother tried to soften things out for me, she wouldn't give up on me and i loved her for that. As i grew up i became more and more capable and more dangerous missions were available to me, i was this world's protector. Years later after the 'defeat' of Phobetor, the world was finaly in peace and i felt almost useless, i had learnd all the dark secrets about Creation from my fallen foes, i had achieved power but in the end they just didn't matter."

Then, dark clouds covered the sky and soon rain started falling down.

Twilight then used her magic and created a giant umber above her and the three other mares, while Nocturne stayed there in the rain looking at them and continued his story his story.

"Then after some time.....i too fell in love with her.....at first i was excited to tell everypony, especially mother and i knew that she was going to proud for me, i knew that when i would see that smile on her face i would feel happy! But when i arrived at the dinner table and told them.....Cosmos he....."

"Nocturne....we now know that it wasn't him who said those things to you. It wasn't our father's fault!"

Nocturne sighted and said.

"Does it really matter now sister? Tell me does it? No? I thought so.....Anyway, after he said all those things to me, i left in rage and headed to the Church were Crossbleser always was. I remember barging in there and disturbing the whole place, even those that were there praying. I then talked to Crossbleser and told him what had happened. After that i just gave up, i didn't know what to do, but Crossbleser gave me an idea and he help me find what i have always been searching for and with his Holy Ritual he removed the darkness that you see before and instead of dying....something amazing happened, i had my own normal stallion body! No dark voice, skin, batwings or anything at all, i was a normal pony unicorn."

"Then....what happened next?" Cadence surprisingly asked him.

"I and my beloved.....we run away to her family. There we married and together we lived happily in their village but then.....something else happened. At first i couldn't believe it! But i was a father! Oh i still remember my little filly.....oh Noir i am so sorry!"

Nocturne said and looked down at the edge of the mountain. Nocturne then suddenly rose up again and said.

"Anyway.....things didn't turn out as i hoped. Five years later the village that i lived peacefully with my family was raided and i rushed to fight even if i had lost all of my powers. But when i saw who was the invader.....i remember freezing. It was Cosmos and in his hooves he was holding my child! Just like.....just like i did when i....."

Nocturne stopped talking but this time the clouds above them started getting darker and darker as more rain came down along with thunder.

"He took them from me!" Nocturne said and stomped his hooves to the ground causing the world around them to change.

And they found themselves in a very small island in the sea. On the island there was some sort of an altar with unknown symbols carved on the ground and around the edges of the altar were big stone pillars.

"And he brought me here to kill me....."

Right in the middle of the altar, they saw a unicorn with short dark mane, blue eyes, white skin and his cutie mark was still the same old red scar with the dark aura radiating out of it. The unicorn was chained to it and in front of him was King Cosmos and he said to him.

"You thought that you could escape just like that?! After all you have done?!"

He then smacked him across his face with a flail cuasing him to moan in pain and create multiple cuts on his face.

"All i ever wanted.....was a peacefull life.....and you took it all away from me!"

But Cosmos just hit him again two times on both of his cheeks and created more cuts and more blood started coming out.

"NO! YOU WANTED TO DESTROY ME! YOU WANTED TO DESTROY US ALL! Do not think that you can fool me that easily boy."

Cosmos then used his magic and from the chains that were holding down the Unicorn, appeared strong pointy spikes.

"You have no idea for how long i have waited for this! " Cosmos said and grabbed the chains with his magic.

He then wrapped them around the Unicorn's neck and he started pulling inwards and going up and down.

The four mares gasped at the horrific sight, as the male Unicorn struggled and struggled but it was all in vain. His neck was getting torn appart right in front of their eyes as he tried to breath out. And after some seconds, the spikes had finaly pierced the Unicorns neck and were drowned into his flesh. The Unicorn let out a small scream that slowly faded away and Cosmos laughed.

"You never were my son! You are an abomination who has no place in this world! And i will kill you for the good of all!"

Cosmos then used his magic and he picked up a stone from the ground. He then got in front of the Unicorn who was still alive and started mercilessly hitting him with the stone and the others just stood there watching in terror as their hearts started beating faster every time the stone would come in contact with the stallion's face.

Cosmos's attention was then turned on the Unicorn's legs, he let out a grin and said.

"You won't be needing these anymore you worthless beast!"

And then smacked the stone on both of his legs repeatedly until the sound of bones breaking could be heard in the air. After both of legs were broken Cosmos started laughing and said as he picked both of them up with his magic.

"What's the matter Nocturne? Can't feel your legs?"

He however didn't say anything, he couldn't after all.

Cosmos then picked up two lances that were near altar and stabbed Nocturne's legs to the ground. And it was then that the Unicorn let out a painfull scream and surprisngly tears started running from his eyes.

"You think i am done? HARDLY!"

Cosmos said and then used his magic and picked up both of the lanceses that were still stuck on Nocturne's legs and he pulled towards him.

"No i can't watch this!" Cadence looked away knowing what will happen.

And after one hard pull, both of his legs were removed and blood started running down.

Cosmos dropped both of them, he sat down and started taking some breaths as sweat kept running down from him, but no matter how tired he was, he never dropped that grin of his face. He then made his way right to Nocturne's face and asked.

"Do you hate me, Nocturne?"

The Unicorn didn't answer, he was still shocked from what just happened and stood there for a second looking at Cosmos's eyes and then said.

"Why.....why did you do all this to me? I left our Kingdom, why did you chase me down? PLEASE TELL ME!"

"Why?"

Cosmos then spat on him and continiued.

"Because you! You too took away a lot of things from me!"

"What do you mean? I never did take anything from you!"

"Oh but you did! Tell me Nocturne? Who was our Kingdom's hero? Who was the one who defeated every foe and returned home always victorious? Who was praised by our citizens?"

