The Shadow Over Innsmareth

by flutterjedi

Rating: teen
Tags: Gore, My Little Pony: Friendship is Magic, Dark, Rainbow Dash, Original Character, Crossover, Twilight Sparkle
Length: 12109

Twilight Sparkle hears rumors of a strange town and finds far more than she expects.

Twilight hears about a distant town with a curse on it and, when gaining no useful information on the town from Ponyville's citizens, goes to the town to investigate. When she arrives, she discovers that the town is far worse than cursed.

[H.P. Lovecraft Crossover]

((I've only copied this from my Google Docs, so I don't know how the formatting transitioned. If you'd like to read it in it's original format, visit the following link. If I ever make changes to it or update it, I will only update on Google Docs, not here. If the story gets a good response, I'll write the sequel.

https://docs.google.com/document/d/1fh1xa7m-lHxjDTp2lQWh4Bt6iVlmTKlQb3g16hgWJTo/edit))

Published 2011-11-02 05:30:18 UTC
Last updated 2012-02-08 09:36:23 UTC

The Stories

“Ia! Ia! Cutethulhu fhtagn!”

Rainbow Dash awoke screaming from the nightmare. What was that beast she had seen? What did those words mean? Why were these dreams haunting her? For the past three nights, her sleep was full of nightmares. She worried about herself. Was she going crazy? She looked outside and it seemed to be sometime after midnight. She wouldn’t normally fly off when there was so little light to see by, but flying was the best way to clear her head, so she flew.

The world seemed to make more sense while soaring above it at incredible speeds. She flew towards the moon, thinking of Luna who once tried to force the ponies to all live in darkness. It really wouldn’t have been so bad, she thought. But she and her friends -her wonderful friends- stopped Nightmare Moon’s threat. They had even learned to like Luna, despite her actions. Her friends might be willing to help her, might be there for her if she’d tell them about her fears. But she was Rainbow Dash! She has no fears. What would the other ponies say to her if she told them she was scared, especially of something from a silly dream?

“Rainbow Dash, it’s just a dream. Dreams aren’t real. The fearless Dash afraid of a silly little dream!” She imagined her friends mocking her.

No, they wouldn’t do anything like that. Or would they? Dash couldn’t stand to let her friends see her afraid. She would just keep it a secret. After all, it was only a dream, and these dreams would probably stop soon anyways.

She looked around her and realized that she had flown further than she thought. Ponyville wasn't in sight anymore, but the tall trees of the Everfree Forest were approaching fast. She stopped and looked around for any sign of where to fly. She heard a faint sound, like a distant voice calling for her. It grew louder.

“Dash! Rainbow Dash! Come this way! Come home!”

It must be one of her friends. Maybe they noticed her leaving and followed her in case she lost her way. She’d never tell anypony she needed help, but she was grateful. She flew in the direction of the voice, looking down towards the ground to see if she could see any of her friends but there was nopony to be seen. The voice kept calling her name. She knew her friend must be out there somewhere. It was probably just Scootaloo or Pinkie Pie following her again. She couldn’t blame them of course, she was pretty awesome, but they needed to stop. The voice grew louder and over the horizon she saw a body of water. She could have sworn she never flew over any water on the way out, but maybe she was mistaken. As she grew closer she saw buildings on the edge of the shimmering expanse. It seemed to be a little village, and the water seemed to be the sea. She knew something was wrong. The voice didn’t sound familiar, but she had to check it out. Whoever it was knew her name; maybe she had a fan she never knew about. As she neared the little town on the edge of the sea the calling stopped. She flew down and looked around but saw nopony. It was as if the town was deserted. She called out for whoever was calling her, but there was no reply. Looking around, she saw lights flicker on in a nearby house. She walked over to it and knocked on the door with her hoof.

“Come in.” She heard a strange voice whisper from the other side of the door. The voice sounded more like a frog croaking than a pony speaking, but perhaps she was just hearing things in her state of paranoid fear.

She pushed the door open, heard a whooshing sound of something metal over her head, then everything went black.

The sun rose over Ponyville and the ponies of the town were coming out to start their days. The Pegasi were out clearing the clouds, the Apple family was tending the orchards, Derpy was delivering Pinkie Pie’s mail, and Twilight Sparkle, as usual, was in the library studying.

“This doesn’t make any sense!” Twilight said as she closed and reshelved yet another book.

“What doesn’t make sense?” said Spike as he entered the room with some fresh muffins he got from the bakery for breakfast.

“I keep hearing these strange rumors about some town called Innsmareth. They say it’s cursed, but there’s no such thing as curses! I still can’t find any proof to the contrary, though. In fact, everything points to it! Strange disappearances and mysterious rituals are all I keep finding!” replied Twilight, seeming distressed.

“Maybe you should go talk to Zecora. If anypony knows anything about creepy stuff, I’ll bet she does.” Spike advised.

“Spike, that’s a great idea! I bet she knows all about Innsmareth and can explain all of these things! I’ll bet it’s just ponies acting silly about things they aren’t familiar with... like the way everypony was with Zecora before we found out the truth!”

Later that day Twilight Sparkle left for Zecora’s house, deep within the Everfree Forest, as Spike had suggested. There she would certainly find answers to this mystery.

The entire trip she was pondering the things she had read about this mysterious town. Many years ago, an earth pony ship captain named Rootbeer Marshmallow had returned from a long voyage and after that, the town’s gold refinery seemed to have exploded with gold production. A few years later, half the town mysteriously died and since then, all of the disturbing rumors about the town started. It doesn’t help, either, that there are many reports of people going to Innsmareth and never returning. As legitimate as the rumors might sound, they couldn’t possibly be true. There had to be some kind of misunderstanding.

As Twilight arrived at Zecora’s house the pleasant aroma of her favorite tea reached her nose. She knocked at the door and Zecora quickly came and greeted her, inviting her in, as she knew how much Twilight liked her tea.

Twilight, being polite, decided to just enjoy the tea and some idle chit chat while she drank her tea before getting to the reason for her visit. So, the two of them enjoyed the tea while talking about various subjects such as life in Ponyville and Zecora’s homeland.

After about an hour Twilight decided it was time to bring up what she was there for.
“Zecora, have you ever heard about this little port town named Innsmareth? I heard some ponies from out of town talking about it the other day and when I looked it up, all I could find were strange stories about how it was cursed and the ponies there were evil and all kinds of nonsense like that!”

Zecora looked startled as Twilight said this. “I know much about this Innsmareth you speak. Its townsfolk are very disturbed indeed.”

“Are you telling me the rumors are true? There’s no way that this town could be that bad. The ponies there might be strange, but these rumors have to be greatly exaggerated!” Twilight replied, nervously.

