The Darkness Within

by Natsumushi

Rating: teen
Tags: Horror, Fluttershy, Pinkie Pie, Dark, Sad, Main 6, Gore, Original Character, My Little Pony: Friendship is Magic
Length: 18459

Fluttershy has been acting very strange lately and it doesn't look she's eating properly either. What's going on with the timid mare?

Lately Fluttershy has been acting strange. She doesn't seem to be eating properly and whenever she does eat she still feels hungry. She's also been having frequent dizzy spells and her friends are starting to notice her odd behavior. Then suddenly in one night two ponies are rushed to the Ponyville Medical Center. What has befallen Ponyville and what are these strange sightings other ponies have been reporting in the dead of night?

Special thanks to aFluffyGuy for proofreading this story for me. :twilightsmile:

Published 2014-04-30 04:30:05 UTC
Last updated 2016-09-13 23:29:24 UTC

Interlude I (Opiate Soul)

Prologue

Shadows crept over Ponyville as the skies boomed with thunder and rain showered the town in its natural beauty. A bright flash of lightning shone through the window, illuminating the dark bedroom revealing the furniture within. Even in the comfort of her own bed, the yellow pegasus stirred restlessly under her bed sheets. Normally Fluttershy would be cowering, but something was different on this night and she felt as though she were starving. Thoughts of a sinister nature entered her mind and often times she would cover her head with her hooves and shake the thoughts out as best she could. She didn’t want to admit what she knew to be true. Ever since the vampire fruit bat incident, her hunger constantly grew and any food she ate just could not satisfy her hunger. She knew that deep down Twilight’s spell had failed on some level and that it had somehow made her crave more than just the sweet juice of apples and other fruit, but something more.

This feeling of starvation had been going on for weeks now, causing her to suffer dizzy spells. She was usually able to convince her friends that is was nothing more than her spacing out. However, it seemed that they were noticing this happening more frequently. She would have seen a doctor, but she didn’t want to inconvenience anypony. And maybe, she thought, just maybe, this would pass soon enough. As she tried to clumsily make her way to the kitchen to get a glass of water and a salad, the starvation finally took a hold of her and she fainted.

Angel bunny quickly rushed over to his fallen owner, but quickly backed away when she began to transform right before his very eyes. He watched as her wings began to crack and rip till they were like those of a bat and her ears elongated and fangs burst forth from her mouth, until there was one final rip and a blood curdling screech, then all was silent. The place of where the mare had fallen was now occupied by a stunning, but terrifying version of the mare he called mama. She glared at the rabbit with her glowing, crimson eyes and spoke softly, seductively, “Mama’s going into town for some dinner tonight, do watch the house until I return my little Angel.”

Angel Bunny could not believe what he had witnessed, and mama’s voice was just, wrong. He quickly hopped over the window and closed it, hoping that this was just an incredibly lucid nightmare.

***

The overcast sky in Ponyville had been persistent as thunder roared and the rain was continuing to pelt the earth in the darkness of night. The Ponyville Pub was closing, nearing 2 a.m. and many of the ponies needed to get home before the storm got any worse. A big brown stallion stumbled out of the bar and into the street, the rain felt nice against his coat and despite the weather, he felt as though nothing could make his night better, and then he saw her. In a nearby alleyway he saw a beautiful yellow mare. She leaned against the side of the building, soaked through and through, looking almost longingly at him, or perhaps even lustfully? ‘I think my night just got better.’ He thought to himself.

“H-hey there miss, you okay? I-it’s rainy and stuff outside here. Would you like to come over to my place?” he slurred, trying his best to impress her.

“Actually, I’d like you to come over here. I have something I really want to show you.” She cooed lasciviously to the stallion. He involuntarily shuddered at the implication in her voice. ‘Kinky’.

“Please, come this way, deeper, I really want to show you something.” She urged the stallion.

“Okay miss, but I’ll have you know that I might be too much for you.”

Fluttershy merely shot him an alluring glance and hissed, “Sounds promising…”

The stallion followed her all the way to the back of the alleyway, anticipating the whole way as to what this ravishing, panting mare would do to pleasure him first, not once noting her bat-like wings folded against her body. She finally turned to him, and inched ever so slowly toward him, gently pushing him back against a nearby wall.

“Getting eager are we? How’s about a li’l foreplay first eh?” he brazenly asked. Fluttershy froze and suddenly, tears began to well within her eyes from what she was going to do to him. “I’m so sorry, please forgive me.”

Before the stallion could speak another word, her wings unfurled, embracing him as she sank her fangs deep into the stallion’s jugular. The stallion should have easily been able to have thrown her off, but as she drank the sweet, apple cider-tainted blood, her winged embrace was like a steel vice and he was unable to break free. Fluttershy never felt so exhilarated, she could feel her strength returning tenfold as she greedily sucked out the stallions crimson life force. Warmth spread across her body as ecstasy ensnared her mind; she wanted nothing more than to drain him, to keep drinking until nothing was left.

Until nothing...is left...

Fluttershy quickly regained control of her own body, and threw herself away from the half drained stallion, who had now lost all consciousness from extreme blood loss. Fluttershy looked down at herself in horror at what she had just done; crimson stained her mouth and chest. Her need to help him took over, and she grabbed him and flew at speeds comparable to Rainbow Dash’s and dropped him off at Ponyville Medical Center where she just knocked at the front doors and quickly flew away, finding a tree to hide behind. As she watched, one of the nurses quickly opened the door and saw the stallion. She could hear the nurse call for help followed by several sets of hoofbeats from the same general direction come rushing to the nurse's aid. Content enough to know he would get appropriate treatment; Fluttershy took to the skies, recollecting everything that had just happened. Sadness engulfed her as she landed atop a hill, suddenly allowing her wails of shame and sorrow to openly merge with the raging storm, orchestrating a symphony of despair and desolation.

Flutterbat, had returned...

Fallen Angel

Author's Note

It's been fully edited! woo!

Also, slight warning, Extremely mild clop near the end. Just giving fair warning.

Fallen Angel

Darkness within

Chapter 1

Fallen Angel

Sunlight Beamed into the spacious, cloud-sculpted bedroom; decorated with metals, trophies and Wonderbolt paraphernalia. Fluttershy had awoken in a very comfortable queen sized bed as the sun’s beams came to a rest upon her face. As she opened her eyes, there was a sensitivity there that she had never experienced before, and it made her stomach churn. Her head was pounding and her breathing was labored.

'Wha-what happened? And where am I?' She pondered. Her answer came shortly after as a rainbow maned pegasus poked her head into the bedroom.

"Fluttershy! Glad to see you're finally awake, ya had me worried." Rainbow Dash beamed as Fluttershy started to realize that she had somehow ended up in Rainbow Dash's cloud mansion.

"Rainbow, what happened? H-how did I get here...and can I get a...bucket ...?"

Rainbow Dash, quickly realizing her friends' implication, raced to the bathroom and grabbed a trash can. The moment she returned and hoofed her the can, Fluttershy, as if in queue, began to heave into it.

"Eww… not cool." Dash murmured as she watched her ill friend retch violently into the trashcan.

"Well, to answer your questions, I found you lying unconscious on the hill we all used for that meteor shower a year ago while I was on my way to work. You reeked of booze." she said before Fluttershy gave another heave. Rainbow Dash suddenly saw something odd and tentatively asked, “...are you throwing up blood?"

Fluttershy opened her eyes to confirm or deny what she was asked. As her eyes started to focus again she saw the crimson splatter and everything came back to her in full force. The drunken stallion, her sultry words, the amazing taste of life nectar, as well as the hospital and that infernal wailing that escaped her lips thereafter. She then retched one final time as these thoughts enveloped her mind, breaking her down as tears began to openly stream down her face.

'How could I have loved the taste of blood so much? How was I even able to seduce a stallion, let alone flirt with one? What's wrong with me?' she screamed in her mind, currently oblivious to Rainbow's presence.

"Yeah...I'm gonna go get a doctor. That is not a good sign." Dash announced. As she began to fly off, she was suddenly jerked to the floor by an unexpected force that left her dazed for a second or two.

"No! Don’t!" Fluttershy protested, "I'll be fine!"

Startled by Fluttershy's sudden outburst of unexpected strength, Rainbow Dash quickly tumbled to all fours and gave Fluttershy an inquisitive glare.

"Whoa, whoa, whoa! Since when can you yank me down in mid-flight? Yesterday you could barely stand or carry your groceries. There's no way you’re Fluttershy!" Rainbow Dash challenged, preparing to charge.

"What? Dashie, it is me! We used to play knight and princess, remember?" Fluttershy cried in surprise, bringing Rainbow's misguided assumption to a halt.

"Well...yeah but, that's not normal! Neither is puking blood." Dash argued.

"No, really Dashie...I'll be fine...i-it’s not blood. It's...strawberry and passion fruit juice." she said looking away from Rainbow Dash, and then quickly added behind a false smile, "and I also made a special medicine from the herbs I bought yesterday afternoon."

Rainbow Dash looked unconvinced, and Fluttershy soon felt her brave front crack under the pressure of Dash's fierce stare. Fear overcame her as she struggled with the potential possibility that if her friends indeed found out what had transpired and that she was now some kind of monster that loved to drink blood, that she'd not only lose all of her friends, but also be banished or even worse-- executed. Tears continued to pour as these thoughts swirled within her mind, threatening her to steal her away into the darkness recesses of her mind where could never escape from.

She soon felt the gentle pressure of a hoof on her shoulder, "Fluttershy," Rainbow Dash began with a sigh, her expression no longer that of a warrior ready for battle, but now that of a soft and ashamed mare. "I know that you haven't really been yourself lately. I mean, for the past few months you've started to get pretty thin, not to mention smelling like booze. And I know for a fact that, unless you're either with me or Pinkie, that you never drink. So what gives Fluttershy?"

Her mind raced to find an excuse, but none presented themselves. In her panic she just blurted out the first thing that came to mind. "I'm a grown mare! I-I was just trying to be more social was all...I guess..." she whimpered.

Rainbow Dash saw the pain and confusion creep across Fluttershy's face, and as softly as she could manage said," Fluttershy, look. Whatever it is you're going through, you know you can talk to me about it, right?" Fluttershy nodded, “then you know I don't leave my friends hanging either. I'm only trying to help you, and if you have some kind of crazy medical condition, you should really get it looked into. And also you shouldn't be out alone at night either."

Fluttershy's ears perked up when she said that.'did she somehow know I drank somepony's blood? Why would she say that?' she thought.

"Wa-What do you mean?" she exclaimed.

"Oh, right. Probably should've mentioned it earlier. Two ponies were hospitalized last night. One was drained of his blood! The other had their leg, literally ripped off by some thing at the town square! Crazy, scary stuff going on! Everypony's so terrified that anypony out after dark needs somepony else to accompany them, or to just stay the night at wherever they're at. I'm really glad I found you all in one piece, for the most part."

Fluttershy gasped in horror at the latest news. She was mildly aware of her victim, but to hear of another, more gruesome attack that, she hoped, was unrelated to her, sent shivers down her spine.

“Oh dear! Are they alright?” Fluttershy asked with genuine concern in her voice.

“Aside from the maimed colt missing a leg, they’ll both live from what I hear. I’m just really glad that you’re okay and in one piece! I-I don’t wanna think about losing anypony, especially somepony as close as you and the girls. It honestly scares the hay outta me.” Rainbow Dash confessed, shuddering at the mere thought of losing a friend.

“I’m sorry I worried you. And really, I’ll be fine. I’m just going through some strange … changes …” Fluttershy replied.

