Shining had been procrastinating, at the charge his horn was at he could more than easily eliminate Twilight and her partners but, the all too powerful heart was screaming mad at his brain. This was his sister! His little 'Twilly'. The blue aura still glowed and shimmered.

Rainbow was tracing a plan of attack. She floated down to Rarity.

"Rare, I need you to do something with that magic of yours." The pegasus whispered.

"What? And instigate this stallion further?"

"Nope. Distract him. Give me some time to blast out of here."

"What and leave us here? "

"Rarity. Either you help me out or we're dead." The pegasus panned.

Rarity sighed. "I suppose something is better than nothing. What did you have in mind?"

Rainbow got into position. Fluttering up to the ceiling and hovering in place, eyes set on the door. Rarity was hesitant, perfusing much more than she would prefer. Twilight looked to her with concern as she had no idea what was going to happen next. A brilliant flash of light and a woosh of air blasted all but Rainbow as she sped to the exit and out. Nopony could see a thing. Though they could her a loud thud as a large pony had collided with the wall, a sickening stabbing sound, and then, the cries of a Princess as she and her injured husband sit alone in the room as the brilliance faded.

Blood was freely flowing from the stallion, contrasting with his white coat. The gash had come from none other than her sisters' own horn. The hooves were hers as well. Shining struggled to his hooves and gave chase down the hallway while his wife summoned a tracing spell to follow the two unicorns and a dragon who had escaped.

Twilight galloped into another chamber of the castle, this one was similar to the one earlier with the exception that this door was indeed fortified. Rarity could detect, courtesy of her natural ability that the elements or at least one, was inside.

"They're right behind us Twilight!" Spike panicked. "What do we do?"

Rarity had the answer on this occasion. She focused her magic as her horn glowed. Twilight and Spike assumed defensive positions as they could hear Shining approaching the corridor.

Spike lit the carpet before them ablaze, figuring it would stall them. Sadly, a blue aura parted the wall of fire like a certain ancient fairy tale. As Shinning approached Rarity had done it. The elements brust through the fortified structure. Shining was not having this as he body slammed the white unicorn to the wall. He came for Twilight who dodged his advance. Shining shot beams of magic at his sister who managed to out-maneuver all of them in a burst of speed the have never known to posses before. Spike followed her wildly trying to find a way to snatch one element in particular.

Spike hadn't noticed that Twilight was sent slamming into a wall as well with a beam of magic bombarding her being. Spike made the move to bolt over to the scattered jewelry when her was pinned down by a guard. Rarity was still out cold. Shining prepared his finishing spell. The stallion was cold in heart and mind. He was devoted wholly to the Empire and was more than willing to waste his sister then and there.

The three fillies had managed to try, and fail several times at climbing atop one another to reach the elusive patch in the ceiling. Scootaloo buzzing her wings frantically to try to get as much altitude as she could but it was a pathetic pursuit.

The three sat defeated.

"We can't!" Sweetie Belle cried. "We're doomed!"

Scootaloo didn't say anything. She simply got atop the cot and tried again furiously to get high enough to at least reach something to aid her ascent but no luck. She came down on the mattress with a thud. She lay face down. Not making a sound. She was truly at a loss.

Apple Bloom approached the bed and inspected its design and make. "Get off the bed Scoots." She said.

"Why?" The pegasus was interested.

"Ah go an' idea." Apple Bloom smiled. "Might as well try it."

Scootaloo hopped off watched the farm filly examine the distance from the floor to their destination. Sweetie Belle came over to see what was going on. Apple Bloom then put her hooves to work, using brute force to push the bed over to its side. Scootaloo joined to help and with time the two were able to tip the bed over.

"Ya sssein' mah idea?" Apple Bloom smiled.

"Kinda." Scootaloo thought, "Still, I can't even get high enough to get on this bed."

Sweetie Belle gazed up at the beam they needed to get to. An idea formed in her little mind as well.

"I got it!" Sweetie Belle bounced with anticipation. "We'll burn it!"

"What?" The two other fillies looked puzzled.

"We'll get Scootaloo on top of the bed and then we'll make the beam fall down!"

