The needle teeth screeched and lept down from the ceiling to claw us to bits. My wings came over my head and blocked the monsters that tried to pounce on me and sent them flying off. The Royal Guards' shield wall held and they raised their shields to knock the attackers off. The needle teeth bounced off the shields and they regained their composure. They all hissed in unison and charged. Corrosive opened his mouth, and a jet of blue flame ejected out and sprayed the needle teeth. They all went sprawling on the ground and tried to leap over the flame, but they were quickly caught by a fireball exploding in their faces from Corrosive. The Elite Guards charged through the flames and began to slice and dice the needle teeth. One leapt over the brawling and opened its mouth to take a bite out of Applejack. My wings quickly shot forwards and sliced the monster in half. Black blood sprayed everywhere, and soaked everypony. Many of the Elements were now shivering and looking in disgust from the blood stains. Suddenly, all the needle teeth froze, and they quickly retreated back into the depths of the caverns.

"Wha? What happened?", Raptor Eye asked while looking at the retreating needle teeth.

"I don't know.", Ben replied.

"Hmph! They probably ran to get away from us!", Rainbow Dash boasted.

The caverns began to rumble.

"Uh, everypony? What's going on?", Twilight asked while trying to regain her composure from the shaking.

"This can't be good.", Corrosive sneered as he raised his dragon wings.

"Something's coming!", Shining Armor pointed his hoof into one of the caves.

The rumbling began to get harsher, and harsher. Then, all at once, it stopped.

"What?"

"Why did it-"

BOOM!

The ground in front of the group erupted and dirt flew everywhere. Rarity screamed over her ruined coat, but she turned her attention to a bigger problem. A MUCH bigger problem. Towering over everypony and the human, was a massive worm-like creature. It roared at the group reviling four sets of teeth; each row spinning like a grinder in the opposite direction to the other.

"That's a death wyrm!", Corrosive shouted.

Before anyone could register what happened, the death wyrm tunneled underground and the cavern began to shake from its burrowing. The ground rose from the position of the wyrm as it tunneled to its first target. The ground began to head for Rainbow Dash.

"Rainbow Dash! Get airborne!", Ben yelled.

The Element of Loyalty looked down and saw the ground cracking at her hooves. She looked up and spread her wings. Just a second after she had departed, the ground underneath her exploded as the wyrm attempted to snatch Rainbow Dash in its inter grinding teeth. It failed by a hair. Seeing its failure, it arched downwards and burrowed again. Once agin, the ground began to rumble. And this time, Shining Armor began to run as fast as he could. The ground erupted once again as the wyrm began to pursue Shining at ground level. The wyrm began to speed up as Twilight shouted.

"Shining!", she yelled as she fired the biggest magic bolt anypony had ever seen in their lives. It collided with the wyrm, and made it tower up, howling in pain. It began to sway side to side indicating that it was dazed.

"Oh! I have an idea!", Pinkie Pie said while she hopped over to Twilight, grabbed her tail, and began to lever it up and down in rapid succession. Magic bolts began to spray out of Twilights horn at an incredible rate. They began to smash into the wyrm, which helped in its already large amount of pain. Suddenly, Applejack ran head and build enough speed to run up a mound in the ground. She charged upwards and kicked herself off and headed directly towards the towering monster, that was currently under fire. She sailed through the air, and right as she came across the wyrm's face, she gave a buck so hard to the wyrm's mouth, everypony could have sworn they heard the sound barrier break. In reality, it was the wyrm that had been broken. Blood gushed out of its mouth, and it fell down, dead. Applejack smiled, touched down, and crossed her right front hoof over her left.

Everypony and human just stared.

"I'm not even going to ask.", somepony said.

"We must push on." Corrosive demanded.

"Uh, I think I'm just going to stay here. if that's okay with everypony.", Fluttershy whispered.

"So that's it. You're going to ditch us. After what we have all gone through? After hearing that Equestria rests on our hooves?", Corrosive snarled.

"Leave her alone.", Ben stepped forward. Corrosive growled at Fluttershy and he began to walk towards the deeper part of the caverns.

"Let's go."

The caverns only got darker, and darker. Ben switched his targeting eyepiece mounted light and the LED lights lit up the caverns. Drops of water were heard from all around, and everypony looked from left to right. Ben and the rest of the Elements strived to keep Fluttershy from crying after all the bloodshed, and all it was doing was delaying it.