As she went to give Rainbow Dash a hug, a cyan hoof stopped in front of her face. “I appreciate what you were about to do, but you might wanna wash the… uh, red puke off of your chin and chest. It’s kinda matted and gross. No offense, I just don’t wanna hug anypony covered in their own gross. Bathroom’s down the hall to the right.” Rainbow deadpanned. Fluttershy looked down and realized the stallion’s blood was still covering her.

“Oh, right. Sorry Rainbow.” She nervously replied, and began to trot out the door, when Rainbow Dash suddenly added more to her previous statement. “Oh and Fluttershy, don’t worry about your pets and animal friends, A.J. said she would take care of them. I told the girls I found you in pretty bad shape and brought you to my place to get better. So take as long as you need to and just chill here today if you really don’t want to see a doctor. Though I can’t really blame you, you know how stubborn I was during that one incident.”

“Oh, okay. Thank you Rainbow.” Fluttershy said as she continued her trek to the bathroom.

As she walked down the hallway of Rainbow Dash’s cloud mansion, she couldn’t help but to notice the similarities between the house Rainbow’s parent’s had built and Dash’s own. It had been so long since Fluttershy had been to Dash’s home and if memory served well, the two had still been fillies. The years just seemed to really fly by; it was almost frightening to think about it.

She stopped, and looked down the stairway, and could even see the phantom images of filly Dash and herself playing knight and princess. A tear fell from her face as the moment played itself over and over again in her mind. Little Dashie had a toy sword in her mouth as she bravely called out to Fluttershy, “I’ll save you princess!” as she batted away cloud monsters and dragons with her little sword. And then when all the ‘monsters’ were ‘slain’ Fluttershy would exclaim, “My hero!” and the two would continue to frolic as one would expect; with a pretend wedding followed by laughter, and a bath if Fluttershy was spending the night. The recollection was like a knife being plunged deep into her chest. She was no longer the innocent filly of her youth, but now a monster; a ravenous, blood thirsty monster. Her innocence was lost the moment she sank her fangs into that stallion, nearly killing him; and the guilt weighed heavily on her conscious.

She pushed the memory to the back of her mind and continued onward. Upon entering the bathroom, she caught sight of her reflection. She looked absolutely horrid! The blood stained her golden coat and her mane was frayed and splattered with bile, but the look in her own eyes, that’s what terrified her the most. Those were not her soft, loving azure gems, but instead they were the eyes of a predator. Suddenly her eyes began to shift and glow, becoming a fiery, red and orange color. She began to back away from her reflection, but the reflection did not follow her lead, but instead inched closer, warping and contorting with a diabolic smile breaking across her blood stained lips. The reflection unfurled its leathery, bat-like wings and lunged at Fluttershy through the mirror as high-pitched screams rang in her ears-- Her Screams.

Rainbow Dash immediately sprang into action and bolted into the restroom, fearing the worst, as she went inside, she was surprised to find Fluttershy unharmed and safe, but curled up in the corner, covering her head with her hooves, tears running down her face, cowering for an unknown reason. Gingerly, she asked, “What’s wrong Fluttershy? Are you okay? C’mon talk to me!”

“M-m-monster…” she weakly whimpered while pointing a hoof to the mirror. Rainbow Dash examined the mirror, and then looked over to Fluttershy. “There’s no monster Fluttershy, though I will admit that you do look pretty bad. I’m guessing it was one heck of a party.” She said, trying to illicit at least a small grin from the golden mare, but to no avail. ‘I’m gonna regret this.’ She thought

“Hey, look…Don’t take this the wrong way, but would you like me to shower with you? It’ll be kinda like back in the day when we’d get a bath after a long day of playing.” She asked, feeling a slight warmth of embarrassment in her cheeks. Fluttershy nodded her head after a few moments of contemplation.

“Okay, right then.” Dash said with a sigh, helping Fluttershy into the bath tub. She then found a good and ready raincloud and gave it a gentle buck so that it would let out a steady shower of water instead of a quick downpour.

This felt very odd to her, sure it didn’t even seem like a second thought when they were fillies, but they were both grown now and an awkward silence fell as Dash began to lather up Fluttershy with a special soap that Rarity had given to her some time back, saying it would help her to win points with Soarin when Dash met with the Wonderbolts. But Helping Fluttershy out was more important to her at the moment, and Dash made sure to thoroughly wash every inch of Fluttershy, who was simply sitting there as if catatonic. When Dash began to wash Fluttershy’s wings, she heard her let out a shuddering gasp and asked, “Did you want me to stop? I can if you want.”

“No, please Dashie... don’t stop…” Fluttershy replied lasciviously. She felt as though she was in a trance as Rainbow Dash caressed her body and lathered her up, a sense of pleasure started to well from within before quickly clapping a hoof over her mouth. Startled and embarrassed by her own statement and feelings, she quickly leapt into the air and said, “Oh wow! Look at that I’m clean. Thank you so much Dashie but I think I should go-”

She felt a sharp force yank her down, followed by Rainbow Dash asking, “Whoa! Since when can you talk like that?” she questioned.

Fluttershy looked up at Rainbow Dash and noticed how shocked she looked; after all, nopony would ever expect such a suggestive tone from such a timid mare.

“To many romance novels?” she offered before yanking the shower curtain aside and running out the door, leaving a trail of precipitation, as Fluttershy made her way out of her friend's house, leaving behind a dumbstruck and anxious Rainbow Dash who was heavily blushing. As the last of the rain water poured over Rainbow Dash, one thought began to slowly creep into her mind, ‘Did I really just, enjoy that?’

Whispers in the Dark

The Darkness within
Chapter 2
Whispers in the dark

Fluttershy couldn’t remember how long she had been flying for. Minutes? Hours? It was all such a blur as she tried to make sense of what had just happened. She was okay with Dash bathing her, but when she got to her wings, it excited her, so much that she wanted more. But it was Dash! Her oldest friend, and there was no way that was normal! ‘Could it have been something to do with whatever is happening to me? I never really stopped to think of anypony that way, had I. Oh dear, oh dear! This is so scary! What am I turning into?’ Fluttershy thought as tears found their way to the rims of her eyes, she was too busy trying to hold the tears back to realize she was in front of her cottage door.

As her hoof stretched out for the handle, the door, as if by magic, suddenly swung open. Fluttershy leapt back and shrank back unto her hindquarters, when suddenly Applejack came through the door with some animal feed. Surprised, she gawked at the cowering pegasus before a big grin broke across her face, “Well ah’ll be! Howdy Fluttershy, ya feelin’ better now?” she asked.

Sighing in relief, Fluttershy quickly composed herself, “Thank goodness, I thought a robber was coming out.”

“Uh, no. Didn’t Rainbow tell ya ah was a gonna care fer yer critters? Thought you’d be up in her fancy cloud house getting’ pampered. Said you were in pretty bad shape.” She responded.

“I was, but she took such good care of me that I’m feeling much better now!” she bluffed. Applejack knew that tone of voice Fluttershy used when she was trying to do anything against her nature.

“Yer about as good a liar as ah am. What’s wrong sugarcube?”She asked. Fluttershy’s head drooped, knowing full well lying wasn’t her forte.

“I just have some stuff on my mind, but I am feeling better, I can do my own work now, you needn’t stay. I know you always have so much to do on the farm, and I don’t want you to fall behind on anything.” Fluttershy replied truthfully, looking up only to have her sight lock on to the blonde cowpony’s cutie mark. She felt the hunger begin to creep up within her, and a strange tingling course throughout her body. Her mouth watered and her canine’s started to ache ever so slightly. She was so caught up that she had completely missed what Applejack was saying, and was brought out of it when an orange hoof was waved in front of her face.

“Fluttershy! You in there?” she said loud enough to illicit a small squeak from the timid mare.

“Oh, I’m sorry, what was that again?”

“I asked why you were starin’ at mah rump like a fresh apple pie. There ain’t nothin’ on it is there?”

“Oh, no. I just kind of zoned out…sorry A.J., but I should really head inside. Angel’s probably worried sick!” Fluttershy said.

“Well don’t you worry none. Big Mac’s takin’ over my tasks fer the day so ah can stick around and help out with yer critters. But I gotta say, you do look a mite better then you had been. Tell ya what? Hows about ah make ya some o’ granny’s famous stew? Ah’ma sure that’ll put some more meat on those bones and have you better in no time! An like ah said: Ah’ma do your chores fer today. You just focus on getting’ better ya hear? Ain’t no trouble at all.”

“But, I can’t ask you to do all that! I-”

“Hush now, silly filly, you ain’t askin’, ah’m insistin’. Now git yer rump inta bed ‘n let me help ya. What kind of friend would ah be if ah didn’t stick around ta make sure you were really fine? Ah’ll have the stew ready before the cows come home.” she said with a smile, before trotting off to feed Fluttershy’s animals.

Fluttershy, now feeling guilt for making her friends help her, obeyed the orange earth pony, knowing that she’s only has Fluttershy’s best interests in heart. As she entered her home, she began to call for her white rabbit, “Angel! Angel! Mama’s home! Where are you Angel?” After a few brief moments of hunting for her beloved pet, she finally found him huddled in a bunch of blankets under the bed.

“There you are Angel Bunny! I was so worried about you!” and she hurried over to scoop him up in her hooves, but instead, he burrowed deeper into the pile of bedding. “Angel? What’s wrong? It’s me, don’t you recognize me?” Fluttershy asked, struggling to keep her emotions in check. Slowly he began to emerge from his hiding place. She looked like mama, sounded like mama, and even smelled like mama, mostly. But her scent was not quite the same; there was something else, something sour. But nonetheless, this was mostly mama, and so he hopped into her loving embrace and nuzzled into her chest.

“Don’t worry Angel Bunny, mama’s home now.” She reassured the rabbit, squeezing him lovingly. ‘Mama’s definitely gotten stronger' he thought, and then slowly allowed himself to drift off into restful sleep. ‘It was probably just a nightmare after all.’

***

The streets of Ponyville were almost as barren as a ghost town. The markets closed up early and nopony dared leave their home despite it being 10 A.M. Nopony, save for a baby dragon, and a pony. Curiously, Twilight Sparkle examined the scene of the crime, looking for any clues as to what could have done such a terrible thing. As she circled the area, the wind began to pick up, causing a lone tumbleweed to roll across the square, knocking over a wooden bucket that was in its way. She chided herself for planning this in such windy weather as she meandered over to pick up the bucket to where it originally was. After all, the most important thing to do during any investigation was to leave the area as untouched as possible. However, as she levitating the basket with her magic, something small and white fell out of it.

“Spike! Come over her and bring the evidence bag!” she called to the drake.

“S-sure thing Twi`.” said the baby dragon as he peeked out his head from behind a nearby tree, making sure the coast was clear. He quickly dashed over to her and latched onto her hind leg. Twilight felt his uncontrolled shuddering as he tried to hand her the bag.

“You know you could’ve stayed home Spike. This isn’t something a baby dragon like you should be seeing.” Twilight said, hoping that he would change his mind.

“B-but if I did that, then who would protect me if whatever did this broke into your new castle-library-home thing?” he stammered. Twilight conceded; he was right, and she still had to wait a few more days before Flash Sentry could occupy his new guard post at the Golden Oaks Castle with his own squad of guardponies. Twilight hated the idea of needing her own royal guard, but she was a princess with her own, albeit small, kingdom now. It was kind of in the job description.

