The Needle Tooth Elite sailed through the air and emitted a low whining sound as the blades sliced through the air. Fearing her imminent fate of she did not take action, Rainbow Dash rolled to the left and barely avoided getting her coat skinned off by one of the Elite's swords. Frustrated with slashing nothing, the Needle Tooth sliced to its right and caught Rainbow Dash by her left hind leg. Rainbow Dash yelped in pain as her leg began to feel warm and wet. She looked upwards, the and Needle Tooth was skittering across the ceiling like an enraged spider. It leapt down attempted to skewer the pegasus. Rainbow Dash however found a rather small crate at her side as she was galloping away from the Elite. She positioned herself accordingly, took half of a second to find her target, drew in her two hind legs, and gave the hardest back she could ever attempt in her lifetime at up to this moment. The crate was sent airborne at the already airborne Needle Tooth. Seeing no way to avoid the incoming projectile, the monster braced itself for impact. The crate smashed into tiny splinters, drew the Needle Tooth off-course and sent it crashing down into another larger crate. Splinters were sent flying as Rainbow Dash found the Cutie Mark Crusaders holed up next to another large crate. She touched down gently, and stumbled due to her leg injury.

"There you fillies are. Look, I want to to go for the exit as quietly and as fast as you can. When you get outside, run for Shining Armor's cabin. Okay?", Rainbow Dash pleaded.

The fillies nodded.

"Okay, be safe and-"

Rainbow Dash's last sentence was interrupted by the Needle Tooth locating her and tackling her down to the ground. The two rolled on the splintering wood surface.

"Rainbow Dash!", Scootaloo screamed as the Needle Tooth towered over her.

"GO!", Rainbow Dash demanded. The fillies turned and ran as fast as their little legs could carry them. Rainbow Dash looked up just in time to see the monster slash her chest open with its five-inch long scythe-like claws. Blood flew as the pegasus screamed in pain. Rainbow Dash opened her eyes with a much more enraged looked and sent the attacker off of her with a powerful kick with both of her hind legs. Rainbow Dash stumbled upwards and began to feel unnaturally tired. Dash's vision began to get more and more burry as time passed, and after a while, everything seemed distorted.  The only thing that she could see clearly was the Needle Tooth lunging again and preforming a much more dangerous attack.

The Needle Tooth Elite sank its teeth into Rainbow Dash.

If Rainbow Dash had ever felt great pain in her life, nothing prepared her for this moment. Ten complete seconds of pure agony and burning. As Rainbow Dash squirmed, the monster held its grip tighter and meshed its teeth around. The pegasus then felt something else adding to the pain. Something was being ejected into her. The Needle Tooth Elite let go gently and formed a sickening smile with its mouth. Green slime formed around the borders of its teeth, and it drew one of its swords.

"Master will be very pleased of my trophy from the Element of Loyalty."

The sword inched for Rainbow Dash's neck. The pegusus could only close here eyes as the venom was taking effect by keeping her still. Out of nowhere, a yellow blur rushed up to the Needle Tooth, ran up a slanted crate, and shoved both of its legs into the monster. Applebloom flipped backwards and did a curtsy much like her sister's. The Needle Tooth stumbled backwards.

"You puny whelp!", The Needle Tooth Elite growled. Then, a sword rack behind the monster began to glow. Two blades levitated off of the rack and angled themselves to attack the Needle tooth. Rainbow Dash turned to see the source of magic, and found Sweetiebell straining to use her horn. Sweat was beading on her forehead and she could hardly keep the swords up. The Needle Tooth saw through his non-existant eyes and jumped upwards the avoid the blades charging at him. Its dodge was successful, and the two swords flew underneath. Realizing this, Sweetiebell strained even harder to reverse the direction of the blades, and send them back hurtling at the Needle Tooth. This time, collision was unavoidable. The monster gave an eerie and horridness screech as its wings were sliced clean off. Black blood gushed out like a river. The two fillies screamed and drew backwards at the sight. However, one didn't, and she had a score to settle. Scootaloo used all of her might to get her tiny wings fluttering rapidly. Through the corners of Rainbow Dash's failing vision, she saw Scootaloo levitating off the ground ever so slightly. Scootaloo lunged with great velocity at the Needle Tooth and smashed it straight in the chest. Due to the fact that the Needle Tooth was just recovering from getting its wings slashed off, Scootaloo managed to knock it off its feet and send it sailing towards a window. The monster crashed right through and screamed as it fell towards Equestria.

