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The white space started to shake.

"Who dares to interrupt our story?" the Alicorn of Darkness shouted.

Small black hairline cracks started to form where the small world of Chaos had once stood. Within seconds the ruptures became bigger and bigger. Now some cracks had reached the four beings. Celestia felt something big approaching them. Even the air seemed to burst with strange magic.


Nobody objected to this idea and all four spread their wings and flew as fast as possible. None of them wanted to use a teleportation while everything around them seemed suddenly so instable.

Something crashed into the cracks from the other side and they spread even further. Finally the middle part began to break completely apart and revealed a huge dark opening. It looked like the maw of a beast.

By now the four felt that they had gained enough distance from this hole and paused to take a look just as something broke through.

The long construction that started to grow there did look somewhat like the head and neck of a hydra. But it was entirely composed of shadows crudely merged together and as big as the Canterlot Castle. Some of them still struggled futilely, while others didn't move at all. While the part that would be the head had a giant maw with countless of different teeth inside, it had no eyes.

Luna grabbed her head in pain.

"This feeling, that being is Phobia! What… What did she do to herself?"

"You should be more worried about what she wants to do this us. I doubt she just broke past this barrier to have a tea party." Fluttercruel remarked dryly trying to hide her own panic.

Discord saw right through her act but he was more worried himself then he wanted to admit. In all these years he couldn't even put a dent into this white space but somehow this creature started to tear it to shreds.

The cracks continued to spread around the neck-like part of the Nightmare. It seemed that even more parts were attacking the barrier between the realms. Then seven more heads started to break through all at once.  

The heads of the being kept moving in regular intervals, almost like they were mandibles of something much later beneath the surface.

Luna tried to get the attention of the Nightmare with the Royal Canterlot Voice.


But no part of the being before them reacted the slightest to that. The Alicorn of Darkness hovered a few steps back.

"Is she… already gone?"

Luna was shocked. All this time she had no chance to talk with her and now that it was finally possible, Phobia didn't even seem to be able to listen to her anymore.

Celestia put her hoof on the shoulder of her sister.

"I am so sorry. I should have felt something was wrong with Twilight. I should have…"

"No. She was my responsibility and all this time I was not able to sense that something was wrong with the subconscious world."

Discord floated next to the two shocked Alicorns.

"I hate to take the role of the voice of reason but you can work out who was responsible for what later. She just broke through one barrier of reality, she might do that again. What do you think will happen if she reaches the subconscious world? What if she even goes one step further and enters the world completely? Does one of you by any chance know how to stop her?"

"I know a spell that might help us. I created it so that the six heroes wouldn't need to face every threat directly. It allows us two to channel Harmony over the Elements into ourselves. We can use our own power to create a connection with the six bearers and call down the Elements of Harmony from them."

"That is cheating. I love the idea, count me in!"

Discord chuckled as the jaws of the two Alicorns nearly fell to the ground. Fluttercruel fluttered next to her father.

Both Alicorns stood next to each other as several bright lines began to spread from the two sisters and connected them to each other. Meanwhile both Discord and Fluttercruel instinctively took a few steps back from the Harmony surrounding the two Princesses. The young chimera fluttered closer as the incantation ended.

"Okay, I already know that there is some catch to it. Just spill it out. We two can't simply sit back while you love and tolerate the everlasting crap out of the Nightmare."

The two Alicorns didn't look amused at her choice of words.

"Indeed, it will take us a lot of time to charge up the spell completely, about 22 minutes," Luna said coldly.

"Twenty-two minutes! What did you expect your opponent to do for twenty-two minutes? Dancing?" Discord pointed out the very glaring weakness of that incantation.

"Some would monologue even longer if we let them do that." Celestia added with an ambiguous smile.

Draconequus had to cough while Fluttercruel had to restrain her laughter.

"Actually, we can keep casting this spell without standing still. We just need to last that long."

The heads of the Nightmare began to move into their direction, the flow of Harmony did finally get her attention.

More cracks began to spread around them as one head lunged foreword at them and the four spread their wings and all evaded into different directions. As the head crashed into the white space, where they had just been talking, black cracks began to spread at the impact site.

Meanwhile the young incarnation of Chaos felt herself nearly bursting with power after being so close to the two concepts of Light and Darkness.

Immediately Fluttercruel created several blades, spears and morning stars and launched them all at once at the titanic creature before here. As they collided, she let them explode, which blew a few dozens shadows out of the part that she hit but almost instantly more shadows pushed out from the middle of the mass and closed the hole.

Then the shadows that were freed started to aimlessly walk around the white space.

(Nice try, but that won't work. We will drown in shadows before we do any real physical damage to Miss Nightmare. I am to your left.)

The young chimera scanned the direction and quickly teleported to where she felt her father. The two Alicorns were also close by.

"We need to get her attention before she can reach the subconscious world. I will not allow her to harm anyone else on our world," Celestia said sternly.

Luna nodded gravely; she would not let her own mistakes destroy the world that was willing to forgive her.

Both noticed that Discord and Fluttercruel kept drawing power from the conflicts around them. The incarnations of Chaos could now use their full strength. Discord smiled.

"Now this is it. There is not a single mortal you need to be concerned for in this realm and no need to hold back. Here we can fight with everything we have. Are you ready for our first dance?"

All four nodded and flew off into different directions.

If Celestia had learned one thing from seeing the battle between Discord and the Nightmare, then it was how much Phobia hated the Sun Goddess. This would make her the perfect distraction in this confrontation.

The Alicorn darted over the creature and the eight heads followed her movements. Then their mouths opening and every single head fired a red energy blast the size of Sugarcube Corner at her.

The Goddess of Light teleported out of the range of that attack, only for the spherical blasts to join into each other right where she was a mere second ago. After that the combined attack chased after her with a crimson glow.