“Don’t worry Spike; I’m sure that whatever did this has long since fled back into the Everfree Forest.” She said, giving him a light nuzzle to try to calm down her number one assistant.

“You sure it wasn’t zombie ponies Twi` or one of those things in the Everfree called blanks?” Spike questioned. Twilight vaguely recalled the old pony’s tale, but quickly dismissed it as just that; a Pony’s Tale.

“I’m sure Spike.” Twilight reassured him as she scooped up the curious clue in her magic and put it in the bag. After getting a close look at the oddity, she soon realized that it was a dead Starspider. This was very odd, seeing as they never seem to leave the forest near where the Royal Sisters’ old castle lay in ruin.

“Okay, we only got one more place to go Spike. The alleyway where that drained stallion claimed he was before he fell unconscious.” Determined to get to the bottom of these horrific attacks in Ponyville, her Kingdom, she needed to make haste. But as she began to leave the area, Spike said something to make her stop, “Hey, Twilight, I think you missed something, look at the ground there.” and pointed to it. Unsure of how she could have missed anything, she went over her mental checklist again and went to see what it could be.

The closer she looked, the more anxious she became, seeing nothing but the bloodstained earth, until a stray beam of light broke through the clouds and caused a thread on the ground to shine. She quickly got closer, and pulled it with her magic, pulling up not one but several long threads of silk; spider silk.

“How in Equestria did you spot that?” she inquired to Spike.

“You know, terrifying thing on the loose, adrenaline going a mile a minute, and the fact that we dragons have an eye for shiny stuff.” He rambled off, half sarcastic, half serious.

“That’s weird, but it can’t be a coincidence. C’mon Spike, we need to hurry!” and with that she levitated Spike onto her back and headed toward the second attack site.

***

The way to the next attack sight had been on the other side of Ponyville near a shady little bar simply called The Ponyville Pub. The closer the two got to it the more Spike began to tremble, unintentionally digging his little claws tightly onto Twilight’s sides.

“Ow! Spike that hurts!” she said wincing as another tremor went through him.

“Sorry Twi’. It’s just that…this has always been the bad side of town. What if there’s somepony waiting to shank us and take our things!” he said nervously.

“You know, we need to really reconsider what you read.” Twilight said in an almost motherly tone. “And you know as well as I do that everypony is inside their homes. Granted that this would be an ideal situation for most thugs, but I’m pretty sure they fear for their lives more than they would care to mug other ponies given the current circumstances. Honestly Spike, just try to relax a bit. And don’t forget that I was Celestia’s personal student. You’ll be fine.” She reassured the little dragon.

Quietly the two entered the alleyway where the stallion claimed he was attacked in. Even in broad daylight the alley had an eerie feel to it, as if whatever was here left behind a residual taint. For the next two hours Twilight and Spike scoured the alleyway for clues. As they made their way to the end of the alleyway, away from prying eyes, she saw a blood stain upon the ground, as well as a few strands of pink hair hanging off of a rusty nail near that very location. Twilight immediately put the hairs in the evidence bag with her magic and took notes of the sight.

“Spike, reach into my saddlebag and grab the camera please. Take some shots of the area, I’m going to look around for anything else that could be of use, okay?” she asked.

“Y-you’re not going to leave me are you?” he stammered as he grabbed the camera.

“Of course not! I’ll just be a few paces away. I want to see if there are any other strands that could have been pulled off on the bricks. I want to be as thorough as possible.” She reassured him. He nodded to confirm his acknowledgment, and then began to take photos of anything that would be considered relevant.

Meanwhile, Twilight began the second sweep of the alley. There didn’t seem to be much else until she glanced upward. Hanging off of a damaged waterspout was what looked to be a small, torn, yellow handkerchief. Using her magic she gently lifted it off and brought it closer for further inspection, which was revealed to be something else entirely. It looked to be made of a thin leather-like material, almost membranous in fact. As she continued to study the strange material, she suddenly felt something small slam into her side. Looking down she saw Spike pointing a claw to the direction to which he had come, yelling, ‘MONSTER!’

Twilight whipped her head around, barely catching a glimpse of whatever it was that had scared Spike. Grabbing up Spike with her magic she charged after the thing. It was fast, and skittered about on what looked like four long spindly legs before leaping clear over a wall. Teleporting, Twilight reappeared opposite the wall, but found nothing.

“Wha-how? That’s impossible! That was only a second! How is that possible! HOW!” she cried whilst stomping her hooves in frustration, looking everywhere for their quarry and after what seemed like hours of searching, were unable to logically figure out where it went.

“Twilight, w-what was that?” the dragon asked, terrified.

“I don’t know Spike, but it was incredibly fast and agile. I only got a quick glimpse of it, so I don’t even have that to go off of other than for its legs. C’mon Spike, we need to get back to the castle, it’s starting to get late and we don’t want to be out with whatever that was on the prowl.” Twilight informed him. He nodded in agreement.

As two began their trek home, Spike suddenly had an idea, “Hey Twi’, do you think Zecora would know? After all she lives in the Everfree. Maybe she might be able to shed some light on this.” He proposed. Twilight paused.

“That’s a great idea Spike! Maybe if we leave now we could get to her place before sundown!” she said enthusiastically. Spike began to immediately regret his suggestion, and cursed internally.

“I meant tomorrow Twi’, when the sun is still in the sky. We have all that evidence to look over you know.” Spike added, hoping to not go anywhere else for the day.

“You’re right, we’ll go first thing tomorrow morning. I’m sure that the samples we collected will be perfect for the scrying spell I just learned, and maybe even give us our answers quicker than we anticipated.” She said, then hurried back to their home.

***

She hadn’t realized that she had fallen asleep until she was awoken by Angel’s whiskers tickling her nose. Sneezing, Fluttershy awoke also to the smell of vegetable stew being made and it smelled delicious.

‘How long was I asleep?’ she pondered as Angel stirred from his slumber as well, stretching out his little paws a letting out a big yawn.

“Did you sleep well Angel bunny? I think that stew that Applejack was going to make is just about ready. It smells wonderful, don’t you agree Angel?” she asked the sleepy rabbit, stifling a yawn of her own. He simply looked at her and shrugged. Soon afterwards there came a knocking upon her bedroom door.

“You awake sugarcube?” A.J. asked through the door.

“Oh! Why yes, you can come in.” Fluttershy replied. The door opened to reveal Applejack wiping sweat from her brow; from cooking no doubt.

“Well it’s about time! You must’ve really been out of it, you practically slept all day! Guess ya weren’t as better as ya thought. No worries though! I came ta check on ya two or three times to make sure you were alright and started gettin a mite worried when you didn’t answer. I knew you were quiet ‘n all, but it was too quiet, even for you. Anywho, the stew’s about ready, so come on down when you’re ready.” She said with a smile before trotting back down the stairs and into the kitchen.

Fluttershy couldn’t help but to stare as she watched Applejack leave, and felt a strong hunger clench around her stomach as well. Ignoring the hunger pains as best she could, she began to rub the haziness from her eyes and blinked a few times. Something was different, off almost, until she noticed some dust particles dancing in a stray beam of light filtering in through a small rip in her currently closed curtains. Her vision was clear, the colors more vibrant and the images sharper than they had ever been before.

‘No…this, this is still happening? Oh Celestia why wasn’t it all a bad dream? I-I can’t think of Applejack, not like that! Even now I-I can smell her…her sweet, marvelous scent...No, no, no! I need to stop this. Oh dear, oh dear…’ she thought to herself as she paced around her bedroom, anxiety beginning to swell within her at the terrible realization that this was a reality now. She could feel the craving building within, deep down to her core, but also, she took notice just how heightened her senses had truly become. Through every feather, every feather barb, and even every strand of fur, she could feel a breeze caress her from the kitchen, along with every scent and every sound. The rhythmic pounding of A.J.’s heart was hypnotic, beckoning even, and her scent was like fresh apples and apple blossoms. The scent seemed to highlight the rich smell of the stew, making her mouth water.

Steadily she made her way to the window to open it in the hopes that by allowing the air from outside that the smells would become diluted and easier to ignore. Throwing open the curtains, she was awestruck at the sight of the glorious full moon bathing the world below in its light. Night had fallen, and Fluttershy found it difficult to believe that she had quite literally slept all day long.

“Oh my goodness! I really must have been out of it!” she thought aloud.

“You alright sugarcube?” Applejack called from the base of the stairs.

“Y-yes…I’ll be down in a moment!” Fluttershy called back, hoping that the beast within could be restrained long enough for Applejack to make it home safely. But as Fluttershy made her way to the kitchen, she caught a glimpse of herself in a nearby mirror. Everything looked normal, except that now her eyes were glowing crimson as her hunger resurfaced.

Author's Note

Sorry for taking so long to get this up, It's been a busy past couple weeks, but now I think I can allot a little more time to my fanfictions, but I won't make a deadline quite yet. Also, the next chapter will start delving into some grimdark. Just to give fair warning, however I hope that little insider info won't deter you (my wonderful readers) from continuing this tale. :twilightsmile:

Beautiful Nightmare

Author's Note

Grim dark warning!!!

Beautiful Nightmare

Darkness within

Chapter 3

Beautiful Nightmare

Dim candlelight illuminated the bedroom as Pinkie Pie lay on her back staring up at the ceiling, dark rings forming below her eyes from lack of sleep. For the past couple of nights she had been plagued by nightmares; darker and more sinister than any she had ever had before. It all began during a party she threw two days ago, the anniversary of their friendship and becoming the elements of harmony. It was on that first night that the first nightmare happened. She remembered it vividly, even now in her sleep deprived state of mind.

It started out like most other dreams she had: with her at Sugarcube Corner making cupcakes and muffins. As the dream progressed, the less saturated the colors became as Rainbow Dash appeared in her dream to help make some cupcakes with Pinkie. The point where she realized this was no ordinary dream was when she meandered down to the basement to fetch more flour. As she descended the stairs from the doorway, her vision grew dark, almost as if it were tunnel vision. Feebly she stumbled in the basement looking for more flour, when suddenly she began to hear what sounded like a strange, wet ripping sound echoing throughout seemingly every corner of the basement.

Following the sounds as best as she could, she continued onward. As she drew closer to the area, she suddenly felt her hoof slip into a wet puddle of some sort. Slowly, she raised her hoof in front of her with what little light she was given to see what she had stepped in. She screamed at what she saw. Blood.

Quickly her eyes darted left and then right, stopping only when she saw a dark mass just two hoof lengths ahead of her.

As her eyes adjusted to the darkness, she was able to make out the details; which only caused her to cry out of sheer terror at the lifeless body of Rainbow Dash laying upon her side; belly split open; ribs protruding outward through her broken flesh. Her eyes were gouged out and replaced with dark, lifeless voids as something huddled over her corpse. It was none other than Fluttershy: emaciated and bat-like with empty eye sockets that cried a black ichor. This abomination of a pony slowly turned to face Pinkie as a low and unnatural growl escaped its gnarled lips. Then, in a hollow and empty voice it said, “Pinkamena, come join me, my love, the meat is fresh…” as it licked the blood off of its lips.

She was frozen in fear; it gripped her heart like an icy talon, squeezing slowly and painfully as it sapped out the life of its victim. The Flutterfiend slowly stalked over to Pinkie, its hollow eyes started to grow two little pinpricks of crimson light that slowly looked over Pinkie's paralyzed form. Pinkie felt them trace her every curve and contour as the fiend approached.

Pinkie desperately wanted to flee, to move, to wake up. But it was all for naught as tears cascaded down her face, her own irises but a fraction of their normal size.