"Way to go squirt...", Rainbow Dash smiled as she began to fade away.

"Omigosh! She doesn't look so good.", Scootaloo panicked.

"Come on Crusaders! We have ta' take her to Shinin'!", Applebloom said through her fatigue. The other crusaders got underneath Rainbow Dash and lifted her up with all of the strength they had. They slowly climbed up the wooden steps with the weight of Rainbow Dash and reached the upper deck. Immediately, they saw the battle field in the sky before them.

Cannons erupted from the massive airship and shot down more and more creatures. Ben's Gatling cannons were bearing extreme effect against the enemy, but the Crusaders could see him getting worn-down. The buzzing stopped as Ben's guns were overheating. He turned around and stared wide-eyed at the Cutie Mark Crusaders who were trying to lift Rainbow Dash. With one flap of his massive wings, Ben landed next to the fillies and the pegasus.

"Holy shit! What happened?!", Ben demanded.

"One of those monsters bit her. I don't know what's wrong with her.", Scootaloo replied.

Ben carefully turned Rainbow Dash over and saw the bite mark. Already, he could tell it was the source of the problem. It was oozing out green slime and it smelled like death. Ben waved his hand in front of his nose to try and cancel the smell. Then, Ben looked at the fillies, who still seemed quite shaken up.

"Are you three okay?"

"Yeah, we're fine. What are ya' goin' to do with Rainbow Dash?", Applebloom wondered.

"Give her here. I need to take her. You fillies get to Shining Armor's cabin and look yourselves in."

"Alright!", the fillies shouted in unison.

Upon seeing the fillies flee the battlefield, one said, "Cutie Mark Crusader Life Savers YAY!"

Ben looked down at Rainbow Dash. She was turning pale and it drove a katana into Ben's heart to see her like this.

"Hold on Dashie."

Ben began to make pace across the deck of the ship and found three Needle Teeth blocking his path and slowly walking towards him, swords raised. Ben pulled out his lucky M9 from his hip and fired bullet after bullet at the monsters. One by one they fell, until the last one jumped up and slashed with one of its swords. Ben stumbled back slightly to avoid getting his face cut off and fired a bullet directly into the Needle Tooth's head. Black blood splattered out and Ben pressed on. Shining Armor stabbed down a Needle Tooth and found Ben trying to carry Rainbow dash amongst the battle raging on around them.

"Righteous Light! Protect Benjamin!"

Righteous Light kicked off a Needle Tooth with both wings severed from it and acknowledged the order. He rushed towards Ben and Rainbow Dash and shot down a Needle Tooth from the air with a bolt of magic. He got around the human and the out-cold pegasus and signaled them to come into this direction with a point of his hoof. Ben managed to exit the upper deck and began to step down the wooden staircase to the next floor down. He kicked open the door to the nearest room and set Rainbow Dash down on a bed that was lining one of the walls. He positioned her accordingly on the cot and stepped away from her. He stared down at her pale body and leaned down to her. He began to stroke her mane and put his chest to her heart. After a few seconds, Ben felt her chest twitch and drew his head upwards. To his surprise, Rainbow Dash opened her eyes slowly and turned her head to her side. Her passive look faded into a smile and she reached for Ben's hand. Ben opened his fingers and Rainbow Dash's hoof slid in. To Ben, her hand was warm and had a funny feeling to it. He guessed it was her fur, but he let go, which disappointed Rainbow Dash.

"Sorry, but I have to take a look at you."

Ben rose one of Rainbow Dash's forelegs and examined the bite mark. it was still dripping green slime, which Ben guessed was a venom of some sort.

"This came from a Needle Tooth?"

Rainbow Dash nodded.

"Hmmm...I need to go up to the deck and finish off the remaining monsters. Then, Shining and Righteous need to get a look at you. Hang on. Okay?", Ben muttered. Rainbow Dash nodded slightly and closed her eyes. Ben got up and gently shut the door behind him. He looked down the hallway, advanced down it, and walked out to the upper deck. More flak was exploding around the sky, and the enemy was in much smaller numbers than before. Ben still had a job to do. His wings shot out for his back and his 20mm Vulcan Gun System began spraying lead into the air.

