Celestia didn't know what was happening.

Just scant minutes before, a large airship had come out of a storm cloud and descended into the city. From it came two unimaginable creatures: some kind of hedgehog-pug hybrid who called itself Grubber... and a tall, dark scarlet unicorn, with a broken horn and a scar over her right eye, covered in a form-fitting yet practical suit of light armor. Her name was Tempest Shadow, and she promptly ordered Celestia and the other princesses to surrender the city and give up her their magic to her. A PONY had willingly betrayed her species to serve evil!

And then, mere moments before Twilight could try and negotiate with Tempest Shadow, something large falls from the sky out of the blue.

Well, it fell from the sky until it spewed some kind of magical fire that was situated below it just before it crashed on the square; the flames it spewed were so hot that the cobblestone pavement the thing landed on turned into a cloud of black smoke that covered the entire place and made the nearest ponies on crowd cough.

When Luna dissipated the smoke cloud, everypony gasped in awe, horror, shock or a combination of the three when they saw what had landed on their fair city.

It was a ship. No an airship or a mundane boat, but an actual spaceship, built with some kind of glistening white plates and resting on skids. However, it wasn't exactly a UFO either: instead of the stereotypical 'flying saucer' with no clear engine it looked more like a stubby bird with an opaque glass at the front and some some kind of rocketon its behind. The flames that came from under the thing were in fact tiny rocket-like devices that were attached to the skids. Those had to be really powerful to nearly stop cold the fall of something that big.

Nopony moved, dumbounfed as they were by this turn of events, to the point that they even ignored the dozens of . Aliens, honest to herself aliens that had just landed on her city! And their appearance stopped a possible invasion in the process, so they had her gratitude.

“Woah nelly. Look at the size that thing.” Said Applejack in an awed tone.

“It's not that big Applejack.” Replied Twilight in a similar tone. “I mean, it is pretty big, but, well...”

“'Not that big'?” Said the Apple pony skeptically. “Tha' thing's bigger than a barn!”

“I've seen airships bigger than that. I've been on an bigger airship than that. Of course, airships are mostly helium to stay in the air and-”

“Who cares about its size! It's a Celestia-darned UFO!” Exclaimed Rainbow Dash in an awed tone before looking sheepisly at the alicorn. “Sorry princess, it's just... it's a real life UFO.”

“You're forgiven Rainbow Dash. As a mattero fact, I'm just as excited as you.” Smiled Celestia before looking back at the ship with a frown. As much as an historical event this was, she was, for some reason, worried. And not just because of the arrival of the aliens, and yet she couldn't pinpoint it. Something was wrong, but what?

“It looks so scary from this distance.”

“I hope the aliens like parties!” Exclaimed Pinkie Pie.

“It's not that interesting though.” Said Spike, making the group look down at him. “What? Why are you looking at me like that?”

“That's what you have to say Spike? 'Its ugly'?”

“And why is it not interesting?” Asked Luna to the young dragon. “Sure, it's no exactly pleasing to the eyes, but it's obviously nothing like we have seen before.”

“Yeah, but what kind of ship would you use to impress the primitives you're visiting if you're not going to blast them with rayguns? Because that” He pointed at the ship. “, isn't making me feel in awe. It does look interesting, and it's an actual UFO, but that's it.”

“I'ts... well, you're somewhat right, it's not precisely what I thought an alien craft would be.” Replied Celestia. “ But you can't apply our way of thinking to beings that are not from ...”

“Excuse me.” Interrupted an angry voice from behind them. It was Tempest Shadow. “Are you forgetting that you're IN THE MIDDLE OF A BUCKING INVASION!” She exclaimed.

“Language, there are children here!” Scolded Twilight while covering Spike's ears. The lavender unicorn began ranting about having gone there in record time for nothing and making the rest of the army to wait for something.

“Erm, Tempest?” Interrupted Grubber, in an awkward manner.

“WHAT!” Shouted Tempest Shadow, making Grubber flinch in fear.

“I don't think this is an invasion anymore.”

“What do you mean.” Tempest said angrily.

“Well, invasions don't work if there's only a dozen guys on it.”

“Again, what do you mean.”

Gruber pointed his arm at the sky, and Tempest followed it with her gaze. For some reason, her anger turned to worry.

“Where are the others. They should have been visibles as for now.”

“The others?”

“The rest of the army that was supposed to help us attack the city, and then use the confusion to turn the petrify the four princesses so that the Storm King can-ack!” He was interrupted by an irate Tempest.

“WHY THE HAY ARE YOU REVEALING OUR PLANS TO THESE MORONIC PONIES YOU IMBECILE!?”