"I.....they never praised me! They hated me for what i was! The only praise that i ever got was from Mother and Celestia!"

Cosmos then slapped him across his face and said.

"Galaxia is not your mother! She never was and she never deserved to have a son such as you! And now thanks to you and all of your 'heroic deeds' you got her on your side and now she thinks that i am the one being bad."

"I was just following orders! For the good of our Kingdom! Nothing more!"

Cosmos then in anger picked up a stone again and started hitting him rapidly and said with each strike.

"I WAS THE ONE WHO WAS SUPPOSED TO BE OUR KINGDOMS SAVIOR! THE WORLD WAS SUPPOSED TO LOVE ME NOT YOU! YOU HEAR ME NOCTURNE? YOU ARE NOTHING! NOTHING AT ALL! YOU ARE JUST A USELESS UNICORN NOW! AND AFTER I KILL YOU! I WILL BRING YOUR CORPSE BACK HOME AND INFORM THE WHOLE KINGDOM THAT YOU TRIED TO KILL ME AND TAKE THE THRONE FOR YOURSELF!"

Cosmos then gave one last strike and Nocturne's horn was shattered to bits and soon blood started coming out as well.

Cosmos then prepared another stirke right on Nocturne's face but he had managed to grab it with his mouth but that prooved fatal because the stone was crushed with his teeth causing them to break and more blood to spill out. Cosmos then kept shoving the stone all the way up to the point were Nocturne accidentally swallowed some of his own teeth and blood.

"How do you like that you piece of shit? Had enough? Ready to accept your fate and finaly die?!"

But Nocturne didn't answer, he didn't even move, he was just slightly breathing.

Cosmos then dropped the stone and asked.

"Why do you resist? You have lost and i have won! Just give up and die already!"

Meanwhile the four mares were shocked at the sight. They didn't believe that Cosmos would do such a thing. Then they heard Nocturne who was trying to say.

"I.....ha.....te you....."

"Do you?" Cosmos asked.

"I hate you.....more than anything.....else right now....."

"And what are you gonna do about it huh?"

"I will....."

As Nocturne started his phrase, small dark energies started covering up his wounds and was slowly healed.

"KILL YOU!" Nocturne said and broke the chains and attacked Cosmos.

The four mares watched in shock as Nocturne was slowly turning back to his dark self and later his twin blades and armor appeard on his body.

"I WILL KILL YOU COSMOS YOU! I HAVE HAD ENOUGH OF YOU!"

Cosmos then used his magic and a blue sword was created. He took battle stance and said.

"It is i who will kill you monster! For Peace and Justice!"

"I WILL TEACH YOU PEACE!"

And the two engaged on one another.

Nocturne stood in two an punched forward both of his blades towards Cosmos who then dodged the attack and prepared to counter but Nocturne grabbed Cosmos and threw him on the altar causing it to break. Nocturne the used his own magic and used the fallen spiked chains to wrap around Cosmos's neck. He then pulled him towards and hit him with his head and causing him to fly backwards, Nocturne then turned his hooves into claws and grabbed the fallen chains while Cosmos was still flying backwards and he started spining around with and dragging Cosmos along with him.

"I WILL MAKE YOU PAY FOR EVERYTHING THAT YOU DID TO ME!"

Nocturne said and he then started slamming Cosmos to the ground with the chains.

"NOT IF I KILL YOU FIRST!" Cosmos said and used his magic and teleported behind Nocturne and tried stab him, but his sword just bounced off of his armor.

Nocturne quickly turned around and hit Cosmos on his hoof with the back of his hoof causing him to drop his sword and fall down to the ground. Nocturne then charged towards Cosmos and prepared to stab him with both of his blades but right before he did so Queen Galaxia got in the way.

"Nocturne no!"

But it was too late, Queen Galaxia had taken the hit and she fell down on the ground. Seeing that Cosmos without a second thought flew away from the island.

Celestia and Luna gasped when they saw her mother getting stabbed by Nocturne.

"MOTHER!" Nocturne shouted and pulled out both of his blades.

He then gently put her down and said.

"Mother.....why.....why did you got in the way?!"

"To.....maintain peace in our world."

"What are you talking about? Peace won't cease to exist if Cosmos dies!"

"But it will.....and the world will fall into chaos."

"No it won't! As long as Celestia and Luna-"

"They are not ready Nocturne.....they won't be able to rule a Kingdom after my death."

"No mother! You won't die.....i.....i never meant to!"

"It's too late for me my son, but please let me tell you this as i draw my last breath. Run away Nocturne! Run away and never come back! As long as our Kingdom stands Peace will reign, set aside your hatred for your father and run!"

Nocturne looked to the ground and started thinking.

"No.....i have no father."

Galaxia then placed her hoof next to Nocturne's cheek and said.

"Pony after pony will deny you Nocturne, they will defeand Cosmos so that peace may prevail.....son, please.....run away"

Galaxia's hoof then fell to the ground and she stopped breathing. Then her body slowly started glowing and Nocturne said as he stood up.

"If everypony will deny me my vengence! Then everypony will die! I have lived in the shadow of this Kingdom for far too long! I will kill Cosmos and all those that stand in my way and i alone will make sure that peace will last!"

When he said that, Galaxia's body was fully covered by light and then released an explosion of light around the island. When the light cleared out Nocturne and the four mares found themselves in a big throne room that was filled with corpses and Nocturne was there standing in two trying not to get sucked by the big portal that was behind him.

"No! It can't end like this! I WON'T LET IT!"

Nocturne then felt himself loosing control and said.

"I will return! You hear me sisters? I WILL HAVE MY REVENGE! YOU WILL NEVER ESCAPE ME!"

