“Wake up my love...”

“S'not even light out, lemme sleep.”

“Wake up sweetness.”

“Go 'way Pi-,” in a dizzying rush of tactile information my mind registers the biting cold, the hard and uneven stone floors, and the howling winds. I open my eyes, immediately regretting the decision as pain pounds its way into my skull. Memories start to idly drift into my mind, beginning with a slow lurch, eventually rising to a torrent that leaves me nauseous.

I had left what remained of Ponyville, ground zero for the manifestation of my depraved alter ego, and made my way into the mountain pass. It was old and disused ever since the railway came through, only hikers and sightseers disturbed it anymore. I cursed myself for a foal for letting my guard down. I knew full well that the mountains were outside the mystical 'blast radius' of what had destroyed my home so I hadn't expected anything dangerous. I'd idiotically left some of my personal ward spells down to conserve magic.

“Pih?” a slightly hurt, and strangely familiar, voice says from my immediate right.

My very immediate right.

I rotated my head around as much as I could and bit back a scream. It was a pony or some sick creature had animated a corpse and left it in a cave. She looked like hell had only just finished having its way with her. Her pale cornflower mane was an overgrown tangle of a curtain hanging over most of her face and her coat was so filthy that it was difficult to place its original shade, I gambled somewhere in the bluish ballpark. The garments she was wearing had most certainly seen better days, they consisted of a thick blanket full of holes and beneath that some kind of loose covering. A traveling cloak perhaps.

The worst part were her eyes though. Disturbingly familiar in the extreme but that wasn't what bothered me. Her grayish-violet orbs had that feverish light of the truly mad. The dangerously mad in fact. The kind that kill ponies to eat their flesh and wear their skins as party dresses. I quickly shake that thought away, that wasn't who Pinkie was anymore. Not anymore. She was back, at least as close as I could ever hope for, and I was never losing my friend again.

My head was still killing me too, and anytime I tried to channel magic it made it worse. A head injury then, almost certainly a concussion, those kinds of wounds can seriously damage a unicorns ability to cast spells. That made me defenseless in the presence of a potentially homicidal crazy mare.

“W-who,” I hack and clear my voice, the pony, scratch that, unicorn, hovered a small tin travel-cup of water to my lips. I slurped down the cool liquid, absurdly grateful despite being fairly certain that this was the pony who had ambushed me. “What happened?” I eye'd her suspiciously, not ready to condemn a pony for being crazy.

“I... t-t-t...” she stutters horribly over her words, she obviously hasn't had much contact with anypony else for some time. “You were in d-danger,” she finally manages to choke out, “H-had to save you, we did.”

She had an idiosyncratic way of talking that only served to underline her instability. “I see, and what danger was I in exactly?” I threw out another question, hoping to keep her talking while I examined the room, or rather the cave, we were in. It had been lived in for a while, at least a month I figured. There were very badly dried pelts scattered across the floor and a small blaze that provided negligible warmth near us. It was such a dismal spark that I barely felt it, but then there was very little in the way of combustibles all the way up here. She was near enough that I could smell the stench of her unwashed coat, she hadn't bathed in a very long time, that much was painfully obvious. I noted that I too was beneath a thick blanket. I imagine that it would have been a good deal chillier had that not been the case.

“Y-you were going t-to a very bad place,” she answered me finally after stuttering.

I shook my head, “I was going to Canterlot, there are things I need to do, the-”

“NO!” she practically shrieks, making me curl away, the light in her eyes now blazing. “N-no... You mustn't, terrible things will happen, had to save you.”

“May I ask why you had to save me?” I quietly asked, trying find a subject that wouldn't throw into another fit.

“You s-saved my l-life, I ha-have to save yours,” she said as if it should have been obvious.

“Saved your life? When did I...” I take closer look at her, she shies away from my frank examination. Underneath the filth and grime she had an almost aristocratic face, her eyes too were bright, not just with madness but intelligence. Something else to, a broken, but no less fierce pride, met my gaze. Arrogant in a way I remembered all too clearly now. “Oh, Sun and Stars above... Trixie? I-is that you?!” she scrabbles back, fear and shame replacing the ego I'd seen a moment ago.

After a moment she very slowly nodded in confirmation, her matted mane obscured most of her face but now it seemed obvious. I hadn't seen her since the Ursa Minor incident, but I supposed her claim that I'd saved her was true enough. If I hadn't tamed the thing it probably would've eaten her. Of course I was more worried in a general sense, it also would've eaten a lot of townsfolk too. I move towards her to get a better look but something stopped me, painfully. My leg jerked and I stumbled, Trixie lunged out, catching me and gently pushing me back. It was only then that I notice the chain and manacle attached to my back-left leg.

“T-Trixie, why am I shackled to the floor?” I ask hesitantly, not entirely sure I wanted to answer.

“B-because, you would leave, had to use chains, had to break your horn too.”

“What.”

