Throughout Ponyville, the town's buildings are all being destroyed, one at a time as more cycle shaped crystal bodies erupt from the ground. Energy emitting from them as they all begin to glow neon purple. At the town center, Spacetwilight roared out at the darkened sky, her cry like an evil goddess of war as crystals float and orbit around Spacetwilight, Twilight, and her friends. As well as High Teck and Princess Luna.

Spacetwilight laughed as she watched the ponies around her cower in fear. "My Little Ponies, You shall all serve under my rule! Thoughs who refuse me shall be exterminated!"

"I HAVE HEARD ENOUGH!" Princess Luna yelled with her Traditional Canterlot voice. This easily drew Spacetwilight's attention to the Lunar Princess. "OUR PONIES SHALL NEVER BOW DOWN TO SOMEONE AS TWISTED AS YOU!"

Spacetwilight looked at Luna for a few seconds before laughing as if she heard a joke. "Is that so, hmm? Do you truly believe you can defeat me? Many have tried and all have fallen by my hoof! What can you Possibly Do?"

"It is true I cannot defeat you, but one pony here can!" Luna said looking at Twilight sparkle that looked back at her.

"YEAH and she ain't alone either!" Applejack said walking by her Unicorn friend's side. She was followed by the rest of her friends.

"That’s right!" Rainbow Dash responded with a confident smile.

"No Space-Pony is gonna come along and ruin our Parties!" Pinkie Pie said in a serious tone, which is rare for her.

Rarity nodded "You got that Right, Darling! Not to mention your armor is absolutely appalling! Such an offense to Fashion must not but gone unpunished!"

"Eh...a...I...no..." Fluttershy mumbled. She sheepishly joined her friends.

Spacetwilight Sparkle tilted her head. "Say again, I didn't quite catch that."

Fluttershy simply whispered into Rainbow Dash's ear of what she said.

"Oh, she said she 'doesn't want you to harm the animals either'!" Rainbow relayed the message.

Spacetwilight nodded. "Oh... um... right.... where were we?" Spacetwilight tapped her chin then recalled. "OH that’s right! I was going to laugh at your feeble efforts to intimidate Me." and thus she did so, Laughing Maniacally to the point she had a short coughing fit.

Twilight shook her head and breathed in deeply. She stomped her hoof hard onto the ground and scowled at her 'daughter'.

"They're right! With a little help from my friends and the power of The Elements of Harmony, your Conquest of Equestria will end the moment it begins!" Twilight Announced, her friends all cheered to show the power of their friendship to their new nemesis. This caused many ponies spirits to lift as they cheered to encourage her more.

Spacetwilight scowled back at her 'mother' and spat at her direction. She reared up on her hind legs and smashed her hooves onto the ground causing the ground to shake silencing the once enlightened ponies and scaring them, taking the chance to all run away, well out of town leaving the nine ponies all alone. Spacetwilight then began to charge at the six ponies.

The girls prepared for impact, but before they could collide Princess Luna got between them and Spacetwilight. Causing their horns to lock. Luna gave out a groan as she felt the intense power of Spacetwilight’s. But she snorted and shoved the space pony back as hard as she could, with a lot of surprise she succeeded as Spacetwilight stumbled back a couple of feet.

Twilight Blinked a few times wondering what just happened as she saw Princess Luna in front of them. Shielding her from Spacetwilight's assault her wings raised in a threatening manner and her head lowered, Like a Great beast about to face off with other great beast. "Princess Luna?"

"Twilight, Go, NOW! Go to my Sister Princess Celestia, Get the Elements of Harmony. I and High Teck will buy you the time you need to escape!" Luna said as she blocked another one of Spacetwilight's physical attacks.

Twilight shook her head. "We can't leave you two...."

"DON'T ARGUE WITH US," High Teck yelled, though harshly, but he knew he had to get the young Unicorn to listen to them. Two plasma rifles rose up from their respective pods on High Teck's Tech-Saddle as he looked at Spacetwilight; he glanced back at Twilight and gave her a smile. "Just go, we can handle this."

"Their Right Sugar-Cube" Applejack said pulling on Twilight's tail.
"Let’s go!" Spike yelled as he hopped onto her back pulling her mane to get her going.
Twilight shook her head yet again. "But what about you two?
"Twilight, Please. We'll be fine." High Teck yelled dodging Spacetwilight's tail swiping above his head.
"GO!" Luna yelled.

