Phantom turned around to gaze at his work. Shining and Cadance were gone, leaving ther only daughter alone. Well, she would be alone, if it wasn’t for Phantom and his group of friends, who intend on keeping her safe.

Starlight and Sunburst returned to the bedroom. “You know, even though she understands your pain, there may come a time when she’ll come to hate you,” Sunburst warned.

“I’m well aware of that... and I’ll be prepared for if that day should come,” Phantom sighed. “When she feels remorse over the loss of her brother, and when she wants to take her anger out on me, let her. If she want to kill me in the worst, most painful way, let her. I know what I did, and even though it had to be done, I feel terrible about taking her family away.” The dragon then chuckled, realizing the irony of his actions. “I’m becoming more like her, aren’t I?”

Nightmare couldn’t help take time to admire how much her student has changed. He has become both a leader of, and a killer of, ponies. Occasionally, Phantom would show the same cheerful attitude that he had in his youth, but he's also grown to develop a charismatic and suave side, which he has shown towards Flurry. However, this question considered her. Even though she was still being imprisoned in the moon during the incident with the dragons, she undoubtedly felt his pain.

“No, you haven’t,” the goddess answered as she trotted up to Phantom’s side, giving him a nuzzle. “I have taught you well.”

Indeed, that was true; because of Nightmare’s teachings, Phantom has a practical intelligence, making him a brilliant strategist. He doesn’t hesitate to show his burning desire to get revenge on the ones who mistreated him, as well as avenge his birth family. As such, in battle, Phantom displayed a temper that could mentally destroy others. In addition to his fun-loving and charming side, her student has truly grown to have one of the strongest personalities ever.

“Yeah, when they were all like broken and you left them options, and then they committed suicide by leaping out of the window. And-and-and...” Pinkie kept rambling before her muzzle was covered by Nightmare’s mane.

“I agree with you, Pinkie, especially when though I feel sad about Flurry Heart since we took away her brother.” Starlight looked down, then closed her eyes in the moment of silence for the lost of life. It only lasted five seconds.

“All of this was possible because I have the best teacher in the world.” Phantom’s words caused Nightmare’s cheeks to heat up. “And great friends as well,” he added smiling. “And don’t worry, Starlight, I’m sure you and Sunburst will be great guardians to Flurry Heart.”

“W-Why thank you, Phantom, but we really should leave before the guards come.” Nightmare said, knowing full well how effective the castle guards could be.

The drake nodded, taking one more appreciative view of the piece before them; the lack of the occupants, the blackened floor, the window’s glass shards littering the floor, meager in amount, given the view outside, and the occupants outside, who’re now painting the ground a new color. Phantom smiled, imagining the horror and lies that will erupt, making the situation all the more scandalous.

It was safe for Starlight and Sunburst to remain in the Crystal Empire as none of the surviving enemy guards know of their allegiance toward Nightmare. They would be able to look after Flurry Heart in peace.

With a smile and reminiscent eyes, they disappeared in a bright purple flash erupting from Nightmare’s horn.

Princess Twilight, like always, was reading a book titled “How to raise a baby dragon.” She told Trixie that their lives were in danger, and this Phantom character was on his way to Ponyville to kill them and the rest of their friends. Trixie didn’t want to believe it at first, that this pony, for whatever reason, wanted to kill her and Twilight. That was until a cloud of green dust entered through the window, condensing into a piece of paper and an oddly shaped lump of charcoal. Twilight picked up the scroll and, with trepidation, unwrapped it, beginning to read whatever news was contained within it.

Dear Princess Twilight

Attached to this note lies the charred body of your brother, Prince Shining Armor, and his wife, Princess Mi Amore Cadenza’s, unborn foal.

Upon reading that sentence Twilight look down in horror. “T-T-That was... This is...” She trembled, then soon enough, the lavender alicorn screamed her lungs out, before pouring out the contents in her stomach.

You’ll find out who I am soon enough. For, very soon, all of Equestria will know it as well. Anyway, as you’re now aware, I’m coming for you. All of you, starting with the mare who's most afraid of dragons. By the way, if news gets out that it was I that killed your brother and Cadance, that’s one of the many lies that Celestia has spread. And don’t worry, your beloved niece, Princess Flurry Heart, is still alive, You have my word that I will never hurt her. In fact, she’s still living in the Crystal Empire, under the care of your former student, Starlight Glimmer, and Sunburst.

Sincerely yours, Phantom.

PS: Don’t try to run, cause I will find you. I have eyes and ears EVERYWHERE.

After reading Phantom’s letter, the two mares were left in a state that if one were to describe it as shocked, it would be an understatement. Twilight didn’t even know who this Phantom character was, so why would he do such vile things?

“What do we do now?” The show mare asked, now shivering in fear.

“Run. If this Phantom pony is coming for us, then I want you to be safe.”

“No... I may have lost her friendship with Starlight, and stuff, but I will not leave my beloved mare behind to this beast! I’ll stay by your side, no matter what!” The show mare stomped her hoof on the wooden surface. Twilight didn’t say anything, but she did hug her marefriend.

“I’ll do whatever I can to protect you and the others,” Trixie assured.

Dragon Lord Ember was currently busy discussing business progress with Obsidian.

“To be honest, Dragon Lord Ember, business is going so well that it practically runs itself. Still, I can’t exactly take the risk of taking a vacation,” Obsidian said, causing the queen to giggle. “You’d be surprised how much Phantom has improved in these past seven years.”

Ember only nodded. “Not surprising for someone from ‘that’ clan.”

Beside Obsidian stood a green crystal pony, dressed in an elegant black robe. This stallion was none other than one of the Zodiacs, serving under Nightmare Moon: Emerald Wind.

Emerald Wind was an influential spokespony, who was heavily involved in the Crystal Empire riots. It’s not just because Phantom saved the Crystal Empire, Emerald had admired dragons since he was a young colt. He was one of the ponies who orchestrated the protests against Shining Armor and Cadance.

Due to Celestia’s involvement, many of the rioters were placed in jail. Emerald was one of the few ponies who managed to escape. Though he fled the empire, Emerald’s charisma had caught Starlight Glimmer’s interest. After she found him, she invited him to join their team. He was soon enlisted as one of the Zodiacs, working for Obsidian’s division of foreign business, particularly with Dragon Lord Ember, who always found it pleasurable to do business with the charismatic stallion.

