Twilight knew she was still alive. The ground was hard under her as she buried her head under her forelegs. Her shield was gone too, she had made a bubble to protect herself and her friends just before Darkside attacked but now it was gone. The slight shaking behind her let her know that her friends were alive but she didn't understand how.

In fear, she slowly opened her eyes peeking out. She took a few seconds to take in what she saw before gasping. "Lloyd." She squeaked breathlessly.

The grey colt was facing her, standing on wide spread legs shaking as he struggled to remain on his feet. She took only a fleeting glance at his body before looking away suppressing the bile in her stomach. His entire backside was no longer grey but a deep charred black. His hair was gone, the flesh burned to the bone, the black only broken with streaks of red blood as they dripped down from the dozens of busted blisters. Trials of red left his teeth dropping from his hanging mouth as he struggled to take wheezing breaths. His mane was gone, as was his tail, both completely burned away leaving little singed hairs behind. His eyes were blank half rolled into his head as he swayed on his feet.

He quivered once more before his bloodied legs finally gave up and he collapsed on his side his chest rising and falling as he struggled to breath. His eyes were wide but staring blankly past the unicorn in front of him, confused and in indescribable pain.

"Lloyd! Are you ok?" Twilight asked pushing against him with her muzzle.

The once grey colt turned his eyes to meet hers. "Twi . . . light," he said struggling for every breath. "Run. Just . . .run." His whole body shook with one violent cough, blood spilling from his mouth. His eyes snapped shut and his whole body clenched as the pain paralyzed him.

Twilight gave a quick look behind her to her friends. They were all awake and looking to her each trying to help each other to their feet. They were unharmed but seemed exhausted. She turned back to their savior. "No. cmon, we'll get you some help." Her eyes were burning for some reason.

He tried to move his head but winced again. "No. Run. He'll . . .he'll . . ." Another coughing fit took over before he looked at Twilight's eyes. No longer were they locked on him instead they had widened impossibly, staring just behind him. Lloyd clenched his teeth and rolled his head.

Darkside stood over him, his massive form shown godly in the moonlight. The light behind him cast a shadow on his already menacing face, his eyes giving the fiercest glow. For once he didn't have a smile, his face was clenched tightly in rage, his eyes fixed on the broken form of the pony before him.

"Hi Lloyd." He hissed. Before Lloyd could even attempt to move a strong hoof dropped forcefully onto his backside tearing into the burned flesh. There was no way Lloyd could contain the scream that ripped his throat apart.

"Does that hurt?" Darkside snarled twisting the hoof, tearing more flesh and turning black to red as blood spilled over. "Good!" He drew the hoof back and swung it aside smashing the colt's head and sending him tumbling over the ground till a wall stopped his rolling with a thud. He forced himself to look up just in time to see the dark violent spear darting at him. He tried to move but the sharp edge found his shoulder nailing him to the house behind him.

The scream cracked his voice before he clenched his teeth and fell over trying to keep tears from his eyes.

"You can stay there! I'll deal with you in a minute!" Darkside yelled before turning his attention back to Twilight still shaking before him. "Right after you my dear." His voice wasn't the suave pompous tone it was before. It was a short simple snarl, a growl that spoke of pain and undiluted anger.

Twilight stepped back shaking her head in disbelief. "T-the elements . . ." She stuttered.

"Yeah, those." Darkside snapped stomping closer to the scared mare. "I got to say that hurt. But now I'm done playing. I'm done with the games. Now I'm gonna rip you cute little ponies apart!" He roared jumping forward and raising his hooves over Twilight.

The purple unicorn gave a squeak of fright and instinct made her blink, vanishing in a teleport and appearing with her friends just as his hooves spilt the earth under him. The dark monster snarled and turned his feral eyes on her, upset his prey escaped.

"Cmon girls! The elements hurt him, we can do it again!" Twilight called rallying her friends. each of the colored heads nodded and raised to face the feral stallion.

"You think I'm gonna let you do that again you idiot?! No, I noticed something. You need all six of you to do that, so I just need one of you to cut that short." Darkside snarled turning on the ponies. His dark eyes drifted over the group before falling on a shaking Fluttershy. "And they always say go for the weak link." He sneered as his shadow whipped itself to life coiling and spinning to a set of spikes.

