Rainbow Dash’s wings flared as she pawed the ground. “Get back! I’m warning you!”

Nightmare Moon tossed her head back and laughed. “Such arrogance! Who are you to warn me, foal?” Her eyes widened in recognition, her fangs gleaming as she smiled. “Ah yes, I remember you: Rainbow Dash, my sister’s foalish little pupil.”

Rainbow hurled herself at the dark mare with a growl, only for her hoof to stop short of Nightmare Moon’s face. She struggled but couldn’t budge an inch, her whole body encased in a magic aura.

Nightmare Moon looked down at her. “Attempting to lay hoof on royalty is treason,” she coldly warned before casting her gaze across the chamber. Her brows creased in a frown, and Rainbow felt her magical grip tighten around her as she looked back to her. “Where is Celestia? I can feel her presence; I know she was here. Where did she go?”

Pain squeezed Rainbow’s heart but she kept her voice strong. “She’s gone. It took her less than ten seconds to completely thwart your plans before you even showed up.”

“Thwarting my plans?” Nightmare Moon scoffed. “I doubt that—” Her eyes widened and she tossed her head, sensing something. “So, that’s her little game. She thinks she can keep the sun in place by joining with it? Fool!” She gestured to the ruined window and the darkness outside. “My night still holds sway! I can handle whatever lingering resistance the sun offers at my leisure.” She snarled. “I’m more outraged that after denying me my birthright, my throne, and my freedom she even denies me my revenge!”

Her eyes blared in a rage. With a howl born of pure anger, she unleashed her fury upon the now empty room, reducing the furniture to splinters. After a few moments of wanton destruction, she stopped to catch her breath.

It was only then that she seemed to remember Rainbow Dash’s presence. “Ah yes, but let us waste no more time on the dusty old past.” She looked Rainbow over, still struggling in her magic. “My sister’s prized student.” Rainbow shuddered. From the grip of her magic to the look in her eye, everything about Nightmare Moon was cold and lifeless.

“I’ve watched you for some time, you know.” She flicked Rainbow’s mane with her magic. “Your dreams were most … enlightening.”

Rainbow Dash felt her entire body grow hot and cold all in a matter of seconds. What had she seen in her dreams? Possibly everything: every thought she had for how to stop Nightmare Moon, every fantasy, private thought, embarrassing memory, all her secret wants and desires … Rainbow wanted to throw up.

The mare of darkness chuckled at her obvious discomfort. “It’s nothing worse than anything else I’ve seen in the minds of thousands of other ponies. They were very vivid, at least.” Her smile turned cruel. “I can tell you, it was nothing less than a delight for me after a thousand years of exile to know that my sister’s sense of humor remained unchanged. The most bull-headed, intractable, unimpressive, dullard in all of Equestria … of course she would choose you to be her protégé! What a joke!”

“Shut up!” Rainbow barked. “That’s a load of horseapples!”

“Come now, how can I be mistaken when I’m using your own memories?” Sharp teeth glinted in a nasty grin. “The mare who cannot perform her precious Rainboom, who even after all these years is out of her depth in Canterlot—and we both know you have no idea how to stop me. All you are is empty bluster, desperately hoping nopony ever calls your bluff and sees the truth that still lurks in your darkest dreams no matter how you try to hide it. You. Are Not. Worthy.”

Rainbow clenched her jaw so hard that it hurt. “I’m going to buck you right in the dark side of your moon!”

With a toss of her head and a flash of her horn, Nightmare Moon sent Rainbow hurtling through the closed door. She sailed out into the main hall just in time to hear Ponyville’s Mayor announce “…the bringer of harmony to all of Equestria: Quee—my word?!”

There was a shocked gasp as Rainbow went careening into the refreshment table, which broke upon impact. Her vision exploded into stars.

“Rainbow Dash!” She faintly heard somepony—or perhaps ponies—calling her but it sounded like she had cotton in her ears. Reaching up to check she found that it was actually cake frosting. Shaking her head she then looked up to see her friends and recent acquaintances looking down at her with varying expressions of concern and worry. Several of them were offering hooves to help her up, but she pushed them all away. “Shining Armor?” she grunted in a daze. The others stepped back to allow the captain of the guard access.

He knelt down beside her. “I’m right here, Dashie. What happened? Are you okay? Where’s Queen Celestia?”

Swallowing a bitter lump, Rainbow looked down. “Gone.”

Shining Armor’s eyes went wide. “What do you mean gone? She left?” Rainbow shook her head slowly. “What happened?” he demanded. “What’s going on?!”

Rainbow Dash pointed to the balcony where Queen Celestia was to appear—only now it was occupied by Nightmare Moon herself.

“Oh, my beloved subjects,” the Nightmare crowed. “It's been so long since I've seen your precious, little sun-loving faces.”

