The hurried sound of hoofsteps bounced along the walls of Canterlot Castle as the remaining bearers sprinted and flew respectively down the path leading to the castle vaults. Expressions of worry, grief, and some pain marred their faces as they made their way through the stone halls.

"Ack!" With a start, they turned to see Applejack heaving Rainbow back to her hooves as she struggled to stand. She winced slightly, favoring her right hind leg which bore a nasty bruise from her fight with Chrysalis. Both mares were covered in injuries from their encounter with the Changeling queen.

"S-sorry." Rainbow put on a strained grin and tried to push forward once more, only to wince and fall back on the farmer's shoulder, who struggled to keep both of them up.

"Come on now partner, don't be too stubborn. We're both on our last legs an' we can't afford to fall out." Applejack pushed her back to her hooves and they continued towards their friends at a more sedate pace.

"I know, I know, but we have to get the Elements if we're gonna save Twilight. I can't let a small thing like this stop me." Rainbow responded as she tried to flap her wings to get airborne, only to cringe at the sharp pain in her sides. A shadow cast over her and she turned to see the worried gaze of Fluttershy as she hovered next to them. She softly landed before the prismatic mare and placed a tender hoof on her withers.

"Don't flap them, you could cause even more damage." She pushed Rainbow onto her haunches and turned to Applejack with a stern gaze.

"You should sit down Applejack, you both need to rest." Applejack shook her head in refute.

"Now ah know ah said we can't be too stubborn Fluttershy, but we can't stop movin' neither. The longer we spend sittin' on our flanks tryin' to catch our breath, the longer they spend fightin' back at the ballroom." Fluttershy walked up to her as she spoke, pushing the mare into a sitting position much the same as Rainbow. Applejack tried to fight against the butter-yellow hoof, but the soreness in her frame allowed the weaker mare to overpower her.

"Right now, both of you need to rest. Pinkie Pie and Rarity can run ahead to the vault and get the Elements while I take care of your wounds." Both Applejack and Rainbow looked like they wanted to argue more, but one look from Fluttershy's stern gaze had them both holding their tongues.

"Good thing you stepped up darling, if you hadn't I was worried I'd need to use a sleep spell on the two of them." Rarity walked up between the three of them, Pinkie bouncing up next to her.

"No kidding, and wowee Fluttershy! I've never seen you take control like that unless it had something to do with animals... or snoring dragons that black out the skies with their yucky black smoke!" Pinkie blurted as she turned to Fluttershy with a smile, causing the bashful mare to let out a sound akin to a mouse, hiding partially behind her mane.

"Heh, it's not too surprising really. Besides that, you two should get going. The vault shouldn't be too much farther I think... wait, what's that?" They each perked up their ears to listen as Rainbow Dash looked about her, trying to find the source of a clamoring noise that quickly increased in volume. The source of the noise quickly became apparent as several guards rounded a side hall ahead of them, their armored bodies marching towards them in rank.

"Halt!" The lead guard, a red stallion unicorn in standard Day Guard armor shouted as he and his squad reached the mares. The guards came to an abrupt stop and he quickly approached the mares, giving a brisk salute.

"Ma'ams, sergeant Red Cardinal and Squad 16 of Company 3. We're on our way to the ballroom as ordered by princess Cadence, is everything okay here?" His eyes flitted over to the injured states of Rainbow and Applejack, concern showing in his features.

"We're fine for now, these two just need some rest and perhaps a bit of medical attention. You said you were going to the ballroom? You wouldn't happen to know if anything had changed since we left?" Rarity asked as her and the other mares looked to the guard with a flicker of hope. Red Cardinal took a moment to look a bit closer at Rainbow Dash and Applejack, before nodding and turning to his squad.

"Cadet Spring! Front and center!" His shout prompted a turquoise pegasus mare in armor with saddlebags to quickly rush to the front. The bags on her side held the image of a red cross, the universal symbol for medical supplies. She gasped at seeing the two injured mares and quickly rushed to their side, quickly retrieving bandages and ointments from the bag. Turning back to Rarity, Red Cardinal shook his head as he spoke.

