The Manehattan pier, a once a busy port of trade good during the warm glow of the day. Unknown to most of the busy town, the trade industry are secretly working for the Nightmare Family’s business. Artifacts from years past, or other goods were being transported throughout bases. In fact, the Nightmare Family operated in various places in Equestria. Due to the queen broadcasting through ponies’ dreams the Nightmare Family seemed to be getting more supporters each day.

A fresh shipment of supplies has recently arrived from the Saddle Arabia. As an executive for the Nightmare Family’s business dealers, Emerald Wave has been left in charge of supervising the work while Starlight Glimmer and Cloud Skipper watched his back.

As Cloud Skipper stood at the pier, He looked at the moonless sky watching the stars twinkle like diamonds. The stars, combined with the sound of waves crashing against the cement walls and wooden pillars made it a nice place to rest.

Skipper walked over and took a seat on top of a crate that held Twilight Sparkle’s father, Night Light.

Even before becoming an executive for Midnight’s army, the stallion had been lead to kill those who threatened the lives of him, his friends, and country. However the difference is back then, he did it all for his princesses and the country, he had sworn to protect. Though after all that had happened in the past four years, he decided to abandon his family. Regardless if his captain as innocent, his family hated dragons and he knew they would never forgive him for taking Phantom’s side.

The answer to this was clear to him like the sky above him. ‘This is justice,’ he thought to himself. The sudden sound of flame bursting on the deck of the cargo ship carrying the resources delivered from the leader of Saddle Arabia. The green flame draw bigger, Cloud knew it was Phantom. What he didn’t expect, was three other nightmare guard ponies accompanying him. They were all unicorns trotting out of the fiery portal behind the drake himself, before the flame disappeared.

“Any sign of her yet?” Phantom asked.

“No sir,” Cloud answered looking up at the moonless sky.

Sitting down next to him, Phantom took the chance to strike up a conversation with Cloud Skipper. “Midnight says your training has put you on par with Goldbeck,” he praised. “Though I honestly must say, I still don’t understand why you decided to help us.” This question kind of caught Cloud off guard.

“Well sir, when I heard you was trial for murder, I thought why in Luna’s name would you do something like that? I then heard rumors that you were set up, but we couldn’t find any evidence until Blueblood confessed. He let out a sigh, “To answer your question, I did it because of Midnight.”

Phantom saw the stallion’s cheeks turning pink. He smiled knowing the sign all too well. “You love her don’t you?”

Cloud’s blush intensified but he didn’t deny it. “Yeah, I mean we were together since we were foals.”

“Does she know?” Phantom asked.

Cloud sighed and shook his head, “I’m not sure, but knowing her she might have known.”

“You should ask her. Midnight has been one of my best friends ever since I was banished. Despite her tough attitude, she can be really sweet.”

“Thank you sir,” Cloud said, grateful for his captain’s encouragement.

“Rest assured, your secret is safe with me as I know how you feel,” he said getting Cloud’s interest. He leaned in next to the pony’s ear, “I have feelings for Queen Nightmare,” he whispered.

He smiled as Phantom patted his shoulder. “You think she’ll come?” Cloud asked, changing the subject of his love life for the elite general.

“No,” Phantom answered, causing his fellow general to raise a brow until he finished his statement. “I don’t think she’ll come, I know she will,” Phantom’s green slit eyes stare into the moonless night as a powerful aura of magic appeared around him.

“After all, she’s a mental wreck right now.”

Princess Twilight was flying through one of the busiest cities in Equestria, Manehattan. It was a city that never seemed to sleep as well as one of Luna’s favorite cities to visit. In fact, she would have built her own castle, if she wasn’t banished in the moon for a millennia. The sights of tall buildings, ponies running about to go to work or enjoy what the city had to offer.

Normally Twilight would stop and take in the city lights. Unfortunately the lavender mare couldn’t stand and watch. As usual Twilight didn’t listen and chose to seek out her parents, before Phantom did anything to them. Not a wise choices for her part. Her horn glowed once again, and she disappeared in a flash of light.

Twilight had teleported again, but this time, she came face to face with Cloud Skipper. She recognized him, as he was a member of the Royal Guard who served under her brother.

“Where are they?” she asked with a hint of anger in her voice. “YOU FUCKERS KIDNAPPED MY PARENTS NOW WHERE ARE THEY!?” It was very rare to see a princess use such language, even Luna limited her swearing.

“Oh my a princess using such language. That’s a first.” Starlight fire a beam at the princess who quickly put up a shield but the impact made her skidded. Twilight didn’t know what happened to her, but Starlight wasn’t the same as she was when they last saw each other.

She knew that her former student was helping Phantom to commit this crimes, but she didn’t understand why? “Starlight!” she screamed. “Why help Spike do this?! I thought we were friends!”

Starlight gritted her teeth, “First of all, his name isn’t Spike anymore, it’s been Phantom for the past seven years. Second, you think I don’t know you treated him, even before you banished him!? After that trial, I followed Phantom and Nightmare. I tried so hard to defend him, like you would do for me, and for what? For you to toss him aside and forget about him?” Twilight took her words to heart.”

