Something Wicked This Way Moves

by Mr. Grimm

Rating: teen
Tags: Dark, Crossover, Main 6, My Little Pony: Friendship is Magic
Length: 8105

A mysterious carnival comes to Ponyville, bringing with it a strange evil.

A carnival comes to Ponyville, much to the delight of its citizens. And of all Ponies, it's Twilight who yearns to go there the most. But she soon discovers that there is something horribly wrong, something that lurks behind the sideshows and the colorful tents. Something that has the power to bring one's deepest, darkest desires to life, but at a terrible price...

Published 2012-04-17 04:04:00 UTC
Last updated 2012-06-18 15:26:59 UTC

The Arrival

It was three o’clock in the morning when a long, piercing shriek echoed through the Everfree forest. The bloodcurdling noise cut through the tranquility of the cold darkness like a jagged knife. A pillar of smoke could be seen above the barren treetops. It billowed out into the sky, carrying small, glowing cinders along with it. They wafted up to look like miniature stars above the branches before fading into nothing. But they were constantly being replenished as the trail of smoke continued towards the little town. A distinct rumbling reminiscent of a racing heartbeat could be heard from the edge of the forest. It seemed as though some huge, terrible animal was coming from the depths of the wilderness, belching smoke with every breath. Another shriek sounded off as an enormous black machine came snaking out into the open meadow at the forest’s edge. The huge serpent chugged along the rails, its wheels screaming and sparking with every turn. Now could be heard a distinct calliope melody playing as the great engine neared the town. The music seemed jovial and carefree, but there was something wrong with it. There was something between each note, something that seemed off.

The engine came barreling into town, but not a soul awakened. The metal creature’s pulse began to slow down as it approached, and continued to fade as though it were dying. It hissed and creaked violently as though protesting, but it obeyed its command. The engine finally came to a shrieking halt just outside the train yard. Dust and debris flew from the sides of the tracks as it released steam from its pistons. Almost immediately after the behemoth had stopped, the sides of the cars flew open. Dark, shadowy figures began to emerge, each one carrying something. Some carried the enormous black bones of a tent, while others stretched out its membranous skin. Still more beings poured out of the massive vehicle, carrying bits and pieces into the clearing outside of town.

An enormous shape hovered in the sky above the shadows like a silent sentinel. The moonlight shone off of its moss-green skin as it drifted over the workers. A line suddenly dropped from the basket that swayed beneath the sphere of its body. Someone ran out to tie it off to something. The thing in the sky suddenly hissed as it slowly rose upwards. At the same time, something on the ground began to erect itself. The great canvas sheets rustled and shuddered; massive posts creaked and groaned. The sharp sound of stakes being driven into the earth was intermingled with the stretching of frayed ropes. The mass of cloth, rope, and wood was slowly becoming a dark and cavernous tent. Yet all of this commotion still did not cause a stirring within the town.

Twilight Sparkle awoke, and realized just how cold she really was. She looked up at the ceiling and exhaled, sending a small icy cloud into the crisp autumn air. The unicorn sat up and shivered. Immediately she glanced over to the window. As she had expected, it was wide open. Twilight remembered opening it the other day when she had been organizing her room. She wasn’t angry at herself for forgetting to close it. She had been busy lately on account of the Nightmare Night festival, which was a few days away. The mare slowly began to get out of bed. The chilly air sent a shock through her as she pulled herself from the blanket. Rather than face the cold alone, Twilight wrapped the blanket around herself and started for the window.

She paused just as she was about to close it. She smiled at the sunrise, knowing that it would soon bring warmth. The golden orb was slowly rising over the treetops of the Everfree forest. Light poured over the bare branches, turning them into gold. Twilight reached out to close the window, but just as she touched the glass she stopped. There was a peculiar smell wafting in from outside. It was a sweet smell; heavily laden with sugar, so strong that she could almost taste it. Cotton Candy.

Twilight’s first thought was that it came from Sugar-cube Corners. She knew they had been busy making extra candy for Nightmare Night. The mare craned her head out the window to look at the bakery. Something near the edge of the forest caught her eye before she had a chance to find it. The sun had risen higher now, revealing the small tents that had appeared on the edge of Ponyville. Twilight gazed upon them with curiosity. Pathway roads lead through a small village of canvas houses and wooden booth huts. A huge iron wheel towered above the tiny town. The unicorn knew at once that it was a carnival. Even now she heard the calliope as its melody played in the distance.

Twilight was drawn back to a distant memory of her childhood, when her parents had taken her to the carnival. Even though it had been many years ago, she still remembered the experience with vivid detail, the strongest of which were the joyful sensations she felt. Whenever she recalled the carnival she still felt that electrifying tingle of her first ride on the carrousel, seated between her parents as the ride spun around and around; the feel of giddy butterflies fluttering in her stomach from her ride on the tilt-a-whirl. The air smelled of delicious food; cotton candy, funnel cakes, all manner of candy, and, Twilight’s favorite, popcorn. She remembered watching it cook in the vender’s cart, the kernels jumping up and transforming as if by magic.

