A/N: okay so this chapter is taking a long time to finish because I'm trying to make the tortu re really slow and Starlight still needs to kill 5 of them so I figured to keep you guys satisfied for awhile by giving you a short sneak peek of the beginning of the final part so you get the basic idea on what you're going to find through the rest of this story. Lots and lots of gore. I also have other stories to update too so I'll give you this for now until I finish

Warning: Contains stronger language and more violence as well as gore.

When everyone had come to...well except for Rainbow Dash because she's dead it was still very dark even though they had regained consciousness and had opened their eyes. However they realized that as soon as they tried to move something was stopping them. Like as if they were binded. This whole thing was too much for Fluttershy who had started to cry. Twilight and Rarity had tried to use their magic but to no avail. Rarity who had had enough with the shock and feeling betrayed from her former new friend Starlight Glimmer spoke out with anger not caring at the moment if the phsyco pink unicorn heard her.

" THAT CRAZY EVIL MONSTROUS MANIPULATIVE BUCKING BITCH!! I HOPE THAT SHE GETS THROWN IN TORTUROUS AND GETS BUCKED FROM SIDE TO SIDE FRONT TO BACK IN THE FLANK LIKE THEY DO IN BUCKING PRISON!!"

"Rarity! Shut the buck up! She'll hear you!" Apple Jack shouted.

Before Rarity could reply back she felt painful electric shocks course through her body and even in her mouth shocking her whole body and tounge in the process. However she had no trouble screaming.

"AAAHHH!!!" Rarity screamed through her pain and shock. Every pony else stared at her in shock and horror except for Fluttershy who avoided looking at any pony and was still crying quietly.

"You should listen to Mrs Honesty here Rarity. What shocked you just now is my magic and believe it or not I can make my magic much stronger then any electric shock ever even heard of. However I can be a merciful pony and that shock was just the bare miminum of what I can really do." Starlight came out of the shadows using her horn as a light to light up the room even though it was just dim. Starlight had stopped shocking Rarity who was silent now but was staring up at Starlight with hatred.

The mane 6 minus Rainbow Dash was laying on separate tables with metal cuffs attached to their hoofs and the tables. So that they layed in an almost X position. While Fluttershys and Twilight's wings would be free but would be useless anyway. Fluttershy kept her wings at her side where Twilight had instinctively brought her wings out as if she was about to fly away but couldn't.

"Starlight...." Twilight called weakly. Her back was back to being in pain since she hadn't had her medication since she was knocked out and wasn't sure how long it's been.

"Starlight...why did you kill Rainbow Dash and Trixie? They were your friends. Why? I thought. ..? I thought I taught you something. I thought you changed. I thought our friendships meant something."

Starlight smiled at Twilight but her eyes were filled with hate, anger, cruelty, but maybe...just maybe betrayal also seemed to be reflected in Starlights eyes which confused Twilight. She realized that Starlights eyes and magic were still red. With a small shock Twilight realized there seemed to be a tiny blue dot in each one of her eyes. The same chilling baby blue as Rainbows fur. But that was her imagination right?

"You were my friends Twilight. But then I realized something. " Starlight trotted closer to Twilight's table so that she was leaning over Twilight a devious smirk, on her face.

" You used me. You couldn't stop me when I tried to prevent Rainbows rainboom from happening so you reasoned with me so I would stop. You didn't try to help me before when you stopped me from taking all the cutie marks, you only reached out to me later so that your precious friendships could be saved as well as Equeastria! You used me just like Princess Celestia uses you! Think about it. How many times did Princess Celestia send you on dangerous missions while she didn't do anything? How much power could she possibly have if she fails at protecting her subjects time and time again and then just gives up and sends her pupil that is practically her daughter because let's face it Twi. You,re real parents are never around! I'll just be the same to you as you are to Celestia a backup, a tool, not a equal."

Twilight's eyes watered. " No Starlight. I couldn't reach out to you, you chose to run away and I reached out to you not just to save my friends and Equeastria but because I love you. You're not just my pupil you,re my best friend. Princess Celestia may send me on dangerous missions but sometimes she doesn't have a choice. it's a princesses job to sacrifice herself or sometimes others to save their pupils. It would've either been me or all of Equeastria. Me and my friends are stronger because we hold the most powerful magic of all its the magic of---Agh! "

Starlights hoof connected with Twilight's jaw in a violent punch that could have broke it if she desired it to.