"We haven't heard anything new since the dragon fire message was sent. When we received it, we grouped up to grab supplies and were making a beeline to the ballroom when we came across you. Before we can let you go, I'll need you to give me any details you or the others can provide. I have to know what we're up against." A cry of pain caught their attention and they looked to see Rainbow and the cadet glaring at one another.

"It wouldn't hurt so much if you'd stop squirming!" The cadet yelled while Rainbow looked like she was going to shout back, only for a yellow hoof to be placed on her foreleg, silencing her.

"Please... stop fighting." Looking to her friend, any fight Rainbow had, left her as Fluttershy stood next to her with tears brimming in her eyes.

"Fine..." Rainbow conceded as the cadet returned to bandaging her leg. Rarity turned back to the sergeant and shook her head.

"I'm sorry sir, but that simply won't do. You see, we're under direct orders from princess Celestia as it were. We have to get to the Elements Vault as soon as possible, it's the only chance we have to save our friend!" Rarity explained as evenly as she could, trying not to let her feelings of worry and her sense of urgency overcome her decorum.

"Ma'am, I understand where you are coming from, but I need that information." Rarity huffed and stomped her hoof while they glared at one another.

"Did you not hear me? I said we are under direct orders from the Princess!" Red Cardinal did not budge as he stared her down.

"And I will not take my squad into a potential death trap if there is knowledge about the situation ahead sitting right in front of me!" The two were dangerously close to butting heads now before a pair of pink hooves pushed the two apart.

"Hey now! Fluttershy is already all teary-eyed because Rainbow won't stop being a stubborn filly. Don't go making her cry anymore or you'll have to deal with auntie Pinkie!" The baker proclaimed as she looked between the two with an unnaturally sharp gaze. Rarity looked down, slightly ashamed while the sergeant merely grunted and looked away.

"How 'bout this, sergeant. You let them go to the vault, an' I'll tell y'all everythin' ah know." The sergeant turned to see Applejack now standing nearby, a few bandages wrapped around her legs and barrel. He contemplated her request for a moment, before nodding and turning back to Rarity.

"Acceptable, you two may go. Let them pass!" His squad divided along the hall to allow an opening large enough for the two mares. Rarity turned to Applejack with a thankful expression.

"Thank you Applejack, it's nice to know at least somepony still as some manners." Chuckling lightly, Applejack waved her off as the sergeant rolled his eyes.

"S'lright, now git you two. We gotta save Twilight, remember?" Rarity nodded and began to trot through the soldiers at a brisk pace, Pinkie hopping after her.

"You take care of yourself, Jackie! And you too Dashie! We'll be back before the end of this chapter!" Applejack watched them go and gave a look of slight confusion after Pinkie.

'Sometimes the things that mare says makes no sense.'

"Hurry up you guys! We're running low on- Ow!" Rainbow cut herself off as the cadet tightened a bandage around the base of her wing. Applejack chuckled at her friend's expense while the guards closed ranks once more.

"Now, about that information?" Looking beside her, she found the sergeant giving her an expectant look and she sighed, taking off her hat and wincing as she eased herself back into a sitting position.

"Y'all might wanna take a seat fer this one."

Cadence clenched her eyes shut as she kept her hoof on Shining. The two of them had been moved into the hall just outside the ballroom when the first of the guard began to show up after the dragon fire message, the two medics in the squad having quickly retrieved Shining and herself.

After having been in the hall for only a few minutes, watching as more and more guards came running and rushing into the ballroom, it was only minutes until the first of the screaming had started.

It had begun as a quiet in the sounds of combat. While the fighting had been going strong, suddenly everything came to a halt as the proverbial orchestra of battle ended. Though she knew it was foolish, she held hope that maybe Celestia had somehow gotten through to Twilight. Such hope was short-lived as the silence was cut by a hoarse scream that chilled her to the bone, the sound of shocked silence following. A single guard came crawling into the hall, his eyes wild and screams of agony reverberating through the hall. Cadence had to cover her ears to try and drown him out, but it was the sight of what caused him such pain, that brought her own voice to join with his.

