Warning. This fanfiction is of a horror genre. It may include ponies, gore, death, despair, madness, Eldritch abominations, Lovecraftian horrors, bad writing, etc. etc…. Read at your own risk.

My Little Pony: Friendship is Magic belongs to Hasbro. Any characters that belong to them, belong to them. All else is mine and mine alone.

My name is Olive Branch, former advisor to Princess Celestia herself, and today is to be the day of my death.

I do not fear it. I do not regret it. No, I welcome it. For through this death, at least I shall take some solace from the horrors that I have seen, the living nightmare that I experienced in that damned, forsaken place deep within the Everfree Forest.

I write this now to show whomever reads it, and myself as well, that I am blessed to be both alive and sane enough to tell my story. But be warned. Once you have read this, once you have learned the truth, nothing you that believe is sacred shall ever be the same.

My story begins about two months ago, on the day that first changed my life forever.

As I said, I was once one of Celestia’s most trusted advisors. You see, I have always had a sort of knack for bringing peace and compromise to situations. That is why I was the only Earth pony among Celestia’s advisors; no matter what the debate was, I could always find a way to bring peace into the situation.

I will admit that this gave me a bit of a bloated ego about myself. I began to believe that I was not just one of the best, but the very best of her majesty’s consultants. Negotiations, peace-talks, debates, compromises… I could solve them all. And it was not just matters of state that I dealt in. I could solve domestic issues with the same ease. It has even been said and proven true that I could convince any living, thinking creature into peace with another.

So you will understand how great a shock I got when I was one of the royal advisors that Celestia made retire after the return of her sister, Princess Luna. It seems that, in order to prevent what happened all those years ago from happening again, Celestia had decided that her most important consultant should be her other half. Therefore, only a few other advisors where considered necessary, and all others would be put out of work, with a just compensation and the promise of work in any vocation that we desired.

While now I see the sound logic of this decision, at the time, my emotions clouded my thoughts. ‘How dare she?’ I thought. ‘How could she reject me like this? How could she just cast me aside?’ I was angry. No. I was furious. And so, instead of doing the reasonable thing and move on, find new work, start anew, I chose a different path. I would do… nothing.

And so, for the next month or so, I wandered from town to town, city to city, all over Equestria, hoping to find some place where I could be left alone. But no place that I stopped at was right for me. My thoughts would occasionally drift to running off to the Griffin Kingdom, or some other nation, in order to give them information against my home in an act of vengeance.

But no, I could never turn against Equestria. No force in the cosmos could ever make me do so.

And so it came to be that one day I stopped into the small town of Ponyville. Pleasant locals, charming view, a little rustic for my tastes but…

No. This would not suffice either. It was a lovely place, but it just didn’t feel right. Something felt… off. Maybe it was the way that pink filly refused to let me be. Maybe it was the lack of refined sophistication that I had grown so used to in Canterlot. Or maybe it was the surprising number of reports of ponies gone missing in the past few weeks.

In any case, I didn’t feel like I belonged here. I felt like there would be no place for me to find the peace and comfort that I desired. And then… an urge. I cannot describe it. It felt like something was tugging at my very soul. Like the thing that I desired could be found in the direction of the pull. I put up no resistance; I followed this feeling, which led me to the Everfree Forest.

Oh, that forest. That dark place, the birthplace of so many grim legends. The bloody hooves, the headless horse, Slendermane… The home of many real horrors. Manticores, cockatrices, dragons…

But I hesitated only a minute. For I knew that a legend was only a legend was only a legend. There were no undead blank flanks or tall faceless ponies. And as I said, any creature with any semblance of intelligence could be convinced by my wit and persuasion to leave me be.

And in any case, it seemed perfect, obvious even. What better place could you find to be left alone than the place feared by all? So, headstrong fool that I was, I ventured out into the forest, where something much worse than anything I had imagined, real or legend, lurked in waiting.

It had been several hours before I started to realize that something wasn’t right. For quite some time, I had gone without hearing any living creatures. The forest was dead silent aside from the swishing of the tree branches and the crunching of leaves and sticks under my hooves.

Also strange, I had seen several places that seemed like fine places to stop and rest, but I would always tell myself ‘No, go farther, just a little farther, and then you’ll be there!’ I did not know why I was so determined to head that one direction without stopping, but it began to frighten me that I couldn’t work up the will to stop and turn back.

Finally, I came upon a massive building of stone or concrete. I believe it resembled a large factory or laboratory of some sort. I remember asking myself, ‘Who in Equestria would build something such as this out here?’

Now it was obvious that I should not continue, that I should turn and run back to pleasant little Ponyville… but it was too late for me. Something within beckoned to me, and I felt oddly calm as I followed this call.