Twilight shook her head as she turned around running past her friends in the direction of Canterlot. She was joined by her friends as they chased after her. All of them to hold back their tears as they ran to Canterlot.
Meanwhile back at the Town center, Spacetwilight Laughed at Luna and High Teck's efforts to protect Twilight and her friends.

"Such Heroic Nonsense!" Snorted Spacetwilight as she circled around the two. "You could have escaped with your lives and I would have cared less. But instead you chose to stay behind to die, why?"

High Teck smirked. "Because that is what friends do!"

Spacetwilight frowned and raised an eyebrow. "Friends? Why do I keep hearing this nonsense about 'Friends'?" Spacetwilight mumbled to herself then snorted yet again. "Right then, let’s get this over with shall we? I have a planet to conquer!"

Luna and High Teck braced themselves waiting for Spacetwilight charged them both. She glanced at High Teck first, then at Luna.

"Hamm? Which one of you two shall die by my horn first today?" Spacetwilight mused to the two. She looked at High Teck then at Luna, then back at High Teck and smirked. "I think I'll play with you... After I have my fun with Miss Moony over there!"

High Teck had little time to react as Spacetwilight's tail whipped out, Swatting High Teck aside. The force caused him to fly several feet before his head slam into one of the steps of the Stage, Knocking him out cold.

Spacetwilight looked at Luna and grinned. Her horn lit up as the space-pony lunged herself at the Lunar Princess. Luna's horn also glowed as she flapped her wings to jump back a few feet Dodging Spacetwilight from pushing her down. Spacetwilight was not done however as her horn glowed brighter, when suddenly, to Luna's horror and surprise, a Neon Purple Electrical Beam shot out from Spacetwilight's horn the beam was too quick for the Princess to dodge, hitting her in the chest with excessive force pushing her back several feet. Luna Screamed in pain as she felt the power of the beam electrocute her entire body and pushed her back even further, causing her back to hit against the wall of a house.

The beam faded away as Spacetwilight ended her attack. Luna groaned as her body went limp. Her body felling to the ground like a ragdoll, her wings fell limp to the ground as well kicking up some dust as they hit the ground. Spacetwilight slowly walked up to Princess Luna to admire her work. She smirked as she kicked Luna's side to roll her over. Slamming her hoof on her chest and gave out a screeching roar.

Suddenly Luna's eyes snapped open, her horn glowing with magic as she forced Spacetwilight off by flinging her up in the air with enough force to make the Space pony spin. The Lunar Princess slowly got up, ignoring the pain in her muscles as she flapped her wings, jumped up and kicked Spacetwilight in the muzzle with her hind left hoof. Spacetwilight Yelped as she was sent flying even higher into the air. Luna beat her wings hard, as she flew past Spacetwilight to intercept her flight path Luna made after kicking her. Spacetwilight's eyes widened as she saw Luna stop ahead of her path's direction and with a scream, Luna Raised her hooves up in the air and slammed them into Spacetwilight's Back. Space-Pony screamed in pain as she plummeted back down to the earth.

However, Spacetwilight's horn glowed once again, and in free-fall she suddenly stopped her muzzle only inches from the ground as she smiled and floated upwards slowly, giggling every feet of the way back up as she smirked at Princess Luna. Luna watched in horror as the Twisted Look-Alike of her Sister's Student levitated towards her. She can even levitate Herself! The moment Spacetwilight was at eyelevel with Luna, she finally felt the intense pain in her body from the energy beam. Spacetwilight smiled at the injured Winged Unicorn, She held her hoof up and shook it side to side in the opposite direction she shook her head. Luna winced in pain as she saw Spacetwilight's horn glow again. Luna knew she was powering up for yet another beam attack, she Tried and tried again to teleport out of the way but the pain was so distracting.

"Are you ready to die now? or do you want to play a little more?" Spacetwilight grinned as her horn hummed with power. she lowered her head down to point the tip at Luna's head. Luna closed her eyes; it seemed this was the end for the Lunar Princess.

Suddenly only one sound was heard. PTZOOOOMFFF! Fallowed by Not Luna's, but Spacetwilight's scream and a loud thud. Luna opened her eyes to see Spacetwilight on the ground with plasma Scorch on her side, behind her shoulder. she looked down and saw High Teck with his Plasma Rifles drawn and smoking. Luna could barely hold a smile to see her friend was okay. "High Teck, Your---"

"Get out of here!" High Teck yelled.