“Pardon my intrusion, your highness, but what is this clan you speak of?” Emerald politely asked.

Ember widened her eyes with surprise. After all those years, she thought Obsidian would have told told the ponies about dragon culture. “Of course, you ponies don’t know, do you? There are many clans within the dragon culture, like families to you ponies. I hail from the Fire Dragon Clan and Obsidian hails from the Stone Dragon Clan, but Phantom hails from Mystic Clan,” Ember explained.

“Mystic Clan?” Emerald asked.

“The Mystic Clan was a clan of dragon known for the magnificent ways they used magic.” Obsidian explain. “In fact, legend says that they were one of the only twelve creatures who discovered the origins of magic.”

Just then, a bright flash appeared and Ember, Obsidian, and Emerald all turned to see Phantom and the others.

“How did it go?” Obsidian asked.

“Perfectly. Shining Armor and Cadance are dead, and I have Flurry Heart, being looked after by Sunburst and Starlight. I’ll be sure to make a letter, warning Celestia that if she sends somepony to retrieve her, then she’ll have her head laying before her hooves.” Just then, Phantom let out a yawn. “Now if you excuse me, I’m turning in for the night.” With that, Phantom exited to his room to get some rest.

Everypony was reeling from Cadance’s and Shining Armor’s deaths, ponies mourned the loss to the royal family. The six bearers of harmony sat at the front row, comforting Twilight and her parents, who had the daunting task of telling them what Phantom had done.

Sunburst and Starlight attended the funeral as well. Other than Pinkie, nopony else in Equestria was aware of their allegiance to Phantom, thus allowing them to act and comfort her and her family.

Celestia, herself, was trying to comfort and ensure them all that this Phantom would be apprehended. However, Twilight did tell the princess that Phantom was aiming to kill the one that was afraid of dragons the most. This confused Celestia at first, since so many ponies feared 'those wretched beasts.' And what Phantom did only strengthened their fear. But then the realization hit them all: the one pony who was deathly afraid of dragons: Fluttershy.

Though Phantom was still at large, there have been no updates or rumors about his whereabouts. Nopony even knew what Phantom looked like. Ponies who haven’t sworn allegiance to Phantom began to worry. Even the resisting guards worried about Phantom’s impending attack against the castle, or trying to claim the Fluttershy’s life, but nothing happened.

The only thing that this Phantom had sent was a letter, saying that they should not attempt to take Princess Flurry Heart, unless they wanted her killed. Though, he knew that Celestia wouldn’t gamble Flurry’s safety.

As the sun began to set, everypony was either heading home for the night or getting ready for bed. Inside the morgue, two guards were changing shifts. The gray unicorn with a black mane opened the door and welcomed the gust of wind that flowed through the room, hitting everything.

“Night Point,” the creamy peach colored stallion with a two toned, orange and white mane said, giving a wave.

Night Point just stood there, as if he became a statue, unmoving, resolute like a portrait of the most decorated soldier. It was really creeping him out. After calling his name several more times, the stallion decided to make his way to night point, hoping to illicit a response from him. Tapping him lightly on the shoulder, his eyes closed with a beaming smile, hoping to dispel the awkward tension, until he heard a squelching sound, akin to wet clothes hitting the floor. Opening his eyes, he found the severed head of his partner lying on the floor. His serene and stoic expression still glued to his face. The guard didn't really know what to do at that instant, he just stared. Dumbfounded, flabbergasted, and in shock. He wasn’t expecting the tap on his shoulder, even less the claw that came with it.

“Hello, puppet.” The guard turned around to see a tall cloaked figure standing behind him. “So, what are you watching?” the figure asked jokingly, as if they were watching a play and he had simply forgotten the name. He spread his bat like wings, making the stallion gulp and shake in fear.

”I-I-I’m watching the dead body!” The stallion said quickly and fervently. “S-State your business!”

“To pay my due respects to the royal couple that died nearly a month ago,” the figure answered, showing his sharp talons. The guard shivered wildly, fearing for his life.

“If you want to know where the bodies are, there down the hall. Please don’t kill me!”

“I thank you for this information. Unfortunately, now that you’ve seen me, I can’t let you live. They don’t deserve to know who I am just yet.” With that, Phantom focused his magic on a wind spell, and sliced Night Point’s head clean off.

As he walked down the corridor, Phantom saw torches aligning the walls and casting an ominous glow across his scales. He realized he was in the tomb of the crystal rulers. His eyes scanned the walls, wary of any magical traps left in the mausoleum. Soon enough, he came across a rather stunning sight: it was a high roofed room with ornate jewels lining the dome. There was also a pristine gold chandelier, hanging rather precariously over the coffin, with white marble serving as the floors and pillars that held it all together. Though this paled in comparison to the appearance of the coffin, itself. The grave was encrusted with gold, and the highest quality gems that Phantom has ever seen.

Even if he was a dragon, and had every fiber of his being telling him to devour everything in the room, Phantom was no fool. Thanks to Nightmare’s intense training, he was able to feel magic radiating from every piece of jewelry and furniture in the crypt. Even the expansive floor had a simple detection spell placed onto it.

Furious at this deception, Phantom gave himself eight, maybe five minutes before the guards swooped in and were decimated horribly. Sizing the coffin up, Phantom walked directly towards the container, and with just a simple movement from his fist, he blew apart every trap within the room. Needless to say, it was bare by the time he was through.

He peered inside and saw the still fresh corpses of the crystal princess and prince. A look of hatred filled his face from looking at the happy couple. With a breath, they were both gone; transported to where they needed to be, and with that, he waited, but not for long, for within moments he could hear the shuffling of hooves and armor. A smile spread across his face as he extended his razor sharp talons, “Oh, this is going to be fun.”

Four days was all it took to not only strike fear into the ponies, but to give them reason to hold such fear. It had first arrived in the daily news headline, “Crystal rulers grave robbed!!” The gaudy newsprint and ink were doing it no favors, it outlined how not only were the corpses of Cadance and Shining stolen, but also how a whole platoon of guards had been massacred. Only one was left alive, citizens came immediately to the conclusion that Phantom was the perpetrator, and it didn’t take long for news to spread all over Equestria about this mysterious individual.