--

"My Lord, I must ask why we are straying away from our path from Canterlot.", Corrosive spoke without shifting his eyes to bearer of The Elements Of Corruption as they shot across the sky at super-sonic speeds.

Eclipse narrowed his eyes underneath his mask. Specifically, the mask was an Oni face, something that clearly gave intimidation.

"If any of my other subjects asked such an inferior question, I would splice their internals. But, I need you for my plans, and I promised you that after my raze of Equestria, I would build up my ideal world and make you and Rainbow Dash the last surviving Equestrians."

Corrosive smiled at the picture of him and Rainbow Dash as the last two ponies.

"And...you swore to erase her memory. Right?"

"Of course, my pawn.", Eclipse smiled underneath his mask.

Corrosive could not stand that "human" thing around his love. He knew that he was in love with her, and he had to kill him.

"Eclipse, I would like to kill the human."

"Celestia's pet you mean? Fine. I have no use to kill it."

Corrosive looked at his hoof and glared at it.

"Now, if you must know the reason we have diverted from out path, is due to the fact I need to receive as much magic as possible to transform into my true self."

"Where would that be my lord?"

"In a kingdom of crystals..."

"The Crystal Empire?"

"Yes. It has been quite a while since I have seen Equestria. It has been quite a while since my empire had fallen due to my sisters."

The dragon-pegasus hybrid and the deity of corruption flew faster until a faint pink dome came onto the horizon. Immediately, Eclipse slowed his flight speed, and Corrosive did the same. They touched down on the new grass lands outside the Crystal Empire. Eclipse slowly walked forward and snarled in disgust.

"What is this?! The Crystal Empire is a land of slavery!"

"My lord, The unicorn, Shining Armor and his wife, Princess Mi Amore Cadenza had prevented another attack on the crystal kingdom when Sombra had attempted a take-over."

"Wait, who was this "Shining Armor's" wife?"

"Princess Mi Amore Cadenza. Why is it your concern my lord?"

Eclipse smashed his cracked hoof into the ground, making a tiny fissure appear on the grass.

"It is my concern due to the fact that she is my niece. So yes...IT IS OF MY CONCERN!", Eclipse lashed out at Corrosive and grabbed him with one hoof. The dragon-pegasus hybrid gagged and padded Eclipse's forearm to let go. Eclipse forcefully slammed Corrosive into the ground and smiled into the sky.

"My niece now runs this empire, the better for me. Come, we attack now."

"My lord, is it wise was attack without an army to support us?"

"Don't you get it? Equestria is WEAK!", Eclipse growled as he trudged forwards toward the pink shield over the kingdom of crystals. He simply trudged up towards the edge of the shield and peered inside. Ponies of crystalline structure were trotting around without a worry to their lives. Unaware that the deity of corruption was right at the shield, the only thing isolating him from the city.

"Corrosive, attack that pathetic shield."

"As you wish, my lord."

Corrosive lunged upwards, and his dragon-like wings spread and sent him hurtling upwards. He reached maximum altitude and he hovered over his target. With a closing of his wings, he dived down and flexed out one of his hooves to preform a malevolent strike.

--

Cadance stumbled backwards in her throne room as she was just going around and watch everypony trot around happily and do their everyday tasks. Cadance rubbed her forehead and shook it.

"Ugh. I wonder what that was all about.", she muttered to herself. Cadance poked her head out of the window and looked at the shield. However, it was not the shield that had caught her eye. Rather it was the faint silhouette of a pegasus flying upwards, trying to batter the shield. She narrowed her eyes at it as she tried to focus it out. Suddenly, the pegasus dived again and smashed into the shield with greater force. The Princess's head throbbed with pain once again and she fell to the hard, and cold crystal surface. She recovered and looked at the figure again.

"What in the name of Equestria? A pegasus can't cause that much damage to the shield. Let alone...why would it attack it?", Cadance said as she turned her head to another silhouette that seemed to be patiently waiting at the edge of the shield. Suddenly, there was no more edge to the shield. The force field suddenly shattered to pieces as the pegasus smashed straight through it. He landed on the ground and caused a panic among the civilians.