“I was wrong all this time, you’re no princess of friendship.”

Emerald smiled, “And please don’t use words such as ‘kidnapped’. I assure, you your parents came with us willingly.”

“I REFUSE TO BELIEVE YOU!” Twilight screamed, causing both ponies to roll their eyes.

“We don’t mind if you believe us or not,” Emerald said. “But the fact is Phantom gave you a choice and you didn’t listen.”

“Anyway, it looks like you paid attention to Phantom’s clues,” Starlight said as she tapped the crate. “Although Phantom did say that your parents will both remain unharmed if you remain in Ponyville, but guess that was a bit too hard for you to handle,” Starlight said with a smirk. “Your daddy is inside this crate, alive and well.”

Emerald unlocked the crate with Night Light inside. He wasn’t tied up on anything, the only thing that was on him was a horn ring to prevent him from escaping via magic.

“Unfortunately, your foolishness will not go unpunished.”

Twilight knew what that meant, and took off her father’s ring. “Dad teleport to Celestia’s castle, I’ll be there soon.”

“No honey, just come with me.” Night begged, but Twilight shook her head.

Cloud Skipper hopped of the crate and got into a fighting stance. Even if his opponent was an alicorn princess, the proud Zodiac wasn’t afraid.

Emerald smiled, “Well, you sure are eager.”

Reluctantly, Night Light teleported away like Twilight told him. Now she didn’t have to worry about him being killed during her fight.

“Cloud Skipper, I know you were a soldier in my brother’s guard. Why are you here?”

Rather than answer, Cloud Skipper rushed forward with his hoof raised. Unlike Starlight, who uses magic to attack from a distance, Cloud Skipper fights like Midnight and doesn’t hesitate to attack his opponents head on.

Twilight made a force field in time to block the stallion’s attack. However, the power Cloud Skipper possessed, managed to push her back.

‘What power!’ Twilight thought as she barely managed to hold the barrier. Quickly dispelling the force field, Twilight fired a powerful beam of magic right in the middle of Skipper’s chest.

She was surprised at how quickly the stallion shook it off. Besides his skill in physical combat, Cloud got his rank as an executive, because he had an unusual toughness that made him take very little damage from powerful attacks.

Twilight was about to fire a more powerful beam than before. Suddenly, a scaly arm deflected the wave of magic, causing it to hit a nearby building in a powerful explosion.

Twilight looked to see Phantom appeared. But that’s not all that surprised her. He was holding... Rarity by her mane.

Twilight couldn’t believe her friend’s condition. Her horn was removed, her mane matted, her cutie mark skinned. Suffice it to say, Rarity had seen better days.

The dragon only snickered, seeing his former best friend expressions. “Well this loose whore has outlived her usefulness in the dungeons. Even our horny guards have become bored with her.”

Twilight twitched her eyes in fury from hearing these words.

“Let her go Spike!” she demanded.

“You shouldn’t have come Twilight. If you’ve stay home, then both parents would be fine.”

He raised the broken mare up high, while green flames appeared around his other hand.

Twilight’s eyes widened, as she knew exactly what Phantom was thinking. “Spike DON’T!!” she screamed, but it was no use.

Phantom jammed his flaming claws... right through Rarity’s chest. The white mare coughed up blood and with her last bit of strength, looked down to see Phantom was holding her heart in his fiery hands. It didn’t take long for the organ to disintegrate.

“N-No... RARITY!!!” Twilight screamed, as tears fell from her eyes. Now it was official that the white mare was dead.

Looking at the now dead mare, Phantom tossed Rarity into the ocean. In mere seconds, the unicorn’s corpse sank below the water.

“You monster!” Twilight scream out then unleash a powerful beam toward the dragon. Who seemed to take a direct hit. Within the light it seem it over take him, as he suddenly vanished.

“Oh drop the act Phantom,” Starlight giggled. On cue, the dragon suddenly reappeared in a burst of fire. He looked quite amused.

“Oh alright,” Phantom snickered, deciding to stop pretending to be dead. “I admit Twilight, you’ve improved quite a bit since our last confrontation.”

“You want my help?” Starlight asked as her horn glowed. However, it died down as Phantom held an arm out.

“Thanks for the offer, but no, she’s my prey. Just take the shipments back to the empire,” Phantom ordered, cracking his neck. Both Starlight and Cloud Skipper nodded and joined Emerald Wind’s side. The three of them teleported back to the Crystal Empire with their fresh shipments.

“It’s just you and me now Twi. I’ve been waiting for my chance to get even with you!” Phantom’s body glowed with a powerful aura of magic that seemed to shake the ground. “I’m going to take my sweet time torturing you for all the shit you put me through! And once I’m finished and that hypocritical face of yours is fixed, I’ll be sure to rip off your cutie mark just like the others!”

Twilight looked disgusted, “You really have good taste,” she sarcastically said, gritting her teeth. “BUT I REFUSE YOU DAMNED MONSTER!!”

At that moment, Phantom couldn’t help bursting into laughter.

“What’s so funny?! WHO DO YOU THINK YOU ARE LAUGHING AT THE PRINCESS OF FRIENDSHIP?!!”

