“DERPY!” Carrot Top screamed as she galloped out into the cold night air. She desperately looked to either side before calling out again “DERPY!?”

There was no response.

Bonbon hurried past Carrot Top, eyes turned upward as if hoping to see the gray pegasus high above them. Following behind were the two unicorns, Lyra looking concerned and Colgate terrified.

“What the hay just happened?” Lyra asked as Bonbon began to shout for their missing friend.

Carrot Top shook her head, feeling a panicky energy start to course though her body. She danced on the tips of her hoofs as she answered, “I have no idea!” She turned up to look up into the night sky. The thick branches of the gnarled trees seemed almost to have grown denser, all but blocking the moon from sight. “She has always been a little jumpy, but I have never seen her run off like that!” She bit her lower lip and frantically scanned the tree line, “Never! Never ever...”

Lyra gave her a sharp look before turning her back to face her. “Carrot Top, she is OK. Nothing is going to happen to Derpy. If she is not here, it’s only because she probably she’s flying back home right now. Alright?”

Carrot Top's eyes darted from Lyra's to the woods. Her friend’s words made sense, but she could not shake the feeling that Lyra was somehow terribly wrong.
“What if she does go back home?” Carrot Top asked sharply, quickly trying to rationalize her misgivings. “What if she goes home and I am not there to look after her and Dinky? What if she has an accident?”

Lyra did not take her eyes off of Carrot Top’s, but the earthpony’s own continued to shift back and forth. Catching sight of Colgate she suddenly realized that the other unicorn was giving her an alarmed look.

Colgate thought she was acting crazy!
They all probably thought that she was having a panic attack right now! Carrot Top opened her mouth, ready to snap at Colgate when Lyra spoke again.

“Carrot Top, Derpy is a grown mare. She's a bit clumsy, but she can survive without you for a few days, OK?” Lyra glared at Carrot Top as if daring her to argue.

“No!” The earth pony to felt tears well in her eyes as she glared back at Lyra. “I need to be there for her! Don't you get it? I need to look after her!”

Lyra took a step forward and pulled Carrot Top into a tight embrace. The Carrot Top resisted for a moment, but soon slumped into the hug. With a small sob she wrapped her forelegs around Lyra as tears began to flow freely down her cheeks. Clutching her tighter still, Lyra murmured reassuringly. “There, there, Derpy will be just fine. She’s going to come right back or she’ll fly back to Ponyville. If she is not back by morning then Colgate will take you back home. And I am sure that Time Turner won't let anything happen to Derpy if she does fly all the way home tonight.”

Carrot Top nodded, unable to speak as her sobs quickly tapered off into whimpers. The surge of adrenaline that had kicked in when Derpy had fled the cabin had faded, leaving Carrot Top drained.

Eventually she felt Lyra disentangling herself from their embrace as another pony lay a hoof over her shoulder. “I'll take over here.” Bonbon's familiar voice soothed. “We could use another light spell.”

Lyra nodded and with a last comforting smile, she turned and trotted off into the woods, horn flaring with light. At the same time Carrot Top felt a gentle push as Bonbon guided her back towered the light of the cabin.

As she was guided toward the fire place, a gnawing guilt started to form in the pit of Carrot Top's stomach. While Derpy was possibly lost in the dark woods, all alone, she was panicking and being coddled by ponies when she should be searching!

If Bonbon suspected her friend’s newfound source of worry she did an admissible job of hiding it, feeding the fire till it began to blaze merrily.

“I'm fine.” Carrot Top said, voice frail and unconvincing. “You shouldn't worry about me, just go and help look for Derpy.”

Bonbon shook her head firmly. “I'll decide who I should and should not worry about, if it’s all the same to you. Lyra and her friend have things well in hoof right now.”

Carrot Top groaned as she recognized the stubborn look on Bonbon's face. The mare had made up her mind and there was little anypony could do to change it now. “OK, I'm not fine,” Carrot Top sighed. “But I have a fire and a roof, which is a lot more then Derpy can say! Can you please, just go and look for her now?”

“She's not a helpless filly, Carrot Top,” Bonbon said flatly, frowning at Carrot Top, “Why are you so frantic about this?”

Carrot Top looked away from Bonbon. If it were any other mare she would have just lied; said that it was just that she had always been concerned for Derpy ever since she had stood up for her when they were fillies. That, or point out that Derpy's occasional slowness might put her at risk if she attempted the long flight back home at night. These excuses would not be untrue, but they would not be the real reason for her fear.
The fact was that the way Derpy had run out on them had frightened her badly. As badly as the worst fright her friend had ever given her.

It scared her as much as the time Derpy had first brought home Time Turner.