"Friendship is NOT magic! If it really was that magical it would've saved your friend. Even if Celestia doesn't use you as you say intentionally she's always too late just like she'll be too late to save you." Starlight spat out.

Twilight coughed out blood as she chocked out. "Starlight..."

"Forget it Sugercube. There's no point. Save your breath." AJ said to Twilight.

"Listen to miss honesty here Princess. No one will stop me."

"STARLIGHT! For Equeastria sake! Listen to me! Without us to weild the elements they'll come and-"

"Enough!" Starlight suddenly shouted lighting up her horn and sending an electrifying painful shock through Twilight with her magic.

Twilight's protests turned into screams than whimpers as the magic departed from her.

Starlight approached Rarity who was gazing at Starlight with defiant hatred.

"I think I'll start with you since you've got such a loud mouth. I can fix that."

"No!" Twilight and Applejack shouted however Starlight simply put gags on them so they couldn't talk.

"Oh. Also those are sensered gags. If you try to even make a sound they will squeeze tighter against your mouth and head as well as cause pain in your heads affecting your brain the same as if I were to zap you so kindly stay quiet.

Fluttershy simply stayed quiet aside from the accasionel whimper and sob still grieving over the death of her best friend.

Starlight lit up her horn and moved a table over to them with rather dangerous and harmful tools and devices over to them clearly intended for slow torture.

She picked up a hacksaw and put it gently against the base of Raritys horn. Rarity tried to light up her horn again but to no avail. Starlight just simply chuckled and started to grind the hacksaw against her horn starting to cut through it. Rarity started to scream which made the gag tighten and start to hurt her head. The pain increased when Rarity continued to scream. It felt like her whole head was on fire. Shortly after her screams died down to whimpers as Starlight suddenly stopped.

"Looks like I'll need something with a little more force." She said cheerfully clearly enjoying playing with Rarity.

Starlight leviltated the hacksaw back on the table and picked up a hammer. She leviltated the hammer towards Rarity. Raritys eyes widened as she once again tried to scream but the pain she received from the gag device made her stop.

The other bound mares had started to struggle against their bindings and start to scream but only got pain in return.

Starlight aimed her hammer carefully and hit Raritys horn with the hammer. However it did not simply come off after one hit. She had to swing it a couple more times after that. But finally the horn came off. Starlight picked up the broken horn and carelessly tossed it on the floor discarding it.

Rarity did not take this well. She stared at Starlight with HATRED. Any friendship or tolerance with Starlight she had previously was shattered. However Starlight was only getting warmed up.

Starlight laughed. "Oh come now. Don't look at me like that." Starlight leviltated some nails along with the hammer.

"Didn't anyone tell you...." Starlight put the point of the nail carefully over Raritys one eye and aimed the hammer.

"Staring is rude?" Starlight finished this sentence by bringing the hammer down on the nail. Rarity screamed however the nail was still not in very much at all. It was only barely touching her actual eyeball. Rarity tried to ask her to stop through the gag but once again it was pointless.

Starlight brought the hammer down again, and than again, and again. Until finally the nail was all the way in. Her nailed eye was bleeding best it could with the nail in it and Rarity started to cry. Her wounded eye burned with her tears and instead of clear they were crimson red.

Starlight repeated this process with her other eye. Rarity couldn't help it. She let out an ear piercing scream. Starlight winced.

"I told you to shut up! Do we really have to do this the hard way?" Starlight took off Raritys gag and put the hammer back on the table than grabbed a scalpel knife. It was small but very sharp. Rarity continued to scream then Starlight used her magic to force Raritys jaw as open as it could go.

"Celestia damn it! You're teeth are in the way." Starlight leviltated a small drill simular to what a dentist would use and started drilling Raritys teeth out one by one. Rarity tried to struggle but tried as she might did not succeed. Starlight used her magic to put Raritys teeth in a plastic cup than proceeded to work on her tounge. She used her scalpel to slice violently through the muscle and ripped it out.

