They ran out of Carrousel Boutique and headed straight for the nearest alley. They quickly ducked inside and pressed their backs up against a wall in the shadows. Rainbow Dash and Big Macintosh looked around them in every which way, hoping they hadn't been spotted.

"What do we do now?" Rarity quietly asked, breathing heavily.

"We have to find another place to hide," said Rainbow Dash.

"Um… We could go to my cottage," suggested Fluttershy quietly. "We're not that far from the edge of town and my cottage is only just outside of Ponyville."

Spike shook his head. "It's too far. We'll never make it."

"No, Fluttershy's right," said Rainbow Dash.

"I am?"

"Any other house in Ponyville could have those things inside of it, but Fluttershy's place isn't in town, so there's a good chance the ponisprites haven't gotten to it yet. I say we go for it."

"But Princess Celestia told us to stay in the town!" said Rarity.

"Well Celestia isn't here. We're on our own for right now," said Rainbow. "I'm going to Fluttershy's place, and I'm not leaving any of you behind, so you're all coming with me."

They all stared at the rainbow pegasus for a few seconds. Then Big Macintosh nodded his head.

"Eeyup," he said in agreement.

Then Fluttershy and Applebloom nodded. Spike was still unsure, but knew Rainbow Dash had a point, so he too nodded his head. Rarity saw she was outvoted so she sighed. "Fine," she said.

Rainbow Dash looked out of the alley. The street looked empty, but she knew better. Those creatures were in hiding all over the place, but they couldn't stay in that alley forever.

She turned back to the others. "Okay, follow me, and stay close."

They hurried out of the alley and started moving down the streets as quickly and silently as they could. They could all feel that they were being watched, and knew no doubt that they probably were. Every pace they took they thought might be their last. They thought that any second a swarm of the creatures would jump out and surround them.

After what seemed like an eternity, but had actually been hardly a minute, they began to feel amazed they were still alive. Then as they turned a corner, they saw why. Applebloom was about to scream, but Fluttershy covered up her mouth and stopped her just in time. They could see the town hall from where they were, and it was covered with ponisprites. The remaining surviving townsfolk must have all been inside there, trying to stay safe. The Town Hall had strong locks and barred windows, but it wouldn't hold forever. The ponisprites were swarming all over the outside of the building, trying to get to the fresh meat inside. They all seemed too preoccupied with it at them moment to notice the five ponies and one baby dragon running through the streets across town.

The group now quickened their pace and broke out into a dash to the edge of town. They felt that they were going to make it.

They were so close to the edge of town. Just as they were about to run out of the town, a ponisprite leaped out of nowhere in front of them.

The group stopped in their tracks. The ponisprite hissed menacingly at them.

"EVERYPONY RUN!" shouted Rarity as she reared up in a state of panic then started running away. She barely got three meters away before the ponisprite leaped at her and tackled her to the ground. Rarity struggled in its grasp, but the ponisprite had her pinned with its strong hard legs. The ponisprite then clamped down on her left foreleg and easily ripped it off. Rarity let out a bloodcurdling scream of pain and terror.

"NNNNOOOOOOOOOOOOOOO!" Spike shouted in anguish at the sight of his love being torn apart, but he was powerless to do anything to stop it.

The ponisprite swallowed the unicorn's leg and then went back down for more.

The others watched helplessly and listened to Rarity's screams of agony as she was ripped apart. Rarity's screams soon turned to light whimpers and soon she stopped making any noises as she passed out from the pain and blood loss. A few moments later she was dead.

While Rarity was being devoured, Spike then noticed the star shaped cutie mark on the ponisprite's abdomen. It was Twilight herself. A deep sadness filled the little dragon as he remembered he had been unable to save Twilight from this fate. He had promised her she would be normal again, and he had failed. So in a way, he now felt it was his fault for all this death and destruction.

I'm sorry, Twilight, he thought to himself.

The others noticed the cutie mark and realized it was Twilight as well, but by now they were beyond the point of trying to talk to her.

Twilight was almost done eating Rarity. Big Macintosh knew even if they ran right then Twilight would catch them. He couldn't let Applebloom or anymore of the others die like this. He knew what he had to do.

Big Mac turned to the others. "Now listen. I want y'all to take Applebloom and get to Fluttershy's cottage now. I'll stay here and hold her off for y'all."

Fluttershy, Applebloom, and Spike gasped.

"No way!" argued Rainbow Dash. "Were not leaving you behind…"

"I'M NOT ARGUING WITH Y'ALL!" he yelled. "GET APPLEBLOOM TO SAFETY! NOW! THERE'S NO TIME!"

They didn't want to leave him, but Rainbow Dash could see that Big Macintosh had made up his mind and there was no changing it. Plus, Twilight was almost finished eating Rarity, so there really was no time to discus the matter.