"How the hay is that gonna help?" Apple Bloom glared.

"Trust me! If we get this right we'll be out of here in no time!"

"But," Scootaloo added, "If we get this wrong, We're really screwed."

The three fillies at in deep thought.

Scootaloo cast a sly grin towards Sweetie. "Nothing to lose I guess."

Apple Bloom got to the side of the bed with Sweetie climbing on top. Scootaloo struggled to the top of Sweetie Belle and stood on her trembling back.

"Hurry up will ya!" Apple Bloom complained as her hooves wobbled from the weight.

Scootaloo took a deep breath and buzzed her wings with all her might and grabbed on and pulled up to the edged of the bed.

"Yes!" Apple Bloom cheered as Sweetie got down. "Now what were you sayin' about burnin' somethin'?"

"Stand back Apple Bloom. Scootaloo, get ready." Sweetie Belle's horn started glowing.

"For what?" Scooraloo asked puzzled.

"You'll know." Sweetie smiled.

Scootaloo watched as smoke started to seep from the edge of the beam above her head. It began to turn black as small embers started forming along it. Scootaloo knew what to do. She readied her wings and had her eyes set on the end. As she heard the beam crack she jumped to the side and the rest moved in slow motion.

The wooden support fell to 45 degree angle and slammed into the mattress which fell with the rest of the cot. Though Scootaloo was well into the air and landed atop the beam. In the same, state of impaired time she charged up the beam and towards the patch, lowering her head preparing for direct impact. She burst through, only to find time return to its normal speed and her flailing to grab hold of the edge of the rim of the tower. Below was a sickening and fatal drop to the ground. She managed to scramble to the top. She was pleased to see her friends cheering from inside. Now came the issue of getting them out. She climbed to the point of the roof and clung to the flag staff as she observed her surroundings. They were very high up either way she went, though she settled on the closest route to the ground.

The little filly prepared her little wings again as she dropped down like dead weight towards the bridge below. The final few meters she buzzed her wings to bring her to a gentle landing. Looking back she could see the height of their tower as it sat well past the cliff that the castle was situated on. Her stomach did not react well to the realization of how close she was from plummeting to the valleys below. Regardless she continued over the bridge and saw smoke coming from the tower directly in front of her. Noting this she headed to the door of the original tower which was carelessly unlocked. Muzzling it open she charged up the spiral stairs, straining her little hooves for what they were worth. She reached the door and slammed it open. Her friends galloped out to greet her.

"Ya did it Scoots!" Apple Bloom cheered as she hugged her friend.

"We...We did it." Scootaloo smiled as she was panting heavily. Her wings and hooves were beyond throbbing and aching.

Rainbow Dash and a rather reluctant Fluttershy were scanning the skies above the castle grounds. As the approached the city proper they saw some familiar colors approaching them. Four to be exact.

"Time to finish these faggots." Rainbow teethed as she tensed up and prepared to kill. Fluttershy hovered idly, scared for her life.

"So it looks like we do get to murder a stubborn pony after all!" The foremost mare chirped. "Your lucky that daughter of yours knew her place or you'd have to settle for second place."

Rainbow's eyes widened. "Scootaloo!? What did you do to her?"

"Oh don't worry Rainbow Crash, she's jus-" The mare was cut off by a hoof to the face. Before she could react she was on the ground. The sound of her spine snapping was fairly audible.

"She's dead you cunt." The mare smiled devilishly. "And you're about to join her."

Rainbow was sent into a stray cart. Three Wonderbolts surrounded her.

"Any last words bitch?" The Wonderbolts hissed. They then pounced. Beating Rainbow relentlessly. She was pinned and could go nowhere. Her vision became blurred and bloody.

"Make it quick." Rainbow whispered, "I miss her."

Fluttershy watched as her friend was being annihilated. She wanted to help but she was mortified. Her mind gave her a grim picture, Scootaloo sitting over a grave, clinging to the stone tightly. 'Why didn't she do something?' The filly wept, 'Why didshe let mommy die?' She imagined the outcast, her friends would disown her for her failure. All because she stood back and let some bullies kill her friend.

Meanies.

