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Mane Twelve by ponydesigner

The Mane Twelve Chapter 3 - The Change


Nightmare Chaos' presence had now filled the skies with dark clouds. The wind started to pick up and the birds suddenly ceased their singing. Death gazed left and right, at the sudden change of the conditions, then turned to Nightmare Chaos.

"This world is sensing the change. It senses your change..."

"Allow me to start this, Master." Pestilence stepped forward and raised his hoof. He clenched it and when he let it loose again, a small locust appeared from inside his fist.  "Now my child..." The locust spread its wings and flew towards Ponyville. "Feed...

As soon as he said his final word, a massive swarm of locusts, thick enough to paint the sky black, rushed from behind him towards Ponyville with the speed of gale force winds. The locusts begun tearing the small town apart, eating and destroying everything in their path, living or not. 

"Be it dead or alive." Pestilence smiled at the mayhem. "It doesn't matter. Not to the endless hunger of the locusts."

Famine's lips had stretched back, forming a wide grin that revealed his moldy teeth. A drool of saliva ran down the side of his mouth. "Save some... for me... Pestilence... I want to feast... the fresh ones...they're calling me...!" Famine barked with desire, still struggling to spit out his words.

Nightmare Chaos looked at the town with a cold stare. "I am not interested in the consequences of this town. Famine, do as you please. The rest, come with me. My dear sister is waiting."

"I call her execution!" War shouted. "I want to be the one to separate her head from her shoulders. My axe... it thirsts for her blood!"

"Be that as it may… it is but a part of the grand scheme of things. Her soul is already dead as it is." Death's golden eyes glew brighter.

"Alright!" War punched his breastplate, letting out a war cry. "Forward!"

The five Alicorns slowly started walking towards the city...


Ponyville was now being ravaged by locusts that ate everything, even ponies, that were unfortunate enough to get caught in their path. Twilight Sparkle took the lead and gathered every Unicorn in Ponyville together. It all happened so fast. She would never think something as horrible as this would happen. She ran to the edge of the town, denying to accept the fact that ponies were dying around her. She just kept looking forward. Behind her, every Unicorn she could possibly find that was still alive.

"Unicorns... together!" Twilight's horn begun glowing.

As soon as she finished her sentence, all of the Unicorns gathered their Magic Energy and started forming a shield around the town, with Twilight as the one to channel it. If Shining Armor can do it, so can I... The shield shined brightly. The locusts inside the town felt the Magic Energy pierce them and then vanished, disintegrating to thin air. The ones outside the shield could not enter and every time they'd try, they would share the same fate as the locusts inside.

"Hold your Magic Energy levels steady ponies...!" Twilight gritted her teeth. The Magic Energy was too much for her to channel but she wouldn't back off. Not in a situation like this.

Famine's grin did not disappear. He crawled in front of the Alicorns, sliding his tongue out. "Food..." he muttered to himself and opened his mouth widely. Cracking sounds could be heard from his jaw as it opened even wider than the average jaw, tearing his flesh apart. A loud shriek came out, piercing the ears of the ponies inside the forcefield. A gigantic centipede-shaped creature crawled from the inside of his mouth and charged with great speed at the little village.

Twilight looked at the monster in shock. Sweat was running down her face. The creature collided with the shield and kept hitting it, trying to bite it with its thousands of fangs. Twilight let out a nervous chuckle. It can't pass the shield. It fends off forces of evil... she thought to herself with slight confidence. 

Suddenly, the creature revealed a second pair of jaws, with fangs twice the size of the original ones and struck the shield one more time, the fangs successfully going through it. It chewed on the Magic Energy and kept slashing through it with it legs. The shield shattered into huge pieces. Twilight let out a scream of pain and fell on her back. The shield disappeared and the swarm flew in, continuing from where it left off. 

Famine grabbed the monster's tail with his teeth and begun chewing on it, slowly slurping it back in his mouth. No matter the size, Famine was able to swallow it all with a single gulp. He let out a sigh of satisfaction. The hoof that only had its bones intact was slowly covered with flesh again. 

"So much... Magic Energy..." He ran towards one of the Unicorn corpses and grabbed one of its hooves, tearing it off with brute force. "More..." He chewed on the hoof. "I want... more..." He gulped and bit the pony's other hoof off, feasting on it. His appearance was changing, with his bruises slowly disappearing and his coat turning into a brighter shade of green.