"Why?" she managed to choke out.

"So it can only be us...forever." It replied, unfurling its monstrous, leathery wings.

The creature was now only inches away from her face, and she felt its blood drenched hide press up against her own body as it embraced Pinkie with its wings and opened its mouth, wrapping its lips almost sweetly around the base of her neck.

Suddenly, as if by some divine intervention, Pinkie was finally able to break free from the Flutterfiend’s paralyzing gaze and gory embrace. She ran harder and faster than she had ever run before in her life, only to be cut off by a second mare, if it could be called such. This pony was also emaciated, however its eyes were many and it had four long, spider-like legs protruding from either side. Suddenly a set of fangs flashed out from within its mouth and struck Pinkie; ripping out her throat. As she lay dying on the cold hard ground, a swarm of spiders moved in from the shadows, converging upon her, digging and biting her flesh until the swarm covered her and obscured her vision…

And then she woke up in her bed, breathing heavy as sweat covered her trembling body and her stomach churned violently, forcing her to rush to the bathroom and to awaken the Cakes.

During that first night, Miss Cake did the best she could to comfort Pinkie and help her nausea to pass and she was very grateful for them. As the rest of the day passed the dream remained a constant bother, unlike most other nightmares. Needless to say she made it a point to avoid Fluttershy in fear of her suddenly warping into an abomination and eating her.

Likewise, she made it a point to give Rainbow Dash a long and teary hug; much to Rainbow's embarrassment.

Pinkie knew this because Rainbow just stood there like a statue as her eyes darted left and right as small beads of sweat ran down her face. Awkwardly she eventually hugged Pinkie back saying, " uh, there, there?"

Pinkie didn't mind, she was just happy that her Dashie was still alive and well.

The next night was even more terrifying as she found herself in the Cloudsdale Rainbow Factory.

This dream was very strange to begin with, and was almost more lucid than the previous night's dream, for she had awoken within the dream on the cold factory floor. It was not made out clouds like most pegasai buildings were. 'Maybe it’s just ground level?' she thought to herself.

As she began to move, a violent pain suddenly shot through her sides forcing her to stop and fall to the ground as she clutched them. As she opened her eyes, the pain slowly began to subside. She looked at the cause of her agony, finding a set of pink wings where the pain came from. However, they hurt terribly and she soon noticed a bone protruding at varying angles on either wing. Blood dripped from the feathers as she stared in horror at her broken wings.

'This is a dream; it has to be a dream! But the pain is too real. How is this possible? I need to wake up, I need to see Twilight. She would have the answers, right? She always has an answer. Maybe a super-awesome-make-Pinkie's-bad-dreams-disappear-and-never-come-back spell? Please let her have a super-awesome-make-Pinkie's-bad-dreams-disappear-and-never-come-back spell! These are just…wrong...' she thought to herself as she hunched down into a defensive, stealth position and slowly crawled forward.

A steel pipe clattered to the left of her, and she quickly pressed herself against a nearby tanker, wincing at the pain from her wings. And then that same terrible, hollow voice of the Flutterfiend echoed throughout the distant corridors.

"Pinkameanaaaa....Pinkameanaaaa.... Come out my love. We have a new friend for you to meet!" it cooed.

‘Okay Pinkie, this is just a dream. Remember what nana pie once said ‘If you ever find yourself awake in a dream you can then control its outcome. It’s your dream Sweetie Pie." I gotta take over this dream somehow, but how?' she pondered as she heard the flap of wings overhead as a shadow swooped past, and a set of hooves making contact with the cold hard ground soon after.

She needed a new hiding spot, and one seemed to manifest as she searched the area. She made her resolve and darted for it, but not before she saw the hoofed horror pounce at her. Rainbow Dash, horrid and monstrous with the same fiendish accents as the Flutterfiend, dove at her with its mouth wide open, revealing rows of needle-like fangs. She missed her prey, snapping loudly as Pinkie did a pirouette, evading the deadly lunge.

"Heya Pinks! Don't ya wanna throw me a party!" the Rainbow Fiend taunted in a terrible reverberating voice, its sunken eyes glowing a pale blue; hunger evident in those soulless eyes as it looked Pinkie over.

'Why do they always look at me like that?! I hate it!' she cried internally. Finally sliding into what looked like a laundry chute. As she fell, she faintly heard the same terrifying voice call out to her, "You won't get very far Pinks! You're In the Rainbow Factory! Where all your fears and horrors come true! Ba ha ha ha!"

Down and down she fell until she landed painfully on the ground. Wherever she now was had the most sickening odor and whatever it was she landed on was jabbing into her belly. Slowly she stood up, and as she rubbed her head and began to open her eyes, but a scream escaped her lips instead. For what was beneath her was not factory clutter, but piles of dead and rotting ponies in various states of decay. And across from her was none other than that fiendish spider pony. It glared at her with all eight eyes and licked its lips.

"What are you? Leave me alone! I just want these nightmares to stop! Somepony! Anypony! Help!!" She cried out as the beast unleashed a piercing wail, which summoned those horrible, black spiders from the shadows. She pressed her back against the wall as the scuttling swarm lunged at her, biting and burrowing into her flesh, blanketing her until only darkness and pain remained.

Suddenly, it all ceased.

"My, my, my Pinkie Pie, your mind really is a terrifying place. Oh where ever are all the cotton candy clouds that rain chocolate milk that you love so much?” Came a familiar voice from behind her. Slowly she opened her eyes to see the most chaotic (yet more welcoming) place she had ever seen. There was grass on the sun, and fur on the ground, and what almost looked like Celestia, but with dopey looking cat's head with its tongue sticking out replacing the princess'. As she turned around she saw the unmistakable mismatched form of Discord. "By the way, you're welcome." he deadpanned, and then began to float on air, looking as though there should be a hammock supporting him.

"Discord?" Pinkie asked, confused.

"That's my name, don't wear it out."

"How, wha- Why?"

"You cried out for help, you said 'Anypony! Help!'" he jested in a mock attempt at her voice.

"What? Just because Lulu is the sole ruler of the night, you don't think I can't decide to intervene in dreams as well? I'm hurt, and here I thought we were friends." he feigned, whimsically throwing himself on Pinkie; wailing in the most unconvincing show of emotion one could ever see, then he simply stood up and plucked Pinkie Pie up from her withers.

"Enough of that now, so what have you been eating to have such disturbing dreams?" he questioned, hanging her on a coat rack that suddenly grew out of the ground like a weed. “You know those colorful mushrooms are absolutely bad for your psyche.” He lectured, suddenly somehow wearing a pair of khakis, a knit sweater and a pair of soda bottle glasses.

"I honestly don't know. But these dreams are really scary. I've never had any dreams like these before, and just last night they started, and seem to be getting worse. Wait a moment…Oh. My. Celestia! You saved me! Thank you so much!" she cried as she pounced onto Discord’s neck with a vice-like grip and hugged him tightly, kissing him repetitively in between ‘thank you!’s.

"Hey now quit it! Fluttershy might get jealous." he winked, making his eyebrows dance in a swavey way. However, his usual mirth slowly began to drain from his face, as he solemnly turned to face the Pink pony.

“Speaking of Fluttershy, I'm actually quite worried about her. Lately she's been becoming rather thin. Unhealthy thin and she's been passing out regularly as well. She insists she's fine, but I know better. She won't tell me what's wrong but perhaps you might be able to find out? Think of it as a favor for me for doing you a favor of pulling you out of that dreadful nightmare." he said, and then snapped his claw.

Pinkie then awoke in her bed.

At first she was afraid she was just in another dream, but slowly as her eyes adjusted she realized she truly was awake in her bed. Perspiration covered her bed sheets and slowly her breath evened out. At least she wasn't nauseous this time. But she couldn't shake the feeling that something was looming just outside the bakery. Watching her, studying her, and not in the entertaining and silly way that Twilight did when she was trying to figure out Pinkie's Pinkie sense. There was just a feeling of dread that permeated from the shadows of night. And she also could not fight of the feeling of something watching her in her own room as well.

However, that presence didn't seem malicious, it actually felt familiar. Not a good familiar, but not bad either; and upon further inspection she could make out the shadow of an alligator and concluded it to be him. No, not just any alligator. A baby alligator: Gummy. She felt relieved to know that that presence was from the ever watchful eye of her toothless pet.

"Oh Gummy, what should I do?" she asked pleadingly to the baby alligator. He licked an eye and blinked the other.

"You always say that. But you might be right. I'll ask her first thing in the morning." she replied. Gummy opened his mouth; and then closed it.

"Yeah…I probably should get a shower."

***

Fluttershy slowly made her way to the Kitchen, hiding her face behind her mane; her hunger growing with each step as she approached.

"Um, Applejack. Thank you very much for the stew, but I think that you should probably head home, it's getting late and I don't want to inconvenience you any further than I already have. Besides, scary things are going on and I would feel just awful if anything were to happen to you..." she sweetly suggested to the farm pony.

"Well that's mighty fine of ya, but ah figured it'd be nice to chat over dinner. We haven't really talked since the whole Tirek commotion. Plus, well, we're worried about ya sugarcube." Applejack admitted whilst absentmindedly fiddling with her cowpony hat.

"The girls and ah've been mighty worried. Not sure if Rainbow said anything to ya, but ah'm'a gonna say it now. We've been noticin' that ya haven't been eatin' right lately, even though ya say ya are. Now ah ain't calling ya a liar, heavens no, but ya are, or were, gettin' really skinny. Ah once heard from a doctor that, that might be some kinda disorder. Please sugarcube, if you need somepony ta talk to or ta help ya, you can come to any of us. Really." she pleaded.

Fluttershy was at loss for words, she felt an overwhelming joy come over her, but she still could not overcome the fear she felt by revealing the truth to them. She was by all accounts a 'mythical' vampire pony now, and it was a change she was still adjusting to.

'Maybe there was an actual cure, right? And Twilight would most certainly be able to find it if given enough time. But how long would it be before it was too late? Could perhaps one of the girls be willing to feed me? Would one of them actually be willing to actually spare their own blood, for me?' she pondered.

And suddenly, as she stood their processing these thoughts, a gut wrenching pain suddenly overwhelmed her. She toppled forward wrapping her hooves over her stomach and screamed, "A.J. Leave NOW!" as she felt her body begin to warp and distort itself as it had the night before.

"Fluttershy!" Applejack cried and rushed over to the yellow pegasai's side, but was bucked back with such force that it dazed the hardy farmer.

"Please A.J.! just run!" Fluttershy continued to plead, fighting back the bestial transformation to the best of her ability. Applejack quickly composed herself, staring in shock at what she was beheld. Fluttershy was changing right before her eyes, it was the most terrifying thing she ever did see as feathers and muscle fell off of her wings, revealing their skeletal structure, and was soon replaced with a bat-like membrane. She heard the agonizing ripping and tearing of flesh as well as Fluttershy's pained cries that continued to urge Applejack to flee, soon becoming a screech that made her blood run as cold as ice.

Cautiously, Applejack wandered over to her fallen friend, and finally realized the form before her, the Flutterbat. She wanted to flee and cursed her stubborn self for not listening to Fluttershy, but Flutterbat or not, she was still her friend and there was no way she could bring herself to abandon Fluttershy!

"F-Fluttershy. Please tell me you're still in there." she spoke as she approached.

"Damn it Applejack...You should have run..." she heard the Flutterbat whimper.

Applejack soon found her eyes locked onto Fluttershy's glowing, blood-red eyes. Her cheeks had become tear stained and those beautiful, dangerous, eyes, looked apologetic. Before she could ponder as to why, her unspoken question was answered as she felt a set of fangs sink deep into her neck.