Shaking in equal parts fury and terror I lifted my hoof up to my head. Moving past my lengthy hair to stub of my natural horn. But where it should have continued on to the crooked, crystalline form, there was now only a nest of jagged points.

“M-my horn...?” I felt violated. Months ago I had sacrificed my birth horn in an attempt to slay my Other, but that had been my choice. Mine and nopony else's. This was different though, this time it had been taken from me by a madpony who thought she was saving my life. My horn. My magic.

Stolen.

“W-w...” A shallow mist descended suddenly on my brain, thinking became a chore that I struggled through. A bitter, chemical tang crusted to the roof of my mouth told me what was wrong, “s-something in the water...?”

“Ssshhh, my darling, T-Trixie will take care of you, sleep...” her unhinged voice was the last thing I heard before darkness swept over me again.

Wakey wakey!

My eyes snapped open as the familiar voice rang in my ears, echoing back into the nonexistence of dreamland. The cave was warmer now, an actual log had been added to the fire and stoked into a comfortable flame, rather than a pitiful ember. My captor was nowhere to be found, her ratty blanket she had occupied when I fell asleep was empty. My head pounded less, I moved my hooves up to where my horn should be, hoping beyond expectation that I'd been having some terrible nightmare.

My hoof touched the shattered roots of the prosthetic crystal horn I'd crafted and I felt a scarlet tightness in my chest. Tears leapt unbidden to my eyes.

“This isn't fair...” I whispered to nopony as a few stray droplets slid down my cheeks. “I'm trying so hard but this... it's too cruel, and it's not fair.”

Despair crushed me to the floor, I couldn't even muster the strength to rise. I'd been pushing myself beyond mortal limits to protect my friends and loved ones. Everything I'd done had been to atone for my horrible mistakes, but this... It was like the world itself was trying to punish me.

And why shouldn't it? A mental voice broke the silence, I searched the shadows desperately as fear sang adrenaline through my veins. Searching for the twisting and roiling body of one of the Others.

“Where are you? Who...?”

Your punishment is far from complete. How could you think you would be worthy of anything less than utter desolation?

From the darkest corner of the room a figure arose, its coat was painfully bright, glimmering like polished opal. Gold finery hung from her body and a crown of gems adorned her noble brow.

“C-Celestia?”

You failed me, my -faithful- student. She spat the word into my face in a way that cut deeper than even the loss of my horn. You failed me. You failed your country. You even failed your precious friends.

She was right, whether my teacher appearing in this sun-forsaken cavern was a hallucination or just another one of the foul games of Accursed, it changed nothing. I had failed terribly. I had not only brought ruin to my Princess's kingdom, I'd also been the one who...

“I'm s-sorry...” I felt the words wrench out of my cracked throat. The spectral Goddess didn't so much as bat an eyelash, she simply continued to stare down at me in disgust. “I tried to do things right... I swear I tried.”

And now you must suffer for your failures. After all, it is -only fair-.

I nodded, a part of me welcoming it. I deserved this... this punishment. I had lost, I had fought against a tide of destruction that I had unleashed and I had lost. Now I could finally let go, I could finally give in to my...

To my...

To...

My eyes, snapped open, a new fire springing up inside my chest, equal parts rage and determination. It had almost gotten me.

“NO! I'm not done fighting yet Despair!” I roared, the cracked ruin of my horn flared painfully, sending a torrent of knifing pain through my skull. The blast sent the Not-Celestia flying, what landed wasn't my teacher but a shimmering and churning mass of cold silver that held the vaguely feminine shape of a pony. It rose to stand on pointed blades of metallic flesh, its change of shape didn't detract at all from its stature though, it could have looked the real Celestia in the eyes without effort. The black tendrils that comprised its mane whipped to and fro of their own volition.

It staggered on its hooves, and as I came out of the blur of pain that my last spell had left me in I saw something its eyes. Confusion.

I banked on it, rising unsteadily to my own meager height. “Come on Rarity, I know you're still in there, come out of it!”

N-no... Despairs hissing voice rattled in my mind like bones on granite.

“I'm here Rarity! I'm here for you and I'm not going anywhere, so you can come out! Please!” I begged, “Please don't let me lose you too!” Tears had begun streaming down my face in force, I couldn't, I wouldn't lose another friend. Not another one. Pinkie was gone, Rainbow too. I wouldn't let Accursed take another one.

Despairs flesh began to destabilize, it warped and ran like candle wax. For a moment I saw my friends features beneath the rivulets of silver flesh that were falling away. Rarity was desperately trying to rise out of her Others overpower consciousness.

“T-Twilight...”

“That's it Rares, come on!” I felt my heart swelling, my friend was slowly emerging from the mire of her other. “Come on! No way are you going to look like that forever right?” A strained smile appeared on a face that was growing more and more familiar beneath the now-liquid silver that was pooling at her hooves. “COME ON!”

Suddenly, from the entrance of the cave came the clatter of wood logs followed by the absolute last voice I wanted to hear.