Twilight Sparkle panted heavily. She tried getting on her hooves, but she felt so tired. I can't just give up. Not now... The sounds of hooves crossed her ears. She raised her head to face the image of a dark stallion above her. Twilight's eyes opened wide with fear. The Alicorn looked at her with a cold stare, his red eyes piercing her skin. 

"Worthless..." His voice, as cold as his stare, echoed in her ears as he walked past her. The ponies behind him followed.

Twilight pushed her one hoof against the ground and rolled over. As she raised her upper body with one hoof, she could see the image of the Alicorn fading. She gulped. As she slowly found her courage, she got up. She raised one of her front hooves. It was shaking. Who... was that...? And why did he feel so... familiar? She thought to herself. She shook her head, trying to forget these thoughts. Right now, the safety of the surviving ponies came first. She heard the voices of the Royal Guard calling for all ponies.

Retreat! Run to Canterlot! Take as many ponies there as possible! May the Princess of the Sun be with us all!

Fire had broken out and every humble house and shop fell, one after the other. Nightmare Chaos walked past the destruction, surrounded by bright flames. The image of the purple mare he saw on the street flashed on his head. He closed his eyes and stopped walking. Along with him, so did the Ponies of the Apocalypse.

"Heh... Heheheheheh..." He let out a weak chuckle as he lowered his head, resting his hoof on his left eye. The image of the mare kept flashing in his head, her image getting clearer with every flash. Nightmare Chaos suddenly raised his head, letting his hoof drop. 


His left eye begun bleeding again, the liquid running down his cheek, dripping slowly onto the ground. His red eyes glew under the flare, forming a look worse than a demon's. They transmitted a radiant spark that danced in the redness of his eyes. His laugh was calm, controlled, yet it still transmitted a sense of fear. Death's cloak waved from the small current of wind.

"This turn of events... the mare..." He turned his head and looked back, at the flames. His golden eyes turned to look at Nightmare Chao's maniacal hysteria. "The irony of it all..."


Twilight had just arrived to Canterlot along with her friends and the surviving residents of Ponyville. Celestia's guards had started setting up a barricade in the middle of the town square and spread the word for everypony to go there for protection, under the statue of Princess Celestia.

The guards spilt their duites. Some had armed themselves, ready to face the enemy. Others provided moral support to ones that lost loved ones. Others barricaded the entrances. But it was still dangerous. The swarm that had struck Ponyville was now heading to Canterlot. The guards at the barricades fended them off with Magic. A guard was suddenly struck and fell to the ground. It was only natural for the others to panic. The locusts took over and slowly devoured the guards. The last guard standing had covered himself with a spellshield but he himself did not know how much time he had left. He looked at the distance. He could notice figures coming towards him. He took a step back. Before he could turn away to run, one of the figures launched itself at him and collided with his shield. It raised its head and broke through, biting away a chunk of his neck. The green Alicorn looked at the guard struggling to breathe with a wide grin and eyes full of desire.

"I need your power!" Famine screamed at him and chewed off his neck, splitting his head with his bare teeth. He looked at the cloudy sky, the chunk of meat still in his mouth, dripping blood from both sides. His eyes glew as he let it down his throat, swallowing it whole. He quickly licked the blood from the side of his mouth with his long tongue.

"So... this is Equestria's finest guard…" War looked at the piles of dead guards with an unimpressed look. "Pathetic." A crimson flame burned behind him and his giant, golden, double-sided axe floated behind him. He slowly walked over to a group of ponies that hid in a nearby alley, huddled together in fear.

"Scream ponies... Shout my name!" He yelled as he raised his axe and quickly brought it down, splitting one of the ponies in half. Blood splattered all over his armor. The group started screaming and crying. Help! Help! Murderer! War's eyes flashed. "This is true fear! This is so exciting!" He lifted his axe again. Four of the Princesses' guards suddenly attacked him.

"Too slow!" War yelled as he quickly swung his axe, connecting it with the throats of all guards. They fell to the ground, choking on their own blood.

"Got you!" A voice was heard behind him. 

War turned around to see a guard in midair, ready to strike him down with his sword. The swipe connected, slashing War on the shoulder. The guard pulled out his blade and stepped back, letting out a grin. It was soon gone as War raised his axe, a large grin on his face. 

"I'll show you a real hack!" 

As the guard was about to turn around and run, he felt a heavy swipe on his left shoulder. Before he could realize it, his entire left shoulder was gone, along with his lower body. He fell to the ground, his two split parts painting the ground red. War kicked the small pool and licked the blood off his hoof.

