The minions and their army dashed forth. "Scatter…!" said Lightning as he and the others leapt out of the way. It was a good thing at least the clones of the minions didn't have an fire power like the original, but there were still so many of them and they were just as strong in brute strength.

Lightning and Starla rammed into the clones and knocked them aside, Celestia stomped her hoof twice and reared on her hind legs which actually frightened more of them, and her horn was as strong and powerful like a sword. She really did know how to fight, just as she promised. Her magic was very helpful too…

As her horn glowed she levitated one clone up and threw it into a gaggle of oncoming clones, bowling them down. "She's pretty good." thought Krysta. She was snapped of her distraction when one of the clones almost swiped at her. Luckily her defensive magic helped by pushing them off so they couldn't hit her.

"There's too many of them…!" cried Starla, "We need more help…!"

That's when the ground burst and, Dyno and Myte and had tunneled their way over. "You called…?" Dyno said.

"We'll help!" added Myte.

Many unicorns were watched from inside their shelters, and though they felt safe, they almost hated having to watch all those monsters fight what few fighters were out there. Even the princess, their guest, she didn't deserve to be subjected to all this.

"What are we just sitting here for?" some of them started to say. "We're warriors, and here we are hiding from the battle?"

Soon, others began to agree, and it was settled. The shields were lowered and the unicorns began to dash outside. "Hey! Who invited them!" snapped Rep-Stallion.

"Never mind…!" growled Dementia "Let's get them!"

"Agreed!" said Mysterious and he and others began to conjure more clones. Soon, nearly the whole of town square was full of unicorns fighting the evil ones. "That evens the odds…" cried Lightning "But we have to find a way to get the real minions! Then maybe these clones will vanish."

Everyone agreed, but such a task was easier said than done. Despite the minions were easily recognizable, they were still hard to spot or get near with all the clones huddling so close together. "Keep trying!" shouted Celestia "We'll find them!"

…

In Nightmarica, Luna and her team had managed to enter the fortress, still invisible. Luna was strong enough to keep the magic going for a while longer, but she'd have to stop soon. "Which way to do we go now?" asked Buddy Rose.

"Follow me…" said Luna. She figured she'd know every last inch of the fortress as it was pretty much her own thoughts and design when she was fused with Night Mare. "I should know every crack in the stone, and every floor and hallway."

"She is really starting to scare me out." Artie whispered to the others.

"Me too, without a doubt." rhymed Rhymey.

As they continued forward, Luna began to feel a little tired. "I can't hold the spell up much longer." she said, but that was when it wore off completely. "Princess…!" cried Buddy Rose, he was careful not to speak too loud. Poor Luna was panting softly. "Are you hurt…?" asked Artie.

"I will be fine." she answered "I will need a while to restore my magic. You all will have to guard me."

"We'll do our best.

You just rest." said Rhymey.

Luna was still strong enough to guide the team, and the first thing they had to do was get to the chamber where the elements of harmony were, but now that they were no longer invisible, it was harder than ever to get around.

Guards were everywhere! They found themselves ducking and dodging more times than ever to get through safely now. Little did they realize that they were already detected, and being followed by a small stream of shadowy smog that had been perusing them ever since they had entered.

Suddenly, they could all hear voices, or rather sound of groaning. Rhymey recognized one of them as Fluttershy's voice. He didn't speak but he gazed down through a large hole in the wall, and there she was with all her friends in the main throne room, slaving away. All of them were filthy, tired, and in chains with their wings and horns missing.

Poor Rarity looked as if she had dusted a chimney with her whole body, and she felt even a-hundred baths wouldn't be able to clean her off now.

"Oh…!" groaned Applejack. "I almost got the nerve to wish to be executed."

"No… don't say that!" cried Pinkie Pie "We can't let this slavery break our souls."

"And just what do you suggest?" snapped Rainbow Dash "Look at us…! We have no magic, no wings, and even the princess is gone. You hear what the guards said."

Twilight and Spike said nothing, and still refused to mention what they knew for fear of attracting unwanted attention from Night Mare, wherever she was.

Fluttershy sighed and continued to mop the floor, and then she looked up, and swore she could see someone up there. Someone familiar...! She hoped it was a sign that they'd be rescued soon. That's when the quill Rhymey had given her fell from her mane to the floor, she quickly put it back.

…

Rhymey knew they had to save the ponies and fast. Luckily, the room they needed to get to was just ahead, down a long stretch with guards standing all in a row. "Oh, this it just great." said Artie.

"We can't get past them.

