~~~~~Ponyville, later that night~~~~~

The full moon hung mournfully above the city of Ponyville - as though the moon itself was aware of what was about to befall the community it shone down upon. The sky was clear, but no birds sang in the air. Many of the town's animals had retreated to their burrows or nests - some had fled altogether, obeying ancient instincts that warned them of danger. The ponies of the town had no such instincts, only a vague sense of discomfort - as though some nebulous danger were just over their shoulders, just beyond the ability to see.

Some of these ponies reacted to that worry by immersing themselves in their day-to-day routines. Others chose to take the night to do something different or unusual - many parties would be thrown that night. In houses, basements, taverns and restaurants. Though Sugarcube Corner had gone mysteriously dark, there was no shortage of other treats and delights from many of the other confectioners and chefs in town. Orders for apples and cider were dutifully delivered to Sweet Apple Acres, and shipments of them were spread all over the town by Applejack and Big Mac - unwittingly inviting danger into their own homes.

Some ponies did neither of these things - instead they congregated in small, tight knit groups to share a meal or perhaps just catch up on old times. The town's schoolmarm Cheerilee was besieged by requests for foalsitting that night, and much to the surprise of many accepted all of them. The schoolhouse on the edge of town attracted dozens of the younger ponies in town too for an unexpected playdate on the school's playground equipment and around the schoolhouse.

A Campfire was built, and copious amounts of marshmallows and chocolate squares were being toasted over it by the horde of young ponies, watched over by an unusually somber Cheerilee. Cloud Kicker and Cherry Berry were there too, the latter having brought along her famous Balloon and taking the foals up into the sky for short rides and the former there to keep the town's pegasus foals corralled.

Right now, most of the fillies and colts were enjoying dinner - fire-toasted vegetables on sticks, hot buttered ears of corn and s'mores. But Cheerilee was not. She stood to one side, watching over them and every few moments or so, scanning the town behind her slowly. Cloud Kicker fluttered down to land beside the schoolteacher, and looked in the direction she was. Kicker spoke first, softly. "Maybe Ditzy was right..." the words came slowly, grudgingly. It was possibility she really didn't want to entertain given how on edge she felt right now.

Cheerilee nodded once. "How quickly can we get all of them out of town, do you think?" She asked, nodding her head meaningfully towards the kids who were munching on their meal with reckless abandon. Ordinarily, such a sight would have made her smile - tonight, though...

Kicker shrugged and bit her lip in thought. "I brought the sky-cart like you asked me to, and Cherry says with a little bit of help from me we can get it into the air with her balloon. Once it's up there, I can stuff the thing with clouds and keep it afloat. Between those the balloon and the cart we oughta' be able to get all the kids into the air." The pegasus narrowed her eyes up at the sky as though judging something unseen. "Got a nice fast trade wind up there. Once we get in that, we oughta make White Tail by tomorrow around lunchtime."

Cheerilee nodded and sighed softly. "I hope it doesn't come to that." she said quietly, fervent hope in her voice.

~~~~~~~~~

As the town of Ponyville imbibed of the shadow-tainted cider, a few citizens were already finding themselves at the mercy of this new power. The doors to the Ponyville Spa were firmly shut - locked tight and barred against the night. The lobby was dark, its candles having long ago extinguished themselves in their own wax. The massage beds were empty, and the mudbaths long since drained. The downstairs steam rooms were quiet and cold. A day of spa relaxation had become something else entirely.

Upstairs in the private suites where high-end clients were frequently brought, far more luxurious surroundings lived. The upstairs steam room was sumptuous in its appointing - delicately carved wooden benches invited the seat, buckets filled with lilac and lavender infused water scented the air sweetly as they splashed upon the enchanted hot-rocks. The room itself was lit with softly glowing crystals, imbued with unicorn magic to give off soothing light in delicate pinks and greens.

The session here had begun with a deep tissue massage, provided by Aloe. She'd drawn the tall straw to be the first to work with Fluttershy's beautiful new wings. Lotus had been jealous, but fair was fair. Fluttershy had seemed so much more relaxed than usual, and had yielded to Aloe's gentle touches with far more ease than she'd done so before. It had been a true delight to get her hooves all over that gorgeous soft body - not to mention more than a little arousing to do so in the sight of those hypnotically glistening wings.