Twilight smiled, but there was something bittersweet about the expression. She would never know that feeling of being a child at a carnival again. She had grown up long ago, perhaps sooner than she should have. Every once in a great while Twilight longed for those short, sweet years of her childhood. And yet, when she was little she couldn’t wait to grow up. Such was the way the world was, she supposed. The mare reached out and pulled the window down. It thudded softly as it hit the wooden sill. Before leaving the window, Twilight gave the carnival one last wistful look.

Pinkie Pie’s head popped out of her bedroom window, her nostrils taking in the scent of all manner of sugary goodies. The mare’s eyes were wide and giddy, unlike most of the population who were now just crawling from bed. Pinkie had been awake for some time now, but had only just now noticed the smell of cotton candy and licorice in the air. Pinkie was exceptionally talented in recognizing such aromas, and knew what they meant. They meant the carnival was in town. And where carnivals were, fun was sure to follow. The mare could barely contain her excitement as she disappeared back inside her room, only to reemerge from the Bakery moments later. Using her nose she began to follow the scent to its source, already fantasizing of all the fun she was going to have. Towering Ferris wheels, beautiful merry-go-rounds, extravagant magic shows, and the ever-enchanting tilt-a-whirl, which Pinkie could never ride enough times. And then there was the food, which Pinkie absolutely adored. If she had the choice, she would live off of carnival fare.

The mare was so engrossed in her wild expectations that she didn’t see the stallion before her. Her skull made a hollow clunk as it collided with his side, and Pinkie felt as though she had crashed into a brick wall. She sat down to collect herself, and looked up just in time to see a massive pony flash his electric blue eyes at her. He was all muscle and gristle beneath his brown, weathered hide, and his thick mane was the dark red of burned rust. A bristly mustache of the same color sprouted from his muzzle, and to Pinkie it looked like an oversized caterpillar. The pony’s face bore a monotonous stony glare. In contrast, the young mare gazed up at the stallion with an enthusiastic grin on her face. Because she did not recognize him, Pinkie knew right away that he must have worked for the carnival.

“Hi!” she cried joyfully as she leapt up to her hooves, “I’m Pinkie Pie!” There was a long pause as she waited for the stallion to reply. His eyes narrowed as he gave her a sideways glance, as if he were not sure what to make of her. Finally he broke the cold silence with a surprisingly quiet voice.

“Good morning.”

“You’re from the carnival, aren’t you?” Pinkie asked fervently, “I can tell there’s a carnival in town because I can smell all the wonderful smells it has, and also because I know everyone in Ponyville, and I don’t know you, so that means you must be new!” The stallion took a step back and grunted.

“Watch where you’re going next time.” Before Pinkie could reply, the pony turned around and began to shuffle away.

“Hey, wait!” she cried. But she never went after him, because at that moment she saw a poster on the wall of the post office, pasted over a quilt of older, much smaller flyers. It was a rectangular patch of midnight in the midst of the colorful menagerie of papers, with large, fanciful crimson letters.

J. C. Cooger and G. M. Dark’s Pandemonium Shadow Show!

Witness wonders from all four corners of the world!

Lay eyes upon the mysterious Nag Witch!

Watch the raising of the Monster Montgolfier!

Come see the miracle of nature, the Two-headed Unicorn!

Feast your eyes on the most beautiful dress in the world!

See for yourself the oddity known as the Chickengriff!

Listen to the tune of the Marionette Mare!

The list went on, but Pinkie had stopped reading. The mare had never heard of most of these things, which exited her greatly. Pinkie had absolutely no idea what a Montgolfier was, but was determined to find out.

Cooger and Dark

Twilight leafed through the pile of papers on her desk, searching for a list of calculations she’d made regarding the Nightmare Night festival. Despite her unusual start to the morning, things had pretty much gone the way they would have any other day. She had breakfast with Spike, tidied up her desk from last night’s work, and had started where she left off. But there was something different. Every now and then the unicorn would glance up from her work and look at the window. With each peek she felt more and more like a child confined to a classroom during recess. Twilight had never felt this way before, even when she had been in school. She would have rather stayed inside and read anyway.

Twilight looked down at the list she had finally found. The various costs of the festival looked back at her. The mare gave the document an unhappy frown. For the first time since she could remember, the sight of unfinished math problems didn’t bring her motivation. Twilight normally couldn’t stand to see math problems half done. The unicorn gave a loud sigh. She knew why she couldn’t concentrate. Again she glanced at the window. Even from her desk in the corner of her room she could hear voices in the street below. Laughter and banter came from around the corner and passed in front of her house, then disappeared again as it traveled further down the street. Twilight knew where it was headed, and badly wanted to join in. But responsibility always came first for the unicorn. Never before had she been able to rest knowing that there was some task yet to be fulfilled, right until this very moment.

