AN: If you clop to a later part of this chapter, you are a terrible being.

Chapter 37: Death's Hoof

It was worse than she had imagined.

The interior of the Tomb was strewn with the bones of the ponies most loyal to Discord. Skeletons littered the floor in various states of completeness. Long dried streaks of blood were splashed against the walls and she swallowed hard to keep her breakfast down. As she looked down to a pony skeleton, her eyes rested on a gleaming necklace around its neck and she shuddered as the memories came.

Flashback

"Bright Prospect, you can't be serious!"

The pale purple unicorn nodded once as the Princess sighed. Another one of her trusted subjects was being seduced by Discord to be added to his slowly growing ranks. The strange pony had appeared on the Palace radar when he had claimed to be the Princess' long lost brother. A quick background and blood test had revealed no such connection – yet he was adamant that he was related to the Princess by way of being an alicorn. He had tried to seize power for himself but had been swiftly defeated.

He had been seen lurking in Canterlot a few days ago and then he had left with the strange black unicorn called Night Shade. Now, it seemed he was building up a force for…something. She wasn't sure she wanted to know what it was.

"I am sorry, Celestia. Discord…he spoke to me as if he could see inside my soul. I…I must protect him to the very end. I'm sorry."

End Flashback

The departure of Bright Prospect had cemented the threat of Discord into her mind that very second. She sent moles into his group that investigated the way he ensnared his prey. For the next century, she had given the appearance of not caring who Discord was and what his ulterior motivations were. The truth could not have been farther than the lies. She had the Elements of Harmony secretly transported to the Everfree Outpost where they had been guarded by the Elites…until a rogue manticore had killed most of them in a frenzied attack. She also had been building up her own magical reserves for the final confrontation…although when it had come; it was surprising in its brutality…

Flashback

"Run! Get out of here!"

She looked on in horror as her finest guards fell to the violent attacks by the Odd Order. Horrifyingly enough, Bright Prospect was leading the group although her old friend still had some remorse in her eyes. With tears in her eyes, she fired off a strong magical bolt that blew away the soldiers advancing on her. Old friends fell as the magic bolts ripped into them and her heart ached at the terrible pain she wrought. Galloping away from the scene, she lifted her head and sniffed the air lightly. It was filled with choking smoke and the slightly coppery smell of freshly spilled blood.

Discord had attacked in the dead of night with hundreds of brainwashed ponies leading the charge. The Canterlot Army had been dispatched to quell the violence…although she had known they were going to their deaths. With every step she took away from the Palace, her heart ached more and more. Casting a simple glamour spell over her body, she changed her looks completely. She now was a pale pink Pegasus with a dusky brown mane and a Cutie Mark of an iceberg. Her advisors had taken great lengths to ensure she would still have a presence in Canterlot during the attack. They had rigged up a machine that would fire off bolts of magic from the Throne Room. Six coloured lights would also randomly blink on and off to signify the Elements of Harmony were still in the Palace.

As the ruse couldn't last for long, she had decided that it would only last for three days. After that period had passed, the lights were to be switched off and a rumour spread that she had fled with the Elements to the Everfree. She had fought vehemently to stay until the lights were switched off but she had been outvoted. Ducking her head with the other refugees, she began the long walk of shame away from the city she called her home.

End Flashback

In hindsight, leaving had been the best option. Discord had ransacked the Palace from top to bottom and she had even heard that Night Shade had accessed the Harmony Vault and broken the vials of Honesty and Loyalty magic. Magic that powerful would leave an indelible mark on any being and would possibly contain the unique dimensional signature needed to create a stable doorway to the dimension. Making a mental note to tell Billy after the investigation was over, she continued deeper into the Tomb. The deeper she travelled, the heavier the air became. Stumbling over something, she looked down and her eyes widened in horror.

An Earth pony skeleton lay in a wide dark stain. The way the skeleton laid implied that the pony had been in a lot of pain when it had died. However, she knew better.