“W-well, it's not like we can continue with the plan thanks to that thing over there!” He managed to say while signaling to the spaceship.

“Ppf, as if that would have worked out for you!” Snorted Rainbow Dash, “We kicked the butts of Discord, Sombra, Chrysalis, Tirek and the Pony of Shadows.”

Celestia would have adder her own opinion in the matter, when suddenly...

HISSSSSS

A burst of vapor came from below the ship, startling the crowd that had gathered around it. And then, from the underside of the ship, came down some kind of metallic staircase.

“Wait.” Whispered Twilight in a scared. “I think I know this part!”

“What are you talking about Twi?”

“There's this one Abyssinian book. It was about an alien invasion from octopi-like aliens that landed on the planet EXACTLY like this! Okay, it was a cylinder rather than a spaceship, but the rest is spot on!”

“And what happened after they landed? Did they receive a 'Welcome to Abyssinia' party!?”

“No, they built giant three legged machines to destroy anything in their path and suck the blood of living creatures, while also seeding some kind of red weed that absorbed the water of the land! Only the flu managed to stop their rampage!”

“But isnt' Abyssinia a desert already?” Inquired Cadance, puzzled by this.

“That's not the point!”

Meanwhile, Celestia was discussing the situation with her sister.

“Celly, what should we do?” Asked the blue alicorn in a worried tone.

“For now, nothing. For all we know the aliens are just visiting us. Besides, we have magic on our side, and four alicorns. We can just defeat them if they result hostile.” Reassured Celestia, even with that feeling of wrongness still on her mind. Why did she feel like that.

“Hey, look!” Exclaimed Spike, pointing at the staircase of the ship. “I think I can see something coming down from the ship!”

The crowd held their breath in anticipation as something large walked down the stairs in a slow manner.

Celestia didn't know what would the aliens look like. Would they be as Twilight's book described them, space octopi that drank warm blood? Or maybe they would be pony-like, not exactly ponies, but at least bipeds?

When the thing finally came down the ship, Celestia looked it over... and her eyes widened in pure terror at what she saw.

It was a biped alright. That was the only thing that made it similar to ponies, because the thing was basically a 10 feet tall, slouched dragon-like lizard.

Celestia had a brief but horrible reliving of her past that showed a monster just like the one she was seeing currently massacring thousands of stallions (half of them by making them tear each other apart with their bare hands) and drenching the praerie in blood and gore.

That was not an alien being. It was another demon!

The others, too fixated on the creature, didn't realize that the state in which the diarch of the Sun was in.

“What a brute!” Exclaimed Rarity while raising her arm in a dramatic manner. “Dear Celestia, what an ugly brute!”

“Yeah, it's freakin' ugly!” Agreed Rainbow. “Still beats an octopus in a beauty contest though.”

“Girls, don't insult the alien!” Warned Twilight. “It may be ugly, but given how did it come to our world, it's has to have a great intelligence to build something like that. Besides, we are the aliens to it; it may even think we're hideous, with our fur, and clothes and...”

Celestia wasn't aware of what Twilight was saying, terrified by the mere presence of a monster that looked exactly like the demon that nearly killed her hundred of years before, and by the fact that it was looking RIGHT AT HER with blank, angry eyes.

She was so terrified that she didn't realize she had been hyperventilating since the monster had come out of its ship. Only a blue hand grabbing her arm brought the Sun diarch out of her fear.

“Celly?” Asked a voice next to her in a very concerned tone. Celestia looked down to see it was Luna.“Are you alright?”

Celestia, finally out of her stupor, looked back at the thing, which was now inspecting the crowd surrounding its craft.

“We have to leave. NOW. It's dangerous.”

“What do you mean?” Asked Luna in a puzzled tone.

“That... thing over there. We have to get the hay out of here.” Whispered Celestia.

“Sister it might look like an horrible monster, but it's an alien from another world, not a monster from ours. 'Don't judge a book by its cover', like Twilight says, remember? ”

“You don't understand, we must-!” Managed to say Celestia before hearing something that froze her blood again.

“I'm going to talk to it, maybe it can understand us.” It was Twilight, who after saying that walked towards the demon in a steady if unsure manner. Before Celestia could do anything (scream, use her magic, run up to her and drag her back) to get the princess of Magic away from the demon, she was already extending her arm and saying:“Greetings, and welcome to Equus!” with a sheepish smile.

The monster, who until that moment had been watching the growing crowd around its ship, looked down at Twilight, who looked up at it still smiling.

It happened so fast, Celestia didn't even see it rise its arm and literally slap Twilight's upper body away as if she were nothing but a mannequin. The still smiling alicorn's torso landed in the middle of the crowd, which was now completely silent and unmoving for several seconds. Until Spike screamed.