What happened next truly made the Princess panic in terror. There, standing right outside of the once-standing shield, was a much larger pony. Black coat, grey mane, and wearing some sort of hideous mask. It looked like some sort of really tall unicorn, but it spread a pair of wings and it took flight.

"I-It's an alicorn. Wait a minute, the Crystal Empire is under attack!", Cadance screamed as two guards arrived into her throne room.

"Crystal Princess Cadance, two ponies are causing massive destruction to the kingdom. One is just destroying everything, and that black unicorn is no where to be seen.", one of the guards spoke.

"Get that pegasus under control. I need every other guard to protect the Crystal Heart. It's surely what that alicorn is after."

"Alicorn?", one of the guards blinked.

"I need those orders carried out immediately.", Cadance ordered.

"Yes Princess."

The two guards rushed down the seemingly endless flight of stairs leading down to the ground. Cadance looked out a window. The pegasus was spewing out flames from its mouth and torching the civilians down below.

"What the..."

"How could a pegasus breath fire?", she thought.

Then, her attention turned to the alicorn. But, it was no where to be found. Unknown to her, it had already penetrated the castle.

--

Eclipse casually walked forward past two dead guards who had so unfortunately encountered him when they reached the bottom of a very large stairwell. Eclipse stopped in front of the crystalline castle and stared at the wall. Suddenly, Eclipse's horn glowed a blood red and a rune symbol etched itself into the air above his horn. The symbol disappeared all at once, and Eclipse phased through the wall. He took a look at his surroundings.

"Hmmm...must be the lower wells of the castle.", Eclipse growled. He continued to walk forward and began to climb a flight of stairs. He reached the next floor, and found what he was looking for. It was a turquoise heart-shaped crystal, that Eclipse knew powered the entire empire. Something he need to gain even more power. Celestia's student wouldn't be nearly enough to reach his "true form".

"Yes...the Crystal Heart..."

Eclipse walked forwards and took a good look at the crystal.  He examined it carefully, then abruptly ripped it from its holding alter. He glared into the crystal with as much hatred as possible and muttered to himself.

"Element of Greed. Rip the very power of the Crystal Heart.", Eclipse smiled dreadfully. The crystal began to shudder. Then, a black cloud seemed to be forming inside the Crystal Heart. It began to crack and Eclipse's eyes grew in amazement. He looked down. All of his scars, wounds, and injuries began to scab over with red crystals. His body began to grow crystals all over him as the Crystal Heart was ripped of its magic. Eclipse laughed maniacally as his body was now protruding crystals everywhere.

It felt good.

Eclipse smiled at the now lifeless crystal that he had stolen the magic from, and tossed it aside.

"HALT!"

Eclipse perked his head to the left and found guards pouring out of the large doorway. He looked to his right and found even more coming out of another archway. They formed up in a circle, drew their swords and shields, and pegasus guards up above aimed crossbows at Eclipse.

"Back down and we will- wait, where is the Crystal Heart?!", one of the guards began to scan around the room, and found it lying at the alicorn's hoof.

"What heart? This one?", Eclipse said with no smile. He brought up his hoof and smashed the heart to pieces. The shattered remains of the heart evaporated into Eclipse's body and he shuddered as the crystals grew even longer on his back.

"He's stolen the Crystal Heart! Pegasi, fire!"

The flying crystal ponies suddenly lost their crystal skin and looked down at themselves in shock. The same thing happened to the unicorn guards down below.

"Think nothing of it! FIRE!", the unicorn guard commanded once again. The pegasi recovered and aimed their crossbows down below. A little less than one hundred bolts were sent hurtling at Eclipse down below. Eclipse just raised an eyebrow and a blood-red shield formed over him. The bolts bounced off uselessly against the force field. Eclipse deactivated the shield and looked up at the pegasi, who were trying desperately to reload. The alicorn's horn blowed black this time and a different symbol was etched into the air. The pegasi had no time to register what happened to them, the the unicorns certainly saw what had happened. The pegasi and all of their limbs snapped in the direction they shouldn't be. Their heads recoiled backwards, their legs snapped to opposite direction, and their wings were broken in half. The lifeless bodies were just tossed aside by Eclipse's magic, and next, the unicorns pointed their spears at Eclipse.