In the dim light of the steam room, they had become even more beautiful - catching every snatch of light and reflecting it off the thousands of tiny scales that made up the structure of the things. At first this had just been a pleasant distraction for Aloe. Now...

Aloe could not take her eyes off the things. They slowly wafted back and forth, stirring up the steam in the room in a way that pegasus wings couldn't once they got damp. The beautiful butterfly-like wings simply flicked the moisture off of them like dew from a leaf. They moved in an almost indiscernible pattern of gentle wafts and waves. Aloe's breathing had become slow and regular, her hooves moving almost on auto pilot. Always vitally aware of her own body, Aloe knew she was showing nearly every sign of heavy arousal - her body was heated far beyond the means of the steam, her thighs were practically dripping with her love juices that were slowly flowing out of her marehood. Her eyes could not leave the wings, as the glittering colors and patterns slowly, subtly hypnotized her into complacency.

Fluttershy looked totally unaware of these things... but she wasn't. Far more had changed in her body than the transformation of her wings into their new forms. Her sense of smell was even stronger than it had ever been before, and she could scent the sweet citrus tang of the spa pony's arousal in the air. She could feel a powerful thirst for that juice, but knew she had to wait until the lovely pony was quite incapable of resisting her. It was so odd to think like that - but it was so nice too. She let off a soft giggle as she turned her head to examine Aloe with her glassy-eyed look.

Fluttershy had always hated social situations because ponies were so unpredictable. With her friends, that wasn't so much of a problem since she knew if she messed up they'd still like her. With other ponies, even associates like Aloe, she could never be sure that they wouldn't turn around and hate her when she inevitably messed up... Now though, she felt as bright and confident as Rarity did since she just knew that nopony could hate her now with these beautiful wings of hers. “OH Aloe..." She cooed softly, and the spa pony's head lifted in acknowledgement, her face a study in gentle awe and joy. "Come over here, would you please?" Fluttershy wiggled her hoof at Aloe, who obediently walked closer to where Fluttershy's head lay.

Fluttershy smiled slowly at the sight of her - Aloe stood obediently in front of her, her body slowly shivering and quivering with each deep and even breath. Her eyes had gone soft and glassy, and she looked for all the world like she was high on some kind of mind altering substance. Fluttershy giggled and slowly lifted herself from the bench where she'd been laying, and felt a curious feeling behind her ears... She knew butterfly's better than most ponies ever would, and one thing she'd been curious about was now stretching out from where they'd hidden. Long, slightly thin black antennae extended out from her head and wiggled and stretched at her mental command. Her hooves came up and slowly drew Aloe in closer to her, the soft black antennae slowly wrapping themselves around her head and neck as Fluttershy pressed her lips to Aloe's.

Aloe's body went rigid with an electric shock of pleasure at the touch of the kiss, her body responding with unconscious lust and pushing itself in closer to the beautiful mare before her. Then her eyes widened as she felt a long, slick tongue coil its way around her mouth and slowly down into her throat, muffling any words or sounds she might make into Fluttershy's mouth. Aloe's mind reeled with all of the implications of everything that was happening to her as the black antennae slowly caressed her neck and mane, the tongue slickly pressed in and around her lips, taking her body in a way no other tongue could...She felt Fluttershy's forehooves reach up and slowly wrap around her shoulders- pulling her down and into her embrace...

Fluttershy gently pulled Aloe down to the bench with her, feeling her wings flitter and waft in excitement behind her - sending sparkles of color all over the room in little flashes of light. She tasted deeply of Aloe's lips and mouth, her tongue oh so much longer now... and hungry for the juices that awaited her below. She could feel the deep core of dark power coiled within her, and giggled as it slowly flowed into the spa pony from everywhere they touched. Little motes of shadow shed onto the ground as her wings flicked and flapped, slowly oozing over towards where Aloe lay now in her hooves and absorbing through her skin.

Shy slowly pulled herself away from those delectable lips, and the long tongue began to snake down to Aloe's neck, wrapping around it for a moment before withdrawing back into Shy's mouth. Fluttershy's head slowly descended, leaving nibbles and flicking tongue across the sensitive belly, her long antennae caressing the beautiful body she now held completely in her sway and painting it liberally with slick black shadows.

