Princess Cadance looked in horror as she saw her beloved Shining Armor bow before the monstrous centaur known as Tirek. Every member of the Royal Guard did the same. They were no longer loyal to the Princess, nor to their own kind.

"Shining Armor! Please don't do this. I love you!" pleaded Cadance as tears ran down her eyes, "What did you do to him!" she screamed at the one responsible.

"THEY BELONG TO ME NOW…AS WILL THE REST OF YOU!!" Tirek bellowed.

Princess Cadance would not allow her husband to fall under an evil being's spell again. She tried using her Element of Love on him, but it had no effect at all; Shining Armor was beyond her reach.

"My love…" she cried as she hugged her husband, wishing this was not so.

Shining Armor turned to her and gazed straight into her eyes. He growled at Cadance as a beam of dark energy shot from his piercing, dark eyes right into her own.

The Princess could feel an evil presence enter her mind. She tried to fight it, but in the end, it was too late. When she came to, she stood by her husband, with the same eyes as his; she was now one of them.

"Cadance, No!!" cried Twilight.

"All Hail Tirek, the Supreme Ruler of Darkness!" yelled the now turned Princess of the Crystal Empire.

Twilight felt her heart sink even lower, for two ponies she loved dearly, were now servants of evil.


                                             *******


Princess Celestia was in shock to see her own niece become like the rest of the guard. An even more saddening sight was seeing her own student cry for those she loved . She spread forth her wings and took to the air.

"You will pay for this, Tirek! I will not allow you to harm my subjects, or my family, AGAIN!!" The Princess's horn powered up with the strongest magic she wielded, and shot it towards the centaur.

As the beam of magic came towards him, Tirek held out his hand to block it. The beam hit his hand, but did nothing. The Princess continued using her power, determined to vanquish this evil.

"HA! LOOK UPON YOUR PRINCESS, LITTLE PONIES," He announced to everypony in the wedding hall, "EVEN HER POWER CANNOT HARM ME!"

Celestia ceased her casting when she realized it was futile. She was now exhausted from using too much power, but she was able to still maintain her position in the air.

"YOU MAY BE THE PRINCESS OF THE SUN, BUT YOU ARE NO TRUE WIELDER OF THE LIGHT!!" Tirek chuckled as the other ponies were confused by his words. His gaze turned from the Princess to Twilight, "BUT I WONDER IF YOUR STUDENT IS ANY DIFFERENT!!"

The centaur aimed his scepter at the little lavender pony, preparing to turn her into a minion like her brother and sister-in-law. Twilight cowered in fear, and was unable to move. Her friends gathered around her to keep her safe, but would only find themselves in the path of the Darkness coming at them.

Princess Celestia, knowing her magic would not protect them, flew towards the beam of evil. She arrived in time to keep Twilight and her friends safe, but the Darkness hit her instead.

"Princess Celestia!!" They yelled as they saw the Darkness slowly engulf her.

"Twilight…" the Princess muttered weakly," Please…run…" The Darkness completely took her. Shortly after it vanished, and what stood before everypony was not the Celestia they knew and loved.

The Princess's eyes were dark like all the others that were corrupted. Her mane was now of a dark, fiery orange. She then bowed before the dark centaur and said these words with pride, "I am at your command, Tirek the Supreme!"

"Sister…no…" muttered the tearful Luna; she could not stand to see her sister become that which she was once.


                                            ******


Tirek could only laugh in amusment at the sight of everypony seeing their beloved Princess Celestia now a servant of the Darkness. He then snapped his fingers, causing his new soldiers to turn on the ponies within the room.

"NOW, TIME FOR THE REST OF YOU, TO BOW BEFORE ME!!" He snapped his fingers again, and the guards rushed at the other ponies, who started to run and scream in fear.

They tried to get away, but eventually the guards would catch them, gaze into their eyes, and the same beam would enter them, transforming them into a minion of Tirek. One by one, the once loyal and faithful subjects of Canterlot, became that which they had feared.


                                            *******


Twilight and her friends watched as everypony started changing from good to evil. They had to get out of there, but with so much happening, it would be hard to escape through it all.

"Twilight, hurry!, Follow me!" yelled Princess Luna as appeared before the Mane 6 and tried to guide them through the crowds, using what magic she could to keep the evil ones away.

Twilight, Applejack, Pinkie, Fluttershy, Rainbow, Rarity, and Spike followed  Luna as they made their way to the door.

Tirek noticed they were getting away. He stretched out his hand, pointing at them and shouted at his guards, "SEIZE THEM!!"

What ponies that were now transformed by the Darkness started to surround the Mane 6 and Princess Luna. Spike managed to get a little ahead of the group, but once he saw his friends trapped, he turned back and tired to get to them.

"Twilight! Rarity!" he yelled.

"Spike! Run, get out of here!" ordered Twilight.

