Oh my god i actually finished something!? The apocalypse must be upon us. Anyhow,due to all the hype i feel from Legends Of Everfree coming out next month i thought i'd write this. It's a small idea based of the Midnight Sparkle Returns Sneak Peak i saw and i guess you could say this is my take on where i'd like to see it go but know it probably won't. LOL I also do intend of having a voice acted reading of this done on my Youtube channel so that's something to look forward to i guess. Hope you guys like it!

-Voltaradragoness

All I remember was the harsh light that emitted from the magic I unleashed and the searing pain that wracked my body as the energy began to do something to me. I felt my whole body stretch as if I were getting larger. My shoulders wracked with pain as black wings sprouted from them and my head felt like it was going to split open as a deformed horn grew on my forehead. But then, everything cut to black. It almost felt like I had fallen asleep and was floating in an empty space. Even though I felt unnerved by the sudden darkness and silence, I somehow felt lulled by it, as if it was trying to keep me calm. After what seemed like an eternity, I heard a young voice pierce the silence.

"Twilight!"

My eyes flew open upon hearing it, and before I knew it, I was back in front of Canterlot High. My heart was beating furiously, and I felt my blood boiling. However, what I saw before me sent me into a full-on panic. Everyone from Canterlot High and Crystal Prep was staring at me in horror, and I saw that I was firing a large stream of cyan energy from my hands. The light that emitted from it hurt my eyes and they burned as I tried to halt the attack, but it seemed like I had no control over my body. At that point, I looked straight down and saw the source of the noise.

"Spike?"

I could only whisper it as the tears finally escaped my eyes. With that, everything cut to black again, but only for about a minute. When I came to, I realized I was now in a white void, and that I had full control, but what really caught my eye was who was before me. I couldn't help but twist my face in confusion. When she spoke, though, I realized who she was.

"Take my hand, Twilight. Let me show you there's another way."

She reached out her now gloved hand, but without realizing it, I had flapped my wings and moved away slightly.

"Just like someone once did for me."

My hands turned to fists as the tears came back again, but I decided that she was sincere and reached out with my own hand.

"Sunset Shimmer…"

As our hands were connected, I felt the darkness lift from me as the deformed horn dissipated in a flash of orange light.

3rd Person POV

Eyes flying open, Twilight quickly sat up in her bed, which sent Spike to fly across her shadowed purple bedroom.

"Augh! Twilight, what the-" he started, but stopped when he saw his friend's face.

She was gasping for air as sweat and tears streamed down her violet skin and landed on her bedspread, as well as her eyes being smaller than usual, indicating she was terrified. Seeing all he needed to see, Spike leaped back up onto the bed and licked the tears off her cheeks.

"Twilight! Are you OK? Speak to me!" he yelled in desperation.

He felt relieved when she blinked and her dull purple eyes went back to their normal bright natural tone, as well as her arms moving in to hug him.

"S-Spike...did I...knock you off of the bed again? I'm sorry…"

Sitting down on her lap, he shook his head. "You did, but don't worry about it. I'm more worried about you. Did you have that nightmare again?"

Twilight shuddered upon thinking about the one he meant, as she'd had that one two days ago. The cries of her friends and HER voice echoed in her head, as the tears started to fall once again.

"No, Spike... it wasn't that one. It was of the day that Sunset Shimmer defeated Midnight, and I took her hand."

"Oh...well, at least that one ended happily, right?"

"Yeah...still, though.. it felt truly terrifying...especially at the thought of hurting Sunset and the others. I really didn't mean any of it...but I doubt they'll ever truly forgive me." she whimpered,gripping Spike's pelt tightly,which caused him discomfort but he ignored it.

Spike then stomped his left paw on her leg which loosened her grip and stopped her from removing her bedspread. "They will! Stop putting yourself down! It wasn't you, and they all know it. Principal Cinch forced you to unleash magic your body couldn't control, and Midnight used that to her advantage. None of it had anything to do with you!"

Sitting on her bed's edge, she reached for her purple puppy and pulled him into a loving embrace. Much less uncomfortable than her previous interaction. "Oh, Spike, what would I do without you?"

"I don't even wanna know since it'll never happen." he said,matter-of-factly. Also giving her an adorable puppy grin.