Aloe's eyes began to widen as Shy's head reached between her thighs, and for a moment her conscious mind woke up as she began to realize what Fluttershy was up to. She opened her mouth to protest when that long tongue hit her marehood like a revelation from the heavens. Her mouth opened and all that came out was a long, low moan that filled the room like a hymnal to whatever debased god had caused this moment. All thoughts she might have had of escape or evasion fled, and Aloe simply gave herself over to the pleasure that surged through her body.

Fluttershy was in a similar heaven - licking the nectar out from the blooming flower that was Aloe's pussylips, it wrapped and lapped up every ounce of the sweet juice that had coated her thighs, then delved deeply. Shy's mind sang with pleasure and glory, as her senses were assaulted by the spicy-sweet taste on her tongue, her antennae firmly gripped around Aloe's thighs and held them forced open - though they were making no move to close - so that Fluttershy might feed deeply upon the treat.

Shadows gathered from within the room and poured into Aloe's quivering nethers, slowly filling her with a glorious new power and purpose. Her head arched and her back followed - her forehooves grasping the beautiful pink mane of Fluttershy desperately, and she screamed as the first orgasm hit her mere seconds later. "Oh, Goddess Umbra! Yes!" She cried out into the room, her body bucking heavily as her pussy juiced thoroughly - much to the delight of the squealing Fluttershy between her thighs...

~~~~~~~~

"What's that?"

Came the bright and curious trottingham accent of Pipsqueak from the playground, back in Ponyville to visit his friends.. Cheerilee's eyes snapped to where the little colt had pointed - off towards where the Everfree Forest loomed in the distance. At first, she saw nothing in particular but.... then she noticed it. The darkness cast by the trees of the forest in the bright light of the full moon now rising up above the tree line was coming to life. The shadows were slowly morphing and springing to some kind of unholy life - gathering in a great pool of deep darkness around the base of the forest's trees.

Most of the colts and fillies were watching now in wonder and fear, and Cheerilee felt her blood run cold at the sight. We have no time. her mind whispered, and she quickly called out. "Children!" she snapped out in her very best parade-ground voice. The faces of every child in town turned to her in sudden recognition - even Silver Spoon looked over at her in surprise. "Quickly, Follow me right now! Drop everything you're doing and move!"

Normally, they would whine - grumble and moan about leaving behind the play of their chocolate treats or the spooky stories of the campfire... but something about the desperation in Cheery's voice plucked some ancient fear in their tiny hearts. As one, the crowd of children trotted at top speed behind the rushing teacher. "Kicker! Cherry! We need to get airborne ASAP!" She screamed out across the field, where the two ponies were leaning against the hot-air balloon and chatting.

Fortunately, neither of them hesitated. Kicker immediately went to work tying and securing the curiously built cart to the side of the giant balloon. It was built out of a special kind of light wood that Pegasi used for structures in their cloud cities that would house ponies of other tribes, and was enchanted to allow normal ponies - or heavy packages - to be carried along in it with no weight.

Cherry was already leaning as heavily as she could on the throttle of the magical flame-jet that provided her balloon with the hot air it needed to give it lift. "Quickly, into the cart and the balloon kids!" Shouted Cheerilee, her heart racing with pure panic as she stole a glance behind her - Sure enough that thick carpet of darkness was rolling inexorably across the ground towards the town of Ponyville. It looked like some living thing birthed from the darkest nightmares she'd ever had and it was coming towards her town. To do what? She had no idea. She didn't want to find out.

The kids were piling themselves into the balloon and carpet. Surprisingly, Silver Spoon was directing traffic, making sure the littlest foals were safe in the basket while making sure everypony in the cart had something or somepony to hold on to. Cheerilee could not process this minor miracle for long, crowding herself into the balloon alongside Cherry and a dozen or so young fillies and colts, all of whom looked scared out of their minds. She sank down to the floor of the basket and gathered them all close to her. "We gotta go, Kicker!" Yelled Cherry above her head, as Cheerilee carefully hugged all of the little ones to her body and stroked manes and tales comfortingly.

"Right! Liftoff!" yelled Kicker from somewhere behind her, and Cheerilee felt the sudden vertigo of leaving the ground behind them. She could see no more, and hear no more of what was going on save for the rushing of wind around the basket as Cherry Berry muttered something relating to the speed of their ascent. "Gonna get us into the airstream, Cherry! Hold on to your flanks Kids!" came Kicker's voice again, and Cheerilee held on for dear life.