And Nocturne was sucked by the portal.

The five ponies then found themselves back at the throne room.

"What.Was.That." Twilight asked.

"The past! A past that takes places millions of years ago but, there is more to it than you think." Nocturne said.

"What do you mean? What is there left for us to know?" Cadence asked.

Nocturne then turned around fast, faced Cadence and said.

"A lot more! And i am gonna say everything!"

"There is no need for that Nocturne! They know enough!" Celestia asked.

"No sister, it is not enough. They need to know the truth! About you! Luna! Me! All of it!"

Nocturne then sat on his throne and said.

"After my banishment, my sisters were left to control whatever was left of our Kingdom. After some years they managed to rebuild it, but not to it's former glory. They then heard about a situation, an evil rising from the far away land of.....Equestira."

"But who are you talking about? The windigos?" Cadence asked.

"No, i am talking about Discord."

"Discord?" Twilight asked.

"Yes, as you may know he invaded Equestria thousands of years ago and turned it into his very own amusment park if you want to call it that way. My sisters knew that they had to defeat Discord and bring harmony back to Equestira because if Discord was left unchecked then he would eventually turn his sight towards their Kingdom later on. Then with the Elements of Harmony they were able to overpower him and thus turning him to stone."

"Everypony knows that story Nocturne, why do you bring it up?" Twilight asked.

"Because! Equestria's population was depended on my sisters, they were depended on them to keep them safe and bring harmony to their lands. The tree pony races were still at each other's throats but with them around things calmed down, but it wasn't enough. You see, my sisters' plan was to return back hom once Discord was defeated but if they were to leave right now without anypony guiding them, then chaos would fall upon Equestria once again."

"Where do you want to end up Nocturne?" Cadence asked.

"It's actually very simply my dear. Tell me, have you ever wondered why my dear sister here turned you into an Alicorn?"

Twilight gasped and looked and Cadence.

"Cadence what is he saying? Princess?"

"He is telling the truth Twilight.....he does." Celestia said.

"Well i will tell you why!" Nocturne said.

"Because Equestria needed more than just a capable leader. They needed an Alicorn, because an Alicorn leader would make them more trustworthy than a regular unicorn leader that's why. And then you Twilight came along."

"Me?"

"Yes, my sister also wanted somepony talented, somepony capable. Even though Equestria had the worst magic users, there were some VERY powerful ponies like let's say, Starswirl. So, she created her little magic school to find that one special pony. At first it was going to be Sunset Shimmer but you know how that turned out and then it was you. But you were special, you know why? Because you and your friends were able to bring back Luna! A feat none other could have succeeded except you and your friends. And as time went on, you and your friends because more and more needed than my sisters and soon, they would finaly be able to return home."

Cadence and Twilight then looked over to Celestia and Luna.

"Princess......is everything, that he is saying.....true?" Twilight asked with a sad face.

"Were you really going to abandon us after we were ready?" Twilight continued with some tears running down her cheeks.

"Twilight.....it's not that simply.....i would never have abandoned you!"

"She is right, we would never do such a thing to you!" Luna said.

"LIES!" Nocturne shouted and got up from his throne and advanced towards them.

"YOU WERE GOING TO ABANDOM THEM AND RETURN BACK TO THAT CURSED PLACE YOU CALL A HOME!"

He then turned to Cadence and Twilight and said.

"YOU SEE? I HAVE BEEN TRYING TO TELL YOU FROM THE BEGINNING! BUT I AM ALWAYS INTERUPTED! EITHER BY THAT WRITER OR YOUR MAGIC PORTAL TRAVELING!"

Nocturne then calmed down and said.

"As you can see, everything you needed to know there! Just now, i told you! Are there any more explanations you would like?"

But nopony said anything, they just kept their heads down, looking at the ground.

"I thought so, now that everything is crealed out-"

"No! Not yet, i want to hear it from them too! I want to hear the truth!" Twilight exclaimed.

"Twilight?" Celestia asked.

Twilight then turned to face her and asked.

"Please just tell me! I have been your faithfull student for all these years, please just tell me!" Twilight said and hugged her tightly.

"Twilight....." Celestia said.

She then wrapped her around with her wings and said with a smile as tears came running down from her eyes.

"No matter what Nocturne says, i would never abandon you or anypony else like that! You, your friends, Equestria, all of it truly mattered, when we first arrived here we never planned on staying for so long but we did, because we carred, because we loved you all! Because we wanted the best for you! I swear it to you Twilight."

"Princess....."

"Yes Twilight! This is the truth! I am gonna say it again, i and Luna loved you all and we wanted the best for all of you and-"

"No.....i know that." Twilight said with a smile.

"I am glad you talked princess and i thank you! For everything that you have offered me and given me the chance to do!"

Celestia then looked over to Nocturne and said.

"You may try all you want Nocturne but you will never break us!"

"We all have a reason to be here and we will stop you!" Luna said.

"No matter what happens, no matter what comes in our way!" Cadence continued.

"We will stop you! For the good of all!" Twilight finished.

Nocturne sighted and said.

"Very well, i am through talking with you four! It's time! Yes this is it! Our final battle! You four versus me but spoiler alert: I win!"

The four mares took battle positions and Celestia said.

"We shall see!"

Nocturne smiled and said.

"YES! YES WE SHALL!"

Nocturne then extended his wings and flew up in the air and charged down on the floor causing it to crack and knock back the four mares in different directions.

"Let's end this then! Once and for all!" Nocturne shouted.

Celestia and Luna both rushed at Nocturne executing multipule attacks on his direction but was able to dodge or their weapons would just bounce off of his armor.

"Aim for his neck and back hooves! He is not protected there!" Twilight said.