The poor soul that struggled to crawl away was cut in half at the barrel. Blood and organs dragged behind him as he pulled himself from the ballroom. It was a short-lived moment as he nearly reached the other end of the hall before his screams came to a stop and his head rested against the floor, eyes, and mouth still open in a terrified and pain-filled expression. Cadence's hooves covered her mouth as her eyes shook with horror. At some point, a medic had rushed into the hall and covered the remains with a sheet, but the sight was forever burned into her mind.

Ever since, Cadence has kept her eyes shut tight and wept while the sounds of fighting and more screams of injury or death permeated the air of the hall, emanating from the ballroom. She could hear the sounds of medics rushing about her, no doubt tending to the many injured guards that she could hear whimpering in the hall. If she had to guess, they likely turned the space into a medical bay of sorts, but she dared not to open her eyes to confirm it.

'Please girls, hurry!' She begged to the bearers in her heart.

Within the ballroom, the fighting raged on as guards worked to dodge long tendrils with blade-like appendages.

"Hold positions! Do not let her gain ground!" Celestia's voice echoed across the chaos, commanding the defensive unit to press forward, their iron and linden shields littered with gouges and dents from the repeated assault. A great black serpent slammed into the wall of metal and wood, engulfing one of the guards, shield and all. The horrified scream of the unfortunate victim rang out in a garbled mess as the serpent reared back with its prize, jaws clamping shut and silencing its prey forever. A single limb tore away from between the serpent's teeth, falling to the ground.

Splashing into the dark pool of liquid beneath it, blood poured from the appendage, mixing with the foul fluid that had given birth to the serpent. The soldiers quickly closed ranks once more, filling in the hole left by their now deceased comrade.

A black clawed hoof stepped forward within the liquid, crushing the leftover limb and sending ripples through the red and black concoction. Following its origin, the leg slowly turned a dark purple, stained with streaks of blood. The creature that they all faced in the vain hope of survival, Celestia's former student and once a hero of the ponies of Equestria, Twilight Sparkle stood before them. Her blood-stained lips grinned wickedly with jagged sharp teeth, her eyes a glowing red with a third resting beneath her horn. Lifting up her clawed foreleg she grinned maliciously as with a sickening crunch, she bit into it and tore it to pieces, devouring it as she stared into the eyes of her mentor. Celestia trembled, her whole body aching from the various injuries she had received prior to the guards' swift arrival. Whatever this thing was, it was no longer Twilight Sparkle, it was a demon. Even if the Elements did work to turn her back to normal, she didn't know if she could ever look her pupil in the eyes again and not see this image overshadow her.

Lieutenant Steel Blitz struggled against the medics that fought to push her out of the combat zone and into the emergency medical bay, her eyes shaking with outrage and determination. Her armor had been ripped off piece by piece and her body was littered with minor wounds, but the one that pulled her from combat was the deep gash along her side, just below her wing. Blood poured from this wound freely despite the attempts to still the flow by the medics.

"Lieutenant, you have to come lie down, we can't do anything for you here!" One of the medics shouted to her as he pushed her back towards the hall with all his might even as she strained to shove her way past them and back to the fight. Her eyes blazed with anger as she snapped at the guard.

"Leave me! I willnot abandon the princess, nor will I let the loss of our brothers and sisters be in vain!" Without warning, she suddenly found herself off her hooves and flung over the withers of a larger pony as he held her in place and made his way out to the hall.

"Tha's enuff lieutenant! Ye've done all ye can! We both need to rest now." Maple Branch ignored her struggling as he hobbled into the hallway. The lieutenant struggled harder than ever, only to gasp in pain as the wound in her side threatened to split even wider.