Suddenly a second Celestia flew past the heads and the attack stopped in its track, unable to decide which Sun Goddess it should follow. The Alicorn it had chased first used this chance and gathered pure bright light into her horn.

Within seconds she fired her own beam of energy at the sphere and pushed it back into one of the heads.

It exploded with a powerful red blast that did push back everyone who was airborne. As the smoke cleared itself they saw that one of the heads was completely blown apart and countless shadows began to wander around the white space next to the Nightmare.

The second Celestia changed her appearance back to her true form: The Alicorn of Darkness.

"We need to do something about these shadows or we will be overwhelmed sooner or later!"

Right on clue a grey comet crashed through the shadows and every one that was hit was blasted apart. The remains of the shadows began to immediately return to one of the countless dark cracks on the ground. The Alicorns understood that they returned to their own realm.

"Was that…"

Celestia had trouble finishing her sentence. Then she noticed Discord floating nearby.

"Oh yes! Just take a look!"

He pulled out a picture of the grey comet and in the middle of it the Alicorn could see Fluttercruel smirking.

"Now this is her one chance for payback towards these stalkers. And I am almost done with my idea. Just a few seconds more."

As sudden as he appeared the Draconequus vanished again.

This time Luna flew before the seven heads to gain their attention. Even without eyes they followed their prey and opened their mouths to fire many small dark lasers at the Alicorn before them.  

Luna flew up into the air and started to fly faster and faster away from the attacks. But they followed her flawlessly. No matter if she flew loops or suddenly changed directions, they were after her.

She tried to teleport out of their reach but this time the Nightmare didn't gather the energy together and the numerous lasers still followed her.

Suddenly one of the heads of the creature moved forward and took the impact of the attacks meant for her.

Soon the Alicorn of the Night noticed some puppet strings that were attached to the neck. Above them Discord pulled the strings on that part of the Nightmare.

But the other heads noticed it as well and two of them lunged after the incarnation of Chaos floating above them with wide open maws. Quickly he pulled up the head part under his control. The other two were too fast to stop their attack and instead of hitting Discord they bit the neck into three parts.

More parts of the Nightmare crashed to the ground and turned back into shadows. Some of them immediately fled back into the cracks. The ones that stayed and looked around for anything they could devour were broken apart by Fluttercruel flying with an insane speed through them. In this broken state they could not resist the pull of Oblivion and were dragged back into their own realm.

Before Discord could celebrate he noticed another head right behind him. Several spheres of Darkness collided with the part of the Nightmare, slowing it just down enough so that the Draconequus could teleport out of the way.

He could see Luna flying by his side.

"Did we just end up saving each other?" The Alicorn said surprised and amazed at the same time.

Discord and Luna quickly needed to change their direction as another attack came their way.

This time the energy fired by the creature took the shape of a red and black version of Nightmare Moon smiling coldly at the Princess of the Night.

The Alicorn snarled at the reminder of her greatest failure and charged foreword. Both winged beings collided and kept pushing each other back and forth.

Meanwhile Celestia was busy fighting with the other parts of the Nightmare.

At the same time another head aimed at Luna and tried to devour her.

But in her way a giant cotton candy cloud appeared and plugged the hungry maw completely. The creature tried to get rid of the pink mass in her mouth but not matter how much she shook her head or tried to swallow it down nothing did work.

Meanwhile Luna was fighting with the energy construct before the struggling head. The fake Nightmare Moon tried to push her inside. The Alicorn of Darkness smiled as she teleported aside and the energy construct raced into the sticky maw.

The impact was enough to let the energy explode and again shadows rained down to the white space while Fluttercruel was busy sending them back to where they belonged.

All three beings flew together and stared at the remaining five heads of the Nightmare.

"Drop the act, we know that you are still somewhere inside controlling this mess. These are not the attacks of a mindless being." Celestia said with determination.

Four of the heads bowed to the one in the center as the shadows that formed its head started to move and the construction opened like a twisted flower, revealing the remains of Nightmare Phobia.

Her body seemed to grow out of the shadows around her and her skull was almost half gone. The incarnations knew this was likely just another trap to trick them into attacking this supposed weakspot.

"There is NotHing LeFT tO say TO TRAITORS!"

The voice didn't come from her body but seemed to echo from every direction at once.

"Oh no, you will not get out that easily. Why did you never try to reach me or my sister? We could have helped you," Luna shouted almost desperately.

"YoU DiD THAT to ME. You REally thINK I woUlD pLeAD for ForGIvenESS aFTer EVERYTHING?"

"What did we do to you? You hid in the subconscious world, tried to break my student, hurt my little ponies and tried to murder the Element of Kindness. Afterwards you were responsible for the demise of five individuals and nearly killed Discord and his daughter. You did all of that." Celestia said with a sombre tone.

"WHaT are YOU taLkING about? NONE oF tHAt dId EVer HAPPEN! YoU aTTaCKEd ME witHOUt REAson aND thrEW me inSIDE tHIs PRISon."

"No, please you have to listen…"

Before the Alicorn of Darkness could continue the creature shrieked insanely at them and the body of the Nightmare vanished back into the shadows. Luna lowered her head in sadness. She could almost see Phobia's mind eroding further and further. Soon the head had reshaped itself into its old form.

"…if you are not willing to listen to reason, then we will stop you from harming anypony ever again."

The Nightmare fired several smaller energy blasts at the three concepts but this time the spheres exploded as the three beings tried to evade. They all teleported into different directions to gain more distance but the creature started to spread the attacks all over the white space.

Fluttercruel narrowly avoided a few attacks while several of the remaining shadows were less lucky and were vaporised. Their remains fled back to where they came from.

Discord tried his best to stay as far as possible from the attacks but they were nearly everywhere. He flew as fast as he could but then one of them exploded right before his face. It was incredible painful and felt similar to the attacks of the shadows.

