Warning: Violence, Gore, disturbing content

X.X

Celestia and Sombra circled one another slowly. Weapons raised and ready to clash with one another, just as they did one thousand years ago. The blades themselves still held the scratches from that very battle. A smirk was plastered on Sombra's face while Celestia had a scowl on her's.

"How long has it been since our last battle? One thousand? One thousand and one, perhaps?" Sombra mused.

Celestia narrowed her eyes in a deadly glare. "Murderer." she hissed. Her tone dripping with venom.

"Now what makes you say that, princess?" Sombra asked smoothly.

"You took the lives of two innocent ponies that day in the Crystal Empire. You changed the lives of many ponies. Including myself." A tear rolled down Celestia's cheek before she snapped her head up to Sombra and glared at him with the utmost hatred towards any pony she's ever known. "Twilight Sparkle was more then just a student. She was like the daughter I never had. I loved her like one. And you ripped her away from us!"

"That's a pitiful thing to hear, princess." Sombra yawned. "But I didn't come here to listen to your life story. Shall we continue what we left off one thousand years ago?"

"When my sister arrives, you will regret ever being released from your ice prison!" Celestia snapped.

Sombra laughed. "I'm afraid she won't be joining us this time. She's a little...occupied."

...

Luna grunted in pain as she skidded back. Placing her hoof over the fresh cut on her right arm before snapping her head up to her attacker. Tears filled her moderate cyan eyes as she prepared to launch another spell. "Please..." she begged, "Don't make me do this, Twilight. I know you're still in there!"

Twilight merely smirked before she launched another spell at her. Luna quickly dodged the attack and casted her own spell. "Still weak as ever, I see." Twilight said.

Luna narrowed her eyes and quickly wiped her tears away. Although she was still in shock by the fact that her attacker was none other then Twilight Sparkle. The unicorn, now alicorn, that was thought to be dead. Luna's noticed the drastic changes in her appearance and attitude. She wasn't the smart loving pony she once knew. This wasn't the Twilight who, along with her friends, reverted her back into who she is now.

"Twilight." Luna breathed as she got to her hooves. "Oh, Twilight. What did Sombra do to you?"

"He opened my eyes." Twilight replied in a straight-forward tone before she casted a nightmare spell.

Luna let out a horrified gasp as the world around her changed. No... No! she thought frantically.

...

"You're in for a big surprise, Celestia." Sombra said as he dodged another swing of her halberd before lashing out with his scythe.

"What kind of surprise?" Celestia asked. "Or do I even want to know."

Sombra flashed a wicked grin. Revealing his pure white fangs that weren't common for any pony to have. The dark unicorn laughed before he lashed out his scythe once more. "A kind of surprise that will shake you to your core."

Celestia growled in frustration before she casted a spell from her horn. Sombra immediately turned into his shadow form and allowed the attack to simply go through him as though it was nothing. He then returned to his physical form and casted a spell of his own. A beam of black magic shot from his horn and struck Celestia hard. The white alicorn screamed in surprised pain. But it wasn't enough to even cause her to stumble. She panted softly before glaring up at Sombra.

"I demand that you tell me, Sombra." she said in a firm tone.

Sombra grinned. This was the perfect time to give her a taste for what's to come later on. In a swift movement, he casted a spell upon Celestia. A thinner beam of black magic shot from his horn and it struck Celestia on her forward. The alicorn's eyes widened and she gasped a soft, surprised gasp.

...

Back in Ponyville, Applejack and her family were finding it harder to hold off the Changlings. "There's too many of them!" Apple Bloom cried as she huddled close to Strongheart. Applejack gritted her teeth in deep thought. They just kept on coming and coming like locusts. And they were starting to get exhausted. She looked over to her big brother and noticed that he was beginning to tire out. She was beginning to assume the worse when she heard a voice scream from the house.

"Cousin Applejack!" Babs Seed screamed as she ran out of the house in tears. "Granny Smith is dead! She's covered in blood and-" she stopped when she spotted the Changelings surrounding them. All fear and sorrow was quickly replaced with a burning rage and hatred that only Babs could get. "GET AWAY FROM THEM YOU FREAKS!" she screamed before she came charging in. Letting out a battle cry.