"I am on it!" Cadence said, took flight and prepared her bow.

She aimed at Nocturne but it was hard for her to hit him when Celestia and Luna were still fighting him.

Celestia then noticed Cadence on the sky with her bow and had an idea.

"Luna keep him occupied!"

Luna noded and swinged her Scythe towards Nocturne but he was able to block it with one of blades. She then moved the Scythe down on Nocturne's shoulder and rotated it to face the back of his neck, she then used her magic and blue chains appeared from the ground and were wrapped around him causing him to stay stuck in two hooves.

"Now sister!"

Celestia then prepared to attack Nocturne from behind but just when she was about to strike him down, he fully turned his head around and when he faced Celestia, he let out a demonic roar that made Celestia fall on the floor cowering in fear.

Seeing her opportunity , Cadence unleashed a volley of golden arrows at the back of Nocturne's head and neck causing him to slightly moan in pain but he was still standing without bleeding. Nocturne then simply turned into a shadow and escaped Luna's trap and appeared behind her.

"Resistance...."

He said and grabbed Luna's mane with his claw and threw her on Cadence while saying.

"Is death!"

The two mares were knocked out of the sky and landed down on the cold concret.

Meanwhile Twilight rushed to Celestia's aid.

"Princess Celestia! You ok?"

But Celestia didn't answer, she was just moaning in pain with her hooves wrapped around her head.

"Don't worry i will help you! I will find a way!"

Twilight's sword was then covered by a pink light and in her head she heard Pinkie Pie's laughter.

"You can do it Twilight! I believe in you!" Pinkie Pie shouted.

The pink light then started spreading towards Celestia and covered her face. After a few seconds her screaming stopped and Celestia started slowly laughing.

"Princess.....are you arlight?"

"Yes i....i am fine" Celestia said and laughed more.

Celestia then took a deep breath and the pink aura around her disappeared.

"Alright, let's go Twilight!" Celestia said with a serious face.

And they both started making their way towards the fight.

"Cadence no!"

Twilight shouted. In the distance she saw Cadenced pinned down on the floor with Nocturne on top of her ready to strike her down with his blades.

Then a blue light came out from her sword and was wrapped around Twilight.

"I will give you the boost you need Twilight!" Rainbow Dash's voice was heard in her head.

Twilight then extended her wings and just before she could blink, she had reached Nocturne and put her blade in front of Cadence and protected her from his attack. She then charged her horn and released a powerfull purple energy beam that sent him right on the ceiling.

"Cadence you ok?"

"Yeah, thanks Twilight." Cadence said and got up.

But before they could do anything else Nocturne came straight down from the ceiling, grabbed Twilight and kept pushing her to the next room. Twilight tried her hardest to escape his grasp but she wasn't strong enough.

"I got ya sugar cube!" Applejack's voice was heard in her head.

Her sword the released an orange light and Twilight felt her strength growing. She then pushed her hoof down and Nocturne suddenly stopped.

"Take this!"

Twilight pulled back and prepared a powerfull punch that when it struck Nocturne it sent him right through a pillar and back to the throne room.

While in mid air, Luna flew towards him and pierced his back leg with her Scythe, she then threw him up and from behind him Celestia appeared. She prepared her sword and aimed directly on his neck, she then lunged forward and put Nocturne back down on the floor while her sword was still attached to his neck. She then lifted him up with her sword and said with eyes closed.

"I am sorry brother."

She then threw him backwards.

"My turn!" Cadence shouted and prepared her bow.

She then concentrated on her feelings, on her love for those around her, but mostly her family, her husband Shining armor and Flurry Heart. Then a big pink arrow was created on her bow, she pulled back the string with her magic and released it.Nocturne was hit by the arrow and was sent right on his throne and causing it to break.

Nocturne rose up from the debri and was about to prepare another attack but something stopped him, it was something that happened to him years ago. He placed his hoof on his neck and he felt it, he felt blood running down from his neck, some of it fell down on the ground while other fell directly in his armor and covered his chest.

"Is.....that.....mine?" Nocturne asked.

"You don't stand a chance Nocturne!" Luna said.

"You are vulnerable! Stay down Nocturne!" Celestia said.

"You think that i am going to die just like that? WHO DO YOU THINK I AM?"

He then smashed both of his hooves into the ground and the world around them started slowly changing. Every part of the castle, every furniture ever item, every wall. They all started floating and the world around them was purple with multiple stars above them and also one big purple orb in the middle of the sky.

"BEHOLD THE INFINITE MALIGNITY OF THE STARS" Nocturne shouted.

Nocturne then started chaning, his flesh moved rapibly and changed colour from black to purple. His whole body just became a big piece of flesh with tentacles and claws, he also had four eyes across each cheek with a long abhorrent mouth and small spikes on his back.

The others looked in horror at the hideous monster that stood before them.

"This doesn't look so good....." Cadence said.

The ground underneeth them started cracking and before they could do anything they were seperated from one another, each of them floating in their own seperate platforms.

"Don't worry we can still fly back to each other!" Luna shouted.

"Then come to me quickly! We don't know what he will do now!" Celestia shouted.

But just when they were about to take flight their horns and wings disappeared. When that happened, their weapons fell to the ground due to the fact that they could no longer use their magic to carry them.

"What the! What happened?" Luna asked.

But before they could say anything, Nocturne who had now turned into a monster could be heard laughing.

"Damm it! It's his doing!" Celestia shouted.

Nocturne then revealed his belly and from there they could see four big green bumps. The bumps then opened up like mouths and released in the air green goo that was raining down on each platform.

"Dodge! Quickly!" Celestia shouted.