In an instant, the demon charged at the crowd at its right and began slaughtering the defenseless ponies with claws and fangs, killing them so quickly that it already killed at least thirty before two furious alicorns blasted it with a beam of raw magic.

Or at least tried to. Because the demon erected a magic shield to deflect the attack. The dumbfounded Luna and Cadence tried to attack it again, alongside the Elements, but Celestia, who was now holding a sobbing Spike her arms, raised a shield between them and the carnage.

“SISTER, WHAT ARE YOU DOING!” Exclaimed Luna in the Royal Canterlot voice.

“We can't fight that thing! We must leave, NOW!”

“It killed Twilight!”

“And it will kill us if we don't-” She said before looking back and watching the demon catch a terrified earth pony colt that didn't react fast enough. The demon looked at the terrified and screaming boy right in the eyes... which acquired an eerie red glow . The horror in the colt's face turned into confusion at first and then pure rage, with maddened eyes and foam froathing from his mouth. Celestia looked away, knowing what was about to happen, but the others kept watching.

When the demon finally let the colt down, he rushed towards a mare that looked like his mother, who tried to grab him... and received a set of teeth tearing her throat.

“OH MY CELESTIA!!!”

And then the worst came.

The ship exploded, sending pieces of it all over the square and crushing unlucky ponies. But that wasn't the worst part; it was the dozen or so more demons that came out of the explosion. Half of them attacked the ponies with either their claws and teeth or by spitting fire from their mouths; the other half, however, began doing something worse, anypony (or anything, as an unfortunate Tempest Shadow found out when her minion gouged her eyes out) they could catch into insane savages and sicing them on the rest.

“WE MUST LEAVE, NOW!” Screamed Celestia before running to the palace with Spike still in her arms, not bothering to see if they followed suit and so terrified that she forgot she could fly or teleport.

While running through the panicked masses to her palace, Celestia tried to think about what to do with this new threat. They couldn't fight the creatures outright; she nearly died by one and now there were a dozen of them. The demons were physically powerful, inmune to magic, had their own type of magic... Maybe she could call for help from the dragons and the yaks? Both didn't use magic (even though the former were inherently magical), and therefore were more adept at fighting physically than ponies in general. Maybe they could destroy these fould beasts?

So distracted was the alicorn princess that she didn't see a demon running past her and then standing in her way with its claws poised to cut her in two.

Spike, on the other hand, had stopped crying and saw the thing.

“CELESTIA IN FRONT OF US!” Screamed the young dragon. His scream brought Celestia out of her thoughts, and the alicorn barely managed to lift off mere feet from the killer claws that would have bissedted her in two.

Celestia, after landing in the (hopefully safe) balcony of her tower, locked the door in her room (Philomena was nowhere to be seen, but Celestia had other problems at the moment) and set the tired Spike on her couch. After that she walked of the balcony to see the chaos that was her city now; ponies crushing others in order to flee the massacre behind them, mares and stallions of all ages attacked and murdered by their maddened relatives, fires spreading on several buildings... It was chaos, but not Discord chaos. He always made sure to never kill. But these creatures... it was as if they only lived to slaughter the innocent. Celestia began to cry at seeing the carnage happening on her city and being unable to stop it. And the worst part was that it wasn't made by a crazy draconequus, a power-hungry centaur with the magic of four alicorns or an army of shapeshifters, but merely twelve (yet insanely powerful) monsters.

Celestia then looked down from the balcony to see a trio of monsters looking up at her but doing nothing else, something that frightened her to the core. Why were the demons just staring at her? It could grab her with its magic, climb the walls of the building or even just jump at her.

A familiar, bloodcurling scream coming from the left side of the plaza in front of the palace attracted her attention. Celestia gasped in horror when she discovered that the surviving Elements and her fellow princesses HAD followed her... but hadn't been fast enough. Now she could only watch the horrors that transpired on her city.

One of the demons was slowly disemboweling Fluttershy (she was the one that screamed), making her suffer a slow and excruciating dead, while at the same time crushing Rainbow Dash with its weight. Cadance and Rarity, trapped in an alley, were so busy trying to push back a group of insane ponies that they didn't see the demon that came from above before it bit their heads off with a single bite. Pinkie Pie had been brainwashed by a demon and was currently eating Applejack entrails. There were no signs from Luna, but considering what was happening to the others, she prayed to the powers above for her sister to have a quick and painless death... or at least that she died instead of becoming a mindless beast.