What was most chilling about the papers was the interview of the sole survivor from his hospital bed, telling the tale of what transpired that night:

‘

We came in and saw a dragon dressed in a black cloak just sitting there in the, uh... on the edge of the coffin, just waiting for us to get there... and when we did, it was a nightmare. He laughed! Laughed in the faces of fifty of the strongest, most well trained soldiers in all of Equestria. It was horrible. We were nothing before this... this thing!! We charged at him, all fifty of us, bearing down on him at the same time, and it still wasn't enough. Six guards went down before even reaching him. He went hoof for claw against each earth pony, dodging the bolts from the unicorns, even in the air, he had outmaneuvered the pegasi. Shouting that we were nothing compared to the elements of harmony, even less compared to his teachers. What the buck?! We were the best of the best, and five minutes was all it took to end it! Buck!!”

Though that wasn’t the worst part, no, the worst part was when the reporter ask him how he managed to defeat the dragon.

“Defeat him? Are you insane!! Fifty of Equestria’s best were taken down! And he barely thought they were playthings. I only managed to live because of my armor, and only barely at that. I don't know if he thought I was dead or not, but he walked past me like I wasn’t even there. Some part of me shouted out to him and he looked back... and I f-felt fear. His eyes were cold, looking straight at me, yet I swear they were looking through me. I was nothing in his eyes, like a fly that he could squash at any moment. The only words he said was to tell them what I saw. Then he bursts into flames. It wasn’t normal fire, though. It was white. After the flames died down, he was gone.”

The article sold out everywhere.

In the little town of Ponyville, a cross-eyed, gray coated pegasus was flying through the sky like any other day, it all seemed normal, except for the the rumors about the royal couple’s bodies being stolen. The pegasus landed on the cloud manor that was the home of Rainbow Dash. The pegasus dropped the paper on Dash’s door, along with the mail (mostly fan mail from Scootaloo) , before flying off.

Dash opened her door to see Derpy flying off in a zigzag pattern. Shrugging it off, she picked up the the mail and paper and headed inside. She placed the junk mail on the counter by the door and opened the newspaper for a good read.

“So it was true. But who?” she spoke out loud and read on. If she was drinking coffee, or anything else for that matter, she would have done the fabled spit take. But instead her rose colored eyes bugged out. “H-H-H-HE DEFEATED FIFTY OF THE MOST STRONGEST GUARDS CELESTIA HAS, LIKE IT WAS NOTHING!” The cyan mare screamed, then shot out of the window and head to the Castle of Friendship.

She landed by the front door of Twilight’s castle. Normally Rainbow would just bust through the door or window of a house whenever there was big news or juicy rumors about somepony in town. However, after one wild night two years ago, the sight of a mare blindfolded and being sandwich by Twilight and Trixie with two sex toys sticking out of the mare in the middle still burned in Dash’s mind to this day, and vows never to burst in again. She frantically knocked on the door. “TWILIGHT! I KNOW YOU’RE HOME! PLEASE ANSWER! YOU’VE GOT TO SEE THIS!” the cyan mare screamed as the door opened. Twilight stepped out with a matted mane.

“What do you want, Rainbow?" Twilight asked, letting a big yawn escape her lips. Twilight, being an official princess, had a lot of paperwork to do, so she had yet to catch up on sleep.

“You have to read this!” Rainbow shouted, shoving the paper to Twilight’s face. Using her magic, she began to read it. She gasped, reading what Phantom had done. “I-I-I c-can’t believe this...”

Rainbow rolled her eyes, seeing that even the most powerful warriors Celestia has in her disposal still aren’t strong enough to take down one dragon. “Pff. Big deal, this little bastard got lucky,” Rainbow retorted, flapping her wings. “Why I wish Phantom would do those things to me and AJ. He’ll be no match for us!” Truth be told, she was afraid. More afraid than she had ever been in her entire life.

Twilight face-hoofed, thinking why was she even friends with a pony who was clearly out of her mind. “Okay, number one, this Phantom is not a small dragon. The papers say he’s about twice the size of Luna. Two, he’s obviously a dragon that can perform magic, like Spike. Lastly, this dragon took out fifty of Celestia’s best soldiers.”

Rainbow sighed, knowing Twilight was right, and that she’d be lying to herself if she said she had even a remote chance of beating Phantom in a fair fight. “Alright Twi... I’ll go tell AJ and Pinkie about it.” And with that, she shot up into the air, leaving behind her famous rainbow streak.

Later, at Sweet Apple Acres, after greeting the Apple family, Rainbow told them the news. AJ and Big Mac’s mouths dropped to the floor, neither of them could believe that Phantom was strong enough to take down fifty of Celestia’s best guards. Needless to say, they began preparations to leave immediately.

“Princess Cadance and Shining Armor’s deaths were just the beginning. Ah reckon Phantom will be after Shy sometime tonight,” Applejack said, lowering her head.

“AJ, ah want you to take Apple Bloom, Cheerilee, and Granny and run. Ah’ll stay behind and deal with this Phantom feller,” Big Mac said.

Applejack was many things: a farmer, hard worker, the elements of honesty, but most of all she was a sister. Leaving her brother to take on this monster by himself, was not something she felt right doing.

“Ah don’t think that’ll work,” AJ objected, “He’ll find us if we up and run, Mac. If he wants me and Dash, then he can have us. But we’ll put up one hay of a fight if he shows his face around here!” Applejack said, her voice was so full of confidence, it almost fooled her brother. Almost.

“AJ, are ya-” Applejack cut him off.

“Come on Big Mac, get going! Just cause Phantom is after us don’t mean y’all gotta get hurt too!” she beamed. Big Mac wanted to argue how insane the idea of leaving her alone was, but whatever objection he had died in his throat. One fraction of a second later, Applejack dropped the act. She showed just how scared she truly was, how much she wanted to run. If anything, that just increased Big Mac’s vigor to help her.

“Please, Big Mac... Just go... Ah’ll be fine,” she pleaded, practically crying.

‘She knows this is it,’ Big Mac thought, as Applejack’s face gave her away. Applejack knew as soon as Phantom arrived, her time would be up.