Phantom calmed down from his laughing fit, “Hypocrite, you’re supposed to be a princess yet you don’t listen to what others tell you. I told you already who I am, I’m Phantom. I’m nothing more, I’m nothing less.”

“SHUT UP!” Twilight scream, she fired another blast of her magic. It hit Phantom but the beast still stand, unphased by the magical stream of energy. “AND STOP MAKING THAT FACE, IT BELONG TO SPIKE, MY NUMBER ONE ASSISTANT!”

She flew into the air preparing a wind spell; channeling the magic to her wings, she flapped to create a strong whirlwind. As the air wave advanced toward the drake, Phantom’s eyes glowed at the rage of being underestimated. With a loud roar, he released a concussive blast from his palm, causing Twilight’s vortex to dissipate.

Snarling, Phantom rushed forward toward the shocked mare. His face was inches away from her own, as he quickly pulled back and punched Twilight in the face. The young alicorn rolled across the concrete.

“The smile belongs to your assistant?” he asked as Twilight stood. “The assistant you neglected and left for dead!?” His words hit her like a freight train going over 100 miles per hour. The drake then stomped the ground, creating a small crater upon impact. “Friendship is magic my fucking foot!” Phantom then jumped over Twilight and casted a spell to summon a wave of green flames.

Twilight quickly formed a barrier just in the nick of time. The powerful flames pushed against the field of magic. She was panting heavily only barely managed to block the explosion.

“You never listen,” he continued with anver in his tone. “I told you your parents were safe here with me, but no! Like always, with that hypocritical ego, you refuse to listen, worried that I might kill somepony!”

Phantom put his hands together to gather his magic. “I never want to hear that fucking mouth of yours ever again! I’LL SILENCE YOU FOR GOOD WITH THIS!!” He released a powerful beam of magic from his hands.

Twilight countered Phantom’s blast with her own wave of magic. The waves of magic collided in a powerful explosion.

Phantom’s anger grew as he thought about all the ponies who were still supporting Twilight and Celestia in their efforts to destroy him. “You’re quite popular these days, aren’t you Twi? Playing the damn hero of friendship like always?” The look on his face sent shivers down Twilight’s spine.

Filled with hate and fury, Phantom’s aura erupted from his scales. “EVERYTIME I LOOK INTO THOSE DAMNED EYES FULL OF DECEPTION AND MOCKERY IT MAKES ME WANT TO PUKE! YOU WOULDN’T HAVE A CLUE WHAT I’VE LIVED THROUGH BECAUSE OF YOU!” His eyes glowed even brighter as he increased the power of the fiery beam. “I’LL EXPRESS IT TO YOU WITH THIS FLAME!!”

Phantom’s wave of magic pushed against Twilight’s. “BURN AWAY TO ASHES, YOU FUCKING HYPOCRITE!!!” he roared as the wave continued pushing towards Twilight.

It was the end of Princess Twilight Sparkle as the the heat increased, the flames rapidly draw closer. Because of her actions, she lost Spike, Starlight, Rainbow Dash, Applejack, Rarity, Fluttershy, Shining Armor, and Cadance. Because of her she lose her closest friends, and family. As much as she knew, Phantom might be telling the truth. The heat waiting for death to send her with the ones she lost, what she didn’t expect a barrier forming around the mare.

It was none other than her marefriend and her former classmate Moondancer using every bit of magic they could muster to block the wave of fire. It wasn’t enough. Phantom let out another roar as he drew out more power from his rage and hatred, causing his magical blast to grow even stronger.

“T-T-Trixie? M-M-M-Moondancer?” Twilight spoke before falling unconscious. Before Phantom was able to incinerate them, Trixie teleported the three of them away.

Moondancer, Trixie and Twilight appeared at Central Square, the biggest park in Manehattan. It was the perfect place for a good workout; young foals could play around while the adults sat on a bench and relaxed.

Trixie’s horn glowed a greenish color, her magic begin to heal her. “Twilight, you foal,” the show mare said in a harsh tone, worried about her alicorn marefriend’s mental stability. They only barely managed to get away, next time the two of them probably won’t get so lucky.

Back at the pier, Phantom was just standing there in the aftermath of the whole ordeal. “So that’s the side you chose Moondancer?” The dragon quickly balled up his fists.

Trottingham was just like any other town in Equestria at night, Quiet with only a few ponies out and about. The seemly foggy town was peaceful as Ponyville, with only a few problems.

Down by the edge of the foggy town, laid a special building. This building was once a factory that made ice cream, but after an incident with the mad cow disease, the factory shut down and left abandoned. Plants grow along the forgotten walls, glass busted from delinquents throwing rocks at the window, leaving shards on the cold concrete floor. The wall inside the structure in far worse condition. The once bright room that was used to make the yummy treats, now aged, ready to be peeled off, while the machines were left to rust.

One might think nopony would consider stay at the factory. But as a matter of fact, there were seven. Seven ponies, all in different locations throughout the factory

Amongst these seven were Pinkie Pie and Midnight Blossom. The other five were mere guards who served in their divisions. As Phantom had ordered, Midnight and Pinkie brought Twilight Velvet to this abandoned warehouse as part of their little game.

