Author's Notes: After reading this chapter you may think you know where I'm going with this, but rest assured, I'm certain there will be a few twists left to share in this tale. Anyway, I trust you'll enjoy what there is here as the Mane Six and their Shadow Pony Counterparts do battle with one another in a match of wits, wills, magic and so on. Poor Applejack, I'm afraid she'll be a bit tied up by the end of this. *SNICKERS*

Rarity gasped as she regained consciousness – her eyes beheld a terrible site – her entire shop had been repainted a garish purple and green somehow within mere moments. Tentatively she climbed to her hooves and glanced around. Finally she found a mirror and she teetered on her hooves about to faint once again.

"Simply divine," Diamond Clash informed coming up beside her with a broad smile.

"My hair!" Rarity shouted. "My beautiful, lustrous, hair!" she stared at herself in the mirror willing it not to be so.

"What, don't you like the buzz cut look?" Diamond Clash asked innocently.

"You!" Rarity bellowed whirling on her dark cousin. "You have committed a crime, neigh, a travesty against fashion and style that can not go unpunished," she informed her horn beginning to glow. "You may have magic, but you know nothing of how to wield it in the name of elegance!" Rarity broke into a smile and pulled one of her privacy screens over.

Diamond Clash took a nervous step back – this wasn't what she'd wanted to happen – and she didn't entirely trust that gleam in Rarity's eye. "Perhaps I should have just grabbed the Element and ran," she muttered to herself as a comb began clawing at her tangled mess of a mane.

Pinkie Pie laughed gaily as she presented the Element of Harmony to Rocky Road. "This is going to be so much fun," she said.

Rocky tentatively plucked the jeweled necklace from her 'cousin's' grip. Her eyes snapped shut and she waited for what was to come. Confused when nothing happened she opened her eyes and stared at the necklace. "That wasn't what was supposed to happen," she said.

"Silly," Pinkie told her bouncing up and down with excitement. "You have to wait until all six of you touch them at the same time," she reminded.

Rocky flinched. "Oh, this can't be good," she said.

Pinkie stopped bouncing and frowned as she eyed her doppelganger. "What's that supposed to mean?"

Rocky sighed and trotted over to the window. "Pinkie, if the others haven't gotten theirs yet we're going to be in real trouble," she said.

Pinkie shook her head. "Nope, it's just what happens."

Rocky stomped a hoof frustratedly. "Why do we have to be the ones who know things?" she demanded.

Pinkie smiled genuinely and patted her evil self's shoulder. "Awwww don't be sad, Rocky, and don't ask questions we can't know the answers to," she told her.

Rocky frustratedly whirled on her 'other' and glared dangerously at her. "Don't be so serious! You're not supposed to be the serious one!" she snapped tears of anger brimming up in the corners of her eyes.

Pinkie grinned. "Not unless my friends abandon me," she agreed with a succinct nod.

Rocky screamed and galloped out of the room.

Pinkie watched her go somberly and then turned to the remains of her first Shadow Pony birthday party. "This is the part that always brings me down," she admitted with a soft sigh. "Cleaning up."

Fluttershy watched Shutterfly as the silver coated Pegasus flew away with her Element necklace – she'd given it to her as demanded because – well it was the right thing to do. She couldn't very well be expected to fight this strange pegasus pony who looked eerily similar to her.

Fluttershy slowly got back to her hooves from her current position hiding under the table. "I hope everything will be alright," she said. "My friends might be hurt," she thought aloud as she cleaned up the mess Shutterfly had made.

Fluttershy suddenly noticed the gloomy and foreboding clouds gathering above the Everfree Forest and let out a tiny whimper. Something just awful was happening – she just knew it – she needed to get to Twilight fast, she'd know what to do. Twilight always knew what to do.

Taking wing Fluttershy rushed for Ponyville intent on finding her friend to warn her.

Rotten Apple frowned slightly as she too noticed the ominous looking storm front gathering over the Everfree Forest – she was closer and could see where the source of the storm seemed to be originating from. She didn't like it.

Her mission had to be completed quickly now so she could race back to Nightmare Moon before something unexpected happened. "Say, cous, got any fancy jewelry here abouts?" Rotten Apple asked casually.