As they talked, Zecora explained how she came through Innsmareth on her journey to Equestria, and how they planned to sacrifice her to some dark god they worshipped. She had barely escaped by climbing out of a window in her hotel when they came for her. The tale was very frightening, but to Twilight, it was intriguing even more so. Twilight’s scientific curiosity kept nagging for her to investigate this strange town for herself and find out the truth behind it all, despite Zecora’s discomforting story and numerous warnings to stay away from such an evil place. Twilight discovered that a carriage to Innsmareth would be arriving in the not-so distant town of Hoofington in three days and decided to go visit then.

Rumors and Concerns

The first day Twilight had planned on sending a letter to a friend of hers in Hoofington, but realized that there was no way Derpy would find it in time so she resolved to ask the ponies around Ponyville if they knew anything about the subject. Hopefully she could find some rational explanations from some of the other ponies, but her hopes weren’t high. After all, look how they reacted to Zecora when she hadn’t even done anything.

First on her list was Pinkie Pie. As she approached the bakery where Pinkie Pie was, she could smell some wonderful freshly baked muffins and cupcakes.

“Hi Pinkie.” said Twilight as she stepped inside and saw Pinkie eating some very tasty looking rainbow colored cupcakes. “Those cupcakes look delicious!”

“Mmhmm! They are good!” Pinkie said through a mouthful of cupcake, spewing crumbs all over the floor in front of her. “Dashie gave me the recipe! Want some, Twilight?”

“Well, that would be nice, Pinkie, I’ll have one or two cupcakes, but the real reason I’m-”

Pinkie cut her off by grabbing about ten cupcakes, stuffing them in a bag, and pushing them in Twilight’s face.

“Ok, thanks, but back to the real reason I’m here.” Twilight continued. “Have you ever heard anything about some little town called Innsmareth?”

Pinkie froze, shaking a bit at the that name. “Innsmareth?” Pinkie said rather shakily. “I don’t know much about that place, but I’ve heard it’s evil! Once, a few ponies from Innsmareth came through Ponyville, and they were all creepy! Their manes and tails were mostly gone and their fur looked like it was falling off. But that wasn’t the worst part. They kept staring at me. They wouldn’t ever blink. They just stared!” Pinkie made her eyes wide and stared at Twilight to demonstrate, “No pony wanted to even go near them they were so creepy! I even wrote a song about how evil and creepy they are!”

“That’s nice, Pinkie, but I don’t really have time for a song. I’m sure this is all exaggerated. In fact, I bet those ponies you saw from Innsmareth just had some kind of disease. Did anyone bother to ask them why they were like that?”

“I tried to talk to them because I’d never seen them before and they were rude and told me to buck off. I’ve never met ponies so rude or creepy in my life!”

Seeing that talking to Pinkie about Innsmareth was a mistake, Twilight came up with an excuse and left. There was no way these ponies were evil. They must be just misunderstood. Anyways, Pinkie Pie exaggerates everything, as Twilight knew well. Rainbow Dash probably flies around Innsmareth a bunch and could explain some of the mysteries of that town.

Twilight came up to Rainbow’s house and hollered up towards her cloud, but when no one responded Twilight figured Dash must be out clearing clouds or practicing for the Wonder Bolts. Either way, she’d have to wait ‘till later to talk to her pegasus friend.

Next on the list was Rarity. Maybe she had some answers. Hopefully her generous nature would make her a little more understanding of them.

Twilight entered Rarity’s Carousel Boutique to see Rarity, as usual, stitching together a new dress.

“Hello, Rarity, that’s a lovely dress.” Twilight said.

“Oh yes, darling, I think so too. I was hired to make a few dresses for a fashion show in Canterlot, and I think they’re coming along marvelously!”

“Say, Rarity, have you ever heard anything about this town called Innsmareth?”

“Innsmareth?” Rarity gasped. “That place? Their fashion sense is atrocious! Why, they wear perhaps the ugliest garments I’ve ever seen! And then there’s that smell! Ugh! They are the most repulsive ponies in all of Equestria!”

“Ok, but besides fashion and smell, what have they ever done wrong?” Twilight asked, realizing that fashion, inevitably, would be Rarity’s only concern with them.

“Well,” Rarity paused to think. “I’ve never seen anything, but I’ve heard that there’s strange things that happen in Innsmareth. I’ve heard talk about ponies who were supposed to be dead but are still living and being hidden away from everypony. That’s more than creepy enough for me to stay away.”

With the tiny bit of information Twilight had gathered, she left to go see if Fluttershy knew anything. Perhaps she’d even been there to care for a sick animal sometime! At least Fluttershy will think reasonably. So far all Twilight had to go on were the crazy exaggerations of Pinkie, and Rarity’s disgust for the fashion of Innsmareth.

When Twilight arrived at Fluttershy’s cottage, she found Fluttershy, as usual, taking care of the her many animal friends.

“Hi, Fluttershy. How’s Angel doing?” Twilight asked as Fluttershy gave a carrot to her favorite bunny.

“Oh, hi, Twilight.” Fluttershy said, timidly. “Angel’s doing fine, he just has a habit of eating his carrots too fast and getting tummy aches.” Fluttershy gently rubbed Angel’s tummy with her hoof as he chewed on a carrot.

“Glad to know your animal friends are doing well; you take such good care of them. I have a question though. Do you know anything about a town called Innsmareth?”

Fluttershy looked frightened at that name and backed up a few steps.

“I don’t... um... really want to talk about... *squeak*” Fluttershy stuttered.

“Oh, come on, Fluttershy. What you know can’t be that bad.” Twilight coaxed.

“Let’s just say they do really horrible things to the animals there. Or at least they did when there were still animals there!” Fluttershy answered with a very concerned and upset voice.

“How do you even know they do things to the animals there?” Twilight asked with a tone of disbelief.

“I’ve rescued several animals from Innsmareth. In fact that bunny over there,” She pointed to a rather sickly looking rabbit cowering in the corner, “came from Innsmareth a month ago and doesn’t seem to be doing very well. I don’t like thinking about what they might have done to him. I used to find so many animals that come from that direction that are in horrible condition! How could anypony do that to sweet innocent creatures?” Tears were forming in Fluttershy’s eyes as she explained to Twilight.

Twilight, realizing this is very upsetting to Fluttershy, decided that it was best to just drop the subject.

“I’m sorry, Fluttershy, I didn’t know this was so upsetting to you, but at least all of your animal friends here are OK now that they’ve got you to take care of them.”

“Thank you, Twilight. I’m alright. I just don’t like thinking about that awful place.”

“Well I need to be going anyways. You know me, I’ve got lots of studying to do! Take care, Fluttershy.”