The guards wanted to pounce Velvet and have their way with her, but Pinkie gave them stern looks, as they knew their orders. They were all responsible of making sure no harm comes to the mare, as well as keeping her fed. To their disappointment, the two have to obey, otherwise the punishment will be severe.

At the moment, Velvet was asleep. Nightmare decided not to visit her dream that night and allow her to have a peaceful dream. One where her family were together, and happy. That was until she heard a horn, taking her away from the dream.

Pinkie blew a horn, waking the silver coated mare from her slumber. “Wakey wakey! Phantom is going to be here soon.”

“W-Why are you doing this Pinkie?” Velvet pelted “You’re supposed to be friends with my daughter, why help...” She wanted to say ‘monster’, but she feared the consequences of insulting the captain. “...Phantom?”

Before one of the ponies above could speak, Pinkie spoke. “You want to know why I joined Phantom? It’s because I felt the pain he was going through, the agony of being ignored and abandoned! Something you may never understand!”

The moment she finished, the factory doors opened and everypony turned to see the captain of the Nightmare Family himself.

“At ease,” Phantom said walking over to Velvet. “She didn’t listen,” he spoke in a calm tone. “I nearly finished the job, but Lulamoon and Moondancer got in the way and they escaped.” The mare let out a sigh of relief.

“Moondancer, you mean that pony Twilight would have been if Celestia had never sent her to Ponyville?” Pinkie asked, to which Phantom nodded.

“Interesting. Why would she help Twilight?” Midnight asked.

“Maybe because she cares for her, or something else,” the dragon shrugged. “It’s a shame, I actually liked Moondancer.”

Entering Velvet’s cell, Phantom leaned down and gently stroked the mare’s cheek. Velvet couldn’t express it, but this dangerous dragon filled her with a comforting feeling.

“I’m not going to kill you. Oh no. But I’m going to use you.”

“U-Use me?”

“I don’t want you to remember anything that will happen from here on out. So I’m going to suppress your mind with my magic.”

He continued to stroke her cheek, “I know that deep down inside you don’t hate me, despite everything that has happened. And you should know why? They killed me like they did to my real family.” Phantom explained to Velvet of how Celestia experimented on his real family and stole his egg from his parents.

Velvet couldn’t help what happened next, she began...to gasp in horror from the detail Phantom have provided with Velvet. Tears soon began to fall from her eyes, despite Phantom’s crimes, she believed him.

Phantom touched Velvet’s forehead and began to activate his magic. This spell would suppress the grey unicorn’s consciousness. It took quite a bit of concentration, but Phantom managed to complete the lock.

Velvet looked at him with a blank expression. It was clear that she was completely unaware of the world around her.

“That’s better.”

The guards behind him were eager to get their hooves on Velvet. “Uh sir can we...”

He was cut off as Phantom shot them sharp glare, causing the guards to whimper.

“And that the situation your highness,” Obsidian said having finished reporting his a message from the Dragon Empire. Dragon Lord Ember has offered the aid of her empire to help fight Celestia, when the time came.

“I see,” the queen stopped and blushed, thinking about how charismatic Phantom has grown.

“If I may ask your highness, do you think Master Phantom would be able to kill her?” Obsidian asked with a bit of worry.

Nightmare knew with the dragon’s knowledge of ancient secrets of magic, they could indeed take out Celestia. Unfortunately, her beloved Phantom, even with his seven years of brutal training, wasn’t powerful enough to kill the princess of the sun.

“I doubt it,” she answered reluctantly, “My dear Phantom is far too weak to stand up to her alone, but only because my sister has more experience,” Nightmare answered. Nightmare felt safe discussing her feelings with Obsidian. The black drake kept his word, and never spoiled any secrets. To be honest, he understood her feelings as he was beginning to feel affection for Fleur.

She sighed happily telling the elite general how she had watched Phantom’s progress. The young drake had continued to grow more powerful, stronger as time flew by. Maybe it was natural for dragons to impress their mates by showing how strong they were. Nightmare knew one thing, her student had impressed her to the point where just seeing him smile, would get her through the day.

“Anyway, what should I tell the kingdoms about slave driver of a princess?” Obsidian spat. Through the army’s connections with the outside world, many other countries have learned of Phantom’s unfair treatment and unjust banishment. Once this war ended the world the dark drake will be united more than Celestia ever had.

“As long he can keep getting into her head, my dear student can defeat her,” she giggled. “Anything else?”

“Dragon Lord Ember wants to know where Discord is, and why he didn’t help?”

Nightmare sighed, “He washed his hands from Equestria after Phantom’s banishment. She turned and looked out the stained window, “I don’t know where he is right now or what he’s thinking... If I had to guess I’d say he’s over at Fluttershy grave. Truth be told, we wouldn’t be able to go as far as we could if he was on their side.”

Being the first friend he ever had, Discord has been visiting Fluttershy’s grave ever since he heard she killed herself. Still, he didn’t like the fact that she and the others, didn’t seek Phantom and apologize for all they did to him. In fact, when the draconequus urged her to go, she replied she was too scared. Though, Discord lectured her about overcoming her fears, it didn’t work.

