Chapter 10: Luna's Midnight

All the ponies in the room – including the Nightmare Moon shell – stared at each other without moving an inch of their bodies. Even Rainbow Dash, who was always seen flapping her wings in order to stay afloat, was on the ground with her blue wings folded against her. The silence that was caused by Midnight's surprise betrayal was broken when the shell of Nightmare Moon roared. Its voice broke through the still air of the castle, seeming to try and intimidate every pony in the room.

Midnight smiled as if she was impressed with her creation and what her creation had done.

"What do you mean by your ideal world?" Twilight asked.

"You'll see." Midnight used her magic to lift herself off the ground. Her entire body was covered in a navy blue light as she took off out of the castle.

The shell lifted itself off the ground in preparation of following its master. Its wings boomed like chopper blades. Every flap made the air around it vibrate and distort, making it look like visible heat waves in the middle of a desert.

Princess Celestia shot a beam of light at the shell, but it dodged it before breaking a hole in the castle walls and flying away.

"We must go after her," Celestia told her sister.

Luna spread her wings and took flight through the hole in the wall.

Celestia looked at the Mane Six behind her, rainbow mane flowing in the wind that was coming into the castle. "Twilight, you stay here with the others."

"But…" Twilight couldn't finish since Celestia had already flown away.

Twilight felt a few seconds of awkwardness as she stared out the hole and at the clouds.

"What should we do, Twilight?" Spike asked.

"I say we follow them," Rainbow Dash said as she resumed her position above the ground.

Twilight's eyes shifted, weighing her options. "No. You guys stay here. I'll go."

Apple Jack laid a hoof on Twilight. "We'll all go for you, Twilight."

Twilight turned to her friends. "I appreciate the help, you guys, but I don't want any of you hurt. Let me and the Princesses handle this. You guys help evacuate Canterlot and make sure all of the ponies are safe." She spread her wings and took flight, speeding after Celestia and Luna.

She still wasn't quite used to her wings yet, but she was getting the hang of them. She flew closely beside the walls of the many towers that made up Canterlot Castle. She heard explosions and saw beams of light up ahead. There was a flash of rainbow and indigo close behind a blur of dark gray and navy blue. She flapped her wings faster to try and get closer, but the blurs were moving so fast in many directions that she wasn't sure if she was ever going to reach them.

A blur went past her, making her whole body spin in tiny circles. She saw the walls and sky twirling around her until somepony grabbed her to keep her steady. "Twilight, are you all right?"

Twilight's eyes stopped spinning and she shook her head of the arising dizziness. She saw Princess Celestia in front of her with her sister coming up from behind. "What was that?"

"They are fast," Princess Luna explained.

"Midnight is trying to get to the top of the tallest tower." Celestia pointed up ahead. "It's where her room is located."

The three alicorns looked up when Midnight and her illusion perched themselves on the tower nearest to Twilight. "Get them," Midnight referred to her creation.

The shell roared, and its mane flared with incredible darkness. The mane swopped all around its body, showing off a night sky with black holes in replace of stars. The shell rushed towards the alicorns.

"Step away, sister." Princess Luna flew past Celestia and Twilight. She turned into Nightmare Moon in mid-flight while charging at her shell.

There was a head-on collision and a blast of light that followed. Celestia squinted while Twilight used her hooves to cover her eyes since she needed her wings to stay afloat. When the light cleared they saw both Nightmare Moons fighting. They were bucking and slashing their horns in the air like lances. They were emitting beams of light at one another and dodging. A few feet from the fray, Midnight was flying towards the tallest tower.

"I'll go help my sister. Twilight, you follow Midnight and stop her from pursuing whatever it is she wants."

Twilight nodded at Celestia, and the two alicorns each flew in the opposite direction.

Twilight raced ahead to try and catch up to Midnight. Midnight turned around and sped when she saw Twilight on her tail, but that didn't stop Twilight. She flapped harder, wanting to save her friends, and Equestria, from Midnight's rage, but whenever she tried to fly faster, Midnight would always stay ahead.

Twilight wiped sweat off her face and looked behind her. She saw Celestia and Nightmare Moon working together to stop the threat that was causing bright explosions and holes in the castle walls. She looked below at Canterlot and noticed ponies craning their necks towards the castle. She heard their shouts of wonder turn into fear and panic and thought if Princess Celestia hears the same whenever ponies were in danger. She felt strength in her wings from the want to protect, making them lighter. She flew faster.