Because of her missing teeth and tounge Raritys mouth started to bleed rather badly. Rarity could no longer even attempt to scream as she started to chock on her own blood. Starlight seeming unsatisfied still shoved Raritys discarded tounge down her throat. Because she was chocking Rarity had no choice but to attempt to swallow. The blood went down easily but she chocked and gagged on the tounge. Since her teeth was missing she couldn't even try to gag it up and chew it into smaller pieces. Rarity threw up vomit and blood but finally got it down. Raritys fur was drenched in her own fluids. But than she realized there was another strong odour. Rarity couldn't see but wiggled her hind legs realizing what was wrong. She had pissed herself.

Her friends all stared in shock and horror wandering what nightmares were still awaiting to come.

Starlight turned away from Rarity with a evil smirk deciding she would turn her attention to somepony else and play with them.

Starlight glanced at Apple Jack for a moment thinking. Applejack gulped bracing herself to be next but surprising her turned her attention to Pinkie Pie instead.

"AJ I'm going to save you for second last because you seem to understand the most how important it is to remain silent however....I'm going to take your gags off because It's nessicary for my next experiment, Pinkie Pie! You're my test subject for this game! Since you're the element of laughter!"

Starlight lit up her horn and used her magic to turn off the remaining mane 6 gags off and take them off. Over where Rarity was tied up since she was no longer gagged even though she was in tremendous amounts of pain and could no longer talk she started to scream best she could to try to distract Starlight away from Pinkie.

"For Celestia sakes! I told you....TO SHUT UP!" In a burst of rage Starlight quickly turned to Rarity and suddenly used her magic to pickup Rarity and tug her against her bindings. Because Starlight has used metal to bind the ponies. The metal cuffs holding Rarity in place to the table dug into Raritys skin as Starlight pulled her. Rarity screamed louder. Starlight tugged until the cuffs dug into Raritys fore and back legs until her legs were about to be completly cut through.

Every pony else stared in silent horror except Fluttershy who still refused to look at anypony crying silently. Pinkie Pie started to scream at Starlight to try to distract her. Pinkie didn't care if Starlight would torture her as long as she stopped hurting poor Rarity.

"Stop it! You said you had a test for me! Pay attention to me please!" Pinkie begged to no avail.

Starlight easily ignored Pinkie Pie and continued pulling Rarity against the metal. Suddenly there was a ripping sound of skin and muscle ripping with the sound of bones cracking then there were 4 different gentle thuds as Raritys legs completly were ripped through and cut off completly. Rarity was bleeding badly from the wounds and loss of her legs. Still in Starlights grasp Rarity coughed up more blood and vomit. Then suddenly Rarity stopped struggling. Rarity stopped breathing. Rarity was dead. Starlight tossed the useless corpse aside in the darkness with a scoff. There was a thud off in the darkness.

Pinkie Pie cried bawling loudly. Two of her dearest friends were now dead. First Rainbow and now Rarity.

"Why didn't Y-you listen to me? I thought you wanted me next." Pinkie cried.

"Pinkie, I wanted her dead. I was going to finish her off eventually. You should be glad she pissed me off enough to finish her off quicker with the pain she was in."

"Do you plan to kill all of us?" Twilight suddenly whispered, voice barely audiable.

"Well duh! Didn't you realize that from the moment I killed Rainbow Dash or surely when I brought you down here? I WANT to kill you."

"But...why? You explained why but I still don't underst-"

"You will understand Princess. But in the meantime I am not going to explain it again. It makes no difference to you anyway."

Before Twilight could respond Starlight put a mask on then released a magical gas in the air from her horn.

"This is a poisonous laughing gas. If you breath in the gas you will slowly die. But don't worry I'm not heartless I will turn it off after a few minutes."

As the gas surged in the air everypony did their best to hold their breath.  After a few minutes Starlight turned off the gas and took off her mask sucking in a breath of air to silently let the remaining four that they could breath now. Everypony greedily sucked in air.

"We-we did it?" Twilight asked shocked.

"You did! However you should know I did lie to you." Starlight answered.

The four stared in horror. Fluttershy whimpered in the darkness.

"What-what do you mean lied?" Apple Jack asked quietly sounding terrified.

Right than Pinkie Pie started to cough roughly and gagging.

Twilight and Applejack stared jaws hanging open in horror.