Flashback

The arc of charged magic lanced through the air and struck the charging pony head on. The warrior stopped dead in his tracks, blinked once and exploded from the inside; showering the attacker with blood and flesh.

"Princess, hurry! Discord is up ahead!"

Turning away from the twitching body of the pony she had killed, Celestia allowed a small tear to fall in remembrance for the pony he had once been.

End Flashback

Honestly, that magic had taken all of them by surprise. The Elements had reacted to the bloodshed with even more power than ever…and it had frightened her just a small bit. Then, Shining Light had taken her aside and mentioned that the strengthening of their magic was the result of the period of upheaval and their internal change for the changes to come. At that time, she hadn't known what that had meant. As she walked to the far end of the Tomb – Discord's Throne Room – she felt Billy come up beside her. The transformed human was adapting well to his form and the glow from his horn it up the once-majestic room.

"Incredible…I wish I had a camera…"

Allowing a smile to cross her muzzle, Celestia looked around the Throne Room. The circular room was darkened but it had always been dark. Discord hadn't wanted any outside light to come in and hated lighting fires for some reason but the unicorns in his service had compensated for the dark rooms with light from their horns. Weathered frescoes of his rise were plastered over the walls; while the ceiling was decorated with a highly detailed painting that showed Discord giving purpose to his army. The imposing Throne of Discord sat in the centre of the room; the once gleaming marble seat showing its age with cracks along its surface. If she squinted hard enough, she could see the blast shadow of Discord at the exact moment the full fury of the Elements was released. Of course…she could also see Shining Light's shadow.

Flashback

She could only watch in horror as her friend launched herself at the being that had almost enslaved her mind and body. In one of the many doorways, Celestia could see the skulking form of Night Shade readying some sort of spell but all her attention was fixated on the battle in front of her. It was Shining Light against Discord and the few members of the Odd Order that had survived. Her friend had appeared a few minutes before; throwing open one of the sets of doors that led to the outer walls and charging at Discord after his shout of surprise. As the Elements started charging up their power, she watched as Shining Light managed to grab Discord's arms behind his back and pin him on his throne with her body.

"I'll hold him! Do it now!"

She shook her head violently as Discord violently thrashed his body. Shining Light suddenly cried out and her body went rigid as Discord bucked his hips up. Her friend looked back to her in fear and pain as her grip on the monstrous creature began to slowly weaken from blood loss or…

"You must do it! Now!"

"I can't! You'll…no!"

She couldn't believe what she was seeing. Discord was violating her best friend in front of her and she was fighting as hard as she could to stop his reign of terror. She inhaled shakily and nodded once. As the Elements levitated behind her, she closed her eyes and tried to block out the grunts and squeals in front of her. The next few minutes flashed by in a blur: a multicoloured blast, a strange magical wormhole, the mad rush to escape the Citadel and picking up the pieces.

End Flashback

"Get…Out…"

The strange voice snapped her out of her memories. It seemed to come from everywhere and nowhere at once. A chill ran down her spine as an icy wind rushed past them. Shadows seemed to lengthen and stretch out threateningly. Billy placed himself in front of the Princess and kept his Morpher ready. An invisibly oppressing force made them take a few involuntary steps back.

There was a pause; as if something was inhaling deeply.

The blast of energy seemed to come from the shadows themselves. It knocked the Princess and Billy off their feet and rolled them out the way they had come. Amidst all the rushing of wind and shouts of surprised ponies, the Princess heard Billy morph and saw the darkened energy actually move away from him for the tiniest of fractions. As they tumbled out of the Tomb and onto the sandy ground outside; the energy coalesced into a shambling beast. The beast was vaguely humanoid with strangely ape-like features. The only differences were the long claws on its hands and the bone-like structures that rose out if its back. Billy's body jerked as the shape-shifting spell failed and he became a human once again. As he readied himself for a fight, the creature spoke in a voice that came from everywhere and nowhere.

"I am a servant of Blackened Heart. Intruders will die."

TBC…