A Shadow Over Ponyville

by Mr Darcy

Rating: teen
Tags: Tragedy, Adventure, Princess Celestia, Crossover, Twilight Sparkle, My Little Pony: Friendship is Magic, Dark, Other, Lyra
Length: 10548

A tale of cosmic horror.

When the enigmatic Lyra Hoofstep arrives in Ponyville, nopony makes much of her. After she befriends Lyra Heartstrings however, strange events begin to unfold. Soon, Twilight Sparkle finds herself caught up in a quest for knowledge that may be better left in the dark.

And that's that. This is my first fanfiction, so I would definitely like some feedback. In particular, I was trying to imitate the style of H.P. Lovecraft, and I want to know if I succeeded. Other comments and suggestions are welcome, of course.

Published 2012-04-12 00:44:04 UTC
Last updated 2012-04-16 05:27:22 UTC

Chapter One

A Shadow Over Ponyville

Chapter One

My name is Twilight Sparkle, and I have seen things no pony should be forced to witness. This land of ours, this entire universe, harbors evils deeper and more sinister than any could suspect. What horror lurks at the heart of it all? I thank Celestia I shall never know the full truth. Even the little I have uncovered is enough to drive me nearly mad. It is only for the sake of my friends, and indeed all ponies, that I hold myself together now. I must pass on this knowledge, dreadful as it may be. Even now, as my loyal dragon Spike transcribes my words, I know they are coming for me. It may be too late for me, but they will not take me so easily as Heartstrings. Oh, Heartstrings! The thought of her still brings me to despair! When I have completed these memoirs, Spike will take them, and he will run very far, as far as he can go. I have suggested that he take refuge with his dragon-kin. There is perhaps no other race on this fair world more suited to face the encroaching horror than the dragons. Their pride may yet get the better of them, though I hope my poor assistant can persuade them of the consequences that would bring. I have tarried too long on introductions however, and I do not know how much time I have.

Though I was not aware of the event's significance at the time it occurred, in hindsight it is apparent that it all began the day a new pony arrived in Ponyville, one Lyra Hoofstep. She was unremarkable for a unicorn, and I could not describe her if I tried. Her cutie mark seemed to be an intricate pattern, it's color like starlight, and it's shape bringing to mind a spider's web. I could not ascertain it's meaning, though I never spent enough time with the mare to question her on this. I am thankful now that I never found myself in her presence long enough to ask such questions. When she first arrived by carriage, she was of course accosted by my friend Pinkie, who, in typical fashion, remarked to Hoofstep that there was another long-time resident of Ponyville who shared her first name, and proceeded to introduce Hoofstep to Lyra Heartstrings. I only heard of this meeting afterward from Pinkie herself, but my friend noted how, upon shaking hooves with Heartstrings, Hoofstep broke into a most unseemly grin. Pinkie Pie swiftly put it down to Hoofstep's awkwardness, and while I can sympathize with those who are forced into unwanted social encounters by Pinkie, there was another present who was not so convinced of Hoofstep's innocence. Bon-Bon, Heartstrings' closest friend, could be heard often in the next few days expressing her dislike of Lyra Hoofstep, most notably the disquiet she had felt upon first meeting her. More than just her odd smile, Bon-Bon claimed she had felt a creeping sensation emanating from Hoofstep. Shame on myself, and all other ponies, for deriding her concerns as mere superstition! It had not been long since we had accepted another into our herd, a certain zebra named Zecora, after we had shunned and distrusted her in much the same way. We had learned our lesson, perhaps too well, for we would have been wise to heed Bon-Bon's words. Even more startling is that, after certain later events unfolded regarding Bon-Bon, it never occurred to us to take her impressions seriously. What foals we were, and now too many have paid the price, with myself soon to join them.

Excepting Bon-Bon's outspoken mistrust of Lyra Hoofstep, life in Ponyville continued much as it always did for many weeks. I met with my friends often and found myself drawn into inexplicable adventures. My reports to the Princess continued, and not once did anyone sense there was something amiss. Hoofstep was not seen much during this time. She had moved into a small home near the edge of town, just off the road to Sweet Apple Acres, and would only leave it to do her weekly shopping in the market.. On these excursions she would often run into Heartstrings and Bon-Bon, seemingly by accident. By Heartstrings' accounts, Hoofstep was always pleasant, and seemed very interested in her aspirations as a lyrist. Hoofstep claimed to be an accomplished piper, and even mentioned in passing some connections she might have in the musical scene. This cemented their friendship, and thereafter the two could be found practicing music in the park once a week. Hoofstep proved true to her word, and her skills with the pipes were incredible. With lyre and pipes they slowly gained the attention of Ponyville's park-goers. Through all this, Bon-Bon remained cool in her treatment of Hoofstep, though she did her best to tolerate the mare for Heartstrings' sake. The two continued to perform, and this culminated in a particularly enchanting duet which left all who heard it awestruck. Following the roar of applause and congratulations of the crowd, Hoofstep proposed that Heartstrings pay her a visit the next week. She told the lyrist, who was drunk on the adoration of the ponies, that if they were truly dedicated to making music, they would be better served practicing in the quiet and safety of Hoofstep's own home. Bon-Bon objected and tried to convince Heartstrings not to accept, inventing a previous engagement on the spot. Hoofstep saw through the bluff, but merely laughed, and said that if she were so worried about her friend, she was welcome to come as well. Bon-Bon agreed reluctantly, and so it was that the next week the two ponies found themselves at the house of Lyra Hoofstep. Whatever happened next is unclear, but suffice it to say that the visitation of Heartstrings and Bon-Bon to that house marks a turning point in this story. Heartstrings never spoke of what occurred during that trip to anyone but I, and she was not in her right mind when she related her tale to me. I would very much like to have heard Bon-Bon's side of things, but alas it was not to be, as you shall soon discover.