Laying her beloved dog back onto the bed, she put her weight down on her legs and started to stand. But, once she did, the room she knew so well began to spin and blur in her vision. She held her head and groaned as she fell back onto the bed with a thud.

"Twily? What's wrong?" Spike asked,worried about his owner's sudden behavior.

"Auuugh...Just some slight vertigo, Spike. I'm alright," she responded, staring at the lavender ceiling and waiting for her vision to clear.

"What now?"

"Dizziness and blurred vision."

"Ah, got it. You sure you're ok? You look a bit pale."

"Spike I'm fi-" RIIIIING, roared her cell phone. She groaned again since she now had to reach for it. It ended with it hitting the carpet, though. Finally, after her sudden dizziness wore off she managed to stand and grab it to shut it up.

"Hello?" she asked into the device. She nearly dropped the phone again upon hearing the voice at the other end.

"Hey, Twilight!"

"Oh, hey Sunset! Uh, what's up?" Twilight answered, trying to hide the fatigue in her voice, which didn't work.

"Um, did you just wake up or something? It's almost eleven, and you're usually up at about 6."

This time, she did drop the phone in shock, which startled Sunset on the other end. Her shock turned to confusion as she heard Twilight panicking about how late she slept and since her voice was quieter she assumed she was pacing around her bedroom, she decided to continue holding it to her ear in hopes that Twilight would regain herself. However it went on for almost three minutes, and this caught the attention of the other girls who were with her.

"Uh, Sunset? Is she ok?" Rainbow Dash asked,bagel in her hand.

"I'm Not entirely sure. I mentioned that it was eleven because Twilight sounded like she had just rolled out of bed. Then, I think she dropped her phone and then started shouting."

RD blinked a few times and raised an eyebrow, but said nothing. She then shrugged and went back to eating her breakfast. Finally, Sunset had enough.

"Twilight! Calm down, would you? It's no big deal! It is Saturday after all,i woke up only an hour ago!" she yelled into the device,hoping it would regain her friend's attention.

Seconds later, she heard the phone being picked up off the floor.

"S-Sorry. My morning has not been the greatest but forget about that. What'd you call for?"

The flame-haired girl sighed and then replied, "I was gonna ask if you wanted to come to Pinkie's house for breakfast. We're all already here."

Surprisingly, there was silence, and this unnerved Sunset Shimmer. "Twilight? What's going on?"

The young scientist's voice immediately turned to panic again. "N-Nothing! I'm just peachy!"

"Twilight, you're not fooling anyone. Especially not me," she replied, adding a stern tone. She quickly regretted it, as when she finished, her friend hung up. Lowering the hand holding her phone, she slowly walked back to the table and put her head down.

"Darling? What's wrong?" Rarity asked, concern shining in her blue eyes.

"Twilight. She's... I don't know... she has just seemed so distant ever since the Friendship Games. I'm worried about her, but I never seem to say the right thing," she said, raising her head slightly.

"Is that what all the drama on the phone was about?" Rainbow asked, head in her hand.

"Oh...poor thing. Twilight still blames herself…" Fluttershy mumbled, squeezing her bunny.

"I know! No matter what we tell her, she still believes it was all her fault. I wonder why. Sunset?"

"Yeah, Applejack?"

"You both went through similar circumstances...do you have any explanation?"

Taking a deep breath, she sat up and took a bite of her toast. "Maybe not an explanation, but I do have a guess."

"Well?!" Rainbow Dash demanded. "Lay it on us!"

Swallowing the bite she took, she sighed again. "Alright, well... while she is acting similarly to how I was, there is a significant difference. She's...hurting more." she said,attempting to explain although she felt she was failing.

"Yeah, talk about depression. Not even my best cake could cheer her up!" Pinkie Pie exclaimed.

Sunset shook her head and motioned with her hand. "Let me finish Pinkie. While I had to suffer in a similar fashion, I'd had previous experience with magic, being that I was a unicorn in Equestria before I came here. The Twilight from this world had never been exposed to it before."

"Ah, I see what you're sayin'. You mean that, because she had never used magic before, she's taking more time to recover from it."

Sunset nodded. "Yes, that's what I mean, Applejack. Although, there is another thing I've been wondering about…" she trailed off.

"What was that, dear?" Rarity asked.

