Story: Paradox’s Despair – Chapter 6


Discord and Lilly both appeared in a long hall with large stained glass windows stretching from one end to another. The place was huge and Lilly’s eyes widened in surprise at seeing the colorful windows that showed her mother in a lot of them. “Dad… it’s beautiful in here.”

Discord nodded as he frowned looking around the hallway. “Yeah, you seen one… you seen them all. This is very odd… where are the guards?”

“Dad?” Lilly said nervously as she looked at the other end of the hallway she felt the hair on the back of her neck stand on end as she stared at what she didn’t quite understand.

“What Lilly?” He said as he looked in the direction she was looking. “Oh… That is why there are no guards…” He reached for his daughter as long black wispy tendrils rushed down the hallway towards them. He snapped his fingers and they disappeared. They reappeared up in a tower.

Oh... that is why...
Oh… that is why…

“What was that!?” Lilly asked her father.

Discord frowned. “I don’t know Lilly, but I am going to find out. Stay here.”

“Dad… be careful!” Lilly said as she looked at Discord before he disappeared. “I don’t know what I would do without you.”

“I’ll be back my double flower. Don’t worry about me.” He disappeared with a snap.

Lilly looked down from the tower and saw the whole city of Canterlot. It seemed that the ponies below had no idea what was going on inside the castle. “I hope everything is ok…” She whispered to herself. A shadow suddenly appeared over her and she started to shake as she slowly turned around. The hair on her shoulders stood up like hackles… she backed away from the hideous shape that was forming from the walls of the castle itself. Slow wispy tendrils started to float around her hooves as she backed up to the balcony of the tower. “What are you?” She asked as she backed up until her rump hit the side of the balcony and she felt so much fear welling up inside of her that she couldn’t make her wings work.

The wisps of smoke seemed to hiss.

“I’ll have you know… I’m a strong draconequus. I can use my magic against you.” She swallowed hard and she finally was able to unfurl her wings as she jumped from the balcony. She floated down from the balcony then flapped her wings and went back to the shadow to look at it better but it was quickly receding, she touched her hoof onto the balcony though and it returned looming larger over her. She felt her heart clench up in fear as it coalesced and was forming shapes within it. Lilly stared fascinated and scared all at the same time she suddenly let out a strangled cry when she saw one of the shapes within was her father.

“Dad!” She yelled. “Dad!”

The wisps of smoke started to flow around her as she looked at her father within; her heart was feeling despair and sadness.

“Don’t let it fool ye Lilly; Daughter of Chaos. That is not your father in there.” A soft voice floated to Lilly’s ears.

Lilly’s hoof slipped from the rail of the balcony and she fell, her wings spread out and she glided down slowly. The shadow quickly dissipated. Lilly landed lightly on one of the streets of Canterlot. The ponies on the ground looked at her in surprise and a couple backed away unsure of her since she didn’t look like them with her horn, antler, long scaly tail and bat wings. She looked around breathing heavily not knowing what she should do.

What should I do?
What should I do?

“Ye need to get back to the tower.” The voice said to her.

“If I go back to the tower, it will get me.” Lilly looked around for the source of the voice. “Where is my dad?” She spread her wings as she pushed off the ground and took flight again. All the ponies watched her fly upwards and they started to whisper and talk nervously.

“Your father is safe, but he is weakened. Lilly ye must help me and your father; maybe all three of us can do this.”

“What? Do what? I don’t understand…” Lilly flew up towards the tower where she had confronted the shadow and landed again. The shadow wasn’t there but she was scared that it’d return. “How do I know if my dad is safe? You could be lying to me.”

The voice didn’t answer and Lilly had a feeling that it was lying to her. She swallowed hard not knowing what to do. She was still feeling sick from being around Paradox and she felt despair sitting inside of her like a cold stone. “My double flower. Please listen to Luna.” Discord sounded strained within her head.

“Dad?” Lilly’s ears perked up. “Where are you?”

“I’m okay, the shadow is a manifestation of your fears and doubts, try not to let it get a hold of you.” His voice was fading.

“Daddy…” Lilly cried out, but he didn’t answer her and she sat down. “What do I do?”