Applejack frowned. "What in tarnation ya need ta know that for?" she asked eyeing Rotten Apple out of the corner of one eye as they trotted along to the barn.

Rotten Apple grinned. "Oh no special reason, just thought we could get off on the right hoof, maybe share some bits and baubles for the welcome shindig you're gonna throw fer me," she told Applejack.

Applejack flicked her tail. "Welcome shindig? Missy you're lucky I'm lettin' ya even stay for tonight," she told the green coated mare flatly. "There's somethin' about ya I just don't like," she stated honestly.

Rotten Apple glared at her 'cousin' mutely for all of five seconds – and then broke into a maddeningly calm smile. "Gosh, I just thought, ain't I a member of the Apple Family?" she asked sounding hurt and confused.

Applejack rubbed her mane briefly in concentration. "Well, ya say ya are, but I ain't ever heard a ya before," she reminded.

Rotten Apple laughed. "Ya ain't heard o' me?" she repeated. "Well, rightly so, I ain't exactly been around fer longer than… Well that isn't really important, we're family, thick and thick," she told Applejack.

"Shouldn't that be through and through?" Applejack wondered mystified at the strange turn this conversation was headed.

Rotten Apple smirked and suddenly lashed out with a hind leg.

Applejack crumpled to the ground in a sudden heap a groan escaping her lips as her hat fluttered through the air.

"Ah meant what I said, cous," Rotten Apple stated with a broad smile. "Now, if'n we're through with all this here shady business, time ta get what I came for, and ah'm afraid ah'm gonna need to interrogate ya to find that Element necklace," she told the unconscious Applejack. Bending down she slung the orange coated mare onto her back and trotted quietly into the nearby orchard. Left behind on the ground was Applejack's favorite Stetson.

Twilight's horn flared brightly as she tossed a nearby item at her evil cousin – she was beginning to feel a little strained – they'd been tossing spells and items at one another for the past thirty minutes and neither of them seemed to be getting the upper hand.

On top of that Spike had vanished.

Twilight stared intently at Midnight. "Why did Nightmare Moon create you? How did she come back? Tell me!" she commanded.

Midnight shook her head. "Secrets for another time, cousin," she told her heroic counterpart.

Twilight really got mad at that – her horn began to glow twice as brightly as before.

Midnight Gleam suddenly found herself floating in the air trapped by Twilight's telekinesis. "Impressive," she told Twilight.

Twilight panted slightly. "Are you going to talk?" she asked.

Midnight considered her options a thoughtful expression on her equine features. "Well," she started to say. She was interrupted however when a rainbow blast rushed past followed quickly by a gloomy looking streak of grey and red. "Apparently Shadebow found her target," she observed.

"You mean there are more of you!" Twilight blurted in stunned curiosity.

Midnight nodded. "Of course, did you think she'd be content with possessing only one Element?" she asked mockingly.

"Fluttershy!" Twilight said protectively.

"Probably a quivering pile of feathers by now," Midnight bragged knowingly. She smirked.

Twilight let out a primal scream and suddenly her eyes turned white.

Midnight shied back from this display – or as much as she could, trapped as she was – she couldn't believe the level of power she was detecting from the other unicorn.

Without warning a massive rainbow colored explosion lit up the sky followed closely by a shadow rainbow explosion – Midnight felt something inside of her as she caught sight of this strange and unique occurrence – and she effortlessly broke free of Twilight's grip.

Twilight glared at her sending a wave of mystical energy at Midnight.

Midnight blocked the untrained assault with power of her own – reaching into Twilight's mind she stole the location of the tiara and – using her newfound abilities – summoned it to her. "A pleasure, Twilight, we must do this again some time," she told her before her horn began to glow and she teleported away.

Twilight shrieked in agony and fear as she lost total control and Ponyville itself seemed to tremble with her rage as the ground shook.

Thirty minutes ago Rainbow Dash had been lazily resting on a cloud high up above Ponyville when something disrupted her. Glancing around after being knocked for a loop the blue coated pegasus tried to find the culprit that had knocked her out of her perch.

"I swear if that Ditzy Doo is…" Rainbow trailed off as she found herself staring at a red pegasus with black and grey mane.

"It's about time, I should have checked up here first," the pegasus said.

