Serpent-Tyrant knew that the only way to get the rainbow stones back now was to actually head to Unicornicopia himself, and he had plans to do so, all he needed now was the right moment. So in the meantime he began to strengthen and train his serpent soldiers so they would ready for the invasion.

Once the unicorns were out of the way, nothing would stop him from achieving his goals.

Unbeknownst to him, he was not the only one with sinister plots against the unicorns, and not just against them as well.

…

Princess Celesita awoke from being knocked out after she was pony-napped. The last thing she remembered was crying in her bedroom during the ball, and the next, three strange creatures appeared and knocked her out cold with powerful magic.

"Wake up sleeping princess." hissed a familiar voice "No, you're not dead, yet… just paralyzed."

"That… voice…" moaned Celestia. "It… can't be!" but it was. She found herself in a hidden chamber, locked in a magical bubble with Night Mare Moon gazing at her form outside. "Sister…? Why…? This isn't possible."

"Sister, Celestia!" cried a voice. Celestia turned to see Princess Luna trapped in another bubble beside her, for she too had been pony-napped earlier before the gala even started. "Big sister…! That is not I."

Night Mare sniggered, "Only half correct, foal! I happen to be a better, stronger version of what we once were!"

Night Mare explained that when Twilight and her friends used the elements of harmony on her, what really happened was, Night Mare and Princess Luna were split into two, and the evil part headed into dimensional space with the intention of getting stronger, and then returning to Equestria for revenge!

She no longer required being part of Princess Luna and she no longer had plans to make an eternal night, but rather to destroy Equestria and then rebuild it into her own world and the rest of the ponies, pegasi, and unicorns would be conscripted into her army of slaves! She wanted the two princesses alive for a good reason. She wanted Celestia alive to witness the downfall of everything she had loved and protected all those ages, and Luna… to show her what she could've had, but she chose friendship over evil and power.

Celestia and Luna felt absolutely livid, but try as they did, they were unable to break free from Night Mare's spell. Night Mare laughed at them, "Foals! Weren't you listening to what I just said? I have become stronger now; your pathetic magic powers are no threat to me."

The two princesses struggled to stand upright. Celestia tried to reason with Night Mare about friendship being real magic. "Silence!" snapped Night Mare. She stomped her hoof on the floor, and Celestia was shocked by magic currents. "Big sister!" cried Luna.

Celestia wasn't hurt too badly. She glared angrily at Night Mare, "You won't get away with this!" she assured her. "Oh, but I will…" said Night Mare "I don't believe I have introduced you to my new... friends you might say."

She summoned her friends to her side, which turned out to be three winged unicorns whom they had never seen before, but they could tell just by looking at them they were nothing to underestimate. "As for the two of you…" snickered Night Mare "Your hopes of being discovered and rescued are very slim. For this chamber is hidden in the very last place that anyone would dare to look."

Then she turned and began to walk away, "Come my friends, we have a world to conquer." Her sinister laugh echoed throughout the chamber as and her new friends left.

Luna was very angry and continuously struggled to try and break free. "I will not… let… this… happen!" she growled, but she wasn't able to break free, nor her sister. Celestia was very worried, not just for herself and her sister, but more for Equestria.

…

Back in Unicornicopia, three rainbow stones had been obtained, and only one was left, but The Grand Ruler had sent Lightning a letter saying that he was unable to locate it, but he would continue to search. "Stay strong, my student…and keep on believing."

Lightning sighed heavily as he sipped his milkshake. It had been very boring lately; Krysta had gone to visit her people in the Valley of Fairies. None of his friends needed much help with their jobs that day, and there hadn't been a single monster attack since the fall of Titan's minions. Of course that meant all was well and safe.

He decided maybe to just go for a walk, but as he grabbed his milkshake and turned to head off, he ran right into Starla and they both ended up spilling their milkshakes all over each other.

"Oh, I'm sorry." They both said at the same time. "No, I'm sorry." they did it again. Then they paused and tried to wait, but they ended up saying "I'll buy you another one." At the same time too. They shared a soft giggle, and both paid for two extra milkshakes, and they both went for a walk together.

"So…" Lightning said.

"So, what…?" asked Starla.

Lightning tried to be as careful as he could, "How are things at the observatory?"

They had a nice chat, and Starla explained she was a little worried. She had been gazing at the stars at night lately, and she feared they were trying to warn of something coming "Something really dreadful!"

"Are you sure about this…?" he asked. Starla admitted she wasn't entirely sure. There had been a few occasions when her calculations were incorrect, but she was right about Titan returning, and she was right several other times too.

