The Tale of Evil Rarity

by RarityFigma

Rating: teen
Tags: Original Character, Spike, Adventure, Main 6, Gore, My Little Pony: Friendship is Magic, Dark
Length: 12593

Rarity and Spike find a heart-shaped diamond with mystical and devious power

While gem hunting, Rarity and Spike find a strange heart shaped gem. Rarity taken by the rock quickly adds it to a new dress. However when the gem begins to reveal its hidden powers both Rarity and her friends will be caught in the crossfire...

Published 2012-03-31 14:14:02 UTC
Last updated 2012-04-24 22:15:01 UTC

The Beginning

The Tale of Evil Rarity

“Oh Spike its beautiful!” Rarity exclaimed. The white unicorn stared in wonder at the gem that her dragon companion had dug up from the ground. The sparkling blue diamond Spike held up was huge. However, that was not its only eye-catching feature. What really made then gem stand out was its unique shape. The shimmering rock almost perfectly resembled a heart.

“Yeahh... it is really cool,” Spike said with his mouth watering. Rarity noticing this, used her magic to levitate the stone away from him. She then floated a much smaller gem from their cart over to her little helper. Spike could eat this gem Rarity thought. I mean this new gem is just divine!

Rarity stared at the gem as it laid there at the top of their modest haul. The pair hadn’t gone gem hunting since the time Rarity had been abducted by the Diamond Dogs. Still a shortage of gems at Carousel made her bold enough to try again. Spike looked on with pride. He loved seeing Rarity happy and he loved even more to spend time with her, even if it meant digging up one tasty stone after another all day long.

“Well Spike I think with this new gem we can call it a day” Rarity said with a contented smile.

Spike made up his face. “You mean now we’ve got to walk all the way back?” He said depressed.

Rarity pouted at Spike, but then she realized he had a point. In order to find this many gems they had traveled much farther than they did before. The pair had left early to go hunting and now the sun was about to set. “I’m sorry Spike,” Rarity said quietly.

Spike freaked out. “Woah woah! Its fine!” Spike responded frantically. “I mean Twilight always says I need more exercise!”
Rarity smiled at Spike and the pair turned to leave.

….

The pony and the dragon had only walked a short distance when both notice how tired they were. Polite conversation had allowed them to make it up the mountain with no problem. However now in their fatigue, they only managed to vent about how weary each of them were. Rarity looked down at her little helper feeling a bit guilty for bringing him so far out into the mountains. She should’ve paid more attention to the time for once the sun fully set they would be even more unsafe in the dark rough terrain.

“Geez,” Spike said beginning to pant. “I sometimes wish you could teleport like Twilight.”

Rarity shot him an annoyed look that immediately made Spike glance away in disgrace. Still he did have another good point. If only she could quickly move from one place to next like Twilight. Think of all the time I’d save Rarity thought. She had seen Twilight teleport all the time. The purple mare made it seem so easy. If only I could… if only.

Just as Rarity thought, this unbeknownst to her and Spike the gem in their cart began to slowly glow. As it did, so did Rarity’s own horn start to glow with magical power. She felt the sudden pressure as her magic activated. Both the pony and dragon were about to turn to around when before they realized what happened they were in front of Carousel Boutique.

“Woah!” Spike said amazed. “Rarity I didn’t know you learned how to teleport!”

Rarity looked back at Spike puzzled. “The strange thing is Darling… that neither could I.”

….

No sooner than when she got in the door did Rarity begin work on her new dress. The inspiration for the ensemble seemed to just pop into her mind and the new heart gem would be its centerpiece. Rarity had given Spike a handful of gems for his hard work, some of which that were actually dress-worthy. It didn’t really matter to her at the moment; all she wanted to do was complete this one dress. Nothing else went through her mind.

….

It was midnight when Rarity stared at the product of her labors. The dress was bigger and far more gorgeous than anything she had ever made before. The heart shaped gem sat in the center of the dress directly under the wearer’s head. It was simply stunning. Rarity almost wanted to faint. She was just so proud of herself. Literally nothing could ruin this moment.

WEAR ME

“Beg Pardon?” Rarity said. She could’ve sworn she had heard a voice just then. A strange voice like none she had ever heard before. A voice that scared Rarity to her core. Choosing to ignore it she returned to staring at her creation with a huge amount of pride. It seemed to be drawing her closer and closer. It fact it was drawing her closer. Rarity had walked right up to the dress to see if she had missed a stitch or left a piece out of place. However there were none. The dress appeared perfect. So incredibly perfect.

WEAR ME

The voice that scared Rarity blared again. Where is that coming from? She thought. Rarity was now so close to her dress that she could easily wear it. Well she thought for a moment. Why shouldn’t I wear the dress? It was true. The dress was her creation and what a creation it was. The white garment was intricately woven from her finest fabric. The back of dress had tails of a vibrant white all made to stay place with her own professional stitch. However the most engaging part of the dress was its heart so to speak. The luxurious blue diamond that casually hung on the dress seemed to be begging Rarity to try on the dress.

“Oh what the hay,” she said to herself. No pony would know if she just wore the dress for just a minute and besides she had to make sure it was as comfortable as it was fabulous. Rarity’s horn lit up as the dress floated up off its dress horse and began to hover over her body. Then with the utmost caution to avoid damaging the outfit, Rarity allowed the dress to gently envelop her form.

It was then that Rarity felt something wrong. Horribly wrong! The dress was- The dress was- Rarity couldn’t describe it. Something seemed to happen to her as the dress was allowed to touch her body. She developed a massive headache. Before Rarity knew it she could barely stand. Was the dress to heavy? No that was impossible! I used the lightest fabric! Rarity thought as the pain became overwhelming. I’ll just take it off! She thought. However just as Rarity tried to magically pull off the dress her mind went blank and she fell to floor.

….

Spike was the first to look for her. They had made their trip to the mountains on Saturday. Rarity kept the Boutique closed on the weekends, though she would help if a pony came in with a valid fashion disaster. Spike knew this and smoothly thought he could talk Rarity into some kind date on her day off. The problem was when he entered the Boutique (Which was curiously unlocked) Rarity was nowhere to be found. He searched every inch of the dress shop for his beloved, but she just wasn’t there.

Spike gathered all of Rarity’s (And to a lesser extent his) friends to help him search for her. All 5 ponies joined in and they spent all Sunday looking for Rarity. They searched high and low, but the fashion obsessed pony was simply absent. Rainbow Dash looked down over the town of Ponyville trying to spot an over the top outfit that could be Rarity, though she couldn’t find a thing. Fluttershy and Pinkie Pie went from clothes store to clothes store hoping to hear a pony talk at length about how divine an accessory looked, but they too came up short. Twilight and Applejack asked around town if anypony had seen Rarity. Sadly this too left them with nothing. Spike looked for Rarity in any spot that crossed his imaginative little mind. Maybe she’s at Sweet Apple Acres? Spike pondered No wait that’s dumb, Applejack would’ve seen ever. Well then she’s gotta be the Hedgemont Center! Or maybe the hospital? Oh NO! She can’t be hurt! When I left her last night she wasn’t hurt! Spike’s imagination dragged him all over Ponyville, but still Rarity was nowhere to be found.

The group reunited at Twilight’s tree house at 9 PM. None of them had so much as found a hint of where Rarity could be. Rainbow Dash and Applejack in particular were the most annoyed by this and quickly allowed their own imaginations to wonder.

“I bet she went to some fancy girly fashion show and didn’t tell us!” Rainbow Dash said annoyed.

“Youre probably right,” Applejack agreed. She was never fond of Rarity and in her mind ignoring her friends was something the farm horse wouldn’t put past her pampered elitist rival.

“Well I wrote to Princess Celestia and she wrote me back saying Rarity isn’t in Canterlot,” Twilight responded bluntly. She didn’t want to believe Rarity would act so coldly, but even she had her doubts.

“Well… uh…,” Fluttershy began to say quietly. “Rarity and I were planning to go to the spa today. I don’t think she would just leave without telling anypony.”

“Yeah!” Spike answered loudly in Rainbow and Applejack’s direction. “She must be in trouble! We’ve gotta keep looking for her!” The little dragon was determined, but the two dissenting ponies would not be reasoned with.