Nor should we blast them." said Rhymey

Luna admitted that even she couldn't figure a way to get past all the guards without making a terrific scene or noise. "We don't need to." Buddy Rose said "Watch this. I've been practicing."

He crept up as close as he could so as not to give himself away, then whispered, "Pollen Spores…!" and softly unleashed a small swarm of tiny spores that put the guards to sleep. They all just dropped their lances and fell like trees.

"Impressive." Luna said.

The others gave Buddy props for that move, and then they proceeded forward and reached the sealed door. "You sure the elements are behind here?" asked Artie.

"Yes…" said Luna. "My evil side may be strong enough to do all this, but it would seem she is still powerless to break this seal and alter this chamber."

"But how can we then?" asked Artie.

"I thought only Celestia's touch,

would undo the seal as such…" added Rhymey

Luna shook her head and explained it had been a long time since she was separated from that of her evil side, and she had done so well to adjust herself to modern times, and learn the ways of friendship and believing. Her sister, Celestia, taught her how to undo the spell for emergencies. "My sister trusts me, and I wish to honor that trust." Luna said "It is my fault that Night Mare was ever created, and I must do what is right for everyone and help take her down."

"Stand back." she warned the others as she concentrated hard, and her horn started glowing. She inserted her horn into the keyhole. She struggled and moaned softly as she seemed to be having trouble. The others felt nervous and hoped she could do it while not giving them away.

Suddenly, the door began to slide open, and there resting on a small pillar was the jewel-encrusted treasure chest. "That's it." cried Luna "The elements are in that chest."

The others all smiled, but as Luna went to take the chest a little bird flew down and landed right on top of it. "Shoo…! Shoo…!" Luna said, but lightning and thunder flashed with the sound of evil laughter, and the bird warped into Night Mare. "Surprise-Surprise!" she hissed. The gang gasped and began back away as the evil demon took the chest. "I've been aware of your little intrusion all this time." she said.

"So why didn't you stop us then?" asked Buddy Rose.

Night Mare snickered wickedly "How else could I have gotten the final key to assure my ultimate victory?" she said. She hinted that since she couldn't get to the elements of harmony, she waited until they did it themselves.

"You will never be able to use them!" snapped Luna "Only those who are pure in heart can even open that chest, or use the elements of harmony… and your heart is pure evil!"

Night Mare, well aware of this, laughed evilly. "But now that I have the elements, I can rest assured that they will never be used against me ever again."

The unicorns were growing annoyed with the sound of her evil voice, and drew out their weapons, and stood ready to fight. So did Luna, but Night Mare laughed again, "Foals…!" and her eyes began to glow, and all four of them were being lifted up by her new psycho-kinesis, and she threw them all out the window, and out of the fortress!

Twilight and friends heard the commotion and gazed outside. "It's Princess Luna." cried Spike, "But… who are they with her?"

Fluttershy gasped when she saw one of them was Rhymey. Twilight also noticed Night Mare was flying down to face them and she had "The elements of harmony!"

"How in the apple fields did she get them?" asked Applejack.

Down below, the four teammates stood side-by-side as Night Mare narrowed her eyes. "It is time that we settle this little dispute!" she hissed.

"There's no avoiding it!" said Buddy-Rose

"Do you think we can take her…?" asked Artie.

Luna honestly didn't know, but she had waited for this ever since her evil side returned. "I swear to you, Night Mare!" she growled "If it takes me to beyond my limitations, I will destroy you for everything you've done!"

This only amused Night Mare, "What I have done? I was born out of the jealously and anger you felt towards everyone. We were one in the same, making you just as guilty as me."

Luna knew that was right, but she made a promise to make up for everything she had done. "Ready, everyone…?" she asked.

The others nodded, and the battle began; only Rhymey swung his sword at Buddy Rose. "Hey!" snapped Buddy, "What are you doing?"

"Something is wrong, I can tell!

"I think I've been put under a spell!" cried Rhymey, and he was right, it was Night Mare, using her powers to control him. Now Rhymey was being forced to attack his friends, while they had to defend themselves but didn't dare to strike Rhymey back!

Luna tried to charge at Night Mare, but even while holding her spell on Rhymey, she raised her hoofs and blasted her back with a powerful wave of magic. This battle was going to be harder than they thought.

…

In Unicornicopia, the battle with the clones of Titan's minions was still going, and getting worse than ever. One could look down from the sky and see fighting everywhere as well as hearing clashing of weapons or the clattering of crashes.

Grand Ruler finally arrived on the scene, and joined in the fight, and brought some of his other guards with him. "You think this intimidates us?" shouted Rep-Stallion, "Get' em, clones!" and he summoned more of his clones to attack!