Spike shook his head to what she said, "I'm not leaving you Twilight! I'm not leaving any of you."

Tirek then noticed the small dragon and grinned wickedly, "A DRAGON I SEE! HE WILL MAKE A PERFECT PET!!" He then aimed his scepter at Spike and another beam of dark energy came forth and made its way to the young dragon.

"Spike, Look out!!" screamed Twilight.

Spike gasped as the beam made its way to him. He tried to run, but it was already to late; he was hit and the Darkness engulfed him.

Twilight and her friends could only watch as their little dragon friend was being taken. They cried out his name, but their words could not reach him.

"Not my Spikey-Wikey!!" cried out Rarity.

Suddenly the Darkness cleared, and before them was not the same baby dragon: This Spike stood on all fours and was bigger; not a full grown dragon, more of a young adult sized. He had wings, a long tail, and the expression was the same as every other pony that was now like all the rest: dark and evil.

Twilight gazed upon the now evil dragon, and more tears formed in her eyes; her little dragon assistant was no longer the Spike she knew and loved. She cried even more as the evil dragon roared out loud, breathing green fire at the same time.


                                     ******


Princess Luna, Twilight, and her friends were now completely surrounded by everypony in the wedding hall. All whom were now minions of Tirek.

"NOW, MY LITTLE PONIES, YOU ARE NEXT!!" chucked the centaur of pure evil.

Nowhere to run, Princess Luna powered up her horn, "Stay close to me. I will not let him succeed!" she ordered at the six mares.

Twilight and her friends listened to the Princess and gathered around her. Luna focused more, and then all seven of them teleported out, away from danger.

The second they disappeared, Tirek bellowed in anger, which was followed by the loud booming sound of thunder and lightning, "RAAAGGGGHHHHHH!!!

"They will not get away, Master! We shall find them!" stated Shining Armor.

"NO. LET THEM GO." Tirek calmed down a little and looked upon everypony in the room, who were now his servants. "THEY WILL NOT GET FAR, NOR WILL THEY HAVE ANYWHERE TO HIDE SOON."

The Dark Ponies and Dragon all bowed before their new ruler and master, "All Hail, Tirek the Supreme!" Shinning Armor stepped forward and asked with his head bowed, "What next do you command of us, Master?"

Tirek snorted, "SEND ALL TROOPS TO PONYVILLE AND CLOUDSDALE! IT IS TIME FOR MY KINGDOM TO SPREAD THROUGHOUT ALL OF EQUESTRIA!!"

"As you wish, Master!" Shining Armor and the rest of the Royal Guard marched out of the Hall, ready to begin their assault.


                                            ******


At the edge of the Everfree Forest, a spooky place just outside of Ponyville, a small sphere of magic appeared. It then disappeared and in its place were Princess Luna, Twilight, Rarity, Applejack, Rainbow Dash, Fluttershy, and Pinkie Pie.

Though they were safe from Tirek now, they could find no words to speak; what they had witnessed had left them saddened and speechless.

Before any of them could think of what to do then, they all gazed up into the sky and saw before their eyes, the Pegasus guards flying high into Cloudsdale.

They then heard the sounds of screaming coming from within Ponyville; the Dark Ponies had invaded there as well.

Their gaze then turned towards Canterlot, as they saw their once beautiful capital of all Equestria starting to change into a darker, more evil looking castle.

"We have to do something!" yelled the worrying Rainbow Dash.

The others, although sad and afraid, agreed. But Luna shook her head sadly," There is nothing we can do. We must flee into the Everfree Forest. It is our only hope."

"But…But…" stuttered Pinkie Pie, who was unable to speak do to her crying.

They all looked at the Princess and they saw that she was right, as much as they hated to run from their home, they had no choice. They turned towards the Forest and made their way in.

Twilight stopped to look back at Ponyville one last time. She could hear the screaming again, only it was less then before, and she knew what that meant.

Princess Luna put her hoof on Twilight and looked at her, "There is nothing we can do. I am sorry."

Twilight sadly nodded, and joined the others as they galloped away.


                                            ******


Meanwhile, Tirek gazed out from the balcony of his new throne room, and watched as the Pegasus ponies made their way into the city within the clouds; the unicorn guards marched into Ponyville; and the captain along with his best troops stormed throughout Canterlot, changing everypony there into a servant of evil.

As the dark centaur stood there, with both his strongest minions, Spike and Celestia at his side, he aimed his scepter high into the sky.

The beautiful night sky became covered by dark storm clouds. Tirek laughed maniacally and yelled out for all to hear, "THE POWER OF DARKNESS, COME FORTH AND ASCEND. NOW BEGINS THE NIGHT, THAT SHALL NEVER END!!!"

As the storm clouds grew, the entire city of Canterlot began to change its form. Once it finished, it was Tirek's new fortress of evil, which he now named: Midnight Castle.