One blast was enough to cover the face of the Draconequus in several cuts and another one blew up next to his left wing and damaged it too much to be able to fly anymore. But right now he had more than enough power to fly with telekinesis instead of using his wings.

He quickly needed to dodge several other explosions aimed at him; it seemed the Nightmare was concentrating on him now that he was wounded.

Both Alicorns used the distraction to concentrate their magic. Luna drained the heat of the air around her and shaped it into a sphere of ice. As she fired it downward her sister heated up the air around herself and the resulting sphere of fire followed the first attack.

Both spells were much more powerful than anything the two Alicorn could have casted with the seal still on them. Before it was broken such an attack could have affected an entire room, while now both spells had enough power to freeze or burn an entire city.

The sphere of ice hit the head in the center and while it started to freeze in its tracks, the fireball hit it next causing the entire head and neck to explode in a blast of fire and ice. This attack had enough range to damage the other heads as well and stopped the bombardment.

The creature suddenly stopped all movement.

Luna, Celestia and Discord distanced themselves from the immobile being.

(Get behind me, my little angel. Right now! Something is happening.)

Fluttercruel interrupted her latest charge at the few remaining wandering shadows and teleported towards her father.

The last four head-like structures began to circle around themselves.

Then they attacked the bases of the other neck-like appendences with the same dark lasers Luna had to evade before.

All four remaining winged beings stared at the display of self-mutilation when the parts began to hover and merge together.

The merged mass took a somewhat spherical form.

"Since you are all so stubborn, I will share something special with you before the end."

This time the voice came out of the sphere before it shrank into itself and took equine form.

Her appearance resembled Luna. The being had her body shape and her face but the colors were wrong. The body itself was as black as Nightmare Moon while the part were her cutie mark should have been was somehow even darker and seemed to absorb any light that was near her. But the most glaring difference was her mane and tail. Instead of being ethereal or energy-like, both parts seemed to be made out of shadows desperately but futility trying to get away from her.

"It is impossible to fight the end. You will realise that soon enough. But for now let us play!"

Beneath her the cracks continued to spread and rip the white space apart as the Nightmare smiled coldly at her targets.

"I kinda liked you more, when you were a voiceless monster. Can't you go back to that mode?"

Discord smiled innocently as the Nightmare charged forward. But the two Alicorns were prepared. They had enough encounters with the Draconequus to know when he was baiting someone.

Quickly both positioned themselves to the left and the right of the incarnation of Chaos and fired a sphere of ice and a sphere of ice at the same time at the creature. Their timing was perfect and both attacks hit the being simultaneously, resulting in an explosion that caused several dozens shadows to burst out of the being and fall to the ground.

Fluttercruel wisely decided to get as far away from the Nightmare as she could be and started to concentrate on hitting the aimless shadows on the ground.

Her wings were glowing with power as she rushed with high speed through the horde and the blade-like wings sliced the shadows apart. All this did to them was to let them loose shape momentarily before they were dragged back into the Nothingness.  

"Isn't much fun if your victim can fight back, right?"

But the young incarnation of Chaos had created a few constructs in the form of small eyes so that she wouldn't loose track of what the Nightmare did, just in case she would try to cheap shot her.

Discord took a second to admire her ability to plan ahead before he had to dodge an attack by Phobia. Her mane swung into his direction and as he teleported into a random direction away from her, the Draconequus could hear how the attack cut the air apart.

He knew one thing for sure; he didn't want to be hit by that.

The two sisters had taken the chance to fire another coordinated attack at the Nightmare while her back was turned to them. Both Alicorns concentrated their respective power into their horns, crossed them and released the charge simultaneously on their opponent. Beams of Light and Darkness encircled each other and formed a united blast. The power pieced through the Nightmare, releasing more shadows from her.

Not even flinching from that, the Nightmare turned around and her eyes flashed red. Suddenly Luna was entrapped in a cage of crimson and dark energy.  

The incarnation of the Night tried to teleport her way out of the trap but it also blocked her teleportation.

Celestia flew between the Nightmare and her sister, while Discord teleported to the side of the Alicorn.

"Don't you want to attack her from behind while I get her attention?"

"No, she sees that coming by now. We need to switch tactics slightly."

"Try to hit her with something big. I will do the rest."

The incarnation of Chaos didn't hesitate and created a tornado made out of lava around Phobia. She calmly stood in the center of it and concentrated to redirect this attack at the trapped Luna.

She was interrupted when Celestia slammed into her and the impact knocked the Nightmare inside the tornado.

The Sun Goddess panted in pain; merely touching the creature was incredible painful now. She quickly teleported outside of the tornado and decided to check up on her sister.

The cage slowly became smaller while Luna had tried various spells to blast her way out of the containment that also made her an easy target, but none of them worked so far.

Celestia flew closer towards her as suddenly the Nightmare teleported before her and swung her mane right at her head. The Alicorn tried to teleport aside but the attack came too fast.

Then a massive diamond appeared over her head and slowed down the attack just enough to allow her to teleport next to her sister safely. Instead the diamond was cut in half and the two halves started to move on their own and bisected the creature. More and more shadows burst out of her as the two diamond halves turned back into the Chaos they were made from.

"And that was Tom's contribution to this war."

Discord immediately got her attention and while she flew after him, Celestia still tried to get her sister out of the trap. By now the cage of energy was so small that Luna could hardly move.

"Wonderful, my spells doesn't work either…"

"Wait a second Celly, I tried to solve this the wrong way. I need to think more inside the chimney."

As Luna disappeared before her eyes, Celestia thought at first that she somehow made the teleportation work but then did she see the tiny version of the Alicorn of Darkness fly outside. A mere shrinking spell let her escape the trap.

Meanwhile Discord tried to gain some time by summoning enough cotton candy clouds to cover all of Equestria and hid inside. The furious Nightmare followed him and tore the floating clouds apart.