Inside of this derelict old place, I found machines that had not seen use in years, conveyor belts covered in vines, scraps of twisted broken metal lying all over, and occasionally, a strange, black residue on the floor, that seemed to steam upon close inspection.

There was a foul odor in the air. A smell of decay, of rot… of death.

Suddenly, I heard it. Hoofsteps. Heading slowly in my direction.

Foolishly, I called out, “Hello? Who is there?” Idiot! What sane pony would live in a place like this.

The steps increased their pace at my call. I wanted to run, but a mixture of curiosity and that same odd calm kept me from moving.

And then… I saw it.

The being rounded a corner and came into my view as it stepped out of the shadows. It resembled an old, grey pegasus mare. But something was wrong. This pony had no mane nor any tail. Upon closer inspection, I found that this mare was actually younger than myself, yet its skin seemed… stretched, lopsided… wrong. It barely lifted its legs to move, almost dragging them along as it slowly trotted towards me.

And its face… its eyes were shut tight, and its mouth dangled open slightly.

And yet it still walked straight for me, as if it truly, surely saw me.

Then, just as I noticed the smell of rotting flesh wafting from it, it opened its eyelids to stare at me.

Its eye sockets were void… empty… black…

I wanted to scream. To run. To just let out all the panic and fear I felt right then.

But I remained frozen in place by that same strange feeling.

Meanwhile the creature continued its approach, faster now.

I managed to speak then. I tried to talk to it, to reason with it, to convince it to leave me be. But it kept moving towards me. It was then I realized that this… this thing was not truly alive, had not even the slightest hint of intelligence, of a soul even.

The thing stopped moving a few feet in front of me. We stood staring at each other. I heard it breathing, a faint, barely noticeable rasping noise. Then, it reared up onto its hind legs, spread out its wings, and let out a blood-curdling, deafening screech.

And that was when the nightmare really began.

How would I describe those few, horrifying minutes before I passed out?

A nightmare given flesh and form.

An amalgamation of all the horrors in the cosmos.

The moment that shattered my beliefs in the natural order and would haunt me to this very day.

That… that unnatural, impossible thing transformed before my eyes. There was no gradual shift, no slow change from pony to monster. The changes happened, quite literally, in bursts.

First, the horror’s dangling lower jaw ripped off, replaced by writhing black tentacles.

Then, both wings exploded as a collection of six massive claw-tentacles, in some twisted parody of wings, took their place.

Finally, the Abomination’s (for this is the one word that justly describes the being I witnessed) lower body, starting at the waist, burst open. In its place was a long, serpentine tail, ending in a wicked, blade-like claw.

The Abomination swayed, balancing on its newly sprouted tail, then advanced on me faster than ever, slithering that slimy black tail, its blade-tip scratching at the cold, concrete flooring. It began to reach for me with its long, dangerous wing-claws.

Then, my mind snapped, and all went dark.

When I awoke, I was cold, sore, and confused.

I was alive. The thing hadn’t killed me after all. Why?

I was in a large steel cage, which, judging from the claw markings, must have once held something a tad bit more dangerous than myself.

The room was dark, but through the dim I could make out the shapes of… of more of those monstrous, eldritch Abominations!

Each one resembled a pony in minor ways, due to the remnants of their host form. But after that, the similarities ceased. Every one of those horrors was unique in its true form. The only real constant were the colors. All had fetid grey skin covering those writhing black tentacles, those chitinous black claws, those wicked black blades!

They shambled or slithered aimlessly it seemed. Occasionally they would bump into one another, but showed no signs of recognizing this.

Suddenly, my ears picked up a faint sobbing noise in the far corner of the room. Just barely, I could make out a unicorn mare, locked in a cage much like mine, hunched over and crying.

As I opened my mouth to call out to her, a strange, almost hollow sounding male voice spoke from the shadows on the other side of the room.

“Beautiful, aren’t they, Olive Branch? My creations… my children… perfect in every way. Don’t you think so, miss Olive Branch?”

The voice was vaguely, hauntingly familiar. I looked to the speaker, and was able to see his silhouette enough to determine that he was a unicorn. His mane appeared to be what could only be described as majestic, and he appeared to be wearing a cape.

“Do you not remember me, Olive? It has been a long time since we worked together. You never did approve much of my work, as I recall.”

Then it hit me. I knew that voice. He was Celestia’s former go-to adviser for all matters of science. This pony was non-other than…

“Professor Abnormal Mind?”

“Ah… excellent. You do remember me after all this time.”

“But… but you were supposed to be banished for your… your…”

“For my life’s work? For my attempts to make ponies into the perfect race? For trying to improve the quality of life in the forsaken land you know as Equestria? Yes, I was going to be banished… but Celestia could not banish a pony who died a tragic death in the depths of the Everfree Forest, now can she, my dear naïve Olive Branch?”

