"Oh my. . . ." Rarity's gasp trailed off in silence and no one spoke to carry it on.

The town was in shambles, buildings broken, doors hanging off hinges and windows shattered. It hadn't been like this before, the quiet of the night was filled with the inconsistent moans and groans of ponies in pain. No one could move and only stared in shocked pain on their town.

Some ponies were running about, they could see some dark brown Stallion running as fast as he could away from them, some were crying and fled into their homes at the sight of the girls and their stallion escort. Yells of anger and rage seeped through he tears coming from one home or two. Pinkie and Fluttershy both shrunk down at the violent sounds, huddling closer to their friends.

"What . .?" Twilight's question dropped in the air. She didn't know what to ask, or what to say, it just couldn't be real. As the moon came out from behind the clouds they all jumped in shock at the more horrible sight.

Bodies. Dozens of them, still on the ground. Each colorful pony had their coats repainted in dark red, only the light of the moon aiding in finding them. Twilight almost lost her footing, stumbling about. She knew these ponies, not all of them but some of them. One of the ponies from the spa was on the ground, blood pooling from a large tear in her neck. All the screams the cries the yells, it was a chorus of madness in her head and she felt the world spinning under her feet. The ground felt like sand and she knew she couldn't stay up much longer.

Right as her legs buckled under her she fell onto something soft but firm. Her eyes focused long enough to see Applejack pressed against her, steadying her, a look of pain on her face but hidden as well as she could. "Cmon Sugarcube." She said her voice shaky. "We're gonna need ya."

Twilight gave a shaky nod and wiped tears away she didn't know she had. She looked at her other friends and saw they weren't doing any better. They had pulled closer together and away from the former bodies of the ponies they all knew. Pinkie was rapidly darting her eyes from one to another breathing so quickly is was a miracle she was getting any air at all. Fluttershy was crying into Rainbow's side and rainbow tried to stand strong but even she seemed scared. Rarity didn't react, she simply trembled in place leaning on Fluttershy and Rainbow Dash.

"Fan out." Lloyd commanded from the head of their group. "See if anyone's alive." He stepped ahead and walked to the first body he came to. It was a brown stallion, one of the colts who lived next to Rarity. Lloyd paused long enough to place a hoof on his side, paused and then pat the stallion's side and walked on. He didn't seem fazed at all.

The others slowly moved apart from one another moving to the other bodies of the mares and colts around them. No one touched them and anytime they saw one they knew, they only turned away. None of the bodies stirred as they were looked at or touched by Lloyd.

"Why would he do this?" Pinkie Pie said shakily as she stepped away from another body.

"It's his way." Lloyd said quietly closing the eyes of another dark pony. "He's done worse, much worse."

"It's not right." Rainbow snarled. "It's just not right!"

"I know Rainbow, we'll make him pay for it." Twilight said.

"Is that so?"

The cold echoing voice made all of them snap around.

Seeming to emerge from the shadows, the stallion phased into appearance before one of the nearest buildings. Lloyd quickly jumped in between the dark equine and the mares growling. Darkside sat on his haunches absent mindedly looking over his hooves.

"Lloyd, I see you found the little gift I left for you. All these cute little ponies." he continued looking up with a grin. "You missed the all fun parts."

"Shut up." He snapped. "Games over Darkside. Right here, right now, we finish it." He stepped back standing taller than before. "You're gonna pay for this. We're still alive, and we have the elements. You've lost."

Darkside didn't even try to stifle his laugh as it boomed through the town square. "Oh Lloyd," he said shaking his head "this is why I love you. Even when I think you're a cruel bastard you still manage to say something so naive it's sad."

Lloyd stood his ground with the others as the demon stood to his hooves. "I am happy to see you all again, I was worried you wouldn't survive for the fun. Tell me Pinkie, remember anything nice?"

Pinkie shuddered but glared at the dark horse rather than back down. The rest of them huddled close to their friend all of their large eyes trained on the dark monster who's own eyes widened slightly but his grin remained.

"Oh so you've all come together and resisted my power? How touching." He mocked. "I guess you've all overcome your own inner demons then hmm? Rainbow Dash, did you tell all your friends about Big Macintosh?" He asked raising an eyebrow.

"Shut up feather brain!" The blue Pegasus snapped. "Th-they know." She said her tone dropping, though her red eyes remained fierce.

"Oh? So you told them about how you let him die?" He smirked.

"What is he saying Rainbow?" Applejack asked quietly.