Her mane cut countless clouds in half and narrowly missed Discord's eye as he hid deeper inside. Soon the number of the cotton candy clouds declined.

Then a smiling pink version of Celestia stood before the Nightmare.

"Hello, I am a distraction!"

"You are just a worthless decoy!"

The creature decided to ignore the obvious fake and to continue her search for the real Draconequus.

Just as she turned around the seemingly unimportant fake concentrated black energy into her horn and fired darkness at the being. The spell erupted at contact and turned into a black hole. The remaining cotton candy clouds were sucked inside as well. Celestia's imposter quickly teleported back to her real sister to gain some distance from this attack.

"Why did it have to be pink of all colors?"

With an innocent smile the image of the pink Alicorn dissolved and turned back into Luna. Discord was by their side and couldn't stop grinning.

"A pink version of Celestia? Do you want to become the next spirit of Chaos?"

"The less predictable we are now, the better," Luna added still smiling.

She could feel the Nightmare was still resisting the pull of the black hole. Celestia knew what she had to do now.

"Let me try something. Luna, please take care of the teleportation."

(My little angel, get as far away from this black hole as possible.)

Instantly Fluttercruel stopped her charge at the few remaining shadows and teleported aside.

Celestia flew foreword and concentrated bright energy into her horn. Discord pulled out Sunglasses as the light got brighter and brighter.

Then she fired pure concentrated light inside the black hole. Luna quickly teleported them all as far away as she could, while the young chimera followed them instantly.

This time the light erupted into a brilliant supernova. Since it was powered by the Sun Goddess herself it expanded immensely and did evaporate the remaining shadows on the ground. Their remains fled back into the Nothingness

"Show-off," Discord mumbled under his breath while checking his daughter if she was still alright.

The black cracks had spread over most of the white space by now. The only thing left besides the four winged beings was the park bench with Discord's letter still on it.

As the bright light finally ended and collapsed into itself, no trace of the Nightmare was left.

"Hey, you didn't even need your Harmony trick," Fluttercruel pointed out.

Celestia suddenly felt uneasy. There was something wrong here.

"I somehow doubt that she is really gone. And the condition of this place keeps getting worse and worse. This is not over yet."

Discord looked down and saw that the black cracks continued to cover more and more space. In the black abyss they could see something moving. It was something big.


The white space began to break completely apart and something impossible big pushed its way through the barrier between time and space.

The temperature dropped almost instantly. It was so cold that their breath was visible.

The body was simply too big to categorise it. It could have been anything from insect- or snake-like to completely beyond any real shape. Tentacles, wings, eyes, teeth, mouths and several unrecognisable parts could be seen, but they didn't form something complete.

It was like someone had crudely combined a near infinitive number of former existences into one point.

It wasn't below them or above them. It just felt so wrong. It was everywhere. They were trapped inside.

The two Alicorns feared that they had failed their beloved subjects. They knew that they were the final line of defence; the ponies would not be able to defend themselves from an attack out of the subconscious world.

Celestia and Luna tried to reach each other but the darkness around them pulled them apart.

Discord could only think about the danger his daughter was in right now.

Fluttercruel looked at her father and tried to reach him but he was already struck in the darkness as well. He took one short look at her and casted a teleportation spell on her. The last thing she could see was her father slowly being dragged into blackness around him.

There was no escape.

The creature didn't waste any time and concentrated as much darkness around the three trapped beings as possible. She could feel how she slowly devoured them.

Then her attention turned to the subconscious world very close to this realm of existence.


Some of her tentacles rushed forward and broke through the last barrier protecting the mortals like it was nothing.


Twilight Sparkle awoke screaming in her library. She had fallen asleep in her bed after reading a few books to get some distraction after Nightmare Night.

But now every single one of her senses brought her only one message: Agony. It was like every single one of the pain receptors in her brain was activated at the same time. The unicorn fell out of her bed and could hear similar neighs of pain outside. The screams echoed through all of Ponyville. Twilight recognised the voices of Derpy, Cheerilee and Berry Punch.

She wanted to do something, she wanted to help them but merely getting out of her bed was an ordeal. Weakly she made a few steps but within seconds she collapsed on the ground. The purple unicorn felt so horribly weak.

Since walking seemed to be no option, she tried to teleport herself outside the library. But to her shock nothing happened and not even a few sparks flew out of her horn. It was like all her magic was suddenly gone. It was the labyrinth all over again.

Horrible memories flashed before her eyes: Discord taking their horns and wings away, luring them all into his trap and her failure to protect her friends from him.

“Calm down. That is over. Calm down. Discord will never hurt them again. Calm down.”

She tried to get up again, only to fail another time. Twilight hated to admit it but in her current condition she was no help to anypony.

The unicorn lost track of time. How long was this going on? It just didn’t stop. How many minutes did this already last? Why couldn’t it just end?

Twilight considered closing her eyes and trying to rest for a minute. She could feel her grip on consciousness slipping away. The unicorn felt like something was devouring her entire self.


Applejack was just about to go to bed after she had finished the last chores on the farm. After Nightmare Night there was so much still to do and somepony had to do it.

But her family insisted that she would sleep longer the next day whenever she had to do some midnight chores. They all had learned from her ordeal in the last Applebuck Season.

She would not work herself to death ever again.

Just as the farmer was about to go to bed, an immense pain did struck her down. It felt like every single of her muscles was pieced by blades. She let out one short scream and could hear more coming from within the farm house.

The earth pony collapsed on the floor. But she continued to try to stand up again. No matter how often she fell back, the cowpony refused to stay down.

Yet slowly her power became less and less. Her entire body writhed in agony.

She wondered for a moment if she had learned nothing from the ordeal of Applebuck Season. Her body felt so weak. Applejack was afraid that all of this pain was her own fault. That she worked too hard again, that she let her family down again.