The thought of losing Derpy terrified her. For years the two of them had lived together, Carrot Top tending and selling her crops and Derpy working a series of odd jobs. It was far from the kind of life she had dreamed about growing up, and every now and then, when things went badly, she would vent about it to Bonbon. But even at her most upset, she had never really wanted her simple, comfortable life to change.

Then one cool fall evening, just a few weeks before, Derpy had come home with a stallion. He was brown, with a darker brown mane and an hour glass cutie mark, a combination which Carrot Top had compulsively decided was a terrible look for any stallion, particularly this one. When Carrot Top had asked who the pony was, Derpy had told her that he was some sort of doctor, though not a medical one as he was quick to elaborate when asked.

Over the next few days she had seen him come by the house several times and learned a bit more about him. His name was Time Turner, and he worked as a timepiece repair specialist, fixing clocks, hour glasses and other timepieces. It was a field he was so specialized in that he had actually managed to get a doctorate in it, of all the silly things! Carrot Top found that, with each new thing she learned about him, her opinion of the stallion soured.

By the time that Bonbon had mentioned the trip, Carrot Top had been at her wits end and had seen it as a fantastic opportunity to spend some quality time alone with her best friends. Colgate had been an unwelcome complication to that simple plan, and one that had only been made worse by her and Bonbon’s fight.
The evening had been a stressful nightmare for Carrot Top. Between Colgate insisting on sitting off by herself after she had been bandaged up and the unpleasant dinner, Carrot Top had felt like she’d spent the night walking on egg shells.

She knew now that if she had been paying less attention to her other friends she could have noticed Derpy's own distress.
It was the fight between Colgate and Bonbon. That, she decided, was where it had all gone wrong.

She sighed. “I just-” She took a deep breath and looked at Bonbon. “I just feel like I should have noticed something sooner.”

Carrot Top was surprised when Bonbon pulled her into a hug, something she rarely did, unlike her friendlier partner. “This was NOT your fault, dear!” Bonbon stated fiercely. “If Derpy had shown any signs about running away then we all missed them.”

Carrot Top began to cry again as she hugged back, whispering, “I don't want to lose her! I’m so afraid that she was going to leave me and... and…” She trailed off miserably, unable to finish the thought out loud. Bonbon sighed sympathetically.

“She did not run out on you, Carrot Top, and she never will.” The cream-colored mare held her orange-maned friend out so that she could look her square in the eye. “Whatever frightened Derpy, she did not flee the cabin because she felt neglected. You have taken care of that mare better than anypony could have! And nopony appreciates that that more than Derpy.” She gave Carrot Top another stern look, “I know that you are worried about her running off with that stallion, but even if she did, do you really think she would move away?”

Carrot Top felt her cheeks glow as she tried to look away. “If she wants to move out, then I won’t stop her,” she muttered.

Bonbon tilted Carrot Top’s head back to face her with a scowl. “Don't give me that, Carrot! You know as well as I do that the only stallion she has eyes for lives right in Ponyville! Even if she did move out to live with him, you would hardly be a quarter mile from her.”

Carrot Top sighed and hung her head. “I know,” she admitted dejectedly. “I guess I just got used to her living with me, is all. I didn’t want to give that up and I didn't think I would ever have too.”

Bonbon sighed. “And what about White Script? The two of you have been seeing each other for months and at some point you might just want to move in together. And what would happen then, hmm?” Bonbon shook her head. “Derpy can't just be your roommate forever, Carrot.”

“I know, but it’s just that-” Carrot top was cut off by a cry from outside. In a flash both ponies had bolted to the door as Lyra and Colgate galloped back toward the cabin, a dark mass carried between them.

Carrot Top's breath caught in her throat as she froze in the doorway. Then in an instant she had cleared the porch and was running full tilt to meet the oncoming ponies.
As she drew closer, her heart rate jumped as she saw a familiar blond mane protruding from the mass. Derpy's fur was matted with blood and dirt, and her left wing was bent at a sickeningly odd angle. Reaching the small group Carrot Top turned and began to follow them back toward the cabin, terrified to slow them down for even a moment.

“What happened?” she asked, mind racing.

“Colgate found her like this out there,” Lyra explained, her face pale and voice quavering. “She's cut up pretty bad so we didn’t want to leave her out there.”

“Is she safe to move?”

“She was breathing,” Lyra replied, uneasily.

Before Carrot Top could ask anything else they had reached the front steps of the cabin. She stepped aside as Lyra and Colgate rushed inside through the door. Following behind them she found that Bonbon had pulled out a few blankets along with the couch to serve as a makeshift bed for the injured mare. The unicorns gently lay Derpy on the couch as Carrot Top moved around to her side.