They were able to dodge the green goo as it came down on the platforms. However then green goos started chaning shape and taking the form of monsters. They were small with big tentacles around their mouths with red eyes around them and on some areas of their bodies mouths with sharp fangs appeared.

Celestia tried to pick up her fallen weapon but it was no use, with her horn gone it was impossible. The monster that was created from the good then swinged two of it's tentacles towards her but she was able to dodged just in time, she then without much choice picked up her sword with her mouth and lunged herself towards the monster stabbing it on it's main mouth but at the same time coming face to face with it and it's blood stained Celestia's face. Celestia backed away and took a look around her.

In the other three flying platforms each mare was fighting these monsters, but without their weapons it prooved difficult. They even tried using their mouths as well but it was no use, Luna's Scythe was too heavy, Twilight couldn't aim and as for Cadence......well let's forget about her.

Soon more goo was coming from the sky and they all kept fighting but in the end they all failed. Each of them knocked down near the edge, with bruises and cuts all over their bodies.

Twilight crawled away from three of these monsters, she was near the edge and without her wings or horn she was doomed. She then picked up her fallen sword with her mouth and pointed it at the monsters as sweat run all over her face and her heart beating fast. It all seemed lost but Twilight heard a familiar voice in her head that said.

"I won't allow this!"

Twilight closed her eyes and found herself in a white room.

"What? Where am i?"

"Don't be alarmed."

The voiced sounded from behind her and when she turned around to see who it was she saw a very tall alicorn mare with white skin, purple hooves, mane and tail that were both covered with small white flowers. But what caught her attention was the fact that she was wearing a golden crown on her head. The same one that Twilight wears when her and her friends use the Elements Of Harmony. However this crown had on it all of the other coloured gems on it and her cutie mark was a white star covered by a purple aura.

"Who.....who are you?"

The mare smilled and told her.

"I am what you call.....Tree Of Harmony."

Twilight was speechless. She couldn't believe such a thing but the way that mare looked, the fact that she was wearing her crown along with the gems of her friends made her realise that she was telling the truth.

"But.....you had a pony form from the beggining?"

"Not really Twilight, but i existed in a way."

"Wow...and my friends where are they?"

The Tree Of Harmony then said with a sad face.

"They.....don't live exactly.....they became a part of me, what you have been hearing all this time was me, i was just using their voices."

Twilight looked down sad and started slowly crying. The Tree Of Harmony then put her hoof on her chin and said with a smile.

"No need to worry Twilight, as long as you carry me in battle you will not be defeated and that's why i brought you here."

"But.....it's hopeless, Nocturne has taken away our horns and wings, we can't do anything without them."

"Not all power comes from wings and horns Twilight, some comes from your heart and your will to fight.'

"I can't do this alone, if my friends were here-"

"Your friends are here Twilight! They always were and even in the state that they are now, they still want to help you. It was thanks to them that i was able to transfer their powers to you and now it is my time to do my part and help you escape Nocturne's death trap."

"How will you do that?"

"You will see Twilight."

The world around her then started getting destroyed.

"And when it happens you will escape and you will defeat Nocturne! I guarantee it!"

Twilight then returned back to where she was before and just when she was about to get struck by the tentacles a white light stronger than the others came out of her head and created her a white glowing horn.

The other three mares along with Nocturne looked at her from a distance in amazment and the monsters that attacked Twilight were turned into stone. Twilight got up and said to Nocturne.

"You may think that you have won! But you are wrong, as long as my friends are with me you will never defeat any of us!"

She then charged her new horn and attacked Nocturne with a white beam so powerful that completely covered him in the form that he was currently using. Then from him four four different coloured beams came out and hit the four mares. Twilight was hit by a purple beam, Cadence by a pink, Luna by a dark blue and Celestia by a golden one. The beams then disappeared and they all got back their horns and wings.

"Now is our chance everypony! Attack!" Twilight shouted.

The others then with a smile quickly used their magic, picked up their weapons and cleared out their platforms.

Nocturne then prepared another good attack but this time Luna used her magic and golden strings came out of her horn and flew towards Nocturne's bumps, grabbing them and stoping them from releasing more of the goo.

"Assist me!" Luna shouted.

The others then used their magic and grabbed one each of the strings.

"Pull!" Celestia shouted.

The four mares began pulling the strings that were attached to the bumps while Nocturne tried to resist and not end up falling in the void.

"Don't give in! We can do it!" Cadence shouted.

And with their combined strength the bumps were removed from Nocturne's belly and he started bleeding.

"Hit him with them!" Luna shouted.

With that idea in their minds, they used the strings and lunched the bumps towards his direction. Cadence then quickly used her bow and shot the bumps with a special golden arrow. And when the bumps hit Nocturne they released a powerful explosion of Light that forced Nocturne to return to his original form along with the world around them. That explosion of light also made Nocturne's armor and weapons disappear into thin air, he was vulnerable.

"Don't give him another chance! Attack!" Celestia shouted.

Cadence then flew up in the air and shot a golden arrow towards Nocturne's head causing it to get him in two hooves and also destroy the left side of his head. Luna then flew towards him and with pierced his neck with her Scythe and holded him there. Twilight then teleported behind Nocturne and stabed him in the back causing her sword to come out of his chest and it also caused the area around the wound to start petrifying.

"Your turn Celestia! Finish him!" Luna shouted.

Celestia then lifted her sword up in the air and used her wings to lunged herself towards Nocturne, causing her blade to pierce through his unprotected chest.

Nocturne didn't let out a single moan or grunt of pain. He just stood there completly still as blood started coming out from it's wound.

"Is he...dead?" Cadence asked.

"It looks like it....there is no way that he could have survived our combined attack!" Luna said.

"If that's the case then, what must we do now?" Twilight asked.