“I'll save you Twilight!”

“NO!” I couldn't warn her off in time, and with my horn in its sorry state I couldn't deflect the azure missile before it collided with Despair/Rarity. The half-fashionista staggered and for a moment I feared the worst, but then she righted herself and, very briefly, I let myself hope.

In vain.

Like a candle running in reverse the silver raced back up its legs, fastening itself like armor as it turned to face the new threat. I could feel my friends mind vanish beneath a cloud of fear and grief.

Then Despair began to warp her flesh again. A smooth neckline became the starched collar of a fashionable, white tuxedo, the bare chest turned arterial red and tucked into the emerging cloth as a fitted tie. Joints and bones cracked and popped to fashion a more masculine frame, its hooves struck the ground like hammers, cracking and releasing a slow ooze of black tar. Then came the head. Even from the back I could feel the utter wrongness of the thing before me. To my surprise, beneath my hate I found that I pitied Trixie in that moment, because her eyes were locked firmly on the horror that was taking shape. The skull ballooned sickeningly, deforming to accommodate three faces from which sanity-rending babble began to immediately spill forth.

“N-no...” I heard Trixie whisper, like a foal before the boogiepony. “P-please... not again... not...”

“hehehehehhaheahehahehaehehahehahehaehahheahehahe”

“Come with us precious one, we have waited oh so long to find you, so very very long”

“soweakanduselessandpoorandsadlittledaughterlittleweepingfoalbeneathherbed”

“NOOOOOOO!” Trixie screamed horrendously as she scrabbled back out of the cave.

I felt useless, I was furious. Never in my life had I felt like such a burden, such a weakling. So I concentrated. I might be hornless, cold, and damn-near dead but SUN-DAMMIT I WAS STILL THE ELEMENT OF MAGIC!

I reached into the well in my mind that I knew was the there. I could feel the pain as it built up like pressure on a valve telling me that I was in the right place. The magic was there, a vast ocean of power that I tapped only once, and that was to burn out my own horn. Now I needed it to reform it. Controlling crystals was something I knew for a fact that magic could do. There was an entire northern empire based around the Art. A surge of focus shunted the pain away as I drew in the energy I needed and slowly, painstakingly, I felt the crystals grow. They cracked and strained as the matrices realigned and grew together, filling in shattered fragments and holes from the damage Trixie had inflicted. I had only moments, I could see as if in slow motion, the horror that my friend had become advancing on my kidnapper.

Celestia be merciful. I knew what I had to do.

There was one last crackle as I felt the final focal point, the tip, snap into place. With a roar of anguish and pure magical force I seized Despair and hurled it into the cave wall behind us. It struck with the power of a train wreck, cracking the wall and bring down stalactites and assorted stone rubble. But it wasn't enough, Despair began to rise. Again and again I pounded away with punishing force, I felt bones break, regenerate, realign, then break again, all in the time it took me to rip it out of the newest hole I'd made and slam it back in. It was enraged, in the background I could hear Trixie screaming and sobbing, I saw its flesh warp wildly speeding up as it lost its mind.

Celestia.

Luna.

Father.

Mother.

Spike. Applejack. Pinkie Pie. Rainbow Dash. Fluttershy.

…

Rarity.

Finally the screaming stopped. Despair lay still and in the ruined body of its host Element, one of my best and closest... and last friends. It's strange, tears didn't come then, there was nothing. Just a great, big, empty chasm in my heart as I walked over to the weakly twitching white mare on the ground. I knew it was over, it was all over.

At least for her.

I knelt beside her and, miraculously, she opened her eyes.

“T-twi...light...” her voice was a rasp, a shadow of its former glory, black blood flowed out from split lips and fractured teeth.

“I'm here Rarity, I'm right here,” my voice was a wisp of breath as I drew my head down to nuzzle her cheek.

“G-good... I can't see you.... darling, I wanted...” she coughed another gobbet of black onto the floor, “I was... afraid I wouldn't...”

“Wouldn't what?”

“I'm so sorry.... darling... I was afraid...” she muttered softly. “I didn't.... want to die... alone.”

“Oh... Oh Rarity....” my heart broke open, “No... no never, I promise, we're friends... we'll share everything.”

“T-that's right...” her voice was growing calm, but distant. “I am... the Element.. Of Generosity... After all.”

“Yeah... you are.”

“Good... I-I'll... try and... see you... too... then...” she breathed shallowly.

“You'd better” I choked out.

“C-cross my heart...” she shivered and hacked again as she tried valiantly to speak.

I let out a wracking sob as I filled it in for her, “Hope to fly?”

She nodded, before making what must have been a herculean effort to raise her shattered right hoof and press it gently over my eye. I didn't trust myself to speak, so I just nodded, holding her hoof where it was to she could feel my assent. Finally, her heart gave out, her hoof went slack, and the final breath left her lungs.

“Good-bye... Rarity.”