NOTE: In case you're wondering I do not own My Little Ponies. Hasbro owns My Little Ponies and all related rights. FiM series is executively produced by Lauren Frost. I hope I have thoroughly disclaimed.

Grey was all around. A column of ponies with grey fur, grey manes and grey eyes marched in place to a somber beat in an endless grey, glass tube. On the walls of the tube were grey posters with motivational statements such as "Friendship is Forbidden", "Laughter will be shot on site" and "Everypony hates you!". The marching ponies were overseen by grey guard ponies hovering gloomily on their grey hover platforms. It was really, really grey.

Before them was a monochromatic (as in grey) screen featuring none other than Twilight Spark: the darkest most evil pony of all time!

"According to my calculations we will triumph over the asinine horrors of friendship!" Twilight called, "We will liberate all those still enthralled by it's illusions! We will purge the world of the blasphemy of Honesty, Loyalty, Laughter, Generosity, Kindness and Magic! Only ash and Misery shall will remain in our wake!"

All the ponies pumped their hooves in the air and shouted "Ponies!"

Berrymelon Supreme was one of the many grey ponies marching in place. Not much gave her away from the others in the line, having the same grey color and same short haircut everypony else had. She was still young, but was non the less one of the veterans of the marching line. Berrymelon knew well the horrors that the friendship and the elements brought and was glad they had been wiped out long ago, but today something bothered her.

"Psst." She whispered to a nearby pony that was almost identical to her, "Do you ever wonder why we march in place like this? I've been doing this 15 hours a day for my entire life but I've never gotten anywhere.."

"What? NO!" The grey pony panicked and darted her grey eyes back and forth, "I never wonder anything!"

"Hey, are you two talking to each other?"

Berrymelon looked up to see one of the grey guards floating down to them.

"No!" The other pony panicked.

"Well yes, but-" Berrymelon began.

"Did you just tell me the truth?" The guard was clearly angry now, "Honesty is strictly forbidden! I'd banish you for that but this place is already pretty terrible… so I guess you have to stay."

"I had a legitimate question, though! Shouldn't we at least do something productive all day?"

"NO! Doing something productive is dangerously close to being kind and generous. Now get back to marching."

Berrymelon thought for a moment, surrounded by grey, then asked "But isn't listening to you dangerously close to loyalty?"

The guards looked at each other sheepishly for a moment. The one talking to her did a hoof palm and sighed before responding.

"You found the loop hole… Alright you're free to go!"

Berrymelon was sucked into another grey tube and shot out of the grey building.

Outside Berrymelon landed harmlessly and looks over the landscape.

"I've never been outside before." She said, "this is so…. So…"

Berrymelon looked over the horrific red and desert-like ground, full of cracks that were full of with fire. She saw the steely black mechanical trees covered in barbed wire, the rivers of acid and industrial solvent and the massive, black towers covered in spikes looming ominously over the horizon. She looked up at the sky shrouded with a hopeless amount of thick black clouds that constantly poured down murky rain mixed with ash which was broken only by the occasional blast of explosive lightning that decimated whatever ground it happened to touch.

"SO BEAUTIFUL!" Berrymelon's eyes opened wide with wonder and joy. More joy than she had ever felt before.

"So many colors," She mused, "I've read that red and black existed too, but never actually saw them! There's so many different objects! Such a huge sky! And look at all the animals!"

Berrymelon looked down into a nearby pool of crystal clear acid to see a mutated fish with several rows of teeth happily growling at her.

"I just have to frolic through all this beauty!" Berrymelon said with a twirl.

Berrymelon frolicked exactly one step into this colorful paradise before burning her hoof against the ground.

"OW! What the-" Berrymelon leaned towards the ground and poked it. It was damp with some corrosive liquid that smelt horrible.

Berrymelon could only walk around the paved edge of the building (which you may remember was grey). Eventually she spotted another pony sitting on the pavement as well, looking rather annoyed by something. The pony had very sleek looking black fur and a long, grey main that hung along her back. She was wearing black, steel books and a grey gas mask which covered most of her face.