It was like nothing of what she did even mattered.

As she became weaker, she considered trying to take a short nap.


Pinkie Pie had a bad feeling. Her Pinkie Pie Sense had told her that a doozy was about to happen but she had no idea what it could be. The twitches and tics of her body were very strange in the last few weeks. Even the small mountain of candy next to her didn't distract her that much from this feeling.

It was like something very important was happening somewhere very close by yet very far away.

She hated to admit it but she blamed herself that Luna’s entrance got so out of control. She should have tried to reduce her own act of fear. It was funny at first but the other ponies, especially the fillies seemed genuinely terrified. The pink earth pony should have acted more like an adult. Somepony could have gotten hurt.

Then without warning a pain unlike everything she had ever experienced struck her down. The normally energetic pink pony felt like her body was lead. Normally she was insanely fast and could outrun nearly everyone but now it was like something was draining her.

Her Pinkie Pie Sense was going berserk and made everything even worse, spreading agony like waves over her entire body. Tears of sorrow ran down her face.

Screams could be heard all over Ponyville.

Pinkie Pie wondered how she could make them feel better. Maybe a song would help the ponies forget the pain? But the earth pony was so tired. She could sleep for a moment and surely she would come up with something. She had to get a better idea. No song would change this situation for the better.

What would the other ponies need? Was there really nothing she could do to help them?


Rarity was finally done with her latest dress. She had worked long into the night to restore the dress Luna had ripped apart. The white unicorn turned around as she heard Sweetie Belle snoring in her room. It was a long day for the filly as well.

Sweetie Belle was even too tired to move her mass of candy into her room and just dropped it near the entrance door. Rarity wondered how many dresses for Pinkie Pie she would have been able to decorate with all these sweets.

The fashionista signed about how loud her little sister could be.

Rarity could barely scream when a horrible pain almost crushed her. All her stitching utensils and the finished dress fell to the ground as she collapsed.

Never in her entire life had she felt that dreadful. In moments like this her eye for details was a curse. She could feel the agony building up in various specific points in her entire body and sensed exactly how the pain spread over her. There was no end towards it. Her hoofs didn’t stop shaking.

After working herself nearly to death to create enough costumes for all of Ponyville, she was almost totally exhausted even before this pain kept pinning her down. She had no strength left to resist.

"I must have overworked myself. I think I will just take a short…"

Her younger sister let out a horrible scream and suddenly Sweetie Belle was silent. Rarity could only stare at the door with wide eyes.

The fashionista tried to stand up to help her little sister but fell back to the ground again. She felt even weaker then before and could hardly lift her head anymore.

“I am too weak. I… I am so sorry…”


Fluttershy was on her way to Twilight when she made a short stop near her house. Slightly embarrassed the timid pegasus pawed the ground.  

"Er Angel, I think we should not bother her this night. I mean the night was long and tomorrow is still another day. I don't want to disturb her sleep just because I have been sleepwalking. Is that okay with you?"

Angel facepawed and signed when suddenly both beings were struggling to even stand. An agony unlike anything they had felt before had hit them without warning. The suffering flowed over her entire body.

It was sheer torment and felt like something was trying to tear her wings off. Fluttershy’s wings instinctively glued themselves towards her body.

She felt so weak and helpless again. What kind of pegasus was unable to use her wings in the critical moments? Fluttershy wasn’t even able to stand anymore.

The rabbit’s entire body was shacking. Slowly Angel raised a paw and tried his best to push himself up. But he was unable to move.

The shy pegasus cringed as she forced herself to move her wings. The pain was real and she couldn’t control that but it didn’t stop no matter how she moved her wings. Carefully she put her left wing around the rabbit next to her.

"It is okay. It will be alright. Do not worry. You will be fine soon."

Fluttershy could feel the tears running down her face.


Rainbow Dash was ready to take a well deserved nap after pranking half of Ponyville this Nightmare Night.

She wondered if both Pinkie and she might combine their efforts in the next year to spread pranks through Cloudsdale as well but her candy collection probably came first for the pink pony.

But that would not stop her. The blue Pegasus struck a pose.

"Fastest pranker in all of Equestria."

In the middle of the pose a horrible agony struck down the weather control pony. She let out a scream but soon afterwards Rainbow hoped that nopony had heard that. She didn’t want to ruin her image. The pegasus had to groan, how could she think about that in a time like this?

But to her surprise the anguish didn't leave and the constant pain began to drain her. Her wings started to shake and her entire body suddenly felt so heavy. It was like she was crushed by invisible weights.

There was nothing she could do, no matter how she moved it never stopped. The pegasus felt like something was devouring her alive.

Dash thought that it might be the best to take a short nap and surely afterwards she would feel better. Weren’t short naps not always the answer?


In the Canterlot garden, close to the castle of the Alicorns, Discord's statue began to shake. The movements of the monument became more and more hectic but all royal guards were too busy with their own problems to notice it.

Finally the statue fell to the ground. It didn't shatter, it wasn't even damaged. But at the spot were it once stood small black hairline cracks began to form.


Fluttercruel was all alone.

Her father had seemingly teleported her as far away as possible but she was still surrounded by blackness. There seemed to be no escape from it. It was everywhere.

She had instantly activated the shield spell Twilight once taught her and for now it seemed to keep the darkness around her at bay.

The grey chimera could see absolutely nothing around her. There was only this misty and disturbingly alive blackness.

There weren't even shadows in it. Not that she missed those.

But this dark mass itself seemed to eat away her power and she felt like she was slowly fading away. The shield of Chaos around her only slowed it down.

Suddenly Fluttercruel saw a small light far away in this all-devouring darkness.

The young incarnation of Chaos blinked in confusion but the light was still there.

What could it be? Was it Celestia or maybe a signal from her father?