"Don't listen." Lloyd interrupted. "He's just trying to turn us, cause he's afraid." Lloyd smirked at his own words looking back to Darkside.

The large horse didn't seem bothered by the younger one's words. "No, I'm not scared, just interested." He rose from his haunches now standing at his full intimidating height. "So, you're all here to slay me right? Lloyd leading the charge I see, I'm guessing those wonderful pieces of jewelry are the ahem, 'elements of harmony'? blach, that felt nasty to say." The dark horse shook his head in disgust.

"Doesn't matter, one way or another it ends here." Lloyd said scuffing the ground.

"He ha ha ha ha." The monster chuckled. "Oh Lloyd, always so predictable, you really need to try something new. You're getting boring." Darkside stretched a little before smiling happily to them all. "See, I know you're willing to sacrifice anything to see me defeated but these girls," he said gesturing a hoof to the crowd behind him. "They care more for their own sakes and their people."

"You're getting to a point I can just feel it." Lloyd snarled. "If you wanna say something you better say it before we destroy you."

"Of course, of course. So impatient, you have no appreciation for theatrics." Darkside said dismissively waving a hoof. "It's just, I feel you need to get to know the inhabitants here better, like I did." Lloyd felt his blood ice over at the tone in his enemy's voice. "So why not meet these adorable little ones."

Two tendrils snaked from Darkside's shadow slithering over the ground behind the house he was near. In a second they returned with two ponies wrapped in black shadow dragging them over the ground.

The first was larger, as large as any other adult pony, grey fur, grey wings, and a blond mane. Her eyes, they were swollen from crying but they were. . . cross-eyed, and darting about franticly till they settled on the mares and on Lloyd simultaneously. The other was smaller but was very similar to the first. She must have only been a child, or a filly as it was. Her coat was grey, her mane was blond but she had a tiny horn on her head the other did not. Both of them had tendrils binding their legs together and more that coiled around their mouths. Each bore the marks of being Darkside's captive. Cuts, shallow but painful across their backs and faces, but the child was thankfully almost untouched, only a single lash on her muzzle struck out the most, the others seemed minor scrapes. Both of them also had the red eyes and streaks on their faces evident of their pained crying which they continued to sob while they were dragged next to Darkside.

The older mare had one of her wings cut all over, the feathers almost all peeled off and blood staining it red. The poor thing wasn't struggling anymore, she simply laid there in defeated pain.

The appearance of the other ponies elected gasps from all of Lloyd's companions.

"Derpy! Dinky!" Twilight yelled out.

"Let them go!" Applejack yelled stomping her hoof.

"Gladly, but not without something in return." Darkside said with calm tone. "Give me that pretty tiara and I'll let them go."

"Fuck off." Lloyd snapped.

"What are you saying? We have to help them?" Twilight said stepping next to the colt.

"You give him that and he'll kill them anyway. It's how he works." Lloyd explained shooting a quick look at her. "Trust me."

"Trust him?" Darkside added with a laugh. "How many times has he said that? Asked you to trust him even though you don't know anything about him? How can you trust that?" Darkside said while idly pulling the grey mares closer to him.

"Shut it." The grey colt snarled back.

"How-" Pinkie's words ended when every pony turned to look at her. "How can we trust him?" She asked quietly.

Lloyd turned sharply to glare at the pink pony. "I've told you before, I'm not the one to worry about, it's him. He's just trying to trick you."

"Am I? True I've done horrible things but I'll admit to them. I do all of this because it's fun." Darkside said turning and smiling at the terrified little filly. "Him on the other hand, he'll let you all die just to get his revenge. Tell me, has he told you all what HE'S done? Bet he told you all about the bad things I've done but has he told you about his sins?"

"Shut up!" Lloyd snapped turning back on the stallion.

"Did he maybe tell you about Alyssa?"

There was a loud crack as a bolt of black energy erupted and shot at Darkside. A shield appeared absorbing the bolt before it ever reached him. Darkside's grin never relented.

"Don't you dare say her name!" Lloyd roared is whole body shaking. "You have no right!"

"So her killer has more right than me, hmm?" Darkside smiled.

Lloyd didn't answer and trembled in place glaring at the large black stallion.

"I'll ask one more time, give me the element, just the cute little tiara and I'll let them go. Then we can fight on even terms. You know, mano e mano and all that." Darkside said with a simple gesture.

Twilight stepped forward but Lloyd quickly blocked her path his with leg. "Don't. It won't change anything."