"W-W-Who are you?" Rainbow demanded. She glared at the other pegasus who had stolen her face – and it was her face – if she'd been a little more wicked. A little less caring towards her friends.

"I'm your new cousin, Rainbow Dash, you can call me Shadebow Dash, the real best flyer in all of Equestria," Shadebow boasted.

"No way!" Rainbow said her tail made a cracking sound on the breeze as it snapped sharply through the sky. "There ain't nopony better or faster than me!" she stated.

"Wanna race?" Shadebow asked. "Or are you too chicken to prove your boasts?"

Rainbow's cheeks flushed hot with anger. "Put your wings where your mouth is!" she said frustratedly.

Shadebow laughed. "And away we go… But if I win this race you have to fork over your Element of Harmony," she said.

Rainbow stopped short – the Elements of Harmony were special and her's was only meant for her – if she lost this race she would be in so much trouble with Twilight and Princess Celestia. Then again, she wasn't about to lose. "Bring it!" she scoffed.

"I have her," Shadebow whispered. She took off in a flash.

"Hey!" Rainbow shouted after her. "That's cheating?"

"Says who?" Shadebow called back with a chuckle. "No way you're gonna catch up with the Shadebow!"

Rainbow fumed and started off like a rocket. "We'll just see about that, Shadebow," she said sticking her forelegs out and beginning to build up speed as the wind whipped about her body in a hurricane level frenzy.

The two raced back and forth trough Ponyville's sky and the town itself – darting back and forth in a large circle – Rainbow and Shadebow were evenly matched sometimes one would pull ahead of the other, but it didn't last long.

Rainbow was starting to get really frustrated – nopony was supposed to be able to keep up with her – there was only one thing she could think of to do to beat this show-off brat. Banking suddenly skyward she rushed further and further into the sky.

Shadebow frowned as she continued keeping pace with her Celestia blessed counterpart. She hadn't expected this race to last as long as it was. And now Rainbow was pulling off some kind of surprise trick – well two could play at whatever game she was up to, to try and tire her out – mimicking her motions she kept pace and brought her front legs forward.

Rainbow smirked. "No way can she pull off a Sonic Rainboom," she thought to herself – estimating that she'd reached the desired height she whipped around mid-air and power dived.

Shadebow quirked a brow quizzically at Rainbow's move. "What is she pulling?" she wondered concerned. "No matter! Anything that pony can do I can do better," she bragged snap-turning in the air as Rainbow had done and trailing after her.

Rainbow felt a bead of sweat on her brow – she closed her eyes to stop it from interfering in her move – and so she missed seeing the lightning bolts starting to dance in front of her outstretched hooves.

The energy crackled and built up – Rainbow's special ability to generate the Sonic Rainboom was unique to her – it had won her the Young Flyers Competition in Cloudsdale and had dazzled the young fillies and colts of Cloudsdale back when she performed it that first time.

However it had also tied her to her friends before she even knew them – with exception to Fluttershy – the Pegasus she'd been trying to stick up for from those jerks. The Sonic Rainboom was special – and with a burst of sudden speed she managed to unleash it again above the skies of Ponyville lending a tiny bit of hidden magic to Twilight during her struggle with Midnight Gleam.

Shadebow wasn't about to be upstaged by any cheap tricks though – her mimicry of the special move had allowed her to build up momentum enough to complete a Sonic Rainboom of her own – except Shadebow Dash was a Shadow Pony. Created by darkness and Nightmare Moon. By unleashing a Sonic Shadeboom she didn't simply trigger a burst of gloomy color in the sky and a burst of sound capable of shattering glass.

She triggered what some could only liken to an apocalypse level threat. All across Ponyville the Sonic Shadeboom spread out – like ripples in a pond – the tiny transparent dark rainbow on her flank that resembled a tattoo – or birth mark – began to glow. It sent an unknown level of magic through the link to the other five ponies.

Inside the Carousel Boutique Diamond Clash managed to break free from Rarity's magic and took off the Element of Generosity in her telekinetic grip.

Rarity – her mane cut down to her scalp practically and her coat a garish combination of purple and green shouted after her. "This is far from over!"

Shutterfly felt a surge of energy build up in her wings and she sped up towards her destination – the Everfree Forest – or at least its outskirts.