Celestia had never known such an invasion attempt before. "We can't hold out much longer!" she shouted. "Keep going!" shouted Lightning, "We can do it! Just need a little more fire power."

"Agreed…!" said Grand Ruler. "Everyone, use your special attacks!"

Everyone did as they were told, and it seemed to be working. The clones were being wiped out fast making it easier to break through. "We need more, clones!" cried Dementia, but the unicorns managed to wipe out the clones faster than the minions could make more, and soon they were confronted by a whole army of unicorns, with Lightning and friends at the front…

But Suddenly…! Loud explosions were heard as the entire kingdom seemed to shake and quiver. Everyone nearly fell over. "What was that…?" asked Grand Ruler.

"Ay' Ay' Ay'! It felt like an explosion!" cried Dyno.

"What have you three done now?" snapped Krysta, but the minions were just as worried and admitted that they had nothing to do with it. "Look…!" cried Mysterious as a giant molten fireball seemed to soar across the sky and crash into the area around Blacktop Mountain. It crashed hard causing another small quake.

Then, they all saw him… a gigantic black dragon, with silver claws, large dark red wings, and an evil face that many didn't recognize, but Celestia and Grand Ruler gasped. "That face!" cried Celestia.

"I can't be!" added Grand Ruler.

The evil dragon laughed loud and hard. "Ahh…! Celesto… It's been a long time!"

"Sire… you know him?" asked Lightning.

His mentor's eyes and Celestia's narrowed in anger. "Discord…!" It couldn't be anyone else, only now he seemed brand new, larger and stronger and more chaotic than ever. "Why have you come?" Grand Ruler demanded to know.

"How did you get here?" added Celestia.

Discord chuckled "Do I really have to explain…?" he asked and he explained that he was now a whole new Discord, and his powers and new purpose involved only to destroy and wreak havoc for his own amusement "I must say Celesto. You have a very lovely kingdom. Surely you won't mind if I have some fun…?" He laughed.

The minions felt outraged. "Who sent you to spoil our fun?" snapped Rep-Stallion "This is our territory."

"Yeah...!" The other two snarled, but Discord glared at them furiously for daring to question his all-new, mighty power. The minions decided to leave the kingdom and their few remaining clones behind. "Well… at least that part of the danger is over." said Brain.

"I say…! He's going to strike again!" cried Abra.

Discord was heading straight for the mountain, ready to break it to pieces. "Let's all try firing on him at once." Starla suggested. It was doubtful that it would work, but it was worth a try. Grand Ruler made all the attackers fall in line. "Ready… take aim…! FIRE…!" Everyone fired their best attacks; Lightning used the rainbow force combined with uniforce. Grand Ruler used the uniforce too and Celestia fired her own wave of magic.

The stream of magic and power struck Discord, but didn't seem to affect him at all. He just laughed at them and mocked "Is that the best you can do? Now I feel insulted. So…" and with his huge claws he began thrashing and crumpling the mountain, sending large boulders flying across the land. "Look out…!" cried Krysta!

Everyone scattered about to avoid the falling rocks from above as Discord continued to wreak the mountain, and then he flew up, up, up, and with a fiery blaze, he completely vaporized it in a huge explosion. The force shook the kingdom, and darkened the skies, and when everyone looked up… they were simply devastated.

"Blacktop Mountain…!" peeped Lightning. "It's… gone…!"

Discord stretched himself out, "That was fun. Now which is next?" Then he just decide to fly around unleash his wrath everywhere he went.

The guards, though devastated by what was happened were still doing their best to stave off the remaining clones the minions had left behind, but The Grand Ruler, for the first time ever, was completely overwhelmed by what was happening. He pounded the wall with one of his front hoofs in frustration and just stood like that. Worse than that, this kind of demonic power was a kind he had never seen before, it was so powerful and breaking his kingdom up worse than anything he had seen. There was nothing he could do to restore the damage at this rate, even with his magic.

"Sire…!" cried Lightning "Sire, are you okay?"

His mentor just stood there, hardly moving or blinking his eyes. Celestia tried, but couldn't get a response either. She realized there was only one course of action. "The kingdom is in danger. We have to evacuate everyone."

The unicorns were shocked. "Que…? Leave the kingdom?" asked Myte. "She's right…" said Lightning, "That demon has the fire power to actually blow this whole world apart, and I don't see much else we can do, but we've got to save everyone."

The unicorns began to agree, and Krysta made a plan of action for everyone to head to Grand Ruler's palace and use the portal gateway to escape. "I'll lead everyone to a safe place I know of." she said.