"Oh, nothing. Just wondering how I can help her. That's all."

"You mean how WE can help her! We're going to do whatever we can to cheer our friend up. After all, we've already forgiven her. Now she needs to forgive herself like you have!" Rainbow exclaimed, standing and slamming her hand on the table.

Sunset and the others chuckled as a glass of orange juice tipped over and spilled all over Rainbow's hand.

"Augh, gross! Pinkie!"

"Paper towels are under the sink."

"Forget those! Where's the bleach?!"

Applejack facepalmed. "Rainbow, don't bleach your hands…"

"Why not?!" she answered in frustration, still freaking out. "This stuff is disgusting!"

As Fluttershy went under the sink and retrieved the paper towels, Sunset turned away and laughed in mid-facepalm.

"This is what you need to see, Twilight. Then, maybe she won't haunt you anymore."

Sunset Shimmer's POV

About an hour later, after Rainbow Dash was done with her freakout, we all decided to head to Twilight's house and talk to her. Once we arrived, we rang the doorbell, but no one answered, so I tried calling her name.

"Twilight! It's us! Can you open the door?" I yelled, cupping my hands around my mouth.

Not long after that, we did receive our answer, but not from who we were expecting.

"Guys! Is that you?"

"Spike? Yes, it's us. Is everything alright? Where's Twilight?" I answered.

"No, everything's not alright! After she had hung up the phone, her eyes glazed over, and I fled in terror, as they looked like Midnight Sparkle's! From a distance, I saw her lock the door, and then she went back into her room! I tried to get in, but then she locked that door too!"

"What?!" Pinkie Pie yelled. "Unlock the door then!"

We all turned to give her a look. "What?"

"Pinkie, I'm sure if Spike could've unlocked the door, he would have done it by now." I said,dully

"Oh right, the short puppy thing…"

Massaging my face with my hand, I leaned against the door so I could hear the dog better.

"Spike, are there any loose bolts or anything that could enable us to get the door down?"

There was a moment of silence, and then Spike answered, "I think so, but it's hard to tell. It's kinda dark in here."

"Outta my way!" I heard Rainbow scream behind me. I barely had time to throw myself out of the way before I saw her bash herself into the door and then bounce back like a rubber ball.

I grunted as i hit the hard pavement on my left side and felt my arm,thigh,and leg burning. I actually felt my body seize as i was in pain from three different places.

Through my now blurred vision and lightheadedness,I saw Fluttershy glare at the tomboy as she started to help me up. It wasn't easy with both limbs not working quite right.

"Urgh...Rainbow, can I have a little more warning next time?" I snarled, rubbing my bruised and cut arm.

"Well, how else are we supposed to get in?!" she snapped back, getting in my face.

"For starters, I think getting some tools would be better than running headfirst into it!"

"Where are we gonna get tools, Mrs. Know-It-All?!"

I was about to fire back with another response, but I saw Applejack trying to pull RD away while Rarity nudged me away, causing me to grunt as she accidentally hit my injured area.

"S-Sorry, dear. Wasn't sure exactly where you were hurt."

"Ugh, don't worry about it, Rarity," I assured,letting the fire in my enraged heart die out. Looking back at Rainbow, I sighed. "Look, I'm sorry, Rainbow. I'm just really worried about her."

"And you think I'm not?!" she yelled, whacking Applejack in the face, causing her to recoil and let go of her.

"Ow!"

"I hate seeing her so upset, just like how I hated seeing you so upset. I'd do anything to end it…"

As she started saying those loyal words, we noticed a familiar glow emit from her, and we realized that she was ponying-up.

She took a little longer to notice, but she did, once her light blue wings appeared.

"Alright! Let's see what chance that door has now!" she yelled, her wings flapping to charge her speed.

Regaining my humor, I leaned towards the door again. "Spike, you might wanna move."

"You don't gotta tell me twice!"

"Hyyyyaahhhhhh!" she yelled, as she flew right into and through the door, knocking it clean off the doorframe.

"It'll be interesting explaining that to Twilight later," Rarity worried,stepping over the splintered purple wood.

"Well we can worry about that later, she needs our help!" I yelled, as we all ran inside with Spike close behind.

"Spike, which room is hers?" I quickly asked the purple pup.