Rocky Road collapsed onto the road leading out of Ponyville – her mane curled up into a bouncy looking style similar to Pinkie Pie's and she started to laugh and laugh and laugh – she couldn't help it. She wrapped her legs around her midsection and tried to hold her sides to stop them from hurting so much. "I… H-H-Haaaaa-Haaa-Haaa-Hate Laughing!" she cursed.

Rotten Apple felt a burst of strength as well and she finished trussing up her honest counterpart. Tugging the ropes extra tight so they bit into her flesh a little bit harder than she might otherwise have intended. "Now why don't ya wake up, dear cousin?" she asked tossing a bucket of cold water in Applejack's face.

Sputtering at the sudden assault Applejack blinked slowly to refocus her eyes. "W-Wha' happened?" she wondered. Finding herself tied up rather tightly she noticed Rotten Apple standing close to her. "Thunderin' horse feather! What are ya doin'?" she demanded struggling in vain to free herself from the tight bonds.

Rotten Apple smiled innocently. "What I'm doin' is simple, cous, I want that there Element of Honesty and I aim to get it with yahr help or without," she stated matter of factly.

Applejack stared at her in shock. "Well I'll be hopped up higher than a kangaroo," she said not really making much sense, but not truly caring. "Who are ya, really?" she demanded.

Rotten Apple's smile changed into something a lot darker and more sinister. "Yahr worst nightmare, cous, ah'm the black sheep of this here Apple Family, which means… Ah don't care if ah hurt ya," she finished whispering the last part into Applejack's ear before she whipped her across the hindquarters with her tail. "Now gimmie what I want!" she hollered.

Applejack's head sunk slowly in defeat. "Alright, yah win, Rotten Apple," she told her dark cousin. "If ya want that dang thing so bad… Yah can find it in mah room," she said.

Rotten Apple smiled. "There, now was that so hard?" she asked plopping her hat onto Applejack's head. Turning she trotted off towards the house.

"Here now! Ain't ya goin' ta untie me?" Applejack demanded frustratedly.

Rotten Apple paused to think about it – or at least appeared to. "After I get what ah came fer, then maybe I'll untie ya, but until then… Keep the hat, it suits ya better'n me anyway and I've developed a sudden fondness fer this one right here," she told Applejack as she scooped up her Stetson from the ground and sunk it onto her head.

Applejack saw red. "Gimmie mah hat back!" she shouted.

Rotten Apple stuck out her tongue. "Ah don't think so," she said. Turning around again she started to trot off.

Applejack bucked at the cords tying her to the tree, which was what she was tied to. But it was no use, the ropes were too tight and every time she strained against them they bit painfully into her hide. "When ah get out o' this ah'm gonna make you sorry you did this," she promised tears starting to sting her eyes.

Midnight Gleam of course received a burst of magic through the strange link shared by the six Shadow Ponies – it gave her the strength to counter Twilight's intense primal burst of power – and also allowed her to snatch up the tiara.

Shadebow however got a rush to her head and she slowly came crashing down onto a nearby cloud – her head was spinning so much with what she'd somehow triggered – Rainbow Dash was nearby panting and almost out of breath.

"So who won?" the blue furred pegasus asked.

Shadebow shrugged her haunches. "It was a tie," she decided.

"Ha!" Rainbow shot her a smug look of victory.

"I said it was a tie, you didn't win anything!" Shadebow snapped back.

"Well… so what? Neither did you," Rainbow teased sticking out her tongue.

Shadebow's eyes narrowed. "I still need your Element of Loyalty," she revealed.

"What the hay for?" Rainbow asked suspicious.

Shadebow smirked. "Because Nightmare Moon decided to make me leader of her Shadowbolts instead of you," she told Rainbow smugly.

"No way! We toasted that old crone and freed Princess Luna!" Rainbow said stomping a hoof and glaring at Shadebow. "You're lying!"

"Am I?" Shadebow asked with a telltale smirk.

Rainbow's entire body shuddered as she steeled herself to charge the mare across from her.

Shadebow shifted her shoulders in anticipation of dodging the attack.

That's when both of them noticed the growing burst of magical energy coming from Twilight.