“Anything else?”

“No milady,” the black dragon replied with a short bow.

“Then you’re dismissed, and do inform Dragon Lord Ember that we appreciate her assistance.”

Obsidian nodded and walk out of the throne room, to contact the dragons. Before he exited, he looked back at to see Nightmare slowly closing her eyes. “Lucky,” he said before he continued to make his way down the halls.

After Obsidian had left, Nightmare Moon fell asleep, her thoughts focused on her student.

It has been two days since since Twilight’s parents were taken to the Crystal Empire. Even though her father is safe, two days have passed and Twilight hasn’t had any luck in finding her mother. Princess Celestia had offered to help by sending the royal guards to Trottingham to search for Velvet. Meanwhile, Twilight, Trixie, Moondancer and three guards poked around all of the piers in Manehattan.

Twilight’s sanity was fading quicker and quicker by the hour. She didn’t rest, she couldn’t after all. Her mother was missing, and she lived in fear that she might never see her again. Celestia had lowered her sun, but the moon remained in its place.

“Trixie couldn’t find her,” the light blue mare said while she trotted up to Twilight who was sitting in the hotel room Celestia had arranged for the search.

“Nothing on my part. And the ponies here aren’t much help ether.” Moondancer lower her head in shame.

“I’m sorry Princess Twilight, but there no sign for your mother,” one of the guards said. His horn softened tired from using a searching spell.

“We have to keep trying!” Twilight said, her horn continue to glow with no rest.

“Twilight, Trixie suggests you take a break,” Trixie said with consideration of her marefriend’s wellbeing.

“Not until I find her,” Twilight response in a raspy voice, “Not until my mom is safe from that monster!”

A guard came trudged inside looking battered and bloody “Princess Twilight Sparkle!”

Twilight noticed the guard’s state “What happened?!”

“I was attacked by one of Phantom’s generals...he’s waiting by the…” Before he could finish, the guard fell unconscious.

On the armor was a note saying to meet him by a warehouse

With no other words, Twilight has teleported out of the room. The said officer could tell her where Phantom’s hiding her mother.

Phantom was sitting on the safuto with two of his elite Nightmare Guard generals, Starlight Glimmer and Pinkie Pie. He had sent the others back to the empire to await further orders. Phantom and Pinkie stare down at the door, thanks to Pinkie’s Pinkie Sense, Twilight, Trixie and Moondancer would walk right through those rusted doors any minute now.

“She’ll be here very soon,” Pinkie said twitching every body part. While all four elite officers enjoyed bloodshed to a certain degree, Pinkie seemed to enjoy it the most. Often the party pony would be shaking, eager to fire her party cannon.

“And... they’re... HERE!” Right then, the doors opened. There stood the unicorn magician, the bookworm, and the alicorn princess of friendship.

“Three on three, I like those odds,” Phantom said leaping down the scofton, landing with a heavy thud. The three mares stare Phantom, Starlight and Pinkie down, the only sound was the wind blowing through the grass.

“Can I get Trixie?” Starlight asked, looking at the magician in the eye.

“By all means,” Phantom answered. “Remember you two, Twilight is mine.”

“I guess that leaves me with Moondancer,” Pinkie said, bouncing excitedly.

“Where did you bastards take my mother?!” Twilight yelled, his horn glow ready to fire at the drake.

“Oh I can’t tell you that,” Phantom said in a tone that made him sound like he was talking to a child. “If I do you’ll immediately leave to retrieve her.”

In response to Phantom’s mockery, the princess of friendship did something nopony should ever do. She charged at the captain of nightmares.

Like most creatures who wanted to avoid things, the purple dragon sidestepped to the side, resulting in the enraged alicorn to crash to a pillar head first. Luckily for her she quickly recover and fire a magical beam at the dragon.

Phantom swatted the beam aside, before slamming his hands to the ground. Channeling his elemental magic of earth, Phantom reshaped the underground minerals into spikes, which sprouted all around the purple alicorn.

To avoid getting pierced, Twilight flew out of the range of the spiked rocks. Her eyes widened however as she saw Phantom had ascended in front of her pulling his fist back. She quickly generated a barrier, creating a loud sound as the dragon’s scaly fist connected with her shield.

Trixie charged up her horn and fired a beam of magic at the dark dragon, but the blast was met by a energy wave from Starlight.

“You’re fighting me,” the light purple mare snarled.

“I don’t want to fight my first friend.” the magician sighed, but charge up her horn anyway. “I thought we had a special bond, why join him?”

Having enough, Starlight fire her magic bolt at the mare, who quickly created a barrier. “Our friendship ended the moment you I’ll give you the short version, I knew he was innocent.”

Pinkie had her attention on Moondancer and pulled her party seemingly out of Phantom’s flame before they fizzled. The cannon had been altered by Nightmare Moon’s dark magic, and could now shoot its own dark energy.

“Aww, and here I wanted Trixie, oh well.” She aimed her cannon at the Moondancer. “Tho I kind of wondering why side with Twilight... Oh! I know! I know! Ever since Twilight came back into your life, you’ve wanted to shared memories with her.”