"She isn't going to last much longer.", Ben said after a moment of silence.

"Poor Flutters.", Rarity softly spoke to calm Fluttershy.

Then, a flash of metal shone into Ben's light and with a millisecond's notice, his wings sprouted in front of him and a *THUNK* was heard. Ben's wings lowered and he observed the damage. There, stabbed into the wing, was a kama, a Japanese farming tool, and a weapon of a ninja.

"What the...", Ben hung his word of a while.

"Wow, that was close.", Shining Armor huffed.

"This is a weapon that ancient humans used."

"Really?! But, what could something like that be doing here?", Shinning asked again.

"I think i know the answer, but I pray we don't run into that very one.", Corrosive muttered,"Look, a clearing."

The group walked into the largest cavern in the Chasm. The strange thing was, that even though there was no opening in the ceiling to let in light, the room was bright enough for normal vision. And stranger, there was an abundance in plants. There were bamboo shoots, a cherry blossom tree, grass, and even a small river that seemed to flow with pure water.

"Oh no.", Corrosive muttered.

"Oh no? What's 'oh no'?", Golden Blade asked.

Right as Corrosive was about to reply, a figure leapt down from nowhere. It seemed calm, and it was breathing as if he didn't jump. But, it was wielding no weapons. It tilted its head up and its straw hat rose to reveal three glowing red eyes. Fluttershy slunk down and whimpered. It took rather cautious steps forward and Rainbow Dash spread her wings.

"Alright mister! We've gone through plenty of your monsters, so step out of our way! If you don't, I'm gonna-"

Her treat was interrupted as in a flash, the figure outstretched its arm and Fire Mane fell downwards with a *THUD*. Everypony and human stared down at Fire Mane, who's eyes were petrified and blood was pouring from his neck from a knife that was embedded in it. Twilight covered Fluttershy's eyes. The figure laughed.

"I see that I have new visitors. So many new heads for my collection.", the figure pointed upwards, and heads of decapitated ponies hung by chains. from the walls. Twilight could not stop fluttershy from looking up, and she began to cry.

"Oh, I apologize if I made the yellow one cry. I will kill her first so she won't feel sad anymore. I'm not a monster you know.", the creature spoke with an unnatural demonic voice. Now Fluttershy was truly terrified.

"What are you?!", Shining Armor shouted. His voice echoed throughout the cavern.

"What am I? I am Fillos," He said while giving a bow, "one of Eclipse's most dangerous creations, and guardian of the Elements of Corruption. You might as well turn back now, and I won't have to kill all of you.", the creature stated.

"M-m-m-maybe he's right. I think we should go back...", Fluttershy whispered.

Rainbow Dash stepped forward.

"Oh yeah?! One of you versus...uh...one...two...four...uh...twelve of us! Did I get that right?"

"Mhmhmhahahahaha...", Fillos chuckled,"Twelve lives. Take away twelve heads, and I get twelve new trophies..."

Fillos backflipped and he drew two incredibly sharp blades from his back. He let them drop ever so slowly to hear the whistle in the air from the blades, indicating that they would hack off a limb from a single tap. He spread his stance and let loose a low and quiet growl.

"Who's first to die?"

"SHIELDS UP!", Shining ordred and the guards linked shields to form the impenetrable shield wall. Fillos just laughed and threw down a smoke bomb. Twilight was used to seeing Trixie throw down a puff of smoke and "disappear", but Fillos really was gone. A deep and dark laughed echoed throughout the lush and fertile cavern. Ben's targeting eyepiece scanned for a thermal signature, but nothing came up. The pattering of feet continued throughout the cavern, and suddenly, a whistling was heard. The royal guards shifted their shield wall to the sound, and an arrow stuck into one of their shields uselessly.

"Ha! You're going to have to do better than that!", Golden Blade teased.

The arrow exploded and sent the guards sprawling to the ground. Fillos came out of no where and grabbed a hold of Golden Blade. Sword in one hand, and pony in the other, he shoved the blade through Golden Blade's chest. A fountain of blood splattered the guards, Rarity fainted, and Fluttershy continued to cry. Golden Blade screamed as Fillos twisted the blade while it was submerged into the youngest guard. A snap was heard, and Golden Blade fell limp.