“What did you do with the Queen?!” Shining Armor demanded. His horn began to glow menacingly as two pegasus guards flanked him on either side.

Nightmare Moon chuckled. “Why, am I not royal enough for you? Don't you know who I am?”

Rainbow Dash faintly heard Pinkie Pie going on about something but she wasn’t listening. She was glaring at the Nightmare so intently that some ponies wondered if she thought she could strike her down with merely her mind.

Shining Armor’s face looked carved from granite. “Where is Queen Celestia? Answer me!”

Nightmare Moon glowered down. “Celestia is no more. I am your Queen. The true queen you always should have known, before my lying sister stole what was rightfully mine! Now, bow before Nightmare Moon!”

Startled gasps and cries tore through the assembled ponies. “Never!” Shining’s horn shimmered and a pink sphere was conjured, trapping Nightmare Moon inside. The pegasus guards flew up and maintained position on either side of the bubble. “I place you under arrest in the name of—”

“Foals!” Nightmare bellowed. Her ethereal mane and tail enveloped her, filling the entire sphere with opaque mist. Soon the sphere started to strain and despite all of Shining Armor’s efforts, it shattered. Once again Nightmare Moon stood revealed, her teal-eyes white. She conjured up lightning from the dark clouds that issued from her own mane and tail and wielded them to deadly effect. The two pegasi guards were struck and sent hurtling down to the ground where they laid unconscious.

Pandemonium reigned. Terrified foals cried for the parents as ponies tried to rush for the door, only to have them magically sealed before they could escape. Fluttershy’s bird chorus panicked and flew this way and that, huddling in the rafters. Fluttershy herself was frozen in place, covering her head and trembling.

Shining Armor focused and sent out a beam of magical energy straight at Nightmare Moon. She swatted it aside with ease.

“Shiny! Run!” Rainbow Dash called. But Shining Armor stood firm, summoning a shield in front of him with his magic. The lightning cut through his shield as if it weren’t there and struck him dead on. With a pained yell, the brave guard collapsed, smoking.

“Shining Armor!” Rainbow and Twilight called out as they charged forward to check on him. They breathed a sigh of relief when they saw him stir. The wounded stallion groaned but was unable to climb to his hooves.

From above, Nightmare Moon regarded the terrified ponies below. “Are there any others who would challenge me?”

Silence reigned until the sharp cry of a foal broke out. The dark queen glared at the source of the noise: a little filly sobbing fitfully. Dinky! Rainbow realized with horror. Derpy, seeing the monster’s attention being drawn to her daughter, did what any mother would. “You stay away from my muffin!” Derpy cried, flying up in an attempt to distract Nightmare Moon.

“Derpy, don’t!” Cloud Kicker shouted, quickly following after her. Rainbow took to the air just as the two were struck down by more lightning, falling to the floor in a heap. Panicked ponies backed away, fearful of drawing the dark ruler’s attention.

“Mommy!” Dinky wailed as she tried to run to her mother’s side, held back only by the rush of the crowd. Cloud Kicker’s little sister, Alula, had no better luck.

Rainbow Dash’s jaw trembled before she clenched it shut. “You—MONSTER!” She hurled herself straight at the dark tyrant.

Nightmare Moon snorted derisively at the upstart pegasus—right before Rainbow’s hoof solidly impacted against her cheek. She was amazed even while being incensed. She hadn’t blinked, turned away, or even let her attention slacken for an instant. One moment Rainbow Dash was on the other side of the hall and the next moment she was just … there. However, her surprising blow did not even cause Nightmare Moon’s head to turn. Once more she bound the struggling pegasus with her magic, regarding her like an interesting bug that had flown up to her face.

“Such fire,” she mused aloud. “I have a proposal for you.”

Rainbow shuddered. “Not in a million years!”

“I offer you a position of power and greatness,” the Nightmare continued. "Serve me and you’ll have anything you desire. Oppose me...”

Rainbow snorted, not hesitating for an instant. “I offer you the chance to go buck—hnrg!!” She grunted as Nightmare squeezed the air from her lungs, unable to break free despite her struggling.

The wicked mare held her aloft. “Behold Rainbow Dash—the student and protégé of Queen Celestia.” Dash winced and couldn’t help casting her eyes over to where Applejack and the others were gathered.

The farmpony’s eyes widened as she repeated “Queen Celestia’s student? Rainbow Dash?”

Pinkie whistled. “Oooh … I bet her tests are really, really hard!”

Nightmare Moon continued. “Let her fate serve as an example to those who would oppose me!” Her eyes shimmered. Rainbow Dash tensed, waiting for something horrible to happen. It did but not in the way she expected.