As she could feel her shield getting weaker and weaker, she flew as fast as possible towards that light.

It seemed to take forever but then Fluttercruel reached it and was disappointed with what she found.

It was the mirror Discord had created to show her the other worlds. That wouldn't do her much good at a time like this.

But maybe she could at least see something in it.

She moved closer towards the mirror as her shield evaporated into nothing.

The grey chimera just saw herself in the mirror, no fancy spirit journey or divine advice happened. She was still all alone in darkness. To say that Fluttercruel was even more disappointed was an understatement.

Then she noticed a small shining light in the mirror, it was just beneath her front leg. Fluttercruel found the same thing in reality. She recognizes it immediately: It was Discord's letter.

As fast as she could she ripped out the seal, opened the letter and read its content.

"Dear Princess Celestia and Princess Luna,

when you are reading this, you have chosen to believe Fluttercruel that our world is in grave danger. I won't waste any of your time and just tell you what I think is going on. A part of Luna broken off when she was healed by the Elements and by now this small piece has become powerful enough to devour us all. I have released the seal on your powers. You must be ready for her and blast her with everything you got: The Elements of Harmony, your full powers, the magic of unicorns and whatever else you can find. You will only have one chance. Don't waste it.

And Fluttercruel I knew you would read this! Your really are my daughter and I am sorry I was never really able to spell out how you make me feel. I have just no experience with these sorts of things.

The short time I spent with you was the happiest moment in my entire long life. You made me really understand how alone I actually was all this time. How could I be so blind for thousands of years? Please don't repeat my mistakes. I have seen what you are capable of and I want you to know that you wield the power of Chaos in a unique and special way.

So now I will share my best trick with you. You already know that Chaos can be created between two opposing forces but you can also replace one of these powers with your own Chaos. It sounds easy but please believe me, it isn't. That trick takes a lot of concentration otherwise it will just implode into itself and destroy you. But if you can keep the Chaos stable, it will start an endless replication. I know Chaos drawing power from Chaos itself, wonderful idea isn't it?

It is easily the second best idea I ever had. I know you will eventually be able to do it. But wielding Chaos isn't what defines you.

I admired your determination to fight in Oblivion despite everything being against you. You didn't give up. It was similar to the kind of strength that let these six ponies defeat me. I think you got that from your mother.  

Now I have put my full trust in you. I know that you can do it.

The Spirit of Chaos and proud father, Discord."

Fluttercruel didn't know she had any tears left but she cried. She continued to cry and stood up.

"I won't let everything fall into darkness. Not dad. Not mom. Not anypony. She won't take anyone else. I have a promise to keep. I WON'T bow down to her!"

She felt something in herself, like a power waiting to burst out. The young chimera knew that she had little time left before the darkness around her would devour her as well. Fluttercruel wondered if maybe it was already too late to save anypony on this world.

"Nah, they wouldn't just roll over and play dead. I know that they are tougher than this."

Then she started to create a small sphere of pure Chaos before herself. She had hardly any power left, there was only one chance. The former pegasus concentrated herself fully on the sphere and tried everything she could to stabilise it. The Chaos was carefully woven together and then she started to try to drain more Chaos from the conflict between the Chaos and the darkness around her.

Nothing happened.

She could feel the sphere starting to destabilize and the blackness around her was getting closer. Fluttercruel couldn't even see the remains of the mirror anymore.

A piece of the sphere fell off and the young chimera caught it with her eagle claw and carefully put it back together.

More pieces started to break off and she hugged the sphere for dear life to keep it together. She covered it completely with her body and wings. It was her only chance.

She knew very well what would happen if she failed.

Fluttercruel send the last bit of her own power into it.

For a moment she felt a familiar hoof on her shoulder. She started to whisper.

"I think I get it now. Cruelty and Kindness are two sides of the same coin. Sometimes you have to be cruel to be kind to somepony and sometimes kindness is the cruellest thing you can give somepony. Both come from the bottom of the heart and that is what makes them so either precious or painful. You need to understand somepony to be really kind or cruel towards her or him."

The young chimera could feel two other hoofs on her shoulder.

"Chaos can be both. I saw this power do wonderful things and saved mom with it. I saw this force bring destruction and suffering and used it to fight against the Nightmare. That is no contradiction; it is simply part of my… no of our reality. I am Chaos."

Two more hoofs joined the other ones. She felt a tingling feeling on her body and saw a brief flash of light. But even looking at it didn't break her concentration. Fluttercruel wasn't able to see her friends but she knew that they were with her.

Her cutie mark was a single butterfly with a green body and grey wings, surrounded by a red chaotic vortex.

The Chaos of the sphere started to grow. Pure power erupted from it and grey energy began to spread from it, forming floating rivers of raw Chaos. She didn't let go of it. The flow started to form a circle on the ground.

The energy started to spread even further as the circles became bigger and bigger. The young chimera knew that the creature would soon regret that she had spread herself so thin. The darkness was weaker here and she started to overpower it. Fluttercruel drew more power from the ensuring conflict.

Discord was right; this process could replicate itself forever. The power started to erupt and became bigger and bigger. The harder the darkness fought back the more Chaos was created and the easier the darkness could be overwhelmed and pushed back.

The extensions of the being that had broken through to the subconscious world were pulled back into the white space.  

Fluttercruel flew forward, instinctively knowing where she had to go. The young chimera could feel her father, he was still alive. Eventually her power managed to reach the three imprisoned beings. It was hard to see who was imprisoned in which black mass but luckily the first incarnation she freed was Discord himself.

"Now that's my daughter!"

Fluttercruel knew that his expressions were well worth everything: Surprise, joy, pride and determination. Then he flew to her side and they both guided the Chaos even further. The other two traps were evaporated into nothing.

Celestia and Luna looked as shocked as Discord was before but quickly took their positions next to them.