"The one with the pink star on the door!"

I skid to a halt upon seeing the star, but this caused everyone else to run right into me, sending us barreling into the wall at the end of the hall.

"Ow...this is gonna ruin my outfit…" Rarity whimpered.

"Can you all get off me, please?!" I tried to yell, but found it hard since I was being crushed under five teenage girls. Once we all collected our thoughts and untangled ourselves, we decided to walk into Twilight's room.

3rd Person POV

The minute the girls walked in, they saw their friend laying on the carpet floor next to her bed, which sent everyone into a panic. Sunset Shimmer quickly ran over and got on her knees to hold her friend up.

"Twilight! What's wrong? Wake up!" she yelled, shaking her. Unlike the others, her panic did not come from seeing Twilight unconscious. It came from what she felt emitting from her.

"You know exactly what this is, don't you?"

Sunset's eyes shrunk upon hearing that voice echo in her mind. "Demon Shimmer…."

"Yes...you thought you were rid of me, huh? Well, like always… you were wrong."

Dizziness began to cloud Sunset's vision again, and she felt her new wounds starting to burn worse than before. Laying Twilight down, she attempted to stand by using the bed as support, but her hands couldn't get a grip on the blanket or anything else. The others were finally alerted when she let a groan escape her mouth and she hit the floor face-first. Although since it was carpet,she wasn't hurt further.

"Sunset? Are you ok?" Fluttershy asked, her small voice hiding her fear. as she tried to help Sunset up again.

"I... don't... Ungh...!" she exclaimed, as a sharp pain became known in her head. This caused her fall back, but luckily, Rainbow and Applejack were fast enough to catch her.

"Sunset, what's wrong?"

"I don't know...my head...everything...hurts…"

"YOU DO NOT KNOW THE MEANING OF PAIN!"

"Augh!" she yelped as the pain became more intense,mainly in her head.

The two girls turned to the others, silently asking what they should do with their eyes all bathed in worry and concern.

"Fluttershy and Pinkie Pie, you two get Twilight off the floor and onto the bed. Applejack and Rainbow Dash, you set Sunset in that chair over there." Rarity ordered,hearing their silent plea.

All nodded and proceeded with their orders. By the time they were placed, Sunset seemed only vaguely aware of her surroundings, as her eyes seemed to have glazed over and her head and wounds throbbed painfully.

Pinkie Pie made a face and got close to hers, holding up three fingers. "How many fingers am I holding up?"

However, Sunset was still aware enough to give her a look and a response. "Three. Look, Pinkie, I'm fine."

"Yeah, sure you are. Now, what's going on?! I want answers, darn it!" Rainbow demanded.

Flinching at the girl's volume, she sighed. "Alright, fine. Demon Shimmer...she isn't gone, and I don't think Midnight Sparkle is, either.

"Say what, now?" Pinkie Pie stammered,falling onto the floor comically from shock.

"I'm serious, Pinkie Pie. Ever since the day you all stopped me, she's haunted me, and that's why I couldn't help but mope around about it. She wouldn't stop pestering me about how it was my fault and how i should let her take control again to end my pain."

"Well,i'm sure as heck glad you didn't!" Rainbow Dash exclaimed,as she hovered above the girls.

"You said, 'she haunted me'. Does she still-" Applejack started to ask.

"Well, I thought she was gone. After I ponied-up during the Battle of the Bands, I didn't hear from her again. I figured I had finally gotten rid of her, but when I got near Twilight, her voice came back, and then that's when the pain hit. Trust me; I'm just as confused as you are."

"So, what should we do?" Rarity asked.

Sunset gazed at her sleeping friend. As her eyes suddenly flashed back to life, she quickly stood up. "I've got an idea."

The others watched as she walked over to the bed and knelt down next to it,while Demon Shimmer's voice echoed in her mind again and made sure her throbbing body wasn't spared for a second.

"You idiotic child,what can you hope to accomplish? You can barely help yourself! Let alone...HER..." the last word came out as a snarl,but Sunset ignored it.

"Sunset? What the hay are you doing?" Applejack asked.

"I wonder...ungh... Daydream Shimmer was what brought her back...so what would happen if I ponied-up? Would it do the same thing? Or at the very least, help her?"