Celestia walked inside her room and dropped to her knees, crying her heart out. What was she supposed to do now? What force in the world could fight against these monsters when a single one wiped out an army of ten thousand warriors and nearly sent the alicorn of the day to the other side?

“P-princess?” Said a voice behind her. Celestia looked back and saw Spike on her couch, crying a river. She had legitimately forgotten about the young dragon. “I'm scared.”

Celestia inmediatly stood up and hugged the poor dragon, which returned the hug with all his strength. The poor boy had just seen something that a child his age should never have suffered to see.

“W-what are we going to do now?” Sobbed the purple drake while still hugging Celestia.

“First we must escape of Canterlot. As much as it pains me to say this, the demons might be too busy dealing with the population to bother us.”

“A-and then?” Asked Spike. She could tell he didn't like her plan, but didn't have the strength or the will to even object against it. Not after seeing his surrogate big sister killed as she were nothing.

“We'll gather the rest of Equestria and call our friends to destroy these beasts for good. As powerful as they are they're are only a dozen against an entire world.”

“And after that?”

“We'll mourn the lost ones.”

They stayed like that for a few seconds, with the screams of those who had gone to the Festival interwined with the roars of the demons.

“Princess.” Said Spike suddenly in a concerned tone.

“Yes my little dragon?”

“I saw you freeze when the first monster came down the ship.”

Celestia looked down at the worried boy with horror first, and then resignation.

“Princess? Are you okay?”

Celestia sighed in defeat. 'I should tell him what I know. The damage is already done anyway.' She thought.

“Spike, I...”

Before she could tell Spike that she fought one of the demons centuries before, she was interrupted by a roar coming from behind them. Celestia put Spike behind her as a demon climbed into the balcony, followed by another smashing through the door of her room, and another, until the twelve monsters that came from the ship were inside the room and surrounding the pair, jaws and claws covered in blood and eyes glowing red.

Celestia didn't know what to do. Running would be useless and flying was out of the question, these things could simply grab her out of the sky. She could try to teleport herself away with Spike, but she didn't know if her magic could work with so many demons and so close, and for all she knew they could be able to teleport too.

“Princess, what do we do now?” Whispered Spike while clutching grasping her leg in fear, utterfly terrified of the demons.

Before Celestia could say something, one of the demons, the one that came from inside the palace, made its move. It walked slowly (yes, not rushed, not galloped, WALKED) towards them, stopping only two feet from the frightened pair. The fact that unlike its brethren it didn't have even a smear of blood on its body and its eyes weren't glowing just made it look scarier.

It began walking around the pair and occasionally sniffing them, as if it could smell their fear. It got dangerously close to Celestia, breathing on her face and making her tremble at its proximit.

The demon stepped back a couple feet, appeared to think about something for a moment, stepped forward again with its jaws open... and, with unnatural speed, grabbed a screaming Spike from behind the alicorn with its magic.

Celestia tried to grab the writhing drake, but one of the demons shoved her to the ground and put its foot on her back, not putting enough pressure to crush her but still the sufficient to make sure she couldn't help move at all.

“CELESTIA, HELP!!!” Screamed Spike while being prodded and sniffed by the curious demon. It probably wanted to know what was this screaming creature that looked an awful lot like it and its brethren.

“SPIKE! LET HIM YOU YOU MONSTER!” The sight of her only surviving friend (no, family!) being handled like a toy send Celestia to a rage, and despite her impotentness and fear of the beasts she struggled to push the monster pinning her down, but it was useless.

The demon holding Spike, to her surprise and horror, stopped his 'research' to stare at her.

And then it spoke.

“No.” Its voice sounded like it came from Tartarus itself, yet its tone was normal, civil even. It then grabbed Spike with its claws and began walking towards the entrance of her room.

“CELESTIA! HELP ME!” Cried the terrified Spike, trying to get free himself from the demon's claws.

“NO! DON'T TAKE HIM ,PLEASE!” Screamed Celestia hysterically, trying futilely to get up. “TAKE ME INSTEAD! I BEG YOU, DON'T TAKE HIM, TAKE ME!”

The demon stopped walking just as it was about to leave the room and looked back at Celestia... before crouching its head and going ot of Celestia's sight, with Spike still clutched on its claws.

And then Celestia heard Spike give his loudest cry yet before hearing a sickening crack.

“SPIKE!” Cried Celestia at the top of her lungs, not wanting to believe that Spike was...

The lifeless, twisted body of the baby dragon that was thrown inside the room and just in front of her made clear that it really happened.

The alicorn stared at the reflection of her face in Spike's wide, dead eyes. When the demon that was stepping on her lifted its foot, she inmediatly grabbed Spike's body and cradled it.