"WHAT DID YOU DO STARLIGHT GLIMMER?!!?" Apple Jack demanded terrified but also furious. She had no doubt that magic or no magic if she was free she would kill Starlight without so much as a second thought.

"Tsk Tsk AJ! I thought you were smarter than to shout out after Raritys punishment! But to answer you're queastion I aimed all of the laughing gas on Pinkie. None of it actually went to you three that was just an illusion. And as I expected Pinkie couldn't hold it in and let out a very small giggle which caused her to breath and be exposed to the gas at the last second!" Starlight said cheerfully. However the malice in Starlights eyes were anything but friendly.

"NO!" Apple Jack and Twilight screamed in horror.

Pinkie Pie coughed than puked. Pinkie sucked in a breath and turned her last moments to her 3 friends smiling sadly.

"A-Applejack, T-Twilight, F-Fluttershy...i- I have to go now- but I'll be o-okay now. I love you girls good...bye." Pinkie whispered the last part then closed her eyes and died.

"S-Starlight...." Twilight began to speak but was interrupted by a sudden explosion from Applejack who had started to scream in pure rage and a newfound hatred for Starlight Glimmer.

"STARLIGHT! WHAT IN CELESTIA NAME IS WRONG WITH YOU!! YOU MURDERED RAINBOW DASH TEARING OFF HER WINGS! YOU TORTURED THE BUCK OUT OF RARITY, AND YOU POISONED PINKIE PIE! THEY WERE SUPPOSED TO BE YOUR FRIENDS!! TRIXIE WAS SUPPOSEDLY YOUR BEST FRIEND! YOU WANT TO KILL TWILIGHT AND SHE'S YOUR BUCKING MENTOR! SHE GAVE YOU A SECOND CHANCE WHEN EVERYPONY ELSE JUST TURNED AWAY! WHAT THE BUCKING TARDOUROUS IS WRONG WITH YOU?!!"

Starlight simply gave Applejack a menacing grin and moved so close to her muzzle she was mere inches away from Apple Jacks face.

"So I heard you're a strong pony AJ. Want to show me just how strong you are?" Starlight giggled evilly.

Starlight used her magic to free AJ from her bounds then used her magic to put AJ in an X position in the air.

"What-what are you do-AAAAAHHHHHHH!"

AJ screamed as Starlight slowly pulled AJS limbs very hard. AJ struggled against her magic to try to pull her hooves back to her body.

"You want your hooves back?" Starlight asked. "HERE!"

Starlight pushed her hooves back to AJ so forcefully that there was loud cracking noises as AJS legs were twisted in unnatural positions like as if she was a distorted puppet. There was another large crack as AJ had swung her body against the magical force that had broken her spine as well.

Starlight released her magic from Applejack and AJ had fallen to the ground heavily with a sickenly crunch as more bones were broken from the high drop.

Apple Jack cried out in pain.

Breathless she struggled using the last of her energy to say one last thing to Starlight as the deaths of her friends and pain made her lose all will to live.

"J-just end it-p-please. I wa-i want to die."

Starlight gave AJ an almost kind smile wiping away a bloodied tear from AppleJack.

"With pleasure Applejack. "

She used her magic and grabbed Applejacks head twisting it all the way around breaking her neck as a last result. Applejack was dead.

"Well than-Starlight began but was interrupted by an unexpected hysterical soft giggle from a yellow pegasus.

Starlight and Twilight turned their attention to Fluttershy who was no longer crying or struggling. Instead she was laughing insanely. Looking closer they also noticed that Fluttershys pupils had shrunk dilated and her lips were curved in an insane smile. Starlight instantly understood. She had broke fluttershys sanity. Killing almost all of her friends and having to watch Starlight betray her made the sensitive and quiet pegasus finally snap. This surprised Starlight. She would have thought Twilight would be the one to snap not Fluttershy. What they didn't know was that Fluttershy was just acting.

"F-Fluttershy?" Twilight asked hesitantly.

Fluttershy ignored Twilight and turned her attention to Starlight.

"Hey Starlight. Want to play with me next? I can be a fun toy to play with." Fluttershy laughed crossing her eyes.

Starlight looked intrigued. She undid Fluttershys bounds and lifted her gently up off the ground and set her on the ground than turned away looking for a tool to play with confident that Fluttershy wouldn't be able to get away either way since she was just a pegasus.