~~~~~~~~~~

Mr. Cake did not know how long he had been running now.

It had begun hours ago, when Pinkie had slipped into his bakery and put on her bedroom eyes. He'd tried to dissuade her, but she simply hadn't been interested in listening. He'd told her that he had errands to run, and she'd dutifully allowed him to leave the shop with herself in close attendance. He'd finally managed to lose her a few hours ago or something like that, slipping through a series of back alleyways when a large group of party-goers had insisted upon her coming along for a toast of cider.

He hadn't hesitated then. He'd doubled back to Sugarcube Corner to grab his saddle bags - already packed and ready to go - and hard-hoofed it out of town. He hadn't slowed either - He'd flat out ran. He was still flat out running, fueled by desperation and an endurance born from fifteen years in the trenches of the baking industry. He'd passed the outskirts of Ponyville ages ago, and found himself on one of the high-hills surrounding the town. He allowed himself to slow down for a moment, his breathing coming in hard and fast lathers. A moment to catch his breath would be good.

It was then that he turned to the moon-lit skies above the Everfree that he saw the amorphous black shape slowly slinking across the ground towards Ponyville. He stared at it in disbelieving horror as it began to creep up to the very borders of Ponyville, slipping through the trees surrounding Sweet Apple Acres like slow moving water. Then a soft voice jumped out at him, sending him screeching and leaping through the air away from the source. "Why're you running, Mr. Cake? Don't you wanna come play with us?"

It was the soft, dulcet tones of Pinkie Pie - who was staring at him from the path leading to Ponyville. She was looking at him calmly, her hair still bunchy and poofy but her facial expression was... a little sad. Carrot Cake licked suddenly dry lips as he took a hesitant step backwards from her. "Pinkie. I can’t stay here. Not for that." He said, his chin jerking in the direction of the slow moving shadow.

Pinkie turned to look at it for a moment, then turned back to look at him - faint comprehension on her face. "Mr. Cake... It's not bad." She whispered softly, a gentle gait carrying her closer to him - and his own backpedaling keeping the distance between them. "I've never felt so alive, so free to be myself." Pinkie's voice picked up, carrying across the moonlit hill soothingly. "I always knew when you were looking at me, Carrot Cake." That soothing voice turned into something softer, sultrier. "Watching my soft flank sway back and forth in front of you... how much you wanted to grab it, mount it..." Her back arched a little, and Carrot Cake felt an electric chill course down his spine. "Mmmh... Spank it. Tie it down and take it like a squishy little fucktoy." Pinkie's voice growled out, her eyes blazing deeply with shadow power... "You can have it now, Carrot... You can do anything you want to me, and I'll love every. single. minute of it."

Carrot's rear hooves found a sudden drop behind him - She'd been maneuvering him! His eyes panicked as he gazed down at the sixty foot cliff drop behind him - one of many like this that dotted the hills and ravines to the east of Ponyville. He looked back to Pinkie Pie, who was now standing just a dozen yards away. She had on a sultry look in her eyes and a slow smile on her face. "Just let go, Carrot..." She whispered, her slow steps carrying her ever closer. "You'll have so much more fun with us..."

Carrot felt something then. Something he'd not felt in all of his long years. Something that steeled a gentle soul, long used to living a peaceful life. Carrot Cake had never been particularly brave, but he'd loved Cup Cake for as long as he could remember. He loved his children the same, strange genetics notwithstanding. He loved Pinkie too... but he didn't love her that way.

Oh sure, he'd looked. No healthy male couldn't look at something like that, but there was looking... and there were other things. No. Carrot loved Cup, and he always would. And right now, he had a responsibility to the one he loved. He felt... calm, all of sudden, his hooves taking him slowly back to the edge of the cliff behind him. Pinkie stopped in her tracks and stared at him in abject shock. "Mr. Cake, stop that! You'll fall!" She sharply commanded, her tones having gone straight from sexy-sultry to worry and fright in the space of a mere moment.