"We have charged up our spell completely. Let us finish this once and for all," Luna said without wasting any time.

Now most of the darkness that once completely covered the white space as far as they could see was compressed into one single part about the size of Sugarcube Corner.

The pure Chaos around it formed itself into a barrier around the remaining darkness as the chaotic chain reaction kept supplying the shield with power. A certain teacher of Chaos would be proud to see this variation of her technique.

At the moment the Nightmare was looking spherical with many different eyes on the main structure and countless arms, claws, tentacles and other appendages growing out of the lower part.

Both Discord and Fluttercruel directed the Chaos directly at the body before them and completely covered it with the energy. The Nightmare tried to escape but she couldn't move anymore. She was trapped.

The two Alicorns immediately started their incantation. Harmonic energy circled around them and the Chaos that was everywhere carefully avoided it. Then one by one the power of the Elements appeared around the two incarnations. The two sisters felt like old friends were returning to them.

Honesty circled around Luna as Generosity awakened in Celestia. Loyalty formed itself next to the ruler of the Night as Laughter came to the ruler of the Day. Finally Kindness floated around the incarnation of the Darkness as Friendship appeared again to the incarnation of the Light.

Pure Harmony radiated from the two Alicorns as the trapped creature let out an infernal scream. Nightmare Phobia put everything she had into breaking the Chaos around her.

Three tentacles ending in sharp spiked erupted from the black mass and broke through the barrier. One aimed directly at Fluttercruel still guiding the Chaos, the other two targeted Celestia and Luna who were both unable to move as long as they continued this part of the incantation.

Discord concentrated most of his remaining power into a blast of pure Chaos and fired it at the sharp weapon rushing towards his child. The tentacle continued forward into the energy. Slowly the Chaos began to erode the appendage and finally it vanished into nothing before it could reach Fluttercruel.

The other two tentacles flew past the Draconequus and right at the currently helpless Alicorns. Discord could hear two impacts.
This is the final part of a tribute to a series of fanfiction by :iconalexwarlorn: about the popular series “My Little Pony: Friendship Is Magic”.

At a place outside of the reach of mortals Discord and Fluttercruel had build their own world of Chaos. But now the darkest hour is approaching fast and Discord and his daughter are faced with an opponent they may not be able to overcome by themselves.

Please comment.

Previous: [link]

Next: [link]

music suggestions:

Celestia, Luna and Discord against the all-devouring Nightmare: “Megalith Agnus Dei” from Ace Combat 4 [link]

Celestia, Luna and Discord against Luna's shadow: “Finish the Promise” from Tales of the Abyss [link]

Alternate suggestion by BrightDark89: Celestia, Luna and Discord against Luna's shadow: Unbreakable Chains from Kingdom Hearts Birth By Sleep [link]

Many, many thanks to :iconkendell2: for Beta Reading this story and giving me countless great suggestions and ideas for it. I wouldn’t have been able to do it without you. Thank you for all your help!

23/11/2012 On alexwarlorn's suggestion I have changed the scene when Nightmare Phobia starts to affect the mortals in the end to show how much the odds were stacked against the ponies. Because of the changes the fourth part had become too large, so I had to relocate the beginning of that part to the ending of the third part. Could you tell me what you think about the changes?

MLP: FiM Copyright Hasbro.

This story even has its own page on TV Tropes! [link]
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BrightDark89 Featured By Owner Dec 21, 2012  Student General Artist
Here's a good song: [link] :iconpinkiepiepopcornplz:
ItsfromPeople Featured By Owner Dec 22, 2012
Thank you for the suggestion! The Kingdom Hears Series really has an amazing soundtrack.

I have added it to the list as an alternate music for the fight against Luna's shadow.

If you have any more suggestions, just let me know.
eric-emanwu Featured By Owner Nov 25, 2012
Hmmm, I actually enjoy the adjustments. It makes the whole thing seem much more drastic and urgent for the powers that be to finish the fight, given the difficulties the 6 bearers are going though.

But most of all, I still love the way Fluttercruel, daughter of Chaotic harmony, reads the last letter from her father, only to discover the final means to survive the onslaught of Phobia: chaos from chaos, infinite power. She cried for the trust her father puts into her hoof and claw, then, finally earns a cutie mark, seeing both kindness and cruelty as tools, and knowing that she IS a true daughter of chaos. And so, with this realization of self, she earned a butterfly in a chaos vortex, the greyness of her coat surrounded by the red of chaos, as well as green life inside. =)

So, the little girl freed her family, and the harmony spell was set to activate, but surprisingly, Phobia had one last trick, and tried to stop both chaos and harmony. Discord stopped her from breaking free from Cruel who was holding her down, but the other two hit, something.
ItsfromPeople Featured By Owner Nov 26, 2012
Thank you! I am glad to hear that the changes did make the situation more threatening and showed how much the mane six are suffering.

And I am very happy that you enjoyed Fluttercruel’s awakening as an incarnation of chaos. She is able to use Discord’s Chaos Wave in its perfect form and unlike the flawed version she saw earlier, its power is nearly infinite but not destructive. This is finally the moment when Discord and the Princesses regain a chance to fight against Nightmare Phobia.

But it is not quite over. The casting of the spell left Celestia and Luna open for attacks. Phobia saw this chance and took it.
eric-emanwu Featured By Owner Nov 22, 2012
The odd thing looking at this chapter is that I should see it as the logical growth of fighting power, but for some reason, it just stuck less. Perhaps it's because the stakes were grand, but seemed a bit less personal in the context of the chaosverse. Maybe it was also that Nightmare Phobia at first was reduced to an oroboros monster. Hard to say.

Either way, there was a couple of really cool moments, where we see the unleashed powers of light and darkness. Probably the best part was the black hole/supernova combo. Totally awesome. Also, the subversion again of the "distraction" was absolutely hilarious, especially in that the nightmare really shouldn't have fallen for that a second time, after discord dropped the moon on her.