According to Heartstrings, the two ponies were lead into the house by Hoofstep, who took them to her music room and treated them to drinks. When their thirst and hungers were sated, the host began to boast of a wonderful instrument she had found, a certain set of pipes that, when used in the hands of a skilled piper such as herself, could move a crowd to tears. Naturally Heartstrings demanded to see this masterpiece of musical craftsmanship, and Hoofstep obliged her. She left the room and returned levitating a set of pipes with her magic. As soon as they laid eyes on the instrument, both Heartstrings and Bon-Bon were captivated. They had no doubt that Hoofstep had been telling the truth regarding it's superiority, as it's quality was evident in the way it caught the light, the way it seemed to call out to the soul. Grinning, Hoofstep began to play, and sure enough her music brought the guests to tears. Heartstrings spoke of it as though she had entered paradise. Though the details were lost to memory by the time she told me the story, she remarked that it was like a never-ending dream of such beauty, her heart ached to see it. Such images and sounds, the likes of which she would never know again! When at last Hoofstep ended the song, Heartstrings and Bon-Bon immediately cried out for more. Again, Hoofstep obliged, and here is where things grow dim. Heartstrings can say nothing more of the second song besides that it was far removed from the first. Her own emotions, her own thoughts, could not comprehend that music. How long Hoofstep enchanted them with her music, I cannot tell, though I suspect it was a few hours at least. Ponyville is such a peaceful town that they could have been absent for days before it would be remarked upon. When the trance ended, Bon-Bon was gone. Heartstrings naturally questioned her host as to her whereabouts, but Hoofstep merely said that she had grown tired of the music and returned home. As she escorted Heartstrings out, they made plans for another visit, and this time Hoofstep asked Heartstrings to bring her lyre so that they might practice together. Heartstrings returned to her own home, and when anypony asked where she had been, she would only say she had been practicing with Hoofstep. The ponies of the town, having heard many a song by the two musicians, were satisfied with that answer, and were eager to hear more from the skillful duet. All seemed well, until the next morning. Lyra Heartstrings completed her morning preparations and made her way to the home of Bon-Bon, as she normally did. Her knocks went unanswered and, growing concerned, she put aside the conventions of polite society and entered her friends house unannounced. She searched for an hour, but found no trace of Bon-Bon. The pony had somehow disappeared. Heartstrings was naturally hysterical by this point, and before long all of Ponyville had been roused into a frenzy of activity. I myself coordinated the search effort, but it was pointless. Though we looked for days, no sign of Bon-Bon was ever found.

I spoke with Heartstrings after the search had died down and the town had lost hope of ever finding the missing mare. It was then that she told me of her visit to Hoofstep. I found the dreamy way Heartstrings told her story to be odd, and I also found it odd that nopony noticed Bon-Bon returning to Ponyville without her constant companion. I put aside my suspicions for the time being, however. It was clear the pony had been through much. The next week, a memorial service was held for Bon-Bon, with the whole town in attendance. There was of course no body, but we made due with an empty casket. Hearing the sobs of Heartstrings nearly broke me, and when she had to leave partway through the eulogy, my heart went out to her. I prayed I would never know such pain. After the service, I cried with my friends, and thought of how lucky I was to have them. The next few days saw me spending more time with them than ever, for fear I might lose them at any moment. Lyra Heartstrings spent those days in isolation, and mourning. This first part of the story is almost ended, but there was one more event from that time frame that holds significance. Again, like the arrival of Lyra Hoofstep, I did not make much of it when it happened, and only now do I see it's importance. It was a simple matter of a visit between friends, on the surface. When Heartstrings failed to turn up for her planned get-together at Hoofstep's house, the enigmatic pony made a rare appearance in Ponyville to visit Heartstrings instead. She carried something in a black case with her, and I now suspect it to have been the captivating instrument Hoofstep had charmed her guests with before. Not long after she had been granted entrance to the house, the sound of playing could be heard. It was a duet, of pipes and lyre, and it was clear to everypony passing by that Heartstrings and Hoofstep were playing together once more. I did not hear the song myself, but Rarity, who lived nearby, claimed to have heard it from her shop, and was immediately drawn to it. She arrived outside Heartstrings' house to find a small crowd gathered, every face streaked with tears. Rarity likewise found herself sobbing before long. Like the incident at Hoofstep's house, nopony could afterward quite recall the nature of the song, only that it was painfully depressing. When Hoofstep at last vacated the house and returned home, the gathered ponies dried their tears and went about their business as normal, the haunting music a dim but enduring memory in the back of their minds. The next day, Heartstrings ended her isolation. Indeed, when she was seen shopping in the market, many noted that she appeared almost cheerful. Whatever words and emotions had passed between Heartstrings and Hoofstep, they had done wonders for the grieving mare.

Chapter Two

A Shadow Over Ponyville

Chapter Two

Following the disappearance of Bon-Bon, Heartstrings and I grew much closer than we had ever been. I could not account for her sudden warmth, but it is likely it had something to do with the way she had opened up to me regarding the events that had transpired in the Hoofstep house, which had, after all, been the last time she had seen her best friend. I did my best to include her in most everything my group did, and though she never fully became 'one of us', so to speak, we were fond of her, and she of us. But if Lyra Heartstrings was fond of me, it would not be inaccurate to say she was positively enamored of Hoofstep. I sometimes felt her friendship with my acquaintances and I was merely a way to pass the time before she could be with Hoofstep again. Some ponies attributed this attachment to Hoofstep as Heartstrings' way of replacing the hole left by Bon-Bon, but all were happy she had found someone to help her overcome the grief. Indeed, the two became almost as inseparable a pair as Bon-Bon and Lyra had been, in so far as such a thing is possible, especially given how seldom Hoofstep left her house. It was this reluctance to leave her home which resulted in the two spending an extraordinary amount of time at the Hoofstep residence. Before long, Hoofstep's already infrequent outings grew even rarer, till at last they stopped completely. She no longer bothered to go to market, preferring to have Heartstrings do the shopping for the both of them.