The pony looked over to Berrymelon and changed her expression to a happy smile just a little too quickly. She skipped over to Berrymelon and ran a quick circle around her before pushing her face right up against Berrymelon's.

"Hello." She cooed, walking back and forth and changing her head angle constantly as she talked. "My name is Trickscam. You may have noticed the ground is drenched in sulfuric acid. Someone stupid and weak like you couldn't make it very far."

"Yeah," Berrymelon sighed, "I don't like that very much."

"Hehehe!" Trickscam leaned in close, "I was wrong. You are very clever! I'll tell you a secret. You can't possibly go outside like this, yes? No! But you can. You just need to be clever. Clever like you!"

Trickscam pulled out a set of boots and a gas mask out of her pony pockets. "You see? You only need some boots"

"I dunno" Berrymelon raised her eyebrow, "Is this some kind of trick? Or a scam?"

"No. no." Trickscam said in a particularly smooth voice, "These are yours."

Berrymelon put on the boots and gas mask.

"Of course" Trickscam suddenly began talking much, much faster, "I can't just give them to you as generosity has been forbidden, and rightly so, by the great Twilight Sparkle etcetera etcetera. However! I think I'll give you a special deal, one that I only offer to very special ponies like you. All you have to do is come to the next town over and sign up for, well it's nothing really, just a game you're paid to participate in.

"That sounds fair…" Berrymelon rubbed her chin, "As long as it isn't some kind of trick or scam…"

"You already said that"

"Yeah. Well. Your name is-"

"-I know what my name is."

"Right. Let's go then."

Trickscam laughed maniacally a. She then narrowed her eyes and smoothly said, "Follow me."

The two eventually come to a collection of buildings. All the buildings but one were run down hovels, just large enough to contain a single pony, covered in barb wire. The only building with any individuality was the massive domes in the center. It was made in some kind of red stone and was perfectly smooth with a single set of doors the only imperfection. Berrymelon couldn't help but wonder why there were no spikes on this structure as well.

Still, it wasn't grey.

The town was filled with ponies pushing boulders around in circles. As Trickscam and Berrymelon entered town the working ponies' pace seemed to increase.

"Well I win." Trickscam flicked her mane.

Before another moment passed Berrymelon was tackled by a dozen ponies and stripped of her protective gear.

"Only one today huh?" One of the guards commented.

"I shouldn't even be doing this!" Trickscam snapped, "I don't need anymore training like this. Twilight should know that. You derp-faced parasprites can do whatever you want. I'm gone."

"Wait!" Berrymelon called as Trickscam started walking off, "So this was some kind of trick?"

Trickscam looked back briefly, then shook her head and started walking again.

"Come on." The guard started pushing Berrymelon into the arena, "Time for your first death match."

Moments later Berrymelon was thrown into the center of the coliseum. All around grey colored ponies sat watching in black, spiky chairs. The arena itself was full of ash and bone colored ash and bones. One of the guards threw Berrymelon a plank of wood with the word "club" written on it.

"Huh." She said picking it up, "At least I get a "club"."

Suddenly the announcer shouted over the rabble.

"The next match is a truly historic battle indeed! In the red corner we have, well you've never heard of her but her id says she's Berrymelon Supreme! This is her first match and we have no reason to believe she has any combat experience whatsoever!"

The crowed looked rather unfazed.

"And in the blue corner we have the grand champion of the arena! She's won 5,708 straight matches against zero losses! She's killed 50 dragons with her bare hooves and has defeated death mages blindfolded! The slayer of gods and ponies! Daisypoof!"

The gates on the other side of the arena were blown off their hinges and the crowd erupted in applause as a single pony clad in black plate mail walked through. Only her curly, red mane and burning grey eyes were visible. On her back are four massive blades attached to her armor through some kind of mechanical devices. On her side are several smaller blades.

Two of the blades on disproof's back swung out to her sides to lie horizontally like part of some scythed chariot. Two lances swung forward to rest on her shoulders with her head in between.

Berrymelon looked down at her plank of wood. "Why do I only get a club?"

The announcer called out again. "The winner will be given 1,000 bland sticks! Carrotclop's Bland Sticks: They're so bland you'll wish you were eating stick!"