"I see what you mean, dear, but one thing that we've learned about our magic is that we can't just make it happen whenever we want." Rarity pointed out.

"To be honest, I'm still not sure how it works," Rainbow added.

"Well…" Pinkie began, gaining everyone's attention. "We've found that our elements and personalities have something to do with it. Like how Rainbow is ponied-up right now from expressing how much she wanted to help Twilight. In other words, she showed her loyalty."

"And like when I pony-up after expressing kindness to my loving animals," Fluttershy added,realizing where Pinkie was going with this.

"Exactly," the pink girl beamed.

"So what does this mean for us right now, Pinkie?"

"Well, what I mean, Applejack, is that, maybe for Sunset to pony-up, she needs to express her element, so to speak."

Sunset thought about this for a minute and even Demon Shimmer was perplexed at the idea. "It's true what Pinkie's saying, but I don't have an element. Sure, I express Loyalty and Honesty among the rest, but that's just because I learned it from them,plus hitting me with those rainbow lasers probably helped. What is there about me that adds to friendship, other than what's already there?"

"How about Blind Ambition? Seems fitting I'd say."

"Would you just shut up already!?"

She expressed these questions to the girls, but they fell just as silent as she did. It was a tough question to answer. What did Sunset Shimmer add to friendship? Then, as if it were an angel whispering the answer, Fluttershy spoke a single word.

"Forgiveness."

"What?" Sunset heard her Demon question.

If everyone and not just Rainbow Dash were ponied-up, their ears would have shot upwards at the statement.

"What was that, Fluttershy...?" asked Sunset.

"F-Forgiveness...that's what I think your element is."

"Forgiveness..." she echoed,realizing that Demon must have been caught off guard since the burning sensation began to fade.

Applejack suddenly snapped her fingers upon hearing it. "Of course! It should've been obvious! All this time, you've been trying to forgive yourself for what you did, and we had to forgive you!"

Sunset seemed unsure about it. "Guys...that's not an existing element. At least...i don't think it is."

Rainbow slammed her hand on Twilight's desk causing Sunset to flinch again since she still had a headache. "Who says it has to be? Besides, the fact that you can Pony-Up too says to me at least that it could be one."

"It makes sense to me! In my opinion, it should be an Element of Harmony, since it seems to be an essential ingredient in the friendship cake since all friends make mistakes!" Pinkie exclaimed, licking her lips at the thought of cake.

Despite being distracted again by the voice in her head, Sunset listened intently. She seemed to learn something new all the time. Right now was no exception.

"I never thought about it like that. I had always assumed that the Elements were fixed at six. I didn't think there could be anything to add. Then again, Pinkie has a point. Friendship is kind of like a cake. It's wonderful the first few times, but over time, it becomes less satisfying. When you add more ingredients, suddenly, it tastes even better than it did before."

She still couldn't help but feel the shadow that loomed over her. She grimaced at the thought of others having to deal with that kind of suffering, yet here she was, sitting next to another victim. Shaking her head to clear it, she stood and shut her eyes.

"I have to stop thinking about it. The more I do, the worse things get. I'm sick of having to deal with it, and I just want it to end. Twilight, you and I may never truly forgive ourselves, but…" Her thoughts trailed away as her cyan eyes shot open with the fire that burned in her heart.

"They've forgiven us!"

With that, the girls knew she had done it. The same glow that enveloped Rainbow Dash earlier was now surrounding Sunset. The young girl smiled to herself as her ears and ponytail appeared through the shimmering light and her Demon's painful influence faded away.

"I can help you now, Twilight."

Twilight's POV

I'm not gonna lie; I was terrified. After I had hung up the phone with Sunset, I felt vertigo come on again but this time it ended with me being thrown into this...damn place... As I floated in the chilling purple nothingness, I waited for her to appear and I didn't have to wait long.

"Hello, Twilight…"

As the monster known as Midnight Sparkle slowly flew into my view, her dark wings stretched across my entire field of vision. Clenching my teeth, I let a feral growl escape my throat.

Her face was blank, but I stopped growling when I saw something hidden in it. Was it... curiosity? Or maybe it was confusion. Regardless, I was still displeased, so I just crossed my arms and maneuvered myself so that I was facing away from her.

"Oh, what use is that, Twilight Sparkle?"