Heartstrings' connection with me waned as she began spending less time with the rest of Ponyville, and more time out at the Hoofstep residence. She never stayed overnight, and she could still be found in town during lunch hour and early morning, but beyond that and her trips to the market, Heartstrings now spent all her time with Hoofstep. When questioned as to what the pair could possibly be doing all day, Heartstrings would only say she was practicing her music with Hoofstep, and that it was very important the two were not interrupted. Most were content to leave it at that, labeling Hoofstep an eccentric loner, and Heartstrings a vulnerable girl who had been drawn in during a moment of weakness. For the most part I shared this opinion, and though I was sad to lose a friend, even one as distant as Heartstrings had been, I knew that her life was her own, and if this was how she chose to live it, it was not my place to interfere. I still had my suspicions regarding Lyra Hoofstep. Bon-Bon had last been seen at her house, by none other than Hoofstep and Heartstrings. However, neither of the two had any motive for desiring the death or disappearance of Bon-Bon, and when I lead the search party to Hoofstep's house, we found nothing there to indicate Bon-Bon had met some dreadful fate at the hands of the strange pony. Therefore, I had chosen to put aside my misgivings for the moment, as I could not in good conscience condemn either Hoofstep or Heartstrings without further evidence.

It was some months after Bon-Bon's funeral service, and as stated previously Hoofstep had withdrawn into complete seclusion, with Heartstrings being only somewhat better at socializing. It was to my amazement then, when Lyra Heartstrings chose to pay a visit to my residence, which also served as Ponyville's library. I of course welcomed her in, and laughingly told her I would be unable to provide refreshments. My home being a library after all, I did my best to protect the books from any potential harm. Heartstrings said she would not be staying long, and had no need of a drink. She surprised me then by saying that Hoofstep had taken an interest in me, of all ponies. Apparently, Heartstrings had told her companion all about my friends and I, and the times we had spent together before Heartstrings had withdrawn from nearly all social encounters. Heartstrings said that her companion had listened patiently to her stories, but clearly showed no interest, at least until I was mentioned. The tales of Nightmare Moon and Discord had perked Hoofstep particularly, said Heartstrings. Now my curiosity was raging, but when Heartstrings mentioned that Hoofstep had invited me to visit, I stumbled. I could not explain it, but every fiber of my being cried out against that notion. Somehow I knew that visiting Hoofstep alone would bring me only harm. I declined the offer, citing the poor health of my assistant. Spike, ever the helpful one, performed a most convincing impression of a deathly-ill dragon at this point. Heartstrings sympathized with me, and turned the conversation to her real purpose in coming. She was looking for a certain book, and if anypony knew where to find it, it would be myself. As it happened, I possessed the very book she sought in the library, and retrieved it for her. I wondered what two ponies, who claimed to be practicing music, would need such a book for, but I allowed Heartstrings to borrow it and sent her off with a pleasant farewell. The book in question was a musty old tome, a history of magic in Equestria, and many of the organizations dedicated to it's study, the most recent of which being Celestia's School For Gifted Unicorns.

Though the borrowing of that book certainly piqued my interest in Hoofstep and Heartstrings doings, it alone would not have been enough to spur me to the actions I took later. The true catalyst for my journeys was much darker. It occurred mere days after I lent the book to Heartstrings. It was nighttime, and most ponies were asleep. I had found myself engrossed in a particularly fascinating story prior to bedtime, and was unable to put it down. So it was that I was fully awake, reading by dim candlelight, when there was a crash from downstairs. I leaped to immediate action, taking care to mark my place in the book before dashing down the staircase. As I entered the main room, a shadow caught my eye. Before I could react, something was smashed across my head and I slumped over in a daze. When I had regained my senses, the perpetrator was long gone. A broken window showed their means of ingress and escape, and a hastily erected ladder told me they had been searching for a book before I had interrupted. I knew well the attraction of books, but why anypony would seek to steal one from a library was beyond my means of deduction. I turned on the lights and inspected my shelves, and found no books missing. Whether the culprit had been unable to find what they sought, or whether in their haste to escape detection they forgot to grab it, I did not know. That haste was their undoing, however, for caught in the ladder was a clutch of hair from a mane. Bringing it closer to the light, I was shocked to see it's color perfectly matched the mane of Lyra Heartstrings! Baffled, I began pacing the floor and thinking desperately for an answer to this riddle. It came to me in a flash. The book I had lent Heartstrings days before contained references and descriptions to many other books of magic, some lost to time and others extremely rare. Perhaps she had learned of such a book and had come looking for it here? But why steal it, I thought, when she could have asked? I suspected the influence of Hoofstep in this, and wondered once more as to the pair's activities. What could they be doing that it required such secrecy and criminality?

I determined then and there not to report Heartstrings' crime. Instead, I would pursue investigations of my own. Firstly, I would need to determine which book she had been looking for. It would have to have been one mentioned in the book I lent her, but I did not have a second copy of that tome for reference. I knew where it could be found, however; the Royal Canterlot Library. I turned off my lights and settled in for an uneasy sleep, and it seemed I had hardly closed my eyes when the morning sun and my assistant woke me. As soon as I was out of bed, I ordered Spike to prepare my saddlebags for travel. He was incredulous of course, but I declined to answer any of his questions, and stubbornly refused to bring him along with me. I told him of the break-in the night before, and made him swear to tell no one, tasking him instead with guarding the library against future attempts at robbery. I did not think Heartstrings would be so foolish as to try it again, but to be sure I also told Spike not to mention I had left for Canterlot. I set out early in the morning, avoiding main roads so as not to be seen by any early-rising ponies. With luck, I would be back before anypony even knew I had left.

Chapter Three

A Shadow Over Ponyville

Chapter Three

This part of my narrative may seem strange to you, dear Spike. As far as you were aware, I held to my promise to return from Canterlot swiftly. According to you, I returned the very next morning, and claimed I had only been paying a personal visit to the Princess. That excuse was enough for you and my friends, and everything returned to normal. I made no mention of ancient books and dark magic, and I did not trouble myself with the doings of Lyra Hoofstep and Heartstrings. I tell you now that it was all a lie. Listen closely, and you shall see what I mean.

