Chapter 24: Betrayal

Rainbow Dash and a few others inhaled deeply after having run for an unknown amount of time. They hadn't paid any attention to where they where going and weren't positive where they were. "Is…everypony…ok?" Rainbow Dash asked.

Rarity looked up angrily still exhausted from running for so long but she got her breath fairly quick. "What is wrong with you, of course nopony is ok. Fluttershy, Carol, Carl, Derpy, and so many others got killed back there. It's only you, me, Judith, and Spitfire. Way to take care of everypony Rainbow Dash." Rarity spat vehemently.

"What exactly did you want me to do Rarity; I found what should have been a safe place to stay. That attack wasn't my fault, I couldn't do anything so screw you." Rainbow spat back.

"Come on you two-" Spitfire started to say but was cut off.

"Shut up!" Rarity and Rainbow Dash said in unison.

"Sheesh, go ahead and fight but I'm not sticking around to hear it." Spitfire walked off without Rarity or Rainbow noticing.

"I'm taking Judith so that you can't get her screwed up too." Rarity took the small now crying foal from Rainbow Dash who gladly handed her over.

"Go ahead; I don't need her or anypony else slowing me down. I don't need you, I don't need anypony." Rainbow started to take off into the sky when a deep menacing voice was heard from behind. Rarity and Rainbow turned to see who chuckled.

"Now now Rainbow Dash, you don't really mean that." Twilight said with a fake frown.

"What are you doing here; you ditched us and left us for dead. I don't need you Twilight. What's with the freaky voice anyway?" Rainbow asked and then noticed Twilights eyes as she moved closer. "Your eyes are red too." Rainbow and Rarity backed away.

"My mind has been opened to the books power. I control every walker around and I know just how to screw that book." Twilight grabbed onto her head as a sharp pain shot through her. She shook her head, turned to Rarity and continued to speak. "I have somepony you may be interested in." Out from behind Twilight walked out Sweetie Belle, bloody and groaning. "Poor girl, it's too bad really. After all you did to save her, letting Apple Bloom die and she still ended up like this. Tsk tsk, some guardian you are but don't worry, she and Apple Bloom have become good friends." Twilight said as Apple Bloom walked out from behind her. "Let's hope you do better with that little girl though it's doubtful."

"How dare you tease me." Rarity said as tears formed in her eyes as she turned to Rainbow Dash for support. "Are you going to let her say those things?"

"Why should I stop her, she is right. Screw you both, I'm outta here." Rainbow spread her wings and flew off.

"Where are Rick and Daryl, I know they wouldn't stand for this." Rarity said backing away from Twilight.

"Oh yes, they weren't necessary for me to succeed."

Twilight, Rick and Daryl came through the portal, and looked around. Rick and Daryl noticed Twilight. She grabbed onto her head, bent over and groaned in pain. Rick had asked if she was ok but Twilight didn't answer. Rick and Daryl unsure of what to do just stood and watched. Soon enough Twilight stood up straight and smiled as walkers came from all directions. Twilight then walked off followed by Rick and Daryl who got cut off by walkers that had attacked them.

"You killed them?" Rarity asked backing further away.

"No, yeah I let them get eaten. Why should you care, they weren't from around here anyway." Twilight looked to both Walker Bloom and Walker Belle and smiled. The filly walkers made their way toward Rarity. "I don't know about you but I'd start running. I would hate to see you killed by the filly you let die and your own sister." Rarity took off like a bullet keeping Judith on her back. The two filly walkers stopped and returned to Twilight. "I'll let the others take care of her." Twilight began twitching as a sharp pain shot through her head and body. When the pain stopped, she turned around and smiled seeing the exact thing she had been looking for. "Good to see that my prey came to me."

Nightmare Moon chuckled but the book shut her up. "You really think that you can stop me? You are foolish if you think that."

"You don't control me and you so foolishly gave me your power. I have complete control over the walkers and there isn't a thing you can do." Twilight smiled standing up on her hind legs and rubbing the heads of Walker Bloom and Walker Belle.

"You don't have the brain power to stop me. Your mind is too weak." The book opened up and shot a beam at Twilight.

Twilight lit up her horn and shot a beam of her own back at the book. The two beams clashed creating a boom. Twilight however quickly gained the advantage and over took the book. The book stumbled backward if you can say that a book can stumble at all. "Weak minded, I have the strongest mind of all. I will be your undoing but first I will take your place as ruler." Twilight shot a quick beam of magic at the book and sent it flying through the air and miles away. "How about you Nightmare Moon, you want to mess with me?" Nightmare Moon took a step back and then ran off in the direction of the book. "All shall fear me and do as I say."

Bête Noire landed in the center of Ponyville. It shook itself off and if a book could smile, it would be doing just that. Soon enough Nightmare Moon arrived at its side. "Twilight thinks she is so strong, just wait until her mind degenerates into mush."

"I don't understand, how will that happen? I didn't see you do anything to her." Nightmare Moon pointed out and received a groan from the book.

"When she read from the pages, it allowed me entrance into her mind and I've been slowly dissolving it. It will take some time but she will never be able to stop me. Even when she thinks that she has won, my power will destroy her." The book began laughing menacingly.

A/N: I hope you enjoyed the chapter and please review, thank you. I hope that I was able to implement the flashback well.