“What do you want from me?”

He chuckled, then started moving towards me. However, his hoofsteps sounded odd… slower than they should have been, and his movement seemed to be followed by the sound of bone being dragged across concrete.

“Why, right now, all I wish to do is to prove to you that I have succeeded in making the perfect race. They are all around you, right now. My children. And that’s not all, my dear, for I am living proof of my statement.”

With that, he moved into the light where I could see him clearly.

I had never screamed so loud in my life.

He was a monster to behold. What I had taken for a mane was in reality a mass of fat, writhing black tentacles. His ‘cape’ was in truth a pair of claw-arms that sprouted from his shoulders and folded back in a way that resembled a cape’s fringe.

About half of his face seemed to have melted off, leaving a black rot covering the spot his right eye would have gone. His other eye… It was a black void like those of his creations. However, in the center was a jagged red starburst-shaped pupil gazing menacingly at me.

He smiled, revealing his jagged, razor-sharp teeth. His horn had holes through it like a Changeling’s would have. Upward-pointing black spikes jutted out of his fore legs. As for his hind legs… he had none.

From the waist back, there was nothing, save for a black, corrupted looking spinal column, ending in a sharp, stinger-like point.

“You see, miss Branch, when I was cast off for the results of my experiments, I didn’t stop. No, I kept going. I made an improved formula, and, for lack of any other options, I tested it on myself. This is the result! This form! At first I saw myself as you see me, a monster, an Abomination. But then, as I began to discover this form’s abilities and attributes, I realized that this IS what I was looking for, this IS my perfection!

“I learned to spread my perfection with my stinger. One sting injects my patient and immediately transforms them into a loyal drone, much like those you see around us. I can produce a special pheromone to lure in new ponies to cure, such as yourself. And best of all, I share a connection with all of my drones. I sense what they sense. I can control them mentally, from afar.

“Now, now that I have this power, now that I can spread my perfection, I plan to take my revenge on those who scorned me! My legions know no fear, no pain, no hunger… they will destroy all who stand against me. And soon, I shall rule! And those feeble ponies who rejected me, THEY will be the outcasts, THEY will be the Abominations!!! And nothing can stop me!”

“Why?” I implored, distraught by this news. “Why are you doing this? Why have you taken me prisoner? And why are you telling me this?”

He laughed then, a cruel, mocking laugh that cut into my soul.

“Oh, my dear, where is that keen mind of yours? What do I plan to do with you? Why, my dear…” he leaned in close and spoke slowly to me through his mocking grin. “You are going to join me. You are intelligent. You have been scorned by those foolish princesses. You, my dear, would make a perfect queen.”

I stared, unable to speak due to the immense horror and revulsion I felt right then. He… wanted me to become a… a monster… an Abomination like himself. As I stood, he began to pace, dragging himself along.

“You see, dear Olive Branch, even perfection has its limitations. It would appear that as the hive mind, I can only control about fifteen of my drones at once. Any more than that, and I start to lose my hold on all of them, turning them into simple, useless, mindless monsters.”

If I were in the mood for humor, I would have found that ironic statement humorous.

“To make matters even more inconvenient, I find that I can only control my drones within a certain range. Meaning that I must go wherever I desire them to go. That is why I need you. I need you to be my hive Queen! To rule by my side!”

I couldn’t believe what I was hearing. He was offering me power, control, greatness! He was offering to make me his equal! He was giving me the chance to rule Equestria beneath my hooves.

I knew it was wrong. To turn into some freakish Abomination and attempt to destroy all that I know and hold dear? One would have to be mad to take such an offer!

And yet… his words struck at some part deep within me. A part of me wanted this, wanted to rule, to crush those who had scorned me!

But… no. I was above these urges. I would not sink to his level!

I fixed him with a hate-filled glare, then inquired sternly, “And if I refuse?”

He stopped pacing at this, and turned to fix a demented, one-eyed stare at me. And then… he laughed. That stare… that laugh… to this day they still haunt me. If not for the scorn and hatred and madness that they signified, then for the words that followed them:

“Oh my dear little pony… what in Equestria makes you think you have a choice in the matter?”

I couldn’t take anymore. There was nothing I could do. I lost all hope, sank to the floor, defeated.

“Now now, do not be so dreary my dear. Allow me to demonstrate what you can look forward to.”

With that, he began to head towards the source of the sobbing I had heard earlier.

“Watch closely. I’ve been losing some of my drones in the forest, and it is high time they are replaced. And this pony…” he chuckled, “This little pony is about to be cured of all her mortal woes, and finally obtain perfection!”

The mare began begging, pleading through tears for her life. The mad doctor crept forward slowly, like a predator toying with its dying prey. And then… he struck the mare in the flank with his terrible ‘cure.’