“Just go, ah can take care of myself!” she shouted, stern, strong, and resolute, just like the old Applejack. “Y’all got Granny and Apple Bloom, plus Cheerilee. Ya gotta take care of em.” Her eyes seemed to glaze over. “If you come back, ah swear by ma and pa that ah’ll curse you from beyond Tartarus!” she threatened.

The carriage was packed without another word, Rainbow Dash filled the cart as fast as she could. Applejack was saying her last goodbyes. Apple Bloom, as old as she was, still holding an innocence that only a child could have, asked why they had to up and leave. No one gave her an answer. She asked why Applejack and Rainbow Dash had to stay. No one gave her an answer. She knew when to stay quiet, and this was definitely one of those moments.

“Bye, y’all.” AJ kept up her appearance, if only for Apple Bloom’s sake.

“Applejack,” Rainbow called from behind her. “Can you put Scootaloo on the cart, please?” Holding the unconscious teenage filly in her arms, looking at the farm mare with a pleading look.

“Course, sweetie,” she replied, taking Scootaloo and placing her comfortably next to Apple Bloom and Granny Smith.

Pulling the cart, Big Mac didn’t look back, knowing that doing so would crush all hopes of ever leaving.

‘I gotta do this! It’s her last wish, consarnit! It’s not supposed to be this way!’ Big Mac was torn, he always thought AJ that would be to one to bury him, given she would outlive her older brother by a good wide margin. Yet, here he was just tossing his little sis right into the fire. For half a second, he stopped, thinking about running back to help, do something, just not to run away.

“Big Mac, are ya okay?” Apple Bloom asked, her innocent and ignorant tone triggered him to move forward with an extra skip.

“You sure this was the right thing to do?” Rainbow asked AJ. “You could’ve left with them. Get away from here.”

“He would've found us. Phantom’s beef is with us. Ah have to believe he wouldn't go after them. I can admit we deserve this. After the way we treated Spike like th-" Rainbow cut her off.

“We do not deserve this! Don’t ever think that this... this monster’s actions will ever be justified!” Rainbow steamed. Applejack looked to her, her tired eyes and flat mane spoke volumes.

“You remember that day, when he ran away. I mean, into the Everfree forest, thinking Twi got a new assistant.”

“What does that have to do with anything?”

“Spike thought he lost his place. Not as an assistant, or a friend, but as a livin creature. Everypony warmed up to that owl a lot faster than with him. Can ya imagine how much that musta hurt him? That he was lower than a pet; nothing more than a convenience; a broom in the corner of the house to use when there’s a mess.” Applejack looked off into the horizon, as if thinking of some far off memory. “There are lots a times ah could think of when we treated him like nothin’ more than that.”

“That doesn't have anything to do with anything! So we treated him like crap a few times!”

“You’re missin’ the point, Dash,” Applejack sighed. “We almost killed him and he didn’t think nothin’ of it, but it’s true. He ran into a cave full of Diamond Dogs without a second thought to save Rarity. In fact, Spike’s always been there when we needed him... But ah can’t think of one moment when we were there for him. Ah mean really there, not after some big event when we would pour our souls out to each other, but just to sit there an’ talk. We’ve known Spike for years, and ah only have a few memories of us jus’ talkin’,” Applejack lamented. “The worst was when he needed us the most, we turned our heads.”

Rainbow wanted to say something, but Applejack cut her off.

“That’s jus’ what ah think. Ah’m not sayin’ that this is the way to go about ventin’, but ah understand how much we hurt Spike. But like buck ah’ll let this Phantom character take me that easily!” she finished, not sparing a glance at RD. As the two walked into the barnhouse, Rainbow let her marefriend’s words sink in.

‘She’s right. Man, why didn’t I stand up for him?’ Rainbow mentally screamed at herself before shutting the barn door.

It was six in the morning, three days after the crystal rulers were robbed from their graves, when a sharp scream penetrated the calm, peaceful air of Ponyville.

It didn’t take long for the police to arrive, even less to find out who and why such a loud scream was made. It was nightmarish; something out of Tartarus, itself: the royal couple was hanging from the balcony of the Friendship Castle. Their innards had been cut out and laid below them. Their blood painting a horrific mural of a pony: small, meek, surrounded by animals, with a decapitated head next to her.

Half an hour later, Rarity, Applejack, Rainbow Dash, and Pinkie Pie arrived at Twilight’s castle. They couldn’t believe the sight of their friend. The young alicorn was a mess, huddled against Trixie, crying, all forms of semblance gone from her mind after witnessing her brother and sister-in-law in such a state.

“Twilight, are you okay?” Pinkie asked. Much to her surprise, a hoof smacked Pinkie hard across the face.

“Am I okay?! My brother and foalsitter are hanging in a tattered mess on my balcony, and you’re asking if I’m okay?! The worst part is that I don’t even know who's responsible for this, you psychotic pink mess! WHO IN THEIR RIGHT MIND WOULD POSSIBLY BE OKAY WITH THIS!?” Twilight shouted.

As shocked as the mares were from hearing Twilight yell like this, the sudden change in attitude was not the key issue right now. “Look, Twilight, we know this is hard, but Fluttershy’s in trouble. What happened to yer brother and Princess Cadance is horrible, but whatevah’ Phantom has planned fer Fluttershy is goin’ to be worse,” Applejack said.

Whatever anger was in Twilight died instantly, even Trixie looked at the four as if they were crazy.

“What makes you think Phantom would attack today?” She asked.

The five mares were speeding throughout Ponyville as fast as they could, all but Pinkie, who stayed behind, ‘in case Phantom was in the area.’ The gang doubted it at first, until Pinkie gestured toward a building and disappeared. The gang shrugged at her randomness, and went on ahead.

It took six to seven minutes to get to Fluttershy’s cottage to find the front door broken down, windows shattered, and blood covering the ground.

As the mares entered the cottage, they saw something that made their skin crawl. Fluttershy was gently rocking in the corner, her wings were torn off, her cutie mark was skinned clean off, one of her hind legs had been crushed, the blood of her animals painted the walls, and any other remains were left to rot on the floor around her. In the middle of the room, was the burnt corpse a pony, who they found out was Fluttershy’s husband, Thruderlane. The mare was only barely clinging to life, mumbling a strange song.