"No, big brother. You have to come with us!" shouted Applebloom.

Rainbow Dash turned to Fluttershy. "Fluttershy… pick up Applebloom and lets fly."

"NO!" shouted Applebloom.

Fluttershy gaped back at Rainbow Dash. "But…"

"GO!" shouted Dash.

Fluttershy hesitated for only a moment before she picked up a kicking and crying Applebloom in her hooves, flapped her wings, and took off into the air towards her cottage. Rainbow Dash then grabbed up a surprised Spike in her hooves and took off as well, quickly catching up with Fluttershy in the air.

Twilight gobbled up the last bloody bits of Rarity off the ground and let out a deep belch. Then she noticed the two pegasi flying away with the baby dragon and the young Earth filly in their hooves. She turned to chase after them, but Big Macintosh jumped in front of her, blocking her path.

"Ee-nope," he said, stomping his right front hoof on the ground in defiance.

Ponisprite Twilight roared at him threateningly, but the red stallion stood his ground. Big Mac just couldn't believe that this monster before him had once been Twilight Sparkle, one of the nicest unicorns he had ever met.

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Celestia's head was held low as she walked down the elegantly decorated corridor of her castle. She recalled the words her magic mirror had said to her.

"Total Equestrian infestation foreseen in approximately 96 hours," the mirror had said.

Celestia had faced so many challenges in her life after she had ascended to the throne. The god of chaos, Discord; her little sisters evil alter ego, Nightmare Moon; the war with the griffons; covering up the knowledge of a long lost civilization of highly advanced primates; and countless giant monster threats, but this time… this time the threat was more dangerous than anything she had faced in the past. Her best solders had been slaughtered in only a matter of minutes against the creatures, and the creatures' numbers were continuing to multiply. She had to put a stop to it before it was too late. Even if that meant doing something she deeply didn't want to.

Celestia came to a door and opened it with her magic. Through the door was a large, round, marble stone balcony, with golden railing around the edge, and decorative vases filled with flowers placed evenly along the railing.

Celestia walked out into the cool night air towards the edge of the balcony. In the distance, Ponyville could be seen far down below them.

"You're not sending reinforcements, are you," said a voice behind her. Celestia whipped her head around too see Luna standing behind her in the doorway staring at her.

Celestia sighed sadly, but didn't respond.

Luna spoke again. "You're going to destroy the town, aren't you?"

"I have no choice, Luna," said Celestia. "Ponyville is overrun by these… unnatural creatures. It's too late to save it, but at least I can make sure that this doesn't spread any further."

"You're going to kill many innocent lives-"

"To save millions!" countered Celestia, her voice catching in her throat a bit. "Believe me, Luna. I hate what I am about to do, but it is the only way now."

Celestia turned back around and stepped up to the edge of the balcony. Her horn lit up and began to glow as she concentrated on her spell.

Luna watched as her older sister began casting the spell that would destroy the entire town of Ponyville. She thought about all the ponies there who would be killed, especially Pipsqueak, the little colt she had befriended on Nightmare Night. She shook her head. She couldn't allow this.

Celestia concentrated on the spell. It was almost ready. Suddenly she felt something collide into her from her left side and she was sent hurtling to the cold, hard floor. Her concentraition was severed and her spell was nullified from her horn. She opened her eyes to find Luna on top of her, pinning her down.

"I won't let you do this, sister!" yelled Luna.

"Get off me!" growled Celestia as she tried to push her sister off her, but Luna kept fighting back. Celestia was becoming angry and used her magic to yank her sister hard by her mane and tail to get her off her. Luna's face tensed up and she growled in pain and anger as she used her own magic to yank equally hard on Celestia's mane and tail, causing the elder princess to cry out in surprise and pain. All the while they kept pushing against each other.

The two of them scuffled and rolled around on the floor, trying to gain the advantage over each other. Celestia would get over top of Luna, only to get pushed off and Luna would get back over top of her then. Celestia managed to get her hind leg in between their bodies and then kicked up as hard as she could, sending Luna flying off of her and onto the floor with a thud.

As Luna was getting to her hooves, Celestia picked up one of the nearby vases with her magic and whacked her sister overtop of the head with it, shattering the vase on impact. Luna fell back down to the floor, unconscious, a nasty gash on her head that was starting to bleed.

Celestia panted as she got up on all fours. She looked down at her sister's body, which was motionless except for her gentle breathing. She turned back around to face the balcony and began to cast her spell again. Once again her horn lit up as she prepared the spell. Her horn grew brighter and brighter as the spell got closer to completion.

"I'm so sorry," she whispered, tears running down her face as the spell was finished. She closed her eyes and a bright orb of white light shot out of her horn into the air, heading towards Ponyville.

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"What's that?" asked Fluttershy suddenly.