“I’m sure whatever happened to those animals probably happened somewhere in the woods.” Twilight thought as she left Fluttershy’s cottage. “They probably just went too far into the Everfree Forrest and had a run in with one of the dangerous animals that lives there.”

It was getting late and Twilight decided to call it a day and talk to the other ponies after she had a good night’s rest and time to think over what she’d already heard.

The night, instead of holding the peaceful sleep that Twilight had expected, was filled with nightmares. Horrific visions of underwater cities, disturbingly fish-like ponies, and the ceaseless murmurings of voices speaking frightening other-worldly languages. One nightmare after another; Twilight waking up between, sweating and shivering at the same time. She fell back to sleep, again and again, each time finding herself in another nightmare. She dreamed of titanic, cyclopean cities, the walls of which all were covered in a sickly green ooze. The cities she visited, the sounds she heard, and the things she saw all possessed an uncanny horror she couldn’t, and wouldn’t want to describe. All the time, persisted a feint presence and subtle vision of a tentacle covered face.

Twilight was suddenly awoke from the nightmares and unearthly visions by the sound of books crashing to the floor. It would seem that Spike had knocked over a stack of books on his way out the door. Twilight sleepily got out of bed to scold spike for not being careful, but it seemed he had already left.

Being able to make no sense of the dreams, she resolved to continue her quest for understanding by trying again at Rainbow Dash’s house. When she arrived, however, she still got no response from Rainbow Dash. Perhaps she was out of town visiting someone? Whatever the case, she was one of the toughest ponies in Ponyville, she could take care of herself.

“Well, I still can talk to Applejack. Being the element of honesty, she’ll probably be the best pony to talk to anyways.” Twilight mused.

She arrived at Sweet Apple Acres to find Applejack and Big Macintosh applebucking through the red delicious trees, and could smell Granny Smith baking an apple pie.

Applejack saw her friend coming towards her and ran to greet her.

“Well howdy, Twilight! What brings y’all to Sweet Apple Acres today? Come to buy some apples?”

“Not today.” Twilight said. Applejack’s face lost a little bit of cheer, but was still happy. “I’ve actually come because I figured you might be able to tell me about this place called Innsmareth. I never heard of it until yesterday, but everypony seems to be terrified of it. Surely it’s not as horrible as everypony keeps trying to tell me.” Applejack began to look upset.

“Those gosh darn ponies. I tell you, Twilight, they are the most inhospitable ponies ever. And to think, us Apples gave them a chance when everypony else was runnin’ from ‘em, we decided to be nice an’ try to sell apples to ‘em. We even went there one day. The place was awful smelling and the ponies there seemed like they had more problems than yah could shake a stick at, but we thought we’d be nice and give ‘em a chance. We set up a little ship and those darn ponies kicked us out. Said they didn’t want no apples. We even were offering them for a discount! Well we decided to hang around outside of town after they kicked us out to see what all the fuss was about, and ya’ know what they did? A bunch of creepy ponies in hooded cloaks brought out a bunch of stones right where we had our apple cart set up and started chanting and dancin’ ‘round like crazy ponies! I aint never goin’ back there. They can keep their bits!”

“Wow, Applejack, that seems pretty rude of them to just kick you out like that, but are you sure they actually put on cloaks and started dancing around a bunch of stones? That seems too strange.” Twilight said.

“Twilight, ya know I’m honest, if it weren’t the truth I wouldn’t of said it! Them ponies are crazy. You’d do well to stay away from it.”

“Well, I hate to disappoint you, but I’ve already planned on going there tomorrow.” Twilight said to the now utterly shocked Applejack.

“Good heavens, Twilight! Why in the hay would you go an’ do somethin’ like that? And I thought those ponies were crazy.”

“Applejack, I have to see this for myself. I know it can’t be as bad as everypony’s saying it is. I’m going to go there and see it for myself. Even if it is bad, I need to know.”

Applejack was now highly concerned for Twilight. “Please Twilight. Don’t do this! I don’t want to lose my friend. Who knows what kind of bad things they do to ponies who don’t get kicked out!”

“I’ve made up my mind, Applejack. I assure you I’ll be fine. I’ll be back home in a couple days to prove it, and I bet I’ll also know exactly why these ponies are so strange!”

“For goodness sake! Why would you stay there over night? That’s one of the craziest things I’ve ever heard! If you must go, just walk in and walk out!”

“I’m going to stay there until I get to the bottom of this. I’m sure I won’t even have to stay that long before one of them tells me everything that’s going on.”

“Twilight, I trust ya, but I think you’ve gotten in way over your head! Y’all be careful. Don’t give ‘em a chance to hurt ya!”

“Thank you. I assure you I’ll be fine. I won’t be gone long.”

With that, Twilight left the orchard. The day was only half over so she decided to get some lunch and spend the rest of the day talking to all of the ponies around Ponyville. They all, however, had the same things to say as her friends. “The place is evil,” “the ponies are weird,” and “stay away from that place!” Twilight would have to see it for herself. There had to be some misunderstanding. Sacrifices? Chanting? Cultists? It was all too silly to be true.

Long Dark Night

Twilight was exhausted, but still found it hard to sleep. Duke Bristle’s story was on her mind, as well as the disfigured hoof that burst out of the door. Twilight didn’t like any of it, but managed to get to sleep anyways. Her dreams mirrored those of previous nights. Visions of great, yet abandoned cities, strange voices speaking to her in archaic languages. The dreadful visions wouldn’t cease, then she saw the face. A great head that looked something like an octopus, yet still seemed somewhat pony-like.

Suddenly, she awoke to voices in the hall.

“She’s in this room.” She could hear the innkeeper saying.

“Will she be pleasing to them?” She could hear another voice she didn’t recognize saying.

“Why wouldn’t she? She seems young and healthy enough. We rarely get many fillies.” She clearly recognized the carriage pony’s disgusting voice.

Twilight could hear them jiggling the door handle in the room next door.

“Damn, the door’s bolted shut!” the carriage pony said.

Twilight tried to creep out of bed and tried to sneak to the window but as she got out, the floor creaked beneath her hooves.

“She’s awake! I hear her moving. Break it down!” the stranger croaked.

Twilight scrambled for the window as the ponies started bucking at the door to smash it in. She tried the window but it was locked and wouldn’t budge. She scampered to the night stand, grabbed the lamp off of it in her mouth, closed her eyes, then smashed through the window.

“She’s in the next room! Get that door open!” The inn keeper cried as she heard the other door smash open and the nightstand scrape across the floor.

Twilight leaped out of the shattered window to the fire escape, the jagged glass lacerating her flesh. Her adrenaline was pumping too fast for her to care, and she leaped over to the nearby roof, dashing across to the first window she could find.