“Look we spent all day looking for Miss Froo Dress Dress and found nothing!” Rainbow Dash retorted to Spike angrily. “I’ve had enough! She’ll be back to tomorrow with some dumb excuse like, sorry darlings I was just at a girly dress convention and I was too busy being girly to tell anypony!” Rainbow Dash threw her voice during the last words to mimic Rarity’s accent. While most of group thought this was a crude joke to make, both Pinkie and Applejack began to laugh at Rainbow’s conduct.

“Hahaha! That was a great Rarity impression Rainbow! Now here’s mine!” Said Pinkie Pie preparing to mimic Rarity’s voice. Ehem! I’m Rarity and I’m way too proper to play with Pinkie Pie! I have to do boring things like stitch and sew and I definitely won’t let Pinkie play with the ball of yarn even after she asked me like a trillion times and then I’ll just push out of my store and tell her to come back later!” Rainbow Dash and Applejack both laughed at Pinkie’s joke, even if wasn’t a joke and more accurately a quick summary of when Pinkie wanted to play with Rarity last week. The other ponies and Spike shot the three a disappointed look, but this didn’t have any effect on the laughing trio.

“Hehe… Look y’all,” Applejack said trying to again become civil. “I say we call off the search for today. I mean we looked all over Ponyville fer Rarity and she probably is at some event she forgot to tell us about. Let’s just call it night already.”

“You don’t have to ask me twice,” Rainbow Dash said flying out the door. Twilight yawned. They were right. Rarity was perfectly capable of handling herself. They had spent all day looking for her. There was no reason to spend all night.

“Good idea Applejack,” Twilight said calmly. The orange pony smiled. She then turned to leave trying to avoid the upset looks coming from both Spike and Fluttershy.

“Well I don’t wanna stop looking!” Spike said turning to Twilight. “Can I please keep looking for Rarity Twilight? Please can I?”

Twilight wanted to do the responsible thing and tell Spike to turn in for the night. She really wanted to, but the determination in her assistant’s eyes was stronger than ever before. A quick ‘I don’t know Spike” was all Twilight managed to say.

“Don’t worry Twilight!” Pinkie said happily. “I’m tired at all! I’ll help Spike find Rarity in no time flat!”

Twilight thought for a moment and realized she was even more worried about leaving Spike alone with Pinkie than she was just letting him go off by himself. It was then that Fluttershy stepped forward. “I… um… guess I could help them search for a bit longer,” Fluttershy said in her typical timid manner.

“Yeah!” Pinkie cut in. “Together we’ll be the ooh! Ooh! Ooh! The Rarity Recovery Squad!” She grabbed both Spike and Fluttershy in hug. “We’ll can find Rarity and have fun! It’ll be great!”

Twilight gave Fluttershy a serious look. “Are you sure you’re up to this Fluttershy?” Twilight said concerned. She knew Fluttershy had managed to babysit the Cutie Mark Crusaders, but Twilight knew that this task would be far more daunting.

“It’s ok Twilight,” Fluttershy said. “I’ve got this!”

Twilight let out another tired yawn. If there was anypony she felt she could trust it would be Fluttershy. “Ok then, but Spike promise me you won’t do anything dangerous.”

“I promise!” The tiny dragon responded boldly.

“Great!” Pinkie said with glee. “Alright Rarity Recovery Squad! Let’s Go!” Pinkie hopped over to Twilight’s door bouncing in place as her fellow Rarity hunters walked over to the entrance.

Twilight watched as the trio left the library. Deep down she knew she had made a terrible mistake, but Twilight was so tired from searching that she just closed the door behind them, hoping that everything would just work out.

….

It was midnight when the Rarity Recovery Squad chose to have a quick rest at Fluttershy’s cottage. Spike was tired, really really tired, but his drive to find Rarity gave him an almost alien strength. Nothing would stop him until he found her. Absolutely nothing.

Pinkie wasn’t bouncing as high as she had before. She too was tired but refused to show it. “Where should we go next? Where should we go next?” Pinkie said with as much pep as she could muster.

“I don’t know,” Spike said while scouring a map of the town. “We’ve checked all of Ponyville! Where could Rarity be?”

Fluttershy was half asleep. She was lying on her couch barely listening to Spike. The yellow pegasus was truly worried about Rarity, but it was also way past her bedtime.

“I’m gonna go look around some more,” Spike said both boldly and half-heartedly. “Pinkie! Fluttershy! U guys in?”

“I’m always in!” Pinkie responded happily. “I mean why would I not be in? Would I be out then? How do you be out? I mean really?” The somewhat energetic pink pony jumped with as much energy as she could over to Spike. However, when the pair looked back at Fluttershy she could barely move.

“Yawnnnnn,” Fluttershy went trying to open her eyes. “Guys… maybe we should yawnnn… just stop for the night.”

“No way!” Spike countered angrily. “I could never sleep without knowing that Rarity is safe!”

“Yeah!” Pinkie Pie agreed with a renewed passion. “Were the Rarity Recovery Squad! If we don’t find Rarity then were just the Squad! Anyponies can be the Squad! We can’t just give up on our team name!”

Spike questioned Pinkie’s drive, but one thing was certain. She was the only pony still on his side. “Let’s go Pinkie,” Spike said opening Fluttershy’s door. The pink pony turned from Fluttershy and left. Spike exited the cottage before closing the door.

“Wait… um… guys yawn..,” Fluttershy tried to voice her concern, but before the pony even realized it. She had fallen asleep.

….

The pony and the dragon wandered under the bright full moonlight. Both were tired, but also driven. They wouldn’t stop until they found their lost friend. There was only one place left to check and both creatures knew it. Eventually the pair arrived at the entrance to the most dangerous part of the countryside. The outskirts of the Everfree Forest.

“This is the only place we haven’t checked,” Spike said with a concealed yawn. “Rarity’s gotta be in there.”

Now anypony with some degree of foresight would know that going into the Everfree Forest at night would be a death sentence. However, whether or not Pinkie had this bit of sense would not be the issue as the pink pony felt a strange sensation in her back left hoof.

“Whoa an itchy back lefty? That’s rare” Pinkie said with a noticeable surprise.

“What’s that mean?” Spike responded not even bothering to question Pinkie’s sixth sense.

“An itchy back lefty means there’s a big clue nearby!” Pinkie said with a smile.

“A big clue eh?” Spike responded. However just as he finished his words the dragon and the pony saw something on the path into the forest. Tracks. Hoof tracks to be exact. Pinkie and Spike looked at each other wide-eyed before hustling over to the discovery. Had it not been for the full moon, they would’ve never seen the tracks which led from the nearby grass on to the path into the forest. Pinkie placed her hoof in the imprinted dirt. The hoof track was slightly bigger than hers.

“Rarity’s hooves are this big!” Pinkie said excitedly.

Spike’s eyes lit up. “She’s in the forest!” However, then a wave of fear hit the small dragon’s mind. “Oh no! Oh no! Rarity would never go into the Everfree forest! Something must’ve happened to her!”

Under closer inspection the pair noticed a snakelike set of tracks on both sides of the hoof tracks. The snakelike tracks were big and deep. Whatever made them was definitely strong.

Spike’s imagination got the best of him again. “Some snake monster must’ve kidnapped Rarity!” He cried in fear.

A normal pony would’ve tried to rebuke Spike’s theory. However, normal was not the word to describe Pinkie Pie. “Ohmigosh!” Pinkie said startled. “We gotta go save her!”

The sleepy pair ran into the dangerous Everfree Forest. They had absolutely nothing between them to defend themselves. The pair put their faith in the moonlight and the set of tracks to lead them to their lost comrade. Still in their sleep deprived minds this was more than enough. One of their friends was in trouble and they needed to help her as fast as possible.

….

Pinkie and Spike slowly traversed the nightmarish forest path. The moon beaming down on their set of tell-tale tracks was the only thing that kept them from getting horribly lost. She had to be close by they both thought. She just had to be. Both of them were about to keel over when they finally entered a clearing where the tracks stopped. In the center of the area was a massive flower the likes of each neither creature had ever seen before.

It was white and big and most noticeably beautiful. The flower resembled a lotus from the angle in which the pair saw it (Not that either of them knew what a lotus looked like). It shimmered luxuriously in the moonlight. Pinkie Pie couldn’t help herself. She had seen some amazing sights in her life, but this one took the cake. “Pretty,” Pinkie said in awe.