"This is exciting!" War waved his axe to the side, cleaning it from the blood.

In all the commotion that was caused by War, the ponies inside the barricade had started to riot out of fear and pushed through, destroying it and fleeing randomly about, at city that was now a twisted mess of locusts and fire. Nightmare Chao's eyes could be seen glowing as the fire spread through Equestria. 

Canterlot was now completely defenseless. The Mane Six were struggling to survive and tried to pull themselves together.

"Girls, go to Celestia. I'll try to hold them." Rainbow Dash said to her friends.

"No, Rainbow, ye'r gonna get killed out there." Applejack replied, trying to hold her friend from killing herself.

The cyan blue Pegasus looked down and then turned around. "I know..." she replied as she spread her wings. "But if it's to save Equestria," She turned to Applejack and gave her a confident smile. "I'm gonna do -"

Rainbow Dash suddenly felt a gigantic slash coming through her chest, making way for a gigantic scythe to rise, lifting her in the air.

"RAINBOW DASH!!!!!!!!!!!"

A pony in a dark cloak walked forward from behind her. As he revealed himself from all the chaos, his mask could be shown, his golden eyes sending a chill down the ponies' spines.

"It's rather a pity." He turned to the Pegasus with the Rainbow Mane. "Such a proud pony, to be killed from its own arrogance."

Applejack gritted her teeth and stormed towards Death, with tears running down her cheeks.

"Applejack no!" Twilight yelled at her. "That's what he wants!"

Death eyes grew thinner and, with a sudden move, grabbed her by her throat, raising her with ease. Applejack struggled to breathe.

"Feelings of love...? Anguish...? Because it is pity you feel."

"Sh... Shut up..." Applejack could hardly spell, struggling to keep breathing.

Death looked at her and let her neck go. The orange mare fell down. She coughed  for air and tried to get her breath back. Death lowered his scythe and pointed his hoof at Rainbow Dash.

"You wish to avenge her." He rested his hoof on his chest. "Fight Death... fight me... hate me..."

Applejack got up and looked at him in the eyes, wiping some dirt off the side of her lips. Twilight took a step forward, putting her hoof on the pony's shoulder.

"Applejack, listen to me. We must save Equestria. And the Princess can bring her back. I know she can-

Applejack pushed her hoof away. "No Twi. She can't. Imma stay. I'll... I'll fight for my friend." 

"B-but Applejack-"

"Runnin' away from yer problems ain't gonna solve them Twi." Applejack slightly raised her voice at her, not looking back. Twilight took a step back.

"The hatred in one's soul is what drives them to fight mare. I admire your spirit, letting your hatred towards me rise."

"No. It's not hate partner." She felt the front of her cowboy hat. "It's honesty."

Before Applejack knew it, Death was right in front of her. She looked at him in sudden shock. She tried to raise her hoof, to attack him. Her fear got the best of her. She looked at Death in the eyes but now, she was afraid of him.

"Look at me little pony... look at Death in the eyes." He lowered his head, leaning closer to hers. His eyes shifted, the golden look disappearing. Nopony else b Applejack could see what they had changed to. And what she saw caused her to let out a scream of fear.

"VANISH TO THE PITS OF EVERLASTING DAMNATION!" Death grasped her by the shoulders and lit himself on fire, burning Applejack along with him. 

The remaining Mane Six, Twilight Sparkle, Rarity, Fluttershy and Pinkie Pie cried out for Applejack as they watched her burn and scream in pain. Both ponies vanished in a matter of seconds. Fluttershy burst into tears and fell on her hooves.

"It's useless. It's all useless..." She whimpered, covering her face with her hooves. She suddenly felt a hoof on her shoulder. She slowly turned around, hesitating to look at the pony. "R-Rarity...?" 

The white Unicorn looked at her with worry. She reached for her hooves and slowly raised her, wiping the tears off her eyes. "It's over if you give up now dear." The mare replied.

Fluttershy looked at her for a moment and then nodded as she dried the remaining tears herself. "It's never too late..." She said with minor determination.


Inside the royal Canterlot castle, the Princess of the Sun, Celestia, looked outside of her window and watched her ponies suffer, one after the other, as the number of deaths slowly multiplied. The dead ponies were countless and yet, she didn't do anything. She just kept looking outside. She closed her eyes and let herself think. The door behind her suddenly burst open. She opened her eyes and turned around with a calm look in her face. A figure walked out of the smoke. A pony with a royal look, just like hers.