"D-dammit Maple! Put me down, that's an order!" Maple shook his head, a trail of blood dripping from his brow.

"Not this time ma'am, ye need medical an' I ain't gonna let you kill yerself by bein' stubborn." As he walked towards the nearest gurney, he gently sat her down, then proceeded to hold her in place while the medics used some spare belts from their uniforms to act as straps to hold her.

"Goddess' dammit!" She cursed loudly, though it was mostly drowned out from the screaming of the other, more grievously injured guards. A deep, familiar cough and the sound of something splattering on the ground caught her attention. Struggling to look beside her she found Maple, holding himself up against the nearby wall, blood pouring from his mouth. It was then she saw it, a deep wound on the front of his chest.

"M-Maple..." He looked to her with a grin as medics rushed to him, the area beneath his eyes having darkened.

"S'lright lieutenant, tis jus'... a flesh woun'..." She watched numbly as the medics quickly escorted him to another gurney.

Tears dripped from her eyes as she lay there while the medics got to work on her and her subordinate, her face contorted in a mixture of rage, worry, and grief.

"Twilight please! If there is any part of you left in there, come back to us!" Celestia yelled to the dark creature that had once been her student. The demonic Twilight only shifted her head a little, seemingly contemplating the request, before her face splitting grin grew even wider. Her horn lit up for the first time, a black aura that would occasionally flicker into a deep teal, taking the place of its once purple hue. Celestia's eyes widened in apprehension, this was the first time that the mare would be using actual magic against them. Considering Twilight's impressive talent with it, accompanied by the fact that she was the bearer for the Element of Magic, no good could come from this.

"Prepare for a counter-attack! Do not let her use magic!" She could feel her panic rising. Every second that horn was lit could mean disaster for all those in the mare's path.

A piercing scream rang out, halting all movement as everypony looked to the door, finding the mares that would be Twilight's friends alongside a contingent of fresh guards. Fluttershy looked to the verge of passing out, while Rarity was holding her stomach, still looking back into the hall where the wounded and dying lie with horror-filled eyes. Rainbow Dash and Applejack looked to Twilight in abject terror and no small amount of sickness with the amount of blood upon her and mixing into her pool of black liquid. Pinkie Pie stood at the forefront, tears streaming from her eyes as they never left the empty, blood-red orbs of Twilight's.

Each of them bore their respective Element of Harmony, the hopeful solution to the situation they now found themselves in. Celestia breathed a sigh of relief, strength renewed as she turned again to face the monster before her, only to watch in surprise as it seemed that Twilight had frozen in place, her form shifting slightly and the pool beneath her beginning to shrink and shift. Something was wrong, but she couldn't wait to find out what.

"Now girls! The Elements are our only hope!"

Bright, it was too bright within the mind that should have been consumed by its darkness and hate! The Entity glared harshly at the once dim light that had grown in strength the moment those mares had returned with some strange objects. It fought to exert it's influence, struggling in vain as the light overpowered it, threatening to expel it from its host. Ethereal though it was, a shape began to take form within the light, reminiscent of the pony that it had attached itself too, before it had changed her to suit its own purpose.

The ethereal mare stared at him with a hard and immovable gaze, her purple eyes blazing with the emotions it could not understand and had deemed a threat.

Clearly it had been right to see them as such.

"It's not working!" Rainbow shouted as she and her friends now stood in a circle around the frozen Twilight. Each of their faces baring expressions of intense concentration, but the Elements around their necks refused to glow. After a few more moments, they each opened their eyes and stared in frustration.

"Dagnabit! What's wrong with these stupid things?" Applejack grumbled anxiously as she tapped hers with her hoof. Celestia stepped forward past her bulwark, despite the guards' protests. As she approached, she kept a close eye on the mare. Ever since the Elements had entered the room, she had become completely immobile, only the occasional trembling of her form as it seemed she was struggling to try and move. The two serpents, and the many tendrils that she had been using to assault them, had also vanished beneath the pool of blood-stained fluid, no longer able to maintain their form. Taking the briefest of glances, she looked over the nearest Element quickly, before returning her eyes to the still paralyzed mare, she wasn't willing to take chances.