Midnight managed to reach the tower and stand on its summit. She looked down at a small window, and Twilight thought it was the window to her room, the room where she devised all her nasty plots.

Twilight was still trying to make her way over when Midnight's horn glowed from a dark blue to a bright white that began to surround her body. "Midnight, stop!"

Midnight glared at Twilight with her horn still glowing. Twilight flew closer to her and extended her hoof to try and touch her, to let her know that what Midnight experienced before with Twilight and the others was real, and that she didn't need to change anything anymore.

Twilight was only a few inches away when she was thrown back from a blinding light. She had to use her wings to shield her face, making her unable to fly. She started falling, more fearful of Midnight's change then the back of her head colliding with solid ground. She remembered seeing Midnight's face and eyes before she was blinded and noticed that her face wasn't as cruel or filled with hatred as when Sunset Shimmer took her crown back in the mirror world.

~XOXOXOXO~

Twilight…

Twilight!

Twilight felt a stinging noise in her head, as if pieces of rusted metal were scraping against each other right beside her brain. She opened her eyes and saw a blurry image of all her friends – including Princess Celestia and Luna – looking down at her.

"Are you all right, Twilight?" Celestia asked, inching closer to her.

Twilight noticed that she was lying on her back with all four of her legs sprawled out in different directions. Her vision cleared when she sat up and held her head. "What happened?"

"My beautiful dress vanished," Rarity said.

"Did you manage to catch Midnight?" Celestia asked.

Twilight managed to stand on all fours with the help of Apple Jack and Fluttershy. She looked around and noticed that they were all on the streets of Canterlot. "Where is she?"

"And how did we end up on Canterlot?" Rainbow Dash said. "We were just up there." She pointed to the castle in the distance.

Celestia looked around. There were ponies and fillies walking and talking with one another. There was a couple sitting across from each other on a table beside a restaurant, there were three fillies playing on the streets, and a female pony was putting up dresses on a manikin in front of the window of her store. She waved at Twilight and the others through the window when she saw them. Nothing seemed out of the ordinary.

"Did you hear about the Queen?"

Twilight's head moved towards the direction of the voice. There were two ponies walking up the street and talking fairly loudly.

"Oh, yes! The one who's watching the castle for the Princesses?"

Twilight galloped to the couple and stood a bit too close to them, eyes wide with curiosity. "A queen, you say?"

"Oh, Princess Twilight Sparkle!" The two ponies bowed slightly as the other ponies came up behind Twilight. "And Princess Celestia and Princess Luna too." They bowed again.

Celestia smiled her signature smile at the two citizens. "I take it everything is well?"

The two ponies looked up at her. "Of course, Princess."

Before Twilight could ask again about the queen, two guards from the castle came up to Celestia. "Princess, we've been looking all over the city for you. We are glad you are all safe."

"I'm glad you both are doing well," she said in return.

The two guards stood in front of the Princesses and shouted to the ponies ahead. "Presenting her royal majesties, the illustrious Princess Celestia, Princess Luna, and Princess Twilight Sparkle!"

The streets suddenly cleared as all the ponies made a path for them. As soon as Celestia walked by, all ponies on each side of her bowed or gaped in awe. She smiled at them all, without showing any fear or confusion.

Twilight, however, kept her suspicions high. She looked at how every pony was acting towards them.

Something's not right.

They walked over the drawbridge and the double doors swung open for them. Twilight looked back at the waving and smiling crowd, but didn't smile back. She looked at Celestia who still had on her smile and thought if Celestia had to smile in order to please everypony, yet knew that something was amiss.

She must know

They went up the stairs and another pair of double doors opened, leading them into the throne room. Twilight looked up and around. The walls were not cracked and there were no holes from the previous explosions. The stain glass windows were sparkling from the sunlight that was coming through, and the long carpet leading to the throne was soft with every step.

A little too soft.

"Welcome back!"

Twilight looked up and saw Midnight standing in front of the throne. She was smiling and only looking at the space between Princess Celestia and Princess Luna. She came down the steps and stopped in front of the group.

"I was watching over the castle for you," she said smiling as if nothing had happened. "Where were you?"

"We should be asking you the same thing," Apple Jack said.

Midnight moved her head sideways to get a better look at Apple Jack. Her eyes were half-opened and the smile that she gave to the Princesses was gone.

"Yeah," Rainbow Dash added. "And where are the Elements of Harmony?"

Midnight turned and walked towards the throne. "Oh, they're fine. Don't make such a big fuss over them."