Without a moment to spare, everyone scattered about evacuating the entire kingdom, and all heading to Grand Ruler's palace to escape to safety. It was very difficult to get everyone out with Discord constantly wreaking destruction all over. The villages were being crushed and pummeled. Even Lightning's house was completely demolished.

All Grand Ruler did was just stand there in the middle of the crumpling Rainbow City, and gazed in devastation at the chaos and nightmares around him.

The long line up at the palace was getting shorter as more and more unicorns escaped into the portal, and Krysta used her magic to transport them to a safe place… a nearby dimension close to the Valley of Fairies she and her people knew of whenever creatures were in danger and needed shelter. They called is the Safe Dimension.

…

The dimension was wide and beautiful with lush meadows and a lake in the center. There was plenty of room for everyone. Several unicorns were hurt, and injured from being hit by the destruction of their homes. Luckily, Dr. Penny and her team were there to help everyone as best they could.

…

When the last unicorn had gone through, only Lightning, his friends, and Celestia were left "Is that all of them?" Krysta asked. They went over their massive checklists; all the villages and towns had been completely evacuated. "Okay! I better check back and see how the others are." Krysta said and then she jumped into the portal and was gone.

The unicorns stopped to take one last look outside and could hardly believe what was becoming of their home world. Still, they couldn't stay any longer. They had to go now, but as they went back to the chamber, "Wait…!" hollered Celestia "Where is Celesto?"

"Didn't he come up with us?" asked Starla, but everyone checked around and he was nowhere to be seen. That's when Lightning realized, "He must still be in Rainbow City!"

Everyone gasped and dashed out of the palace like the very lightning that shook the skies, becoming more and more violent from the destruction Discord was causing. Sure enough, they found Grand Ruler still standing in Rainbow City square… just… standing there with a look of extreme heartbreak in his eyes.

"Master!" cried Lightning. "What are you doing? We have to go!" but his mentor just stood where he was, hardly moving or making a sound, or even blinking his eyes. Starla tried approaching him softly, "Your highness… what's wrong?"

Grand Ruler finally explained that his kingdom was ending right before his very eyes. "Everything I worked so hard to make…! Everything I've protected and stood for all these centuries…! Everything I've held dear to me…!" …It's gone."

Everyone now understood why he was all frozen up. He was losing his confidence as a royal leader. Lightning approached him, and said "That's not true. You haven't lost everything." He pointed out that although the kingdom was doomed; all the unicorns were safe in the Safe Dimension. "And you still have me… and the rest of us… and Princess Celestia too."

Grand Ruler blinked once, and gazed at Celestia. She smiled at him and blinked twice at him. "And you taught us that sometimes things come with a price, but you shouldn't let it get you down." replied Lightning. Celestia and the others nodded in agreement.

With his confidence returning, Grand Ruler admitted "Yes! You're right." He was ready to suck it up and leave, but that's when Discord flew overhead. "Aw… how touching. I think I'm going to cry." he mocked "But I'm afraid the hour has grown too late, and you're all going down with this kingdom!"

He flew higher, and higher. "What is he doing now?" asked Myte. Dyno scaled a lookout tower and looked through the telescope. "Ay'! He is going to attack the palace!"

"THE PALACE?" everyone cried. "But the portal is in there!" cried Lightning.

It was too late, with a huge fiery breath; Discord blasted the palace causing a massive explosion in the skies. The remains of the palace began to fall from above like a burning meteor, right on top of Rainbow City, and the gang, followed by one of the loudest and deadliest crashes ever to be known, crushing the city into a mountain of rubble and destruction!

Discord laughed the loudest and hardest and evilest laugh he had ever laughed. "I did it! I destroyed them!" he shouted for joy "Long… Live… Evil!" he continued to laugh!

…

While in Nightmarica, Night Mare was proving to be too much for the others to handle. Rhymey was still battling his comrades, still under Night Mare's control, and still his comrades refused to hit a friend. While Luna just couldn't overpower her evil side and was continuously thrown back, or zapped with extreme magic.

By this point now, Luna, Buddy Rose, and Artie were all thrown together in a corner, and Rhymey was approaching them with his sword at the ready. Night Mare laughed and said, "Now isn't this a pity for you to come so far, only to fail and to perish in vain? As much as I've enjoyed this little… game… the time has come for you to say goodbye, and soon your comrades will follow."

Rhymey tried all he could, but he couldn't seem to break Night Mare's control. "Rhymey, don't do this!" cried Artie.

"I can't… go… through this!" rhymed Rhymey, but he felt himself raising his sword ready for the final strike, and his friends would be no more.

To Be Continued…