Applejack's eyes widened in horror. "Babs! Wait!" she cried. But she was quickly taken aback when she realized that the filly was having no problem dealing with the Changelings. She punched one here, kicked one there. She was using the things she learned on the streets of Manehattan. She's had to fight for her life before. So dealing with these Changelings felt like nothing.

"Get 'em, Babs!" Apple Bloom cheered her cousin on. Hoofpumping her hoof in the air.

Babs Seed beat the Changelings to a pulp. The remaining Changlings that were left standing backed away from the filly in pure fear as she slowly approached them with a look of murder in her eyes. "So. Who's next?" she asked. It was enough to scare them away. "And don't let me catch you here again!" she yelled after them.

"Babs!" Apple Bloom happily tackled her cousin in a tight hug. "That was amazing! How did you learn to fight like that?"

"Something my big sister taught me back home." Babs replied. "Is everypony alright? I was asleep when I heard Strongheart scream outside. I went downstairs and found Granny Smith on the floor..." her voice trailed off as tears started to swell up in the corners of her eyes once more. The same thing happened to the others as well.

"Granny..." Apple Bloom whimpered.

As much as she wanted to mourn for their loss, Applejack knew that their work was far from over. She immediately looked at everyone with a firm expression and said. "Something is obviously goin' on right now. I'm gonna head on over to Ponyville and help out my friends. You guys stay here and tend to Winona."

"No!" Apple Bloom protested stubbornly. "I'm coming too! I have friends too!"

"Yeah! The Cutie Mark Crusaders never abandon one another!" Babs Seed added.

"If they're going. I'm going." Strongheart said with a defiant look in her eyes.

Applejack liked at the trio and sighed heavily before she looked over to her older brother for help. The stallion simply nodded in approval. "Let them go, AJ." he said. "I'll stay here and take care of Winona. Their friends need them as much as your's need you."

Applejack looked back at the trio and nodded in defeat. "Fine." she groaned. "But try not to get hurt. Alrighty?"

"Yes, ma'am!" the trio said in unison.

...

Celestia stumbled away from Sombra. Her eyes widened in both shock and horror as tears started to roll down her cheeks. "No..." she whispered, slowly shaking her head. "No... It can't be... That can't be real..."

"And why can't it be real?" Sombra asked.

"Because she's dead. Y-you killed her. You..." Celestia found herself lost for words. The horrible images of Twilight Sparkle, alive, being tortured mercilessly for hours on end, were now fresh on her mind. The images and screams looked so real, that Celestia felt as though she was actually there in person. Watching everything happen before her very eyes.

Sombra chuckled darkly as he approached the distraught alicorn with his weapon raised. "She kept on telling me after each secession that you and her friends would to her aid. She cried out your name every night; just begging you to come to her rescue." he then swung his weapon down on her. Celestia immediately responded by swinging her weapon up and stopping the scythe from hitting her. While both weapons were locked, Sombra brought his face close to Celestia's and whispered in a soft voice that would've given anypony goosebumps.

"But you-never-came."

Celestia released a road of rage and pulled away from Sombra. Her eyes narrowed and nostrils flaring with hate and anger. "You sick BASTARD!" she yelled. "I will rejoice putting you down with my own hooves."

Sombra cackled. "Now this is something worth fighting for." he jeered before lunging himself at the alicorn.

...

"Take that!" Pinkie Pie screamed after hitting a Changeling across the face with a frying pan. "And that! And some of this! And that! And that!"

"Pinkie Pie!" Applejack called from her front door.

Pinkie Pie looked over and grinned happily when she saw hee friend. "AJ!" she squealed before hitting another Changeling.

"Don't move! I'm coming in!"

"Like I have a choice!" Pinkie Pie frowned. Finding herself standing on top of her kitchen counter with a swarm of Changelings surrounding her. Applejack frantically looked around for anything that could be used as a weapon. She found a large tree branch lying not far from them. AJ waisted no time heading over and snatching it up with her bare teeth. From there she stormed into Pinkie's home. Hitting the Changelings away like baseballs. One was hit so hard that they crashed out a window.

"Nice hit!" Pinkie Pie said after hitting a Changeling.

"Thanks." Applejack replied. "I just hope the others are alright. I'm more concerned about Fluttershy and Angel than anything else."

...