She entered a small open window, blood trailing behind her, and calmed a bit as angry shouts and crashes were heard from the inn on the other side of the street. She started to feel the pain of the wounds, but still pushed on. She headed for the staircase she could see at the end of the hall and slowly crept down it.

Back on ground level, Twilight hurriedly tried to find the door to the outside. She checked behind every door she saw. Inside the third door down the hall, she found the most shocking thing she’d seen so far. A horribly deformed pony sleeping in tattered sheets on the floor. It appeared to have once been a unicorn, though her horn seemed to have broken off. The horn wasn’t what disturbed twilight though, she was barely recognizable as a pony. Her hooves seemed to have mostly turned into claws, her throat had gill slits, her face looked more like a fish than a pony, and her fur seemed to have been replaced by slimy scales.

Twilight let out a short shriek at the sight, and the thing awoke, wide eyes staring at Twilight. Before Twilight knew what to do, this beast was shrieking the most horrible sound Twilight had ever heard.

Twilight panicked and without thinking, turned around and bucked this creature in the face so hard its head slammed into the wall and an audible cracking sound was heard. It slid down along the wall, blood smearing all the way to the floor.

Twilight was horrified at what she just did. She didn’t mean to kill it, she just wanted it to be quiet so it wouldn’t alert the ponies hunting her. Even though she silenced the beast quickly, it did little good. She could hear hoofsteps on the floor above her and realized they knew where she was. She quickly raced out of the room and checked each door until she found a door that lead outside. There seemed to be torch light coming from her left about to come around the inn. She ran off quickly in the other direction and darted into an alleyway that looked like it might take her to the other side.

She got about halfway through the alley before she saw lights moving down the street at the end she was heading for. She turned around to see the same thing the way she came. Panicking, she looked for any escape and saw a sewer plate and, thinking quickly, levitated the plate off and climbed into the sewer, placing the cover on top of it behind her.

The sewer was dark, so Twilight used her horn to create some light. The stench was about as bearable as the smell of the Innsmareth ponies. She wanted to get out as fast as possible. The sewer felt wrong, as if the place was alive. She kept moving slowly through it, checking behind her every time she heard a noise.

She came to a split in the sewer tunnels and could see a ladder out down the right path. She headed in that direction moving a little faster now, though just as paranoid. She was almost at the ladder when she heard a horrible screech and saw a large, dark shape heading towards her from the end of the tunnel. She wasn’t near enough the ladder to climb it and get out before it reached her so she took off in the opposite direction, running as fast as she could from the dark blob at the end of the tunnel. Its screeching getting louder, and shouts coming from the streets above gave Twilight more energy than she ever had in her life. She saw a feint light at the end of the tunnel and rushed towards it as fast as she could.

She reached the source of the light and found it to be a cylindrical room with a somewhat large drain from a street above her, a large fan below her, and grating going around the edge of this apparent drainage pipe. The thing was getting closer to Twilight and she looked around for a way out and saw a small pipe to the left that she could just barely fit in.

She climbed in and hid there, unable to take her eyes off of the tunnel she had come from. Out of it came a creature unlike anything she’d seen before. It was a bubbling greenish brown ooze with eyes and tentacles growing out of it, then disappearing back inside of the mass.

The blob screeched as it poured itself into the hole below and was splattered across the walls by the fan. After it had all fallen through the fan the screeching stopped, but Twilight dare not move. Horror on her face, she shivered, wishing that this was just another one of her nightmares. She closed her eyes and opened them, hoping that she would wake up back in Ponyville and that this horrible event would all be over. She was disappointed though when her library didn’t appear in front of her, and instead she heard the sound of metal scraping above her. Voices were talking in the croaking frog-like voices of the Innsmareth people.

“Quick! Throw him in as bait! We don’t want that Shoggoth coming up here!” The unfamiliar voice from earlier cried.

Twilight heard a somewhat familiar voice above her saying “No! Please don’! I beg ya! Ah’ll take the fina’ rite! I will! I will! No do-” There was a horrible scream as the owner of the voice fell, and Twilight saw a brown pony with a grey mane fall screaming. The terror was evident in Duke’s eyes, even in such low light. Watching him fall to face the Shoggoth’s same fate felt like an eternity to Twilight. She wanted to rush out to save him, but her legs wouldn’t move. She was forced to watch in terror as the old pony fell into the fan. She was thankful she couldn’t see it from her position but was horrified to see blood splatter the wall opposite her.

The screaming was silenced and the locals were back on their hunt for her, but she still couldn’t move. The horrors she’d seen tonight had frozen her. She wanted so bad to just teleport herself out, but couldn’t summon the energy to do it.

By the time Twilight found the strength to move again the search party had moved on to other parts of town and she figured several hours had passed. She crawled out of the pipe she was in and forced herself to retrace her steps back to the ladder. As she walked over the grating above the fan she looked away so as not to see what little remained of Duke Bristle splattered on the walls.

After about ten minutes of forcing her hooves to move, she reached the ladder she intended to climb earlier. The memory of the Shoggoth haunted her as she approached; its screeches still echoing in her head. She climbed out of the sewer, summoning the energy to use just enough magic to slide the plate above her off and found herself near the coast. She looked out over the water and saw lights over Devil Reef in the distance. Twilight’s curiosity for the town was gone though and her only desire was to leave, so she turned to sneak down along the beach. She passed an unusual building with a sign above the entrance saying “Twilight Dash Public Shitter” and a plaque beneath it that read “He was told he would never amount to shit, so he built a shitter.” She had no idea what on earth it meant, and she no longer cared. She found a dark alley leading to another dark street and ran down it. She could tell by the disarray of the houses and shops that she was nearing the edge of town. She was almost out when she heard a very familiar voice call out from a house behind her.

“Twilight! Help me!”

Twilight turned around to see Rainbow Dash’s head sticking out a small window in an upper level of one of the few intact houses.

Y'ha-nthlei

Twilight was horrified. She no longer could leave, not with her friend stranded. She grudgingly turned around and raced towards the house Rainbow Dash had just been in. She could hear muffled screams from inside and hastened her approach.

She kicked the door in and ran up the stairs then tried to find the stairs to the attic where she saw her friend. She could not find anything though. The ceiling had no creases where stairs or a ladder might come from, so she checked the rooms. Most doors were locked or bolted shut and wouldn’t budge, but the door near the front of the house was open. She rushed into the abandoned and empty room and found a small staircase ascending into the attic next to the door. She climbed the stairs as quick as she could to see another fish pony holding a tied up Rainbow Dash.

“She must return! She must serve her purpose!” The creature uttered in the horrible Innsmareth accent.