"Nobody....hurts my friends and gets away with it!" Fluttershy suddenly was awash with a burst of anger and perserverance. She swooped down at impressive speeds and charged towards Rainbow's attackers. Tackling one to the ground.

"You little bitch!" The Wonderbolt howled, Fluttershy did not listen, she wailed on the mare like her life depended on it.

"Hey, Fleetfoot!" one of the Wonderbolts hollered. "Go check on the little brats, make sure they're still there and give that orange one a little punishment for her dumb shit of a mother!" The mentioned Wonderbolt was off. Though no sooner was the hollering mare being choked. She squirmed to free herself, slamming her hooves back to try to hit the cyan pegasus that was holding her down. She felt teeth baring into the back of her mane.

Fluttershy was holding her own against Blaze. She took some good hits and, given her fragile nature she took it worse than most but she did not accept defeat. She kept swinging at the bastard.

"You just don't quit do you?" Blaze mused,

Fluttershy said nothing as she continued keeping Blaze busy dodging her futile attempts to strike him.

"Where is my daughter." Rainbow demanded as she continued to slowly kill the wonderbolt on top of her.

"I'm not telling you shit you trator." The wonderbolt spat. She broke free and hovered in the air triumphantly. "As I said Rainbow Crash, ain't telling you-" She was cut off by an a large splinter being shoved into her throat. She was again pinned by a broken and bloody pegasus.

Rainbow said nothing as the mare below her slowly faded from life to death. She turned her attention to Fluttershy who was in a similar condition, but holding up fairly well.

Blaze had not seen what went down with her comrade, but looked on in horror as a rainbow colored streak came bounding for him. He was in the air at inexpressive speeds.

"This ....This is for my foal." Rainbow teethed as the wonderbolt was sent flying into a explosion of color. The sheet force of the rainboom sheered his body in half.

The explosion rocked the room as Shining towered over his sister whom her had just impaled.

"You have given me no choice Twiliy." Shining said sternly. He prepared his finishing spell, fatal to anypony, and, likely Twilight as well. Just as he was to finish her off, a pink beam of magic shot him from behind. Breaking the spell. He was startled to see Cadence.

"I can't do this Shining! I can't let you kill her!"

"Cadence now is not the time for your antics, She is a threat to the empire and must be nuetralized!"

"She is your sister!"

"She had caused reprehensible harm to our city, I will not tolerate it!"

"If you're going to kill her, you're going to have to go through me first." The princess was stern with her words as she fired another beam towards her startled husband. Shining wasted no time charging at her. The two exchanged blows from their hooves and misfired shots of concentrated magic as the rolled around the room. Spike took this chance. He lept to the elements and tossed it to Twilight. She scrambled to her feet and placed the element of magic upon her head. A coursing heat filled her body as her horn animated with color and vibrancy. Soon, it began to glow. The feeling was back.

The element was promptly discarded as Twilight charged her horn.

"Shining?" Twilight crowed.

The two royals froze as they saw a very pissed off unicorn with a glowing horn and fur that was going pale.

"Time's up." Twilight shot a beam of magic as she burst ito flames, spiraling towards them. Without warning they were sent through the wall of the structure. Lifeless, motionless, both the Princess and the prince plummeted to the ground thousands of meters below. There was but silence as Twilight tended to Rarity.

Spike looked through the new hole and down to the ground seeing but trees, rivers, and clouds. No sign of their agressor.

"They're dead." Spike confirmed.

Twilight helped Rarity to her hooves. "So they are." Twilight answered. Motioning Spike to follow the two unicorns into the hallway towards the throne room.

They were startled to see Rainbow and Fluttershy both on their hooves and trotting towards them. Their battle scars were clear as day.

"Thank goodness you're okay!" Rarity squealed as she went to hug her animal-loving friend.

"We're not." Rainbow panned. Her face and body was pale and her eyes were full of hate.

"They killed her." Rainbow spat. "They killed my foal."

Twilight's eyes widened. "...No...how did they?"

"What of my sister?!" Rarity panicked.

"I don't know about the other two." Rainbow added. "But I know that bitch is going to pay for this." It came out cold, whatever life the pegasus had didn't matter anymore. It was clear any objection would be met with unthinkable force.