Rainbow noticed that Ponyville was in trouble for some reason – she stared at Shadebow – then down at where Twilight lay surrounded by other ponies. "You're not worth my time," she said. "Besides, you'll never find where I hid that thing," she added. Smiling triumphantly she dashed off to help her friend – if she could help her.

Shadebow pouted slightly before she realized that Rainbow and her were pretty much close to the same personality type. "That's where you're wrong," she said in a low menacing tone before she dashed off towards the cloud home of Rainbow Dash.

Princess Celestia could sense the turmoil from her faithful student within her palace – concerned she rose from her throne and prepared to summon a chariot to speed her to Ponyville.

Spike barged in running as fast as his feet would take him. "Princess Celestia, Princess Celestia!" he cried out.

"Spike?" Celestia said. "You should not have left Twilight's side, already she has begun to lose control of her abilities," she scolded.

Spike frowned. "She has?" He shook his head. "That's not important right now!" he said.

Princess Celestia quirked her brow. "Oh?"

Spike nodded. "I saw… I saw…" He fought to catch his breath. "There was this crazy pony that looked like a clone of Twilight Sparkle or something, she claimed Nightmare Moon created her to steal the Elements of Harmony from Twilight and her friends." Spike hopped up and down agitatedly. "And on her flank… She had a rainbow. A transparent black rainbow."

Princess Celestia reared up in sudden surprise. "Nightmare Moon, but…" she trailed off. "Black rainbow," she whispered softly.

"It just can't be here, Princess," Spike said. "When I wandered off after being hatched and got… Dragon-napped." Spike shuddered nervously with faint memories of a time when he was too young to really recall much. They were more like impressions – feelings of something being terribly wrong. "You promised me after I got rescued that, that thing could never hurt me again," he said whimpering slightly.

Princess Celestia called to her closest guard. "Fetch Princess Luna at once," she told him.

"Yes, your majesty." The guard bowed low and took flight.

"Princess?" Spike asked.

"I'm sorry, Spike, but if what you say is true and Nightmare Moon has somehow returned… Then I'm afraid that it must certainly be here," Celestia told the young dragon.

"But you banished it for all eternity!" Spike shouted trembling in raw fear.

"All things can not remain lost forever," Princess Celestia said. Her face fell and she closed her eyes. Summoning all of her magic into her horn she began to reach out with her senses.

Spike felt something wrong in his stomach – something twisted – he clutched at it as he writhed in sudden pain. "P-P-Princess," he called out weakly. Spike's cheeks bulged slightly and then a great gout of green flame burst out.

Appearing within the throne room of Celestia's castle – two creatures took form and shape – one a four-legged monstrosity. The other – a mysterious look creature with an ugly face and twisted looking bat-like wings.

"Ah!" the four-legged creature said.

Spike almost threw-up. "I don't feel so good," he moaned before collapsing unconscious to the floor.

The Pegasus guards acted quickly to charge the two beasts.

The four-legged brute raised one hand and created a blast of magic that sent them stumbling backwards. "At last! Celestia, we meet again," the creature spoke.

"Tirac," Celestia greeted. Her eyes were still closed and she was still sensing with her magic.

"We last met when you came to my realm and rescued this… useless fool," Tirac said eyeing Spike with a heated gaze. "Now I find that placing that spell upon him and this curious looking jewel," Tirac observed holding up the gem from before. "Was a brilliant move on my part," he boasted.

"You do not have it with you, so therefore I must assume that Nightmare Moon possesses it," Celestia said her eyes snapping open so she could glare at the centaur.

Tirac smiled. "A minor problem, soon I will reclaim my Rainbow of Darkness, Scorpan!" he barked at the ugly gargoyle creature.

Scorpan bowed his head and unleashed another leash – trying to ensnare Princess Celestia with the length of chain.

Princess Celestia's horn flared and the manacle disintegrated. "You can not touch me, Tirac, you or your questionable minion," she informed coolly.

Tirac grimaced slightly. "The Rainbow of Darkness would allow me to imprison you, Celestia," he growled clenching his right hand as he spoke.

"Coming here was foolish, Tirac," Celestia said.

Tirac smirked – his fangs glinting in the golden rays of Celestia's sun – raising his left hand he unleashed a burst of magic on the Alicorn. A swirling mass of shadows encircled her and began to contract.