"Fluttershy run!" Rainbow Dash called forcing herself to her legs as she tried to run to her friend. Her eyes were so set on the yellow Pegasus she didn't see the Demon's gaze shift.

"But I want some revenge first." He growled throwing his head at Rainbow's stumbling form. The blue mare didn't see the streaks of shadow change direction darting at her from behind.

"Rainbow Dash, look out!" Twilight called trying to conjure a spell to the stop the spikes but two still broke past her shield rising off the ground towards the Pegasus' behind. Rainbow Dash heard the warning in time to turn and see the spikes but not in time to do anything about it.

Warm blood wet her fur as the cyan mare fell back. Her eyes widened in fear and she chocked back a gasp.

"R-Rarity?" She murmured

The white unicorn dominated Rainbow's view as she clenched her whole body in pain, the blood staining her white coat from the two holes in her side, the black spears piercing straight through one side to the other only inches from Rainbow Dash. The fashion unicorn trembled, her legs shaking under her as she tried to look to her friend.

"We-we n-need you, r-rainbow." She stuttered out before screaming as the spikes were violently withdrawn from her. Rainbow caught her and tried to ease her to the ground, her legs completely failing her. The unicorn gave several wheezing breaths trying to catch her breath, her entire body trembling in Rainbow's grip, muscles clenched in pain as tears spilled form the corners of her clenched eyes.

"Stupid bitch." Darkside scoffed. "But I guess ones as good another." He drew the tendrils back whipping them so red blood wet the ground.

Twilight was already there next to Rainbow and Rarity. The two holes were still bleeding badly pooling blood around the two ponies. "Rainbow lay her down." Fluttershy's commanding voice came from behind them, the shy Pegasus pushing past Twilight and helping to ease the unicorn to the ground. Rainbow didn't cry or talk, she could only stare at her injured friend. "Oh no, oh dear." The yellow mare said trying to press on the wounds to stifle the terrible bleeding.

"Oh don't bother." Darkside's booming voice came from only feet behind them. Twilight turned with Applejack and saw the large stallion standing near them his shadows warped around him, whipping the air, waiting for the order to strike. "Your all gonna join the fucking idiot." He spat.

"Ahhhhhhhhh!" The blood curling scream made everyone present wince just before a rainbow trailed blur shot past them all colliding with Darkside's chest. The large horse gave a heavy grunt as the smaller mare knocked him sprawling over the ground. He shook his head rising up to see the small lithe mare on the ground not far away.

"Cheeky little bitch!" He growled his shadow twisting and lashing out, but Rainbow was fast, gone in a blur as the spikes broke the ground. The black horse turned in time to catch a hoof across the jaw. He bite after her but Rainbow was already gone zipping past before circling around hitting his legs before rising under his jaw knocking him backwards. Darkside groaned when he hit the ground, his shadow pulled back twisting protectively around him as Rainbow continued to shoot and zip around too fast to be caught by the mad stallion.

Twilight stared in awe and fear as Rainbow Dash attacked the monster. She was keeping away from him but more than that, she was hurting him.

"Twilight," Fluttershy's insistent voice brought her back. "I need your help." Twilight kneeled next to her Pegasus friend who was pressing desperately into the holes in Rarity's side. The unicorn's eyes were closed but she was still breathing, each breath making a fresh stream of blood spill form her. "I-I-I can't stop it." Fluttershy stuttered tears spilling over her face. "I-I . . ." her voice trailed into sobs as she kept trying to push the wounds closed.

Twilight heard the growls yells and crashes of Rainbow's fight but some other sound pervaded the noise. Quieter and she would have missed it if not for the familiarly.

"Twilight."

The voice was low and raspy but she could till hear it. The lavender unicorn turned her head to see Lloyd, his broken head raised.

"Bring her to me." He called, as loud as his voice would allow him.