Fluttershy whimpered in pure fear as she crawled deeper underneath her bed. Holding Angel close as they listened to the swarm of Changelings buzzing around outside. Banging on her door and windows while searching for a way in her home. Angel whimpered in fear and snuggled close to the yellow pegasus.

"Ssh, ssh. Everything's going to be alright, Angel." Fluttershy whispered to the frightened bunny. Even though she wasn't so sure herself. The pounding on the windows and door grew louder and louder until they heard one of the windows suddenly break. Fluttershy squeaked before slapping a hoof over her muzzle while Angel retreated underneath her wing.

The Changeling that broke the window squeezed itself in and flew over to the front door and unlocked it. The Changelings that surrounded the house immediately flooded in. Fluttershy's eyes fixed themselves on the creatures as they went through her home. Clearly searching for her. On the verge of tears, Fluttershy closed her eyes tightly and silently prayed to Celestia that they would make their search quick and leave. She hasn't felt this much fear for her life since falling out of Cloudsdale during her foalhood.

Please... Make them go away... Anypony... Please...

...

Scootaloo watched as Rainbow Dash finished off the last of the Changelings. The blue pegasus panted and clearly looked exhausted. Bits of blood covered parts of her face and hooves. She turned over to Scootaloo and the vicious she previously had softened into one of concern. "You alright there, Squirt?" she asked gently. Rainbow Dash noticed that the filly was suddenly trembling. Tears pouring down her face, Scootaloo lunged forward and wrapped her arms tightly around her neck.

"WAAAAAAAAAAAH!" she bawled. "IT WAS SO SCARY! WAAAAAAAAAAAH!"

Rainbow Dash hugged the filly back tightly. Like a mother comforting her foal, she whispered soothing things in her ear as she rubbed her back gently. "There, there, Scootaloo. Everything's fine. There's no need to cry now." Rainbow Dash felt tears of her own beginning to run down her face silently. She genuinely cared for the little filly like a sister. If anything were to happen to her...she would lose it entirely. She already lost two ponies she cared about closely, she didn't need to lose another.

What while the two enjoyed their embrace, A Changeling slowly crawled up from the house and onto the roof with a deadly glare in their eyes. When it proceeded to sneak up and attack Rainbow Dash from behind, it was quickly knocked off its feet when Star Knight swooped down from the sky with a pipe in his mouth and slammed it against its skull. The Changeling fell to the ground with a large hole in its skull.

Star Knight dropped the now bloody pipe and turned to both mares, who looked very surprised. "Are you both alright?" he asked. His green eyes showing deep concern.

Rainbow Dash nodded. "We are. Thanks." she replied as she stroked Scootaloo's mane.

Star Knight nodded and a look of sympathy flashed over his eyes when he saw Scootaloo's shivering form in her arms. "Poor thing." he murmured as he gently wiped away a few of her tears. "You didn't do anything to deserve this. None of us did."

Rainbow Dash placed a hoof on his shoulder. "We need to find my friends. Especially Fluttershy. She can't handle this kind of situation alone."

"Where does she live?"

"Just near the edge of the Everfree Forest." Rainbow Dash explained as she placed Scootaloo onto her back. "Come on. I'll lead the way." Both Pegasi didn't waste any more time and quickly launched themselves into the night sky once more.

...

Celestia let out a surprised cry when she felt the curved blade of Sombra's scythe scrape the surface of her neck. Tiny strands of pure white fur fall to the fur swiftly. Celestia skidded back and quickly placed her hoof over her neck to check if there was any blood. The blade had been mere inches from her neck, but luckily it didn't leave any sort of injury. She looked up at Sombra while panting softly.

Sombra let out an amused laugh when he saw the shock and confusion her eyes. "You've gotten quite stale, Princess of the sun. Still slow to react as always. Even Luna reacted faster than you."

Celestia narrowed her eyes before she slammed the end of her halberd down against the floor. Leaving a small indent. "You will pay for what you've done to my student!" she yelled defiantly. Her rainbow mane flowing elegantly behind her as it glittered underneath the lights. Sombra barely had time to even react when the alicorn suddenly teleported in front of him, taking him by complete surprise. She slammed both hooves down on his chest and pinned him on his back. She used her magic to toss his scythe to the side before bringing her halberd up to his neck.