Spike two was at a loss for words. Usually girly stuff like flowers would’ve just bored him, but this, this changed everything. It was the most beautiful he had ever seen (other than Rarity of course). He let out a “Woah,” but that was all he could say before the flower started to shake.

The petals of the massive lotus began to wriggle and move. Both Pinkie and Spike were a mix of scared and awed. They had no idea what was happening, but it certainly was pretty. It was then that they finally saw her. The flower turned and low and behold in the center of the white lotus was the pony they had searched all day for. In the center of the flower was the one, the only Rarity.

The Middle

Pinkie and Spike stared in awe. Rarity had been found at long last. Her white coat gleamed in the moonlight as did her exceptional outfit. The white unicorn turned to glance at her saviors. However, she didn’t give them a look of admiration or love. Instead Rarity’s face was merely a cold and stoic glare.

Spike first tried to make contact. “Rarity it’s so good to see you!” The dragon smiled, but his princess remained solemn. Rarity’s icy stare chilled both Spike and Pinkie; still the young dragon would not be deterred. “We’ve been looking for you all day,” Spike said taking a step forward.

The moment the dragon’s tiny foot touched the ground, it happened. Rarity’s horn surged with magic and within moments her dress’s long majestic tails had extended to surround the intruding pair. Spike and Pinkie stared confused. The tails seemed to be almost threatening them. The pair looked at Rarity hoping desperately that this was a merely poor joke. However, as both creatures stared into Rarity’s cold eyes, they began to realize that something was truly a miss.

Pinkie’s tail twitched. Had it not twitched, they might not have made it. For the moment the twitch ended, Rarity’s tails flew down at Pinkie and Spike. The pink pony jumped forward and tackled Spike to the ground. The tails slammed into the ground right where the two were standing. The impact of the tails caused the forest to shake. The dragon and the pony crashed to the ground. They both looked up at their assailant. Rarity’s gaze was unwavering. She bore a hole into her rescuers with the intensity of her eyes. The tails attached to Rarity’s dress now began to wriggle like the tentacles of a massive demon. The monstrous appendages again rose up around Pinkie and Spike. As the shocked dragon and pony looked on, the scene that began as a flowery dream quickly became a terrible nightmare.

….

Fluttershy apologized over and over again. “I’m so sorry Twilight,” she repeated weakly as the pair followed Pinkie and Spike’s tracks. “I was just so tired and it was so late and-” Twilight shoved her hoof in Fluttershy’s mouth.

“It’s okay Fluttershy,” Twilight responded reassuringly. “Let’s just find them.” With that the purple mare turned her gaze back to the path. In truth she was rather annoyed with Fluttershy, but what could she do? Twilight had been the pony to let them start the ridiculous night search in the first place. Now three of her friends were missing and Twilight could barely stand it.

The two ponies soon arrived at the entrance to the Everfree forest. The tiny dragon and pony tracks continued into the strange and foreboding grove. Fluttershy squealed in fear. “The… the… the Everfree forest? I swear I never would’ve let them leave if I had known they would-” Again Twilight silenced Fluttershy with her hoof. I really shouldn’t be surprised Twilight thought pessimistically.

“Come on Fluttershy,” Twilight said to the shivering pony. “Were going in.” Fluttershy gulped as she stared into the realm of her worst fears. Twilight took the first steps inside as Fluttershy followed slowly. Soon the two ponies were deep inside the brush that always forewarned terror and suffering.
….
Rainbow Dash flew around aimlessly. Where is that wimp? She thought annoyed. Dash had been searching for Fluttershy all morning. However, when she checked her friend’s cottage the cowardly pegasus was nowhere to be found. Suddenly Dash heard somepony calling to her. She looked down to see Applejack. “Hay RD have ya seen Pinkie around anywhere?” The orange pony yelled to her flying friend.

Rainbow Dash flew down to her land bound ally. “No I haven’t seen Pinkie since yesterday,” Dash responded. “Why does it matter?”

“Ugh,” Applejack said depressed. “I’ve been lookin fer Pinkie all day!” Dash thought for a minute realizing she had been having the same problem.

“I’ve been looking for Fluttershy all day!” Dash countered with passion. “She promised to help me gauge my wingpower today, but then she goes and disappears on me!”

“I wanted Pinkie to help me with this new pie recipe ah found,” Applejack responded flatly. “Maybe Twilight knows where they are!” Dash looked at AJ with a smile. She had always admired her farm friend’s thinking.

“Race ya there?” Dash said happily.

“Only if it’s on foot,” Applejack said with a laugh. However in response to Rainbow Dash this dropped to the ground and shot Applejack a confident smile. The two ponies locked eyes and before they knew it they were off.

The pair raced through the streets of Ponyville. They zigzagged around the various townsfolk, jumping over displays and obstacles, both catching the attention of the passerby. The two ponies moved in perfect sync. Within a few minutes the pair stood outside Twilight’s library both eager for more.

“I won!” Rainbow Dash proudly declared.

“No way ah won!” Applejack responded. The two ponies again locked eyes before begrudgingly agreeing that the race was a tie. The pair then turned their attention to Twilight’s door. The wooden entrance was closed but there was note attached to the door. Applejack reached over and grabbed it from the door.

“What does it say?” Dash asked intrigued.

“It says,” Applejack said as she began to read. “Gone to Fluttershy’s. Be back soon, sincerely Twilight.”

“Well I was just at Fluttershy’s and there was nopony there!” Rainbow Dash yelled with rage.

“Great just great,” Applejack said with her own disdain. “They’ve all gone and left us.” The two ponies were both angry now. Rarity they could live without, but everypony else. Now this was getting ridiculous.

“Humph!” Dash said annoyed. “Now who’s gonna help me measure my wingpower?”

“Well if you had found Fluttershy,” Applejack began. She’d probably be too scared of you frightening the birds to be a good speed keeper.”

Rainbow nodded in agreement with her only remaining friend. “Well Pinkie would’ve been jumping around the kitchen like a lunatic! Dash said with a laugh. She’d drive you crazy before you even started baking!”

The pair laughed as they realized just how right each was. Applejack then looked at Dash with a sudden epiphany. “Well ah I guess I could help ya with yer wingpower if you flew lower to the ground,” Applejack said.

Rainbow Dash returned AJ’s gaze. “That would be great!” She responded happily. “And I could help you bake!” This declaration slightly hurt Rainbow Dash. She absolutely detested baking, but to help Applejack she would muster the willpower.

“And what do you know bout baking,” Applejack countered with a smile.

Dash laughed while throwing back her own cocky smile. “I taught Pinkie Pie all she knows,” Dash answered cheerfully.

Suddenly the two ponies both realized just how happy they were, regardless of all the other friends they now lacked. “Well then,” Applejack said. “Let’s get to it.”

Rainbow Dash lit up. Maybe today will be awesome she thought. And with that the excited pair went off to start their own adventure.
….
Why is this happening? Rarity thought. She looked through her same eyes, but she couldn’t blink. She felt each step she took through the forest, but she failed in every desperate attempt to stop moving. Most importantly she felt her magic being used constantly to control the huge wriggling tails of her dress. The long white folds were shimmering beautifully in the sunlight, but this only veiled their true monstrous nature. Only a few hours ago Rarity had been forced to watch in horror as the tails brutally attacked her two closest friends. Pinkie and Spike were still with her though. The pony and dragon were both unconscious wrapped up inside her evil evil outfit.

It’s not fair! Rarity screamed for nopony to hear. Tears came to her eyes as she remembered the terrified faces of her friends as the tails enveloped them like a snake encompassing its prey. Rarity wanted to fight, to rip her dress to shreds and to throw the heart shaped diamond, which clearly must’ve been the cause of this nightmare off the tallest cliff in Equestria. But in her current imprisoned state all Rarity could do was think. She thought of all things she wanted to do, but she could do absolutely nothing. The white mare stared at the never-ending brush in front of her. At least tell me where you’re taking me Rarity thought angrily wishing her captor could talk. The trek had become torture for the non-athletic pony. She could feel the sweat drip from her body. She could feel the insects happily biting and sucking on her for nourishment. Still Rarity could do nothing. She almost gave up at that moment. She was prepared to resign herself to exile within her own body, but then it happened. Rarity heard something. Something familiar.