Carrot Cake. Husband to a loving wife, to a beautiful daughter and a handsome son, looked up at her with peace in his soul. Kind and Loyal to one another. Till death do us part. He thought, repeating the last words of his vows from so long ago, and smiled at Pinkie Pie. It didn't matter. He would die, yes, but they wouldn't be able to use him to corrupt Cup or Pound or Pumpkin. They couldn't use him as some kind of weapon against them. They couldn't torture him to find out where they'd gone. He would protect them by doing the only thing he could.. His family would be safe. For that was the one and only duty a father could not lay aside for anything. No matter what the cost. "I know." Carrot said with eyes brimming with tears. "G'bye Pinkie. It's been real." His hooves left the land, and he jumped off the cliff.

It wasn't like a normal fall - the kind that happened so fast and so hard that you never had time to really process that you were falling till you fell. Time seemed to go slowly for this one. The last thing he saw from the cliff was the shocked, terrified look on Pinkie's face before it vanished behind the stony face of the cliff. Earth pony or not, Carrot knew this wasn't survivable. He'd never been tough like most earth ponies - his long neck and skinny physique attested to that.

"Celestia..." he whispered quietly, as the gentle rush of wind surged past him in this strange place between the seconds as time itself felt like it was giving him this moment to pray.. It felt like he was falling all too slowly. "Please watch over my family. Bring sunlight into their days, and peace into their nights." He spoke softly, his hooves crossing over his chest as he fell... "Keep safe my spirit and ease my passing into the world beyond..." The wind came swifter, and Carrot Cake scrunched his eyes shut. "In the name of the sun.. The moon.. and the beautiful earth- "

His words breathed into the cool night air as the beloved earth rushed up to meet him.

Cup... I'm sorry.

Then, all was darkness.

~~~~~~~~

Inky black hooves strode slowly out of the black stone gate that now hung over the path to the Everfree Forest. They left a smoking trail of shadowed hoofprints in their wake - and were followed in close attendance by a set of deep violet hooves which moved a little faster, and left no trace of their passage. The two ponies walked together in companionable silence - or at least, it was silence to any who listened with ordinary ears. There was no need for spoken word when your minds could converse with one another just as easily.

Which wasn't to say they didn't like actually talking - there were emotions only physical lips could convey. Meanings and subtleties were so very much fun. Both of them thoroughly enjoyed the interplay of words, of suggestion and prose. That was simply something they'd always had in common, long before Twilight had etched her personality upon Umbra - and vice versa.

For now though, their hoofsteps proceeded behind the wave of shadow power that they directed together. Their horns were lit in similar shades of deep purple - the liquid like shadows stirring and pulsing into the darkened streets of Ponyville. Those unfortunate revelers who were traveling at the time were the first ones to be struck by the power. There was no subtlety here - Twilight was learning a new technique, and it would take some practice to get it down right. Practice that she would earn tonight, if all went well.

Umbra simply helped her along - like training wheels on a bicycle. Letting go a little bit more of the control with every moment as Twilight learned to master the physical manifestations of her power. The Shadows fell upon the wagon full of drunk ponies - their screams muffled into silence as the power simply engulfed them in darkness. The mass of shadows pulsed and wickedly throbbed over their bodies, dragging them out of the cart one by one so that Twilight could methodically corrupt their souls with her shadow before moving on.

Once sufficiently dealt with, the shadow writhed away from them and swept down the remaining streets of the town. Those ponies she'd left behind slowly came to, stretching out muscles and newly reborn minds - slowly coming to terms with the new Goddess they would serve. The power swept the streets clean of such travelers, before moving on to the buildings one by one.

Umbra smiled down at the young pony with a broad smile of pride upon her lips. Twilight Shadow was every inch the younger daughter she had never had. They were so perfect for one another, Umbra suspected the work of providence upon her side. Twilight's mind was fiercely logical, but it had deep undercurrents of desire and need to control the world around her. She wanted the world to make sense, to be safe - and also to be fun in certain ways. She abhorred random chaos - and that was something Umbra could appreciate so very, very much. Twilight frowned faintly for a moment, and Umbra spoke quietly - trying to prompt her to disclose whatever she might be sensing. ~"What vexes you, daughter?"~ She cooed softly, remembering the hours they had spent together earlier this evening - their tongues entwined together - and shivered a little. Few creatures had ever sated her lusts the way Twilight had.

Twilight shook her head once. "There are ponies getting away. And something bad has happened to Pinkie Pie." She glared up at the sky. "Though I can't tell what. She's incredibly distressed, angry and sad. We're going to need to deal with it when she gets here... and..." She paused, wincing. "Something is disrupting the shadow on the eastern side of town... I can't tell what it is either."

Umbra nodded, her gaze somber and wise. ~"Likely some clever unicorn. Do not fret about a few strays fleeing before our might. They will spread the word, and make our task ever so much simpler in the future. We shall aid your friend when she arrives, of course."~ Umbra had always had to deal with the foibles of her hosts, and Twilight's foible was the ponies she held close to her heart. It was, in the whole, an easier one to deal with than most of the ones she'd lived with in the past.

Still, It was rare indeed that some creature had the power to disrupt her. She wondered what it might be....Her ears perked to the east, as some kind of loud noise slowly moved away from the city...