"Where is the Element of Magic?" Pinkie quickly raised her hoof and produced the crown from within her mane.

"Right here! But it won't work without Twilight right?" Celestia took the crown within her magic, turning it over so that the gem within now faced their adversary.

"Technically, yes. But perhaps it will recognize me once more..." Before she could place it upon her head however, the gem had begun to glow as it was directed to the demonic mare. Surprised by the reaction, Celestia and the others watched as the glow continued to become more intense.

"Wha-?" Suddenly, a bright pulse of purple magic blasted from the crown, flooring everypony in the room with the exception of Twilight as she was rooted in place. Celestia, having been launched back several hoof steps, strained to look up at the crown in confusion.

'What is happening?'

Everything was burning! The whole of the Entity's existence was nothing more than searing pain and unbearable agony as a gurgled, monstrous scream echoed within the mindscape of its host. The longer it tried to keep it's hold over her mind, the worse the pain became. Finally, unable to bear it any longer, the Entity gave a horrendous roar of defiance at the ethereal pony before it that now glowed like a Sun. With a vow of its return, the Entity released its hold, delving deep within the mare's subconscious where it would wait for another chance.

With the Entity's withdrawal, the light from the ethereal form grew until naught was left but an empty, white void.

~ ~ ~

A monstrous scream of pain, followed by a blinding white light from the Element of Magic flooded the room for what seemed an eternity. In moments the light faded and slowly everything began to come back into focus for the ponies in the room.

The Element of Magic hovered softly above the dark purple coat of an average-sized pony. It had lost its shape as a crown and now took the form of a necklace like the others. Twilight lay unconscious beneath it, having reverted to her normal, if still slightly monstrous-looking state. The pool of liquid slowly receded in size, drawing in the blood that it had consumed until it was naught but a stain upon her hooves.

Everypony slowly raised themselves back to their hooves, careful as they approached the sleeping mare.

"Is... is it over?" Rarity asked as Celestia brushed her hoof through Twilight's now darkened and blood stained mane. A tear dripping down her grief-stricken face as she nodded slowly.

"Yes... for now, her anger has abated. But the Element of Magic seems to have neither purged or harmed her in any way that I can see... But... why?" The guards behind Celestia, as well as others that had filled the room, approached the group with caution while the princess' thoughts continued to race and find the answer to why the Element had not cured, sealed away, or even destroyed the very obvious threat before it.

"I apologize for this, your Majesty... But I have to ask that you move out of the way." Interrupted by her thoughts, Celestia followed the voice only to stare at a guard who held shackles in his hooves, a magic suppression ring sitting on top of the chains.

Author's Notes:

Shaded: "Holy crud did it take some doing to push this one out. Don't get me wrong, It's not that I've lost inspiration for this story, far from it! I just had a severe case of Writer's block and to top it off I kept distracting myself with Video games. You know because Procrastination is Magic?"

Sounds of rope being tightening

Shaded: "Now I know you guys are also probably looking forward to next chapter both for this and my other story, but if you wouldn't mind giving me a bit more-"

Twilight: "Bite this."

Bites down on a belt

Shaded: Ahem "Uf u wudlnt minf givif e or ime, Iv av em ut oon."
( If you wouldn't mind giving me more time, I'll have them out soonish)

Sounds of a crank being turned.

Shaded: "At ide, AV EEEE!!!!"
( That aside, SAVE MEEEEE!!!)

Twilight: "Shaded Blood does not own MLP: Fim or the Equinox Ponies. He is however the current owner of some soon to be broken legs and spinal column."

Shaded: "Oh OW he oes he islamer..."
( Oh NOW she does the Disclaimer...)

Sounds of something metal being sharpened

Dimmed Star: "Let's not forget he'll be neutered."

Shaded: "ELP EEE!!!!!!"
( HELP MEEEE!!!)