The other voice broke into her thoughts. “Lilly, ye have to go to the throne room; from there we can talk to ye better.”

Lilly put her head down, as she felt her tears fall down her muzzle. She felt scared and very alone, she knew her father needed her, but she felt that emptiness deep inside. “I don’t know where the throne room is.”

“Find the hallway of stained glass, at the far end is the throne room,” Luna said.

“That was the room where the shadows emerged from when Dad and I got here.”

“I know that Lilly and that is where ye have to go. It is where my sister is and where we must confront her.”

“I have to confront Princess Celestia?” Lilly said in a panic. “You didn’t say I had to go against her!”

She was met with no answer.

Lilly let in a deep breath. “I will go find the throne room, but wouldn’t it be much easier if I got Aunt Twilight to help me?”

“No, Twilight would be easily swayed to be on Celestia’s side. She will not see the fear and doubt within her, Twilight will end up being feasted upon and it will make defeating Celestia so much more difficult. Quickly Lilly the longer you take the stronger it becomes.”

Lilly stood up and took in a deep breath. She thought of all the magic that Discord taught her as she put her head down and started the focus her thoughts. She felt her fur burn from within and she shifted her hooves slightly. She closed her eyes slowly as she thought of a protection spell and cast it upon herself. “Okay, I will find the throne room. You better not be lying to me or intending to trap me.” She opened her eyes, they glowed red with an inner fire. She spread her wings as she flew down to the hall that she thought contained the stained glass.

She walked to the double doors and opened them, the hallway echoed emptily as she looked down it. It was the hallway to the entrance of the throne room. Lilly stepped into it and started to walk to the far end. The hallway started the stretch and Lilly walked faster, then she started to gallop as it stretched longer than before. Lilly flapped her wings and flew the rest of the distance until she came to the end of the hall and faced two large doors with carvings of the Sisters upon them. Lilly stood up straight and tall her coat was glowing red within and her eyes were burning like fire embers as she pushed the doors open.

Celestia was slumped on the throne her once beautiful glowing mane was lackluster. She looked like a discarded marionette on the throne; her head was tilted oddly and her eyes looked empty and soulless. Lilly felt like something was slowly creeping up behind her she turned quickly and saw nothing there. Lilly approached Celestia slowly, her hooves made a hollow noise inside the empty throne room. The Princess looked like an empty shell and it made Lilly feel really frightened because her eyes had no light within as if she was… dead.

“She isn’t dead.” Luna’s voice was louder in Lilly’s mind. Lilly almost jumped from her skin as she stared at Princess Celestia.

“I’m here… What do I do now?” Lilly whispered as she kept looking at Celestia. Something caught the corner of her eye and she looked away from Celestia to some curtains to the side. Lilly stepped away from Celestia over to the curtains that were moving slightly. She slowly put her hoof up moving the curtain away. She saw her father… Lilly backed up from the curtain quickly as she tripped over the carpet and she fell backwards. “No… No… You said that…” The image of her father was flashing in her head, bloody, broken.


“It’s playing with your mind Lilly; don’t believe what ye are seeing.” Luna stated.

“No… You said that he was safe…” Lilly started to shake her head as the images flashed in her head. “No… I want to go home… I don’t like this at all. That was my Dad! This is a nightmare… right?”

“I wished that it was a nightmare.” Luna whispered. “That is not your father. He is with me; I am looking at him right now.”

“I don’t… believe you.” Lilly said softly as she turned and looked up and saw that Celestia had moved.

Princess Celestia had a smile on her face as she stared at Lilly with her dead looking eyes. “Who are you, are you here to talk to me?” She asked.

"Are you here to talk to me?” She asked.
“Are you here to talk to me?” She asked.

“Princess Celestia.” Lilly said as she suddenly bowed to the Princess.

“Oh, you are a proper lady, bowing to her superior.” She ratcheted her head slightly as if she was being controlled by an outside source.

“I have come to help you.” Lilly said to her.

Celestia blinked. “Help me? Why? I don’t need any help. I am strong enough to not even need help from guards.” Her eyes started to glow purple and the shadow rose from her slowly looming tall, crawling up the wall behind the Princess and like a cancer spreading slowly across the floor. Lilly started to step away from the wispy tendrils as it tried to touch at her hooves. “You do seem strong though. Maybe…”

“What?” Lilly asked.