It was at this moment that someone knocked on the door, liberating Twilight from her desk. She rushed a little too quickly down the stairwell to answer, nearly tripping over the last step. The unicorn came to a stop right before the door, and pulled it open. She was greeted by six twinkling eyes looking up at her. They belonged to none other than the Cutie-Mark Crusaders, who all wore hopeful smiles on their faces. Behind them stood Rarity, wearing an equally hopeful look.

“Good morning, Twilight,” the unicorn said.

“Hi Twilight!” the crusaders added in unison. Twilight gave the three fillies a warm smile.

“Good morning,” she said before directing her attention to Rarity, “Hello Rarity. What’s up?”

“Well,” came the sheepish reply, “I’m very sorry to bother you, but Sweetie Belle and her little friends want to go to the carnival. I was wondering…well… I’m very busy at the moment with finishing the banners for the festival.” As Rarity spoke, Twilight felt her heart flutter with joy. She knew what was coming next.

“You want me to take them to the carnival?” Twilight asked, trying to hide the excitement in her voice.

“Well yes,” admitted Rarity, “I would really appreciate it. But only if you’re all done with your work.”

“I finished it this morning.”

“Really? Well then, that’s splendid.” Rarity looked down at her sister and her friends. “I would like all of you to behave for Twilight today. Please don’t cause a ruckus.” Sweetie Belle sighed and rolled her eyes.

“Okay, okay. We’re not foals, you know.” Rarity turned back to Twilight.

“Thank you, Twilight. You’re a darling. I’ll see if I can come by later to take them off your hooves. Tata.” The white mare trotted off down the street, leaving Twilight with a giddy grin on her face. But her joy was tempered by the inescapable knowledge that she had blatantly lied. She was not done with her work as she had said. Even now she was beginning to feel a twinge of regret. But at the moment it had been so easy; the temptation too overwhelming. The mare looked down at the three fillies, and her inner turmoil was suppressed. They bore smiles wrought from the anticipation found only in children. It was a sin to disappoint such eager faces.

“Well then,” she said with a smile of her own, “Let’s get going.”

“Ain’t Spike coming with us?” asked Applebloom.

“He’s already there,” replied Twilight as she closed the door behind her, “I gave him the day off.”

“Well why didn’t you give yourself the day off?” asked Sweetie Belle.

“Because I was finishing my work for the festival.” Again, Twilight felt the knife of guilt twist itself in her back. She glanced back nervously at her home. Doubt and uncertainy clouded her mind. Why had she lied? Twilight looked over at the Cutie Mark Crusaders, who were quietly giggling amongst themselves about what they would do at the carnival. Twilight reassured herself that she had lied for their sake. She had been asked by a good friend to take her little sister and her friends to the carnival for her. It was only coincidence that she had also wanted to go. That had to be the reason. If Rarity hadn’t of asked her, she would never had abandoned her work.

At last they came to the meadow. As she laid eyes upon the carnival, Twilight’s inner conflict seemed to extinguish itself. Even from a distance she felt drawn to the red and yellow tents that lay beneath the clear autumn sky. The unmistakable sound of laughter and cheering came from the crowds that clustered around the various attractions. The smell of cotton candy was almost intoxicating now. Twilight was so enthralled by the sight that she barely even remembered the upcoming festival. As they came closer, the unicorn saw everything in finer detail. With each step her grin became larger; her eyes shone brighter. It was as though her memories had once again become reality. She drank in the air with her nostrils, reveling in its sweet flavors. The calliope music drifted in the air above, its waltzing notes carried on the breeze so it was heard throughout the carnival grounds. Folks were gathered around watching performers eat fire and swallow swords, while others were in lines waiting for admission into one of the many tents, or a turn on the Ferris wheel or some other ride. Balloons were tied to the wrists of young ponies, and the brightly colored orbs hovered in the air above their owners like watchful guardians.

“I wanna go on the tilt-a-whirl!” Scootaloo’s voice suddenly broke Twilight from her thoughts. She looked over at the Pegasus, who was craning her neck and scanning the carnival for the ride.

“Hold up,” Applebloom interjected, “I though we were gonna go get our fortunes told.”

“No, we were gonna go see the Montegolfier!” interrupted Sweetie Belle. Before they could even start a proper argument, Twilight jumped in.

“Hold on girls. Rarity left you in my charge, So I’ll decide what we’ll be doing.” This statement drew a disappointed groan from the Cutie Mark Crusaders. The unicorn gave them a reassuring smile. “Don’t worry, we’ll get to see everything. We’ll just have to pace ourselves.” The fillies’s faces brightened a little. “Okay then, I’ll pick first. Let’s go…” Twilight’s voice trailed off as she looked around the grounds. There was so much to choose from. The carnival seemed to have everything imaginable. But Twilight drew from her own memories and experiences, and finally made her decision.

“Let’s go take a ride on the carousel,” she said.

“But I…” Twilight turned around to see Scootaloo quickly closing her mouth.