Moondancer felt sad, as she remembered Pinkie had helped with her party to rebuild her friendship with Twilight. “Like that’s any of your business.” Before she could say anything else, Pinkie fired her cannon.

Twilight narrowly avoided being swiped by Phantom’s claws as they made contact with the ground, creating a small crater. Quickly pulling his hand out of the ground, Phantom swiftly delivered a powerful kick to Twilight’s stomach, sending her crashing into the wall once again.

“Twilight!” Moondancer shouted looked away to her friend.

While her opponent was looking away, Pinkie wrapped her hooves around Moondancer and squeezed her in a powerful grip. When Pinkie hugged somepony, she was always seemed strong enough to snap their spine. Now she was going to put that random strength to use.

Moondancer tried to focus on a spell, but the pain from Pinkie’s bear hug kept her from concentrating. “Damn...!” she gasped. Moondancer knew she had to do something, or else her spine would give in. Leaning down, she bit Pinkie’s ear, causing the pink mare to moan and loosen her grip.

Moondancer took this opportunity. Channeling her magic, she generated a force of magic, sending Pinkie flying toward one of the beams that held the fondaction to the building they were in.

‘What in the?’ Moondancer saw that the pink mare was giggling, it was as though she found some sort of pleasure in the pain she was feeling. Pinkie hopped back onto her hooves with a wide smile.

Moondancer fell to the ground, as she felt a sharp pain in her back. ‘Damn it!’ she thought, unable to stand. She could only watch helplessly as the psychotic pink pony began to hop over to her.

Trixie wasn’t faring so well either, as she landed onto the ground, having taken a direct hit from one of Starlight’s spells. The light purple mare levitated above her, before casting a paralysis spell on Trixie.

“You lose,” she said, as she descended beside the show mare preparing to finish her off.

Twilight had blood dripping from her muzzle as she slowly lifted her head. ‘He’s so fast…’ she thought.

Phantom began walking towards Twilight, generating more green flames in his hand. “Things don’t look so good for you Twilight,” he said with a scoff.

One side of Moondancer’s glasses were broken, as Pinkie repeatedly kicked her in the side. Due to her damaged back, Moondancer could only lay there and bare with the torment.

‘This isn’t good.’ Twilight knew this was the end, and in one final act, she charged up her horn. Unfortunately, before Twilight could cast a spell, Phantom, Pinkie and Starlight all began to glow in a blue light. The three then disappeared in a bright flash, leaving the three mares confused.

Phantom, Starlight and Pinkie Pie appeared in the throne room of Crystal Castle, now standing in front of their queen. Nightmare Moon sat upon the crystal throne, with one of her hind legs crossed over the other. Since Nightmare summoned the three when victory was so close, they assumed this was important.

“Why have you called us, is there an assassin plotting to weaken me, to kill you, or the others?” Phantom’s mind begin to race, and in a comical fashion, causing the black alicorn to giggle. Nightmare blushed as she knew that she meant the world to her student. If anything were to happen to her, Phantom would never forgive himself, so it was quite normal for him to act this way.

“No my dear student, you can put your worry to rest,” Nightmare said causing Phantom to calm down. “I was watching your battle, and I’m sorry I interfered. But I propose that before you kill that wretched mare, we should deal with the citizens of Ponyville first.”

Phantom thought about it. He has nothing against it citizens other than Twilight’s pet owl, who Pinkie told him Twilight sent away since the attack on Rainbow Dash and Applejack. “Huh... now that I think about it, I really should pay Ponyville a visit.”

“Before you go Phantom, would you like to send something to Celestia?” Nightmare asked to which he nodded.

“Starlight go bring Velvet,” Phantom ordered.“Right away, Phantom,” Starlight said as she teleported to the dungeons. About two minutes later, the light purple mare returned with Velvet next to her. The blank look in her eyes let Phantom know she was still under his control.

“Now then...” Nightmare began, “Obsidian get the crystals and make a broadcast.”

Nightmare Moon channeled her magic to a pillar of crystal in the corner causing the gems to glow. Princess Celestia appeared on the pillar and quite coincidentally Twilight, Moondancer, and Trixie were there with her, still injured from the fight. Their faces show a bit of anger and worry.

“Ah hello dear sister.”

“And you as well you slave driver!” Pinkie hissed twitching.

Celestia opened her mouth to say something, but Nightmare cut her off. “Before you ask dear sister, yes we can hear you, and you can hear us,” she explained. “Also I know your most trusted student knows about this crystals here.” Twilight own shook her head, not knowing what the crystals were or used for. “Oh dear...well let just say that those are meant for long distance communications.”

“What do you want Nightmare? And what have you done to my mother?” Twilight screamed in fury. “If you hurt her, I swear my brother’s grave, I’ll kill every single last of you!”

Nightmare just giggled from the empty threat. “You don’t need to worry about your mother,” As soon as her words pass by her mouth, Velvet came into sight of the crystals.

“M-Mom?” Twilight stuttered, thinking she’ll respond.

“It’s no use Twi, she can’t hear you,” Phantom said as he walked to Velvet’s side. “I’ve suppressed her conscious mind with dark magic. She’s little more than a doll.” Phantom cupped Velvet’s chin to make her look at him.

