Scootaloo's fur was dirty, her mane disheveled and she was panting furiously. She was nothing more than a blur of orange and purple among the dark background of the Everfree Forest. Sticks and leaves had gotten caught in her mane and fur but she didn't bother stopping. If she stopped it would get her and dying from exhaustion was better than getting caught by that...Thing. She didn't know what else to call it, it had a name but she feared even thinking it would make it more real.

Nothing but a story to scare fillies away from the Everfree Forest. that is what they had told her. All the adults, it's what they'd said. It had been a game, looking for it. Three fillies trying to scare each other. Every ten seconds one of them would say "Did you hear that?" or "I think I saw something over there." or "There's something following us." Actually, it had all been funny up until that last one. Sweetie Belle's voice had squeaked higher that time and she was truly scared. Not pretend, not joking but genuinely frightened. It had shown on her face. "Stop it, Sweetie Belle.", "It's not funny." many retorts like that had been thrown her way by Scootaloo and Applebloom. "No guys, I'm serious." and serious it had gotten. From that moment on it had no longer been a game but a rush to get out of the forest, a mad dash that their very survival depended on.

Scootaloo hadn't actually seen it, neither had Applebloom and Sweetie Belle was going on nothing more than a shadow. Alone in the dark, in the forbidden forest was enough to get their young minds frightened though. In their rush to escape the forest somehow Scootaloo had ended up separated from her friends. One moment she had been running beside them and the next they had disappeared from view. Scootaloo still didn't understand how it happened, and there was no time to consider it right then.

Finally her young body gave out and she stopped running. She collapsed to the ground and her fur was damp and matted from the sweat. Her throat was dry and aching and every breath caused her chest to expand painfully. Scootaloo continued to tell herself that she would not cry, that she was not scared and most importantly that it was not real. Sweetie Belle had been mistaken, perhaps this was even all a joke and Sweetie and Applebloom were watching her from close by. They would all have a laugh about it later on, after Scootaloo kicked their flanks of course.

It took a few minutes but Scootaloo finally rose to her hooves, she still hadn't regained completely. She spun around; the poor filly could barely see anything. Darkness surrounded her and ever second she spent not moving she felt as though the darkness was surrounding her, coming closer, suffocating her. All around here there were invisible eyes watching her, she just knew it. A gust of wind blew by and chilled her damp fur and skin.

"Okay, guys. This isn't funny anymore!" she yelled. "I wanna go home!" she screamed again.

She began moving again, although this time a fast walk was enough. She didn't want to wear herself down again. Her eyes were now mostly adjusted to the darkness. Every shadow seemed ominous to her, as though it intended to hurt her which was completely absurd as everypony knew shadows were just that, shadows. They couldn't hurt her. She saw something of the corner of her eye. A shadow that stood out more than the others somehow. It was vaguely pony sized and shaped, and Scootaloo gasped, jumping on the spot. When she turned to try and focus on it it was gone.

"Really funny, Applebloom!" she yelled out towards where the shadow had been, although she was beginning to doubt it was one of her friends more and more.

Then it hit her, all of a sudden. It was too much. Something was wrong. The darkness really did seem to be coming closer now. Her fear overcame her pride and she opened her mouth to scream but it got caught in her throat and no sound came. A wave of nausea washed over her and it took everything she had not to vomit on the spot. Her vision blurred and her legs begin to wobble until they were unable to support her weight and she collapsed to the ground. The last thing she saw before passing out were a pair of hoofs in front of her. She tried moving her eyes to look up but to no avail. In the end she closed her eyes and gave herself to the darkness.

**

"Ah don't know where she is, ah thought she was followin' you!" Appleboom said accusingly.

"As if! I even told you she was running right beside you!" was Sweetie Belle's retort, as accusing as Applebloom's.

They were running towards Fluttershy's cottage. Somehow they had managed to escape the forest, and what a huge relief it had been until they noticed that Scootaloo was nowhere in sight. They'd called out her name several times and wandered around the edge of the forest to see if they could catch a glimpse of their orange friend; all of it amounted to nothing. They'd briefly considered going back in to look for her but neither of them felt brave enough to do that so they were now running to get help, perhaps the first smart thing they'd done all night. They weren't sure how much help Fluttershy, of all ponies, would be but it was better than waiting for Scootaloo to reappear on her own. What if she was lost, and needed help?

When they reached Fluttershy's cottage they didn't even bother knocking. They burst in with a scream, almost giving poor Fluttershy a heart attack in the process. Angel grumpily stared towards the fillies who had entered while Fluttershy got back on her hooves.

"Girls? What's wrong?" Fluttershy immediately noticed one of them was missing. Since the three of them always seemed to be together it was very noticeable when either of them were absent from their little group.

"We went into the Everfree Forest and-"

"We're really sorry, Scootaloo-"

"We didn't mean for any of it to happen she was just gone-"

"I wasn't making it up, I really saw it Fluttershy, I swear-"

"Girls, please..."

"Ah'm so worried, what if she's hurt-"

"It followed us, I know it did, it was there-"

"Never actually saw it but-"

"Um, girls..."

"We need to get my sister and go back in-"

"It's real!"

"Girls!" They both stopped talking, Fluttershy made sure she'd been heard that time.

The yellow pegasus had not been able to gather much but one thing was certain, the most important part she had been unable to gather. Scootaloo was missing, in the Everfree Forest alone in the middle of the night. It was bad, to say the least. There were all sorts of dangerous creatures in that forest and it sounded like the girls had encoutered one of them. Fluttershy had not managed to really get a description but just knowing somepony needed help was enough for her. Rushing in herself would be silly, the best thing to do would be to go get her friends, they would all have to go search together.

"Girls, I want you to run and get your sisters. Tell them what happened and to meet me here. I'm going to go get Twilight and Rainbow Dash."

They didn't need to be told twice. They took off as fast as their legs could take them, each heading towards their respective houses. Fluttershy took off too, she flew as fast as she could, this was an emergency, after all.

Unknown to them they were being watched. The creature with no face, outside the cottage window it watched. It's eyeless gaze focused on the two young fillies.

No eyes.

Always watches.

Author's Note

I'm really into the Slenderman mythos (those of you who read my blog probably know that.) I had to write this, I just had to. Honestly I don't know how well it's going to be received, but I think the ideas I have are quite good. I guess I'll know once a few chapters are published, eh?

Honestly, should I really be starting another project? Probably not...But it can't be helped, it's done now and I hope you all enjoy it.