Celestia was about to pull her weapon out of Nocturne's chest when suddenly his face was healed and he looked at her right in her eyes and she on his.

"You thought that i was going to die just like that?"

When he said that the three princess along with Cadence who prepared her bow, pulled out their weapons from Nocturne's body and prepared another attack.

"No."

Then from Nocturne's body tendrils came and started attacking everything that was around them, causing the three mares to back away.

"I have grown weary of all of you!"

Nocturne then flew towards Twilight. Seeing that Twilight prepared to counter attack with her magic but it was already too late.

Nocturne turned his hoof into a claw and knocked Twilight up in the air causing her to drop her weapon and lose focus of everything around her. Nocturne then followed her up in the air and just as they were coming down, Nocturne cut her in half with his claw and Twilight along with her sword were consumed.

"TWILIGHT!" Cadence shouted.

Then in rage she started flying around the room while unleashing her golden arrows.

"Twilight.....no...this it can't!" Celestia said.

"Nocturne will pay for this! Let's go sister, we can mourn our dead later."

Without any other choice, Celestia followed Luna to Nocturne who was still getting attack by Cadence.

"YOU WILL PAY FOR ALL THAT YOU HAVE TAKEN FROM ME! FIRST MY KINGDOM, THEN MY HUSBAND, LATER MY CHILD AND NOW YOU HAVE TAKEN TWILIGHT! I WILL KILL YOU!"

"No you won't! You will join Twilight instead!"

When he said that Cadenced realesed a scream and kept firing her arrows but this time faster.

However each shot was less and less accurate, her emotions blinded her, she couldn't hit him.

"Cadence stay back!" Celestia shouted as she approached from behind Nocturne with Luna.

Then from Nocturne's back tendrils came and pushed Celestia and Luna back into the next room through the walls. He then stood in two hooves and released another tendril from his hoof and grabbed Cadence in mid air. He then slaped her down into the ground and flew on top of her.

At that moment Cadence felt that this was going to be her end. And without any other reason to scream or struggle, she had calmed down.

Nocturne then gently placed his claw around her horn and squized. The horn that was covered by his claw was slowly cracking and blood started coming out. Nocturne then lifted her up in two hooves and Cadence looked at him in fear.

"I will make sure that you will feel, every detail and all the pain that i plan on causing you." He said calmly.

He then placed his other hoof right on her belly and pushed into slowly. His hoof then started turning into a claw and when it fully turned it had pierced her belly and got inside of her.

Cadence let out a gasp of pain along with a lot of grunts.

Nocturne then wrapped her intenstance around his claw and pulled out slowly and with every tiny pull Cadence could be heard moaning a lot more.

"Do you feel it? But do not worry, i won't let you die like that, i plan on keeping you alive for some time!"

Then from the tips of his claws tendrils came out and started running inside of Cadence's body and she just screaming and crying.

Meanwhile Celestia and Luna were stuck in the next room. It was very cold and was filled with pigs and cows that were being holded by hooks upside down or in other words. They were in a meat locker.

"Celestia! We have to get out of here! Cadence needs us!"

"I am trying but i can't! I can't break free!"

Celestia then started looking back at Twilight's death, that horrible scene awakened something from within her and she could feel it trying to get out.

"Celestia are you alright?"

"What? I mean.....yes i am fine."

They then noticed their weapons on the floor, they then used their magic and picked them up.

"Let's cut our way out!" Celestia said.

Then when they were about to start cutting they heard a scream coming from the throne room.

"Celestia we have to hurry!" Luna said.

In the other room, Nocturne was holding up in the air Cadence with the hoof that had pierced her skin and entered her body. The tendrils had also managed to come out of her own hooves and then reenter by piercing other parts of her body.

Nocturne then felt pain on his back, he turned around and saw that Celestia and Luna were flying towards him with their weapons ready but just when they were about to attack him they were pushed back by an invisible shield.

"Fools!"

Nocturne then dragged Cadence to the ground and turned his other hoof into a claw.

"Nocturne NO!" Celestia shouted.

Nocturne then sliced Cadence's neck and the tendrils came out from there, they then lunged themselves into her eyes and Nocturne moved his claw that was inside of her all the way up and cut her head off. She then melted and was Consumed by Nocturne along with her bow.

The two remaining mares were left speechless, looking at Nocturne with their eyes wide open.

Then, Celestia felt the same thing that she felt when she saw Twilight die. She felt rage taking over her, that rage however felt very familiar, it was like a small fire inside of her growing bigger and bigger.

Nocturne then jumped into the air and prepared an attack with his blades on Celestia, but just before the impact, Luna pushed Celestia away and she suffered the pain. Both of the blades had pierced her left wing along with her armor and entered her body.

"LUNA!"

Celestia then in rage swinged her sword on top of Nocturne, but he pulled out one of his blades and blocked her attack.

"Don't you see sisters? The time for games has ended and soon you will be next!"

"No! It is you who is going to die! For all that you have done!" Celestia said.

"Sister....." Luna said in a low voice.

Nocturne then released a shadow bolt from the blade that was holding Celestia's attack and pushed her back to the stairs.

"Your turn!"

Nocturne then grabbed Luna's head with his two hooves that turned to claws and said.

"I know what you are most afraid of Luna! And i am gonna let that fear consume you and the best part is that that pain will never! But never end!"

Luna looked in terror as she gazed into his blue glowing eyes. She was then attacked but the memories of her as Nightmare Moon. All the pain that she caused, all the terror that she spread. It all began assaulting her mind and she could even feel the pain of all those that suffered because of her. All of these voices and screams made Luna stand in two and shout.

"MAKE IT STOP PLEASE! I CANT STAND IT ANYMORE! MY HEAD IS GONNA BLOW!"