"CHARGE!", one ordered as they all galloped forward. They angled their at Eclipse, who was drawing a new symbol into the air with his horn.

"HYAAAAHHHHH!", Eclipse shouted as a massive shockwave erupted from his position and blasted the guards out of the crystal windows. They screamed as they fell helplessly down towards the ground.

"Well, lets see what this heart allows me to do.", Eclipse muttered as he raised a hoof. The ground beneath the unicorns grew jagged black crystals that stuck out of the ground like spears. One of the unicorns actually got to see the sight on the ground and screamed even louder. One by one, blood splattered as the unicorns were impaled on the crystals . More civilians screamed down below, and were silenced by another carpet bomb of fireballs by Corrosive. His diversion had been a successes for Eclipse to get to the castle without trouble. Now, he had to find his niece.

The alicorn trudged up the stairs until he reached the top floor. He turned his head, and he found his niece, Cadance, gathering what just happened to the unicorns down below. She had lost her crystalline structure, due to the Crystal Heart loosing its magic.

"Isn't it lovely?", Eclipse smiled. Cadance whirled around and glared at Eclipse.

"You! I demand to know who you are!"

"Ah...Celestia and Luna must have wiped your memory, along with many others. No?"

"What?"

"Please, don't resist your uncle, Cadance."

"Y-your not my uncle. I never had an uncle..."

Eclipse slowly walked forward.

"You shall be another addition to my fuel for my true form.", Eclipse said as he shot out a beam of black magic at Cadance. The Princess on the other hand, intercepted it with a golden spear of magic that caused Eclipse's spell to fail.

"Hmmm...so that is how its going to be. I would hate to have to defeat my own niece."

"You won't defeat me you monster! You murdered those guards out there!"

"Enough, Cadance. Stand down."

"No!", Cadance screamed as she shot forward a sphere of golden magic. Eclipse didn't have time to react as the sphere collided with Eclipse's mask. No damage was done to it, but Eclipse was blinded and his ears rang from the sudden bang. As his vision returned, Cadance stepped away from a large chest and faced Eclipse. She was dressed in golden armor and bore a sword made entirely of diamond, a shield of gold,a nd was standing on two hooves with her wings balancing her.

"Ah, finally following in the footsteps of your warrior ancestors?"

"Shut up!", Cadance lunged forward with her sword aimed at Eclipse's chest. Eclipse aimed a well placed kick into Cadance's gut and sent her staggering back, gasping for air.

"Yes, my niece, a decedent from the Black Gem Empire King, Argoth. This is truly a battle of my standards."

Eclipse got on his twos and flexed out one hoof. A giant black Katar blade attached itself to Eclipse's hoof. The alicorn held out another hoof, and an identical Katar was attached to his other hoof. Eclipse raised both arms, and grey armor studded his body. He pointed a Katar at Cadance and growled.

"Now, a battle of the last Black Gem begins."

CADANCE VS. ECLIPSE

COMMENCE EPIC BATTLE MUSIC!

Eclipse roared and lunged forward. He swung down both of his massive Katars, which were stopped by Cadance holding up her shield. Sparks flew as the Katars grinded on the shield and let out an ear-piercing screech. Cadance threw away Eclipse, who backflipped and landed with nearly no sound at all. Cadance's horn charged up and fire a beam of golden magic. Eclipse angled his Katars and the beam was deflected off and smashed into the ceiling. A portion collapsed and seemingly buried Eclipse. Cadance slowly approached the wreckage, and Eclipse smashed out of it. She lunged again and spun in the air, creating a spiraling blade attack. Cadance held up her shield and more sparks flew as the shield barely held against Eclipse's onslaught. She pushed Eclipse off and swung with her sword. Eclipse brought up a Katar and intercepted it, creating a very frightening "CLANG!". Cadance withdrew and swung again, only to be met by another Katar interception. Eclipse's horn glowed red and blasted Cadance right in the face. She was sent flying and crashed into the wall. She fell down and staggered to her feet, but fell flat on the ground. She tried to get up, and open her eyes, but when she did open them, she found Eclipse standing over her with a Katar in hoof. He jabbed it down, and Cadance rolled out of the way. He stabbed with the other, and Cadance dodged it again by rolling. Cadance kicked away Eclipse, who landed on the ground, as if no harm came to him. Eclipse roared again and he held out on of his Katars. His horn glowed back, and the crystals on his back turned the same color. It was at that point Cadance saw the crystals and realised that Eclipse had taken the Crystal Heart.

