Numb. All he felt was numbness and betrayal as he watched Tirek's retreating back, clutching the medallion tightly in his hand. He could feel the ponies staring at him, but for once it wasn't with disgust. It was with...pity. They knew what it was like to have someone they thought was their friend turn their back on them. They knew what it was like because of him.

He weakly pushed himself up on all fours, almost too afraid to meet their eyes. They all looked at him with such betrayal and he swallowed hard as he approached the cage. He was just inches away from Fluttershy and he felt the tears start to roll. Their eyes conveyed the words not said as she reached out and gently cupped his face with her hoof.

He leaned his cheek into her hoof and never wanted her to let go of him, but he pushed the hoof gently away after a moment and stepped backwards. He eyed the cage with trepidation and then all ponies gasped in horror as he suddenly latched himself to the bars, biting at them and snarling as he shook them desperately.

"D-Discord..." Fluttershy whispered, trying to get him to calm down. Again and again the spirit lunged at the cage, and again and again he only collapsed in exhaustion before repeating the process. Finally, Discord reared back and charged, head butting into the bars. The entire structure and the girls rattled, but Discord only collapsed from the effort, his forehead bleeding.

"Discord..." Fluttershy soothed, reaching to him. "Discord...please stop it."

He took her hooves, barely able to speak through the tears. "I can't do it."

"I know..."

He rose himself up to the bars and laid his forehead gently against hers. She caressed his face like a mother would their child and pressed a gentle kiss to his forehead. He looked up at her, watery scarlet meeting watery cyan. "I-I'll find a way to make this right."

Before any pony could question him, the spirit shakily pushed himself back up and stalked towards Tirek and Twilight. The centaur was just rearing back to suck the princess's magic when Discord leaped in front of a stunned Twilight, taking a protective stance.

"Stay away from her!" he snarled.

"Well well, isn't this cute," Tirek sneered. "The ponies' little pet wants to protect his masters."

"If you want to hurt her, you'll have to go through me," the spirit seethed. Twilight took a step backwards, absolutely taken-aback.

"Funny," Tirek chuckled. "I thought I already had."

Discord snapped at the air like a wild animal. "Well now you physically have to! You want the little princess's magic? You'll have to kill me first!"

"D-Discord..." Twilight whispered in awe. "Discord, get away from him!" The spirit had no defence. He had no magic and he looked quite worse for the wear.

"Kill you?" Tirek laughed. "Is that a challenge or an invitation, Discord?"

"I suppose it's whatever you want to make of it," Discord smirked. "After all, I should be no trouble to you now."

"Indeed you shouldn't," Tirek droned coolly and trapped Discord in a paralysing field of magic, jerking the spirit up to him. He struggled futilely and Twilight, who was recovering from her shock, sent a colossal blast at Tirek, making him drop the creature.

"Come on!" she shouted, running with Discord. The spirit stumbled to keep up, but it wasn't long until he fell back and Tirek caught him again. "Discord!"

"It's no use, Twilight!" Discord shouted back down to her, gasping in pain as he was slammed against a rock. "I'm not strong enough to outrun him!" He let out an agonized cry as Tirek captured him in his fist and began to slowly squeeze. He could hear terrified screams coming from the cage twenty feet away.

"STOP IT!" Twilight yelled to the monster. "You're going to kill him!"

"That's the plan," Tirek sneered, intent on slowly crushing the spirit to death. The world grayed around Discord and everything he could see and hear was blotted out by pain. He was losing consciousness.

A spectrum of colors flashed across Twilight's eyes and she stomped her hoof. "ENOUGH!" she roared. "I will give you my magic! Just release him!"

"Twilight...n...no," Discord gasped out, choking. He felt himself be released instantly and fell a hundred feet, slamming into the earth.

"If only you realized what you're giving up and for who," Tirek laughed as he started sucking away the tremendous amount of energy from Twilight's horn.

"I...I do," Twilight gritted out, falling to the ground in exhaustion. A deep rumble shook the monster—a horrible, sickening laugh of victory. Discord just stared in horror at the weak alicorn laying on the ground and the helpless faces gazing up at him from behind the bars.

Tirek continued to laugh, mocking him, mocking them, and Discord felt an anger like no other burn him up deep inside. He shook with rage and just focused his gaze on the ponies and little dragon in the cage. Crimson eyes met tearful blue and that's when a yowl tore from Discord's throat.

When a friendship is strong enough...

An abrupt blast of power shot from his claws and targeted the silver bars. The blast careened into the metal cage and the girls could only stand there in a dumbfounded stupor as the shards were scattered around their hooves.

Sometimes the magic...

"What?!" Tirek snarled, staring at the scene in shock.

Is simply within you...