“I watch you change,

Into a fly

I look away, you were on fire

I watch you change

In you.

Like you never.

Had wings.

And you feel so alive,

I watch you change

I took you home

I set you on the glass

I pull off your wings

And I laugh

I watch you change

In you.

Like you never.

Had wings.

Feel so alive.

I watch you change.

I gave you a cross.

I hand you the knife.

To cut me away.”

The five mares just stood there and listened to the babble of a mare who had lost everything, until it was too much to watch.

“Shy!” Rainbow was the first to react, grabbing the mumbling pegasus in her hooves. “Come on girl! Speak to me! What happened!?”

“S-S-S-S-S-S-Spike... a-and P-P-Pinkie...” Fluttershy squeaked. The mares gasped, hearing these names. “T-They let me live... Why didn’t they just kill me?” She opened her eyes and Rainbow was met with only her own reflection. Fluttershy’s eyes were emotionless, devoid of even a single spark of life. Whatever happened here was horrible, scarring the pegasus for Tartarus knows how long. “It was last night, I was sleeping so nicely, everything was perfect... until...”

Fluttershy and her husband were cuddling in bed after the last three hours of passionate intercourse. The two were tired and needed rest, but within forty-five minutes, the couple heard a loud noise coming from the kitchen.

Living in a cottage offered many things: seclusion, privacy, a drop of pretext, but maybe the most important thing that it offered was the chance to live amongst the animals. This was imperative. The chatter from a disturbed animal was distinctive in her home, and Thunderlane knew that any chatter at night could mean any number of things, from animals fornicating to simple nightmares, but Fluttershy knew better. This was the sound of scared critters.

After being urged to see what was going on, Thunderlane trotted downstairs. The gray pegasus didn’t notice out of the ordinary, yet the chatter didn’t die. If anything, it only got more urgent as he grew closer to the front door. There were three quick knocks on the maple door, scaring the manure out of him.

“Hello? Is anypony home?!” a raspy voice shouted from the other side of the door. “I need your help!”

“Look, it’s late. If it’s important, then I’ll get Shy. If not, buck off,” the gray stallion said crossly, not wanting to deal with anypony at this hour.

“Oh, this is important. Very, very important,” the voice said. The gray stallion sighed and opened the door, only to be greeted by a scaly fist to his face. The punch broke the stallion’s snout and sent him flying back to the middle of the room with a loud thud.

Phantom entered the cottage, followed by Pinkie Pie, and then by his mentor, Nightmare Moon. The three of them looked around, seeing many pictures of Fluttershy’s friends and husband lining the walls, and most of the furniture.

Phantom cracked his knuckles as he returned his attention to Thunderlane, who held his broken nose. The grey stallion would get a good taste of Phantom’s training with Midnight as soon as the dragon began the enjoyable task of beating the living crap out of the him. Nightmare made herself comfortable on the nearby sofa, watching in enjoyment.

“I’ll go get Shy. I can’t wait to see the look on her face once she sees you, Phantom.” And just like that, the pink mare slowly walked her way up the stairs.

This didn’t go unnoticed by the animals, they wanted to do something, they wanted to at least tell Fluttershy to get out of the house, but fear held them in place. Phantom, although beating every piece of conscious out of Thunderlane, kept a keen eye on the animals, painting visions of their splattered remains and broken bodies in their mind. Phantom did, however, let one animal slip by, his cottontail disappearing up the stairs in an instant.

Despite the excruciating pain, Angel forced himself to hop upstairs as quickly as he could, reaching her bedroom before Pinkie. He grabbed the sheets and tugged them off, trying to wake her up. “Let mommy sleep some more.” Angel face-pawed himself and hopped on the bed, kicking his owner in attempt to wake her up. In annoyance, Fluttershy finally opened her eyes to see something was wrong. Thunderlane wasn’t back, worst yet, there were noises downstairs that didn’t match anything she had heard in her house before. The worst part of it was that someone was coming up the stairs. The timid pegasus looked to Angel, who was pointing to the window, wanting her to escape.

“No, Angel, not until my Laney is safe.” She got off the bed, but Angel held onto her tail, pulling it as hard as he could, but it was useless as Pinkie entered the room.

“Why Pinkie, what bring you here?” Shy asked while Pinkie pointed down the stairs.

“It’s Gummy. His teeth have finally grown in and he’s hungry. So I wanted to know if you had any meat for him to eat?”

“Hmm. I think I have some, let me check. Oh, do you know what Laney is doing?”

The pink mare giggled. “He’s out. You know him, tired.” Fluttershy nodded as Pinkie headed downstairs, followed closely by her friend.

Nightmare heard hooves touching the wooden surface. The dragon’s smile was wide and menacing. Holding the now beaten stallion by his mane, Phantom stood in the dark, his eyes concentrating on the stairs as the bubblegum pink mare made her way down, follow by the butter coated pegasus who gasped as soon as she saw the two figures awaiting her in the dark.

“You should have listened to Angel,” the drake said jokingly as the light teal eyes of the now terrified mare saw he was holding a terribly beaten Thunderlane by his mane. She tried to fly to her husband, but was stopped as Phantom’s free hand, swatted her to the wall by the window. “Nightmare... if you would.”

Nightmare nodded as her horn lit up, creating a soundproof barrier around the cottage.

“P-P-Pinkie, take Gummy and Angel and get out of here!” Fluttershy screamed, but Pinkie just smiled widely.

“Oh silly... I don’t have Gummy. What I told you before was just a lie to you to get you to come downstairs, so you could finally meet Phantom!”

Fluttershy couldn’t believe what she was hearing as she laid eyes on the purple dragon in front of her.

“W-W-Why, P-Pinkie?” The timed mare asked as she rose back to her hooves. She couldn’t help flinching in pain, though, as Phantom swatted her pretty hard. “A-And why are you with Spike?” The butterscotch mare heard a growl come from the dragon as soon as that name left her lips.

“Why don’t you take your time and think, so the answer will come to you. After all, caring for animals is your passion, right? You... no, we killed him seven years ago. He goes by the name Phantom now,” Pinkie explained.