The bit about evil monologues for 22 minutes was also chuckle worthy, and despite what some may say, phobia breaking into the real world is a way to show how her presence is dangerous for the mortals, and how dangerous she COULD be coming in, and how the will of the bearers can live through that.
ItsfromPeople Featured By Owner Nov 22, 2012
I think I know what you mean. For many people a battle for an entire world has less emotional impact then a battle for the friends by your side. But at the same time it is also a fight for the life of Celestia, Luna, Discord and Fluttercruel. If they loose this battle, they will loose everything. Then they will be forced to watch Equestria die and perish themselves. The Nightmare was actually smart enough to hide the fact that while insane, she could still think and plan. Only when they point it out does she reveal herself.

But I am happy to hear that you enjoyed certain parts of the confrontation. Both Luna and Celestia are very good with teamwork and some of their combination attacks were used against each other when they fought as Luna fell into madness. And eventually they combine their strongest attacks into a black hole/supernova combo. Discord managed to fight alongside them and bring his own powers into the mix and as this continued they all started to combine their fighting techniques.

And if you think about it, the “distraction” was an incredible bold move of Luna. It got her very close to Nightmare Phobia’s range and her most dangerous attacks and this was the reason that it worked. Not in her wildest dreams Phobia did see that coming from Luna.

I am glad to hear that you liked the part where the Nightmare started to enter the mortal world. Most of her is still here and busy with Luna, Celestia and Discord and her mere presence is nearly enough to kill every single living being in the real world.
alexwarlorn Featured By Owner Nov 17, 2012
"Is she… already gone?"

In other words just a mad animal?

"That is cheating. I love the idea,

Still Discord.

Then the shadows that were freed started to aimlessly walk around the white space.

Shadow of Starsong, "I smell a light of existence! I'LL DEVOUR IT!" (to note, when a shadow was actually speaking, the letters of their name would be crossed out).

From seeing the battle between Discord and the Nightmare Celestia knew very well how much Phobia hated the Sun Goddess.

Bad grammar.

Within seconds she fired her own beam of energy at the sphere and pushed it back into one of the heads.

I'm surprised she can still use other magic while charging up a move.

If the shadows were just wandering aimlessly, then they aren't exactly a threat.

Some of them immediately fled back into the cracks.

I thought they were wandering mindlessly before rather than trying to merge back with the whole.

red and black version of Nightmare Night smiling
red and black version of Nightmare Moon smiling

The incarnations knew this was likely just another trap to trick them into attacking this supposed weakspot.

That hasn't seemed her style so far.


YoU aTTaCKEd ME witHOUt REAson aND thrEW me inSIDE tHIs PRISon."

She's just insane.

"It is impossible to fight the end. You will realise that soon enough. But for now let us play!"

Sounds like some of Entropy slipped inside her.

"And that was Tom's contribution to this war."

0-0 I see what you did there.

I need to think more inside the chimney."


Instantly Fluttercruel stopped her charge at the few remaining shadows and teleported aside.



Majora's mask.

Not knowing if she could do anything, Rainbow Dash stood up and moved towards her door.

You think they'd be in more agony than this. This is supposed to be doomsday.
ItsfromPeople Featured By Owner Nov 18, 2012
“In other words just a mad animal?”

Not quite but her mind and personality continue to erode. As they find out soon, she is still able to attack strategically.

“Still Discord.“


“Shadow of Starsong, "I smell a light of existence! I'LL DEVOUR IT!" (to note, when a shadow was actually speaking, the letters of their name would be crossed out).”

Sometimes it is really hard to say what it creepier, the shadows not talking at all and showing no signs of what they were before or if they talk and it is clear how much of them is gone.

“I'm surprised she can still use other magic while charging up a move.”

Now that the seal is broken, they can use their full Alicorn powers and thinking about it Queen Cadence was also pretty good at multitasking magic in her battle against the corrupted six.

“I thought they were wandering mindlessly before rather than trying to merge back with the whole.”

I also wanted to show that even they didn’t react absolutely identically. While Rancor was born, some shadows tried their hardest to not be absorbed into her. Some shadows are confused, others try to attack and some try to flee. But in the end a huge mass of these shadows could make it impossible for the four to win this battle.

“That hasn't seemed her style so far.”

Actually she did try that before by transforming into Rarity after the construct did perish. Discord had to hold Fluttercruel back from charging right in. The Nightmare is able to think strategically, that is why the three don't buy her mindless monster act.

“She's just insane.“

And the sad part is that she had done that to herself. It was her own decision after being separated from Luna. There were other roads she could have chosen. While she is still able to think, she thinks only about how she can achieve her goals and nothing else.

“Sounds like some of Entropy slipped inside her.”

That is an interesting point. Considering that Entropy is the end, would that mean that all beings who have become Omnicidal Maniacs and have the ability to actually end a world (usually the power of Nothingness/Oblivion), would have a connection towards her? She would likely not care much about them but maybe see them as useful tools.

“0-0 I see what you did there.”

It was hard to resist that one.

“I need to think more inside the chimney.”

It was supposed to be an in-universe saying about thinking outside the box and a reference towards the Hearth's Warming Eve episode.

“Instantly Fluttercruel stopped her charge at the few remaining shadows and teleported aside.”

I have to admit that I know at least for now no better way to put it. Do you have a suggestion?

“Majora's mask.“

Very good! Yes, it is a reference to that and it fits very character perfectly.

“You think they'd be in more agony than this. This is supposed to be doomsday.”

You are right, I have changed that part. I hope it is better now.

Thank you for the long comment and for the corrections!
Kendell2 Featured By Owner Nov 17, 2012
Shadows never seemed to attack Gods before. And everyone here IS a God, or a Demi-God in Fluttercruel's case.
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