Twilight turned to Fluttershy who had been watching, the yellow mare nodded and helped lift Rarity on her back carrying her over to their friend. Twilight used her magic to ease the unicorn off her back in front of Lloyd. She again became aware of how hurt Lloyd was. The spear was drvin deep into his right shoulder holding him to the wall, blood covered his belly and pooled under him from the wound. His entire backside was dark mix of black skin and red blood, each of his breaths were forced and hollow, wheezing with each intake.

The colt's eyes fell on rarity and he reached out his foreleg to lay on her side. "Listen to me." He wheezed as he did so. "Listen close. You have to run. All of you. Take who you can and run, don't fight him. Leave me behind and go." His words stopped as he took a deep wheezing breath. "I'm sorry."

The golden light spilled from his leg flowing over rarity. The light quickly found the four holes seeping into them, the flesh regrew before their eyes, the deep holes covered in pink flesh. Rarity gave a single weak moan in her sleep, her body tensing once before she fell limp. Twilight smiled once as the light faded but it quickly vanished when she looked up to Lloyd.

The grey colt wasn't moving, his eyes closed limply. His leg had gone limp next to him and lay on the ground. Twilight felt her eyes burn. "Lloyd," She whispered her voice breathless. "No." She placed one fore hoof on the body and gave him a shake. The colt rolled with her push but made no other indication he was there.

Their help was gone. He was dead.

They were alone.

. . .

Darkside cursed as he missed the flying pony for the dozenth time. She was zipping back and forth cutting, punching, kicking and knocking him upside the head. He watched her land in front of him still several feet between them. She was glaring up at him, her whole body heaving with desperate and strained breaths. Rage constricted her tiny face, teeth bared, ears flat, eyes narrowed.

"What is your problem? Are you really so mad I killed that ugly whore?" Darkside spat.

"Shut up!" Rainbow screamed huffing deep breaths. Darkside allowed himself a small grin. She was getting tired. She was fast, unnaturally so, but she couldn't last forever. Darkside shifted his footing making the little mare jump.

He chuckled. "You scared?" he smirked. The blue mare shook her head. "Oh come on, are you sure? Don't you remember Big Mac? Aren't you scared this is all going to end like that?" He felt giddy when he saw the way her whole body shook as he talked. "Well, let me ease your worries. You can die first!" Darkside roared and leapt forward leaping as high as he could to trap her under him.

Rainbow was already gone before he touched the ground, shooting off before grinding into the ground and kicking back. Her whole side slammed into Darkside's back knocking him off balance. The black tendrils shot after her but the Pegasus had already kicked away and flew back. Darkside snarled and struggled to his feet. Rainbow Dash hovered in the air for a moment looking down on the monster.

He hurt rarity! Rarity had been hurt . . . saving her. It was her fault but it wasn't! It was his fault! Just thinking about it made Rainbow clench every muscle in her body before yelling out and streaking back at the monster her hoof stretched out to shatter his jaw.

Rainbow felt the spear before she saw it. It sank straight into her shoulder going deep almost to her wing joint. He own speed had impaled her on the sharp black appendage now growing from Darkside's black neck. Darkside's eye widened, his smile returning as Rainbow gasped in pain and clenched a hoof over the bleeding wound.

"Where you going to fly now?" he taunted raising his own hoof high. Before Dash could try to move it came down cracking her head and slamming her into the ground. The only good thing was it removed the violating spear from her shoulder, the bad part was it had torn a nasty gash on its way out leaving a huge jagged tear along her right shoulder and grazing her face with blood.

Darkside didn't let her breath before he raised his hoof again and stomped the tiny Pegasus' back making her scream in pain, all her air leaving in a gasp. "You have gotten on my last nerve!" He growled, lowering his head next to her ear. Rainbow gave another pained scream and tried to pull away grinding into the dirt but Darkside pressed down harder forcing her into the ground.

"You know, you've managed to piss me off more than I thought possible." He chucked manically. "I know your all going to die, but congrats, you get to live and watch me tear your girlfriend apart. Won't that just be a fun way to go!" he raised his hoof and crushed Rainbow's head into the ground. "But First, I think you need a lesson in humility."

