A long time ago, there was once a powerful sorcerer named Star Swirl the Bearded. He was gifted in the magical arts and crafted many spells. He enjoyed respect from his fellow pony, success in being a teacher at a prestigious academy, and luck whenever he used his magic to face a mighty foe. Since his reputation preceded him, it was not uncommon for him to have many admirers. Among them were Celestia and Luna, who Star Swirl took it upon himself to mentor after they survived a treacherous blizzard. Another such admirer was his own great-niece, Starlight Glimmer. As was expected, those who looked up to Star Swirl left their marks in history and/or impacted many lives. However, there was one admirer who changed the course of Equestria's history forever.

His name was Stygian, who hailed from an obscure little town. He was not talented in magic like Star Swirl was, but he revered the wizard for his wisdom and knowledge. Stygian felt that he had no place among his townsponies, so he packed his bags and set off for Canterlot, Star Swirl's home. When he arrived one winter's night, he tried to convince Star Swirl to take him on as an apprentice. But seeing Stygian's lack of powerful magic and want for a coveted position, Star Swirl believed that the unicorn was only seeking power and turned him away. Heartbroken and disillusioned, Stygian left Canterlot, never to return. Instead, he began his search for any magical relics that could make him powerful enough to be respected by both his fellow pony and Star Swirl. Little did he know that his quest would set off a chain of events that would have profound effects on Star Swirl, Equestria, and himself…

So the rumors were true. There was something unusual going on in Olden Hollow Shades, where many ponies once lived before its daughter town was established in a forest far from here. Stygian noticed that blood-red clouds hung over the village and the surrounding lands like a blanket of darkness. He had heard from other ponies that this strange and frankly ominous occurrence had started about a week or two ago. When Stygian considered possible causes for it, the only thing that came to mind was a solar eclipse that had happened around that same time. Word was that the unicorns' magic was so drained from raising and lowering the heavenly orbs, they lost control of them when the sun was supposed to be raised to usher in the dawn. Thankfully, he heard, Celestia and Luna saved the day and got their cutie marks in the process.

Many ponies were happy and excited that the alicorn sisters had gotten their cutie marks, but the news made Stygian envious of Luna and Celestia. After all, they had powerful magic and he didn't. They were Star Swirl's students and he wasn't. Well, maybe by discovering the cause of Hollow Shades' darkness and then eliminating it, he would get the recognition and respect he deserved. Then maybe Star Swirl would give him the chance he denied him when the unicorn first appeared on his doorstep.

Mustering every bit of courage he had in his body, Stygian slowly walked towards the bleak village. Fear gnawed away at him, but he did not let it deter him from his mission. All was quiet except for the soft clops of Stygian's hoofsteps. He looked from house to house, but all was bare and dark inside, devoid of any occupants. He wanted to call out to see if there was anyone still in Olden Hollow Shades, but it seemed to him that he was practically the only pony in the village at the moment. The lack of any life in the abandoned town made Stygian both lonely and scared at the same time.

When he got to the center of the village, Stygian's attention became focused on the pit with a border of stones surrounding it. His hooves touched the stone barrier and he leaned over it to see into the dark hole. What could it have been used for? It was much too large for it to be a water well and too deep for it to be a fire pit. So what was it?

Stygian called into the pit, "Hello? Is anyone there? Please, can you tell me –"

CRACK!

Stygian's breath caught as he saw the ground surrounding the pit beginning to crack. He tried to escape, but a large crack appeared before him. Within a matter of moments, Stygian screamed as he fell down to who-knows-where. He soon met the ground in a hard manner, knocking the wind out of him. His body ached as he lifted his head and gasped. He could not believe it – he was in a secret chamber below the village! Questions bounced around in his head.

What was this place?

What was it built for?

Why was it beneath Hollow Shades?

Was it part of a building that was destroyed long ago?

Stygian…

His ears perked at hearing his name whispered in the chamber. He looked all around for anyone who might've been there with him. To his surprise (and alarm), he found no one with him.

Stygian…

There was the hiss again! It sounded closer than before! Oh, where was –

In his frantic search to find the voice, Stygian's gaze met the lifeless eyes of a high-relief carving of a grotesque figure. His heart jumped at seeing such a strange and frightening creature, as if the beast got frozen in stone while it was phasing through the wall that held it. Stygian rose up and slowly walked towards the carving. Part of him wanted to study it, but another wanted to stay away from such a fearful stone image. The unicorn's curiosity eventually got the better of him and he saw the intricate yet intimidating features of the carving. Suddenly, the stone creature's eyes became lit with white light! Stygian yelped and took a few steps back from the carving.

"Stygian…" the statue seemed to hiss, "…why are you so frightened of the dark?"

The unicorn replied, "I'm not afraid of the dark!" He faltered as he added, "I'm more afraid of talking statues than I am of the dark."

The hissing voice chuckled, "I am not the statue. I am the darkness talking through the statue. I want to help you, Stygian."

Did Stygian hear the voice correctly? Did it say it wanted to help him?

"How could you help me?" he asked in a dubious tone.

"I know your desires. They are many. I can feel that your most heartfelt one is – or was – being Star Swirl's apprentice."

Stygian lowered his head as anger and sorrow roiled in his chest. "Yes, but he turned me away."

"And you know why that is? Because you're not powerful enough. In order to be worthy, you must possess magic of his caliber."

Stygian shot off, "I do not wish to be his apprentice anymore!"

"Oh?" the hissing voice asked in intrigue. "Are you perhaps looking to be more powerful than Star Swirl, to make him pay for the hurt he caused you?"

"What?"

"Yesss…I can give you more power than you could ever dream of! I can even give you the acceptance and respect that you were denied for so long." When Stygian looked as if he was hesitant to accept the voice's offer, the statue spoke again, "Come now, Stygian. Isn't it time everyone saw you as a powerful figure instead of a weakling stallion?"

The words "weakling stallion" got to Stygian. He had been called that so many times during his life in the village where he once lived. He knew he could no longer be the pony he was. The voice was right – it was time to become someone more powerful than he was before.

The statue seemed to detect Stygian's change of attitude, for it told him, "Yesss…Put your hoof on the statue, and you'll get what you desire…"

With almost no hesitation, Stygian put his hoof on the statue's face. The white light in its eyes disappeared a few moments before Stygian's own eyes were enveloped in a layer of black. The black magic then streamed out of his eyes like tentacles before wrapping around his body like a cocoon. The black, gooey cocoon grew from where Stygian once stood and large tentacles sprouted from its center. As sharp, holey wings began to rise from the mass, a loud and animalistic howl resonated throughout the chamber. When a pony-shaped head began to take form amidst the mass, its howl became a tortured scream, perhaps because of the pain the transformation inflicted upon the unicorn.

When he finally gained mighty legs to stand with, he was Stygian no more. He was now the Pony of Shadows.

AN: Just a little heads-up: updates won't be as regular as I would like on account of my final semester. However, I do not want another incident like with "A World Above", so I will do my best to manage my time between schoolwork and this story.