As Carrot Top got a better look at Derpy she felt her heart sink. Her body was covered in cuts, most small and shallow, but some long and deep. The lacerations were ragged and seemed to be covered in dirt, bark, and tree sap. Worse still, Carrot Top could tell from the way her friends skin had bulged in places that a few of her bones had been broken, including her left wing.

“Where did you find her?” Carrot Top asked, not looking up from her examination of the injured pony.

“She was next to a big tree,” Colgate explained, voice betraying her fear. “She was just lying there, not moving! I might have missed her, but her wing was sticking up weirdly from where she had…” She swallowed, “…I guess where she had crashed.”

Carrot Top gave Colgate a look that made the unicorn flinch. “So you are saying that she did not land on her broken wing?”

Colgate shook her head. “I mean, it was sticking up, so I don’t think so. Why?”

Carrot Top looked back to Derpy. While it was true that Derpy could have just rolled after falling on her wing, it seemed more likely that something had broken her friend’s wing before she had fallen. It would explain the other broken bones, which seemed to be more frequent on Derpy’s right side, if she had landed like that.
“But then what broke her wing? And what cut her up so badly?” Carrot Top wondered out loud.

“Could it have been the trees?” Bonbon suggested, worried. “You said she had a nasty accident with one a month ago.”

Carrot Top shook her head. “Can't be.” Carrot Top’s voice was thoughtful. “She could have broken her wing if she flew into a tree, but not this badly. And I have never seen a tree branch cut a pony like this before.” Carrot Top shivered as she looked at the bark and sap in the wounds. “I didn't think they could, anyway…” she whispered.

“Can we get her to a hospital?” Colgate asked, sounding on the verge of panic. Carrot Top wondered why she was not panicking herself. Looking at Derpy's motionless form on the couch, everything seemed so unreal. While she was no doctor she had seen the results of serious injury many times and could tell that Derpy was hurt far worse then she had ever been before. Yet, she could not seem to feel any strong emotion.

“We can't risk moving her anymore right now.” Her voice was as strangely calm as she felt. “She might be bleeding internally or have broken bones in places we can't see and if we don't keep her still that could...” She tried to recall the first aid classes she had taken, but the lessons were faded and jumbled in her mind. “Well it would be bad,” she finished.

Lyra blanched at the thought that she might have inadvertently hurt Derpy by moving her as Colgate began to hyperventilate.

Bonbon looked from her still friend to Carrot Top. “Isn't there anything we can do?” she asked, eyes pleading.

Carrot Top tried to think, but her mind had gone blank.

“Carrot Top?” Bonbon asked.

Carrot Top could not respond. She felt overwhelmed by the enormity of what was happening.

“There has to be something we can do.” Lyra's voice sounded firm and authoritative, but the look she gave Carrot Top was almost desperate in its need for something- anything- to do. “Maybe we can go and get help?”

Carrot Top opened her mouth, but could not speak. In her head Lyra's last words echoed over and over again. Go get help... Go get help…

Colgate, in the meantime had succumbed to a full blown panic as she curled into a ball, still hyperventilating loudly.

Oddly it was the latter that broke Carrot Top out of her shock. Life threatening injuries were outside of her wheelhouse, but the problem of a panicked pony was not. She spun to face her friends and pointed a hoof at Colgate. “Lyra, you can start by taking your friend to another room. She and Derpy aren't helping one another one bit!” Her voice had taken on the authoritative tone she sometimes used with Derpy when troubles cropped up in there house. Lyra seemed taken aback, but quickly moved to the blue unicorn’s side, seemingly grateful to be doing something.

“What about Derpy?” Bonbon asked, still concerned though visibly bolstered by Carrot Top's confidence.

“We can't move her and we can't leave her alone,” Carrot Top said, considering their options. After a moment she added, “And I don't want anypony else going out into those woods alone for any reason. Not till we know what happened!”

Bonbon nodded. Her eyes flicked to one of the cabin’s windows and she shuddered. “I think that's a good idea.” She gave her unconscious friend a sympathetic look. “None of us can fly and, in the dark, we might just end up getting lost. Lyra is the only one who really knows this root and even she got turned around on the way up.” She did not add that they had not worried too much about it at the time, because Derpy could always fly up to get them back on course or to get help if that failed.

“Bonbon, why don't you make us some tea?” Carrot Top asked, giving her friend her a confident smile. “I think it might help sooth everypony’s nerves.”

Bonbon returned her smile, but a hint of brittleness had crept into it. “I suppose some of us certainly need it,” she said.

As Bonbon stoked the fire and prepared the kettle, Carrot Top frowned. She loved Bonbon to death, but her friend was acting awfully petty. She wondered what in Equestria Colgate had done to upset Bonbon so badly.

“She suspects Colgate’s secret,” a voice rasped behind her.