"Hahahaha...the ignorent ones always die first..."

Shining Armor now got over his state of shock, and drew his shortsword. He spun the blade and locked his eyes with Fillos's. Shining charged and leapt up into the air. Fillos brought his swords up to block Shining's blow, but he fired a blot of magic, rather than striking.  The blast collided with Fillos's swords and sent him staggering backwards. Shining brought his sword down, only to find nothing to hit. He landed on his hooves and started to look around for the assassin. Ben heard a whistle to to his left.

"Shining Armor! Left!"

Shining swung his sword and hit a small knife that was dripping in green ooze. Fillos appeared again and kicked Shining in the back. He fell to the ground with a *THUD* and wheezed for air. Fillos grabbed Shining Armor by his mane and brought one of the blades to his neck. Raptor Eye attempted to shoot Fillos through the head with his legendary aiming skills, but Fillos's foot shot up and caught the arrow two inches from his face.

Then, it was Ben's turn.

His wings ejected some sort of canister at Fillos and Shining Armor. The canister bounced uselessly at Fillos's foot. He was about to chuckle, until he heard the loudest sound he ever heard. A blinding flash of white light entered his eyes, and a massive *BANG!* echoed throughout the cavern. Fillos staggered backwards and tried to slit Shining's throat, but he felt no blood splatter. Fillos regained his senses and stared at Ben, who was carrying Shining Armor in his arms. He dropped him off with Twilight, and faced Fillos.

"I've had enough of this. First you kill one of Shining's friends, now you attempt to kill family. All of this for trophies. Well guess what? I'm gonna make a trophy out of you when I'm done.", Ben threatened.

"Excellent. I thought I would never have a good fight.", Fillos chuckled.

"All of you. Go. I'll hold him off.", Ben told the ponies. They rushed past Ben, but Rainbow Dash stopped for a moment.

"Ben? Uh...I don't want you to...uh...what I meant was...beat him to a pulp!", Rainbow Dash told him.

Ben smiled as Rainbow Dash ran past.

"Ah...just the two of us...", Fillos observed the fleeing ponies.

"Just the way I like it.", Ben said.

They both gave their war-cries and charged forward. Fillos leapt up into the air, both swords raised, while Ben's wings brought themselves upwards and blocked Fillos's strike. Fillos's swords screeched off Ben's wings and he regained his composure. Fillos growled and lunged at Ben. His wings came forward, but no impact occurred. Then, his targeting eyepiece detected movement coming from the back. Ben's rocket pack boosted him upwards, and a shadow zoomed underneath him. Ben smiled at his evasion, but saw Fillos coming at him again. He brought his wings in front of him, and Fillos's swords bounced off of Ben's wings. Now, Ben caught him in close combat. His wings slashed at Fillos, but he parried them with his swords. Ben tried to slash again, but what ever attack he made, was only deflected by Fillos's superior sword fighting ability. Ben landed back on the ground rather exhausted. Fillos just landed on one foot and stood there gracefully, as if untouched by fatigue. He let his swords drop down near his waist and gave yet another chuckle.

"I hate to see that this fight ended so fast. What makes you think you can even defeat Eclipse? Or even me?", Fillos asked.

Ben roared and shot forwards with a jet blast. He slashed with his wings and caught Fillos off guard. A veil of black blood splattered Ben's face as he passed the staggering Fillos. Ben turned around to see Fillos clutching his chest.

"That's more like it..."

Fillos shot forward with even greater speed, but Ben's targeting system was faster. His wings loaded a missile and shot it at Fillos. Unable to dodge due to his airborne status, the missile collided with Fillos resulting in a massive explosion that shook the cavern. Ben cringed at the rocks falling from the ceiling and remembered Corrosive's warning. Out of the dust, Fillos lunged again, both blades drawn, and slashed. Ben deflected the first two strikes, but Fillos managed to find a gap in Ben's defenses and slash him across the chest. Blood flew as ben staggered backwards, looking at his "X" wound on his chest. When he looked up, Fillos was gone. No motion showed on the motion tracker, and no heat signature showed up on the thermal imaging camera. Then, as Ben predicted. Fillos charged out of the walls and angled his swords for a clean cut. Ben prepared and brought his wings to deflect. Sparks flew as the swords collided, and Ben could not stand the friction anymore, and gave way. Fillos kicked him down to the ground and laughed.