“You want her don’t you. I bet you ready to teleport her to fight us for her. Well unless you want to fight the all stars of our family, don’t bother coming,” the dragon warned.

“Now then sister, Twilight and company. Before you think that I will bring Equestria everlasting night once Phantom kills you all. I won’t. You see, there are many things outside the sheltered life in this little country of ours. Let’s say, a myth that balances the world we live in. If I were to bring everlasting night, it would end badly for all of us,” Nightmare explained before smirking.

“Oh before you say anything... I want you to feel what I felt all those years ago. The betrayal that I believe you will return. I was wrong. You’re nothing but a heartless bitch...and I can’t wait to see you burn! It’ll be a fate suited for a bitch with such a hypocritical complex!”

Twilight felt her veins popped out as rage built. She hated how he kept saying that. Before Twilight could retort, the light from the crystals faded thus ending the transmission.

Ponyville were on high alert, ever since the gas leak in Applejack’s house. Ponies were scared to even leave the small friend town fearing that the dragon would appear, and kill them in some horrible twisted manner. Ponies had the right to be scared, Phantom has told them he was coming, and nothing will stop him.

To make matters worse, Nightmare had put up a barrier to ensure that Celestia’s guards wouldn’t interfere. Celestia could only watch, as the dragon she raised as her son she betray burn down his memory...that awful memory of that castle, and the town that which no pony help with the dragon’s loneliness. With Nightmare’s barrier active, nopony could leave town. Once a pony is in, there’s no way out.

Late one afternoon, the green fire burst in the middle of town, and out from the flames, came out the drake of everypony's nightmare. The dark captain... Phantom.

Ponies who were smart enough knew to run into their homes, hoping that this monster would go away. Others refused to take their eyes of the dragon they feared more than any other.

Phantom looked around, seeing ponies hide, while others scowled at him. The stallions wanted to pounce, and beat the drake to death. Such an action would be a bold move, given they wanted to their lives to come to a quick end.

The purple and green dragon walked around the town, this place was once called his home after all. He could always burn it down, and reduce the small town into a pile of ashes, but he wouldn’t do that. There are some ponies here that he liked and wanted to offer refuge in the Crystal Empire, so it would be a waste to kill everypony nor his magical energy.

While he continued walking, he came across the abandoned building know as Sugarcube Corner. With the Cakes and Pinkie Pie in the safety of the Crystal Empire, the building interior was run down and covered in dust. What made Phantom happy was that the Cakes understood his pain, During the third year of his banishment, Pinkie gave both Nightmare Moon, and Phantom a letter saying there apologize for their paranoid behavior.

Phantom took the news rather well. After the death of Shining Armor and Cadance, Phantom went to the Cake family and told them that they were forgiven.

Jumping out of memory lane, Phantom moved down the street. His next location was Carousel Boutique, the home of the whore who broke his heart. With Rarity gone, the boutique like Sugarcube Corner has been left to rot. Phantom figured Opalescence must have either died from neglect from the missing owner or ran way. Yet the pain of his free time being wasted away in attempt to get noticed by the fashionista was still fresh in his head. This was another building Phantom would have to burn.

Finally the drake moved, each step making a soft thud when his foot made contact with the ground. Phantom looked around as more and more ponies followed him, waiting to see what he’ll do.

One stallion, a navy blue stallion with a music note cutie mark couldn’t handle it anymore, and leaped toward the dragon. This may had work, if only Phantom’s thorny tail didn’t hit the stallion in the jaw, sending him crashing to a nearby tree. It didn’t kill him, just render him unconscious, this also served as a warning that the next one to jump, will have their neck broken. Four ponies rush over the the stallion to help him up, and get him to the seek medical attendances.

The last destination was quite a walk, but Phantom made it to his former home, the Friendship Castle. He looked at the crystal building with hatred and disgust. All those times cleaning, all those time picking up book after book, only to find them back on the floor an hour later. The place where he labored and despised more than anyplace on the planet. He then turned around looking at the crowd of ponies that follow him.

“Mares and gentlecolts,” Phantom said in a clear loud voice. “As you all know this is where I used to live, that was until my so-called friends and Celestia banished me for a crime I didn’t commit. I was left homeless and hopeless until Queen Nightmare Moon came along.”

Finishing his speech, Phantom walked up to the castle and touched the crystalline exterior. Instantly, the castle began to catch fire.

As the flames continued to spread, Phantom took his time watching the flames consume the castle, destroying everything within it. Such included the massive amount of books that Twilight would die to protect. Twilight’s room has a few pictures of herself and her friends. Phantom had to admit even though he despised the castle, it was burning quite beautifully.

After the castle was completely destroyed, Phantom turned his attention to the crowd. “I’m here to tell you the princess you think you ponies know is a lie!” Phantom said as the ponies booed. Nevertheless, he continued despite the booing.

“You ponies who shun me after my greed episode, know nothing about the real. I kill for a living, so I can have food in my belly, but would I ever hurt innocent ponies?” He stopped and look over at the crowd. “The very same ponies who slowly shunned me, were happy I, the monster was vanished never to return,” he looked around the crowd once again before continuing. “Were you all happy as well?” he asked. Most shook their heads, while others nodded.