She stopped and her horn glowed its dark blue. The six Elements slowly materialized in the air and were floating in front of Midnight and within reach of Princess Celestia.

Twilight looked at the Princesses, and saw that neither one of them reached out to claim the Elements.

"See? They're fine," Midnight said.

Twilight's heart dropped when she saw the Elements float away. They stopped above Celestia's throne and nestled on a pillow floating above it.

"What this talk about a Queen?" Celestia asked.

Midnight was making her way to the throne and half-turned when Celestia spoke. "Me? A Queen? Oh, I don't care about ruling a kingdom or having power over a nation, but I am quite flattered that the ponies are calling me their Queen." She smirked at Twilight.

There was a small pause. Twilight hesitated about the Princesses doing anything until Celestia let out her hoof. "Give me the Elements, Midnight."

Twilight let out a sigh of relief.

"Why?" She looked at the hovering Elements then back at the group. "Everything's fine."

"This isn't right, Midnight, and you know it."

"What's not right? The ponies in Canterlot all love you, the castle is safe, and all the Elements are right here." She pointed upwards. "What's missing? What did I forget?"

"Forget?" Twilight moved closer until she was standing between the Princesses of the Day and Night. "What do you mean?"

Midnight bit her lower lip and shifted her eyes. She moved back until the back of her hooves touched the bottom steps that lead to the throne. "Uh…"

"I am impressed by your work, Midnight." Luna said while looking around the castle. "At first, I did not notice this was an illusion. Well done."

"Th-thank you, Princess."

"But the games must stop. Give us the Elements of Harmony."

"But…why? Everything's perfect."

The castle started shaking.

"Is it thundering outside?" Pinkie Pie asked and almost fell over.

"That ain't no thunder, Pinkie Pie," Apple Jack said.

Midnight looked at Celestia. "You always want to take my happiness." She slammed her hoof on the floor and a crack started to form.

"The illusion is breaking violently because of her anger," Luna said.

Celestia flew towards the door. "We must get out of here."

"What about Midnight?" Fluttershy asked and looked back.

Midnight slammed her hoof again and the entire floor split into two. "The ponies finally know who I am and they love me. Why do you want to take that away?"

"She'll be fine, Fluttershy." Celestia put a protective wing around her. "Let's go."

Midnight screamed as a bright light formed around her. The castle had resumed its regular form and had holes and crakes in the walls from the previous battle.

Twilight looked out one of the holes and saw that the bright sunlight was fading into a murky red sky. All the ponies who were supposedly happy just a few minutes ago were running from faded or transparent images of snakes, spiders, and other frightening things. "What is going on?"

Luna landed beside Twilight. "Everypony's worst fear is starting to manifest. It's because they were all affected by Midnight's illusion."

"How does that work?"

Midnight's worst fear broke the spell, and since all the citizens of Canterlot were exposed to her illusion, the same fate is befalling upon them."

"Her worst fear?"

"Correct. If she can control her worst fear she would have controlled the illusion fully." Luna looked down at what was left of Canterlot, and at ponies screaming and running. "But she cannot face her fear alone. Now, it is hurting others."

Twilight looked back at Midnight who was lying on her belly with her face buried in her hooves. The Elements were still floating above Celestia's throne.

A part of the ceiling cracked above Midnight, causing one of the nearby support beams to topple. It leaned toward Midnight's direction and was making a slow fall.

"Midnight!" Twilight flew as fast as she could.

Midnight looked up at the beam and placed her hooves over her head to brace herself. Twilight caught her in time before the beam fell to the floor with a loud thud.

Twilight used her wing to shield her face from the dust that arose from the fall. She looked down at Midnight.

Midnight pushed her away. Tears were staining her face. "Don't touch me. I hate you."

"What have I ever done to you? I barely even know you."

"Just shut up!" Her horn glowed and she knelt on all fours as if she was in pain. Periwinkle bat wings extended from her back, and her legs grew longer. Her mane and tail grew until they touched the floor. Her horn grew longer and sharper.

The light disappeared and Midnight stood as tall as Princess Celestia. Her horn glowed a navy blue, and Twilight felt the powers of uncontrolled dark magic gushing from it.

Midnight chuckled at Twilight. Her voice was deeper and echoed. She smiled, revealing fangs that reminded Twilight of King Sombra and Queen Chrysalis. The Elements hovered down and floated around Midnight's body. "How can you take on Queen Midnight without the Elements of Harmony?"