"Pathetic."

Fillos grabbed Ben by the neck and dragged him over to the river. Making sure his wings were disabled from fatigue, Fillos plunged Ben's head into the river. Gargling was heard as Ben gasped for oxygen underwater. Fillos sky-hooked Ben right out, and with a grin, he plunged him right back in. Fillos brought him out and punched him in the face, causing Ben to black out a bit. Sure that this will be the killing attempt, Fillos threw Ben's head into the pure and fresh water. Gargling was heard...until it stopped.

Fillos smiled. He drew a sword and angled it over Ben's neck to take a trophy. Suddenly, Ben's wings sprouted out and smashed Fillos away, much to his surprise. Ben stood up with a pure face that displayed nothing but rage. Ben screamed and he drew his Buster Rifle. He connected the two to make the Buster Cannon, and aimed it straight up to the ceiling. Ben's targeting systems came online as Fillos figured out what Ben was about to do. He was going to bury this chamber. To his horror, a beam of pure-white light exited the cannon and flew straight towards the ceiling.

*BOOM!*

Rocks and dust flew as the beam collided and shook the cavern. Chunks of the ceiling started to fall down as Ben turned towards the exit to get away from the collapse. Fillos furiously charged after Ben in hopes to pull him back so he could escape, but Ben's rocket pack was being used to its full effect, allowing him to zoom away from the danger. Fillos was not leaping in strides to catch up, but Ben exited the cavern. More boulders began to fall from the ceiling as Ben turned his head to watch while in the safety of the corridor that lead out of Fillos's cavern. Fillos sprinted to try and escape, but he was unsuccessful. The entire cavern collapsed and Ben covered his face from the dust that flew into the corridor. He opened his eyes and found in front of him, nothing but boulders to block the way back. Ben looked forwards and hurried to reach the rest of the Elements and ponies.

--

"Where could Ben be?", Twilight asked after a rather long period of silence.

"I hope he didn't get hurt...", Fluttershy whispered.

Rainbow Dash continued to look down. She kept thinking of how Ben had never exited the cavern. How Fillos had killed him and taken his 'trophy'.

"He's okay. He always is...", Rainbow Dash looked back.

"Maybe we should face the fact that he's gone.", Raptor Eye spoke up.

"Good riddance...", Corrosive muttered quiet enough that nopony else heard him. Suddenly, a small light shone through the corridor. The light began to get brighter, and brighter, until a small winged figure came from the darkness. A blue trail was trailing behind it, as the Elements became over joyed.

"Did anypony miss me?", Ben smiled.

"BEN!", The Elements shouted as they embraced him into a massive hug. Ben smiled as he felt the warmth in the chilly caverns of The Chasm of Shadows. The Element broke away after a while, but Rainbow Dash still lingered, trapping Ben in his hooves. She blushes as she realized that she had hugged WAY too long, and flapped her wings to move away. Ben chuckled until he remembered the situation on hand.

"Okay, we have to get a move o-"

Ben's sentence was abruptly cut short as a screech filled the air and a shadow leapt out and tackled down Pinkie Pie. Shrieks were heard as a surviving Needle Tooth opened its mouth to take a bite of Pinkie Pie. It pinned her down and attempted to sink its teeth into her. Raptor Eye acted on impulse and took his crossbow. A milisecond later, a bolt was sent flying, and it struck the Needle Tooth in the forehead. It fell off and collapsed. Everypony and Ben rushed to see that pinkie Pie wasn't moving. Surely the Needle tooth didn't inflict any damage...

...did it?

Ben observed that no wounds were present on Pinkie Pie's body. Fluttershy crept closer to the unmoving Pinkie Pie.

"Um...Pinkie Pie? Are you okay...?", she whispered.

Then, Pinkie Pie moved.

"Yes. I'm fine."

She talked in a voice that really didn't sound like the hyper-active and possibly mentally unstable Pinkie Pie that everypony loved. And something else was off too.

Her hair was flat against her head, instead in being all puffy. Ben looked at Pinkie's side and found her Elemental amulet on the ground. It wasn't attached to Pinkie's neck. That meant that Eclipse's essence had entered Pinkies' body. Slowly, she turned her head. One look from it made everypony, even Corrosive back up.