“Twilight… I’m scared; maybe these are some other dragon’s tracks?” Rarity freaked. Oh no… it can’t be… it just can’t! She thought in fear. But it was. For as the voices drew nearer, it became clear that her friends Twilight and Fluttershy were close by.

The Tipping Point

Twilight kept her eyes on the ground. The tracks that guided Fluttershy and herself deep into the Everfree Forest had been lost a while ago. The pair was now following a peculiar set of tracks that they first noticed in a clearing about a mile back. There seemed to be to two sets of tracks now, hoof tracks in the middle with snake tracks on each side. Twilight grew worried. What could we be following? Why did Spike and Pinkie’s tracks vanish in that clearing? These questions raced through the unicorn’s head as they progressed further into the forest.

Fluttershy on the other hand was freaking out. “Twilight can’t… um you just maybe… I don’t know… use your magic to find them,” Fluttershy said quietly. The pegasus was whimpering as she walked behind Twilight. The purple mare merely looked back at her friend and shook her head.

“I’m sorry Fluttershy,” Twilight responded. “I don’t know any locater spells.”

Fluttershy shivered. “Then can’t we maybe… um,” Fluttershy began weakly.

However as the pegasus spoke, Twilight felt a sudden jolt. A huge sensation rocked her body. What is this feeling? Twilight thought. It was like something was close by. Something big and whatever it was, it was drawing near. That was when Twilight began to remember the last time she felt this way. This was how she felt in Nightmare Moon’s presence many years ago. A feeling of foreboding, of malice and of power.

Fluttershy saw the confusion in Twilight’s face. “Um Twilight what’s wr-,” Twilight shoved her hoof in Fluttershy’s mouth.

“Do you feel that?” Twilight said beginning to sweat.

Fluttershy pulled her friend’s hoof away. “Feel what?” She responded slightly annoyed.

Twilight turned and looked around the forest where they stood. Sunlight entered the forest through small breaks in the massive shrubbery to give the pair their vision. However that wasn’t the weird part. Twilight only now realized that the path where they stood was empty. Maybe that was what made the whole trek so strange. The Everfree Forest was silent. Not a single solitary creature made a sound. Even the trees remained still. It was like the forest was somehow afraid…

Twilight’s horn began to glow. “Fluttershy!” Twilight screamed. “Something’s coming!”

The yellow pegasus shrieked before jumping into a nearby bush. Her eyes peeked out from the plant to survey the oncoming threat. Twilight stood at attention as the monster came into view. A mass of tentacles wriggled in the air. Trees nearby the creature were knocked to the ground. Then it stopped to stare down its onlookers. Twilight and Fluttershy looked on stunned. It couldn’t be Twilight thought. It… couldn’t be.
….

“Can we eat it now?” Rainbow Dash asked with her mouth watering. Applejack smiled playfully as the pair looked at the pie they baked. It was the largest pie Applejack had ever made (possibly due to the fact that Dash put in too much yeast) and the farm pony was pretty amazed by it.

“I don’t know,” Applejack began. “I mean you only managed to get 12.0 wing power after all that practice.” Applejack laughed as Dash turned slightly red.

“12.0 beats my last record!” Dash responded quickly. “Come on AJ! I mean I helped you baked it for Pete’s sake!”

Applejack couldn’t argue with this. She wasn’t the biggest fan of baking either, but somehow working with Rainbow Dash had allowed even baking to be fun. “Well I guess you did earn a piece,” Applejack said with a smile.

Dash got excited. “Finally!” She said happily. “Let’s eat this sucker already!” The blue pegasus ripped off a portion of the large pie and took a bite out of it. A sense of instant glee took over Rainbow Dash’s face. “Ohhhh man AJ you’ve got to try this!”

“Well if ya insist,” Applejack said taking her own chunk. The moment she bit into the pie a feeling of total pleasure took over the earth pony’s body. This was without a doubt the best pie she had ever tasted. How was this possible? Applejack thought in between hurried bites. Neither of them were decent cooks and yet somehow they had managed to create an amazing pie. Applejack looked into Rainbow Dash’s eyes with wonder. Dash caught her looking and grinned wiping the pie crust off her face.

“This pie’s pretty good AJ,” Rainbow Dash said happily. “We better make another sometime.” Applejack smiled and nodded. The pair then returned to devouring the pie they created. It was large, but it didn’t matter. The two ponies merely gobbled the pastry up as they both looked up at the sun. It was just beginning to set.
….

Twilight looked on in awe. This feeling this nightmarish feeling was coming from none other than Rarity. The white unicorn now stood just a few feet away from her. The tentacles Twilight now realized were part of Rarity’s outfit. An outfit Twilight could swear she had seen somewhere before. The diamond on Rarity’s neck also seemed eerily familiar. I know I’ve seen that before, Twilight thought but where?

Before Twilight could finish her thought she noticed that Rarity’s tails surrounded her. Each tail was angled directly at the purple mare. Twilight turned her gaze toward Rarity with disbelief. However, when she was met by Rarity’s cold glare, Twilight knew one thing for sure. Something is very wrong here.

The Capture

Twilight created a magic barrier just as the tails descended on her. The tails wrapped around the pink sphere she encased herself in desperately trying to envelop her. The typhoon of fabric blinded the purple mare. She could see nothing but the wriggling white tails all around her. Twilight gritted her teeth. Maintaining the barrier was growing harder and harder. Suddenly the tails buried under Twilight’s barrier. The tails then proceeded to toss Twilight and her barrier into the air. The fear from the flight broke the purple mare’s concentration. Her barrier vanished as Twilight began to fall into the grip of the waiting tails. The unicorn fired a laser into the mass of tails. Twilight’s beam impaled one of the oncoming tails. The damaged tail flew to the ground like a cut flower. The other tails began to writhe as they felt pain. The now wriggling tails missed Twilight. However the stress of firing the strong magic blast left the mare momentarily dazed. Twilight didn’t realize how fast she was falling until it was too late. The purple pony crashed to the ground.

Fluttershy saw Twilight in her peril, but was paralyzed by fear to move. It wasn’t until Twilight screamed in agony upon impact that the pegasus jumped from her hiding place. Fluttershy raced to her friend’s side. “Twilight! Are you okay?” Fluttershy shouted. The purple mare was lying on her right side trembling with her eyes closed. One of Twilight’s back legs seemed to be twisted and she was bleeding from no clear wound.

“Fly away Fluttershy!” Twilight yelled. The yellow pony looked shocked.

“But I can’t just leave you!” Fluttershy yelled back.

Twilight forced herself to move. She stared up at Fluttershy with a serious face. “Leave Fluttershy!” Twilight screamed. “Go get help!”

Before she could say anymore one of the tails enveloped Twilight and dragged her away. Fluttershy almost fainted. She turned and jumped into the air to escape. However another one of the tails grabbed Fluttershy by her own tail and yanked her back toward the melee. The pony let out one more scream before the tails too completely enveloped her body.
….

Rainbow Dash and Applejack raced through the Equestrian countryside. The sun was almost fully set and the pair could waste no time. A letter from Princess Luna from only a few days ago foretold that tonight would be the full moon in months. Dash had dared Applejack to go with her to see the full moon in the Whitetail woods. Applejack was apprehensive at first, but her day with Rainbow Dash had been so wonderful that she just couldn’t let it end.

“Pick up the pace AJ,” Rainbow Dash shouted as she cut in front of Applejack. “Or do you want to lose to me on foot?!”

Applejack focused. “Oh I was just givin ya a headstart is all!” With that the orange pony overshot Rainbow Dash. The blue pegasus clenched her teeth before increasing her own pace. Had the leaves been in season they would be falling in droves in response to the pair’s thundering charge. Despite having entered the woods, neither pony wanted to admit defeat and stop. They ran through the woods just as they had only a few years ago during the annual competition. However, this time there was no cheating, no refs and no Twilight. The race was a battle of strength between each determined pony and the pair wouldn’t have it any other way.
….