"Girls!" Discord yelped and bolted over the singed and damaged land on all fours, skidding in front of them. "Girls!" he repeated, a plea to his tone that his friends were alright.

"Discord, your...your magic?" Twilight asked, stunned. His talon was still glowing gold—nowhere near as bright as it was before, but it was there. "How...?"

"I don't know," he said and he honestly didn't. "But there isn't any time to ponder on that." He yanked every dizzy pony to their hooves. "You have to go—get to the tree. It might be your only chance. It's alive by the magic of the elements. Find a way to activate them again."

They nodded shakily but eyed the spirit, instantly sensing something wasn't right. "Aren't you coming?" Flutteshy asked, reaching a hoof out to him. He wouldn't take it. "You can't just stay here!" Spike chimed in.

"Someone needs to distract him. If he sees you all running off he'll capture you again. I can keep him busy long enough for you all to escape to the tree." They stared at him in horror.

"Discord, he has all the magic of Equestria on his side! All of the princesses'!" Twilight protested desperately. "You don't have the power to fight him for long! You won't survive if you go up against him!" They nodded in unison, but Discord just gave the most melancholic smile they had ever seen. A smile of acceptance.

"A fitting end for a creature as horrible as myself, wouldn't you say?"

Seven pairs of eyes prickled at once and they shook their heads. "You...you aren't horrible," Twilight somehow choked out, her heart twisting with pain and pride. Glistening eyes looked up at him and they all nodded in agreement.

"I'm sorry," was all the spirit said and their hearts sunk further. "I'm sorry—for everything. From today, to when I broke free..." He smiled somewhat playfully at the young alicorn and slipped the medallion over her head, recalling when he gave her another what seemed so long ago. "...To even crashing your little party with your sister, Twilight."

The princess gazed mournfully up at him and the medallion flashed rainbow, lighting up her eyes. Instantly she knew she had the last of the puzzle. "We're going to come back," Twilight promised as she watched Discord and Fluttershy embrace each other tightly. "And you're going to be fine." There was so much more that needed to be said, but they didn't have the time.

"Go," the spirit said urgently, ignoring her. Tirek was almost here. "GO!"

The ponies threw a final look over their shoulders at him and took off. Discord heard the footsteps shift and spun around to glare hatefully at the monster towering before him, obscuring the view of the retreating mares. Snake-like eyes targeted him as Tirek sneered.

It was a hoof that cracked against the spirit's face and sent him slamming back against the cliff side. He peeled down the cliff and slammed into the ground, certain he heard many bones crack. Regardless, he powered a strong bolt of lightning and sent it hurtling into Tirek's face, invoking a loud shriek of pain.

Sneering, Discord shakily rose into the air, deflecting a fireball that was flung at him. Tirek sent it right back and the two engaged in a twisted game of tennis that finally ended when the embers were shot at top speed into Discord's abdomen. He flew back onto the ground, his skin singed and raw. He rolled out of the way of another crack of lightning.

"Give it up, you fool," Tirek snarled. "Without your full strength and my combined alicorn and chaos magic you have no chance."

"I don't need a chance!" Discord snarled back, on all fours with his hair raised like a savage lion. "I just need some time!" He clapped his hands together and sent a large orb of magic flying at Tirek, but the creature locked his arms together and it deflected to Discord. The blast engulfed the spirit's form and sent him at lightning speed in the air, throwing him against a house at the edge of Ponyville.

The draconequus cried out in agony as he flopped uselessly to the ground, this time having issues standing.

"Was it worth it, Discord?" Tirek taunted, shooting another attack at the spirit. He couldn't dodge it and this time wasn't able to get up. "Was it worth it to die for these equines that gave you nothing?!"

"They...gave me...so much more ...than you ever could," the spirit spat with all the venom flowing through his veins.

"And yet in the end it's all for naught," Tirek laughed. "You're going to die...and so will they."

His strength and magic was fading and Discord couldn't even sit up. It didn't stop him from glaring boldly up at the monster that towered hundreds of feet above him. "You...you won't win, you know," he panted breathlessly. "You'll never beat them. Their love they have for each other...it's stronger than any power combined. I got to witness that...first hand. Nothing will break that." He bared his teeth, true hatred in his eyes. "Not even a pathetic l...low life like you."

Tirek stared at the spirit in shock, rage, and amusement. "Bold statement for someone in your position, worm." The orb between his horns glowed at lethal intensity and Discord bowed his head in acceptance.

"I only speak the truth." He felt the last dwindling bit of magic he had left get sucked right out of him and his head fell.

"You've been trouble," Tirek growled as he prepared to finish him. "Far more than you were ever worth."