I arrived in Canterlot in the afternoon, having caught a carriage once I was safely out of Ponyville. I could not shake the feeling I was being watched. I was not unknown in Canterlot, having lived there most my life, even if my time was spent more with books than other ponies. Thus, despite my efforts to remain innocuous, I was surely spotted by some who recognized me, not all of whom were friendly as I later discovered. I headed straight for the Royal Canterlot Library after stopping for a quick lunch, and was admitted by the guard, who greeted me warmly, as I was more well known here then anywhere else in Canterlot. It did not take me long to find the book I sought, “A History of Magic and it's Magistrates”. Taking my find to a table, I flipped it open and began skimming pages, taking notes wherever it mentioned a book of magic, and where the copies could be found. As the list grew, so did my unease. Some of the tomes mentioned were of a most sinister quality, and even one so versed in magic as myself shuddered at the thought of reading them. I knew that if Heartstrings was looking for any of these books, her purposes could not be wholesome. Many were no longer in existence, all copies mentioned in “A History...” having been destroyed or lost, and my search was narrowed down to the handful that could still be found, although even these were exceedingly rare. Fortunately, if there was one place they could be found, it would be the Royal Canterlot Library. Armed with my notes and the descriptions provided by “A History...”, I delved deeper into the shelves of books, and to my luck I located many of the books on my list. In the end I found five of them.

Two of the books were short works, treatises on such superstitious nonsense as the use of circle patterns to enhance one's magical ability. Both of these I quickly set aside, convinced they did not contain the answers I looked for. Two more were entirely unrelated to magic as we thought of it, instead dealing with such things as anatomy, and the power of the physical form. The last was similar to the first two, in that it contained numerous studies on the workings of magic and the occult, but it differed from the others in format, being the diary of the noted magician Ethersong. Ethersong was not notable for any significant contributions to magic, rather being famous for two things; his persistence in claiming there were other realms just outside the reach of normal perceptions, and the curious manner of his death, involving the burning of his Canterlot laboratory in the midst of one of his experiments. I admit the tale of Ethersong intrigued me, and even if I had not been looking for answers to the Lyra mystery, I would have read that diary for my own sake. It began innocently enough, though Ethersong's ramblings on the various orders of existence were disturbing. Mention was made of his acquisition of a townhouse in Canterlot from a family member, which he planned to turn into a permanent lab. Further entries in the diary detail his moving into the new lab, and his introduction to the underground mystic movement of Canterlot, ponies who shared Ethersong's interest in the occult.

While before I was merely concerned, this marks the point where I became truly terrified of the possibilities that lay before me. The cause of my sudden fright, which nearly drove me to faint, was a certain pony who is mentioned in Ethersong's diary. Ethersong called her 'average-looking, most nondescript', and more importantly, he describes in great detail the pony's cutie mark, calling it in summary 'a silvery, intricate web, a most beautiful design'. Only once before had I seen something like the mark described in Ethersong's diary, and that was on the flank of Lyra Hoofstep! Though she was called by a different name in the diary, I knew it was her. How could it be, that Lyra Hoofstep is alive and well in Ponyville right now, while being mentioned in the diary of Ethersong, written generations before our time? Furthermore, how had nopony noticed this connection before? Could I truly be the first to discover this damning evidence? I reeled at the implications, and in my panicked state I considered abandoning my quest and putting aside that diary, never to look back. Now that I do reflect upon my path, I wish I had turned away right then. I could have lived peacefully, not knowing any more of Lyra Hoofstep and her insidious machinations. That road is one not traveled, as I managed to overcome my initial shock and, in the interest of pursuing this mystery to it's core, I continued reading the diary. Ethersong grew closer to Hoofstep, and from the way he spoke of her I would guess that he was becoming quite enamored of her. This was proven when, in one entry, he talks of putting aside a portion of his bits normally reserved for research, and saving it instead to buy Hoofstep an engagement ring. This entry was made only months before his untimely death, and I knew he would never get that chance.

Weeks before his death, a particularly excited entry speaks of a successful experiment, wherein, with the aid of Hoofstep, Ethersong utilized a specially crafted device to produce sounds which he thought could manipulate the very fabric of reality. This was proven when he struck certain notes, causing a test-mouse to promptly keel over, dead before it hit the ground. When it was examined, no cause of death could be found. It had simply expired, as though of natural, or in this case unnatural, causes. Hoofstep and Ethersong were ecstatic about their discovery. They performed repeat tests in the following days, trying to discover the limits of this new power. Once more I was terrified. The results of their experiments suggested a power unlike anything seen before. Is this what I was up against? It should speak to the gravity of the situation that I, one of the Elements of Harmony and the defeater of both Nightmare Moon and Discord, found myself so frightened by a few words in a diary. Further entries indicated Ethersong's desire to share this power with the world, and how Hoofstep seemed reluctant to agree. A rift grew between them over this matter, and the penultimate entry shows that Ethersong, still pining for Hoofstep, had invited her to his lab for a quiet dinner, in the hopes that they could sort it out. The date was the same as that of his death, in the fire which was presumably started by one of his many experiments. I surmised that it was not so much an accident as sabotage, the work of Hoofstep ridding herself of a rival and ensuring only she would know the secrets of the power they had found. This was proven by the final entry. I will repeat it here in full, word for word, as it's importance cannot be overstated:

What a foal I've been. Love blinded me. Love of progress, and of her. She has broken my legs and cast me into my cellar, and even now I smell the smoke. She intends that I burn here, along with all my work, leaving her in full possession of the knowledge we acquired together. Together...even now I wish we could have been. Lovestruck I may have been, but reckless, never. I took precautions. Many knew that she intended to meet me here this night, and our turbulent relations in the recent past provide enough motive that the blame for my death will surely fall on her. What's more, I took the time to hide away my own notes on our studies in my old apartment on Aspen Lane, beneath the floorboard directly before the window. My love may have constructed the instrument we used to produce the reality-bending frequencies, but it was I who discovered the necessary notes, the proper tunes and shifts to reach a desired effect. She only ever knew the few tricks I had taught her, and of course I did not teach her everything I had learned! I will shelter this diary with my own body to preserve it from the fire. Whoever finds this, please unearth my discoveries. I hope the notes I have left are sufficient for someone of reasonable intelligence to rediscover the power I had hoped would revolutionize Equestria.