Slowly she began to feel her life drain from her was Fluttershy gently sucked Applejack's rich blood and likewise, gently ran her tongue along her neck in circles around the puncture wounds so as to not let a single drop of blood escape her delicate mouth.

The last thought that ran through Applejack's mind was how pleasurable it would have been if not for the fact that she was dying.

***

The shower was very refreshing and Pinkie soon found herself down stairs in the bakery trying to get her mind off her night terrors. She had been as quite as she possible could be and had been able to get a head start on her baking. After making four batches of muffins and two cakes she looked up to see that it was nearing five a.m. and that she was feeling sleepy again. She figured that maybe a quick nap in the dining room might help and that maybe; just maybe, even the nightmares would not come. As soon as she sat down at a table and put her head on it, sleep took her almost instantly.

Pinkie's hopes did not come to fruition, and she found herself awaking in a warped version of Sugarcube Corner as she heard her own Smile song being played in the creepiest way possible within her head.

"I'm dreaming again. Why can't I just have a normal dream?" she whimpered as she looked around the dining room, pulling up her hind legs onto the chair and assuming the fetal position. Nothing was happening, much to Pinkie's relief, then their came a noise. It was a dragging noise, or perhaps it was more of a shuffle? She couldn't quite make it out. And it was moving toward her general location. Closer it crept, yet was still invisible to Pinkie. She moved back until she could feel the cool glass of the window against her back, shaking violently, bracing herself for whatever horror she would have to face this time. Finally it was silent.

Pinkie closed her eyes tightly, trying to wake up. And then her skin began to crawl, literally. Her eyes snapped open as hundreds of little bumps moved under her skin. Soon she saw little spiders break out of her skin, pouring from her mouth, eyes, ears and nose, and as she felt her body deteriorate into thousands of spiders, she saw the shriveled form of Applejack standing on her hind legs staring sorrowfully at Pinkie with hollow eye sockets mouthing 'help' to her. Then her dream went black.

Pinkie's eyes shot open as she tried to regain control of her breathing tears streaming down the one side of her face as she kept her head on the table. It wasn't long until her heavy breathing turned into sobbing. These terrible nightmares were getting worse, and she felt utterly helpless. She couldn't stand seeing her friends dying or becoming monsters in her mind any longer, it simply had to end. 'Will it end?'

Suddenly she heard a heavy thump against the door and thunder followed soon after.

'How long was I napping for?' She pondered, looking up to the clock. '6 'o clock! I gotta open the store!'

Hastily she made her way to the door, trying to make herself somewhat presentable as she went. She was about to open the door, when she stepped into something leaking in under the door. She froze, and then reasoned that it was probably just the rain. Slowly, she dared to look down; it wasn't rain.

"Pinkie..." came a weak voice through the door. Pinkie knew that voice and braced herself; opening the door. She could hardly believe her eyes.

Before her slumped against the door was Applejack, clutching her side in a futile effort to stop the bleeding from a gaping wound in her side.

"Pinkie, gather the girls an get me some medics...It's 'bout Flutters and Ah'm'a barely stayin' with it..."

Erase these scars

Erase these scars

Darkness Within
Chapter 4
Erase these scars

"Is she gonna be okay doc?" the elderly Apple family matriarch asked the elderly unicorn doctor in a white lab coat and spectacles. Her eyes were baggier than usual from the extreme sorrow she felt after receiving news that her eldest granddaughter was found in critical condition on the doorstep of Sugarcube Corner and rushed to the Ponyville medical center. She couldn't bare to lose another young Apple, it was hard enough that she had to bury her own daughter and her husband, but to lose their offspring was downright intolerable. As soon as Pinkie came racing to their farm with tears streaming down her face and her hair straighter than ironed pants, she knew something absolutely terrible had happened. She gathered together Big MacIntosh and little Apple Bloom quicker than a jackrabbit during mating season, and raced to the hospital.

"She's stable for now Mrs. Smith, but she's not out of hot water yet. She lost a great deal of blood and in all honesty, it's a miracle she's still alive; and conscience no less. I heard about how resilient You Apples are, but to see it for myself; I can't help but to be left speechless. She is currently in room 204, with the other elements of harmony." He informed Granny Smith.

"Thank ya kindly young'un." she replied and as quickly as her old bones would let her, she hurried to Applejack's room with Big Mac and Apple Bloom following close behind.

The walk had winded her by the time they arrived. As Granny and the others rounded the bend, they saw room 204 hanging open, letting visitors know that the patient was taking them. The sight before them was almost unsightly.

There Applejack lay, an oxygen mask upon her face, bandages around her neck and waist. The whole right side of her face was swollen and in a partial cast. The sight broke Granny's little old heart, as she suppressed a sob.

"H-how're ya seedlin'?" she asked though stifled sobs, "That's one heck of a shiner ya got there."
Applejack, as well as the others (except for Fluttershy; who was absent) slowly turned toward the new arrivals.

"I'll say, I must look like Tartarus, ain't Granny?" Applejack tried to jest. Granny Smith nodded, and let a wry smirk break across her muzzle, "Yeah...Yeah ya do seedlin'." she replied as she wiped away a tear.

Apple Bloom and Big Mac rushed over to the bed, Big Mac sobbing like a little filly.

"We was so worried about ya li'l sis! Ah'm'a glad you're still alive." he blubbered.

"Don't ya'll worry none, it'll take more'n this ta keep me down." Applejack replied weakly.

"So are ya gonna be alright big sis? What happened to ya?" Apple Bloom questioned innocently, causing Rainbow Dash to also press the issue.

"Ya A.J., what gives? You know you're not supposed get into trouble without me right?" she teased, stepping next to the bed and giving her a gentle nuzzle.

"Since Ya'll're now here, I'll tell ya what happened." she began, "Well as ya'll know I went over to Fluttershy's place to take care of her critter's. But could ya imagine my surprise as ah open the door 'round noon an there she was! She was tryin to be her sweet little self say'in that she could take over and ah could leave. But the way she been actin' lately made me mama bear her and ah told her ta take it easy an that ah'd make her some of Granny's Famous stew for supper. She wound up passing out darn near the minute her head hit that pillow. So ah went about the day taken care of things around the cottage like ah said ah would. Checked up an her a couple of times, then 'bout 9 o' clock I hear her movin' about, so ah told her soup was on and set the table figuring ah could talk with her 'bout her health and whatnot." she paused to catch her already feeble breath. Shuddering, she slowly continued.

"Sh-she asked me ta leave, and ah told her I wouldn't, then she started screaming and doubled over, orderin' me ta run a-and ah wouldn't listen, I didn't know what was goin' on. Next thing I know she bucked me somethin fierce in face and screamed like all tartarus broke lose. After I got my bearings back I went over to her... And it...it wasn't shy no more. I-it..." she trailed off fighting back tears. Rarity moved up to put a comforting hoof on Applejack's shoulder.

"It was Flutterbat! She's back! And instead of wantin' Apple juice she- she got a hankering for...for...for blood..." she said barely above a whisper, finally her strong front had had enough and she caved in, wailing like a banshee as her friends stood in stunned silence at this disturbing news. Pinkie couldn't believe it, it couldn't be possible! Not sweet innocent Fluttershy, of all ponies. Even though her nightmares had painted a horrid visage over her lovely friend, it still couldn't be right, right? It was some kind of joke or maybe Pinkie was still dreaming. That had to be it, she was still at sugarcube corner sleeping on a table. Twilight caught a glance at Pinkie staring blankly in disbelief at Applejack, taking on her customary depressed appearance she recalled all too well.

"So, did..did she do...that to you?" Twilight shakily asked as she pointed a hoof at Applejack's side wound. The farm pony shook her head, and in between sobs, she said, “No, that wasn't shy. It was something else entirely. It looked kinda like a pony and a big old daddy longlegs had a foal. Ah ain’t ever seen such thing in all my days."

"Ya see the thing is, after Fluttershy bite me in the neck and started drinking me like a tap, she started crying right as ah was about to pass out, next thing ah know she threw me to the side and flew out of her kitchen window, or rather through it. Ah was having a hard time stayin' awake when ah decided to go after her. 'bout the time ah got ta ponyville ah got ambushed by some terrifyin' spider-pony thing in the square, it took a good chunk outta ma side and ah really thought ah was goner until Flutterbat dive bombed the sucker and sent it spiralin' back. I took that chance to get to Sugarcube corner cause ah wouldn't be any use in the state ah was in. And well, ya'll know the rest..." she finished, taking a deep and ragged breath. "Ah know our 'shy is still in there somewhere, ah just know it..."

Suddenly, an ancient memory forced itself to the front of her mind as her eyes widened as shock and horror washed over her face.

“…it couldn’t be…”

***

16 hours prior to Applejack's hospitalization

"Applejack! Leave now!" Fluttershy cried as the painful contortions of the nocturnal change began. 'No, no, no, no , no! This can't be happening! Not Applejack. But, that smell...I'm sooo thirsty..
‘I-I need her...her blood...so rich and fragrant. I can't hold it back...' she thought to herself as one the worst spasms began. As a blood curdling scream escaped her lips and her vision went white; it was as if every nerve was on fire.

For what seemed to be an eternity she lay upon the floor of her kitchen as the pain began to subside. Soon she began to hear Applejack's heartbeat quicken and her breathing pick up in pace. The rhythmic thumping of Applejack's heart from within her chest acted as a dinner bell that was being rung, beckoning Fluttershy to her next meal, causing her hunger to swell exponentially.
"Damn it Applejack, you should have ran..." Fluttershy somberly spoke as her friend's hoof beats approached.

"F-Fluttershy?” Applejack said just as Fluttershy whipped around in the blink of an eye and sank her her fangs deep within the orange mare`s neck. The taste was exhilarating, fantastic from the very first drop of blood to grace her lips. So good in fact that she went so far as too run her soft warm tongue around the puncture wounds, which caused Applejack to elicit a quiet moan.
As Fluttershy continued to suck the intoxicating liquid, a new feeling began to wash over her. The blood of Applejack was robust and very rich in apple cider the more she drank the more delicious it became, and the more orgasmic it became, until something strange happened. Whilst reveling in the ecstasy of her binge drinking a vision of filly Applejack appeared before her eyes.

The scene before her unfolded; the day was dreary and grey as clouds rolled by and the Apple family was found gathered around the grave site of what appeared to be Applejack's parents with their coffins being lowered into the earth.

“Celestia help me, ah'll find who did this to ‘em!”, filly Applejack swore, crying into her brother's chest.

‘This isn't a vision, this is a memory! But how?’ then suddenly several other memories flashed by in rapid succession. The mutilated corpses of her parents, a scream, and a shadowy beast with long wiry legs: and eight red, glowing eyes.

Then, in an instant, Fluttershy regained control and instinctively threw Applejack out of the window as if she were a deadly bomb about to explode.

Fluttershy in that moment not only saw her friends past, but also felt it as if she was Applejack at that very moment. Emotions course through her like a whirlwind; anger, grief sadness, self-loathing, terror, fear, and loneliness all came together to form an unbearable amalgamation of madness made into a physical pain. She could do nothing more than to flee into the night sky in a fit of lunacy shrieking so loud and so terribly that it had the potential to make Luna’s blood run as cold as ice.
Applejack shakily stood up and began to hastily head toward the direction of her friend’s horrid wailing. Her vision slowly faded in and out, almost as if she were in a dream or at least really, really drunk.