It was Rarity's turn to join Rainbow in her plight. She assumed the worst. She knew that Sweetie Belle would do anything for the orange filly and as a result she likely was gone as well.

"I'll be right behind you." She said. Standing by Rainbow's side. "I owe Sweetie to give it my best."

The four turned to hear the sound ot three galloping fillies.

"Mommy!" Scootaloo squealed as she galloped at full speed towards Rainbow Dash who scooped her up in a tight embrace, kissing the filly on the forehead. Sweetie Belle was with Rarity. Muzzling her sister's coat whist crying tears of joy. Apple Bloom was with Twilight.

"What happened to you girls!" Rarity asked her sister.'

"We were foalnapped by them Wonderbolts." Apple Bloom answered.

"They tried to look us in a tower!" Sweetie Belle squealed.

"But, we worked together and managed to escape." Scootaloo grinned. "I knew you weren't going to give up!"

Rainbow Dash looked at her filly holding her close.

Her filly.

I'm afraid we're not out of the woods yet." Twilight said. A frown returned to her face.

"Right!" Rainbow recalled. Gently setting Scootlaoo down.

"What are we going to do with the girls?" Rarity asked. Still holding on to her sister.

The three mares looked to Fluttershy. She already knew what they asked of her.

"Of course I will girls. They will be safe with me." The cream colored pegasus said.

Scootaloo suddenly lept towards Rainbow Dash again. "You're not going anywhere without me!" The filly demanded.

"Scootaloo, no." Rainbow barked, "I already came this close to losing you, that is NOT going to happen again now stay with Fluttershy while we take care of this old hag."

Scootaloo's eyes watered. She refused to let go. "NO. You are not leaving me anymore!"

"Scootaloo, please. I promise I will come out of this alive, we will go home and we'll set things right. Okay?"

Scootaloo looked up Rainbow Dash. Trembling wildly. "You promise?" Her voice was weak. She was tired among other things and just wanted to be with Rainbow Dash more than anything.

Rainbow pulled her filly back into an embrace and kissed her on the cheek. "I promise." Scootaloo finally squirmed free and went with the other fillies who were by Fluttershy.

As if on cue a large bright sphere of light flashed in the room. It took the shape of Princess Celstia who looked anything but pleased. She hovered above the four mares who stood ready to attack.

"So this is how it is going to be." Celstia boomed with a cold, chilling voice. "My most faithful student had become my most mortal enemy. Very well then."

With that the lights of the room were extinguished and the floor below them buckled and dropped as if it were an elevator. The fillies screamed in terror. Though the ground below appeared to give way, they were still standing in mid-air. The sky outside shifted from blue to red, casint an all but terrifying shade on everyone and everything. Celestia's eyes turned to an all familiar green as her flowing mane turned a liquid-looking black with purple highlights.

"You have one final chance to surrender Twilight Sparkle" The same cold voice boomed, now echoing violently through the seemingly endless space. Twilight looked to the fillies and Fluttershy who cowered in their corned. Sobbing and wailing. She looked to Rarity and Rainbow Dash who stood beside her. Determined to end this once and for all. She looked the princes straight in the eye.

"We will not surrender." Twilight replied.

"As you wish..." Celestia began as another series of horrific displays came into view. Fluttershy screamed with terror as the fillies were levitated against their will in a red aura and swirled around the princess as if they were in orbit of a celestial body.

"PUT HER DOWN!" Rainbow cried as she charged at the princess, only to strike an invisible electric barrier sending untold voltage through her body, her fur and mane being distorted with a wave of odd black and red bubbles. She eventually was flung into the wall.

"You didn't possibly think I was going to make this easy." Celstia cackled. A sinister voice that would make Nightmare Moon tremble with fear.

With that the fillies disappeared. With a poof. It was Twilight's turn to make a mistake. She charged her horn and fired a series of magical beams at the princess only to have them deflected and strike her back. A sickening feeling came over the mares as again, they felt as if they were dropping in an elevator, through they were not moving at all, the feeling was there and it was strong. Celestia laughed maniacally.