I knew now why Heartstrings had sought this book in my library. She and Hoofstep were searching for the lost notes of Ethersong, for what end I still could not fathom. For just a moment, I pitied Heartstrings, for being deceived by Hoofstep like Ethersong before her, but I could not let that stop me at this critical point. I slipped Ethersong's diary into my saddlebags and silently asked Celestia's forgiveness for my theft. I knew this diary could not fall into the wrong hands. What if Hoofstep did not need it to deduce the location of the notes, however? I determined to go to Ethersong's old residence and ensure his notes remained hidden. Perhaps I would take them, and find a more secure location to hide them away. The Royal Library housed news archives, and I searched there for the address of Ethersong's old apartment. I found it, along with the poor stallion's obituary. To my surprise, he was not the only pony listed as a death in the fire that consumed his lab. Hoofstep's pseudonym was also listed. Somehow, she had faked her death, thus neatly avoiding the blame for the fire. I theorized that she had gone into hiding then, only to resurface decades later as Lyra Hoofstep, in Ponyville. Apartment address in mind, I set off for Aspen Lane. My studies in the library had taken the whole day, and now the full moon illuminated the beautiful streets of Canterlot. Ethersong's apartment building was in the older part of town, and when I found it I was charmed by it's rustic design. Whoever owned the establishment had taken cares to maintain it's historical architecture, and I felt transported to an earlier age upon entering it. Luck was with me once more, for Ethersong's apartment was vacant, and a simple spell unlocked the door to allow me entry. I got to my knees before the window and felt around for the board Ethersong had mentioned. It took many minutes, as it was cleverly hidden, but at last I pried it loose.

There, in a small alcove, was a bundle of paper, held tightly by a strip of leather binding. Before I could reach for it, hoofsteps alerted me to the presence of another. I moaned inwardly. I had led them straight to it! I would not put it past Lyra Hoofstep to have planned the whole thing in advance. Turning on the oncoming pony, I prepared a spell in my mind, one to paralyze an opponent, but I never had the opportunity to cast it. There, in the doorway, was Lyra Heartstrings, a lyre floating before her. With her magic, she was plucking a tune, and as those notes reached my ears, I found myself losing control of my own spell. It fizzled out, and I slumped to the floor, sweet lullabies drifting through my head. Heartstrings seemed almost apologetic as she crossed the room to my limp body. I could only watch as she retrieved the notes, and then leaned before me to speak. She said that if it were up to her, I would be spared. But Hoofstep could not risk that, she said, and then she apologized for what would happen to me when I awoke. At last the music claimed me, and I drifted off, Lyra Heartstrings' warning echoing to the beat of the tune in my mind.

Chapter Four

A Shadow Over Ponyville

Chapter Four

Heartstrings had not been making idle threats, for when I awoke it was into a nightmare world that will haunt my mind for as long as I live. In that, my death will be a mercy, and I await the arrival of those who seek to end me with some relief. Do not cry, Spike. I did what needed to be done, and if given the chance I would do it all again. Perhaps a break is in order. I thought they would be here by now, but it seems my actions have disrupted them, and we may have until dawn. Sit with me, Spike. I would very much like to hold you once more, as I did when you were young.

That is enough. We must return to the story. I awoke to darkness, and wondered briefly if I had been blinded. I lit my horn, slowly so as not to overwhelm my senses, and the darkness around me was banished by the glow. I felt relief that I was not blind, but the light revealed me to be in some manner of cave. The roof and walls were uneven, clearly not carved out by ponies. I was laying on a stone slab, it's shape as jagged as the walls of the cave. The slab was itself situated on a platform, approximately ten feet high and wide enough for several ponies to stand around the slab I was laying on. At the right edge of the mesa was the start of a gentle slope, and I rolled off my slab and trotted over to see that, as I had thought, it was a ramp, curving all around the platform till it reached the floor. I could see nothing more than I already had from my position, so I went down to the bottom. The space between the walls and the platform left little room to maneuver. Two ponies might have walked abreast there, if they kept uncomfortably close. I went round the cave and found no entrance. How had they brought me here with no way in or out? I looked up, wondering if the ceiling possessed a chimney of some sort, but no luck there. It was as blank as the walls. I had another pass at the walls, inspecting them closely for any sign of a door. My search turned up nothing. The walls were solid rock, with no breaks whatsoever. I nearly despaired, and I spent several minutes with my head rested against the stone, fighting back panic.

An answer came to me, though it was a slim chance at best. Rarity had taught me a spell for detecting gems in the ground. Could I modify it to detect other things as well? It was worth a try. I closed my eyes and focused, visualizing holes, cracks, thin spots, anything that I could work with, and then I cast the spell. It fizzled out, to no effect. I did not let one failure ruin me, and I tried again. This time, the stone began to glow, and the outline of an arch was revealed! Now the question became, how to open it? The stone would be weaker in that spot, and so I began using my magic to apply pressure, trying to force the door. I broke a sweat, and my breath shortened. I pushed harder and harder, but my efforts were being rewarded; I could see cracks appearing around the edge of the arch. I put all my strength into one last push, and the doorway exploded outward, revealing a tunnel as dark as the cave I was in. I sighed and leaned against a wall, taking a moment to gather myself. When I felt rested enough to go on, I stepped through the ruined arch and into the tunnel. It stretched on as far as my light could reach, so with no other choice I followed it. After some time, I came to a crossroads, with a path straight ahead, and also to the left and right. With nothing to guide me, I chose to go right on a whim. This tunnel was shorter than the one leading to my prison. It lead me to an arch, which opened on a room as large as my tree-house.