"We can't just let him hurt them!" the lavender pony yelled.

"You give that up and he'll kill us all." The grey one hissed back.

"Come on now, don't keep them waiting. This little one wants to go home. Go on, tell them." Darkside lifted the little one in front of him letting the tendril unwrap from her mouth. The little pony didn't speak but only sobbed louder in the absence of her gag. "Say it!" He snapped from behind her making her wince.

"P-please," She cried. "I-I wanna go home!" She broke into tears again making Darkside chuckle and wrap her again in dark ropes pulling her to his side.

"See? Can you deny that cute little thing? Give me the element and the kid and her mommy get to go home." He said rolling his hoof in the air.

Lloyd still did not move as Twilight tried to step past.

"Let her go!" Rarity called.

"We have to help them." Fluttershy murmured.

"We're gonna help you Derpy, it's ok. You too Dinky." Rainbow assured the captives.

"You've got ten seconds before I get bored with them." Darkside said leaning his head on a hoof. The two wrapped in his shadow continued to cry and give muffled screams to the other ponies.

"Let me go!" Twilight screamed pushing against the stronger colt.

"No! We can't be controlled like this!" He screamed back.

Twilight looked up at the sorrowful faces. The Derpy's eyes were stained red from crying, pleading with the purple pony to save her, to save her daughter. Dinky was bawling through her gag her cries muffled but still eerie and unsettling. Any chance to save them.

Twilight used her magic and threw the colt aside jumping ahead of her friends she jerked her head throwing the tiara from her head to the ground before the dark stallion. "There! You have it now let them go!" She screamed, her own voice cracking from fear.

Darkside slowly let a smile creep over his face. A single tendril snaked from his stomach over the ground and snatched the tiara dragging back to him. He held the item up to his eyes as if appraising it. "Pretty." He remarked.

Lloyd was standing again, casting a single vengeful glance at Twilight before focusing on Darkside. "Ok, Let em go Darkside. You want a fight, I'll give you one."

The black Stallion gave a single half-hazard look to his young enemy before his eyes fell back to Twilight. Her heart broke when he smiled that wicked grin. "You really should have listened to him dear. Say goodbye to Mommy."

"No!"

Lloyd already knew it was coming, he already had his power gathered in his hooves but he didn't know how to use it. Hitting Darkside wouldn't change anything, he knew that. Hitting him would just make him tighten on both of them and both of them would die, but if he went straight for one of the ponies he might be able to tear them away before Darkside could stop them. It was the only chance, but now he had to choose who to save.

One look. All it took was one look at the mother's eyes. Eyes he had seen before darting from her daughter to the grey colt. Save her. They said, he clenched his teeth and obeyed the final wish.

His hooves flew from the ground his grey form blurring in movement as he shot forward. Less than an instant later his hooves wrapped around the small filly and his teeth grazed the dark tendril. The force and teeth cut the tendril in half, the remains wrapped around the small pony vanishing in smoke. The force of the jump carried the two of them past Darkside to the ground.

Then there was a snap.

The sick sound echoed louder than the screams of the other mares in Lloyd's ears. Wasting no time he jumped back away from his enemy as two black spikes struck his former landing zone. He looked up cradling the filly to him.

Derpy was limp in the grip of Darkside's tendrils hanging like a puppet with her strings cut. Her neck tightened and unnaturally small, the coil taught around her neck. Her eyes were empty staring endlessly beyond any of them.

"Derpy!" Rainbow yelled lunging forward.

Darkside sneered and threw the limp grey form at the rainbow mare. She caught the body, the force sending her back with her friends.

"Mommy!" Lloyd felt his heart cringe at the scream of the filly in his grip. She pulled and kicked in his grasp and he couldn't help but let her go, watching Darkside smile from the corner of his eye but the demon seemed to make no move to stop any of them. Lloyd knew he wouldn't, he enjoyed this part.

"Derpy! Derpy! Cmon snap out of it!" Rainbow Dash shook her unresponsive friend but the blond mare remained motionless. The rest of the gang stood in shock around them as their blue friend tried everything to elect any response from the pony.

"Mommy!" The panicked scream made every pony cringe as the tiny form of Dinky pushed past them despite Rarity trying to hold the unicorn back. The little Unicorn dropped onto her mother opposite of the sobbing Rainbow Dash. "Mommy! Mommy, get up mommy! Mommy!" The foal wailed into her mother's damp coat, wetting the grey hair with her salty tears.