The mare sat, shivering, coughing, doubling over in pain, eyes shut tight. Then, she let out a blood curdling scream, and snapped open her eyes.

They were empty… dark…

Her hair fell out in clumps, revealing rapidly greying, decaying skin. Out of her mouth sprang her tongue, replaced by a single hook-tipped tentacle. Her neck, waist, and knees broke apart and split, barely connected by more tentacles. Long spines shot out of her neck and back.

When the horrible transformation finished, she was one of them… she was an Abomination… mindless… soulless… a puppet for this sick, twisted excuse for a living being!

“Now, miss Branch, what will happen to you will be similar. I will simply use a different concentration. For a moment your mind will blank, but it shall return, sharper, clearer than ever! Of course we cannot join forces immediately after your transformation. I have learned the hard way that our natural instinct is to kill one another for dominance of the hive. I have become the master of such urges, and as such will be able to resist. You, however, you will not be able to help yourself. So, you shall be locked up a sufficient distance away, so that you will not be able to confuse the drones, until you are in better control of yourself. Then… then we shall spread… find more who can help control… divide… crush… CONQUER! Nothing will stop us! NOTHING!!!”

With that, he turned to leave, dragging himself towards the door.

“Tomorrow, Olive. Tomorrow, I cure you, so that together we may purge this land of those imperfect ponies. Once and for all!”

Before slamming the heavy metal door behind himself, Professor Mind, in a cold, cruel tone, stated "Oh, and as for you my fine fellow, I'm afraid that I will be unable to purify you... Therefore, I believe that you shall need to be removed. I can't have filth such as you remaining here for too long... And, I must say, what better way to dispose of you than at the hooves of your beloved wife!"

It was then I noticed the second pony in the cage. A stallion, who had evidently abandoned all hope, and had simply sat in the cage's corner, silent and unmoving.

The newly turned Abomination turned its gruesome head to him, then began to creep towards him. Evidently sensing his endangered state, he began to rise, only to be struck down by a swing of the creature's hoof. The former mare then grabbed her former lover, lifted him up, and began repeatedly slamming him against the cage's bars, harder and harder each time. He grunted in pain, and could see well enough to tell that he had begun coughing up blood. He struggled desperately, and finally managed to unbalance the tall, slender Abomination, which dropped him to the ground.

The poor stallion ran to the cage door to try and escape, but found it locked tight. Before he could try anything else, the beast let out a shriek and lunged, knocking back to the ground. But this time, she had different plans for him. The tentacle connecting her front hoof to her fore limb wrapped itself around his neck... and began to squeeze, to slowly choke the life out of him. He tried to tug and pull away, but her altered state was to powerful. Tighter and tighter she squeezed, causing the poor colt to cough and sputter, until it was to tight even for that.

Finally, just when it seemed she was about to finish him, one of his attempts to break free of her deadly embrace actually proved successful. He pulled away, ripping her entire tentacle-limb with him. The Abomination screamed in evident pain, as its arm dropped to the ground and began to dissolve into a steaming black puddle. That pony didn't even wait to catch his breath; he simply began throwing himself at the bars, trying to escape in any way possible.

As luck would have it, the bars to the cage were old and degraded enough where his repeated efforts came through for him, causing a small section of the cage to break out, allowing him to escape.

But then... his luck ran out.

As I mentioned, there were several of the Abominations in the room... But one was all it took.

The winged-serpent, the first of these horrors that I encountered, was the one to notice and get to him. As he sat, momentarily dazed from bashing his skull into the cage bars, the nightmarish thing quickly slithered over and smacked him aside with the flat of its tail-blade. Then, as he lay sprawled in the corner, bruised, bleeding, and dazed, the Abomination flung forward its 'wings.'

I winced as I watched four wing-claws stab into each of the pony's limbs, pinning him to the ground and causing him to scream and writhe in agony. Then, the remaining two claws poised themselves to strike. In one fluid motion, the being slit the stallion from stomach to throat, then ripped open the flaps to reveal his innards. I began to retch as the Abomination began to rip out vital organs, flinging them away, where they were devoured by any nearby Abomination's who still retained a mouth to their form. That thing... it continued ripping and tearing at him long after he had passed on, lying in a pool of his own blood and gore...

When the Abomination had finished, and had returned to a more docile state, had finally broke down and cried...

There seemed to be no hope for me...

Should I attempt to escape?

If so, I will most likely be ripped to shreds by these eldritch beasts.

But if I don't, then Equestria will be doomed.

At the time... I did not know what to do... So...

I sat... I thought... and I cried myself into my nightmare plagued sleep...

To be continued…

Author's Note

The next part is the ending. But... There shall be two endings. One Good (and also canon.) The other Bad.