"My my Celestia, it has been a while now, hasn't it...?" The stallion's words were calm and friendly.

"It has indeed been some time... Pestilence."

"Is everything okay my dear? You sound... upset." He had a warm smile on his face. Celestia didn't reply, and only looked at him. "One really needs to ask... are you honestly worried for them, or do you just wish to watch the world burn, like me?"

"I don't wish to be a monster like you Pestilence, and we both know as much."

"Oh but I'd like to beg the differ my Princess." Pestilence kept the smile on his face, even though he sounded more serious now. "However, your reply does leave me with a rather obvious question. Am I really the monster? Or is it you...?" Celestia closed her eyes and lowered her head. "Oh Tia, he has twisted you all too much, that we can't really save you now..." 

The Princess of the Sun didn't seem to pay attention to him anymore. Pestilence looked at her in wonder. He slowly approached her. "Is something wrong Tia...?" He lowered his head, trying to look at Celestia from the same angle. "Did I strike a nerve?" His voice was sincere. He words made him sound as if he really did worry. "Do you wish for me to apologi-"

Before he could finish, Celestia pushed him back to the wall, her hoof holding him tight by his neck. His golden olive branch fell to the ground, rolling over to the corner of the wall. 

"You irritate me..." The eye that wasn't covered by her colorful, silky mane, stared at Pestilence, its purple color replaced by a crimson red flare, a flare full of hate.
"And I like killing ponies that irritate me..."

Pestilence looked at her and let out a weak laugh. "Ahhh," He stopped his laughing and looked at her straight in the eye. "Such irony... You really are a fool, my little Tia..."

There was a weak grunting noise from behind her. Celestia turned around but before she knew it, Famine opened his jaw widely and sunk his teeth into her flesh, gnawing her shoulder. Celestia screamed in pain and let go of Pestilence's neck. Famine sucked on her blood, making Celestia feel dizzy. 

"ENOUGH!" A voice was heard from the distance.

Famine immediately let go of Celestia and moved away, letting her fall to floor. The Four Ponies of the Apocalypse gathered and Nightmare Chaos stood in front of them, above the Princess. Celestia tried to keep her breathing steady. She looked up, at Nightmare Chaos and let out a weak smile.

"It really is you... you're back..."

"You're pathetic Celestia." Nightmare Chaos gazed at her, his bright red eyes looking at hers. The burning red color in the Princess' eyes was still there. "You confessed your sins to Pestilence. Now, confess them to your Ruler..." 

Celestia didn't reply. Instead, she gave him a weak smile. "No matter how hard you try, you'll never surpass me. Even my sins are greater than yours..."

Nightmare Chaos gritted his teeth. "What do you know about sins?!" He yelled at her and kicked her in the stomach, making Celestia spit out blood. "Atone for them then! Ask me for salvation then! Admit your mistakes!" His eyes had opened wide, the bright red colour in them burning like a forest fire. He stomped his hoof on her neck, pushing it against it. Celestia struggled to breathe. "But no, you're not the sister I knew. My sister didn't have sins, you monster!"

Death grabbed Nightmare Chaos by the shoulder and pulled him back. His hoof left her neck. Celestia coughed, spiting out even more blood out of her mouth.

"Hate in you grows stronger with every minute young Alicorn. But anger can be converted, if you let it be."

Nightmare Chaos sustained his hate and backed off. He looked at Celestia and nodded for War to come forth. "You're not my sister..."

War raised his axe, ready to strike. 

"I'm sorry..." Celestia let out her sentence in the form of a whisper. Nightmare Chaos' eyes opened wide. "I'm sorry, that I couldn't atone for what I did to them..." Her look had calmed down, the fiery red color in her eye fading. The purple had returned. 

"Wh-what are you talking about...?!" Nightmare Chaos fell on his hooves and got close to her. "What do you mean sister?! What are your sins?!

Celestia couldn't speak anymore. Her lips moved, but words didn't come out. Nightmare Chaos looked at her with eyes full of shock upon understanding what she wanted to say. War's axe fell down and separated her head from her body. Blood spilled on the walls and on Nightmare Chaos' face. Nightmare Chaos looked at his sister's dead body. The aching pain in his eye returned with the form of a minor twitch but he didn't care. He stood up and closed his eyes, letting out a weak chuckle. 

"She's dead... it's dead..."