“We’ll get to the tilt-a-whirl. We have all day.” Scootaloo gave her a sullen look, but seemed compliant. Twilight smiled as she turned back to lead them through the crowds. She scanned the carnival and took note of where everything was as she looked for the carousel. She couldn’t help but notice the age of the place. The tents were motheaten and patched, and were badly faded, looking like the weathered hides of a herd of enormous creatures. The ropes that supported the tent were frayed and mildewed, and the wooden booths were made of sun beaten wood. But it was only noticeable to the analytic eyes of Twilight. She knew that some carnivals were generations old, kept alive by the descendents of the original owners.

“There it is!” Twilight looked back to see Applebloom point a hoof at a colorful merry-go-round that lay amid a cluster of tents. Twilight felt euphoric as she laid eyes on it. Her smile turned into a grin again as she started for the carousel. She could see the wooden saddles affixed to the brass poles, each one carved and painted in a different style. As they came closer she could see the whole ride was brightly colored and ornately decorated with a multitude of gold-trimmed grooves. Never before had Twilight seen anything like it. It was old, but it was beautiful. As the unicorn drew nearer, she immediately knew which saddle would be hers. It was painted a bright sun yellow, and trimmed with evenly spaced blue gems. They had to be glass of course, but they shone just as magnificently as real sapphires. Twilight could hardly wait as she and the three fillies climbed onboard the platform. At that moment, a huge form rose from within the center of the machine.

“Get off!” snarled a massive stallion. Twilight felt herself lock up as she looked at the huge pony, with his fiery blue eyes and rust red mane. Beneath a thick mustache he sneered at the four ponies with strong, yellowed teeth that looked powerful enough to bite through steel. It was as though she had been thrown into water; the spell of the carousel was broken. For a spit second, Twilight forgot who she was and why she was there. She opened her mouth to apologize, but could find no words.

“Pardon me, madam,” came a voice as cool and clear as an autumn night. Twilight looked to see a tall unicorn appear from behind the center of the carousel. Looking upon him threw Twilight into a stupor. Covering his ebon hide was an impossible number of monsters; dragons, chimeras, and all manner of fantastic creatures, intermingled with mundane but eerie animals. The stallion began to weave in-between the saddles toward Twilight. As his sinewy muscles flexed, so did the numerous beasts crowding his skin. Snakes and eels writhed, bats flapped membranous wings, and dragons snapped their toothy jaws as the unicorn loped up to her. He was a living, breathing tapestry, and it was only when he stopped in front of her that Twilight looked up at his face, the only part of his body that wasn’t adorned with inked images. It was a long, hollow face, and his muzzle bore a small pointed beard and a well-kept mustache. His mane was as black as midnight, and seemed to pour out of his neck. Atop his head was a tall silk hat, and protruding from his brow was a long horn that shone as though it were made of jet. His eyes flashed a pale amber yellow the moment Twilight looked into them, but a second later they were a pale green.

“G…Hello,” mumbled the befuddled mare as she tried to hide her blushing cheeks. The newcomer smiled, which somehow made her feel even worse. He turned to the angry stallion, who had a deathstare locked onto the Cutie Mark Crusaders. They looked back at the redheaded brute with the terrified eyes of a mouse.

“It’s alright, Mr. Cooger,” the unicorn said in his fluid voice, “I’ll handle this.” The fire-haired stallion grunted and disappeared back into the machine. The tattooed unicorn looked back at Twilight. “I’m sorry, madam, but I’m afraid our carousel is closed for repairs.” The moment the words left his mouth, Twilight felt extraordinarily dull. Already the episode was playing over in her mind. She should have known when there was no line; she should have known when she saw the carousel devoid of riders. But despite seeing all the mistakes she had made, Twilight couldn’t remember why she hadn’t noticed them before. It was as though she was in a dream. Now that she thought about it, the whole day had seemed like a dream. She hadn’t been acting at all like herself today, and it was beginning to frighten her.

“I’m…so sorry,” she began, “I didn’t know that…” Her voice trailed off for a moment as she searched for the right words. Before she could find them she heard the Cutie Mark Crusaders speak from behind her.

“Wow!” exclaimed Scootaloo as she looked at the illustrious unicorn, “It’s the tattooed stallion!”

“No it’s not,” said Sweetie Belle, “It’s the Illustrated stallion. There’s a difference.” The colorful unicorn gave them a fatherly smile.

“Very clever,” he said, “Now then, I suppose you three wanted a ride on the carousel?”

“Well, Twilight was the one who picked it,” Applebloom said as she looked over at the purple mare. Again, Twilight felt her face burn with embarrassment as she slid off of the saddle. All she could manage to give the unicorn was a sheepish grin. The illustrated unicorn did not seem at all concerned with her predicament.

“The name is Dark.”

“Like, as in Cooger and Dark?” asked Scootaloo as her eyes went wide, “You own the carnival?”