Sombra felt the golden blade brush against his skin hiding underneath his fur. But instead of acting frightened or intimated, he remained calm and looked rather amused instead of afraid.

"This ends now, Sombra." Celestia said coldly as she pushed the blade closer to his neck.

Sombra's eyes glowed green as he let out a dark chuckle. "Sweet Celestia." he purred. "It's never over if my blood continues to flow through my veins." He used all four of his hooves and shoved the larger pony off. He quickly had his scythe back by his side. "I will say this: you're putting up a much bigger fight than your precious student."

Celestia growled and swung her halberd down once more. Sombra quickly dodged to the left and rammed into the alicorn. Pinning her down on her back against the carpeted floor.

"She is quite the delicacy, I must say. I sensed her defiance and innocence in her during each secession." Sombra brought his face closer to Celestia's until their snouts were mere inches from one another. "I found them...delicious." he whispered with a wicked grin.

Pure hatred and rage flashed across Celestia's eyes. She shoved the unicorn off without much problem and raised her halberd high while giving him a death stare. "Your crimes will not go unpunished, Sombra! I will rescue Twilight as soon as I'm finished with you!"

Sombra cackled. "Such devotion I sense in you towards your student." he said. "I will admit that I do enjoy her company. Never had I met a mare with such talent in magic such as herself. So young. So soft. So innocent..."

"Silence you fool!" Celestia screamed before a blast of light shot from her horn and headed straight for Sombra. Sombra easily dodged the attack by transforming into his shadow form once more and quickly changed back a few feet away. From there he casted a spell of his own. A beam of dark energy shot across the throne room and towards Celestia. Thinking quickly, Celestia shielded her face with the blade of her halberd and it shot back at Sombra.

The gray stallions eyes widened in both shock and horror as his own nightmare spell struck him head on. He stumbled back and dropped his weapon as the world around him changed into a different setting.

A much younger Sombra found himself standing above the surface of a frozen pond. Shadowy entrails of what had been his evil doppelganger held him in place as the ice underneath his hooves began to crack.

"Sombra!" he heard Amber Leaf cry out to him from the snowy beach. His red scarf wrapped tightly around her neck as she looked at him with watery, fearful eyes.

"Amber! Stay where you are!" he called back before grunting when he felt the shadows grip around him tighten and grow much heavier. The ice cracked at an alarming rate and Sombra felt himself begin to sink. He looked up at Amber one last time with a remorseful look and was about to call out to her when he felt the ice finally give out.

"SOMBRA!" Amber screamed as he went under.

Sombra's world was quickly replaced with different shades of dark blue. He kept his terrified gaze on the only source of light coming from the large hole on the ice. He reached one hoof towards, as though he was reaching for the light.

No no no no no, he thought frantically as he was dragged deeper into the cold water. I can't die. Not like this. Not by my own shadow. Not by the darkness...

Sombra closed his eyes tightly and let out a silently cry as tears bubbled upward towards the frozen surface. The gray stallion felt himself slowly begin to fade in and out of consciousness as he wept to himself. Not caring if he was breathing in water. The temperature dropped to a dangerous level the deeper the shadows dragged him. The hole where he fell from looked very far away by now. Like a tiny star in a frozen blue sky that slowly dimmed out.

His prayers for help to the Princess of the Sun faded as all hope of rescue diminished. Sombra never felt so much fear in his life. Everything was dark, and it felt so cold. He was lonely, and yearned to be on the surface with Amber Leaf once more.

I'm a fool. A damn fool to think I could master dark magic so easily. Father and mother were right...

Sombra found himself finally drifting away from consciousness and his thoughts remained on Amber Leaf. The mare he was going to propose to sometime in the Spring. He had visioned himself living out the rest of his days in peace with the mare he loved. Away from the drama of royalty and his parents. One final tear leaked from Sombra's eye and floated up to the surface until it disappeared from view.

"I'm so sorry, Amber." he whispered. Or at least tried to.

His vision finally begun to fade, and everything became a blur. Finally accepting his fate, Sombra embraced the darkness. Prepared to face whatever afterlife that was in stored for him. But the fear her felt suddenly...vanished. Instead, he felt a warm sense of security and comfort as the shadows cradled him in its dark grasp.