Darkside pushed her head deep into the earth as the tendrils snaked over him and finally over the tiny blue mare. Rainbow thrashed and kicked trying to get away but the stallion's hoof held her firm as the tendrils snaked over her body. Rainbow shuddered at the vile feeling of the ghostly tendrils tracing over her body. Fear gripped her tighter as the tendrils coiled tighter around her, and then she realized what he was doing.

"Please no." She begged, turning her head as much as he would allow looking up. Darkside smiled down before looking away.

"Fluttershy," He called.

The butter colored mare look away from where her and Twilight were standing to see Rainbow Dash pinned, two black tendrils snaked around her neck and two more coiled tightly around the blue wing held taught by one last strand as the rest wrapped tightly over her blue body. Darkside smiled showing his teeth and felt a shudder at the yellow's mare's terrified and knowing gaze.

The tendrils made one jerk, the sinew, flesh and bone tearing in one move as the blue wing was torn violently from her back. Rainbow's sick, blood curling scream echoed in the air, her voice cracking as she wailed into the night. All the other ponies couldn't make a sound, only stare in absolute disbelief as the shadow strands tossed the blue wing aside like it was trash and their friend screamed and bled from the new hole in her back.

"Rainbow Dash!" Fluttershy screamed louder than ever before jumping her feet and dashing to her friend.

"Take her back." Darkside said dismissively casually tossing the bleeding Rainbow Dash to Fluttershy. "She's broken."

Fluttershy stopped to catch Dash as she collided with her making Dash scream again in pain. Fluttershy wrapped her legs around the rainbow holding the blue mare close as she sobbed into the pink mane scramming and wailing. Fluttershy wrapped her tightly and tried to sooth her but the blood kept spilling over them and Dash never stopped crying.

"You sick monster!" Twilight snapped standing next to her two friends tears in her own eyes.

"Oh shut it." He snapped. "You've pissed me of too you know? Maybe you want to be next?" He snarled stepping closer.

"How bout me?" A thick voice came from too close to his side making Darkside turn just in time to See Applejack's straw colored tail and orange legs rising up. Before he could even curse the mare's legs bucked out catching him full in the jaw with an audible crack snapping his head upwards.

Darkside stumbled but didn't fall, his glaring eyes and tight jaw falling back on Applejack. "Why not!" He screamed bringing a hoof back down hard. Applejack couldn't move before the hoof collided with her back knocking her to ground. Darkside lowered his head snapping his jaws around the back of her neck electing a pained scream from the farmer before he hefted her up and tossed her away. "I'm not playing this time bitch. This time I'll kill you."

"Pinkie cannon!" A mad voice broke the threats making all eyes fall on her. Pinkie stood next to her trusty party cannon and vanished behind it. A second later her pink head poked from inside the barrel which happened to be trained on Darkside.

"What the-" Boom! The cannon erupted over his words shooting a pink bullet across the square before slamming into the stallion's chest. Darkside gave a heavy grunt and couldn't stop the pink pony from knocking him to the ground. Pinkie Pie stood on the grounded stallion and jumped up and down powered by some unforeseen force making her pound the horse into the ground like a jackhammer.

"You don't hurt Dashie you bucking monster!" She screamed as she beat the demon into the ground. Suddenly her leg twitched and her ear flapped. Pinkie jumped off the stallion just before three black spikes erupted from his stomach where she had been jumping.

Darkside rolled to his stomach and glared at the party pony his eyes wide with rage. "I'm going to enjoy killing you far more than I should." He growled standing to his feet. He only heard the hoof beats for a second before the sharp blow struck his side. Darkside hissed and spun to try and smack the angry farmer but his leg swept her mane and air. Applejack grunted and lunged forward, her head driving her head into Darkside's chest. Despite the blow, the larger stallion only skidded in the dirt. Darkside pushed back with his whole body throwing Applejack off balance. Applejack tried not to fall but the shadows snared her legs pulling them from under her and throwing the mare on her back, the fall knocking the wind and stensen from Applejack.

"Hello, I don't like you." He smiled before taking the only step needed to place himself over the bound farmer. "And I don't like those legs."