I entered cautiously, but there was nopony else present. Those who had captured me had been relying on the seemingly impassable walls to hold me, I guessed. Wooden shelves lined the walls of the room, each adorned with books, scrolls, jars, and pouches. The jars were all labeled, but I did not bother to read what they contained. To the right as I entered, a break in the shelves allowed room for a table and a large chest. The table was covered in glass instruments, and I perceived many of them to be the tools of alchemy. Others I could not identify. I passed the table, and on the far end of the room from where I had entered, there was another break in the shelves, this time to allow the viewing of a large mural that had been carved into the rock. It was choppy, as though made by hands unaccustomed to tools, and that image shook me more than anything I had seen previously. In the center was a figure, a blighted, amorphous mass, which screamed of blasphemy and hunger. I dared not look upon that thing for long, and when I at last averted my eyes, I saw that somepony had carved shaky letters below the demonic thing. I did not want to read it, but morbid curiosity got the better of me, and I drew closer for a better look. The letters spelled the word “AZATHOTH”, and the mere reading of that word gave me chills. It was the name of the figure above, I presumed, and I did not care to learn anymore. Surrounding the horrid monster which formed the nucleus of the image was a ring of likewise monstrous abominations, though in form they were less frightening than the one who was named Azathoth. Some held flutes, and seemed to be piping away merrily, while their companions banged on drums.

I let my eyes follow the ring, and there, near the top, was one who seemed greater than his fellows. His head was a single tentacle, long and winding, with a gaping maw where a mouth should be. Of other limbs he possessed many, some bony and others like tentacles, and it made my eyes water to follow the twists and curves of his unnatural shape. He too carried a flute, and he played with two hands while directing his lesser kin with the others. Unlike his lesser brethren, he had a name like the demon in the center. I could barely decipher it, but it read to me like “NYARLATHOTEP”. The name would have been dreadful enough, but just below it another thing had been carved. It was small, but never before has such terror been contained by such a small thing. It was a pattern, and I knew it immediately as the cutie mark that Lyra Hoofstep bore upon her flank. Lyra Hoofstep...Nyarlathotep. I screamed. I am not ashamed to admit it. I wailed and screeched and I ran, right out of that room and to the crossroads, not even bothering to stop and question my direction. I charged on straight ahead, down the path which had been to my left as I was escaping my prison. I stopped only when I had exhausted myself. I slowed to a stop and then dropped to the floor, my mind and body too weary to remain awake.

When I came too, I shuddered and did my best not to think upon what I had learned in that room of nightmares. I could not suppress it entirely, and the implications made my mind reel. I stumbled to my feet and cast a light spell once more. I decided to continue on the path I was following, anything to get me further from that room, and the carving with it's terrible revelations. I walked for hours, and to keep my mind off the truth of Lyra Hoofstep, I thought of my friends. I wondered what they were doing, and whether they had questioned my absence yet. I did not know how long I had been gone, but it must have been more than a day. Would Spike break his promise not to tell where I had gone? I doubt that it would matter. My friends would not find this place, wherever it may be. No, escape was on my shoulders. My thoughts were interrupted by something wholly unexpected. I had been traversing these tunnels in complete silence, excepting my own screams earlier. Now that silence was broken by the most terrible wailing I had ever heard. It bubbled and seethed, and I could not determine what emotions it expressed. If I had to guess, I would have said anger. My captors had discovered my absence. I thought of the images in the room I had left, and when the blasphemous wailing echoed through the tunnels a second time, my mind made horrible conjectures about what could be causing it. I panicked, and I ran once more. I galloped on, but to my horror I began to hear a sound from behind , like a rushing wind, and a fearful sensation swept over me. I redoubled my pace, and if I had not been in such a terror, I would have noticed the ground beginning to slope upwards.

How long I ran, with an unknown horror of the depths behind, I cannot tell. Eventually the sloping floor came to an end, and directly above was a wooden door. Before I could reach up to push it open, the rushing sound grew fiercer and the wailing began again, and from much closer. I would not make. Whatever hunted me possessed some unnatural speed, and despite my head start it had caught up. Even as I turned to face it, I could feel it's presence, like a black stain on the universe. I had kept my horn's light to a minimum before, to conserve my strength, but I did not want to die in darkness, so I allowed the light to burst forth. As the light from my horn gained in brilliance, the thing approached. From the shadows I saw a red glow, a single, flaming eye. A shape surrounded the eye, a form of shifting shadow, and it is merciful I could not make it out in the darkness beyond my horn's light. I realized then that the thing had stopped moving. It hovered at the edge of the illuminated area, remaining in the dark. I almost laughed, but felt it would be best not to press my luck, especially with eldritch horrors from beyond our world. I backed up slowly, and sure enough the thing never drew any closer to the light. Confident that I had discovered it's weakness, I turned back to the door and pushed it open. It was heavy, but I managed, and I lifted myself up one hoof at a time, careful not to let my light go out. When I had fully exited the tunnel, I looked around and found myself back in Ethersong's apartment! I wondered how far those tunnels stretched below, and where else they connected to the world above. I was sure there were other exits, but soon there would be one less.

I peered into the tunnel below, and began to gather my magic. I pushed at the walls, the ceiling, anything I could reach. It was difficult, especially while trying to simultaneously keep my light going. The thing in the tunnel began wailing again; it knew what I was doing. Just as I felt my strength about to go out, the tunnel began to groan, and then it collapsed in a spectacular shower of rock and dust. The entire side of the apartment gave way with it, and I leaped backwards just in time to avoid being crushed. Luckily Ethersong's apartment had been on the outside wall, else I would have worried for the lives of other ponies in the building. I doubted I had killed the creature; something that nightmarish would not be slain so easily. At best I had delayed it while it looked for another exit. I had bought myself some time, but time for what? What could I do in the face of such cosmic horror? How could I face a being such as Lyra Hoofstep, who commanded the loyalty of maddening creatures of darkness and monstrous pipers of the void, and who served the one known as Azathoth? They would never stop hunting me, and so it was I decided to return to Ponyville, to write these memoirs, and ensure that those more qualified were prepared to face this threat. I could not have know then that it would not be so easy.