Phantom moved in close to the trembling mare, she wanted to grab her husband and fly off to warn the others about Phantom and Pinkie, but her wings were locked. “Hey Shy,” the drake said with a smile. “I’d like to sing you a song.” Phantom clears his throat and began to sing. “I watched you change.” Phantom sang, pointing to Fluttershy’s now semi-conscious husband.

“Into a fly,” Phantom turned his gaze over to Thunderlane, putting on a sickly grin as he turned to Fluttershy, who was still staring with horrified eyes.

“I turn away.” Thunderlane slowly stood up; due to Phantom’s beating, he was swaying side to side, like a drunkard.

“I look away. You were on fire.” On cue, a green light passed through his claws, hitting the gray stallion on the head. In no time at all, the beaten pegasus burst into flames, his gray coat turned black, his skin boiled and blood soon dripped from his legs.

“I watch you change,” Phantom sang as he began to walk around the frightened mare. Thunderlane looked down, inspecting his burning body melt as the stench of his burning flesh filled the air. He couldn’t scream, he felt nothing, the flames were so intense, they already reached the nerves.

“In you. It’s like you never had wings. And you feel so alive, I watch you change.” It tore at his skin, burning it away until there was none left.

The drake pursed his lips and stood behind the timed pegasus. He smiled and sang in a low voice. The grin on his face wasn’t helping to ease her mental fright. It had burned him to the bone, charring and cleaving out chunks of him that fell to the floor. Fluttershy was no doctor, but even she knew it was instantaneous. The moment the flames began spreading over his body, Thunderlane had died.

“I took you home.” Fluttershy shivered, feeling her hind legs begin rubbed as Phantom slowly moved his claws to feel around her flank, crossing so closely to her marehood, slinking closer and closer to her once sacred flower. Fluttershy was frozen in terror, Phantom had done many horrible, despicable, disgusting things. But this... this was a new low, even for him. A cough from the couch broke Shy from her displacement. She could’ve sworn she heard Phantom chuckle a bit as Nightmare gave a death glare.

“I set you on the glass.” Using his magic, a lime green aura encased Shy’s body, lifting her off the ground. Again she shivered, feeling the base of her wings being held.

“I pull off your wings.” Phantom sang in a hushed tone. And like the song suggested, Phantom pulled her wings off, coating his muzzle and her back with blood. Fluttershy screamed so loud, she would’ve woken the entire town, had it not been for Nightmare’s spell.

“Then I laugh.” In a twist of insanity and madness, Phantom, Nightmare, and Pinkie, all laughed like foals. The lime green aura disappeared as the bloody corpse of the mare dropped to the floor with a loud thud. All she could foresee around her, was death. She had to get out of here and get help. With what little willpower she had, Fluttershy began the torturous task of crawling to the door. But it seemed pointless when Nightmare, Phantom, and Pinkie noticed what she was trying to do. Pinkie quickly hopped over and opened the door to the cool crisp air of the outside world, to the end of this nightmare of hers. While Phantom leaned forward, gesturing that the yellow pegasus is free to go, and Nightmare stayed on the couch, enjoying the antics unfolding in front of her.

The scared pegasus slowly crawled to the door. Soon, she was just as a single inch away from freedom. Her hopes and dreams were instantly shattered when Pinkie slammed the door. Fluttershy could only stare in horror that her only chance of escaping from this nightmare was gone. Phantom laughed heartily as Nightmare giggled, enjoying the show and Pinkie rolled on the floor laughing uncontrollably.

“W-W-W-Wake up Fluttershy. It’s not real. It’s just a scary nightmare.” The trembling pegasus covered her eyes, hoping she would wake up alongside her beloved Thunderlane. That’s all this could ever be; that’s what this had to be; nothing but a nightmare. When she woke up, Thunderlane would be next to her, sleeping soundly, ready to hear of this terrible image she had. Unfortunately, fate is cruel and reality is harsh.

“Oh, I’m sorry... you’re still here? This is a nightmare, I can admit that, but... this one is quite real. But, I guess I can prove to you that this is real. Come on, let me show you how real this is.” With a snarl, Phantom brought his foot down on the timid mare’s hind leg, crushing the bones from the forceful impact. She again screamed in pain before looking turning to her tormentor. She now regretted looking at him, as Phantom’s eyes were filled with nothing but hatred for her and the rest of her friends.

Phantom gripped Shy’s pink tail and dragged her a good five yards from the door. Then the purple scaled monster went into the kitchen as Nightmare kept giving Shy an empty stare. There was no happiness. No pity. No anger. It was nothing. Pinkie meanwhile, just looked at her former friend with disappointment.

“P-Pinkie... w-why are you helping him?” Fluttershy managed to ask.

“Oh, I don’t know,” the pink mare said sarcastically while placing a hoof on her chin, pretending she was coming up with an excuse. “Maybe it has something to do with HIM BEING INNOCENT!” Pinkie yelled. “Unlike the others, I had enough of a pair to ask him for forgiveness. And I felt the pain he was going through. But you of all ponies should’ve known what it felt like to kill others to stay alive.” Fluttershy said nothing, the look of shame said it all. “I mean, Spike never killed or ate anypony. And you, just like my other so-called friends, didn’t even defended him!”

Moments later, Phantom came back holding a kitchen knife and a scalpel, taken from Thunderlane’s personal medical kit. Moving his claws along the mare’s flank seemed to draw a reaction from Nightmare, a subtle quick glance of the eyes from Phantom to her flank and his claws. It lasted an instant, but it was enough for Fluttershy to pick up. She was about to say something when a sharp pain entered her side.

Phantom had begun to slice off her cutie mark, cutting off a fine layer of skin, just barely below to the epidermis, but still letting out a fine pool of blood from the incision.

“Do you know what this cutie mark was supposed to mean, Fluttershy?” Phantom asked, his claws slicing with surgical precision. “The butterfly is a strange creature, it has no sense of imminent danger. If someone moves, it will fly away, that that it if it doesn't, it will crash into it and possibly be killed. But if you have, say... a flame, then the butterfly would float straight into the blaze without so much as a second thought. Why? A butterfly who would sooner run away from an unlikely enemy would fly head straight into certain death. Do you know what that means?” His words dripped with cynicism and contempt.