“Half of it,” came the reply, “The other half belongs to Mr. Cooger, here. Please forgive him if he frightened you, he’s rather protective of the carousel.” Dark’s eyes suddenly lit up. “Speaking of which, I believe I have something for you.” He suddenly produced four little cards, and offered them to the ponies. “Four free tickets to Dark’s Sideshow Display of Discovery. Think of it as consolation.” Twilight took a ticket from the unicorn and turned it over in her hoof.

“Well, uh, Thank you,” she said at last, “I’m sure it’ll be fun.” Dark gave her an ivory-toothed grin.

“Don’t mention it. It’s the least I can do.”

The Sideshow

Twilight walked through the crowds with the Cutie Mark Crusaders in tow, craning her neck to find their destination. At last she saw what she was looking for. A large sign was propped up near an enormous threadbare tent. The warped billboard bore large fanciful letters that had once been vibrantly colored, but the paint had long ago faded and chipped. Still, its message was clear: Dark’s Sideshow Display of Discovery. Twilight spotted a strange-looking earth pony near the entrance, manning a wooden booth that looked just as rundown as the rest of the tent. The unicorn trotted over to the creature, who grinned out at the world with a set of crooked teeth. It was only now that she saw why he had looked odd from a distance; he was a dwarf. The little creature gazed at Twilight from atop a rickety crate.

“Excuse me, sir, I have four tickets to see the sideshow.” The dwarf gave a muffled giggle as he reached out for the tickets. His clammy hoof brushed against Twilight’s own as he snatched them up.

“Goin’ to see the show, eh? Hope you enjoy it.” He suddenly leapt down from the box. When he failed to return, Twilight looked at the opening to the tent. She took a deep breath and entered.

The world became dark as Twilight walked beneath the fringed opening of the tent. The smell of the sawdust floor and mildewed canvas created an unpleasant odor that entered her nose, but it was weak enough for her to bare. The dim lighting of the tent allowed her to see a crowded line of ponies that were gathered around the attraction within. The beam of a spotlight shone down from the center pole at the lone pony that stood on the small wooden platform. Twilight heard the three fillies before her gasp in fright. She followed their wide eyes to the thing on the stage, and forced herself not to scream.

In all of her life, Twilight had never seen a pony so utterly hideous as the one before her. Her blue skin was horribly shriveled and blotched, and was stretched tight across a mess of crooked bones. Each wheezing breath made the nag’s whole body shudder. The ragged remains of a cape were tied around her neck, and a ruined hat sat atop her skull, its brim drooping like the petals of a long-dead flower. It was a wonder how she managed to stand on her cracked, overgrown hooves. A crop of stringy gray hair grew from her dry, flaking scalp, and hung down in her horrific face. Her lips were missing, and her yellowed teeth were forcefully exposed in a macabre grin. Twilight was shocked and appalled by the miserable creature as a whole, but what really terrified her was the eyes.

Beneath two cloudy films, the creature had magenta eyes. But they were not blind. Twilight could see that they were the eyes of an alert, thinking being, that looked out at the horrified crowd. Twilight could see something in those eyes that frightened her. They seemed to convey all the emotion that the creature’s decrepit face couldn’t. They looked from person to person in an almost frantic motion, as though searching for something. Twilight moved behind the crowd, fearing that they were looking for her. She had no rational reason to believe this, but there was something in the nag’s gaze that frightened her to no end. But her efforts to hide were in vain.

Twilight felt the piercing eyes of the creature before she saw it looking at her. She turned around to face it. The mare’s body became as cold as ice as their eyes met. Gazing into them was like looking into two never-ending pits of misery, in which Twilight could see into the very soul of the creature itself. The clouded orbs were filled with anguish and pain, not only of body, but of mind as well. The nag was a prisoner in her own body.

Yet through all of this, what chilled Twilight the most was that the creature seemed familiar. She felt she had seen it before somewhere, somehow. What it was that made it familiar? Twilight forced herself to give it a closer look. But as hard as she tried, she could find nothing. But it became apparent the case was not the same for the nag. Twilight could see the frantic eyes light up with recognition as they looked upon her. The unicorn withheld her horror as the nag began to move in her direction, her ancient joints creaking and groaning. Slowly her jaws opened to reveal the dry, discolored mouth within. Her body heaved as it took in a slow breath.

The noise that came next was a horrid sound that repulsed all who heard it. The only thing it could be compared to was a cat trying to vomit, but the vomit wouldn’t come. It sounded off over and over again, and with each painful rasp a small shower of saliva would land on the stage before the creature. The audience sneered in disgust, and somewhere Twilight heard a filly crying. But her eyes were still focused on the nag as the wretched thing continued its pitiful hissing. Twilight wanted to turn and flee right there, but she looked back to see the narrow opening was now crowded with fresh visitors. She had no choice to continue on, the Cutie Mark Crusaders huddled behind her.