“Flutters! Don't…don't go! Where…come back sugar cube! Ah…ah'll help…you…” she called out, finding herself stumbling into Ponyville square as lightning ripped across the sky and cold rain began to pound into her body. She fell upon the ground when a noise from a nearby ally caught her attention.

“Fluttershy, it'll be okay sugarcube…come on out now. Don't you remember me? It’s Applejack, please sugarcube!” She begged as she began to crawl toward the location.

It was not Fluttershy she found, but instead something far worst, something nightmarish, something she never wanted to see again...

***

Fear.

It is a primal instinct, one that urges you either flee at top speed away from it or to fight tooth and claw to ensure your own survival. It was that very same instinct that Applejack felt coursing throughout her very being in that moment.

Feebly looking up to the monstrosity before her, she slowly backed away, but the creature followed her movements with its multitude of eyes, each one glowing red with malicious intent.
"W-What the hell are ya?" She exclaimed, sweat mixing with rain as she tried her best to keep awake.

The beast soon revealed itself, creeping out from the shadowy ally, and stood to an impressive height, nearly as tall as Discord himself. Lighting flashed and the horror's vestige was fully realized. It looked to be an emaciated pony at first sight, but that was then greatly overshadowed by its four long, spindly legs. It's mane and tail were a pale peach color and it's chitin-like coat was a pale bluish grey color. Each of its leg sported a sharp and bony tip, perfect for piercing and rending any unsuspecting creature to cross its path.

The face, its terrible yet alluring face; Eight eyes were sprayed across its pony-esqe face like small, fiery, gemstones. It's mouth had two long spider-like mandibles protruding from either side of its cheeks. Small spines accented each vertebra of its spinal column and in between the center of its chest. And, what scared Applejack the most, was that it had a cutie mark! One that looked like a star spider lying in wait at the center of a web.

For a minute or so, the two locked their gaze on one another, then Applejack made a run for it.
Stumbling about in her weakened state, she was unable to avoid the spider-pony's gaping maw, and felt the searing pain of fangs sinking into her flesh, tearing away both flesh and muscle from bone as sinews were ripped from their ligaments. Applejack's sight failed her as the pain of the rushed through her in a torrent of agony.

It looked grim for her as her shriek of pain echoed from the distant corners of Ponyville. Sugarcube Corner was just now in view, as she began to feebly crawl to it. It all seemed for not, she was going to die here, only a few feet from Pinkie's home.

"Whelp, if'n ima gonna die t'night, I'm gonna at least give it the most brutal buck I can muster." She resolved to herself.

The creature eyed her precariously as it swallowed the chunk of of meat as blood dribbled down it's chin. Then smiled.

If she wasn't scared enough as is, that smile sealed it. She was now down-right terrified, because in that gore riddled smile a ray of recognition and malign intelligence shone through. This thing wasn't some wild carnivore, it knew exactly what it was doing. And reveled in it.

"W-well then eat me! Come at me! Ah'll make y'all beaten an broken 'afor I die t'night." She feebly threatened as she slowly inched backwards, here vision failing here more and more.
Then it spoke.

"It remember that taste." She hissed, her voice carried an eerie ethereal sound as she spoke.

"Why, if I recall correctly it was roughly 18 years ago. On a lonely farmstead. I had a delicious meal for two." She continued, tauntingly. The fiend began to circle Applejack, examining her, studying her.

Applejack could feel the spider-pony's eyes all over her body, tracing the contours of her body.

"Ah yes... You're that little orange filly that interrupted my meal. My you've grown into such an attractive and juicy mare. Look at you, barely hanging onto life by a thread. I would have liked to have some fun with you before I ate you. Such a shame, I'll just need to savor what's left of you." She finished.

But just as she went in for the kill, a streak of muted yellow and pink tackled the abomination and sent it sprawling through a nearby tree. The last thing Applejack remembered before waking up in Pinkie's arms was Fluttershy carrying her over to Sugarcube corner and rapping upon the door before taking off after the spider-pony.

Shadows

"What! Who dares!" Cried out the spider pony, as that yellow blur slammed full force into its gut, lifting it up into the air away from Ponyville.

"No pony takes my hunting ground and hurts my friends!" Flutterbat exclaimed. It had all become so surreal, Fluttershy didn't even feel like herself nor that she was even in control of her own body.
She saw Applejack about to be cannibalized and simply acted without thought. But to brazenly say that Ponyville was not only hers, but also her hunting ground? Was she still even herself at this point?

She was pulled out of her reverie when a sharp pain pierced her left flank. She soon realized that she and this spider pony were engaged in mid-flight combat.

With a mighty throw, Flutterbat sent the spider pony through the air as she then slashed at the creature with a wing attack, then passed it followed by a quick dual-hoof slam that cracked bone and sent the beast plummeting to the ground yards below.

As the beast fell, it spewed forth a stream of silk webbing which encased Flutterbat's rear left hoof. Then with a mighty yank, forced the airborne bat pony to the ground with a bone shattering thud.

Bursts of light exploded in her vision as Fluttershy hit the ground as pain wracked her body.

Amidst the dust, the spider pony crept cautiously to the seemingly broken form of her adversary.

"What are you, creature? There is certainly no way that you're one of the night guard. You're far to strong and durable to be a some pathetic bat pony. So. What. Are. You." She growled.

As the creature spoke in its strange, ethereal manner, Fluttershy felt her bones realigning and mending. The process was painful but as her wounds healed, not only did her pain recede, but also her hunger grew. She was now beginning to understand how her new body worked.

'The more blood I consume means the more extraordinary I become. What am I becoming?' She thought to herself, when suddenly her demeanor shifted.

'What does it matter? You're stronger, faster and easily more beautiful than Luna's moon. And if you don't get up and fight, that beast will kill you.'

From within the lingering dust cloud came a pair of vibrant, crimson eyes shining maliciously like the embers of a fire.

"You ask what I am, when you haven't even introduced yourself. It's rude." Fluttershy cooed breathily whilst emerging from the shadows; her now enhanced body that of an unnaturally beautiful mare.

Fluttershy unfurled her mighty bat-like wings and blew away the rest of the dust, allowing the beams of moonlight to fall unfiltered across her body, which in turn emanated a soft, radiant glow which shone off of her renewed body, enhancing her beauty tenfold; causing the spider pony to pause in disbelief.

Fluttershy had finally given in...

... In that moment...

...to the Darkness Within.

And it felt glorious.

The Vengeful One

"Well then, who and what, are you?" Fluttershy demanded in an uncharacteristically authoritative voice, glaring at the spider-fiend.

The creature recovered from her bewilderment and composed herself in a somewhere regal manner.

"Not that it will matter come daybreak, but I suppose I'll humor you before I kill you. I am Star Weaver, and in my native home of Neighpon, I'm what's known as a Jorōgumo. Now you." The creature hissed, preparing for the battle to continue.

"A foreigner to Ponyville, how quaint. My name is Fluttershy, and I am a unique kind of bat pony." She cooed, not fully sure she even knew what exactly she had become. That would simply have to do until she did some personal research.

The Jorōgumo nickered at that, then lunged in to finish this senselessness. Unique or not, if all she was is a bat pony, then this should be a minor nuisance.

Her jaws snapped right where Fluttershy's neck should have been. Then Star Weaver felt the full force of Fluttershy's hoof slam into her face. She spun around and rolled with the blow, using it to give her a small increase to her momentum as she pierced The bat pony's flank with one of her long, slender spider legs. Fluttershy cried out in a mix of pain and pleasure. This was something quite odd indeed for Fluttershy. She'd need to re-evaluate later, but for now she had a prime opportunity to get into a grapple with Star Weaver.

Fluttershy ripped free from the slender leg and grabbed it with both hooves, then pulling with all her might one direction while bucking the Jorōgumo's torso; tearing off the creature's leg in the process.

Star Weaver wailed with pain and agony as she flew threw the air and slammed against a nearby oak tree with a sickening thud.

"That was for the pony you maimed last night." Flutterbat informed. "Now it's time for you pay for what you did to Applejack and her parents!"

As Fluttershy marched dauntingly toward Star Weaver, she suddenly couldn't move her legs, it was like her hooves were stuck to the ground.

"What?"

"Foalish pony, you think I'd simply attack you without having a plan first? You insult my intelligence. But it would appear that I have underestimated you to a degree."

"My silk is stronger than you think. Certainly strong enough to hold you until tomorrow night. And I will make you suffer!" Star Weaver stated in a matter of fact tone before bending the shadows around her and fleeing into the Everfree forest.

Fluttershy began to rage at what had just transpired. The spider pony demon got away! And as she looked to the horizon, she saw Celestia's sun begin to creep across the land. It was beautiful, until a stray bream of light touched her ear; and burned her.

'W-what? H-how can this be? It's sunlight! It shouldn't hurt!' She panicked. Now, not only was she trapped because in her arrogance she had not noticed the spider lay down a trap web, but when the sun was at its peak, she knew it would kill her.

She had to flee soon, and as she looked at her hooves, she knew what she had to do, and it was going to hurt worse than anything she felt thus far.

***

It was 10 a.m. by the time everypony was ushered out of the Ponyville Medical Center so Applejack could get some rest and begin to recover. Pinkie Pie slowly made her way home, down and distraught. Twilight reassured Pinkie she'd find a way to help Fluttershy and find whatever nearly killed A.J. But Pinkie's usually optimistic demeanor was but a flickering flame about to permanently be snuffed out. She didn't know how much more of these horrible things she could take anymore.

As she entered Sugarcube Corner, she was greeted by the Cakes, who heard what had happened and offered to lend an ear if she wanted to talk about it.

"Thanks Mrs. Cake, but I just need to be alone right now." She replied

"Well, okay Pinkie. But we're here if you need us. By the way, did you leave your window open? I think the wind might have knocked something over." Mrs. Cake informed her.

"Probably. I'll take care of it." Pinkie replied with a sigh and meandered to her room.

When she entered her room she noticed that the window was in fact open, and that her lamp was on the floor. So she went over to her window and shut it, blocking out some or the sun filtering in and picked up her lamp and placed it back on her nightstand.

She then noticed that the door to her room was now closed.

'Did somepony come in?' She pondered. Suddenly her tail twitched and her spine shuddered as if chilly. She turned around just I time to see the horrible visage of a bat pony. It's hooves looked as if they torn from their sockets and its flesh was seared almost charcoal black.

Before she could flee or even scream, she was trapped in a viselike embrace, one of its wings stuffed itself into Pinkie's mouth.

This was really happening this time, this was real; not a dream. Fear overtook her as tears streamed down her face and her body shook violently. Then it spoke into her ear.

It was a soft, delicate whisper, like silk and honey, which said, "I'm so sorry Pinkie, but I need your help. I need to feed to heal myself, I'll show as much restraint as I possibly can. Try to enjoy it, if you can."

Pinkie closed her eyes as tears streamed down her face, all hope but a shadow. She then felt a pair of fangs sink slowly, gently, into the base of her neck. It hurt, at first, but slowly the pain ebbed away as she felt her blood being sucked out. Then something strange happened, the burnt and maimed bat pony began to feel fuzzy again. She heard, literally heard flesh and bone regenerate. Then when she could no longer feel or smell even the slightest hint of raw, burnt flesh, she peaked an eye open to see her assailant.

Before her was a magnificent pegasus mare, beautiful and serene. Her coat vibrant and soft, like golden silk. Her main and tail shared the texture quality, it was a soft pink. But what threw Pinkie off was the size of the mare. She was built slender and elegant, much like one of the Princesses, and nearly as tall. She guessed she was taller than twilight, but shorter than Luna.