Celestia closed her eyes in pain and cried her heart out, hugging the dead dragon child and chortling 'I failed' in a broken voice. All while the demons surrounded her.

Discord, Tirek, King Sombra, Chrysalis... the worst enemies of Equestria-no, the entire world of Equus, with had either entire armies at their command, powerful magic that rivaled or surpassed that of the Alicorn Sisters, or incredible cunning, and yet in the end were defeated. And yet, the world would be destroyed not by an army or by a powerful magic-user, but by nightmares that, as powerful as they were and with their strange and horrible magic, were only twelve.

“Are you crying?” Said the horrible voice she heard before from the demon. Celestia glared up at the monster and set Spike's body aside with care.

She had enough.

The monarch of the Sun screamed in rage, jumped on her hooves and lighted up with all her magic might, glaring death at the monster who killed Spike with glowing eyes. It might have been useless, but she didn't care anymore, she had nothing else to lose.

“You have destroyed my city, slaughtered my people, and killed my loved ones!” Shouted Celestia. “WHAT DO YOU WANT FROM ME!?”

The demon, unfazed by her rage, simply grabbed her with its magic. Instantly her magic was nullified and the light left her body.

Then, the demons said something that she would never forget.

“Your death.”

And then it ripped her arm off with a bite, making her scream in pure agony. As if her scream were a signal, all the other demons (twelve 10 feet teen feet tall monsters with sword-like teeth and raking claws) started killing her, biting or clawing at her body, ripping her limb by limb, taking bites out of her flesh. But they didn't want to kill her quickly. No, they were killing her slowly, making sure she suffered and screamed all the way.

The last thing Celestia saw was the endless darkness inside the talking demon's open jaws.

Celestia woke up screaming, covered in a cold sweat.

The alicorn, after screaming for several seconds, touched her body to make sure she was in one piece, and sighed when she felt her body untouched.

'Calm down Celly, it was simply a dream. A horrible, horrible deam, but a dream nonetheless' Thought Celestia before realizing something and making her gorn glow to illuminate the room. 'Wait... This is not my bed.'

Indeed, the bed she was laying on was not hers, but rather, a more simple one (although nearly as big as hers). As a matter of fact, she wasn't even on her bedroom, or her palace for that matter! The walls of the room she was in were entirely metallic, so it was clear she was in Praeratus ship. The room itself was a rather empty place, with only a metallic table and chair, a closet at her left, and a stand in the wall which supported some kind of metallic tube..

She also remembered what had happened to her to be ther: an army of monsters from the Everfree Forest attacked Canterlot, Praeratus and his 'pet' Cyranus destroyed it, a demon sneaked past them and mauled her, Praeratus killing the demon with the help of Cyranus, Praeratus grabbing and carrying her to presumably his ship (he said he had the means to save her), and then nothing. Probably lost consciousness on the way, and that didn't matter to her since Praeratus kept his promise about saving her. Her wings were on her back again, her legs were intact, and her right breast was again part of her chest, although she felt there was something wrong.

And just then also realized she was naked. Okay, not exactly naked, but her dress was so torn up that she might have been be fully naked.

Celestia, feeling utterly embarrassed by this, covered herself with the bed sheets.

'Oh my goodness, what if someone enters sees me like this? Hay, what if Praeratus sees me like this!?' Thought Celestia, blushing at the thought of the alien warrior suddenly entering the room to see her naked on his bed. Speaking of Praeratus, where was he? She had to thank him for saving her and her city from destruction, and for promising to save their world from the alien monsters.

Celestia shakily got up from the bed, made a makeshift tunic with the sheets (it wasn't as if Praeratus would chide her for tearing sheets he could replace... she hoped) and stepped out of the bedroom... and inmediatly fell to the ground because she slammed her head on a wall.

“Ow! My poor muzzle!” Exclaimed Celestia, caressing her hurting face. “How can Praeratus even move through such a narrow ship!”

“Well, for starters it's not so narrow.” Replied a deep voice that came from above her.

Celestia's looked up and widened her eyes when she saw Praeratus (who, suprisingly, was completely healed from his wounds) looking down at her with an expression between amusement and bemusement. And she blushed when she shaw that he was wearing only a black tank-top (which, given that he was black already, made it look like he was bare-chested; even if it wasn't, it still gave her an AMAZING view of his muscles) and white short pants.

There was only one thing Celestia could do at that moment.

“Hi?”

Trying my hand at horror elements. And don't worry, the next chapter will be mostly interaction between Celestia and Praeratus, and him explaining why she's still on his ship.

If the bioweapons acted like that (speaking and not moving) its because Celestia's still pretty much traumatized by them and still thinks of them a somewhat demonic.