"I don't have to look at your ugly face, that's what." That was...half true. I also just didn't want to look at such a twisted and psychotic reflection of myself.

"I can see right through your facade. You don't think I'm unattractive; you think I'm scary."

My breath hitched as I heard her say that. "How did she-"

"I… I do not!" i retorted,trying to keep the brave facade she was seeing through like a glass window. However that faded in an instant when she suddenly appeared right in my face with her flaming glasses and horrid gaze inches from my own terrified one. Clearly she didn't understand personal space.

"Well, let me tell you, you SHOULD be afraid of me. After all, I want you gone so I can obtain the magic I so rightfully deserve."
her voice echoing louder than before and expressing pure insanity.

Stretching my legs out, I decided to give her a piece of my mind. "You don't deserve anything! Also, for your information, I do NOT fear you!"

Her eyebrow went up, but her face remained blank. Then, she got even closer, causing her fiery glasses to burn my face. As much as it hurt, I wasn't willing to give her any satisfaction, so I just bit my tongue and held back the tears. I thought my act was convincing until she smiled and got even closer. After what felt like ages,with sweat pouring down my face, I couldn't take the pain from the heat any longer, and I finally gave her what she wanted: a scream of pain.

As I screamed, I shoved her away, and on reflex, I covered my injured skin, which I assumed was burned beyond belief. I also thought she saw the tears falling between my fingers, and that was why I heard her laughing again.

"Supposedly you're very intelligent, Twilight. Why is it that you cannot learn this simple lesson? You cannot just ignore me like a fly on the wall. I will always be here...living in the darkest corners of your mind, until you give in, and let me take control."

For a split second, I actually pondered giving her control so Sunset could stop her, but then, a thought occured to me...what if she couldn't? What if somehow,Midnight overcame her and the others? I'm not one to make the same mistake twice and i doubt she is either. I could never live with myself again. All I wanted was to curl up into a ball and cry my heart out as the image of that very event happening became to clear in my head, but being that I was floating in nothingness, I couldn't; However, all the heartache I had vanished in an instant when another voice echoed throughout the vortex.

"Leave her alone, Midnight Sparkle!"

Both Midnight and I quickly turned around,and i was amazed at what i saw. Like when she stopped Midnight the first time,she had turned into something beautiful. Her flame-like hair had gained a long extension and she had gained animal-like ears that replaced her normal ones. She also had a beautiful orange glow surrounding her which contrasted the dark purple she was floating in, but both of our reactions were different though. I was overjoyed, but Midnight's face held unchained fury and slight fear. Noticing this, I tried to get to Sunset while she was distracted, but I was stopped when she roughly grabbed my arm, almost like a mother scolding and pulling their child away from something.

"Midnight, let her go right now!" Sunset Shimmer yelled, as her voice echoed creepily in the place like Midnight's.

"Or what?" she replied in a snarky tone while holding me up by the arm and squeezing tightly,which led me to letting out a small squeal from the pressure.

In response, Sunset shut her eyes for a moment, and when she reopened them, five small balls of light appeared around her. To prove her point, she motioned her hand toward Midnight and the light blue ball flew and struck her in the face, causing her to recoil and drop me as well as causing her cyan glasses to flare brighter in rage. You can imagine, I floated over to Sunset faster than a bullet. Then, I hid behind her.

"Urgh...Sunset Shimmer, was it? Humph, a lot of darkness is in you, unlike that Daydream Shimmer that stopped me before. Why is it that you can harness such magic with that holding you down?"

I was expecting Sunset to answer Midnight, but instead, she turned to me. "Because I overcame it. Just because there's a darkness in my heart, doesn't mean that it has to restrain me. Especially from my friends."

I analyzed her words carefully. After all, it gave me so much to think about! Although I would've thought about it longer if Sunset didn't pull me away so suddenly. I was about to bark at her, but then, I saw that Midnight was firing her cyan blasts at us. After the fifth blast, we couldn't get out of the way in time,so i pushed Sunset to the side and let it hit me. Midnight burning my face with her evil fiery nerd glasses was nothing compared to this. The beam struck me in the abdomen and it sent me barreling quite a distance away from the other two. Black dots and cyan static danced in my vision as i felt like i was gonna throw up from how much it hurt. Maneuvering myself carefully,i managed to get off my back and back into a standing position but that proved to be yet another mistake I'd made cause all it did was intensify the pain.