Not even a minute later, the rest of the remaining Mane Six ran in the room only to see Nightmare Chaos standing over Celestia's dead body. Twilight Sparkle looked at him in shock. It's him... Twilight froze. Nightmare Chaos turned his head around to reveal that it was covered in blood. Twilight looked with wide-open eyes as her mouth began to shake.

"You are Twilight Sparkle..." Nightmare Chaos spoke to her as he turned his whole body around. Twilight looked at him in the eyes, noticing the left one bleeding. 

"N-No... it can't be..." Twilight Sparkle muttered to herself.

His coat begun letting out steam as his dark colour leaked off of him like paint, revealing a dark blue colour underneath it, just a little lighter than the colour of his mane. Nightmare Chaos' blank expression soon cracked up a wide grin.  

"You're the Element of Magic?! Then why don't you bring her back?! Use your Magic to bring her back to life! Have your revenge with it!" He hit his chest with his hoof, taking a step forward. "Attack me! Strike me down! Hit me! Fight me!! Kill me!!! Avenge her, you worthless Element!"

"Darling, sorry about this..." Rarity looked at Twilight as her horn glew and the ponies vanished into a flash of light.


Now, the usual sounds of birds chirping and fillies playing were replaced by the sounds of torture and death, of screaming and pain. The land was stained red with blood under the new rule of the Ponies of the Apocalypse. The New Chaos Republic was reborn and giant battle fleets covered the skies. The streets were empty. Everything was under the presence of an everlasting night, under the light of an everlasting full moon. All hope was lost...
Part 3 is here. The project belongs to :icondarklyo: and I, along with :icondranlu: are currently writing it.
This chapter was written by :icondranlu: and I gave the finishing touches.
Hope y'all like it.

P.S. No OCs in this chapter apart from Grafix. We wanted to make the situation seem impossible for the Mane Six to handle.

Ch1: [link]
Ch2: [link]
Ch3: [link]
Ch4: [link]
Ch5: [link]
Ch6: [link]
Ch7: [link]
Ch8: [link]
Ch9: [link]
Ch10: [link]
Ch11: [link]
Ch12: [link]
The End: [link]


Aaaaaaand another Chapter re-written
I think the characters' motives and ideals are better portrayed in this re-write and I believe I will be able to develop the villain better this way, as I'm evolving him the right way this time and am revealing pieces that are extremely important to question.

Cover is from the epic :iconempressofsakura:
Add a Comment:
HeartfireBurn Featured By Owner Apr 7, 2012  Hobbyist General Artist
Pretty freaking boss if you ask me.
ponydesigner Featured By Owner Apr 8, 2012  Hobbyist Writer
HeartfireBurn Featured By Owner Apr 8, 2012  Hobbyist General Artist
All of it. Good job.
ponydesigner Featured By Owner Apr 9, 2012  Hobbyist Writer
Lol thnx but some credit goes to :icondranlu: as well
HeartfireBurn Featured By Owner Apr 9, 2012  Hobbyist General Artist
Of course.
InternationalTCK Featured By Owner Apr 7, 2012  Hobbyist Digital Artist
ponydesigner Featured By Owner Apr 8, 2012  Hobbyist Writer
Is that a 'I like dis shit' or a :iconmegustaplz:
InternationalTCK Featured By Owner Apr 8, 2012  Hobbyist Digital Artist
Both. ^^
ponydesigner Featured By Owner Apr 8, 2012  Hobbyist Writer
YEAH :squee:
Dranlu Featured By Owner Apr 7, 2012  Student General Artist
you took what i gave you and made it 20% cooler for sure! i love what you did with the shields that unicorns created and how you send pestilence to celestia first because after his main assault he just kind of dissapears haha, i didnt know what else to do with him
ponydesigner Featured By Owner Apr 7, 2012  Hobbyist Writer
Lol thnx
Good job to you too 'cause I love how you made all of them react accordingly
We're in this together mon :iconbrohoofplz:
Now let's see what :icondarklyo: will think
darklyo Featured By Owner Apr 7, 2012
O_O ... did you just do that? you did not just do that. i may not be a brooni but i know the full impact the violent death of a main character can have on a fan base, well guess what, your gonna finish what you started and you well not change a thing, i have to know how this ends
ponydesigner Featured By Owner Apr 8, 2012  Hobbyist Writer
'Cause shit just got real
darklyo Featured By Owner Apr 8, 2012
Add a Comment:

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