"Applejack no!" Pinkie yelled rushing to her friend but she simply wasn't fast enough to prevent the tendril on the rear leg from giving a single violent twist, the leg it held spiraling around at the joint. The sick crack of bone was only slightly less horrifying than the pained shriek Applejack howled. Twilight felt tears in her eyes as she saw Applejack's whole face tightened in unimaginable pain, tears spilling from her eyes over her orange muzzle.

Pinkie was there slamming into Darkside's back and biting deep into his neck. The pain was there but the monster's rage overcame most of it. He tried to snap his own jaw on the bubbly pony but she twisted on his back keeping out of reach. The tendrils snacked around to tie the Pinkie's legs but just before they caught her Pinkie was gone jumping off and bouncing on is head before she turned and bucked his knee.

The front leg snapped backwards, not breaking but buckling in from the blow and throwing the large horse on his side. Darkside cursed and again tried to snap the pony in his jaws but she jumped away again evading him. She felt her ear flip and her left leg itch so the pink pony jumped just as another tendril whipped across the ground trying to sweep her legs.

"Hold still you little bitch!" He snarled back on his feet. The shadows grew in number shooting, stabbing, slashing and whipping at the pink pony but nothing could touch the party pony as she jumped danced and hopped around each attack. Darkside followed after as the pink pony kept backing away dodging each tendril no matter how he tried to catch her.

Twilight was in awe of her friend's ability and if she hadn't been watching so closely she wouldn't have noticed the subtle look Pinkie shot her. Her blue eyes on Twilight then shooting back to Applejack. Twilight followed the gaze and saw the reason. So enraged on Pinkie, Darkside's shadows had dissolved around their farmer friend leaving her on the ground trying to cradle her broken leg. Twilight didn't waste any time and stared at her hurt friend her horn glowing as the spell began.

Weather from Pinkie's glance or maybe sensing the magic power, Darkside turned suddenly to where Applejack lie, seeing her body become shrouded in light purple light. "No!" he screamed lunging back to crush the orange pony. A moment before he landed the farmer vanished in a ball of lavender light making the feral monster turn and huff at the purple pony she had appeared next to. "You are so god damn annoying." He growled the tendrils twisting around him before angling on Twilight.

"Yaaaa!" Pinkie's war cry drew the monster's attention as she charged him, ignored for only a moment. Darkside gave her only fuming glare as the party pony lunged at him. Two tendrils snaked out but were dodged by Pinkie's quick hops, however Darkside threw his whole body over the small pink pony trying to stomp her into the ground.

Pinkie hopped to the side dodging the massive legs but Darkside whipped his leg up catching the small pony across her jaw before she could move any more. Pinkie gave a little yelp and rolled over the ground. Before she could rise Darkside was already upon her, his hooves slamming her back down into the ground. He gave mad cackle as he pinned her down before reaching down and biting deep into her back. Pinkie screamed and tried to thrash away but the larger horse was far stronger.

Twilight watched in horror as Darkside lifted her pink friend up and slammed her down again and again each time the party pony giving another loud yelp or cry. Finally Darkside released the tiny pony throwing her at the ground one last time. She bounced slightly before resting on the ground. Pinkie shook and tried to pull away but the shadows were already moving.

The shadows quickly coiled around the tiny pony, some tightening around her legs and pulling her closer to her oppressor, another wrapped tightly around her neck digging into the pink fur covered flesh. Pinkie gave a single choked cry as her airflow was impeded. Finally she fell before Darkside and he turned her over so she was facing up at him. The tears in her blue eyes gave him a shiver up his spine, a happy tingle he loved so much. "What's wrong? Crying again you little shit!" He tightened the shadows around her neck making her choke out but the lack of air made any pleads inaudible.

"Stop it!" Twilight screamed. Her horn glowed and erupted with magic, a purple lightning bolt shooting at Darkside's head.

Darkside glared up angrily, his shadow shifted forming a solid wall before him absorbing the bolt before erupting into series of black streaks darting back at Twilight.

The unicorn panicked, instinct saving her by throwing a shield over herself before the spikes struck it glancing off like bugs on glass.

"You'll get your turn." Darkside snarled at her before turning his eyes back down to Pinkie. "After I enjoy you." He said with a predatory grin. Pinkie tried helplessly to pull at the narrow strands constricting her neck. Gradually the cords grew smaller and smaller closing around her neck crushing her windpipe, breathing burned, it was getting harder to force air into her lungs.