“Fluttershy, Fluttershy” The yellow pegasus shivered. Her eyes slowly opened. “Your awake, thank Celestia.” Fluttershy looked in the direction the voice came from. She saw Twilight. The purple mare seemed to be floating next to her. This was when Fluttershy began to regain her other senses. She quickly realized she couldn’t move. The pegasus looked up to see chains locked around her front legs. Upon looking down, Fluttershy noticed there were even more chains around her hind legs. She tried to flex her wings only to feel that they too were chained to the wall.

“Where… where are we?” Fluttershy said as she looked around the room. They were in a cave illuminated only by Twilight’s horn. Sharp rocks were protruding from the walls and ceiling. Fluttershy could feel some of the jagged cave rock digging into her back. She did her best to ignore the pain as Twilight began to speak.

“I don’t know where we are,” Twilight said quietly. “I only woke up a few minutes ago myself.” The unicorn twitched as a line of blood ran down her body. The wounds she sustained earlier were still open. Twilight’s head dropped a bit allowing Fluttershy to get a better look at her horn. It was glowing, but there was something wrong with it. Twilight’s horn had a growth on it. It was a like a random bulge that pulsated with veins and stress lines. Fluttershy was repulsed, but she still decided to ask.

"What… is that?” The yellow pony asked.

Twilight looked up at Fluttershy with a frown. “I wish I knew,” She said with a sigh. Suddenly the pair heard footsteps, a pony’s footsteps. Each turned in the direction of the sound only to see Rarity. Her horn was glowing brilliantly fully illuminating the room. The pair only then realized that to Fluttershy’s right were Pinkie and Spike. Each was also chained up, but both weren’t moving. Twilight grew enraged. She shot a death glare at Rarity, who for the first time since Twilight had seen her today was smiling.

“What are you?!” Twilight screamed at the white unicorn. “I know you’re not Rarity!” The accused pony began to chuckle. Fluttershy gulped and Twilight tensed up. Rarity laughed for a few minutes more before she finally managed to face her captives.

“Well I guess there’s no reason to remain silent anymore,” said the pony that appeared to be Rarity. Both Twilight and Fluttershy grew wide-eyed. It was Rarity’s body, but the voice sounded different. It wasn’t the cheerful classy accent they were used to, but rather a raspy older mare’s voice.

Twilight regained her focus. “What do you want?!” She shouted at the pony.

Rarity grinned maliciously. “Oh you’ll do nicely indeed.”

The Oh Celestia What?!

“Answer me now,” Twilight growled. The purple pony rattled her chains. “Tell me who you are and what you want.” Rarity burst into another binge of laugher. The strange voice continued to emanate from the white unicorn’s body. Fluttershy started to tremble. She closed her eyes, but nothing could drown out the evil laugh that echoed against the cave walls. Twilight couldn’t clench her teeth any harder. “WHO ARE YOU?!” She screamed at the top of her lungs.

Rarity wiped a tear from her eye that came from her laughing too much. “You don’t know who I am? She said with a chuckle. “Doesn’t this ring a bell?” The pony pointed to the blue diamond that hung around Rarity’s neck. Well actually it didn’t seem to be hanging on Rarity’s neck as much as it seemed to be stuck to it. This was the moment Twilight noticed Rarity wasn’t wearing the outfit from before. She was naked with the exception of the diamond. But if the diamond wasn’t attached to the dress, then what was it attached too? Suddenly staring at the gem gave Twilight an epiphany. She gasped and backed her head against the wall.

“I know who you are,” Twilight said slowly. Fluttershy looked over at Twilight confused. Rarity grinned with joy.

“So good to now at least somepony remembers my greatness,” Rarity said.

“You’re not great. YOU’RE A MONSTER!” Twilight shouted at the white unicorn.

Fluttershy mustered all of her energy to speak. “Who… who is she Twilight?” Fluttershy said panicked.

Rarity twirled around the room. “Well Twilight!” Rarity laughed. “Should you tell her or shall I?” Twilight let out a sigh and closed her eyes. Fluttershy stared at her intently. The purple mare seemed to be trying to raise the courage to speak. Finally she opened her mouth.

“About 500 years ago there was a unicorn named Ava,” Twilight said slowly. “Like Nightmare Moon, today she’s only the stuff of filly tales, but I guess she too is real.” Rarity was dancing with joy as Twilight spoke.

“Come on Twilight!” Rarity cheered. “Tell her what I did! Tell her why they called me the Fallen Unicorn!”

Fluttershy turned back from Rarity to look at Twilight. The purple mare let out another sigh as if articulating the story was itself painful. Still slowly Twilight continued to speak. “Ava was the top of her class in Magic Kindergarten. But that wasn’t all. She quickly tested out of all the Canterlot magic learning institutions before she even got her cutie mark. Celestia couldn’t ignore such an amazing pony. When Ava reached marehood after years of isolated magic training, Celestia sought her out. The princess appointed her to head Canterlot’s magical research and development team. Her job was to discover new spells but.”

Twilight froze as if continuing to speak was too hard for her. Rarity was hopping in a Pinkie Pie fashion with glee. Fluttershy was scared, but she was even more intrigued. “But what,” the pegasus asked pensively.

Twilight shot Rarity another death glare. “But that was when ponies started to disappear,” the purple mare growled. Fluttershy began to shiver again wishing she hadn’t asked. Rarity was shaking. Twilight managed to regain her composure and continued to speak. “Ava was a unicorn supremacist. She only cared about unicorns and hated all other forms of life. So she abused her job as head researcher to experiment on anything she could get her hooves on. Ava killed more creatures than anypony could imagine. She would amputate pegasus wings to stitch them to unicorns. She would consume dragon hearts with the hope of breathing fire. There was no limit to what she did in her power hungry madness.”

Fluttershy almost wet herself. “Wh… why did she…,” the pegasus tried to say. “Why did she ha… hate other crea… creatures?” Rarity jumped over into Fluttershy’s face almost scaring the mare’s soul out of her throat.
“Well I’ll tell you that!” Rarity shouted point blank at Fluttershy. “Magic is all that matters in this world! If you can’t do magic you’re weak and the world doesn’t need the weak! I worked tirelessly to use the dregs of the planet to make unicorns SMARTER FASTER and most importantly STRONGER! Everything Twilight said about me is true! Except for one thing!” Rarity backed away from Fluttershy who was now quietly sobbing. “I never killed a unicorn that agreed with me. That was my limit.”

“The only unicorns who agreed with you were insane!” Twilight yelled back. “Besides I didn’t get the best part of the story.” Twilight managed to make those last words as smug as possible, but Rarity only smiled.

“Go on Twi,” Rarity laughed. “Tell her how your Princess stopped me.”
Twilight grunted before turning to Fluttershy. The yellow pony was whimpering covered in a deluge of tears. Twilight tried to make her next words empowering. “When Princess Celestia found out about Ava’s actions she resolved to destroy her.” Fluttershy opened her eyes to look at Twilight. “But.” Fluttershy began to shiver again. “The Princess wasn’t sure that she could defeat Ava in battle nor did she want to risk anymore ponies’ lives. So she created that.” Twilight would’ve pointed if she could. So instead she just looked directly at the diamond on Rarity. Fluttershy shot a quick glance at the gem.

“Whaa,” the pegasus sobbed. “What… is… that?”

“It’s a soul gem,” Twilight answered. “It steals the soul of whatever pony uses magic on it. Princess Celestia sent it to Ava and when she received it. BOOM! Soul gone crisis averted.” Fluttershy tried to look up at Twilight, but she was still overcome with fear. Twilight’s next words didn’t help the pony at all.

“After Ava’s soul was taken her body was destroyed, but all her magic was linked to her soul and resided in that gem.” Twilight spoke with renowned authority even thought she had been told this story once as a filly by her brother to scare her. Rarity was still grinning maliciously. She walked closer to Twilight and stared her in the eye.

“Tell her what happened next Twilight,” Rarity said with a sudden intense passion. “It’s my favorite part of the story.”
Twilight growled at her. “The gem you were imprisoned in was stolen by thieves before Princess Celestia could properly destroy it.” Twilight said beating back a desire to spit in the evil pony’s face.

Rarity frolicked around the cave. “It’s lovely!” She chimed. “A pony’s simple greed let me survive! It was a sign! A sign that my work is FAR from over! This world in my absence has filled with filth and weakness. Friendship and compromise have replaced war and power! But I’ll change all that. I’ll change everything.”