Phantom then pointed to a young mare with a silver mane, gray coat with purple glasses. She was standing next to her long time friend, a young pink mare, with a white streak going down her mane.

Phantom called them both over to him. The teenage fillies were hesitant at first, not wanting to go but in the end they decided to obey, in fear of what he might do.

“I’m curious, were you two glad I was gone?” he asked, making the mares gulp. They slowly nodded and closed her eyes, thinking Phantom would kill them for their answer. Strangely, this never happened.

The fillies open their eyes, and found it rather shocking to see a dragon just standing there giving them a blink expression. As he could see the eyes of the fillies, Phantom remembered the day Silver Spoon and Diamond Tiara became friends with the Cutie Mark Crusaders.

“You girls know what happened to Apple Bloom, and Sweetie Belle, right?” he asked and the frightened young mares nodded. Diamond and Silver Spoon were devastated when they heard of the murders that were caused by the Phantom. “And you two think that I’m going to do that same to you, right?” Once again, the two nodded in fear of lying to the perceptive dragon. “Put your fears to rest, I won’t kill either of you.”

“W-wha?” were only words Diamond Tiara spoke.

“I’m well aware that you only treated ponies poorly because of your mother’s influence” Phantom said looking over to Diamond. “She tried to force you to become a high class pony, making it hard for you to make friend. I learned from Scootaloo that you wanted to change and become a better pony,”

“Despite what Apple Bloom and Sweetie said about helping you make friends, they shunned me out like I didn’t exist and did nothing to prevent my banishment.” Phantom said gripping his fists until his palms bled. “All those things you’ve heard about me killing out of cold blood were lies.”

Silver Spoon looked at her friend before back at the dragon.

For Diamond Tiara it was true Her mother did wanted her to act more like a spoiled brat and only befriend the rich and powerful, but over the years she have come to accept friendship and accept anyone willing enough to befriend her and Sliver Spoon.

“Truth be told, we were glad that you was gone at the beginning. We... no everypony here believed you was a ticking time bomb. We never thought that you wouldn’t hurt anpony,” Silver Spoon spoke.

“And what do you believe now? And you have my word I won’t harm you two if you’re honest.”

Diamond took in a deep breath. “You were an annoying little kid who hanged out with Twilight all the time, doing whatever she said as if you were a pet. We were happy you left, until you came back and started to take out your anger on the princesses, and kill our friends. Despite this, deep down... me and Silver know you’re not evil.”

“We thought that you was set up. When we told the Crusaders about this, they didn’t believe us.” Silver Spoon look down, to which Diamond move to conform her friend.

“I know what you mean,” Phantom said, placing his claw on her shoulder. “Are you two willing to come with me, and leave behind your former lives?”

Both the earth pony mares nodded. Because of the Cutie Mark Crusaders they weren’t the snobbish ponies they were before, but they still can’t forgive them for what they put Phantom through.

“I offer you ponies one last chance to make up for your mistakes. Join me, in supporting my cause. Those who were betrayed by your lovers, your friends and family like I have been, I offer you and your families protection under the queen.” Some ponies mumble amongst each other. To Phantom’s surprise, ponies started to walk toward.

Derpy, who was considered to be retarded due to her eyes, held her daughter Dinky who were ridiculed of being related to Derpy. Unlike the other ponies, she deeply believe the poor dragon before them was wrongfully banished. She even broke up with her long time coltfriend, who thought Phantom got what he rightfully deserved. Behind her were Lyra and Sweetie Drops, the spa twins, Berry Punch and her daughter Ruby Pinch. Finally Featherweight and his parents, Daffodil and Cloudy Grey.

“I originally want to cleanse this town from all of those who still believe that your false goddess Princess Celestia would come and save you. However, it would be a waste of my time to kill each and every one of you. So I’ll let you live your sheater, miserable lives.” Phantom turned around to look at the now destroyed castle.

The barrier that surrounded the town slowly disappear. Once it was completely gone, Phantom and his new allies bursted into flames. Once the green flames subsided, there were gone.

Celestia, Trixie, Moondancer and Twilight watched the crater of her once beloved castle the upper portion of which disappear. Twilight had nearly lost everything. Cadance, Shining Armor, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and now her home in Ponyville.

As the two unicorns, and alicorn watch Twilight had shed enough tears to fill three lakes. It wasn’t enough for Phantom. It wasn’t enough for him to take the lives of her five friends, and family, but the home they once shared.

Her mind begin to play the events that lead to this. The mistreatment, the slavery, and the worst of them all the betrayal. Yes she could’ve apologize to the drake years ago, but after the trial, she feared that their friendship was over. She had hurt her little brother in the worst way possible.

“This is my fault.” Twilight said in a hush tone.

“It’s not,” Celestia said in her motherly voice. “It’s not your fault Twilight Sparkle.”

“No princess, it is my fault. My foolishness awakened the devil inside Spike. Instead of defending him during the trial I banished him while acting like a princess.” She fell to the ground, she finally decided to admit it. “What a hypocrite I am...”