Celestia was unfazed by this attack – she concentrated on her horn intending to dispel the mystical chains – instead however something changed. Something that caused them to grow and expand. Eyes wide in surprise and growing fear she looked to Tirac. "What sorcery is this?" she questioned.

Tirac laughed darkly. "Your realm was not the only one that interested me, I have learned much from another dimension, one populated by creatures who rely on a different magic," he informed with a cruel smirk. "I may not be able to claim your powers yet, Celestia, or smother this beautiful land in my darkness, but rest assured. When I come to collect you again, your powers will be mine," Tirac stated.

Celestia once again tried to use her magic to prevent what was happening, but to no avail. With a cry of sudden terror and a sharp stinging pain in her entire body Princess Celestia was banished from Equestria.

Princess Luna and her guard escort arrived at this moment. Gasping in fear the Night Princess shied away from this dangerous creature.

"Princess Celestia!" the guard cried. His eyes narrowing the dark coated pegasus snorted and charged the centaur in the center of the room.

Scorpan unleashed another mystical chain from somewhere – it trapped the pegasus guard and halted him mid-charge. "Perhaps this one will suffice, master," he said.

Tirac laughed mirthlessly as he raised his right hand again and unleashed a burst of transformative magic.

The pegasus trapped by the magical chain writhed and bucked trying to escape – his eyes widened in fear – he was engulfed in flames of shadow and his body grew larger. Heavier. The golden armor worn by the guards of Celestia's palace buckled and tore asunder as what was once a pegasus became a massive, scaled creature, it was not a dragon, but something similar.

It let out a pained roar and then knelt down in supplication to Tirac.

Tirac turned to the other Alicorn and studied her briefly.

"Do you want me to ensnare her?" Scorpan asked.

"No," Tirac decided. "Go, little princess, gather what hope you think you possess, for I will unfortunately have need of your assistance if I am to reclaim my Rainbow of Darkness from Nightmare Moon, so," Tirac paused and smiled showing off his fangs. "Flee, flee in terror and spread the word, Tirac now controls this kingdom and soon will rule all of Equestria!" he declared loudly as he trotted up to Celestia's throne and sat down in it.

Fearfully Princess Luna leapt into the sky and rushed out of a nearby window.

Scorpan ensnared the rest of the unconscious guards in chains and watched as Tirac transformed them into his Dryodans.

Spike remained unconscious on the floor – oblivious to the danger he was in.

Tirac touched the gemstone he'd used to travel here briefly and laughed wickedly. "Soon, Equestria will be under my power," he said with certain conviction in his tone.

"But, master, what of the little ponies and their magic?" Scorpan wondered.

"What of it?" Tirac snapped grinding his teeth together and sneering at Scorpan. "I have banished Celestia to another realm! No pony in this dimension will have the power to unseat me from the throne!" he shouted rising to his hooves and twisting Canterlot Castle with his magic into something more suitable for Equestria's new ruler.

Sharp spikes erupted from the spires and towers, the waterfalls changed from ordinary water into a black flowing sludge and vicious dark clouds began to fill the sky – ugly stone statues replaced those of Princess Celestia or her sister – the ponies of Canterlot city watched in horror as the castle was made grotesque and fearful.

Princess Celestia appeared in a dark forest – her body ached from the forced separation with her realm – and she collapsed to the hard cool ground of the alien dimension. Around her strange giant mushrooms protected her from a wild thunderstorm.

Celestia could barely concentrate. She knew she should not stay in this spot, but she couldn't move – her body was too sore – her magic felt scattered. Lost. She was no longer connected to the great powers which allowed her to govern the sun of Equestria.

Closing her eyes she promised herself she wouldn't stay there too long. But as her eyes closed and her breathing grew stiller she tumbled into a blissful rest so that she might heal herself.

Nose twitching a tiny rabbit – oddly enough wearing pants with suspenders – hopped out of the forest of mushrooms. It approached the still pony and reached a paw up to her forehead – she was hurting and in pain, but she was alive.

The rabbit studied her briefly with some concern and then rushed off to go find help.

And Celestia slept the dreamless sleep of one who sought to heal both body and soul.

To Be Continued…