Celestia got up and flew towards her sister. Nocturne however saw that and with a simple gesture, tentacles came out from the ground and pulled her to the ground. Celestia struggled but it was all in vain. The tentacles holded her down so hard that she had lost focus and as a result she let go of her sword then without any other choice she closed her eyes and looked away. Fear had darkened her thoughts.

"You are missing all the fun Tia!"

When Nocturne said that he teleported next to her and placed his hooves around her. Then small tendrils came out of them and forcefully opened Celestia's eyes and made her look at ther sister Luna who was screaming in pain.

"NO MORE! I BEG OF YOU! IT WASNT MY FAULT! PLEASE!!!"

Celestia then started crying.

"SISTER!"

Luna then let out a final scream and then her head exploded and fell down on the ground dead.

Celestia gasped and kept her eyes on the body of her dead sister.

"Luna.....no.....no it can't be. LUNA!!!"

Celestia then started crying even louder.

Nocturne rolled his eyes, got up and made his way towards Luna's corpse.

Seeing that Celestia said in rage.

"Don't you dare get close to her!"

"Does it really matter anymore sister?'

Nocturne then turned his hoof into a claw and picked up Luna's Scythe, he then crushed it in his claw and the Scythe melted and was Consumed. He then apprached Luna's corpse and prepared to Consume it.

"For the Love Of God, Nocturne don't do it!"

Nocturne then looked to Celestia and said as he drove his blade into Luna's body.

"No."

And her body was then consumed.

"NO!"

When that happened, Celestia put her head down and started whispering.

"No....Luna....Twilight....Cadence....i failed you...please forgive me!"

"I can hear you Celestia and you don't have to be sorry about anything."

Nocturne then made his way to her fallen sword that was a little far away from him.

Celestia looked at him and then that same burning rage took over but this time it was much worse. Her skin felt like if it was burning and her powers were increasing.

Nocturne sensed her rage and turned around to face his sister but when he did he was punched in the face and was thrown back into the debris of his throne and when he got up from the debris, he saw Celestia covered in flames.

"Do you feel it sister? That rage, that burning desire! Daybreaker is close, isn't she?"

"SHUT UP! I WILL KILL YOU BEFORE SHE TAKES OVER!"

"We will see about-"

But before he could continue, Celestia launched herself into the air, then on top of Nocturne and attacked him with nothing but her bare burning hooves. Nocturne did everything he could to block her attacks but he wasn't so successful. Her punches broke through his blocks and she started punching him on his face relentlessly and with each strike blood would come out and stain both her face and her hooves. All of this brute force that was inflicted on him forced Nocturne to lean his back and then dispense his head forwad causing Celestia to be thrown away.

"Yes! Come! He told me that you will be the final pony to stand against me! He was right! LET'S END THIS!"

Nocturne then stood and with simple gestures, dark portals would open up around the throne room and from them big purple rocks would come crashing down on Celestia.

Celestia got up and but dodged the rocks one by one as she made her way towards Nocturne. Then from Nocturne's hoof, a tentacle came out and grabed the giant lamp on the ceiling of the room and threw it on Celestia. She then with a roar took flight right on top of it and with a simple punch was able to break through and reach Nocturne.

She then grabed him with her teeth, spinned around and threw him into the dark portals. Nocturne however used his tentacle and he dragged Celestia along with him.

The two ponies were floating in a dark place with stars all around them. Celestia used her wings, reached Nocturne and they continued to fight until Nocturne opened up another portal and the two were teleported back to the throne room.

There Celestia released a roar so powerful that her voice was echoed all through out the dark castle. She then flew towards Nocturne, grabed him and she kept flying towards the wall. She and him passed through a lot of walls and rooms until they were finaly outside.

Celestia then slammed him to the wall and started dragging him up while his face was still in contact with the wall.

"DO YOU LIKE THAT YOU BASTARD? HUH? TELL ME HOW DOES PAIN FEEL LIKE?"

Nocturne then pulled back his head only to reveal that half of it was destroyed, it however regenerated quickly and he said.

"It feels good!"

He then pushed his head back with so much force right on Celestia's face and he was freed. He then took flight and kept going up. Celestia followed him and after some seconds they had reached the top of the castle which was very big and very spacious and in the darkness outside only Celestia was visible and Nocturne was nowhere to be found.

"SHOW YOURSELF COWARD! COME OUT AND FACE ME!"

"Your rage blinds you sister! You will never be able to defeat me. He said so."

"I DONT CARE ABOUT ANYTHING THAT YOU SAY! I DONT CARE ABOUT PHOBETOR I DONT ABOUT YOUR OLD GODS! I CARE ABOUT KILLING YOU AND THAT'S WHAT I AM GOING TO DO!"

She then let out a scream and the fires around her started gathering above her head until nothin remained on her. After some seconds the flames had taken the form of a giant sphere that revealed the whole area along with Nocturne. The sphere then was split into six smaller fire orbs that circlued around the giant tower that they were standing on.

"YOU.WILL.BURN!"

She then flew up in the sky and the orbs followed. Then when she was high enough she and the orbs that now were circling around her charged down to Nocturne's location. Nocturne then stood in two hooves, opened up his hooves and looked up in the sky were his sister was charging down on him.

"My moment at last! MAKE ME FEEL PAIN!"

Celestia heard him and those words only fulled her rage and with a roar she smashed Nocturne to the ground and the six fire orbs exploded but the giant tower was still standing strong.

When the smoke cleared out. Nocturne was on the ground and the ground bellow him cracked and ready to break, while Celestia was on top of him and was giving him punches. But Nocturne didn't show any sign of pain, he was only laughing. That didn't please Celestia at all. The fact that he was laughing at her, the fact that she was laughing at her for trying to avenge those that she carred about the most.