"Oh no."

Eclipse raised one of his Katars, and a black crystal formation erupted out of the floor. Then, more and more black crystals spouted from the ground in a pattern-like sequence and was direct towards Cadance. When the formation reached her, a massive explosion riddled the castle and black crystal shards flew everywhere. Cadance appeared with a pink forcefield around her and picked up her sword and her shield. Eclipse scowled underneath his mask and preformed another crystal magic-based spell. Three of the crystals on his back unhinged and floated upwards. They began surrounding Eclipse and began moving in a circular motion around himself. Cadance's eyes tried to keep track of how fast each crystal was moving, but found her eyes resting on one that broke away from the rest and was sent flying at her with the point aimed at her eye. Cadance's eyes widened and held up her shield. The crystal impacted and the other end stuck out the other side, indicating that the crystal had pierced the shield, but had not continued through. Eclipse sent the other two floating crystals at Cadance, who backflipped out of the way of one and knocked down the other with her sword. The other crystal of which she had dodged reversed direction and impacted itself into her back. The armor was pierced and a small stream of blood began flowing out. Cadance felt pain like never before with the crystal in her back and she glared at Eclipse.

"What do you want from me?!"

"Your magic..."

"What for?!"

Eclipse lashed out again and stabbed with both Katars at once. Cadance flipped over Eclipse's head and attempted to slash his back, but she realized too late that Eclipse had crystals growing out of his back, so her attack was useless. Eclipse reared and slashed at Cadance's neck. She ducked and the Katar barely skinned her horn. Eclipse slashed again, and Cadance parried. The Princess bashed Eclipse with her shield and sent a sphere of golden magic hurtling at Eclipse. Eclipse  could only look up as the sphere connected and sent him hurling towards a wall. Eclipse smashed a hole into it, and was dug in. Cadance came forward and held the sword at Eclipse's throat.

"Surrender, and your life will be spared.", she said calmly and in a rather sweet voice. Eclipse grunted and put a hoof on his mask.

"What are you doing?"

"This."

Eclipse ripped off his mask.

Cadance's pupils shrunk dangerously small. She stumbled backwards and her breathing seemed to slow. Eclipse put back on his Oni mask and he got up from the hole that he was buried into the wall. Eclipse took one of his Katars and spoke.

"Celestia and Luna did that to me. Must I really walk this land with such wounds?", he growled as his horn glowed once again. A symbol was etched into the air and the castle began to rumble. Eclipse smiled as Cadance returned to her senses. She tried to slash, but Eclipse's face reappeared in her mind. She was stopped and Eclipse slashed upwards. A tiny cut appeared in her armor, and the smallest trickle of blood flowed down her armor. She looked up and found crystals crashing into the floor and the entire castle collapsing on itself. Eclipse now prepared a new spell. Two beams shot out and interwove in a double-helix pattern. They collided with Cadance's forehead and smashed her out the window. Eclipse looked down and saw Corrosive fly underneath and catch the falling Princess. Eclipse looked back into the castle and found everything falling in on itself. Eclipse teleported after muttering to himself.

"As the last Black Gem is defeated."

Eclipse teleported.

"I must gain my true form."

(End Music)

--

Eclipse reappeared and looked back at the Empire from its borders. Everything was in flames and collapsed to the ground.

"My lord, she is unconscious."

Eclipse walked over. He shut his eyes under his mask and concentrated. His horn glowed and another symbol was etched into the air. Cadance suddenly disappeared and reappeared as a small amulet. Eclipse picked up the amulet with his magic and examined it. The amulet had Cadance's Cutie Mark design, much like the Crystal Heart's appearance. Eclipse placed the amulet net to another, bearing Twilight's Cutie Mark.

"What must we do now, my lord?"

Eclipse looked into the sky.

"We head for Canterlot to begin my perfect world..."

Eclipse adjusted his mask, and Corrosive for once got a close-up look at it.