"Does it hurt?" He asked leaning down near her. "Does it hurt to feel the air slowly leaving you? Now you know how Applejack felt!" He snarled. Pinkie cried out but it was an empty cry, her air was gone, her fight leaving as her strength did. Slowly her legs stopped pulling at the strands falling hopelessly to her side. Her eyes started to fall closed her chocked coughs were stopping too, dissolving to weak wheezing gasps.

"Stop it!" Twilight screamed but she couldn't drop the shield to help. Tendrils continued to strike the shield, not having any chance of getting through but if she dropped it even for an instant to help her friend, the sharp shadows would reach her and her friends. She couldn't do anything but watch Pinkie fight for her life, and lose.

Darkside ignored Twilight's calls and instead pressed his eyes to Pinkie's fading ones. "Ya know I love to suffocate people. It's so much fun cause you can watch the life leave them. Bit by burning bit the life leaves and you can see it in their eyes. I want to see it," He hissed. "I want to see the life leave those beautiful eyes." He chuckled as Pinkie stopped struggling her eyes slowly falling closed, he could feel her heart fighting for those last furious beats trying to cling to life.

Thump. Thump.

"Say hello to that sweet nurse." Darkside smirked as her eyes fell closed.

Thump.

Her body went limp one last convulsion shaking her body.

"Pinkie!" Twilight screamed in tears as her friend stopped moving.

Crack!

The massive bolt of lightning tore right into Darkside's torso, his body flying and his scream breaking over Twilight's.

The dark horse rolled over the ground cursing and screaming as blood fled from the hole in his side, burned and charred from the strong bolt that had taken him. He ground his teeth as his shadows quickly fell back to him forming a weak protective shield. A second bolt struck right as the shadows returned absorbing the force of the blast. This one did no more than make him stumble but did draw the absolute enraged glare of the wounded stallion.

Standing over a madly coughing Pinkie was a dark equine, her dark blue coat seeming to glow in the moonlight, her own wings spread wide over the party pony under her, her own horn still glowing from the magic it had just unleashed while her blue magical mane swirled around her.

"Princess Luna?" Twilight called, dropping her shield at the sight of the princess. Luna glared at the broken alicorn on the ground before slowly turning back to Pinkie on the ground. The pink pony was desperately trying to suck air back into her lungs, her chest rising and falling heavily as she sucked in air.

"Art thou alright?" Luna said quietly. Pinkie, for once was unable to speak and instead nodded weakly.

"Princess," Twilight's voice came from behind her where she had come to join them. "Why are you here? Why . . ."

Luna silenced her with only a look before fixing her glare back on Darkside. "Zecora awoke from her injury. She was alright, but when . . ." She paused and fixed the muscles on her face. "When that grey pony was sent there with her daughter, Dinky and Derpy, I knew you would need my help. After I saw the blast I knew I had to come. I left Zecora to look after the filly, my sister and Spike." Her eyes darted over the scene before her, the injured ponies, Rainbow's wing, Applejack's leg, Rarity's blood and finally rested on the still grey colt. "Lloyd?"

Twilight shook her head. "He's . . . he's gone." She whimpered.

"I understand." she said looking back to Darkside." She took one long stride forward. "Now Twilight Sparkle, see to your friends. This demon's fight is with me."

Twilight opened her mouth to speak but was cut off by a deep chuckle .

"Oh you're just a doll." Darkside hissed as he stood tall again. The black shadows swept over his body, the tendrils wrapping like bandages over the hole in his side. "Come now, you honestly want to fight me? Where's your big sister? Why doesn't she just- Fuck!" The stallion jumped back, the shadow throwing another wall before him as another lightning bolt struck out.

"Silence!" Luna boomed her voice echoing into the night. "You have injured my sister, Defiled our land with your presence, Hurt and even killed my little ponies! My subjects!" Luna's eyes glowed as her horn followed beaming brightly. "Your punishment is to be carried out now! You will pay!"

"Well come on!" Darkside sneered charging the princess.