"YOU WONT BE LAUGHING WHEN I DO THIS!"

She then let out a fire breath and burned down Nocturne's wings. But he was still laughing.

"DONT LAUGH AT ME!"

She then bit his hoof along with some iron from his wrist blade and pulled back with all her might. Soon, blood came out along with the whole tendril, she then used her magic and wrapped the tendril around his neck. She then used both of her hooves and started bringer down her hooves which were in flames again down of him with full force. After some seconds the ground bellow them broke and the two of them fell down the into the hollow tower.

After some time falling, fatigue had finaly caught up with Celestia, she let go and she fell down to the ground, as for Nocturne, as he was falling down the other end of the tendril was pierced by a sharp edge and as a result, Nocturne was hanged from the ceiling.

Celestia then lifted her head up and saw her brother there, hanged but the most horrific thing was the fact that his head was no longer part of his body, his very spine was holding both his body and head from the tips of the bones. She let out a signt of releaf and closed her eyes.

"Now it's my turn!" Celestia heard Daybreaker speaking in her head.

Celestia opened her eyes and said.

"No! I won't let you!"

But it was too late. Celestia was wrapped in flames and she was no more, only daybreaker.

Daybreaker let out an evil laugh but it was cut short because she felt something on her back and before she could turn around to see who touched her it was too late, Daybreaker melted and Celestia fell on the ground.

Celestia let out heavy breaths and asked.

"What happened?"

She then turned around and saw Nocturne standing behind her in two hooves. She saw his spine returning back to his back and his head to it's original place. She then quickly picked up her sword, pointed it at him and said.

"No.....no please no.....i.....i killed you!"

"No you didn't."

Nocturne then used his magic and a dark portal appeared behind Celestia, he then punched her into it and Celetia was back at the top of the tower. Nocturne came out of the hole that Celestia created and was rebuilded once he crossed it.

"Celestia!"

She turned around while still being on the ground and she said.

"What! What do you want!"

"What do i want? I want you to give up! Stop resisting! Don't you see? You are the only pony left and you cannot defeat me!"

Celestia looked down for a while, "Nocturne was right!" She thought. Only she remained to fight Nocturne. Then Celestia heard a voice in her head and it said.

"This is it my dear, your final battle! But don't worry i will make sure to give you the hope you need to defeat Nocturne! Now bare witness to my powers!"

Then from Celestia's head, a glowing halo appeared. Celestia was not hopeless anymore, she wasn't afraid anymore. As if that halo just took all these dreadfull emotions away. She then stood up with a smile and said.

"I may be the only pony remaining to fight against you Nocturne! But our world is still filled with lives! Lives that i am willing to protect from your evil schemes! I won't let you defeat me! Never!"

The halo then was absorbed by her sword. She then lifted it up in the air and the sword released an explosion of light that permanently illuminated Nocturne's world.

"Yes Eternal Light, i know of that. When i Consumed Crossbleser i got ever piece of information on your sword! There is nothing that you can do to surprise me sister!"

But Celestia just smiled and said.

"Watch this....."

Then from around the tower, four platforms made out of pure Light appeared and on top of them there were ponies.

Nocturne looked around the platforms, he then said in a surprised tone.

"I.....i know these ponies.....they are....."

"Celestia!" A voice was heard.

Celestia turned around and saw Crossbleser flying down from one of the platforms.

"Crossbleser!" She said and hugged him.

"I am glad you are safe Celestia."

"Me too! But...what happened?"

"Appartently you brought us back."

"What do you mean by us?"

She then saw King Cosmos and Queen Galaxia flying down to her.

"Father! Mother!" She said and hugged them both.

"But...i don't understand.....does that mean that....."

"Yes my dear, we are all here." King Cosmos said.

"He is telling the truth, it's us, your siblings, your faithful student we are all here!" Queen Galaxia said.

"HEY!" They heard Nocturne shouting.

They then turned to face him.

"How did you do it old fool?"

"What are you talking about Nocturne? I didn't do anything."

"Oh really? Then tell me why didn't i know about that Sword's ability to bring back the dead?!" Nocturne demanded.

"That sword was created to kill you Nocturne nothing else, even i am as surprised as you are!"

"But.....that's impossible! So you are telling me that you were brought back to life along with all those that i have killed?"

"That is correct Nocturne, all the good ponies that you have murdered now stand before you!"

Celestia then started moving towards Nocturne.

"Celestia! What are you doing?" Queen Galaxia asked.

"I have come to the realisation.....i must defeat Nocturne!"

"Wait! Let us help you my dear! He won't stand a chance!" King Cosmos said.

"Our father is right you now!" Princess Luna said as she came down from one of the platforms.

"Luna....."

"You can't defeat Nocturne on your own, he is too powerful but now that we are gathered here together! We can defeat him!"

However, Celestia's mind was set and she then said with a smile.

"No, don't worry about me sister. Because with this holy sword in my hooves i will kill Nocturne once and for all. I saw you die all die and it was horrible, i don't want something like this to happen again and it is my duty as a Princess to protect those that i care about! And that's what i am going to do!"

She then faced Nocturne and said.

"This is it Nocturne! Our final battle! Let's end this! Once and for all!"

Nocturne then stood in two hooves, he let out a demonic laughter that shocked everypony on the platforms and said.

"Very well! Then let this be our final battle!"

"Then make sure not to hold back this time! Because right now i plan on killing you for real!"

"Trust me, i won't hold back! INSTEAD! I WILL UNLEASH EVERY BIT OF MY POWERS!"

Nocturne then took battle stance and said.

"Prepare yourself! Sister!"