“Twilight, help!” Dash screamed as Twilight raced across the room, to reach the fish pony and her friend, but she wasn’t fast enough. The fish pony smashed the wall down with impossible strength and leaped out of it dragging Rainbow by her ropes.

Twilight paused for a moment, in disbelief of the strength of that thing then quickly rushed over to the edge to follow, but the drop was too high. She galloped back down the stairs, ran out the front door and followed where the fish pony had dragged her friend. They seemed to be heading towards the shore and Twilight knew that could only mean one thing - Devil’s Reef.

Twilight was still wary of the search party for her but saw no sign that they knew where she was. She followed the trail until she was back out on the shore and saw the disfigured pony loading Rainbow Dash on a small wooden boat and pushing it out towards Devil’s Reef. The reef was lit up even more now and a very large portion was sticking up out of the water during the low tide. Twilight had no clue what they were doing up there, but she didn’t want Rainbow Dash or herself to be any part of it.

She tried to reach the creature taking her friend, but couldn’t get to her in time. She swam as fast as she could to follow them but couldn’t keep up no matter how fast she swam.

Soon she saw the boat reach a low point in the reef and the creature pulled Dash out of the boat and began walking on her hind legs, carrying Rainbow Dash in her deformed claw-like hoof. They soon moved out of sight as they worked their way up a path Twilight assumed led to the top of the reef. Twilight herself didn’t reach the reef for another few minutes but she wouldn’t give up. Her friend had been there for her when Twilight needed it, and now Twilight would return the favor ten fold.

She reached the path, her legs aching from all of the running and swimming she had been doing and the cuts on her back from jumping out of the shattered window burned in the salt water, but she pressed on. She wouldn’t let them get away with taking her friend. She climbed the steep and narrow path around Devil’s Reef until she finally found herself on top. She saw no sign of anypony, not even the ponies who had torches up there earlier. She explored the reef, looking for any sign of where they might have gone, but found nothing.

As she was losing all hope, she came across a small cave she hadn’t seen before. There were three statues, each as frightful and hideous as the other. The names under them read “Father Dapon,” “Mother Hydra,” and “The Great Cutethulhu.” Twilights eyes fixated on the statue of Cutethulhu. This was the same face she had seen in her nightmares. She stumbled backwards as the realization hit her and nearly collapsed but forced herself to her senses. This would be a mystery to solve another time; she had to save Rainbow Dash.

She knew the statues meant something but didn’t know what, so she searched the small cave a bit more until she realized that there were buttons on the back of each statue. She pushed each one but nothing happened. She was feeling hopeless, if only she had the strength to teleport, she could have gotten to Rainbow quicker and they could both be far away by now.

She threw herself on the ground and began to cry. She had no idea what to do and just wanted it all to be over. She looked up and as if an answer to an unspoken prayer, she noticed markings carved into the walls. There were three symbols used in what appeared to be a code. She looked back at the statues and noticed that the symbols were written on the statues as well, but only one on each statue. She quickly looked back at the code then pressed the statue in the sequence the wall showed and her spirits were immediately lifted as the wall behind her began to slide apart and reveal another cave.

With hope renewed, she went into this second cave and found it to be empty, save a large hole in the floor. She peered into the hole, but couldn’t even see the bottom. This was the only path that the ponies could have taken Rainbow Dash that she wouldn’t have known about, but how did they get down? Twilight looked around for a rope or anything that could lower her into the tunnel, but found none.

After a few moments of consideration, she decided to take a leap of faith. She didn’t know why, but she just knew that’s what she should do. It was a long fall. Right after she jumped in she wished she hadn’t but she knew she might be able to slow her decent a little with magic if necessary. As she fell, she saw water beneath her, so she prepared to dive in, and began using her magic as best she could to slow herself down until she finally reached the water.

Immediately, she discovered it wasn’t water at all. She had no idea what, but instead of landing in a pool of water, she found herself sliding on solid, however wet, ground. She picked herself up and looked back to see a large triangular shape made of stone and filled with water. She didn’t know how, but somehow she’d been teleported or maybe this was some other dimension. She wished she had the time to study it, but there was little time. She quickly began searching this new place. It seemed like a large cave, maybe somewhere underwater since everything was so wet.

Twilight progressed through the cavern system until she came upon the most peculiar thing she’d seen since she came out of the water gate. There were only two walls and no ceiling in this cave. Somehow, the water was suspended in a bubble around the area. She walked up to the edge of it and stuck her hoof through it, and confirmed that it was actually water. Twilight was in awe. So many marvels in this place, yet she had no time at all to discover their secrets.

She brought her attention back to the task at hand and kept progressing through the caves. Seeing no life anywhere, she began to get worried. Where was everypony? She knew there was lots of life on top of the reef less than an hour ago, and now everypony was gone. She looked through every cave she could find hoping to find some sign of her friend.

She was feeling very lost in the caves, unsure which ones she’d traveled to, though when she came across the bubble rooms, she felt a little cheerier because she could recognize when they were different. She occasionally passed elaborate stone doors and some she looked in to find rooms with desks, tables, and even books. She still saw no sign of Dash.

After a while of searching she began to hear voices. She knew this was a good place to start, so she snuck around until she found the source. In a cave ahead she heard several ponies talking with the Innsmareth accent and she went to investigate.

Upon entering the room where the voices were coming from, Twilight saw that it was some kind of prison. The ponies in there seemed to be talking about Rainbow Dash.

“This one’s a fighter, but we got her finally.” Said one voice.

“How close is she?” Another said.

“She’s still got a few months, but by then she’ll learn to accept it. It’s a shame she’s delayed so long, if she’d grown up here, she probably would be developing much faster.” said the voice of the creature that dragged Rainbow out of the house.

“What about the purple one? Did she follow you?” Said the second voice.

“Yeah, but I’m certain I lost her on the reef. I’ve alerted everypony of her presence, by now the deep ones are probably having their way with her on top of the reef.” said the disfigured pony from earlier.

Twilight was somewhat relieved that she now knew where some of the missing population was, but she had to get Rainbow Dash out of there and fast. She crept through the door and found that this was a multi-level room. She peered over the ledge in front of her and saw a number of cells on the floor below her but saw nopony. To her right she found a ramp that lead to the first floor and proceded to go down it.

She opened up the first door she came to, but the cell was empty. She found the same within the next three cells as she circled the room, opening each cell as she came to them. The fourth cell she opened held a creature that looked somewhat like the two fish ponies she’d seen earlier, only this one looked even less like a pony. This thing looked more like a deformed frog or fish than a deformed pony, and she quickly closed the cell door before it was alerted to her presence. She tried several more cells until she finally came to the cell where Rainbow Dash was held.