They managed to leave the Nag Witch behind, now moving towards another small stage in the tent. The spectators surrounding it were much quieter than those who had been observing the witch, but they held the same unbelievable look. Twilight soon saw why. When she saw what they were gawking at, she gasped aloud. She didn’t know whether to call the thing a him or a they, and so decided on ‘it’.

It was tall, and while not nearly as emaciated as the Nag Witch, was thin to the point of sickliness. Indeed, the immediate impression Twilight drew from its appearance was that it was sick. Its translucent skin was the pale cream color of apple flesh, and a spider web of varicose could be seen beneath it. It had oily, red-and-white streaked hair. The eyes were a palled green, but unlike the Nag Witch they were frozen and blank. The glassy orbs stared dead ahead, half closed, not focused on anything other than breathing. Its breath came in ragged, uneven spasms. It wore a blue and white stripped vest on its torso, and two straw hats, one for each head.

It was a two-headed unicorn, at which Twilight could only stare in awe. She kept trying to find some evidence of fraud. She found none. The thing on the stage was genuine, not a stitched-together fake, not an illusion done with mirrors, not a pair of conjoined twins made up to look like a single being. It was real. This quickly became evident the longer Twilight stared at it. Both mouths remained half open at all time, sucking in huge gulps of stagnant air. Its distended chest pumped like a great bellows, in and out, in and out, trying to keep both the creature’s brains supplied with oxygen.

Again, Twilight took horror in the fact that this creature seemed familiar to her. But how could that be? Surely she would have remembered seeing something so bizarre. There was something recognizable about its double-faces, one of which bore a mustache. Yet the harder she looked at it, the more blurred and muddled her mind became, as though it were lost in fog. The unicorn shuddered as she pulled her gaze away from the two-headed creature. She wanted to get away, but was afraid to continue, worried for what would await her further into the tent.

As they made their way through the crowded darkness Twilight noticed a peculiar smell; a scent she recalled from Applejack’s barnyard. The air around them grew heavy with the harsh, foul vapor, emanating from the next cluster of ponies. Twilight and the fillies had to wait a moment before a family decided to move on to the next exhibit before they could see what everyone else could. When they saw it, they could hardly believe their eyes.

Unlike the previous stages, this one was bordered by chicken wire. Through the thin spider web of metal Twilight could see something covered in thick, matted plumage bent over and pecking at the stage. The feathers were a sickly mottled gray, pasted against one another by filth and grime into layers so thick and unwieldy that they seemed to hamper the creature’s movement as it slowly strutted around its enclosure. The back half was leonine, though it seemed sickly and shrunken compared to the rest of the body. The avian front half was supported by a pair of gaunt legs. It seemed there were only bones beneath the filmy, peeling scales. Each of its clawed toes scraped against the wooden stage as the creature walked, and occasionally it would pause and scratch in a single place for as many as five times with its long, curved talons.

The creature’s head suddenly rose up, revealing a dagger-like beak. Behind it sat two bulging golden eyes, wild and untamed. Adorning the top of its head was a fleshy, blood-red comb, which was lifelessly flopped over on its side. Twilight watched as the thing turned its head in sharp, mechanical motions, looking around with slit pupils. They never focused on anything. To Twilight they just appeared as the eyes of any other bird she’d seen. The creature suddenly darted forward with surprising speed, letting out a quiet warble. Twilight grew nervous as it came over to the corner from which she was watching it. Though it seemed to be no more than a large bird, she just couldn’t look at it without feeling uncomfortable.

The thing suddenly squawked as somebody threw a peanut onto the stage. Twilight’s heart skipped a beat as something exploded from the mass of feathers covering the creature, sending out a shower of dead feathers, moldering grain, particles of dirt, and tiny, writhing mites. The crowd gasped and took a step back to avoid being hit by the erupting filth. Twilight looked up to see the avian beast frantically flapping a pair of useless, stunted wings that protruded from its back. The creature shuddered, looking around with its wild eyes, and for the for the briefest moment they shed their animalistic quality to reveal to Twilight that there was a thinking, rational being inside, a being who was terrified.

But in a another moment it was gone, and the thing was just a panicking animal. It was only now that the unicorn truly understood what she had been feeling since she’d walked into the tent. There was some dark force underlying this place, beneath the whimsical exterior of the carnival, something that nobody else was aware of. She looked over at the other onlookers. None of them looked as she felt. Ponies of all ages gawked at the menagerie of wretches with no more than wrinkled noses or astounded eyes. There was nothing horrific about any the sideshow to them. They didn’t see the suffering as she did.

Twilight left the strange avian, now determined to get through the tent as quickly as possible. She navigated through the crowded tent, glancing back every second to make sure the Cutie Mark Crusaders were following her. They too looked every bit as eager to escape the bizarre horrors that were confined to the fabric enclosure. As they fled they passed by many other strange sights; each one as twisted, deformed, and miserable as the next. Twilight could feel them looking at her as she fled with an almost accusing gaze. She only looked once when she heard a peculiar tune being played, emanating from a cello being played by a bizarre gray mare with long black hair, her body propped up and moved by strings that disappeared up in the dark shadows above her head.