Shock formed upon Luna's face. "What?"

"You heard me; I said get out of here!"

"What!? B-But You can't handle her on your own!"

"Neither of us can! besides. you’re no use to me right now, you’re injured! Get back to Canterlot and lay low until your healed!"

Before Luna could argue the matter even further, Spacetwilight tail lifted and fell back down, followed by a groan.

"I said Go, NOW!" High Teck yelled.

Luna nodded and used what energy she could scrounge from her now weak form to teleport back to Canterlot. High Teck saw her friend and Princess now gone, he turned his attention to Spacetwilight....

"She’s gone!" High Teck said as he felt a cold breath down the back of his neck. "Aw Jeez, I hate it when they do that!" He said under his breath. he then felt a Hoof grab his shoulder and another dig itself between his back and the Tech-Saddle.

Spacetwilight grinned as she pulled the Techno-Saddle off High Teck's back and threw it aside with little effort. He quickly turned around and looked up at her as he Slyfuly smiled at him. she then placed her hoof onto his chest and shoved him back with incredible force, causing him to skid a few feet before falling on his back. Spacetwilight walked up to him and paused. tilting her head a bit and smiled. she then slowly trotted up to him and moved her hoof up to the side of his head and flicked off his headset. at this point High Teck was Confused. then she Purred, Wait what?

"MY, Aren't we a Handsome stud?" Spacetwilight said as she circled the prone Earth Pony stallion.

Oh Celestia you have GOT to be kidding me! Thought High Teck. "Um... wait what?" he said trying to act dumb.

"You heard me. I said you’re quite handsome. it would be a waist to kill such a Prize like you." Spacetwilight spoke in a softer tone.
High Teck at this point was quite used to being the eye candy of Mares and the many Fillies that held a schoolgirl crush on him. in many cases he didn't mind it at all. although now, he is just plain creeped out.

"Well, I don't know about that, I mean uh---" He was cut off when Spacetwilight rubbed her muzzle against his neck.

"Hmmm.... What to do with you? Really I was thinking to kill you, but now, I am beginning to rethink that idea." Spacetwilight said as she rested next to High Teck her tail resting gently on his stomach as the tip came up to his face. the crystal claw blade caressing his chin. "Such a, Creature as you shouldn't be wasted all over a silly quarrel. Maybe I should keep you just for myself?"

High Teck was now sweating profusely. he wasn't sure if she was playing with him before she killed him, or if she was really serious. he gulped and tried to get his mouth to work "Uh.... I-I'm Kinda involved with somepony else right now." He stated.

"Is that so? who is it?" she asked. "You know, I don't like competition."

High Teck then felt Spacetwilight's crystal blade moving down his chin to his throat, he noticed she was starting to apply some pressure.

"Oh, wait. was it that Winged Unicorn, what was her name? oh yes, is it Luna?"

High Teck remained silent and unmoving, he was quite good when it came to interrogations, and he knew if his expression changed she'd find out. possibly even hunt down and killed the mare he loved.

"Oh I guess she must think she’s too High Class for you? I can understand you not being interested in somepony like that." Spacetwilight mused. "perhaps it’s one of Twilight's friends?" with that High Teck's emotions finally betrayed him as his eyes darted and looked into Spacetwilight's, this made her smile. DAMN YOU DAMN YOU DAMN YOU! he cursed to himself.

Spacetwilight slowly moved the Crystal blade of her tail down to High Teck's chest and moved up and down along his chest. "Ah, it’s one of thoughs mares, then. huh?" she giggled. "Don't worry, Just for you I'll ensure their deaths are Quick.... and painless."

She leaned over and licked along his cheek, making him cringe at how cold her tongue was. she pulled back and moved her muzzle up to his ear.

"You are a good little colt while I'm away." she whispered before she disappeared in a flash of light.

High Teck quickly rolled onto his hooves he looked around for where she might be, but it was obvious Spacetwilight was gone. he looked at his Airship still lowered to the ground and Grimaced. "I'm not out of this one just yet!"

End of Part 3

Next Chapter: Nightmares and Dreamscapes Estimated time remaining: 25 Minutes