"Poor, Sombra." he heard his doppelganger's dark voice coo in his ear. "You look so exhausted. Don't bother fighting anymore. Open your heart to the shadows. Let it embrace you in its comforting hold."

Sombra weakly opened his eyes halfway and found himself staring into the pure green eyes of his evil twin. His dark copy flashed him a sinister grin as he held him in a tight hold. Any attempt to move and his grip would tighten. His touch felt ice cold against his skin.

"No... I refuse..." Sombra whispered back weakly. He cringed slightly when he heard his doppelganger suddenly laugh. Sombra then gasped in surprise and whimpered when he felt a dark tendril gently stroke his cheek.

"Foolish stallion. You cannot escape your fate. You've made your choice in wishing to learn the secrets of dark magic. But don't worry. We, the shadows, will always be here for you. The light has done nothing for you. Let us in, and we will take you back to the surface."

"I..." Sombra's voice trailed off as he melted in the shadows grasp. The embrace was warm and comforting. Soft like the blankets back home in the castle he lived in. He did his best to fight back, but to no avail. He felt so tired now.

"Welcome the darkness, Sombra." his doppelganger whispered. "Just open your heart and hold us close in it. We will never abandon you like the light."

"..." Sombra felt himself losing his battle against sleep. He suddenly forgot he was even in a lake. Having not hit the bottom and seemingly remained floating where he was. Surrounded by nothing but darkness, with his doppelganger holding him tightly. It is because of this weakness did he finally give in to the darkness and opened both his heart, and mind, to it.

"No..." he whispered as the last of his mental barriers broke down and the darkness consumed him entirely and he lost consciousness completely.

Celestia watched in sheer astonishment as the dark unicorn fell on his knees while gripping the sides of his head. Tears streaming down his face as he begged his unseen tormentor.

"Stop..." he whimpered. "Stop. Please. I don't want this. Let me go! Get out of my head. GET OUT OF MY FUCKING HEAD!" The dark unicorn screamed as he suddenly slammed his head down against the floor repeatedly. Crying and screaming in a way Celestia's never seen before. If she didn't know he was under a spell, she would've thought he'd gone insane.

Slowly, however, his head banging ceased. He opened his eyes as the spell finally wore off after about thirty minutes. He blinked away the last of his tears as he pieced together what just happened.

"Sombra..." Celestia said. Her voice showing neither hatred or sympathy. "You attempted to master the dark arts by facing your shadow." she paused briefly. "But in the end you weren't strong enough to defeat him and gave in. The darkness you sought to tame, corrupted your heart and mind."

Sombra slowly narrowed his eyes up to the alicorn princess as one last tear trailed down his cheek and hit the floor. Green completely covered his irises as wisps of purple smoke blazed from the corners of his eyes like flames as pure rage and anger overwhelmed him entirely. In the blink of an eye, a suddenly blast of dark energy erupted from Sombra's horn and struck Celestia.

Celestia screamed in sheer agony as the blast knocked her off her hooves and caused her to crash against her throne. Breaking the back portion of it. The alicorn groaned softly to herself. Wincing at every attempt she made to stand. Her eyes snapped open fully when she felt herself suddenly being lifted off the ground before being slammed against a pillar and then the ground. She could've sworn she felt something break.

Sombra stood where he was. Panting as the green glow slowly faded from his eyes and the purple smoke dissipated. He approached the fallen alicorn with his weapon raised.

Celestia looked up at him and noticed that tears were beginning to fall from his eyes one more. Grunting in pain, she weakly lifted her head and spoke, "Is...isn't there a way to reverse it? Can there be a way to free you?"

Sombra suddenly threw his head back and howled with laughter. He then looked back at her with a maniac grin and a deadly look in his crimson eyes. "You're so very naive to think you could find a way to help me of all ponies. After all. I stole your precious student from you."

Celestia shifted slightly as she struggled to keep her head up a bit longer. "I realized you're not a bad pony... Sombra..." she whispered. "You're just a good stallion...who's been corrupted by the darkness...and imprisoned in his own body...as he watches his world fall apart..."