She suddenly felt a strong attraction; the pain in her neck suddenly became pleasure as a soft tongue edged around her puncture wounds. With a soft moan she asked, "Fluttershy? Is this you?"

Startled from her trance, Fluttershy slowly pulled out, giving her fangs a final lick which made them gleam like exquisite pearls. She shied away from Pinkie, her crimson eyes glistened with shame as she profusely began to sob and apologize. Even her voice had gotten a makeover as her tone managed to make Pinkie swoon.

Despite having been drained a fair amount, Pinkie still felt fine, perhaps a little sleepy and sultry, but otherwise fine. Cautiously she inched toward Fluttershy, and even though she was terrified, in that moment Pinkie knew it was Fluttershy shining through and that she wasn't even aware of what was going of fully either.

'I can actually think and focus more clearly without all that extra blood pumping into my brain.' Pinkie casually thought to herself.

"Hey…I-it'll be okay. I'll help you through this. I mean you're still Fluttershy underneath it all, right?" Pinkie asked with a weak smile. Fluttershy looked up into Pinkie's sky blue eyes and slowly nodded.

That gaze of Fluttershy’s was so hypnotic and alluring and Pinkie’s her heart began to race as she stared back into those very same eyes. Pinkie couldn’t take it any longer, this sudden feeling swelling within her chest as she gazed at the gorgeous mare before her.

“Poor, Fluttershy. Poor, poor…Fluttershy.” Pinkie breathed as she inched closer to Fluttershy, her muzzle quivering as she leaned in and softly began to sprinkle kisses along the side of Fluttershy’s face and neck. Fluttershy was startled at the sudden affection and recoiled with a blush.

“Pinkie! Wha-what are you…humf!?” and suddenly their lips were locked, Pinkie taking the lead as Fluttershy gave into the sensation, leaning into the kiss as they let their tongues dance rhythmically to each other’s tempo.

For the next several hours, time seemed to creep to a halt as the two were overcome by euphoria.

Kindred (night)

Twisted branches rose from the earth like skeletal talons clawing to the moon, causing light to bleed upon the Everfree forest. Amidst the fog shrouded foliage, Pinkie stood; watching from afar at a familiar cottage.

"Oooh...Please make these stop...somepony please. I'm sick of these nightmares..." Pinkie groaned, expecting the same thing as she had in previous nights. Cautiously and stealthily she inched her way to the window and peered in.

In the room she beheld Twilight and Zecora engaged in conversation around the zebra's cauldron and drinking something that Pinkie thought smelled tasty, straining to hear the words that were being spoken.

"I...I just don't know what to do Zecora. Applejack is hospitalized, Pinkie's been suffering nightmares, and on top of it all, Fluttershy is missing and a strange spider pony is terrorizing Ponyville! I've tried to reach Celestia, but I'm not getting any replies. Something is very wrong, and I feel so powerless. Can you help me?" Twilight asked as the zebra rubbed her chin in contemplation.

"I see your fears and am appalled to hear, have you sought aid from the night Twilight dear?" She rhymed inquisitively.

"Princess Luna said that something has been messing with the Dreamscape, and that she's been very busy trying to prevent as many nightmares as possible. Apparently whatever darkness has befallen Ponyville is capable of Dream magic as well." Twilight replied.

"And is there anything we can do for Fluttershy? We can't exactly have a bloodthirsty element of harmony on the loose."

"Should kindness fall to shadow's might, then one can reason that she is beyond the light.

But ancient rites and curses break, when one wants out from risen stakes.
You friends six are all quite dear, so I suggest to have no fear.

For if she still sees with eyes of kindness, then control she'll have; control she'll harness.

And should this affliction grow too strong, I know you'll find a way to remove what's wrong." Zecora said, her wisdom strong through her rhythm.

'That's strange, I never told Twilight about my nightmares, not yet anyway.'

"No, but I did." Came a voice from behind her. Pinkie spun around in one swift motion preparing to either fight or flee. She was not at all prepared for what she saw...

The mare before her had a pale pink coat with a long, straight, magenta mane, and somber, blue eyes.

"Hello Pinkie, its been quite some time." Her depressed clone said.

"N-no...nononononono...no...NO! I got rid of you! The psychologist said I was cured! Why are you here! How are you here? HOW CAN YOU STILL BE HERE!" Pinkie cried pressing herself tight against the wall.

"I don't want to be always super sad again, go away Pinkamena." Pinkie wept as the other entity drew ever closer to her.

"I really wish you would stop seeing me as a bad thing Pinkie, after all, we were always together, born together. And also, just to clarify, I never left. I simply gave up the fight for control of our body, well, until just a few hours ago after you passed out from...your...ahem...shall we say 'super-sexy-fun-time'?"

Pinkie's sadness was quickly replaced with earth-shattering embarrassment as fire seemingly engulfed her face.

"Don't worry, I didn't reveal anything of that nature to Twilight. I simply told her what you couldn't." Pinkemena replied to the unasked question.

"However, the ambient negativity you've been experiencing as of late has drawn me out, and like it or not we still share the same body. But I have no desire to harm it...yet."

Pinkie's humiliation quickly turned to anger. "And that's why I wish you were gone! I don't want to hurt anypony, and if you kill us it will hurt them all!" She exploded at her darker half, tears streaming down her face. Pinkamena shrank back, surprise across her face.

"Your will has grown stronger it would seem. But again, I'm not here to end us, or them. I-I actually want to help us, this time." Pinkamena said, grim determination now etched on her face.

"Since when do you care about that?" Pinkie asked, befuddled.

Her pale counterpart looked away, a faint blush on her cheeks. Pinkie moved forward inquisitively, then realization hit her.

"You...You like, like somepony?" Pinkie asked. Pinkamena looked away.

"Is that why you stayed away for so long, because you've...fallen in love with somepony?"

"YES PINKIE! Damn it, yes...I have...and I know you love somepony too, and not the one you 'slept' with this morning." She replied in agitation.

Pinkie recoiled from Pinkamena's sharp reply.

"I'm sorry, everything is just going to Tartarus, I'm not sure how much more I can take." Pinkie lamented.

"That's why we need to stick together this time. I know we've always fought for possession of our body, but now we need to work together; for your friends, for our crushes..."

Pinkie nodded, and accepted that truth. "If we like two different ponies, how will we do that? There's two of us on one body." Pinkie said, trying hard to understand and accept this long forgotten part of her.

"I have an idea, but that's not important right now. What is important however, is finding a way fix everything that's gone wrong. What you saw just now with the zebra and the purple alicorn-"

"-Zecora and Twilight." Pinkie interrupted.

"...yes, those two. It's a vision of what's to come. We need to make sure she's safe. Remember the two pony rule? She's here by herself with the zebra after dark, meaning she walked her alone. We need to fix that or something bad might happen."

"Okay, your right. Let's go." Pinkie said, forcing herself awake.

***

Pinkie awoke, tear stains drying from along her cheeks as she found herself standing in front of Twilight's castle in the middle of the afternoon.

'I've already told Flutterbat we'll be back shortly, as you, and that she can stay in our room till either nightfall or till we get back. She was still drowsy, but nodded in understanding.'

"uh, thanks, I guess..." Pinkie replied aloud, garnering a few strange looks.

"Lets do this."

Shadows (Secrets and darkness)

Shadows…

Shadows danced gleefully across the floors and along the walls, dipping and diving without rhyme or reason. The laughter of young foals echoed eerily as the shadows danced about carelessly. If only Fluttershy could be one of those carefree shadows. In another life, in another time, she would be cowering from the eerie shadows, but now, instead of cowering from them, she yearned to be one. It felt as if the shadows embraced her and accepted her, despite the fact that she was not one of them.

As she lay there on the floor, she couldn't help but to reflect on past events. Did she really do that with Pinkie? Did she really take on a spider demon by herself? And did Celestia's radiant sun, actually burn her to nearly a crisp? That pain was real, and so was the pleasure that followed shortly after she preyed on Pinkie.

Guilt, shame, embarrassment, it all coalesced in the pit of her stomach. Oh how she wanted to go outside and talk to the others and apologize to Applejack, but the tyranny of the sun prevented it. Surly, should she set hoof in its light, she'd be burned as if a flame or a hot iron had touched her.

‘Oh, to be a shadow…’

Silent tears began to fall as the sound of hoof beats approached Pinkie’s room. Her keen ears and scent told her that Pinkie had returned, but whom was with her? Should she hide or stand firm? She couldn't even decide how she should act anymore!

'Damn Twilight and her stupid spell! She's responsible for all of this!' She cursed mentally, then the realization of her thoughts hit home.

'No! She did what she thought was best at the time. She never meant for any of this to happen, it was an accident. Though she should have known better since the parasprite fiasco...'

The door slowly creaked open, and light from the hallway chased away the shadows that were dancing their aimless dance.

"Fluttershy...it's just me, I brought a friend. Don't be afraid! She just wants to know what's going on and wants to help." Pinkie cautioned.

"O-okay..." Fluttershy whispered.

Pinkie and Rainbow entered the room, and closed the door behind them. The first thing Rainbow Dash noticed was that the curtains were drawn shut tightly and that the room was quite dark. Then, from the far corner of the room the closet door creaked opened slowly. It was like something out of a horror movie, and when the mare, who was supposedly Fluttershy, inched out, Rainbow Dash actually needed to fight back the urge to flee as the first thing she saw was a set of glowing, crimson eyes from a dark figure exiting the closet. As Rainbow's eyes began to adjust to the light level, she began to make out details.

"Fluttershy?" Rainbow asked awestruck as she traced every contour and shape with her eyes. She was perhaps the hottest mare she ever saw. Fluttershy hid part of her face behind her silky mane as she saw Rainbow's wings unfurl and her eyes bore down on her lustfully.

"Yeah, I know right?" Pinkie said, trying to pry away her own eyes from Fluttershy's alluring physique.

"Dashie, you're staring at her. Quit it!" Pinka forcefully whispered out, an edge of protectiveness evident in her voice.

Rainbow snapped out of it and covered her eyes with a free wing.

"S-sorry Fluttersex--I mean Fluttershy!" Rainbow stuttered embarrassment and arousal clouding her senses and sapping her willpower.
Fluttershy blushed, trotted over to the bed, and then threw one of Pinkie's blankets around herself.

"I-is that better?" Fluttershy's sweet, velvety voice asked.

"Oh Tartarus..." Dash replied after hearing her speak.

"Yes, that helps a lot. Now you just look friggen adorable instead of somepony I want…in bed… I can deal with adorable. But even you voice is kinda different, like, 'I want to buck you' different." Rainbow Dash blurted out as she lowered her wing and managed to get them both to rest at ease on either side.

"That is a really big help Dashie! Now maybe we can get down to business; the important, not sexy, kind of business." Pinkie chimed in.

"Oh...okay..." Fluttershy said, still blushing boldly from Rainbow's outburst.

"Do you know that you look almost completely different?" Dash asked her.

"I do now, and from how the two of you reacted and behaved, I can only guess that I'm, um, well...um...I'm really sexy..." She squeaked, a sign that the old Fluttershy was still in there, somewhere.

"Yes, yes you are." Pinkie interjected.

"Is there like, some kinda way you can tone it down?" Rainbow asked.

"I don't know, I can try, maybe." She replied. Uncertainty etched across her face.

"Do either of you have any idea on how I should start?"

Pinkie and Rainbow Dash sat and pondered for a bit, then Pinkie Pie was first to make a suggestion.