Chapter Five

A Shadow Over Ponyville

Chapter Five

Had I simply followed my instinct to go directly to Ponyville, much time could have been saved, and much trouble avoided. But I decided that, while still in Canterlot, it would behoove me to pay a visit to the Princess and warn her in person of the things I had learned. Some things I still did not know. Was Lyra Hoofstep the being known as Nyarlathotep, or merely one of his servants? Why did she need the notes of Ethersong to complete her work, when she clearly had powerful connections and magics? Why had Heartstrings imprisoned me in the tunnels beneath the Ethersong apartments, rather than kill me outright? The gaps in my knowledge irked me, though I knew my sanity would be better served by keeping them unfilled. I would simply have to make an incomplete report to Princess Celestia.

It was dark as I galloped through the Canterlot streets, though whether this was the same night I had seen upon entering Ethersong's apartment or another entirely, I had no clue. The first sign of something amiss was the ease with which I approached the castle. There appeared to be no guards on duty, and the grounds were empty of all activity. The entry hall was likewise empty, and most worrying was the fact that the grand double doors were thrown wide open. I entered cautiously, and the light filtering through the stained glass windows, tinged by my fear, took on a sinister quality. The shadows danced with rainbow colors, and in the corners where the light did not penetrate I envisioned a single, flaming eye, like that of the creature from the tunnels. I picked up my pace, drawn by some unknown destiny towards the throne room. Like the entry to the castle, the large doors that opened on the Princess' throne room were open. As I neared, the sound of echoing voices reached me. I stopped just outside the room, and peering around the corner I could make out the flowing mane and brilliant white coat of my mentor, Princess Celestia. She stood upon the lower steps of the dais that led to her throne, and before her was a pony I had not expected to see, Lyra Hoofstep herself. All around were the bodies of the royal guard, in varying states of mutilation. I will not describe their wounds to you Spike, but know they were beyond anything capable of being inflicted by a normal pony. I do not know whether to bless or curse the fact that, between the shadows and the condition of the bodies, I could not tell whether my brother was among them. Knowing him, he would have been the first to fight...and the first to fall.

It is alright Spike, I'm not crying. I can continue the tale. It is almost over, anyway. Now I will relate to you the conversation held between Hoofstep and Celestia, as best I can remember it, starting with the faint echoes I heard as I neared the throne room doors.

“...who...you be?” Said the first voice, which I recognized as that of Celestia.

“...never met...know you...” This second voice would therefore belong to Hoofstep. It echoed more loudly than Celestia's, and an undertone could be heard, a dark voice barely constrained by the veil adopted by Lyra Hoofstep.

“You have...guards...do you...are you here?” said Celestia, and at this point I reached the doors. I dared not enter the room, not yet, but my position just outside allowed me to hear everything with relative clarity.

“I bring you an offer, sun princess,” said Hoofstep, “one you would be wise to accept.” Celestia snorted loudly in response.

“After what you have done here, what offer could you make that I would accept?” There was a pause, and then a rolling laugh from Hoofstep.

“Do you refer to these bodies? Sacks of meat and fragile life. I know you are not on the same level as I am, Princess, but how can one so far above the mortal flesh harbor such sentiments? Do you also take cares to avoid trampling the ants?” Hoofstep laughed again. I risked a glance around the doors, and noted the annoyed stamp of Celestia's hoof.

“You think you are above me? You are nothing more than a murderer! I will end you right here and now!” Hoofstep's laughter ended abruptly, and I saw Celestia begin to charge, her horn aglow. I silently cheered her on, but when Celestia reached the point where Hoofstep had been standing moments ago, she touched only empty air. Startled, both she and I looked about for Hoofstep. I saw her just before the Princess did, sitting upon the throne, a condescending grin on her face.

“Look at your guards, dear Celestia.” Hoofstep swept a hoof around the room to indicate the scene of carnage. “You could kill me in this form, I will grant you that. You wouldn't survive the ordeal, however, and it is in both our interests that you live.” Celestia snorted again and took a few steps towards the throne, her horn still glowing with arcane power.

“What is your offer, then?”

“You give me Twilight Sparkle, and I will allow you to continue ruling.” I nearly gasped, but managed to restrain myself. At this point, the Princess had her back turned to me, and I could not discern her face. Her horn slowly dimmed, and she stood silent for a time.

At last, Celestia said, “What do you want with Twilight?” Her voice seemed even, but I knew my mentor. I had grown up under her tutelage, and never before had I heard such conflict in her tone. Hoofstep delighted in Celestia's torment, and the thing that was not a pony grinned more maliciously.

“She is one of the Elements, yes? The spark, the leader, the focus of it all. The Elements of Harmony are dangerous, as I learned when you and your sister used them to defeat my most powerful avatar. I believe you call him Discord.” Celestia's head snapped up.

“Discord was your doing?” She stamped her hoof again, and I could feel her preparing her magic again. From her perch upon the throne, Hoofstep frowned at the Princess.

“Indeed he was, and you ruined my plans, not to mention my fun, by disposing of him.” Hoofstep smirked and said, “Which is why I had to punish you, of course. Corrupting your sister almost made up for losing Discord.” Celestia whinnied in rage, and her horn burst forth with power. Tendrils of light, radiating in all the colors of the dawn, reached out towards the thing on the throne. Hoofstep stood her ground, and as the beams of light neared, they dissipated, seemingly absorbed by the air. Seeing her attack completely blocked, Celestia calmed, and her horn lost it's brilliance again. Lyra Hoofstep growled.

“Congratulations. That almost killed me. I invested much power in Discord, and almost as much in corrupting your sister. It is why I have been...absent these last thousand years. I only returned decades ago, and since you thwarted my attempts at direct mayhem through Discord, I decided to take a more cautious approach. I chose this avatar to blend in for that purpose, and-”

“Enough! Why do you do this?” Celestia interrupted, and Hoofstep laughed.

“I am who I am. I do what I do. I am the crawling chaos, the soul and messenger of the Outer Gods. Do I need another reason?”

“And if I give Twilight Sparkle to you,” the Princess said, “that negates the Elements and frees you to do as you please. In return you will spare me.”