"SHUT UP!" Sombra screamed tearfully before slamming his hoof down on her windpipe. Causing her to suddenly gasp and choke for air. "YOU DON'T KNOW ME! YOU DON'T FUCKING KNOW ME YOU FUCKING WHORE! NO PONY CAN SAVE ME AND THAT'S FINAL!" He continued slamming his hoof down on her throat until he heard something snap. He glared hatefully at her as the last of his tears dried away.

Celestia suddenly found it hard to breathe. And she couldn't move her legs and wings all of a sudden. It brought her great alarm and she let out a weak cry when she felt a sharp pain suddenly bolt down her spine.

The double doors suddenly swung open. Sombra looked over his shoulder and smirked when he saw who it was. "Ah, here she is, my precious jewel."

Celestia barely caught a glimpse of the armored alicorn walking over to their location. She looked slightly worn out, and had a few light scratches on her armor and weapon. "My king~" she cooed as she reached up to nuzzle behind his ear. Sombra smiled and nuzzled back affectionately. Kissing the edge of her ear and causing her to giggle. Celestia's eyes then widened in recognition. She'd recognize that giggle anywhere. It was something she missed dearly since the day of the incident in the Crystal Empire.

"T-Tw-Twi-l-li-light?" she gagged. Struggling to even speak as her voice cracked. A wave of disbelief and sorrow over came her when her former student came into full view. Her entire appearance has changed, and she appeared to have matured a bit as well. And...wings! She'd received wings! Her dear student was now an alicorn. Tear brimmed her eyes as she struggled to say something else. But all that came out were gags and garbles.

Twilight narrowed her eyes down at her and tsked disapprovingly. "I expected better than this, princess." she said. Hatred lacing her tone. "Your sister didn't put up much of a challenge. She's currently busy, I'm afraid." a dark smirk suddenly stretched itself across her face. "Which should be enough time for me to have my revenge."

Celestia looked up at her student tearfully and struggled to talk. She yearned to talk to her. Comfort her and apologize to her. She yearned to have her dearest student back.

"I paralyzed her from the neck down." Sombra whispered in her ear. "So there shouldn't be any problems about her escaping."

Twilight looked up at her king and smiled lovingly at him. "Thank you, my king." she whispered be pressing a kiss against his lips softly. "You could join me if you like..."

"I'd love that." Sombra murmured.

Celestia let out a weak whimper as both ponies surrounded her. Clearly seeing the dark intentions they had for her in their eyes.

"You grab the left wing. I'll grab the right." Twilight said.

What? Celestia wanted to ask. But the realization came quickly when she felt them grip the edge of her wings with their teeth. A weak, piercing scream erupted from her throat when she felt her wings being ripped off her body. Skin and muscle following from behind. Large patches of red, pulsing muscles were revealed from where her wings had been. She heard Twilight giggle above her, but it wasn't the giggle she had grown use to hearing. This one sounded dark. Wicked.

"Let's see if we can do something about this horn, hmm?" Twilight mused as she tapped it with her hoof.

No, Celestia thought frantically. Not her horn. Anything but her horn. She looked up at her student with a pleading look, but it only fueled Twilight's sadistic urges. Without second thought, she grabbed her former mentor's horn and yanked it off. Celestia let out a silent cry when she felt her horn separate from her body. Skin and bits of flesh hung off at the end. Blood dripped from the strings of muscle that hung down.

Twilight let out a squeal of gloating delight as she gazed at the alicorn horn in awe. Sombra smiled as his heart swelled with pride for his young queen. Twilight looked over at him with a wide, psychotic grin before she tackled him to the floor in a heated kiss. Sombra sighed deeply in the kiss and wrapped his arms around her body. Pressing her closer as their bodies warmed underneath their armor.

"I love you." Twilight gasped after pulling away from the kiss. "Oh, I love you Sombra."

Sombra grinned darkly at his queen before he reached up to nibble on her ear. "I love you too, my sweet Twilight." he whispered lustfully.

Celestia watched in sheer disgust and horror as they embraced for another kiss. Luna..., she thought weakly. Oh, Luna, please be alright. Help me...

X.X

Another cliffy! (And no. Luna's NOT dead)

Northgalus2002: Yeah. I forgot about Babs for a bit. XD

jojo90nation: Thanks! Glad to hear that.

xSOLO GAMERx: Here's another cliffy!

Wild Heart1997: Thanks! :D

My Demonic Heart and Soul: Yep :3