Chancing a quick peek, Dash saw the dark mare’s focus was not on her, but on the crowd below. Derpy and Cloud Kicker floated upwards like marionettes on strings. Fluttershy started to be lifted as well, thrashing about in a panic. A pegasus Rainbow tentatively identified as Blossomforth, one of Derpy and Cloud’s coworkers, leaped in to help. She managed to pull Fluttershy back down, but was soon enveloped in Nightmare Moon’s magic herself.

If Nightmare Moon noticed the substitution, or cared, she gave no sign of it.

An extension of her dark mane and tail swirled around and enveloped the three pegasi. Rainbow struggled and the crowd looked up with sheer terror. When the cloud drew back, in place of Derpy, Cloud and Blossomforth, there were three pegasi with bat-like wings and blue manes and tails. They wore purple and black uniforms with gold tinted goggles that were a cruel parody of the Wonderbolts uniforms. Their eyes glowed with malice as they flew under their own power, circling around their master.

“These, shall be my minions.”

Rainbow felt her jaw drop. “Guys?” Ice shot through her veins. “No … do you hear me? It’s me, Rainbow Dash!”

Derpy Doo, or at least the mare who now stood in her place, regarded her with an impassive sneer. Nightmare Moon smiled cruelly. “I don’t think she recognizes you or that name.” Turning to her minions she asked, “Tell us, who are you?”

“We are the darkness,” Blossomforth hissed, flying past Rainbow Dash on one side.

“We are the doom,” said Cloud Kicker as she passed her on the other.

Derpy Doo smiled wickedly. “We are the army of glory and gloom.” She bowed her head to Nightmare Moon, followed by her two companions. “We are the Shadowbolts!”

Rainbow grimaced. As if seeing her friends being transformed into whatever they were wasn’t bad enough, Nightmare Moon had to go and pervert the name and image of the Wonderbolts too. No chance that wasn’t deliberate.

Nightmare Moon laughed. “Wonderful! And now, for my captain.” Her eyes turned white once again and a large white unicorn started to float up in the air.

“No!” Twilight cried. “Shining Armor!” Her horn flashed purple as she tried to tug her brother back down to the ground. “You can’t take him! Let him go!”

A bolt of lightning struck the ground right in front of her, knocking Twilight back and breaking her focus. “Who’s going to stop me?” Nightmare Moon asked. “You? Obviously not. How could you ever hope to contend against your betters when you can’t even control your own magic?” For some reason, those words seemed to hurt Twilight more than getting hit by a lightning bolt had.

Soon Shining Armor hovered before Nightmare Moon. She cast an evil look at Rainbow who was struggling with all her strength to break free. “Say farewell.”

“Let him go!” Rainbow struggled. “Because if you don’t I’ll … I’ll…” She grunted, trying to think of an appropriate threat.

“What will you do, little pony?” Nightmare Moon chuckled. “Squirm helplessly? But I am a merciful queen. I’ll spare your little … friend here. You need but ask. Nicely.”

Dash gritted her teeth so hard they threatened to break. “Let Shining Armor go … please.”

“I don’t believe you really mean it,” decreed the mare of darkness. “Do these ponies mean so little to you? Go on, beg! I want to hear you grovel.”

Rainbow Dash felt hot tears of helpless rage and humiliation build in her eyes but she refused to give her the satisfaction. She had to clamp down on the urge to scream and curse this thing until her throat was raw. But she couldn’t let anything happen to her friends. “Please … let Shining Armor and the others go. I’ll do … whatever you want.”

Nightmare Moon tossed her head and laughed. “Ah, but that’s the problem you little foal. Right now, what I want is to crush that fiery spirit of yours. To watch Celestia’s student crumble before me. It would be child’s play to kill you, but why do something so simple and crude when I could wound you far more deeply? A fitting example for all Equestria to see.” She dismissively tossed Rainbow Dash against the wall. The back of Rainbow’s head exploded in pain as stars spun in her eyes. She dimly saw Nightmare Moon envelop Shining Armor just as she had done with the pegasi as he too was transformed. Dash heard Twilight’s screams and protests as Applejack held her back.

Shining Armor’s hair and coat turned dark blue, almost violet and his armor changed colors to match his new master’s. His eyes shined the same color as the Shadowbolts’ goggles and he bowed as Nightmare Moon deposited him next to her on the balcony. The Shadowbolts joined them.

Narrowing her eyes, the new ruler of Equestria looked down on Rainbow Dash. “You have lost your teacher, your friends, your place and your pride. I have taken everything from you.” She looked back to the ponies below her and raised her voice. “If anypony dares oppose me again, you will envy her fate. Remember this day, little ponies, for it was your last. From this moment forth, the night will last forever!” She cackled, lightning striking. Her mane and tail billowed as it surrounded her and her new minions.

With a whiff and a puff of purple smoke, they were gone.

Next Chapter: Chapter 14 Estimated time remaining: 4 Hours, 35 Minutes