"What if you concentrated really, really hard on how you normally look?" Fluttershy thought about it for a little while. Then replied, “I guess that could work.”

As she closed her eyes and did so, the other two watched in awe as gold and red motes of energy slowly materialized and engulfed her. Then, with a flash of dark light, Fluttershy was back to her normal form.

Dazzled by the display, Pinkie couldn’t help but to let out an astonished “wow”. Rainbow Dash was likewise impressed, and now very much relieved.

Fluttershy opened her eyes and looked at herself, she excitedly exclaimed, “It worked! It worked! Thank you so much Pinkie! If you hadn’t made that suggestion I don’t know what I’d have done.” And scoped her up in a nearly bone shattering hug.

“Sure…thing…can’t….breath…” Pinkie wheezed, slowly growing dizzy until she was released from Fluttershy’s grasp. ‘I wonder if that’s how other ponies feel when I hug them' she thought to herself.

‘Probably...’ Pinkameana interjected.

***

The Canterlot Library, oh how Twilight had missed it here! But T’was a shame that it had to be under such dire circumstances. Most of the Canterlot elite seemed to not even notice something was amiss. Perhaps the news of strange things in Ponyville had not reached the general populace quite yet. Swiftly she entered in, but something was much different this time. Where there would usually be many librarians and other studious ponies, there was nothing but a single pony shrouded in robes of a more archaic time.

“Princess Twilight, It is an honor.” The figure said as she bowed in respect, her voice soft and soothing; nearly memorizing. Twilight took a few steps forward, gauging the mysterious pony.

“Yes…well, um it’s nice to meet you. Uh-”

“Night Lily, and the pleasure is all mine. But we both know why you have come. You have gotten my letter, I assume.” She interjected, raising her face to meet Twilight’s eyes. Twilight couldn’t help but to shiver ever so slightly as this mare gazed into her own eyes. When their eyes meet, Twilight saw so much more than just a pair of enchanting golden eyes, she also saw an eternity in those very same eyes; almost akin to what she occasionally saw in either of the Royal Princesses’ eyes.

“Where is everypony? And how did you know I’d show up at this time?” Twilight questioned, unease beginning to set in.

“Princess, there is no need for concern. I have spoken with Princess Celestia and acquired permission to close the library for today in order to better aid you. I am your ally and I know how to help your fiefdom; if you will trust me.” Night Lily reassured, her voice never rising but now resonating with an authority Twilight had not felt initially. To further prove what she was saying, she pulled out a royal scroll penned by Celestia herself; the calligraphy was unmistakable.

“Who are you really” Twilight asked, her curiosity briefly outstripping her caution. “You seem to much more than a hoofmaiden.”

With a chuckle, the mare pulled down her cowl revealing a set of bat pony ears, her fur was soft and silky and was of a violet hue fading to magenta near her throat continuing, presumably, down her underside; her mane was indigo with yellow tips. She couldn’t have been much older than Twilight herself. “Y-you’re a bat pony! Are you involved with the night guard?”

“I am a very old friend to the royal sisters. I was once a night guard, but I preferred the calm and simple life of a servant than to that of a soldier. I know that you know much princess, but there are yet some things that you don’t regarding Equestria’s history and alliances. But none of that is important right now. But what I will tell you is that the being you are dealing with is what is known as a Jorōgumo, a Neighponese monster of legend from the landmass of the same name. In Equestrian, the name can be translated in two different ways, either ‘Binding Bride’ or ‘Whore Spider’. Regardless, this creature, from the sound of it, is the same thing that terrorized Ponyville seventeen years ago.”

As she began telling Twilight these things, she led her to a table and pulled out a hoofful of ancient tomes as well as newspaper articles and laid them out before Twilight. Twilight was astounded at the gathered information and tediously kept files and couldn’t help but to admire the bat pony’s hoof-written notes.

“H-how did you get all this information! This had to have taken years of research! However did you acquire so much in such a short amount of time?” Twilight questioned.

With a sigh, Night Lily motioned with one of her leathery wings for Twilight to sit. Twilight followed her lead, and took a seat in front of her.

“Because, seventeen years ago, Celestia herself had sent me to investigate what is now known as the ‘Spider Fever Epidemic’.”

Lost in the Echo

Rainbow Dash combed the skies in an attempt to find Fluttershy, pushing her limits to maximum capacity. She needed to find Fluttershy, she needed answers! Twilight was less than helpful in explaining how this could have happened, Pinkie was brooding in her room, AJ was obviously out of commission and Rarity was watching the crusaders while Rainbow did what she was doing now.
She knew something was off the moment Fluttershy woke up yesterday morning.

'Strawberry and passion fruit my flank...' She mentally swore.

'Why the heck wouldn't she tell me? ME! Of all the ponies out there, and she never considered saying a damn thing! How long has this really been going on for? Did she do those attacks the night before? NO! Fluttershy would never maim anypony, she couldn't stomach it. It had to be the other thing.'

As she finished her internal conversation, she noticed Pinkie was actually out near Twilight's Castle, her mane having a bit more bounce than earlier.

"P-Pinkie?" She said to herself and dove down to greet her.

"Pinkie, what're you doing her? And by yourself?! You know there's a two pony rule in effect."

Pinkie, startled, jumped up and spun in place to face Dashie. Shock was soon replaced by teary relief as she threw herself onto Rainbow and cried into her coat.

"Whoa, whoa Pinkie! I'm not mad, just I was just concerned. I thought you were at home trying to get some sleep."

"Oh Dashie! So much has happened since this morning! I-I-I went home, then was attacked by a burnty-corpsy-bat pony and...and she...she..."

"...shebitmyneckandstartedtosuckmybloodandthefurandstubbyripedoffhoovesregrewandshegrewfuragainanditwassotandsilkyandshewashotandlokkedkindalikeaprincessbutnotreallyandthingsgotweird,evenforme!ButthenwestartedmakingoutandonethingleadtoanotherandthenIwasinadreamthatwasreallythefutureandIwasvisitedandnowweneedtogowithTwilighttoseeZecoraandIfeellikeIcheatedonyoubecauseIloveyouandnowI'mallconfusedanddon'tknowhowIgothereorhowtotellyouaboutmysplitpersonality!"

"PINKIE! STOP! Slow down! I barely caught any of that!" Rainbow exclaimed as Pinkie's barrage of words left her feeling light headed and dizzy.

Pinkie just took a deep breath and said, "Please hold me." And nuzzled into Dashie as she let quiet sobs escape her lips, allowing her own confusion and worries ebb away in Rainbowdash's embrace.

"There, there...we'll get to the bottom of all this pinks. I promise, cross my heart and hope to fly, stick a cupcake in my eye."

***

The halls of Twilight's Castle echoed the sound of books and the rustling of pages as the Princess of Friendship urgently scoured her tomes for any and all information in regards to the Spider pony as well as to Fluttershy's unique symptoms. She had been so obsessed to fix this anyway that she could that she neither noticed the tears pouring down her face nor even the sound of several hoof-falls quickly approaching her study.

"TWILIGHT!" Rainbow Dash yelled, pulling her back to reality. She turned quickly to see Pinkie and Rainbow before her, their faces etched some level of urgency as well.

"W-what is it Rainbow?" She asked.

"Pinkie knows where Fluttershy is!" Dashie exclaimed. Pointing a hoof to the pink pony. Twilight trained her eyes on her before asking ," Where is she! Is she okay? Are YOU okay? Please Pinkie!" Twilight nearly shouted, not realizing how close to Pinkie's muzzle she was.

"Twi, give her some space. Now where is she Pinkie?" Rainbow Dash said as she gently pushed Twilight back from the party pony.

"Okay, but you guys can't go bursting in. She's in a very...a very sensitive state. And probably a mildly ravenous one too. She's currently in my bedroom; resting. I don't think she'll wake up until it gets dark outside, so I'm pretty sure we have time before she decides to go off some where." Pinkie replied as the other two mares breathed a sigh of relief. Then Twilight suddenly looked even more worried.

"BUT WHAT ABOUT THE CAKES!? Pinkie, if she's still bloodthirsty what will happen to them!" She cried and shook Pinkie.

"Don't worry Twilight, I got that covered." She replied as she settled herself from Twilight's shaking. Inquisitively, the lavender mare tilted her head, "How?"

Pinkie blushed heavily and coughed into her hoof, "Don't worry about how I took care of it, just trust me when I say I have. Please Twi?" Pinkie responded, her voice betraying her as shame and guilt seemed to drip with every word she spoke.

Twilight and Rainbow both caught the tone of her voice and looked at each, but through some empathic link the two decide to let it be for the moment.

"Okay, we'll trust you. But if anything happens or changes, let us know as soon as possible. I've got a lot of research to do, and hopefully I'll have a solution for at least her. Rainbow, go with Pinkie and keep her and The Cakes safe in case Flutter...bat...losses control."

"Princess! Fluttershy is not some wild beast! She has shown a great deal of self-control!" Pinkie protested, then quickly covered her mouth, fear evident in her eyes.

"Srry." She muffled.

"Uh...Pinkie, you okay?" Rainbow Dash questioned, her suspicion growing.

"yeppitty yep yep! All good, eheheheh! Just...STRESS! That's right, just good old stress! Well let's let Twilight get back to work! Maybe you can help me get rid of some of this stress Dashie!" She awkwardly chuckled as she took dash by the hoof and ran out dragging her along for the ride.

"O...kay?" Twilight said to nopony in particular.

"That was weird, even for Pinkie." Spike commented as he waddled up to his guardian, a letter in claw.

"Yeah...Is that a letter from Celestia?" Twilight said as she snapped out of her stupor.

"No, I took a peek while you were occupied with those two. It's from one of Luna's hoofmaidens, who also caught wind of our situation and searched the Canterlot Library and archives. You're not going to believe this." He said as Twilight took the message with her magic and read it.

In the letter was enclosed a photograph of a beautiful mare with a pale blue coat and a pale peach mane wearing glasses and a white lab coat. Next to her was a cage filled with Star spiders with a caption:

Star Weaver, a Neighponese Entomologist, found what she believes to be the key to anti-venoms everywhere. Recent study show that certain compounds within the star spider's venom can hold the key to counteract venom from victims bitten everywhere.

The second was a newspaper clipping of a terrible accident that happened at her labs. Her body was never found, but shortly after strange sightings occurred, followed by a strange illness. Those who were afflicted started to have plate-like growths and deformations, there are no known survivors. And soon the sightings vanished just as quickly as they began, along with the disease.
These articles were dated around the time twilight was just a foal. Around the time Applejack lost her parents.

Dear Princess Twilight,

We here at Canterlot have received your letters on your current situation in Ponyville. However, due to circumstances I cannot explain to you via letter, I wish offer you aid as both rulers are currently indisposed. I would like to formerly extend an invitation to you to meet me in the Canterlot library. I have more information for you, but be warned, it may raise more questions than answers.
-a hoofmaiden to Luna, and a friend.

"What're gonna do Twi? It sounds fishy." Spike commented.

"I know, but what other lead do we have? I have to go, all of Ponyville depends on us, possibly all of Equestria as well."

"Be careful Twi, we need you." Spike cautioned, then threw his arms around her.

"I will Spike. If any of the others ask for me, tell them I'll be back shortly. " she answered him, returning the embrace. With a final nuzzle and renewed determination, she was off, leaving Spike a laundry list of things to do and to research in her absence.

"I will save you, all of you." Twilight encouraged herself, before taking flight to Canterlot.