~~~~~~~

"Bitches don't know bout the power of mah BASS CANNON!"

Vinyl Scratch screamed her defiant battle cry as a wagon covered in speakers, festooned with cables and magical power sources trundled out of the city at top speed - pulled by a trio of massive earth pony stallions who had been bouncers for the club. Atop the wagon sat DJ-P0n3, shoving dials up to their maximum settings and checking records into and out of the exchange as raver-geared ponies hung on for dear life all around them.

The speakers were projecting the kind of sonic assault that on any other day would have gotten Vinyl arrested. Today though, they were hitting the liquid shadow power with enough force to send them into paroxysms of movement that stopped them dead in their tracks. It so just so happened to shatter every window they rode past, sent hiding cats into fits of hysteria, and give everypony in the sonic cone a minor migraine.

It also was a signal, one Vinyl hoped a very specific pony would hear in time. A very specific, grey coated pony who poked her head out of the second story window of her home to stare at the passing party-cart...Vinyl looked up and tried to call out to her - only to see a wave of darkness burst from inside the house and grasp the grey cellist around the waist. "OCTAVIA!!!!" Screamed Vinyl, as Octavia's eyes went wide in shock and was dragged into the darkness of her home.

Vinyl stared at the building as the cart trundled at top speed out of the town, unable to speak even as all of those upon the cart watched the black mass slip through windows and overtake other slowly panicking ponies in the streets behind them - swallowing them up into themselves and dragging them away to who knew where. Ponies Vinyl cared nothing for, as relentless streams of tears spilled down her cheeks - staring into the darkness of the house slowly growing smaller behind them

~~~~~~~~

Cloud Kicker watched in numb horror as the seething shadows slowly engulfed the entire town of Ponyville. Most of the pegasi of the town had been down there, whooping it up with the rest of the citizens. Her sister, Cloud Chaser might still be among them. She had no idea who might still be left up in the sky, but she had hopes that they'd get out before they got caught by whatever it was too. With the sky-cart now nice and full of fluffy cumulus clouds, They were making good time in the speedy stream of air bearing the balloon to the east.

Her eyes scanned the skies ahead of her, and behind - looking for any number of potential dangerous weather patterns that might cause them a problem. It was an old habit, and it was one she was glad for. That rainbow streak in the night sky might never have been noticed otherwise. It was coming straight for them too. "Kids! Get down!" She snarled out, her eyes narrowing. The fillies and colts around them took cover as Kicker launched herself up off the cart. She was in no way, shape, or form the kind of flyer Dash was... but maybe she could stall her by being smart and confronting her directly.

Sure enough - Dash pulled up short some fifty yards away from Kicker as the balloon continued to move gently in the stiff wind away from them. She wore some kind of weird dark version of a Wonderbolts uniform, only confirming Kicker's suspicion that the former weather-captain had well and truly lost her marbles to be getting involved in all of this. Damnit, Ditzy... why did you have to be so right? She thought with a grimace as Dash spoke up. "Go back to town, Cloud Kicker. I don't know what you're doing with all those foals-"

"Keeping them safe from THAT!" Kicker snarled at her, pointing down at the pulsating mass of shadows beneath them. "Or do you think I'm stupid enough to believe that's just some kind of fog?" She spat out, keeping her flight level with Rainbow's. She was alone up here, working off of pure bravado against one of the most talented fliers in all of Equestria. Dash could probably fly rings around her any day of the week. But maybe all I need to do is stymie her long enough for it to not matter. She thought grimly.

Dash shook her head slowly. "You don't have a clue what's going on down there, Cloud Kicker - so don’t try and lecture me about it. Get. Down. There. And take those kids back to their parents. They'll know what's right for them." Dash said in tones of absolute certainty... which she ought to have known was more than enough to piss of Cloud Kicker in epic fashion.