Rainbow looked awful. Her ropes were removed but had rubbed her fur off in several places and she looked weaker than any pony Twilight had ever seen. She probably hadn’t eaten in days and was sobbing quietly as she lifted her head to see who was coming for her this time. Her eyes lit up with so much joy when she saw Twilight running to hug her.

“Twilight! You came for me!” Rainbow said with tears in her eyes.

“I couldn’t leave my friend at the mercy of these things! What were you doing here?”

“I couldn’t sleep. I decided to go for a flight and heard a voice. I thought it might be someone I knew. Next thing I know I’m tied up.”

Twilight held Rainbow Dash tightly. “We have to get you out of here. Can you walk?”

“Just barely, I can’t fly though. This is the worst thing in the world.”

They heard voices returning to the prison and knew there was little time before they were discovered.

“Come on, we have to go!” Twilight urged Rainbow to move.

Dash struggled to stand up, but succeeded and slowly limped off with Twilight. The voices were coming from the upper level, where Twilight had entered. Twilight looked around for another way out and saw an open door past a few cells to her right.

They hurried in the direction of their new exit and pushed their exhausted bodies to reach it before the voices noticed them, but their hopes were shattered. Just as Twilight looked back and noticed her mistake, the guards did as well.

“The new one’s cell is open! She’s escaping!”

Twilight and Rainbow forced themselves to move faster, Dash trying to use her wings to gain some speed.

“Over there! The purple one got in! Stop them!”

They couldn’t outrun them in their condition. Twilight had to do something.

The guards entered the hallway Twilight and Dash were using for their escape, and it was clear that they were like the fish ponies Twilight had seen earlier. The two guards stood on their rear legs and carried swords in their claws. Twilight grabbed a tall metal stand with a candle on it next to her and the candle fell off as Twilight pulled the spiked end from the rock in which it was embedded. Twilight held her place between Rainbow and the fish pony guards as they quickly advanced. The one to her right reached them first and twilight quickly used the metal stand in her mouth to deflect the fish pony’s strike, then followed through to stab the second guard that was approaching her in the neck. He fell to the ground clutching the bleeding hole in his neck as Twilight blocked an overhead strike from the first, but she lost her grip on the makeshift weapon and it clattered to the ground. The guard smiled sensing victory and raised his sword for a final strike, but suddenly dropped his sword behind him as his smile faded, looking down to see Twilight’s horn impaled in his chest. Twilight removed herself from him, letting him fall to the ground.

Blood dripped from her horn as she calmed herself to focus. Rainbow Dash was staring at her in shock and disbelief.

“Come on, I know the way out.” Twilight urged Rainbow Dash.

They backtracked to the prison now that the obstacles were clear. They ascended the ramp to the upper level and headed into the caves. Twilight wasn’t entirely sure she knew the path, but figured she could figure it out. The task wasn’t easy. They took many wrong turns and had many close calls with guards, but so far had been undetected. Twilight’s hopes lifted even more when she recognized the first bubble room.

“Come on, it’s not much further! We’ll make it.” Twilight tried to encourage Rainbow Dash, though it didn’t seem to be working very well.

Twilight recognized that they were close to the watery gateway she entered from and was beginning to rejoice, then suddenly lost all hope. The fish pony that had brought Rainbow Dash to this strange underwater civilization in the first place was standing in the middle of the path just 20 yards in front of the gateway. On each side of her sat a large creature. These creatures resembled the fish pony Twilight saw in the prison, only these had no resemblance to ponies at all. They were large, scaly, and slimy. These must be the deep ones Duke Bristle had talked about.

“She can’t leave!” The fish pony croaked at them. “She must fulfill her duty.”

“What duty? What are you talking about?” Twilight asked.

“Silence, foal! Rainbow Dash, what do you remember of your mother?” The fish pony asked with a wicked grin on her face.

“What do you mean? She got really sick and died when I was just a little filly. What does that have to do with anything?” Dash replied in an annoyed tone.

“Well, let me refresh your memory. Your mother’s fur started falling out, then her eyes stopped closing, then one day she was gone from your home in Cloudsdale. Am I wrong?” The grin grew wider.

“But, how did you-”

“Know? Because your mother is right here.” The fish pony gestured towards the deep one on her left. “Oh, I do love family reunions.”

Rainbow’s face turned to a look of shock and horror. How could that be? How could her own mother be one of those things?

“You see, your father once visited us, and he was struck by your mother’s beauty. She was a nice young filly, and your father was oblivious to the so called ‘curse of Innsmareth.’ She foolishly thought that she could escape the inevitability of the transformation by leaving the town, but it happened anyways, although delayed. The thing is though, you don’t have to be completely transformed to produce a deep one offspring. You, silly filly, will soon begin your transformation.”

“You’re lying! You’re just trying to trick her.” Twilight protested.

“No, she isn’t Twilight. I never knew what happened to my mom, but now it makes sense. But what if I don’t want to?”

“It’s not a matter of want, it’s a matter of duty. Your services are needed of father Dapon and no one says ‘no’ to Dapon. You will transform whether you like it or not, so why not stay with us and get it over quicker? Anyways, it would give you time to get reacquainted with our mother.”

“Our?” Rainbow Dash said in shock.

“Why of course, mother didn’t know it, but she was pregnant with a second child when she left you. It’s good to see you, sister.”

“Sister?” Dash and Twilight said in unison.

“Look, the family get together’s been a blast, but we should really wrap it up. Your unicorn friend has her own ‘duties’ to preform with some of the deep ones.” The two deep ones made a sound somewhat like laughter as Rainbow’s nameless sister said this.

“Can you run?” Twilight asked her friend.

“Not for long.” Dash replied.

“Run towards them and stay as close to me as you can.”

They took off at full gallop towards the monsters blocking them ahead. The fish pony wore a puzzled look, there was no way they could get around them. The deep ones prepared to attack as soon as they came close enough, but right as they were almost within reach of the deep ones, a bright purple flash lit up the cavern as Twilight and Rainbow Dash vanished from in front of the monsters and appeared a few feet from the water gate. They Tripped and mostly fell through it, as their former blockers began to pursue them.

Escape

They emerged from the gateway at an alarming speed. Flying upwards through the hole Twilight had jumped down just a few hours before. As they reached the top, a stone slab slid out of the side of the hole, closing it up for them to land on. They collapsed in a heap on it still screaming. They were both so weak they could barely move, but forced themselves to crawl off of the new slab as it began to pull itself back in to allow for others to exit Y’ha-nthlei.

They drug themselves through the still open wall and past the statues. Twilight raised herself back up, aching as she did so, and kicked with all the strength she had at the Cthulhu statue, smashing it to pieces, the door behind the slamming shut as a mechanism from the statue broke. Feint voices could be heard yelling from the other side shortly afterward.