As the announcer seamlessly worked in some product placement Berrymelon and Daisypoof stared at each other. Daisypoof seemed unaffected by the crowd or anything else for that matter. She just starred unblinkingly, unmoving at Berrymelon and the coming battle.

"-just like the new Twilight Sparkle toy with real Sparkle action (batteries not included), available in stores this May! The loser will have her brain removed courtesy of Carrotclop's Brain Removal Agency! Now fight!"

"RAAAAAA!"

Daisypoof charged at Berrymelon. Berrymelon threw her club but it shattered harmlessly against Daisypoof's armor. Within a second Daisypoof closed the gap and one of her side blades was mere feet away from Berrymelon.

Berrymelon only managed to duck just enough that Daisypoof's blades pass over her.

Daisypoof charged forward a few more feet before stomping her front hooves hard into the ground and using her moment to spin around. Daisypoof was back to melee with Berrymelon before the newbie could even get back on her hooves.

This time Daisypoof thrust her twin lances forward but Berrymelon narrowly dodged, leaving the blades to dig into the ground.

Berrymelon took this opportunity to run up across Daisypoof's back and grab one of the swords at her side. When Berrymelon jumped off, however, Daisypoof grabbed her with her hind legs and flipped forward to slam her into the ground.

Berrymelon quickly recovered and dug her sword into the ground just before Daisypoof thrust her twin lances forward again. The sword slid between the twin lances until it collided with Daisypoof's helmet. The lances are stopped a mere inch in front of Berrymelon's face.

Berrymelon grabbed a nearby rock and jammed it into what looked like a mechanism in Daisypoof's armor. The gladiator's blades retract, and remain stuck when she tries to extend them again. Berrymelon tried to follow up with a slash of her sword but Daisypoof drew her own and blocked.

"You know" Daisypoof began, "It's been a long time since anypony lasted this long against me. Is this really your first fight?"

"HA! No! One time I fought a this incredibly powerful- this uh." Berrymelon paused, "Alright it was nothing. But it was still a fight!"

Daisypoof grinned, then slashed at Berrymelon and knocked away her sword. Daisypoof then slammed Berrymelon down against the ground and held her sword against the other pony's face.

"See that pit over there?" Daisypoof gestured to a hole in the other side of the ring, "I'm going to drop you in there then throw my sword in. You play dead until I come fore you later."

"Why would I do what you say!" Berrymelon protested, "Helping ponies is too much like friendship! I'd rather die than be someone's friend!"

"We're going to see if that's true," was Daisypoof's response, "Cause if you don't you're going to have your brain removed."

Daisypoof grabbed Berrymelon's mane and dragged her across the arena. She finally reached the pit and threw Berrymelon in. Daisypoof then jumped into the air and threw her sword into the pit. When she landed she thrust her hoof in the air victoriously. The crowd exploded in applause.

"It seems we have a winner!" The announcer called, "Truly this is the upset of the century! The next match will be a dozen full grown dragons against a single bunny!"

Hours later the arena has grown abandoned to the point no one was there. No one, but the grand champion. Daisypoof walked over to the pit and threw a rope down the pit she had thrown Berrymelon in before. Berrymelon climbed out and glared at Daisypoof.

"That was awfully kind of you…" Berrymelon said suspiciously.

"I don't like it anymore than you do but I need someone to help me. I need…" Daisypoof turned away, "A friend."

" What?" Berrymelon was stunned by this horrible claim, "Are you derping insane?"

"Listen to me," Daisypoof looked out at the crowd, "It's been years since anypony here challenged me. Nopony can give me an actual fight. Nopony but the absolute strongest: Twilight Sparkle."

Berrymelon just stared at this clearly insane pony.

"The problem is that she has thousands of pony death squads and I'd never be able to fight her one on one," Daisypoof explained, "Not unless I had somepony else to hold them off long enough for me to beat her."

"But friendship?" Berrymelon cringed, "That's going too far! That's what the poster says anyway."

Berrymelon pointed to a poster reading "Friendship? That's going too far!"