Carrot Top felt her heart leap into her throat as she spun round. Derpy had not moved, save for her mouth, which now hung open.

“What’s the matter?” Bonbon called from the fireplace.

Carrot Top ignored her. “Derpy?”

Carrot Top strained her ears, but heard nothing save for the faint sound of crying from the bedrooms. Then Bonbon asked again, “Carrot Top? What's going on over there?”

Carrot Top turned her head to Bonbon and made a shushing motion. Bonbon shot back an indignant look before suddenly crying out in terror.

Carrot Top whipped back around to see Derpy's eyes open and staring directly into hers. But what had startled Bonbon was not that Derpy’s eyes had opened, but the eyes themselves. They were pale and bloodshot, the pupils blind and un-dilated, yet Carrot Top knew without a doubt that Derpy could see her.

“Derpy?” Carrot Top asked, reflexively taking a step back as the pegasus’s wings slowly opened, the damaged left bending at a corked angle.

With a lopsided flap, Derpy rose into the air, legs dangling limply as her head lowered in jerks to maintain eye contact with Carrot Top. For a long moment the mare hung in the air, wings beating far too slowly and erratically to maintain the steady height she sat at. Then Derpy’s mouth fell open, and a voice unlike anything Carrot Top had ever heard before rasped out her throat, “Why have you awoken us from our slumber?”

“Derpy, what's going on?” Carrot Top gasped.

Derpy's dead eyes seemed to bore into Carrot Top’s as she roared, “Your friend is dead! You are all dead!” One of Derpy's hooves suddenly jerked up to point at her. “Just like the ones that came before, we will take you one by one!”

Suddenly the flying mare fell to the floor in a lifeless heap, like a puppet whose strings had been cut.

“What in Celestia's name is going on out here?” Carrot Top heard Lyra shout as a door burst open with a bang.

Bonbon looked from the motionless Derpy to Carrot Top, eyes silently asking a question that Carrot Top could not answer. Instead, the yellow earthpony slowly approached the still body of her best friend. Reaching Derpy, Carrot Top knelt down and checked for a pulse that she knew was not there.

“Carrot Top?” Colgate's voice was small and frail as Carrot Top's vision of the body grew blurry. She screwed her eyes shut as hot tear tracks burned down her cheeks.

“I'm so sorry,” she whispered as she wiped her eyes with a hoof. “I promised I would be there for you...”

“Is she...?” Lyra trailed off, unable to say the word.

Carrot Top looked away from the body and nodded, a lump forming in her throat.

Carrot Top heard a choked-off sob as somepony, Lyra from the sounds of it, began to break down. She dimly registered the soothing sound of Bonbon's voice as she comforted the crying pony.

Carrot Top felt her own body tremble, but she managed to hold it together till a hoof came to rest on her shoulder. For a moment she wanted to throw the hoof off and scream at Colgate. Scream that it was her fault that all of this had happened! But then the moment passed and she sank to the floor as grief overtook her.

“It’s OK,” a familiar voice soothed. “It's not your fault.”

Carrot Top blinked as she looked up. Through the tears in her eyes, she thought she saw a familiar face staring back at her; an achingly familiar, goofy smile beaming out from those oh-so-familiar features.
“Derpy?” she asked, feeling her heart suddenly lighten at the hope, the need to believe that it had all been some horrible misunderstanding; that she was now waking from this horrible nightmare that she had mistaken for reality.

For the fourth time that night Carrot Top was startled by a sudden scream, this time from the very pony that she had at first mistaken for her comforter. She blinked again and her eyes suddenly widened as she saw the pale, staring eyes and the broken-toothed grin of the thing that had been her friend.

In that moment she knew, beyond any doubt, that the thing in front of her was not her friend; that nothing of Derpy was left behind those horrible eyes.
As the thing lunged forward with a mad cackle, biting down onto her shoulder with bone-crushing force, the only thought left in her head was a desired hope that, where every Derpy was now, she had no idea what her body was doing.

Author's Note

I am SO sorry about how long this took to come out! The story is basically done, but there where a few problems with the editors availability so Soundspeed and De Fraug had to drop. They weere replaced with Raszee and Sage who play Bonbon and Lyra respectively in the audio book version, which should be updating soon as well. There were problems with the narrators computer.

Anyway, that's all sorted now so rest of the story should be up in a few weeks at most.

On the subject of the story itself, this chapter was typed up more then a month after the first two. I had missed my Halloween deadline, but I had a plan to have it done my Christmas! With Soundspeed hopping on board to edit and with Cotton Candy agreeing to draw the title card, as soon he had finished his finals, things where looking up! Feeling energized I turned out this much larger then normal chapter and set to work on the next one. Nothing could stop me now!