"Don't worry…" said Lightning "If something does come, I just know we can see it through. Think about it, we've faced so many things already. If anything comes our way, well ready with a bang!"

That's when a distant explosion was heard and felt, even from in the city. Starla leapt into Lightning's front limbs with a yelp.

Smoke was coming from the direction of Greenland. Nobody panicked as it was just Brain. He had been working on one of his newest and most desperate secret projects of them all for a while now, and every now and then a small explosion came from his house, but it was nothing to fret over. Just another one of his tests that he would remark…

"Unsatisfactory… Most unsatisfactory…!"

"That must be the twelfth time he's done that." groaned Lightning. Then he realized he was still holding Starla in his limbs. So did Starla… They both blushed madly, and he put her down gracefully and they both shared another giggle.

Lightning's mind was racing in circles. If Krysta were there she'd be nagging at him to ask Starla to be his mare-friend, but was this the right time to ask her? "Um… Starla…" he suddenly found himself asked.

"Hmm…?"

"I… I wanted to ask you something really important."

Starla felt her cheeks turning red again. "What…? What is it?"

They were soon gazing into each other's eyes, and this time instead of turning away, they found their faces slowly move towards one another's, getting closer, and closer, their eyes softly closed, their lips were about to touch, when the ground suddenly began to rumble. "What…?" they both exclaimed.

Something told them this wasn't Brain's doing as the ground continued to rumble and quake "What's happening?" cried Starla.

"I don't know, but I don't like it!" said Lightning.

That's when Serpent-Tyrant's serpent soldiers burst through the ground armed with axes, swords, maces, and shields. The alarms went off at once as more soldiers burst from the ground and all the unicorns began to run for the nearest shelter.

"How did they get in here?" asked Starla.

Lightning didn't know, but he was ready to show them out for running their moment! "Let's get them!" and they began to brawl!

Buddy Rose and Artie came running round the bend, and they were surprised! "Serpent Soldiers…?"

"In the kingdom…?"

They soon joined the fight along with others, who were good at fighting, but things got way worse as Serpent Tyrant entered the city from a portal in the skies. "Look out!" cried Lightning. Everyone scattered before they were crushed.

Serpent-Tyrant roared loudly…!

…

Grand Ruler could feel the tremors even in his floating castle. He knew this meant trouble so severe that he would have to investigate himself. So he headed off leaving his guards to stand watch over the palace.

…

Lightning and friends gazed sharply at Serpent. "How did you get here?" snarled Lightning. "And why are you here."

Serpent didn't answer at first and merely gazed around. "So… this is the realm that my son had failed to conquer is it?" he sniggered "Very insulting…!"

The gang was confused. "Son…?" The only person they knew who ever tried to attack their kingdom before was Titan and his minions, and since the minions were created by Titan himself, but that only meant, "Are you…? Could you possibly be…?" asked Lightning.

"Yes…!" hissed Serpent "I am what remains of Titan's father. Titan was my son." And he began to explain it all…

…

He, Lord Tyrant, was a proud and loyal member of the Dimension of Evil, before it became the Dimension of Darkness. He used to be a tall and strong evil humanoid and used to be a great potions master. He made positions that could turn anyone into anything, and anything into something other than what it was.

His son, Titan- he had always despised him for his constant failures to master magic, and treated him harshly as he deserved in hopes of toughening him up. He never once dreamed that Titan would become so powerful that he would turn against his own father.

Titan had destroyed the entire dimension, reducing it to ruin and darkness, and killing almost every last inhabitant. Only Tyrant had survived, but was mortally injured and with his life fading fast, but there was still hope for him. Using the last of his strength, he managed to mix one final potion using the essence of reptiles and swamp creatures, which changed him into the serpent-like monster he now was, and allowed him to escape.

He would always then be known as Serpent-Tyrant.

…

"This wretched, disgusting form you now see me as. How I despise it!" growled Serpent. "But there was still hope for me."

His forehead began to glow. "What's that…?" asked Buddy Rose.

"Look…!" cried Artie.

There, on Serpent's forehead was the fourth and final rainbow stone with the colors blue and indigo. "So, he had it all this time?" asked Starla.

Serpent explained that after his escape from the Dimension of Darkness, and from his son's wrath! He found the rainbow stone which, like the gang, enabled him to increase his powers and become larger and stronger to his own desire. He never felt such power before, and returned to challenge his son for destroying their home world and killing all their people, but even with the power of the stone and all that he had gained from it, Titan was still far too much for Serpent to handle… and he was turned to stone at the hands of his son, and remained so for over one thousand years.

"When all of you destroyed my son, you also destroyed the curse that had long since kept me contained!"