"The thing about posters is that they're stupid. If you want to get strong," Daisypoof looked to the sky, "If you want to be able to survive outside these horrible cities then you'll need somepony like me to show you how."

Berrymelon looked to the poster then back at Daisypoof then back at the poster again. She put her hooves on her head and groaned anxiously.

"grrrr…." Berrymelon shook her head, "Fine! I just hope the posters aren't too upset."

Daisypoof took some survival gear out of her pony pockets and gave them to Berrymelon. When Berrymelon finished equipping she nodded and Daisypoof. Daisypoof nodded back and walked over to the door with Berrymelon following close behind. The two eventually reached the exit, a door made of iron bars with a guard on the other side.

"Hey!" Daisypoof called to the guard, "We're breaking out."

The guard starred at them for a moment.

"I don't think you're allowed to do that." The guard shook her head, "I mean that's why I'm here."

"I'm the champion of the arena." Daisypoof leaned towards the guard, "If I want to break out I'm going to break out."

The guard sighed before continuing. "I better go get my manager."

The guard walked off down the hallway, leaving the two ponies alone. Daisypoof backed up several steps then charged forward at the gate and rammed into it. The gate fell off it's hinges opening the way to the outside. The two began walking out towards freedom.

"Wow. It's a good thing their security is so bad." Berrymelon mused.

The two ponies get a few blocks down the road when the guard returns with her manager. The manager looks at the gate then to Berrymelon and Daisypoof.

"Hey…" The manager scratched his chin, "They're getting away without permission!"

"I'll get them!" The guard began after them but was stopped by the manager.

"NO!" He shouted, "They're already too far away and catching them will involve running. We need a lazier solution. Release the dragons!"

The guard shrugged and pulled the "release dragons" lever. About two dozen dragons flew up out of the arena and immediately began attacking the town and it's fortifications. Daisypoof and Berrymelon are left unpersued.

"I didn't think that through very much did I?" The manger shook his head, "Aw derp. Now we have to run after them. Come on everypony."

About 10 more guards joined the manager as he ran down the street after the prisoners. Daisypoof stopped walking to look back at them.

"Looks like that's all they're sending." Daisypoof drew her weapons, "It'll be easier to just take them out now!"

Daisypoof tossed a sword over to Berrymelon before charging towards her pursuers. It was mere moments before she closed the gap and rammed into the manager. The manger flew back as Daisypoof did a spin kick to take out three more guards.

Berrymelon watched Daisypoof make short work of the guards and found no real reason to help. Suddenly a dragon landed behind her and let out a deafening roar. Berrymelon threw her sword at the dragon but it harmlessly bounced off it's scales.

"I dunno why I keep trying that." Berrymelon shook her head and started running back towards the arena with the dragon close behind.

The dragon leaped in the air and fired off a massive fireball made almost entirely of fire. Berrymelon, now close to the fray, grabbed Daisypoof and rolled off to the side. The remaining guards tried to push each other out of the way to escape the fireball but were unable to get out of the way in time. The fireball hit the ground and exploded.

As the guards went to stop drop and roll before their immolation became serious, Daisypoof and Berrymelon rose to their feet. The two ponies looked at one another for a moment, then resumed running out of town.

Fortunately the dragon had seemingly found another target and the two were now completely unpersued. By now the town was in total anarchy. It's buildings were mostly on fire and its streets were full of ponies running in every direction. The two ignored all the chaos and were soon out of town.

Berrymelon looked back to the burning town. Several ponies tried to leave as well but without iron boots they were unable to make it more than one or two steps before having to turn back due to the acidic ground.

"Looks like we're the only ponies who can make it out," Berrymelon mused.

"Not my problem." Daisypoof said dismissively, "If they didn't want to get attacked by dragons they wouldn't have been so weak."

Daisypoof began walking deeper into the wasteland. Before she could make it very far one of the dragons circled out of town and let out a cone of fire that narrowly missed her. Daisypoof looked over the flat, featureless terrain for some kind of cover. There was none.

The two ponies ran back into town and dived into one of the steel hovels just as a ball of fire crashed into the ground.