"Clop Off." Kicker spat at Dash. “I know enough to know I'm not gonna let you come within fifty yards of those fillies." She flared out her wings and waited, pouring every bit of focus she could into watching Rainbow Dash's next move...

Dash came at her. She was the fastest pegasus in Equestria. She had years of self-training, and even time at the Wonderbolt Academy to draw on. Kicker was and had none of those things - but she did have reflexes honed from two decades of working with thunderhead clouds. Reflexes she put to work right here, as Dash poured on the speed Kicker dodged just a few inches to the left and lashed out with her wing - buffeting Rainbow Dash with a blast of air and sending her careening off to her left into a nearby cloud.

Kicker smirked and pulled a barrel roll, racing off to stay between Dash and the Balloon with all of her might. She knew it might end up with her going down. It was actually pretty likely, point of fact. But she was going to make Dash pay for it...and buy those poor foals time to get away. Sure enough, Dash was making for the balloon by the most direct means. Kicker's eyes widened though, as Dash slipped into a cloud some two hundred yards from the balloon... and reappeared in another cloud a hundred and fifty yards ahead. Suddenly, there was no time to reach the balloon. No unicorns or pegasi in there to fight her off. Kicker could only watch in horror as the rainbow streak made for the balloon's airbag....

Rainbow Dash was unquestionably the fastest flier in in Equestria... but there were plenty of ponies who had a turn of speed of their own. Cloud Kicker's eyes went wide at the flash of the buzz-cut blonde mane, the angry red eyes and the rippling pectorals that seemed to come out of nowhere, diving at Dash hooves first. Rainbow Dash herself barely had time to look up and see the incoming figure and hear a sudden battlecry that echoed across the sky.

"YEAAAAAAAAAAH!"

Two massive hooves impacted with Dash's side, backed by more than three hundred pounds of solid muscle. Only countless hours of training kept the hit from breaking every bone in Dash's ribcage as she spun in midair to try and deflect some of the blow at the last moment - and even then the shot sent Dash's body rocketing towards the treetops below. Rainbow Dash crashed through the treetops with a series of thickening crunches, and Cloud Kicker felt her eyes tear up with joy - pumping her wings as hard as she could to catch up with the balloon as two more pegasi floated down out of the skies...one of whom was very familiar.

"CHASER!" Kicker screamed at the top of her lungs - barreling into the mauve-coated, wild maned pegasus that was her sister with reckless abandon. Throwing her hooves around her midair and hugging as tightly as she could. "Thank Celestia! You're okay!" She sobbed out, and felt herself being guided over to the cart by the gentle hooves of her sister, slowly soothing her back as tears ran rivulets down her cheeks.

"Course I am, Sis. Thanks to Snowflake and Thunderlane here." She said with a saucy smile on her face. The massive white pegasus grinned toothily, and his dark-coated counterpart slapped him on the back, the pair of them exchanging a massive hoofbump with one another in celebration. "I'm just glad to see you and all these kids safe from... that thing."

The mention of That Thing made all four of the pegasi look behind them as they squeezed into the end of the cart. They were picking up speed now away from the town they called home as the darkness surged and swamped over what few homes remained. From here, they could see the town hall had somehow been set ablaze and merrily burned like a torch in the center of a forsaken place.

Silver Spoon spoke up, much to the surprise of all those sitting around her. There was a sadness behind those jewel-rimmed spectacles, and her voice softly intoned the words all of them hadn't wanted to voice. "This is just the beginning of the bad stuff. Isn't it?" She observed quietly, and no one in the cart wanted to respond.

All of them already knew the answer, as they watched the Fall of Ponyville in silence.

Author's Notes:

Rarity's scene has been moved to the next chapter to spread out the sexy bits a little and to re-emphasize the dramatis of this moment.

This chapter has been published ahead of schedule because it was done and... well, buck it, I've been waiting to write this one forever.