Lloyd slowly walked to the edge of the group and looked down on the poor mare. Her eyes had been closed thankfully before the filly saw them but she remained still despite the cries of her daughter sobbing into her coat. He felt himself shudder when Rainbow's tear strewn eyes looked up to him.

"Lloyd, help her!" She cried. "Save her! Please!"

Lloyd walked over to the mare but he already knew she was too far gone. She was dead, dead like so many others. Dead like everyone else. Dead. Dead. Dead. DEAD.

"I'm sorry." He whispered. "I can't help her."

"Yes you can! like you did with Applejack!" Rainbow screamed.

"I can't do that again. It's a one-time trick." He said quietly hanging his head his ears falling. He heard the whining and sobbing of the mares around him. He shook once visibly but kept his face hidden beneath his mane. "Her name." He whispered. "What was her name?"

"D-Derpy hooves." Pinkie stuttered from his side. "Her name was Derpy Hooves."

Lloyd nodded his head slowly. "Twilight, send them back to the library." He said turning away from the crying child.

"But . . ." She started to say.

"Do it." He cut her off, his voice low and demanding. "She doesn't need to be here."

Twilight shuddered as she looked at Lloyd. He was standing before Darkside, his whole body shaking violently in weak tremors. She turned to Dinky, still clinging and crying to her mother and patted the filly on her head. "I'm going to send you somewhere safe okay Dinky?" She said trying to sound assuring but the filly didn't seem to notice.

"I don't wanna go!" She screamed. "I don't wanna leave mommy!"

Twilight chocked back her own tears and tried to speak but the words caught in her throat. "You don't have to leave her." Rarity said stepping forward and gently caressing the foal. "She's going with you, right Twilight?"

Twilight couldn't do anything but nod and the young filly seemed to be okay as she didn't give any more objection to being sent away. Twilight focused on her horn, glowing and enveloping the two of them in a light of purple before the orb of light vanished and the mother and daughter were no longer there.

"I-I did it." She said, as much to herself as to Lloyd.

"Thank you." She heard the quiet replay from behind her but couldn't bring herself to turn and face him. "Girls," He said quietly earning the attention of all the sniffling mares. "I want you to remember two things. The first is that I'm so sorry for all I've brought here. I'm truly sorry." Though he didn't turn around, they could all tell he must be crying behind his brown mane.

"The second thing," He said trying to control his wavering voice. "Is that no matter what happens from here on, no matter what you see, remember I'm on your side."

Twilight glanced at the grey colt's flank. That last warning, it worried her though she couldn't place why. Without another word Lloyd stepped forward facing down the ever smiling Darkside.

"Well now doesn't this just warm your heart? Mother and daughter sharing a heartwarming moment." Darkside Mocked as his foe drew closer. "You're the one who ruined it, saving the girl. You should have let her die with her . . . mommy." Darkside paused to impersonate Dinky's pleading voice on the last word.

Lloyd stopped walking some distance still between him and Darkside. "Why?" He asked.

"Are you really asking that? After all this time? You already know the answer."

"No. I know why you do this, all of this, but why do this, here? Are you really so desperate to get a good fight out of me?" He was speaking in a low cold tone but every inch of the colt's body was visibly shaking.

Darkside chuckled like what he said was a joke. "Oh you know I love a good fight, but in truth," he looked idly to his side where he spun the tiara on one of his tendrils. "I also did want to rob you of the weapon you had. No sense in taking chance, I mean I know you can't beat me. . . "

"I did once."

"That was a fluke!" Darkside snapped his eyes narrowing in anger but quickly regaining his composure. "But as I was saying. I have the book, I have the element, and I have turned this town on its head in fear and pain. All you have is a few scared little girls with no power. What can you hope to do to me now Lloyd?"

The grey colt shuddered again his low growl gradually rising to a deep bellow that echoed over the ground. Twilight and the others backed away from their friend. The grey coat darkened shifting to a deeper color nearly as black as the large stallion he was facing. His back quivered before ripping open a large set of wings springing forth, but these were not the feathered wings of a Pegasus, but thin and bony connected by strands of thin membrane as black as his new coat. Lloyd grew, his legs growing longer and slightly stockier as he fanned out his new wings an aura of deep dark blue cascading around him before he raised his head, his brown mane now a deep dark grey, his seething red eyes fixed on Darkside.

"I'm gonna tear your fucking heart out!" He howled lunging forward.

this is where I beg for reviews, please leave something. Seriously it takes ten seconds, you click type something random or hateful and then wham! I get motivated