“You’ll fail!” Twilight screamed at Rarity.

“Oh Twilight Sparkle,” Rarity answered. “Do you really think the Elements of Harmony are just going to teleport themselves here for you to use on me?”

Twilight froze up. “How did you know my last name?” She asked with fright. “And how did you know about the Elements?!”

“Ha!” Rarity laughed. “You think I didn’t acquire a memory reading spell in my studies!” Twilight shuddered. “I know everything about you Twilight Sparkle of Canterlot.” She turned and pointed at Fluttershy. “I know that this waste of wings is called Fluttershy.” Rarity then moved toward Pinkie and Spike. “And I know about your mud pony and pet salamander friends too! All your little adventures, all of your powers, and all of your weaknesses! I know them all!”

Twilight began to shiver. Was that really possible? She thought. Rarity’s smile grew as she caught Twilight’s gaze. “Yes it’s possible,” Rarity said with a chuckle. “And stopping thinking so loud; my mindreading spell is working just fine! No need to help!”

Twilight’s eyes widened. She could read minds too?! Twilight tried to remain bold. “You’ll never succeed Ava!” She screamed. “I’ll destroy you myself!” Rarity walked over to Twilight and grabbed her horn. The purple pony cried in pain. Fluttershy shut eyes as she cried even more softly. The pegasus didn’t know which hurt more. Watching Twilight suffer or watching her closest friend be the one to hurt her? The yellow pony whimpered as she wished with all her might to be somewhere, anywhere else.

Rarity laughed as Twilight struggled to force her growth ridden horn from the unicorn’s grasp. “Let me tell you Twilight,” She said with pleasure. “It sure was lucky for me to find this Rarity of yours.” She pointed with the hoof not grabbing Twilight at her gem. From this angle Twilight in between gasps of pain was finally able to get a clear look at what was holding the gem to Rarity’s body. Nothing was holding it. The gem was fused to her neck.

Twilight was about to puke. Rarity laughed some more. “Those thieves eventually were killed and their treasure, me was left on that mountain. I almost lost hope you know! I waited for hundreds of years for a unicorn to come that far. It was just my luck that the thieves were mud ponies! Oh well can you do?” Rarity let go of Twilight’s horn, but kept touching the growth on her horn. “What made Rarity so perfect was that she was so weak! My soul easily overpowered her pitiful body! She was the perfect vessel for my revival!”

Twilight raised her head to look Rarity in the eyes. “Rarity… is not… weak,” Twilight said with a hushed fury. Rarity laughed as she pushed against Twilight’s horn growth. The prodding caused Twilight to shake in pain. Rarity wiped another tear from her eye.

“Regardless your friend’s greatest gift was bringing me to you Twilight Sparkle,” Rarity said in a low voice. “It would be hard for little miss Rarity to stroll into Canterlot right up to Celestia’s chambers, but for the princess’s star pupil and the sister to the captain of the royal guard, it’ll be a cake walk!”

“I’D DIE BEFORE HELPING YOU!” Twilight screamed with the energy she quickly realized she had in low supply.
Rarity jabbed Twilight’s horn again causing the mare to tear up.

“I don’t need you to help me,” She said with a chuckle. “I just need your body.” Twilight’s eyes opened wide and she began to tremble. Rarity laughed as she pointed at the growth. “This is a curse I created. I said I never killed unicorns that agreed with me, but sadly few ever did. Those who sympathize with the weak are themselves weak! I found a method to use ponies like that you who wasted their magic on friendship! Twilight could barely move. She tried to clench her teeth, but it was pointless. The purple pony put all her energy into her next words.

“WHAT IN THE NAME OF CELESTIA’S DID YOU DO TO ME?!” Twilight screamed before her head fell from exhaustion. Fluttershy peeked over at Twilight. The unicorn was sweating bullets and gasping for air. Her horn was also still glowing. Though the most unsettling thing Fluttershy noticed was that the growth on Twilight’s horn had gotten much bigger.

Rarity looked at the tired Twilight on the verge of serious tears. “This curse drains a unicorn of her magic,” she laughed. “AND GIVES IT RIGHT TO ME!” Rarity broke off into a five minute binge of laughter that left her rolling on the jagged cave floor. Twilight was too weak to interrupt her, while Fluttershy was too frightened. When she finally rose again she was bloody and scratched up, but the psychotic pony didn’t seem to notice. “Once your magic is gone Twilight, I can finally use the last spell I created on you. The same one Celestia betrayed me with.” Rarity leaned in to push against Twilight’s chest. “I’m going to take your soul Twilight. I’M GOING TO TAKE YOUR SOUL!” Twilight wanted to struggle, but by this point all she could do was remain conscious and even that was wearing thin. “Once I rip your weak soul out, I’ll place my soul in your body!” Rarity turned to Fluttershy who gasped and shut her eyes. Rarity walked over and forced the pegasus’s eyes open with magic. “I don’t know what I’ll do with Rarity after that, but I do know I’ll be taking those wings of yours Fluttershy!” The yellow pegasus wanted to cry, but Rarity was also halting her tears with magic. “I’ll make soup out of that runt you call a dragon and as for the mud pony. She’s as good a dead. If there’s one thing I hate, it’s a pony with nothing to offer society.” With that Rarity backed away from Fluttershy. The yellow pegasus was too terrified to cry or close her eyes now. She instead stared at her assailant as she turned to walk away. “Twilight will run out of magic in one hour. When that time comes, you’re all dead.” Rarity walked back out the same tunnel she entered, leaving Fluttershy and Twilight behind in the darkness.

The End?

Fluttershy shook her chains to no avail. Her tears had dried against her body and the pegasus soon realized she’d run dry of the watery resource. Fluttershy turned to Twilight. The growth on her horn was so large it seemed bigger than the actual horn it was attached to. “Twilight,” Fluttershy begged. “You’ve got to do something!” The purple pony shook. Fluttershy was momentarily overjoyed. “Yes! Please Twilight! I know you can do this!”

Twilight didn’t look up at Fluttershy. She couldn’t. Lifting her head with the heavy growth was just too hard. “Flutter…shy,” Twilight managed to blurt out. The yellow pony looked at Twilight intently.

“Yes Twilight!” Fluttershy answered joyously.

Twilight coughed. “Its… its… up to you now,” the mare whispered. Fluttershy looked at Twilight like she was insane.

“Are you crazy?!” Fluttershy responded.

“Quiet,” Twilight moaned. “For all we know she’s listening to us right now.” Twilight’s horn began to glow white instead of its usual pink. Fluttershy stared at the horn with awe. The white shine even caused the growth to shake. “Fluttershy. I’m going to use the last bit of my magic to break your chains. After that I need you,” Twilight started to cough from exhaustion. “I need you to do what the Princess and I couldn’t!”

Fluttershy started to hyperventilate. “But there’s no way I could-”

Rather than listen to Fluttershy’s argument Twilight’s horn erupted a white beam. The laser flew over toward Fluttershy breaking her chains. The pegasus fell to the ground. Fluttershy tried to shake off the pain of landing on rocks. She flew over to Twilight and embraced her.”Twilight we’ve gotta to get out of here!” Fluttershy screamed. But Twilight didn’t move. Her body had grown cold. Fluttershy began to back away slowly. As she grabbed Twilight something had hit the floor with a huge thud. Fluttershy wanted to see what it was, but suddenly she was in complete darkness. Without Twilight’s horn there was no light in the cave. Fluttershy whimpered in the shadows as suddenly she heard something behind her. It sounded like… clapping.

“Impressive,” said a voice from nowhere. Fluttershy tensed up as light again surrounded the room. The pegasus turned to see that Rarity was standing only a few feet away behind her. The unicorn was clad in her previous outfit with her tails at the ready. However, Rarity seemed too awestruck to notice Fluttershy for the moment. Instead she just stared intently at Twilight. “No unicorn has ever been able to cast a spell with my curse before.” Fluttershy’s eye got something lying on the ground. It was a mass of flesh sitting at Twilight’s feet. Upon further inspection Fluttershy realized that this was the growth and that her hugging Twilight shook it off.