Rainbow Dash looked back at her in confusion. Then she heard it too. There was a faint droning noise in the distance behind them, and it was getting louder. All four of them looked back over their shoulders. There was a bright ball of light flying in the sky. They had no idea what it was, but it was moving very fast, and heading straight for Ponyville. They all watched it with curiosity, but kept flying towards Fluttershy's cottage.

The light hit the Town Hall at the center of town and then there was a blinding explosion. Rainbow Dash, Fluttershy, Spike, and Applebloom all squinted their eyes as the explosion nearly blinded them. The explosion quickly expanded, engulfing the town in a blinding white light. Everything it hit was incinerated instantly.

"Rainbow Dash grabbed one of Fluttershy's forelegs. "HANG ON!" she shouted. Using all the strength her wings had, she flew herself and the three others away from the approaching explosion as fast as she could.

Big Macintosh was on his back after being tackled by Ponisprite Twilight. The creature above him pressed its two black, front legs down into his chest, pinning him to the ground. The red stallion to free himself, but Twilight was too strong.

He felt the monster's hot breath on his face as Twilight looked him right in the eyes with her big, compound orbs. Drool dripped from her open mouth onto his face as she licked her lips. Big Macintosh knew this was the end for him.

Just then he saw a white flash of light out of the corner of his eye and then heard an ear piercing "BOOM!" Twilight and him both turned their heads to see what it was just as they were both hit by the explosion. They were both incinerated instantly.

Rainbow Dash was flying as fast as her wings would carry her and the others. Everything was a blur around them. She could feel the vibrations of the explosion hot on their tails. They zoomed by Fluttershy's cottage. Seconds later, the cottage was blown away by the explosion.

Finally, the explosion died down behind them and faded away. Just then, one of Rainbow Dash's wings got snagged on something and they tumbled in the air and fell. They all hit the ground hard and painfully tumbled and rolled a few times before they landed flat on either their stomachs or backs. They were all badly bruised and exhausted, but they were alive.

None of them bothered trying to get up or even look around them. They all just lied there and soon fell asleep.

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Spike was awoken by the warmth of the morning sun hitting his body. He opened his eyes. The first thing he noticed was a lot of trees around him. He glanced around him and saw he was surrounded by many huge trees. The events of last night quickly came back to him. He got on his hands and knees and looked around him. Rainbow Dash, Fluttershy, and Applebloom were all lying nearby, also gradually waking up. They were all still covered in dried blood from last night, as was he. Spike got to his feet and, looking around him a bit more, realized they were in the Everfree Forest.

"Is everyone alright?" Rainbow Dash asked groggily as she was just getting to her hooves.

Fluttershy and Applebloom both said they were with a grunt as they tried to get up as well.

"How about you, Spike?" asked Rainbow Dash, looking at him.

Spike didn't answer as he had just noticed a thick cloud of black smoke in the sky through the tops of the trees and was busy looking at it. He then took off in a run towards where the smoke was coming from.

"Hey, Spike, wait up!" shouted Rainbow Dash as she ran after him.

Spike ran until he came to the edge of the forest and then stopped. His mouth hung open at the sight before his eyes. Where the town of Ponyville had once been, there was now a huge crater in the Earth, black smoke billowing out of it high into the sky. The whole town, ponies and ponisprites alike, had all been incinerated.

Rainbow Dash soon emerged from the trees next to Spike, followed by Fluttershy and Applebloom. They all gazed out in shock at the giant gaping crater that had once been their home.

No one spoke for many minutes. Then Applebloom said quietly, "W-what do we do now?"

Rainbow Dash looked at her and said simply, "We live."

The End

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Epilogue: The four survivors, though grieving the loss of their friends and families, and eternally traumatized by what they had experienced and witnessed that night, eventually moved on with their lives, though not before going all the way to Canterlot and having a word with the sun princess herself over what had happened. They had figured out that she had blown up the town, and were of course angry about it, but after having an audience with the Princess, and lessening to her explanation and seeing the sorrow and regret in her eyes and voice, their anger lessened and they could almost understand why she had done what she did, but they still weren't happy about it.

After that, Fluttershy moved in with Rainbow Dash for a while in her home in the clouds until she could find her own place again on the ground somewhere so that she could continue her life of caring for woodland animals.

Applebloom was sent to live with her Aunt and Uncle Orange in Manehattan. She would have preferred to go live with her cousin Braeburn in Appleloosa, but it was decided that it would be better for her to live in a more cultured environment with two responsible married adults than with a young, single cowpony. There she learned exactly what her older sister had gone through when she had moved there for a short while as a filly.

And Spike, having nowhere else to go, stayed in Canterlot in the palace. Wanting something to do with himself, he eventually became Princess Luna’s personal assistant. It was the kind of life he was used to, but Princess Luna, as nice as she was, could never fully replace Twilight Sparkle.