The gang was freaked out by all of this. "And you've been searching for the rainbow stones, so you could gain more power and become unstoppable." snapped Lightning, but to Serpent shook his head, "No."

"Titan may be gone, but the Dimension of Evil is in ruin. The only thing I truly seek is to restore myself to my original state, and bring back my home world to its former glory, then revive every last one of my people who suffered the wrath of Titan. The rainbow stones, combined with my magic will make all that possible."

The others understood it all now and there was no way they could let him do that. If he restored the Dimension of Darkness t its former glory, he'd revive every last evil being that ever lived there, and if that happened… the entire Dimensional Universe would be at great risk form so many demons and monsters and who knew how much worse? They wouldn't stand a chance.

"You'll never do that!" shouted Lightning "Evil never triumphs!"

Serpent laughed, "We shall see…" and with a loud roar, he began to dash forth making a trail of destruction through the road and the sidewalks. The gang flew straight up to dodge him. "We have to get him out of the city!" cried Starla "Who knows how much destruction he could cause.

"Follow me…!" cried Artie and the others began to fly after him and Serpent began to give chase, tearing up the roads and destroying many trees and unshielded obstacles in his way. Along the way, Rhymey and the twins joined up with the gang.

Serpent stopped in the open fields. "So, you're all together now?" he hissed. "Makes it all the more easier for me to get rid of you in one easy swoop. Then the rainbow stones you have shall belong to me."

The gang all landed and Lightning stood at the head of the team. "You should've quit while you were ahead." he snarled "Now we'll show you just how strong and powerful we are. Ready guys?"

The others all stood ready, weapons and all.

…

Meanwhile, in Equestria…

The evil Night Mare Moon and her new friends wasted no time using their magic to blow up and destroy the kingdom. Houses were on fire, towers were toppled over, and ponies running in panic. Why, even Rarity's salon was crushed. "Oh… my…! The horrors!" she cried as she nearly fainted in sadness.

Twilight and her friends were still safe, but were unable to find Princess Celestia or Luna, and felt helpless to stop these demons. Soon, they were confronted by Night Mare herself and Titan's minions. They tried their very best but nothing seemed to work on them. "If only we had the Elements of Harmony." cried Pinkie Pie, but there was no way they could get to them without Celestia's help. They were hopelessly cornered

Rep-Stallion gazed at Fluttershy and how scared she seemed. He couldn't resist it and let out a simple little "Boo." As expected, Fluttershy screamed in a cry of horror and she ran to hide behind all her friends, trembling like a frightened mouse.

The minions really hoped to show off their new power learned, but Night Mare wouldn't let them. "Now, now…! Let's not be too hasty." she said "After all… they will make fine slaves."

"Slaves…? Us…?" cried Spike.

"In your dreams, Night Mare!" snarled Twilight "We won't ever bow down to you!"

Night Mare simply sniggered "You foal! The choice is not yours…!" her eyes began to glow and Twilight felt herself being lifted up high. "Whoa…!" she cried.

"TWILIGHT…!" the others shouted.

Twilight tried as hard as she could, "It's no use… she's too strong… I can't break free!" Night Mare had mastered psychokinetic abilities while she had been away, combined with her shape shifting and powers of darkness, she was one powerful mare.

Night Mare was enjoying seeing Twilight suffer. She gazed at the others, "Now you have a choice." she snarled, "Either you serve me… or you can suffer a fate far worse than your friend!" Her power seemed to intensify, and Twilight began to moan and groan in pain as she felt she was being squeezed in a vice.

"ALL RIGHT…!" shouted Spike "I'll serve you. Just leave Twilight alone."

The others reluctantly were forced to agree, and Night Mare let Twilight go. "Are you okay…?" asked Rainbow Dash. "I think so…!" Twilight said while coughing and hacking trying to catch her breath, but suddenly Night Mare used her powers to bind them all together with chains and manacles. Special ones that preventing any of them from flying, or using any magic.

Soon, all of Equestria was enslaved, and Nightmare even redesigned Canterlot Castle into a horrifying fortress for herself, and her new friends. "I, Queen Night Mare Moon, hereby declare this the land of Nightmarica!" she announced "May the horrors and fear strive forever!" She and the minions', their evil laughs echoed all across the land where all the ponies and creatures were helplessly marching and being forced into labor.

All hope seemed lost for the kingdom now, if one tiny creature hadn't gotten away. It was a fairy who had witnessed everything. "I must inform Queen Krysta." She said and then she vanished through a portal.

With Equestria enslaved, and Serpent Tyrant ready to face Lightning and his friends… the great struggle had no officially begun!

To Be Continued…!