“She only made one mistake,” Rarity said closing her eyes. Suddenly the unicorn burst out laughing. “HAHAHAHA! She expected you! She expected you to kill me? HAHAHA!” Fluttershy tried to get angry. She took a stand in front of Twilight.

“Sta… stay away!” Fluttershy screamed. Rarity ignored this and began to walk toward Fluttershy. The pegasus wanted to be brave, but she was still petrified of Rarity and her tails. Fluttershy unknowingly backed up as Rarity walked toward her. It wasn’t until her back hit the jagged wall that Fluttershy realized she had nowhere to go.

Rarity leaned forward to look Fluttershy in the eyes. The pegasus trembled trying to dodge her gaze. “Pathetic,” Rarity scoffed. “But still, it would be cruel to not heed a unicorn’s last wish!” Rarity turned her cheek to face Fluttershy, The pegasus looked at her in confusion. “Come on Flustershy. Hit me! Destroy me like your friend Twilight begged you too!” Fluttershy recoiled. Rarity laughed uproariously. “Oh I’m sorry! I guess it’s too much to ask for you to strike your friend!” Fluttershy forced herself to face Rarity as the unicorn’s horn lit up with a gray light. Rarity’s body began to transform. Her hooves grew longer. Her purple hair curls broke and dispersed. The light enveloped the unicorn’s form. Fluttershy blinked and when she opened her eyes only a second later. Rarity was gone and a new pony was standing in her place.

It was a yellow bodied unicorn. Her mane was gray and unkempt. Her tail was ragged as if it were poorly cut. Her face was older and so was her body. The new pony was almost twice Fluttershy’s size. Her cutie mark was a strange symbol that the pegasus could barely see. It resembled two perpendicular lines with bent ends. The most eye-catching aspect of this mare though was her horn. Not only was it huge, but it seemed to be… moving. The horn had veins that seemed to be shaking as if they drew breath. The new pony smiled. “Well! How do you like my true form?” Reality hit Fluttershy like a ton of bricks. This was Ava. This was the monster’s true body.

Ava moved in again to push Fluttershy against the wall. The unicorn’s massive horn bore a hole into the cave rock on impact. “Come on Flustershy!,” She laughed. “Can’t you do anything?! Does a pegasus like you have any skill? Where’s that stare Twilight’s memory told me so much about?!” Fluttershy regained her focus. Her stare was her most powerful ability, but she seldom used it on other ponies. Still as Rarity said once, Desperate times do call for desperate measures!

Fluttershy donned her most enraged scowl and released her inner demon. The yellow pony’s eyes grew large and angry. Her stare had begun. Ava, who was laughing only moments ago, had hushed up. Fluttershy’s gaze had actually caught her off guard! The unicorn was backing away before she even realized it. Fluttershy maintained the stare, but also had to make her move. She remembered the soul gem Twilight had mentioned before. The heart diamond was now bonded to Ava’s stomach. Fluttershy didn’t think she could break it, but she still had to try.

The pegasus jumped forward and tackled Ava to the ground. The unicorn let out a dull roar of pain. Fluttershy tried to grab at the gem only feel that the rock was now part of the pony’s flesh. She ripped at it with no luck. The gem was going nowhere. “Nice one,” Ava said as she levitated Fluttershy with magic. The pegasus tried to struggle, but she was powerless. Ava was manipulating every part of her body, even her eyes. “I didn’t think a coward like you could actually put me in daze like that.” Ava used her magic to slam Fluttershy into the cave wall. The pegasus screamed as she fell to the floor. Ava took a few steps toward her and kneeled down. “It’s just too bad you’re not strong like that other winged rat from Twilight’s memory. You know who, I think her name’s Rainbow Dash.” Ava now left Fluttershy slumped on the ground and positioned herself in front of Twilight. “I’ve waited too long for this.” Ava’s horn had been glowing from the start, but now its light grew even brighter. The diamond in her chest flew out still attached by strings of flesh. “I’M TAKING TWILIGHT’S BODY!” Ava laughed as the diamond and Twilight both began to glow a dark blue. The diamond fired a beam of gray into Twilight. Ava began to laugh manically as the process occurred.

Fluttershy rose up ignoring her wounds. She saw the magic taking place and snapped. Fluttershy jumped to her feet and rocketed toward Ava. “GET AWAY FROM HER!” Fluttershy shouted with loudest voice she’d ever used. Ava’s horn fired a separate beam at Fluttershy. The pegasus was frozen in the air. She was held back by the consistent blast. Fluttershy struggled against the magic with no success. The pegasus did however manage to find a new reserve of tears.

As the pony wept, Ava laughed even more. “IT’S OVER,” She screamed. “TWILIGHT IS MINE! CELESTIA IS MINE! EQUESTRIA IS-”

That was when Ava felt a sudden jolt. Something was fighting against her. Something was fighting against her with all its might. What the, she thought confused. The unicorn looked around the room. Pinkie, Spike and Twilight were all still chained up. Fluttershy was trapped by her spell crying softly in the air. There was nopony that could stand against her! But still Ava felt something pound her chest. The pounding was rendering her soul spell useless. “WHAT IS THIS?!” Ava screamed in anger.

“You forgot about me!?”

Ava heard the voice, but she couldn’t place it. It sounded familiar. It sounded girly and accented. Suddenly the unicorn’s vision turned black. Everything around her was black. The cave, Twilight, Fluttershy it was all gone. “How?” Ava said astonished. Then she turned around to see something she never expected. There was another pony with Ava in that black void. A white pony with a curly purple mane and an enraged expression. Ava shuddered in panic. Rarity had broken free.

“Listen here you beast!” Rarity shouted. “You dragged me to this dungeon, you used fashion as weapon and you hurt my friends.” Rarity pounded the indiscernible black space. “I WILL DESTROY YOU!”

Ava tried to rationalize what was going on. How did she? Suddenly it hit Ava. Maintaining the body stealing spell had used up all the magic she was using to control Rarity. Now they were both in the white unicorn’s mind where the last recesses of her control laid. Ava cursed the air and looked down. “How did I make such an oversight?” Ava whined. However as she looked up to face Rarity she realized the unicorn was right in front of her. Rarity punched Ava in the face with all her might. The aged unicorn flew back a few feet through the air smashing against the darkened ground.

Ava let out a scream of pain. This was Rarity’s mind. She had no power here without her magic. Before Ava could return to her feet Rarity jumped on top of her. The smaller pony pinned the huge mare to the ground. The white unicorn held her horn to Ava’s neck. “Not so strong now are you,” Rarity scoffed.

Ava began to laugh. “Hahahaha you really think this matters!” Rarity looked confusion. “You can see with those eyes of ours can’t you? I don’t need your pitiful body! Within a few moments I’ll have Twilight’s! AND THEN I’LL KILL YOU ALL!”
Rarity didn’t let Ava’s threat distract her. She stabbed her horn into Ava’s neck as hard as she could. Ava screamed in agony as the blood seeped out of her body. Just as the impact was made Ava felt her body begin to vanish. Each part of her form began to disintegrate. Within seconds Ava vanished from the realm of Rarity’s mind.

The mental battle inside Rarity had broken Ava’s control. The spell abruptly stopped, as did the magic immobilizing Fluttershy. The pegasus fell from the air. However before she hit the ground Rarity grabbed her. “Fluttershy!” Rarity cried. “Darling! Tell me your okay!”

For the first time in hours Fluttershy managed a smile. “I knew you could do it,” She said quietly. Suddenly the pair heard a crash. They turned to see the heart diamond that caused all their problems shattered on the cave floor. Upon further inspection the ponies also found that the outfit Rarity had attacked them with earlier had crumbled to dust around her. The ponies locked eyes and hugged. The ordeal was finally over…

OR SO THEY THOUGHT! A blue light burst from the broken pieces of the gem and started floating around the room at a heightened pace. Rarity and Fluttershy were horrified, but each quickly realized what the flying blue light was.
It was Ava. After losing control of Rarity, her spell did fail. However Ava was so far in the process of extracting her own soul that when the gem shattered. She was able to fully escape. The blue light seemed to fly around the room aimlessly. However the pair both had a terrible epiphany. Ava was trying to possess Twilight! Rarity responded first. She used her magic to pull the rocks holding the chains in out of the cave wall. “FLUTTERSHY LET’S GET OUT OF HERE!” Rarity screamed as she levitated their three friends in the air. Fluttershy saluted Rarity and the pair bolted down the tunnel they had seen Ava enter from before. The blue soul that before flew aimlessly suddenly began to grow agitated. It shot off after the fleeing ponies.