“Exactly, my little pony princess. Your sister also, and the two of you may continue to rule Equestria in your divine benevolence, making the world a better place for all ponies. I had a marvelous trap prepared for your pupil, and she fell for every step. That is, until I underestimated her magic and she escaped me. I know she will come to you, and when she does, you will give her to me.” Hoofstep descended from the throne, slowly, every step expressing arrogance. She continued on past Celestia, who turned to follow her progress, but took no further action.

“In fact,” Hoofstep said, “she is here already.” My breath froze. Hoofstep continued towards the doors of the throne room, and with each step her oppressive aura weighed more heavily upon me. I gathered what courage I had left and stepped out to face the monster in the guise of a pony. Before I could make my final peace with the world, I heard Celestia shout. I looked away from Hoofstep to see the Princess galloping towards us. She tackled the abomination, who screeched in a voice that could not have come from the throat of any pony, and I saw the Princess' horn glow again as she cast another spell. Her light enveloped me, and I felt myself being pulled away from the scene. In the final moments before the Princess' spell took me completely, I saw my beloved mentor rearing for combat, facing Lyra Hoofstep as the shadows of the room grew thicker and demonic images danced in the darkness.

“Goodbye Twilight,” Celestia said, and then I was gone.

Chapter Six

A Shadow Over Ponyville

Chapter Six

As the spell deposited me just outside Ponyville, I had already made plans to return directly to Canterlot with my friends and retrieve the Elements of Harmony. Hoofstep had expressed fear of them, and they appeared to be the only weapons capable of stopping her. I wondered why she had not attempted to steal them before, and I realized that of course she had. Was that not the first thing Discord had done upon his release? And Hoofstep had revealed Discord to be a part of her, a part of Nyarlathotep. He had failed in the end, and Celestia and Luna had redoubled their efforts to guard the Elements, but now...

I fought back my tears. Celestia was likely dead. Luna would not be able to protect the Elements on her own, and even if my mentor had slain the Hoofstep avatar, another would surely come to finish it's work. There was no hope to be found in seeking out the Elements. I fell back on my original plan, the one I had concocted upon escaping Hoofstep's trap. I would create a log of my experiences, so that the world could be warned of the danger it faced. I had no doubt most would dismiss my story as the ravings of a madmare, but if even one pony listened, perhaps they could make a difference. Better yet, if the dragons could be convinced, then our world might stand a chance. That is why I want you to take these memoirs to the dragons first, Spike. They are like Hoofstep, beings of mystery and unfathomable power, but from what I know of them they are still a part of this world. I do not think they would wish to see it destroyed any more than we would.

It was then I remembered the creature in the tunnels, that haunter of the darkness. It would find it's way out sometime, and it would come for me. I knew this in my soul. I galloped for home, and the beauty of the night and the stars above, the gentle wind against my coat, the fragrance of the night flowers, all served to remind me of what we had to lose. I arrived at my home and entered without hesitation. I had no reason to suspect my own house had been invaded, yet such was the case, for when I climbed the stairs to my bedroom, I found the bed occupied, by none other than Twilight Sparkle. My frantic dash up the steps had woken her, and Spike as well. As the sleepy dragon looked on in wonder, I attacked my doppelganger, and she rose to meet my assault. We went round the room, stomping and bucking, trashing the furniture and decor. An opening presented itself, and I took the chance to blast the changeling away with my magic. She collided with the wall and slumped to the floor, dazed. I calmed the frantic Spike, and between my words and my use of magic, he became convinced I was the real Twilight Sparkle. He told me how this impostor had returned in my place the day after I had left for Canterlot, and the way she had insinuated herself into my role with ease. Nopony had even suspected it was not the real Twilight. Who then was behind the illusion?

“Who are you?” I asked her, using my magic to keep her restrained. I was tired, so tired from what I had been through, and I would not be able to hold her for long. The impostor looked at me in a way I did not expect, for there was regret in her eyes.

“I'm so sorry, Twilight! I didn't want it this way, I promise!” Her eyes watered and tears trickled down her face, and at the same time a change came over her. The illusion was dispelled, and where a second Twilight Sparkle had been laying, there was now Lyra Hearstrings. “She promised me, Twilight. To bring back Bon-Bon...with the music, I could do it.” I softened, and knew that Heartstrings had merely been a pawn like Ethersong.

“She promised to teach you how,” I said, gently, “if you helped her capture me. Then you would take my place so nopony would notice my absence. I suppose that explains the way you warmed up to me after Bon-Bon disappeared. You had to learn about my friends and I to play your part convincingly.”

Heartstrings sniffled, and whispered, “I'm sorry, I only wanted-” Lyra's confession was interrupted, as the air around her began to ripple. As she shifted in confusion, her mane fell aside and revealed a mark upon her forehead. She had been branded with the same symbol that had marked Lyra Hoofstep, and the pattern now glowed with eldritch light. The ripples in the air quickened, and in the folds of those waves I could perceive distant vistas, warped columns upon a featureless plain, a black temple on a high plateau, and then the images were flashing by too fast for any one scene to catch my eye. Whispers filled my head, mad laughter and droning pipes.

“Wait for me, my little pony,” a voice called from the void, filling my head with it's malevolence, “I have many shapes and many names. I await our meeting...eagerly.” I shuddered, and the worming voice finally left me. It's business was not done, however.

“He's taking me!” Lyra Heartstrings screamed, “His plans, ruined, he'll punish me for it...oh Celestia, don't let him take me Twilight!” I reached out for Lyra, but just before our hoofs met, the ripples closed around her and then vanished as quickly as they had appeared. Heartstrings was gone. She had given herself to a demon, and he had claimed what was his by rights. Soon he will send the one with the flaming eye for me, the creature from the tunnels. Others may come as well. He has many shapes and many names. I have little hope for the world. This message is but a dim light, flung desperately into the future. I will not let them take me back to that prison underground, to be tortured and examined. Like Heartstrings. Perhaps even Bon-Bon. Find me a rope, Spike. No, do not try to stop me. I have made my decision. The world depends on you now, my loyal assistant. Farewell, and if you lose faith, know that I am grateful for all you've done, and so very proud. You are the son I never had. I love you, Spike.