“We can’t stay here. They’ll send more after us. The deep ones can probably swim out of the bubble rooms.” Twilight said through her gasping. “We might be able to take that boat they brought you here on. Just push yourself a little further.”

They slowly made their way back down the path to where the boat was tied up. The tide had risen considerably and the sun begun rising. They untied the boat and began rowing towards the distant shore just outside of Innsmareth. About halfway to the shore, they looked back and saw large figures on top of the reef, apparently searching for them. Twilight rowed faster, fighting against her aching muscles and burning wounds. Rainbow Dash seemed to have passed out.

They reached the shore and Twilight woke Rainbow Dash up, insisting they get further away from that horrible seaside village. Rainbow Dash reluctantly agreed and they forced themselves to move through the edge of the Everfree Forest near Innsmareth. No matter what they might find in the Everfree Forest, it couldn’t be any worse than anything in Innsmareth. They continued working their way through the forest for an hour until Rainbow Dash collapsed and couldn’t walk any further. Twilight laid down beside her, and then passed out herself.

Rainbow Dash awoke late in the day and saw Twilight awake next to her. Twilight, seeing her friend awake at last, nuzzled Dash, crying tears of joy, but also sorrow for how much they had been through.

“Come on, we need to get moving. The road isn’t far, we’ll follow it from a distance in case they’re searching it for us.”

Dash weakly picked herself off of the ground, forcing her legs to carry her. They both slowly walked along the road from a distance until they found themselves at Hoofington. They were grateful to see that the Innsmareth carriage wasn’t in town and they found the nearest restaurant to eat at. They recounted parts of their tale to the curious ponies who asked them about their horrendous condition and it became general consensus that no pony was to show any hospitality to Innsmareth ponies that traveled through town again. A kind pony even volunteered to pull them to Ponyville in his apple cart. After a heavy meal and lots of tears, they left to ride in the kind colt’s cart.

When they arrived in Ponyville they noticed missing signs with Rainbow Dash’ picture on them posted around town, and were greeted with the warmest of welcomes when their friends saw them. They recounted the events of the previous night to their friends. Twilight told them all of the Shoggoth and the fish ponies. They explained Rainbow Dash’s condition and that she had a sister. The conversation was very somber and everypony expressed lots of worry. None of them had any answers or explanations. They could only offer their sympathy. They all decided to stay for the night at Twilight’s Library to comfort the two battered ponies.

Twilight left the group to care for Rainbow Dash for a while so she could write to the Princess about these events.

Dear Princess Celestia,
I write to you with disturbing news. I spent the past night in a small fishing village called Innsmareth. I am lucky to have survived the night, and Rainbow Dash is luckier still. I went to dispel the rumors everypony told me, only to find out that the truth was even worse than the rumors. I encountered a creature I overheard was called a shoggoth, I saw deep ones and learned how they are created from ponies, and I took the life of three partial deep ones. More than that, I discovered that my close friend, Rainbow Dash will be turning into a Deep One as well, and that she also has a younger sister that’s also turning into a deep one. They lured her there because some one named Dapon needs her. I don’t know what to do, and I know they will come looking for us. Please help.
Your faithful student,
Twilight Sparkle

She finished writing the letter and had Spike send it. Within twenty minutes she received a reply.

Dear Twilight,
That is grave news indeed. I knew this day would eventually come, but I hoped to be more prepared. I have much to do and to think about right now. I will come help if I am ever needed, and if you learn anything more about things related to these events, or have any strange dreams, let me know. As for your friend, Rainbow Dash, I may know a way to help...

The Town of Innsmareth

After another night of restless, nightmare filled sleep, Twilight awoke and began to drag herself out of bed. Today was the day she would learn the truth about this mysterious town.

She ate a bowl of cereal then set out for Hoofington. After a few hours she reached Hoofington to find few ponies doing anything. Twilight figured they must have been afraid to go out when the Innsmareth carriage was coming. The dreary weather didn’t help her nerves at all. She neared the center of town and saw a large statue of a pony wearing a cloak and hat with the inscription at the base: “TO THE SAVIOR OF HOOFINGTON - THE GREAT AND POWERFUL TRIXIE! LET ALL URSA MAJORS TREMBLE IN TERROR WHEREVER SHE MAY TROT!” “Hmm... I guess she really did defeat an ursa major.” Twilight mused.

The carriage, Twilight knew, would be arriving soon. She was as excited as she was nervous. Soon her curiosity would be satisfied, but what if there was some truth in the rumors? What if these ponies were bad? She wouldn’t let her fear get to her though. She had to know the truth.

After a little under an hour, Twilight peered down the road to see a pony-drawn carriage heading towards Hoofington from the east. This had to be it. As the carriage drew closer, Twilight was able to make out the pony pulling it. She had never seen such an awful looking pony. His fur was falling off, his bulging eyes appearing as if they could jump right out of their sockets at any time, he wore old tattered clothes that appeared to have never been washed, and on top of all of that, he smelled as though he had never been near a bar of soap in his life. Twilight wasn’t sure how she would deal with his smell all the way, but she wanted to know. The carriage approached and Twilight requested to go to Innsmareth.

“That’ll be ten bits.” The pony croaked, sounding oddly froglike.

His voice startled Twilight for a moment, but she quickly came back to her senses and paid the pony. She thought to herself that this would at least make an interesting story even if she didn’t find anything one way or the other.

The carriage pony went to a nearby apple stall and paid the pony there a fair amount of money for ten baskets of apples. The vendor behind the stall was shaking with fear as she accepted the currency. Twilight was feeling a bit nervous after seeing this pony. She now easily understood why everypony was so revolted by their appearance.

“Get in, pony. We’re leaving.” A chill went down Twilight’s spine as the Innsmareth pony croaked for her to get in the worn carriage only twenty minutes after arrival.

Twilight quickly climbed aboard so as not to have to hear that voice speak to her again. As the carriage began to make its way towards Innsmareth Twilight started to wish that she had tried to talk one of her friends into coming with her as she suddenly felt unsafe alone. What would the rest of the Innsmareth ponies look like? Could they be just as bad or worse than this one? She wasn’t sure if she wanted to know anymore, but she had made up her mind. She was going to do this.

It was about five hours later that the carriage slowed as it entered the port city of Innsmareth. Twilight looked out the window in the carriage and was shocked by how run-down the place looked. Buildings were caved in, all of the shops were closed, and most of the town she saw appeared to have been uninhabited for a long time. She was getting nervous. She desperately hoped she might find some normal ponies somewhere in the town.