“Maybe I will just take you.” The shadow slowly surrounded Lilly and she looked around her as it slowly moved to engulf her.

“Lilly, we were prepared for this. Prepare for it. Your father and I; we are going to focus all our energy into your shield.” Luna said sharply.

“Double Flower. Let the shadow surround you, but don’t let it see your weakness.” Discord added.

Lilly felt her heart leap at hearing her father again but she held her ground as the shadow slowly started to crawl up around her hooves. She gulped suddenly when she felt her shield weaken around her and the shadow started to cover her neck and crawl up to her head. She started to panic as it got closer and closer to her face. “No!” Lilly screamed loudly. “I cannot…” She growled as she felt her shield break and the shadow engulfed her completely.

Celestia suddenly collapsed to the floor as all of the shadow left her body and started to possess Lilly.

The doors of the throne room opened and Luna walked in with Discord beside her. Discord ran over to Lilly and looked at his daughter, her whole body was engulfed in black but her eyes glowed red and she didn’t seem to recognize him. “Luna, you said that she wouldn’t become possessed.” He growled as he went to reach for her.

“Don’t touch her.” Luna stated as she looked at her sister. “Celestia is still possessed, but most of it is concentrated on Lilly.”

“I… don’t care.” Discord growled as he kept looking at his daughter.

Lilly slowly closed her eyes and growled deeply at the whispering in her ears. It felt like creatures were crawling and scratching in her head. Her brain hurt as she imagined grabbing one of those creatures and twisting its head off. Her eyes flashed as she felt something in her soul blazing brightly through the darkness.

The tendrils from the shadow started to slowly unravel from her muzzle and she took in a deep breath. “Dad…”

Discord blinked at his daughter. “Lilly, can you fight it?”

“I think I can.” She whispered. “It is trying to get into my fears, my doubts, but I locked them away. I cannot keep it up much longer. Gah! I feel something deep inside stirring; I don’t know… what it… ARGH!” She shook as she stood there as the shadow engulfed her muzzle again.

The whispering of the shadows increased. “It’sss hopeless issss it not? You can be better. You can be everything you ever wanted to be, they don’t really care about you.” The shadow was digging into her with these strange whispers and it kept getting louder. “You can be as great as your father, no… greater. He’sss not like he used to be. We can sshow you you’re potential for a larger ssscale of Chaos, give in, let usss take over. We can open up your true magic and you ssshall become the most powerful of all draconequussss. Don’t you ssee the potential? Let usss in. LillyRossse. LillyRosse.”

She shook and then fell down to her knees. “Ah! Stop the whispers!”

“Don’t you sssee that they usssed you? She only wanted to sssave her sssister; they ussed you that is why we are here inssside of you. You were betrayed by your father. They are laughing at you.” The shadow was working at her doubts. “Let usss in. Lilly. You are ssso much more… No….” The shadow suddenly stopped and seemed to retreat in her mind. “We can’t get it. Ssshe isss being protected by something elssse. She is only one ssside… only one ssside of two.”

Lilly suddenly stood up and mustering all her strength she let a red ember of powerful magic burst from her.

Luna’s eyes widened as she saw Lilly glow crimson making the shadow start to melt away. Discord watched as his daughter fought off the corruption and possession on her own; if he had known Luna was going to use her for this he would have taken Lilly home.

The shadow fled from Lilly quickly as if she was burning it; slowly it went to where it felt safe before Lilly.

Luna watched the shadow in horror as it started to possess her sister again. “No! Ye shall not have her back.” She lifted Celestia off the floor with her magic. She then created a shield around them both.


Lilly’s whole body radiated a dark red aura and her eyes glowed crimson light as sparks of red lightning ran along her horn and antler she flapped her wings as she rose above them. “I AM LADY CHAOS! NO ONE SHALL POSSESS MY MIND AND BODY!” Her voice boomed throughout the castle and out into the streets of Canterlot. “YOU ARE TO BE CLEANSED OF THIS CORRUPTION!” Lilly pointed a hoof at the unconscious Celestia. Red lightning sparked along Lilly’s mane as well as along her wings. Luna’s protection shield faltered at seeing the raw power in Lilly. As the shield fell, Lilly used her magic to wrap around Celestia’s body until it was encased in crimson tendrils.