With Starlights attention on something else Fluttershy took the opportunity to run as fast as she could to Twilight. She knew that what she was about to do would kill her instantly but if any of them could stop Starlight it would be Twilight. Fluttershy used all the strength in her to hit the bounds on Twilight's hooves bucking them with all her might. Twilight understood but by than it was too late.

"Fluttershy no!"

Too late. Fluttershy broke her bounds than quickly pushed Twilight violently out of the way as Fluttershy was electrocuted in Twilight's place from the spell Starlight put on it.

Twilight spread her wings in alarm as Fluttershy fell to the floor dead.

Twilight ran to Fluttershys body and picked it up cradling Fluttershy in her arms and wings as Fluttershys lifeless eyes stared back at her. Twilight wept and used one hoof to close Fluttershys eyes.

"Why did you do that Fluttershy?" She asked the lifeless pony.

"Hey! At least she died a quicker death than the one I would have given her." Starlight said.

Twilight put Fluttershy down and looked around for the pink unicorn in the darkness but couldn't find her.

Suddenly she was tackled by a heavy body. It was Starlight. Twilight instantly struggled but Starlight easily kept her in place.

"Starlight! Listen to me! Even if you can kill me with the elements of harmony no longer having my friends or me as the element of magic to carry their power they will sense something is wrong! If I die the elements will realize were dead because the elements are linked to us body and spirit! With us being dead we won't be able to hold their power anymore and they'll come sought out revenge because unless I'm killed by somepony in some Way that would work for an immortal I'll never die because I'm immortal!" They'll come and destroy everything in their path! They'll come for you and kill you in the worst way imaginable slowly!"

"Shut up! You're just saying that so I'll spare your life!" Starlight yelled angrily.

"Starlight something is wrong! Your emotions and magic must be controlling you! Listen unicorns with advanced magic can be set off easily! I can help you! I love you Starlight! Even after murdering all my friends I still want to help you! I can be your menter. Please. Well fight this togeather but for the sake of Equeastria don't do this."

Twilight raised a forehoof to Starlight to try to show her how much she meant it. She did mean it. She would save Starlight because that's what a good friend and ruler would do."

Starlight touched Twilight's with her own hoof giving her a kind smile. Twilight smiled back thinking maybe just maybe Starlight would take her offer. However that hope soon faded into nothing as Starlight slapped Twilight's hoof away from hers. Her menacing grin returning.

"You can't save what is already forgotten." Starlight said her face so close to Twilight's her lips brushed against hers as she spoke in a kiss.

Starlight moved back a little than lit up her horn one last time levitating a knife she had brought with her above Twilight's neck.

Twilight's eyes widened as she felt her heart break in a million pieces as she started to cry silently. Than Starlight brought the knife down with so much force Twilight's head had been cut right off her body. Twilight's blood went everywhere. The light faded from Twilight's eyes. Finally. Twilight was dead.

Starlight dropped the knife breathing heavily.

"I-I did it." She whispered amazed. Suddenly she felt a piercing agonizing pain in her heart. She screamed than fainted from pain.

-----
When Starlight came to she woke up to a terrible headache and she rubbed her head.

"Ugh where am I?  The last i can remember is practicing a memory spell and--" her hoof touched something wet. Blood.

"I-is this?" Starlight looked around and noticed that there was blood everywhere.  Than she screamed when she came across 4 familiar corpses.

Starlight staggered back in horror and fear when she suddenly stepped on something. Starlight looked down. It was Twilight. Or rather it was Twilight's body with no head.

"T-Twilight? No! Not you too!"

Starlight then saw Twilight's head laying on the ground. Weeping silent tears Starlight picked up Twilight's head looking at it.

"Who did this to you?" She cried.

Suddenly her headache increased to a migraine and Starlight screamed as memories came flooding back to her. Starlight gasped finally understanding as she watched the memories play in her head like a horror movie. It was more than Starlight could take. Starlights body started to jolt and hyperventilate as she screamed and cried louder she ever had done. It felt like her very heart and soul was being ripped out of her and being torn to shreds over and over.

Starlight felt her sanity break for real as Twilight flashed through her mind and her promise. Right than than outside she heard ponies screaming and the tree of harmony began to burn.