“It means that my student here will give you a choice,” the black alicorn finally spoke. “A chance to fly away, or be eaten like your animals. Because soon, they will all be Phantom’s dinner, and your choice will determine whether you are part of the banquet, or a guest to the feast,” Nightmare finished.

Fluttershy blinked once, twice, three times before anything came from her mouth. “What?” Was the only thing she could honestly say, much to the amusement of the three.

“It’s simple, Shy. Either you dine with Phantom, or he’ll dine on you,” Pinkie explained, grinning while her mane turned straight once more.

“You want me to eat my own critters?!” She hollered. Normally that kind of tone coming from the shy mare would’ve surprised them, but this time, they couldn’t care less.

The three nodded as Phantom’s eye stopped at her pet bunny, Angel. “And you’ll start with him,” the drake stated as he lifted the bunny by his tail, presenting him to Fluttershy. “Heck, if you cook him yourself, the taste will probably match his attitude. I never mentioned it, but the bunny caused me a lot of trouble when I was petsitting. Or do you want me to do it?”

Fluttershy had finally broken down, Angel the first critter she got, his attitude and seeming anger hid the loyal, caring, and loving pet he actually was. But to eat him...

“I won’t...” Fluttershy said.

“Okay then! I’ll get started on the skinning, draining, and grilling,” Phantom said as if Fluttershy had not said anything.

“I said I won’t do it!!”

“I heard you the first time,” Phantom snarled.

“Then let Angel Bunny go!!” she demanded. She didn’t notice it, but the veins on Phantom’s forehead began to pop out in anger. Only Nightmare could give him orders.

“You misunderstand, Fluttershy. You see, Phantom will eat your pets, whether you engage in the activity or not. And I suggest you do... unless you want to die along with them,” Nightmare said. “But if you need more incentive as to enjoy this feast, imagine Phantom was not wrong in the order in which he would kill your pets. First after he kills his prey, he will drain the fluids of his kill, then he’ll skin them. But if he’s feeling... Oh, what the word? ‘Cruel’, he’ll set them on fire and watch them burn.

“I found out about that in a rather grim way. I was cooking a coyote with my own flame. I thought he was already dead, but the thing suddenly started thrashing around, howling and barking about,” Phantom said, while he was slicing apples and carrots into a pot. “Nightmare, explain it to her, if you would.”

“Phantom will then proceed to cutting them along the jugular. Quickly and efficiently, it won’t hurt at all... if not for the roasting. The living nerves will continue to operate, even near death. To the animals, it will be the same as slicing themselves open and drowning at the same time.” She continued the morbid detail of the upcoming events just as Phantom was drawing his first breath.

“STOP!!” Fluttershy shouted, but her pleas fell on deaf ears as Phantom let out a jet of green flame, roasting the bunny. “NOOOOOO!!” She screamed, dragging it out until all the air left her lungs, watching as Angel Bunny twitched and squirmed in pain.

“Did you say something, Fluttershy?” Phantom asked nonchalantly. “Sorry, couldn’t hear you over the cries of burning bunnies.

Fluttershy sprung forth, stealing the scalpel from Phantom’s claw, she had it aimed at his throat. Nightmare instinctively got up to assist her student, while Pinkie pulled out her party cannon, seemly out of nowhere, and aimed it at Fluttershy.

“Don’t worry, ladies, Fluttershy knows that knife won’t cut through my scales. This is where it gets good.” His smug tone assured both mares that Fluttershy wouldn’t do anything stupid.

With a sniff and a look of disdain, Fluttershy went over to her bunny’s side. “I am so sorry Angel Bunny... This is the better option.” Even with all the pain he was in, Angel still found the strength to be defiant. Swishing his head back and forth, telling Fluttershy no. Even he knew this was the easy way out, but only for him. He knew Fluttershy just as well as Phantom did, he gave her an impossible choice, with no real option in the say as she sliced his head off, dropping the scalpel to the floor.

“I think I’ll have the beaver then.” Fluttershy’s eyes went wide as Phantom’s words struck her. “Still, that was a noble thing for Angel to do, don’t you think so, ladies?”

“That bunny was still a great friend to dear Fluttershy. He deserves respect for his actions,” stated the still onlooking Nightmare.

“He’ll be missed... a lot.” Pinkie bowed her head, paying respect toward the lost bunny. “Okay I’m done.”

“Stop... Stop... Please... Please...” Fluttershy begged.

“You know, Fluttershy, out of you six girls, you were the one that really offended me. Why, because of your fear of us dragons... though mostly me. I would’ve been dead if it hadn’t been for Nightmare and the others. You’re supposed to be the element of kindness, yet ironically, you turned your head along with the others. As an animal expert, you of all ponies should know that dragons need meat to survive!” Phantom stomped his foot on the ground, pausing for just a single moment.

“You have nopony to blame but yourself! No matter how much you beg, I won’t stop. Not until you’re dead, not until Apple-Jerk’s dead, not until Rain-Bitch’s dead, not until that fucking whore’s dead, not until Trixie’s dead, not even when Twilight’s dead. Every last one of you will suffer by my hands.” He gripped his claws tighter, practically feeling their blood already.

“You all left me to die, not when I left, but well before that. None of you cared, none of you even bothered with me. Do you know why I'm letting you live now? Because you pretend to care, because you quaked in fear and ran away like the little crybaby bitch you are!” Fluttershy quivered while Pinkie nodded. “That contributes, yes. But really, it’s because I want to make you suffer. I want you to cower in the corner, knowing your turn is coming as you watch your friends die,” Phantom finished with a grin.

“Do you know what you’ll do after you kill all your animal friends here?” Pinkie added. “You’ll latch onto the remaining ponies! It’s a fact! Even now that you know, you’ll still look to them to have a place among them, to try and be surrounded by them. This will only hurt you though. We will kill them, all of them, and you will stay alive just long enough to see most of them die. And all because you grew afraid of someone that would never, in million years, even think of hurting any of you.” Pinkie finished as Phantom regained his composure.