“Not my sister! No!” Luna shouted and went to grab her but Discord held her back. “Unhand me.”

“You wanted Lilly to help you. Let her.” He whispered as he looked at his daughter proudly.

“You are to be sent away!” Lilly exclaimed as she swept her hoof slightly and Celestia was moved to the side. In a glowing magical cage was the shadow, quivering in a small ball. Lilly turned to Luna her eyes were still glowing. “Your sister is no longer possessed but she is… torn up inside. In the meantime, she needs to be taken some place safe and away from all outside influences until her body and mind are repaired.” She then turned to look at the shadow inside the crimson cage. “YOU ARE BANISHED!” The lightning moved along her body and shot out to the cage and without so much of a noise the cage vanished. Lilly suddenly collapsed on the floor of the throne room, her magic sparked as it slowly dissipated along her body.

Discord went to his daughter and kneeled next to her. “LillyRose, my double flower.”

She looked up at him. “Dad, you’re okay.”

“Yes, I am.” He whispered as he pulled her to him. “Are you alright?” He put his claw up and moved her mane from her face. She was drenched in sweat and she was breathing heavily.

“I don’t know.” She replied as she swallowed hard. “Did I do something bad? I’m sorry if I did.”

“Discord.” Luna said as she approached them. “How did your daughter defeat something we could not?”

Discord shrugged. “Maybe she’s not as weak minded as you and your sister.” He said bitterly since he was angry.

“Dad.” Lilly whispered. “Don’t make her mad.”

Luna seemed to ignore his comment. “What am I to do? I cannot run Equestria by myself, if Celestia needs to heal… I will need to tend to her as well as take care of the Kingdom.” Luna was shaking her head.

Lilly slowly stood up on unsteady legs. “Dad can do it.”

Discord blinked at his daughter. “What? Wait… Lilly… I am not sure about this.”

“You always wanted to. Now is your chance.” Lilly said to him. “Why would you refuse? You know how to raise the sun, you have the power.”

Luna looked at him hopefully. “We would be most grateful for any help. My sister is too weak and I cannot summon the sun.”

He looked at Luna then looked at Lilly. “What would your mother say?” He asked Lilly.

Lilly shrugged at him. “I don’t know Dad.

Luna watched them and nodded. “Ye need to decide soon, but we need to contact Twilight, she needs to know what has transpired here.”

Discord rubbed his muzzle. “Okay Luna, I will take over for Celestia until she returns.” Then he started to rub his paw and claw together as a grin sketched across his face. “Can I do whatever I want during the day though?”


“It is not my affair what happens during the daylight hours.” Luna stated. “Just as long as the sun rises and is taken away for my night.” She waved her hoof as she slowly lifted Celestia up with her magic. “I will return; I want to take Celestia somewhere safe.” Luna’s horn flashed and she disappeared with Celestia.

Discord started to chuckle deviously as he looked around the throne room, he rubbed his goatee slowly. He glanced at Lilly. “We’re going to have to move into the castle.”

Lilly nodded. “Yes, we’ll have to.” She watched as her father walked around the throne room, and blinked when he snapped his fingers. Celestia’s throne was instantly replaced with her father’s throne from his castle. Big tall throne with crooked horns sticking up from the top of it. “Really Dad?”

“Aww, Lilly. It’s my favorite throne.” He said as he went over to it and started to rub the arms. “Don’t worry; I won’t let her hurt your feelings.” He whispered to the throne as he sat down on it.

Lilly shook her head. “Dad… you’re acting strange… more than usual.”

“I have been granted the ability to rule Equestria how I wish.” Discord smiled as he leaned back on the throne. “Unless you want to…?”

“I’d rather you do it Dad.” Lilly replied. “Should I send a message to Twilight?”

Discord started to laugh lightly. “Oh yes… I cannot wait to see the look on her face.”

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