Ugly self loathing curled around Dicord's heart and he wouldn't look up. "I was never worth much anyway."

"Glad you realize it," Tirek chuckled darkly. "And really, I'm being kind. You know you're going to die anyway without your power. I know how your kind is; your being can't survive without its magic. This saves you from slavery as well. Any last words, Discord?"

Discord felt the tears brim. "Just please tell Fluttershy it was never her fault. She was always a wonderful friend and she...she was always enough. I realize that now. I never needed anything more. Tell them all I'm sorry, and please...tell the princesses as well."

Tirek chuckled. "I'll think about it." The killing blast unleashed from his horns, but just as he went to aim it at Discord a blinding orb above him caught his attention. The blast hit just above Discord and the building fell apart, crushing him under pieces of debris.

Even under the wreckage Discord somehow didn't feel pain. He didn't feel anything. His extremities were numb. He saw the light through the cracks of rubble and heard Tirek give a shriek. Then...there were frenzied voices.

"Discord!" Fluttershy screamed and all six ponies bolted to the wreckage. Applejack and Rainbow Dash started hastily bucking off the smaller pieces of the roof and walls and Twilight's magic lifted the larger pieces of debris off the spirit. Discord was almost completely motionless.

"Discord!" He heard Fluttershy's voice fill with sobs and felt her warm hooves lift his head. He very weakly nuzzled her tears away. "Fluttershy..." he whispered with a smile.

"Discord," the pegasus sobbed, holding him close. He tried to reach a paw to wrap around her, but he couldn't even feel it. "Oh Discord..."

"Fluttershy..." His voice was so thin and fading fast. "I'm so sorry... I've made...so many mistakes in my life...but the biggest was giving you up."

The pegasus felt her heart breaking, but she still gave him a smile of absolute maternal pride. "You saved us, sweetie. You saved us all..."

"I had to..." Discord whispered. "I couldn't...let him get to you.. I had to make up for it in the end."

"Don't you be saying nothing about an end!" Applejack tried to snap, her voice choked and shaking. "This ain't no end! You're gonna be back to your annoying self and raising hay again in no time!"

"I wish that were true," he said softly. "But I...I can't feel most of my body right now..."

Twilight's horn shone desperately, trying every healing spell she knew. Several minor scrapes were mended, but it was no use. She didn't know how to heal what was surely many internal injuries. "I-I can't do anything." What kind of princess was she, when she couldn't save the life of her friend? "I..I can't help."

Discord was having a hard time just keeping his eyes opened. "Save your magic, Twilight," he told her. "You're going to have to use it...for when you try to repair...this town." He glanced almost playfully at the wreckage. "And the building...that fell on me." His eyes fluttered again.

"Keep your eyes open!" Rainbow snarled at him, trying to clear all the rocks away. "Don't you dare go to sleep! You're the Spirit Of Chaos and nothing is going to get rid of you! I mean-!" She gave a choked laugh. "If we couldn't this can't!"

"You're stronger than this, darling," Rarity whispered. "Just hold on." Pinkie Pie said nothing and Discord just felt her slip her hoof into his paw, eyes shimmering with tears.

"Fluttershy, thank you..." Discord whispered, eyes brimming. "Thank you...for showing me what friendship was like...and that it was something that was meant for me too."

Fluttershy broke down, sobbing into his face. He summoned a reserve a strength from Equestria knows where and pulled her tighter. "I love you..."

"I know..." he said quietly. "I love you too."

Through blurry eyes Discord saw a pale shape suddenly in front of him, with her flowing mane and stricken, pained expression.

"Princess!" Twilight pleaded, choking on a sob. "Princess, you have to do something!"

Celestia felt her voice tighten in grief and the tearful princesses behind her bowed their heads. "I...I don't think I can, Twilight." She didn't know a healing spell that was strong enough for this and if one even existed she'd have to find it. Discord didn't have that kind of time. Everyone's power had a limit. Unfortunately...this was Celestia's. She bent down next to Discord and he gazed sadly and softly at her.

"Celestia... I'm sorry."

"I know," the princess whispered tearfully, bowing her head so deeply forward that their foreheads barely bumped. "I know you are." Everyone bowed their head in grief as Discord grew limp in Flutteshy's hold and all was silent but Flutershy's sobs and soft, broken humming...as if she was simply lulling him to sleep.


A/N: This knocked around my head for a few days and is based off an RP I did with my friend (although Discord survived). It was hard to make this an AU of Discord being a hero while still incorporating Tirek's defeat from the rainbow power, but I think I pulled it off well enough. This is not Fluttercord (those that KNOW me know what I ship...) That episode was one of the most amazing things I have ever seen and I'm still screaming about it all. (DISLESTIA FLOWERS)