Twilight saw light pouring in from an opening ahead, and she felt her tense muscles relax slightly. Freedom. Freedom from all this madness. They were almost out. She looked back and smiled at the Cutie Mark Crusaders. They too saw the light ahead, behind the crowds of entranced ponies. Within a few minutes they would reach the outside world. The unicorn looked back toward the opening, now only a few steps away. Twilight let out a relieved sigh as she felt sunlight touch her face with its warm rays. The foul stench of the tent no longer clogged her nose. Twilight turned to speak with the fillies. Her blood froze when she saw they were absent, not because they were gone, but because she knew where they still had to be. She looked back at the tent of horrors and let out a small whimper. The thought of Sweetie Belle, Applebloom, and Scootaloo lost in that…place…was overbearing.

Though her own fear was strong, Twilight dove back into the tent, immersing herself in its strange, ominous atmosphere. Somehow the crowds seemed thicker than they had been only seconds ago. The air felt heavier, and the shadows cast by the spotlights seemed larger and distorted. The voices that had once been background noise had become an unbearable cacophony to the ears of Twilight. The unicorn tried moving forward, but with every step the crowd shifted, and someone would innocently block her path. The mare’s heart raced as she tried to crane her neck above the mob, but to no avail. Twilight must have looked over the crowd a hundred times, but she could not find the Cutie Mark Crusaders. Already she could hear Rarity weeping for her lost sister; feel the intense, resentful glare of Applejack.

The unicorn’s eyes began to water from the despairing thoughts. Her stomach tied itself in knots, and she suddenly stumbled as her knees almost gave out. This was her fault. If she had just stayed home and finished her work, maybe this wouldn’t have happened. But she had lied, and now three innocent fillies were paying the price for her, lost in a dark, crowded cavern of canvas. In desperation Twilight threw herself into the mass of ponies, forcing her way in-between them. The mare plowed forward, still searching the musty tent for the Cutie Mark Crusaders.

The crowd had grown impossibly thick, and Twilight could no longer tell which direction she was going. The exit was gone, and all she could hear was the constant drone of hundreds of ponies whispering to each other. The unicorn felt sick as she spun around and around, searching for the three fillies that had been with her only minutes ago. Suddenly a flash of orange showed itself from the crowd. Twilight stumbled on her hooves to lock on to it, fearful that it would disappear the moment she looked away. Twilight blocked out the crowd and focused on that single orange color that was nestled deep within. She started forward with renewed strength. The orange color grew closer, taking on the form of a small Pegasus. Beside it stood two other fillies, a unicorn and an earth pony. Twilight actually managed to smile in the dank confines of the tent as she grew closer. But it faded away when she saw what they were looking at.

Up on a stage was an old earth pony. Not as horrifically aged as the Nag Witch, but still old. Twilight’s attention was immediately drawn to the creature’s hip. It was bare, devoid of any marking whatsoever. The Cutie Mark Crusaders were gazing up at it with silent dread, their eyes wide and filled with fear. Twilight’s heart almost crumbled then and there. What stood before the them was every filly’s nightmare; something that Twilight had up until this very moment thought to be impossible.

“Girls…” somehow the Cutie Mark Crusaders heard their caretaker above the noise. They looked over at the mare with their frightened eyes, giving her a look that told Twilight everything.

“Twilight…”

“Yes Applebloom?”

“Can…can we get out of here?”

“Yes. Let’s go.”

The Mirror Maze

Spike took a bite of the mass of cotton candy he’d been gnawing at, thoroughly enjoying its sweet flavor. The dragon wandered the crowds, looking for his next source of amusement. There was so much to choose from that he had trouble deciding. He’d already taken a ride on the Ferris Wheel, and had just stopped to pick up something to quell his midday hunger. He wouldn’t have been so quick to get something to eat if the carnival had more rides. Spike was at first a little dismayed when he found that it wasn’t quite like the other carnivals Twilight had taken him to back in Canterlot. Those typically had more rides. But this particular carnival seemed much older, and therefore would not have such attractions. Yet it had a sort of grandeur that all the other carnivals Spike had been to lacked; a sort of faded elegance found among its patched tents and aged booths.

Spike’s eyes suddenly spotted a bright flash of light. His attention turned to see something glinting in the sunlight like an enormous gemstone. The dragon caught glimpses of its shining, faceted surface though the ever-shifting crowds. Spike was instantly drawn to it. He made his way around a multitude of ponies, all the while his eyes locked onto the glittering thing. At last he was able to see it in its entirety. It was a huge collection of mirrors, each the same size and connected to each other in a folding accordion style. They formed a rectangle of considerable size, and suspended on poles surrounding it was a massive canopy. In the mirrors Spike saw the faces of the crowd a thousand times over; an enormous congregation of replicas. The strange sight intrigued Spike, and the young dragon toddled closer to the magnificent glacier that had somehow sprung up on the meadow.