“Funny, I could’ve died all those years ago, still happily believing you guys thought of me as a friend. But then I would’ve met my parents, my brothers, and sisters all in disgrace, for not only allowing myself to die, but also for being killed by the very hooves that killed them,” Phantom said, borderlining the psychotic yet again, scaring Fluttershy and exciting Nightmare. It was such a turn on when a student was like this. “Did you even know?” He asked the quivering mare.

“K-K-Know what?”

“Who killed my family, of course.”

“No, Celestia said your egg was abandoned.”

“LIES!! CELESTIA FED YOU THAT SHIT AND YOU WERE STUPID ENOUGH TO ACTUALLY BELIEVE THAT FUCKING BITCH!?” Phantom roared, trying his hardest to control his anger before finding another way to approach.

“Fluttershy, you do know that a dragon is many things: a killer, a hoarder, a monster, but above all else, they are beings of reason. A dragon will never, and I mean NEVER, abandon its egg! The real truth is far more vile than anything I have done. Celestia ordered her soldiers to kill my true parents to obtain their eggs and experiment on each and every one of them, save mine. Sometimes she killed and reanimated them as she saw fit. Where I have killed one unborn child, Celestia has killed hundreds, if not thousands, or more.

“Do you know how much hatred can sprout from a ‘what if?’ What if I had lived with my parents? What if it wasn’t Twilight who hatched me? What if my parents didn’t even want me? These were all questions that have been exploding through my mind when I lived amongst you... but all that time, it never occurred to me that I could’ve had siblings, even less that I had so many. Imagine it. I could've been the big brother or sister, yet I could do nothing as they were all killed around me. Every last one, until my useless egg was tossed into the School for Gifted Unicorns...” Phantom paused for a moment. Pinkie was about to walk over to comfort him, but Nightmare held her hoof out, blocking the pink mare.

“I’m not even supposed to be alive, my egg was dead when Twilight had her exam... I was dead before I even had a name. What if I had just stayed dead?” He finished. It was at this moment that Fluttershy took actual note on what Phantom was doing, he had herded her animals to a central point in her house. “You have ten minutes to kill them. All of them.”

The story Fluttershy told them was unheard of. Phantom, or Spike, as they once knew him, not only let her live to tell them that he won’t stop until everypony he knew was dead, but he also forced her to eat most of her critters. The girls tried to ensure her that she was safe now.

“That’s not all...” the traumatized mare said. “He gave me the chance to kill him. To stick a knife in his back... like we did seven years ago... I-I-I tried, but I couldn’t bring myself to do it. He, Pinkie, and Nightmare Moon left after that. But before they left, Pinkie said that it was our own fault that Spike turned out the way he did and that he would have forgiven us all if we came... T-Then he sang once more. I-I gave you the cross. I-I hand you the knife. T-To cut me away.”

After a few more hours trying to comfort Fluttershy, the five mares went back to Twilight’s castle. Once the door shut, Twilight was the first to break down and cry as Trixie squeezed her marefriend in a loving embrace, attempting to pour all her love and support into it, but the lavender mare simply pushed her away. She couldn’t believe it. Spike! The one she grew up with. The one who she treated like a little brother was gone. Replaced with this... this monster calling himself Phantom. And to make matter worse, Pinkie Pie has joined his side.

‘He's the monster? Did you even pay attention? Did you not hear what Celestia did to his family? To his brothers and sisters? To his kind? Are you so bent on being the good mare that you can’t see what is in front of your eyes!? If none of this would’ve happened, he would’ve died, forgotten in a week at most! Look at you, such a great big sister, ignoring your brother, isolating him, working him to the bone just because you wanted to hang out with your friends. And to make matters worse, when he needed you most, you turned your back on him! He’s not the monster! You are!’

“Twi, this is hard for you, but we have to face facts. Spike is out to get us all, and we need to be ready. Ah already sent Big Mac and the others to Manehattan. So he won’t be after them,” AJ stated, placing a hoof on her back.

“Hard for me?” Twilight rose a brow. ”HARD FOR ME?! SPIKE TORTURED FLUTTERSHY, MADE HER EAT HER OWN BUCKING ANIMALS, BURNED HER HUSBAND, AND TO MAKE MATTERS WORSE, HE ALSO KILLED MY BROTHER AND SISTER-IN-LAW! HOW THE BUCK ISN’T THIS HARD FOR US?!” The young princess screamed, causing her friends to back away. “HE WAS SUPPOSED TO BE MY RESPONSIBILITY! MY FIRST FRIEND... my little brother...” Twilight’s voice cracked after saying those three words, soon breaking down again. She had failed. Failed as a friend, failed as a guardian, and, most importantly, she failed as a sister.

“I should’ve stood up and defended him. I should’ve looked for him like Pinkie did. I should’ve apologized for neglecting him.” The now broken mare sobbed as the others hugged her in a tight embrace.

Celestia was reading the latest reports on the whereabouts of Phantom and Nightmare Moon. It was bad enough to know that the drake she once called her son and this Phantom was one and the same, but what was even worse was that she had discovered that the element of laughter, Pinkie Pie, was amongst his ranks. She could only imagine how many more would join his group.

Celestia had already sent the royal guards to many locations throughout Equestria in order to find him, but it proved pointless when they all returned empty-hoofed. Of course they could check the Crystal Empire, but Phantom’s letter threatened Flurry Heart’s life if she set hoof in the empire, and she couldn’t take any chances of it being a bluff.

The sun princess peered out the window until a cloud of thin green dust slithered through the window, briefly obstructing her near perfect view of her kingdom. It began swirling around her, menacing swirls of smoke and dust, dancing an evil jig as they finally materialized three skinned cutie marks and a scroll. Celestia instantly knew who the cutie marks belonged to, two of them were very familiar to her, with the third serving as the groom to a magnificent wedding. Hesitantly, Celestia used her magic to pick up the scroll and began to read.

Dear Sun Bitch

One down, four more to go. Oh, and in case you were wondering, I haven’t killed Fluttershy yet. I will in due time, though I don’t think it really matters, the Elements of Harmony can’t be used anymore anyways. By the way, I wouldn’t send guards to protect them if I were you... Remember what happened last time? And before I forget, let’s make this a little more fun! Neither me nor Nightmare are in Equestria, but a few of my spies are.

Sincerely, your dead son Spike.

Author's Notes:

The song Spike sings is Change(House of flies) By Deftones