"Engh...Sunset!" i tried to yell out,as i held my stomach in hopes the burning would ease.

It only came out as a pitiful wail however as it began to throb. Using what consciousness i had left i pulled up my shirt slightly to check the damage but,i was surprised when i saw no blood. It was just singed skin. That's when i finally remembered that it was just a dream. Forcing myself to breathe through the still burning wound,i scanned the area and found the two other girls. They had started an all out beam fight and from the noise i heard Sunset making,i didn't think she was winning. I couldn't help but start to panic again as i felt my fears were coming true,but somehow i had gained enough determination to shove them away and replace them with; "I will not let you do this to my friends again!"

Sunset Shimmer's POV

After being shoved out the way, i watched in horror as Midnight struck Twilight with a harsh beam of dark energy. I cringed at hearing her pain-filled scream echo throughout the hazy hallucination. Even Midnight hadn't expected it to be so blood curdling,although i doubt she had any. After all,you need a heart to have blood. Letting my rage fuel my magic,but not in a way that would unleash Demon me,i moved my hand forward towards Midnight as a way to direct the beams of Loyalty,Honesty,Laughter,Kindness,and Generosity into one rainbow laser and fire it at her. She was ready though,as this place seemed to provide her with endless power. She launched two cyan blasts from each hand as a swift counter attack. My equine ears flew back against my head as i tried to force the power back.

My breathing became quick and forced and soon it started to sound like i had just tried to keep up with Pinkie Pie on a sugar high as i shoved as much power as i could muster forward in an attempt to stop it from hitting me too. My breath soon got caught in my throat as my heart struggled to keep up with the strain i was putting it through and i even started to feel a warm liquid dripping from my nose and into my mouth. Realizing it tasted like metal,I began to panic. My head was starting to pound louder than my heart and i was starting to feel sleepy as my body was crying out for my to stop. I thought in less than a second, I would be getting a taste of my own medicine, but then I heard Twilight cry out again. Not in pain, but in defiance.

The violet skinned girl had suddenly appeared next to me,gripping her stomach in obvious pain and i wasn't surprised. I'd figured she'd be in worse shape considering she took that blast head-on,but she slowly began to let go of the area and she began to straighten herself as she floated over and above my head.

"Twilight...*wheeze* are...you...?" i tried to ask,but considering the shape i was in,i shouldn't have even tried.

"Sunset,you were right. I can't just hide away and let do this to me. YOU HEAR ME MIDNIGHT!?"

I would have had shock on my face if i hadn't been so exhausted,when i felt the stress of her magic begin to fade. Had Twilight surprised her?

Being that i had the chance,i halted my attack and hunched over to catch my breath. My chest hurt and like what Demon had done before,my whole body was throbbing painfully. It actually did remind me of the time when Twilight defeated me. Back then,after i was blasted it felt the same way. I didn't have much of a chance to think about it though,cause boy did Midnight have rant to give us.

"You ignorant little! You think you can just disrespect me like that and get away with it!? I can do whatever i please and there is nothing you,those damned girls or this pathetic weakling of an Equestrian can do about it!"

Finally gaining enough breath and energy to form sentences,i looked up at Twilight. "Boy,i really hope you mean what you say,cause i don't think i could ever stand hearing that all the time."

Twilight smiled,probably amused i could crack a joke at a time like this,but i needed to see her smile. I'd seen her frown enough today.

"Now is not the time for 'conjuring' jokes Sunset. We need to end this,now."

I quickly straightened up and laughed at her bad pun,but cleared my throat as i knew she was right. To be honest,i was so relieved at her taking charge. I needed that Twilight back,but i could see that Midnight had clearly had enough. Her eyes blazed with fury not even my Demon could top and without hesitation,she charged and another beam using her horn and fired it,laughing madly.

Taking a deep breath,i tried to conjure the beams of light again,but all it did was take my breath away again. "Aw shit!" i swore in my thoughts. "What am i gonna-"

"Midnight." i heard Twilight speak simply in a calm tone. She got in front of me again and before i could stop her,she shouted;" YOU ARE NOT HURTING MY FRIENDS AGAIN!" the echo now aiding her voice in being terrifying. A light then shone so bright i had to shield my eyes to avoid blinding myself.