Spike was eventually able to find the entrance. It was on the west side of the rectangle, and was surrounded by a gaudy display of faceted mirrors that formed a crystal flower around the doorway. Standing nearby was a tall earth pony with a pockmarked face and a thinning mane, leaning on the counter of his booth and looking bored. Spike was initially surprised when he saw there wasn’t a line for this attraction. He had no idea what it was, but was determined to find out. The lone attendant eyed Spike with tired, bloodshot eyes as he saw the dragon walk over to him.

“Can I help you?”

“Yeah,” replied Spike, “What’s this?” The carny’s eyes followed Spike’s pointed claw to the wall of mirrors. He glanced back at the hatchling. Spike thought he saw an almost fearful look in his glassy eyes.

“That’s the mirror maze.”

“Is it any fun?” As Spike waited for his reply, the carny looked over into the crowds. He saw something tall and dark standing still among the bustling, watching him with yellow eyes.

“Yeah. Sure thing, kid. Five bits.” Spike pushed the money onto the counter. He turned to the entrance of the crystal palace. Though the outside shined with the brilliance of the sun, beyond the doorway it was a world of shadow; a dark void hungry for light. Spike felt strangely empowered as he looked into it. It was as though it stood ready to be conquered. The young dragon started forward into the darkness. The carny watched him enter with a melancholy look on his face.

Spike’s eyes adjusted almost instantly the moment he stepped inside. The world around him was suddenly filled with purple and green dragons, each one with the same curious look upon his face. Spike saw his reflections stretch on for eternity in the cool damp of the maze. In the first few seconds of being within the maze, Spike felt more confused than he had ever been before. There were so many other versions of himself that he almost wondered if one of them was the real Spike, and he was merely a reflection.

But he soon spotted the pattern in which they stood, at folded angles like an accordion just like the outside of the maze. Though he understood how it was arranged, trying to understand how they all captured his image made his head hurt. The dragon then realized the ingenuity of the mirror maze. Not only would he have to try and find his way out, but he would have to pay attention or else he couldn’t find which was path and which was reflection.

He started forward, then stopped, a look of bewilderment on his face. As he had walked, so did his reflections. Even his most minute movement caused a flurry of motion within the crystal cave. Now Spike was beginning to wonder if he had made the right decision. He looked into one of the many pairs of emerald eyes that surrounded him. The dragon did not like what he saw. The eye were uncertain and doubting, almost fearful, not at all what he wanted them to be. The eyes of a child. The eyes narrowed. Spike recalled all the times he had been fussed over by Twilight Sparkle. Even her friends saw him as something that needed protecting. And he hated it. For as long as he could remember, he had been small and defenseless. But not now. Not here. He had to be strong.

Spike looked up with new resolve in his eyes, and started off into the depths of the mirror maze. The whole structure was suddenly alive as the countless dragons seemed to march in place. The only true creature slowly began to navigate the reflective labyrinth. It wasn’t easy. For every turn he guessed correctly, he seemed to take two wrong ones. But he never let himself become afraid. Every now and then he’d glance at one of his many clones. He beamed at himself. Somehow his courage made himself look better. He began to see something princely about the dragons he saw in the mirror, something he’d never quite seen before. He seemed taller, more muscular. The dragon wondered if he had been going through a growth spurt.

He turned around a corner, narrowly missing a mirror. The grass beneath his feet was moist with dew that hadn’t evaporated in the darkness of the maze. Spike wondered what Rarity was doing today. Since the moment he had first heard that the carnival was in town, he had been trying to find the courage to ask her to accompany him on a trip, preferably at night when the lights of the carnival would seem more magical, more…Romantic.

But so far he had not been able to find such courage. It had eluded his grasp, even when he was certain that he would grab a hold of it, it would slip away at the last moment. Every time he would be left helpless, unable to speak to Rarity. All because of his nagging, doubting fear that she would reject him. This fear was not one, but many things. Spike felt he wasn’t tall enough, his muscles were too small, his teeth too crooked. He desired more than anything to not be the child everypony thought he was.

He turned another corner and saw himself. His eyes went wide. He looked different, he was sure of it. He was taller; his shoulders broader. Spike felt empowered. If he had met Rarity at that moment, he would be able to ask her out without so much as a stutter. Somehow he was certain she would say yes.

“Spike…” Spike’s head whirled around. He had just heard the melodious voice of the pony he admired, calling out to him as though she were distressed.

“…Rarity?” The dragon gazed off into the endlessness of the maze, looking for the unicorn.

“Spike, help me!” wailed Rarity’s voice, “I’m lost! I can’t get out!” Spike stood still, trying to locate the direction from which the voice came from. He looked directly ahead of him.

“Stay where you are,” the dragon said, “I’m coming!” Spike ran forward, brimming with confidence. He had to save her. And he would. For once, he would be the hero. He would rescue Rarity, and she would no longer see him as a child.

The dragon ran off into the darkness ahead with a smile on his face.