"I probably should have thought of where I was going to go before breaking out." Daisypoof folded her arms.

Berrymelon looked out the door at all the chaos. There must have been hundreds of ponies running from the dragons.

"I think I have an idea," She finally said, "If we get all these ponies to start running out of town then they can distract away from us.

Daisypoof looked up, reluctantly considering the idea.

"We just have to find a few hundred pairs of boots is all." Berrymelon concluded.

"I guess there should be enough in the armory," Daisypoof grumbled, "But only cause I can't think of anything better."

The two ponies were soon on their way across town. They reached one side of the armory with a much larger steel door. Daisypoof rammed the door repeatedly but it would not conveniently break like the other ones.

"Maybe if I help?" Berrymelon asked.

Daisypoof nodded and the two rammed the door at the same time. The door burst open like a door bursting open to reveal a room full of steel boots, gas masks and swords. Berrymelon and Daisypoof went right to work pulling the boots outside.

"Free boots everypony!" Berrymelon shouted.

A nearby pony took notice and ran towards them. She was soon wearing a pair and by pair I mean four.

"Free boots!" She called, "Hot derp!"

Soon dozens of ponies were looting the pile and the armory. It wasn't long before ponies were fleeing into the wasteland in droves, Berrymelon and Daisypoof among them. A few of the dragons chased them at first, but by constantly switching between so many targets due to their apparently short attention span soon grew tired and returned to town.

"You know it's strange," Berrymelon said as they ran off into the wilderness, "Everypony always says how horrible friendship is, but it was the only reason we escaped… almost as if friendship is actually a good thing."

"Now who's acting crazy," Daisypoof gave Berrymelon a gentle push.

Nearly every building in the town was now destroyed. The manager stood alone at the edge of the flaming wreckage. He let out a long, painful sigh as the arena collapsed in flames behind him.

The manger put his hoof over his face and said, "I was so close to getting 'death manager' too."

The dark chamber was full of darkness and shadows to the point only a dark shadowy throne could be seen. A single Alicorn wrapped in a shadowy cloak with a nice red trim sat alone. The Alicorn was purple with a dark blue mane broken only by a stripe of purple. Her diamond cutie mark and purple wings mostly concealed by the undeniably shadowy cloak.

She was none other than Twilight Sparkle: the dark empress who had long since ascended to alicorn status.

"AH!" Twilight sighed, "The sound of silence and darkness."

Twilight Summoned herself a wineglass full of apple juice.

"Looks Like I've finally created a friend-free world." Twilight said as she reclined, "And I couldn't have done it without no friends!"

Twilight twitched uncomfortably then tipped her glass to the darkness and took a sip. Just a moment later a red light labeled "friendship alarm" went off. Twilight spit out the apple juice and smashed the glass

"What?" Twilight grabbed her head and winced painful. After a minute she suddenly rebounded with much more defiance, "NO! There can't be anymore friends! Nopony could be friends with anypony in this place!"

Twilight summoned an orb that showed Berrymelon and Daisypoof walking through dark equestria.

"So what do friends do why no one's trying to kill them?" Berrymelon asked.

"They shut up until we find a cave." was Daisypoof's quick reply.

Twilight smashed the orb and slammed her hooves against her throne repeatedly.

"How dare they ruin my perfect friendship-free world!" She shouted into the darkness.

Twilight snapped her hooves (or something) and 5 shadowy ponies appeared behind her in shadowy fashion.

"Pony death squad 3042! I want these-," Twilight cringed painfully once more, "'Friends' taken care of! I want them defeated, detained, demoralized, deboned, decapitated and demolecularize in that order!"

"I dunno how to demolecularize stuff," The leader of the death squad shook her head, "but we'll figure something out."

The death squad disappeared into the shadows. Twilight turned back to the magically restored orb.

"Enjoy your magical friendship adventures while you can my little ponies" Twilight said, leaning towards the orb menacingly, "because soon the twilight will- Er... uh. Sparkle! Or something.

Thunder clap.

Twilight sparkled laughed at the sky, "MWAHAHHAHAHAHA!"

Tune in next time for:

Part 1: Friendship is Bitter!