"AUGH!" I heard Midnight scream. I let my eyes open slightly and what i saw nearly made my jaw drop.

Twilight had Ponied-up! The ears,wings and ponytail were all there although there was one difference,black swirled markings around her eyes. To top it off though she had managed to conjure a magical blast that put mine to shame! A shining rainbow path was etched through the cyan with all but one color being recognizable. Unlike my own previous attack,there was one extra color. Red. Not only did i feel pride at myself for that,but i felt plenty of it for Twilight too. She was overcoming the fear that held her down!

"You are NOT getting away with this,child! I will not be ended by a pitiful creature like you!" Midnight bellowed,obviously losing the fight now that Twilight had regained her confidence. I smiled,rolled my eyes and moved myself above Twilight.

"You brag about how you're so smart,Midnight...so why can't you see she's way stronger than you'll ever be!?" i bellowed back,hoping to give Twilight the last push she needed. She looked up at me with a warm,yet confident smirk and turned back to her fight,this time she started to push back Midnight's power like i did. We heard one more scream from the demon as Twilight's power overcame hers and vanished into the abyss,taking her with it.

I then practically threw myself onto Twilight in a death hug.

"Twilight! You…You did it!"

I felt her hug back tightly. "I can't believe it! Twilight, I...I'm so proud of you!"

She continued that confident smirk,and i loved seeing it to be honest. "Thanks Sunset,I can't take all the credit though. You're the one who came to save me."

I rolled my eyes again. "You saved yourself,Twilight. Don't even bother saying otherwise or I'll tell Pinkie Pie you were the one who ate all her cookies last week."

Twilight pushed my away playfully. "You wouldn't dare! She would never leave me alone!"

"I would. Now let's get outta this awful place. The girl's are waiting."

Twilight's POV

I slowly opened my eyes and saw that I was back in my bedroom, with the girls looking over me. Their expressions were filled with worry and i even saw that Rarity had tear streaks on her face,indicating that she had been crying, but once I smiled, they looked more than relieved. In fact, Pinkie Pie almost suffocated me in another death hug. It was then that I realized that I had not only ponied-up in my dream, but in reality too, as I still had my ears, markings, and extended hair. Still smiling, I turned and saw Sunset still asleep, so I shook her gently. It was then that her cyan eyes opened. We both smiled at each other, but then her face turned to curiosity.

"What is it, Sunset?"

"Twilight, you can see…"

"Yeah? And?"

"You're not wearing your glasses!"

My heart skipped a beat as I turned to my bedside table. Low and behold, there they were, just sitting there.

"Would ya look at that! It looks like when you pony-up you don't need your glasses, Twi!" Applejack exclaimed.

"This is AMAZING!" Pinkie shouted. "I call party and sleepover at my place!"

Rarity chuckled. "Pinkie Pie, dear, maybe we should give Twilight a second to wake up fully before-"

"I'm alright, Rarity. Thanks, Sunset and you guys. I'll get some things together and meet you guys outside, alright?"

"Alright! Come on, guys!" Rainbow Dash yelled joyfully, flying out of the room. It was only then i noticed she had Ponied-Up too.

I couldn't help but laugh; how could I not? The girls were pretty funny.

"Oh, and by the way, Twilight... you might need to get a new door."

I turned to my flame-haired friend with a curious look.

"It's best if you don't ask."

I started laughing harder. "I'm sure it's a riveting story that you can tell me on the way to Pinkie's."

Sunset chuckled, "Yeah. I'll give you some privacy. See you outside," she said, as her magic dissipated and her features vanished.

"Sunset?"

At the door, she turned to me. "Yeah, Twilight?"

"Really, thank you."

"You're welcome, Twily." She beamed with a wink and with that, she left the room, shutting the door behind her.

Still in my magical state, I saw Spike come out from under my desk. "Twilight! Is everything back to normal?!" he yelled, jumping into my arms.

Taking a deep breath, I held him tight. "Things will never be truly normal, Spike, but at least I won't be upset anymore."

He looked at my ears and face, and I assumed my black markings told him what I meant since he just licked my face and fell asleep in my arms.