Rarity could barely maintain her spell let alone run. The magic she used all day was Ava’s, but her body had still undergone the physical trauma of both walking for miles and from rolling on the cave rocks. Bits of blood flew from both creatures as they ran through the dark cave tunnel at top speed. Both ponies felt the blue soul following them. The strange light was right behind them, flying with frightening speed. The ponies saw a light in the distance. They pressed on toward that light. Each pony placing all their hopes on it.

Rarity and Fluttershy burst from the cave opening and both skidded to a halt. They stood on the edge of huge cliff under one of Luna’s majestic full moons. As the pair turned to run down the path of the cave the blue light erupted from the opening. Though it no longer was a shapeless blue light. Their previously vague pursuer had morphed into a ghostlike version of Ava. The ghost Ava was seething with rage. “GIVE ME TWILIGHT!” She shouted almost blowing the pair off the cliff in the process. Rarity looked at Ava and then back behind her at the freefall. Fluttershy was shocked. Without a moment’s hesitation Rarity jumped off the cliff still levitating Twilight, Pinkie and Spike with her magic.
Fluttershy took off after her friend flying at speeds she never imagined she could fly. The pegasus closed in on Rarity, who was using all her magic to keep her friends levitating. Fluttershy grabbed Rarity and held her close. Despite this the group still crashed to the ground. Luckily though Fluttershy’s move had both slowed them down and caused them to crash in the same Everfree Forest clearing that only one night ago had been the stage of Pinkie and Spike’s suffering. They landed on soft flowers and grass. Both ponies were injured, but thanks to Rarity’s magic Twilight, Pinkie and Spike all safely floated to the ground.

Rarity rose to her feet only to fall back down. Fluttershy finally suffered the full extent of her wounds. The pegasus couldn’t move. “Fluttershy,” Rarity said while trying to stand. “I’m sorry.”
Fluttershy again forced a smile “It’s not your fault,” she answered as she lay on the ground. The situation was peaceful for a moment. A moment that didn’t last.

Ava materialized with a burst of blue light in the clearing only a few feet from the fallen ponies. Fluttershy put her head down, but Rarity maintained a look of fury. “Why don’t you just give up?” Ava laughed. The blue spectral pony began walking slowly toward the crippled group. “I will never fail! YOU CAN’T STOP ME! NOW HAND OVER TWILIGHT!” Rarity stared up at Ava defeated. But suddenly the unicorn had one final brilliant idea.

“I’m sorry darling,” Rarity answered. Ava looked puzzled as the white unicorn fired a beam of energy into Twilight’s horn. The effect of Rarity’s plan was immediate. The purple pony began to stir. Her eyes opened up and she rose to the knees.

“WHAT DID YOU JUST DO?!” Ava yelled at Rarity.

The unicorn chuckled. “I gave half of my remaining magic to Twilight,” Rarity said. “Try possessing her now!”
Ava was distraught. Twilight quickly regained her senses. The purple mare turned and gave the ghost pony a death glare. Ava looked around the clearing and quickly caught sight of two bodies she could possess. Ava had caught sight of Pinkie and Spike.

Ava began to stamp the ground with fury. “YOU’RE KIDDING ME!?” The blue spirit shouted. “I HAVE TO… I HAVE TO…,” Ava dropped to knees incapable of accepting this reality. “I HAVE TO LET MY PRIZED UNICORN SOUL ENTER THE BODY OF DRAGON RUNT! OR WORSE! A MUD PONY!”

Twilight ignoring the pain from her broken leg rose to her feet. “You aren’t entering anything!” She shouted at Ava. The ghost mare was trembling, not from fear of Twilight but from the mere thought of having to possessing Pinkie or Spike. Ava grew sick. This time it was the monster who was about to puke. Twilight stood her ground as her horn and eyes both glowed white. Fluttershy and Rarity both stared in awe at Twilight’s power. A pink typhoon burst from Twilight’s horn and went flying toward Ava. The gale didn’t blow the plants or shake the forest at all. It seemed to only affect the ghostly mare.

“AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” Ava screamed as the typhoon sucked her in. The strange attack quickly muffled the unicorn’s voice as it created a huge glare under the full moonlight. The huge pink gust lasted only a minute, but when the spell finally broke and Twilight dropped to her knees. Ava was nowhere to found.
Rarity forced herself to crawl over to Twilight. “What did you do?” She asked with an amazed voice. Fluttershy too crawled over to Twilight to get an answer.

The purple mare smiled. “A magic dispersion spell,” Twilight said slowly. “With it a unicorn can spread a scatter a source of magic for miles.” Rarity and Fluttershy both looked confused, but Twilight quickly alleviated their fears. “Ava’s magic was linked directly to her soul. So when I scattered her magic her soul was dispersed along with it. I can’t be sure whether or not her magic was separated enough to fully destroy her, but right now she’ll never be strong enough to possess another unicorn again. And judging from how she acted just a minute ago. I don’t think she’ll ever settle for less.” The trio all fell to the ground with joy. Their ordeal was really over this time. The monster slain, their friends saved, now the only thing that stood between them and safety was getting home. Sadly stranded broken and bleeding in the Everfree Forest, this task was more daunting than ever before.
….

It had been a long hike, but the group finally approached Twilight’s library. The sun was rising on the new day when the ponies realized they had walked all morning. Had it not been for their wounds and carrying two, well three fainted ponies, they would’ve laughed over how easy escaping the Everfree Forest had been. No monsters attacked them. The trees were also quiet. It was almost like the forest was rewarding them for effectively ridding it of Ava. Twilight had used almost all of her magic to fix the three conscious ponies’ broken bones. Fluttershy used plants to create bandages. Rarity at first thought the idea was ghastly, but she quickly yielded to the counter argument of bleeding out during the walk home. Fluttershy flew carrying Spike in her arms while Rarity and Twilight each took turns carrying Pinkie Pie. The dragon and pink pony weren’t dead, but they were both drained of oxygen. Twilight assured her comrades that a simple air spell would heal them, but she needed a book from her library in order to perform it. When the trio was about half way to Ponyville, Rarity collapsed. The physical exertion was too much for the unicorn and she simply dropped to the ground. Twilight now carried both Rarity and Pinkie on her back using her magic to keep herself from falling. With the library insight Twilight let out a sigh of relief. Her magic was almost as spent as it was earlier. However when the pony finally approached the tree, she stopped. There was a note attached to her door. Twilight gently placed Rarity and Pinkie on the ground and grabbed the note to read it. Within moments Twilight crushed the note in hooves. Fluttershy dropped to the ground asking what happened. Without a word, Twilight threw the crumbled note to the ground and opened her door. Fluttershy placed Spike on top of Rarity and flew over to the note. The yellow pony unfolded the damaged paper and began to read it.

The Note

Dear Twilight,

Since you and everypony else decided to just up and ditch us today. WE DECIDED TO DITCH YOU GUYS INSTEAD! What Rainbow means is that we both feel just a bit unappreciated and decided to go take some time for ourselves. YEAH WERE GOING ON AN EPIC ADVENTURE WITHOUT YOU! Yep, Dash is right about that. We’ll be gone for awhile AND DON’T TRY TO FIND US!

Sincerely, Applejack and RAINBOW DASH

Fluttershy recognized Dash’s poor hoof writing. She looked up at the rising sun and wondered where her friends could’ve gone. Twilight called to her to bring everyone inside. Fluttershy darted over her to help carry their unconscious friends inside the library. Still the pegasus remained distracted. Where could Applejack and Rainbow Dash have gone?

Miles away from Ponyville a certain pair of ponies gazed at the sunrise. The duo sat atop a huge mountain looking down on rising giant. The ponies were both saturated with sweat… among other fluids. They knocked hooves as they remembered all the fun they had during the previous day. Applejack and Rainbow Dash looked enthusiastically around the Equestrian countryside. For them a new adventure had not only started, but it was also far from over…

But that is a tale for another pony.