The carriage slowed to a halt in the center of town.Twilight stepped out of the carriage as the carriage pony walked off muttering something in his deep frog-like voice. The center of town looked a great deal more used, but still very run down. The carriage was parked outside an Inn. Twilight looked around, taking in the hideous sights. All around her were old run-down stores and houses. Across the street was an old grocery store. To her left were a great number of buildings that looked as though they could cave in at any moment, and to her right was the only building that didn’t look like it’d collapse from a strong breeze. The building was large and near the roof was inscribed in stone “THE ESOTERIC ORDER OF DAPON.” She could hear movement from within the hall. Around her, several Innsmareth ponies walked around, equally as revolting as the first she saw. She stepped out into the street, looking around, only to be shoved out of the way by a pony who appeared as though she was less affected by whatever disease was causing the Innsmareth look. Her fur was only starting to grey and fall out, but she still had those bulging, staring, unblinking eyes.

“Outta my way, outsider!” The mare croaked at Twilight with the deepest voice Twilight had ever heard from a female pony. Twilight was shocked at how rude these ponies were. She decided to look for someone else from outside Innsmareth, there had to be one somewhere.

The friendliest place looked like the store across the street. She trotted over, careful not to bump into any more ponies on the way, and went inside. To her relief, she had already found a normal pony. She walked in and noted that the pony behind the counter seemed relieved to see her as well. He was a normal earth pony with cream colored fur, a dark brown mane, and a cash register as his cutie mark. Twilight had never been so happy to see a normal pony before. She walked in and quickly greeted him.

“Hello, sir,” She took a quick glance around the store to see if there were any Innsmareth natives around, “You don’t look like the other ponies here. I take you’re from somewhere else?”

“Why yes, I am. I was raised in Canterlot, but my family had to move out and I ended up working for this grocery store chain and they sent me here because the last ten people they had here ran off. Can’t blame them either.” The clerk said with cheery relief from talking to a normal pony.

“It’s nice to see a normal face. Do you know why all of these ponies here are so, um, odd?” Twilight questioned.

“You’ve got me. I think it’s some disease that’s gone through the families for a while, but if you believe old Duke Bristle by the docks, he claims it’s some ancient curse set upon the town by Rootbeer Marshmallow way-back-when. Sometimes I almost believe his stories. You don’t want to know the things that go on here at night.”

“I don’t think I really want to. This place gives me the creeps, but I came here to find out what’s up with it.”

“Well, if that’s your goal, you should probably talk to Duke Bristle, though you’ll probably want to take some alcohol with you. He doesn’t usually chat much unless he’s drunk, but he’s the oldest normal pony here in Innsmareth. I’d advise you to try to get out of here by dark, though. The Innsmareth ponies aren’t very fond of outsiders. Heck, probably the only reason they let me stay is because no one from around here would run the store.”

“Well, I’ve got no intentions of staying any longer than I have to! Thank you so much for the help! Know where I might find something for Duke?” Twilight finally asked as she started to head towards the door.

“You could probably get some from the bar a few blocks down the road, but they keep strange hours and the Innsmareth ponies might not be too willing to sell you anything.”

“Thank you sir, you’re very helpful. Have a nice day.” Twilight walked out feeling a bit refreshed. She wasn’t completely alone here.

Her next stop would be the bar. She headed down the block in the direction the cream pony had indicated and finally came up to it. She tried the door, but it wouldn’t budge. It was locked. She looked around and thought she saw a familiar plum colored pony walk down an alley. She trotted over to the alleyway and looked down to see if anypony was there, but nopony could be seen. She called out, “Berry? Berry Punch? Was that you?” But no response, however she saw something made of glass glint in the brief sunlight that peeked out from behind the clouds. She crept up to it to discover it was a bottle of rum. She wasn’t sure who she’d seen, but it seemed someone was helping her, or luring her. She couldn’t think of that though. She knew these ponies weren’t bad, just misunderstood.

With the rum in hoof she was ready to go talk to Duke Bristle. She headed towards the docks at a canter; she knew she didn’t have much time before it got dark and she’d have to get out of the town. Fortunately, she reached the docks within a few minutes and saw an ancient looking pony sprawled out near the edge. His fur was a dark brown and his mane very grey. As he heard her trot up towards him he raised his head to see who it was.

“Shwat is a reglur pony luk ya doin’ her?” He slurred, the smell of alcohol on his breath.

“Are you Duke Bristle?” Twilight asked, just to be sure.

“Aye, ye got me. Now shwat do ya wan’? Luckily for Twilight, it probably wouldn’t take much of the rum to get him ready to tell his tale.

“I’ve got some rum for you if you’ll tell me about the town.” Twilight used her magic go pull the rum around into his view.

“Rum? That’d be shwell. Gi’ it her’ filly!” He reached his hoof out for it, flailing it around until Twilight lowered it to his level. He quickly took a few swigs of it. “That’sh bettah! So ya wan’ tah hear me tale?”

“Please,” Twilight begged, “I need to know everything I can about this place before it gets dark.”

“Well, quite a few years ago, our lil’ town wa’ ‘bout tah collapse, ya know? So ol’ man Marshmellah wen’ ou’ ta find somfin’ tha’ could save the tow’. We’ he came back wif a big ol’ bag o’ gold. Bu’ this aint ordinary gold. Nah this wa some strange whitish gold. Well, ba’ then, we didn’ know no bettah and just wante’ ta save the town! An’ so we went wit’ that damn Marshmellow feller. Claimed he traded wit some islan’ ponehs. I uh know wha’ he did thar, bu’ it made us rich so we di’in’ care none. Well, few years latah and he says he can’ fin’ none o’ them islan’ ponehs. A few weeks latah an’ lil’ Stormy Storm went missin’. Tha night aftah he disappear we hear chanting comin’ out from Devil Reef and see these lights then we hear a horrible scream. Nex’ few week Ol’ Rootbeer Marshmellah say he foun’ gol again. Woun’t say where from though. So we all ge’ suspicious. Tal’ abou’ kickin’ ol’ Marshypants outta town. Well, a week latah, there be this awful soun’. A bunch o’ these horrid beasties come out o’ the sea and start tearin’ appart everypony. There, there wa’ blood e’erywhere. I was jus’ a colt then. I hid. The monsters, they kill’ nearlah every pony ah knew, and took abou’ half o’ the town. I miss ol’ Dreamsickle. Anyway’ aftah ah tha’, them folks that was left were all forced by ol’ Marshmellah to join this order ah dapon thin’ so them creeps wouldn’ return. What else woul’ we do but accept. Town ain’ been right since. Ya see, filleh, you ‘on’t jus’ cut up animals for these thin’s. Nah, you gotta marry ‘em! Hell, ain’ a fellow from Innsmareth who aint trunin’ intah a deep ‘en these days.”

Twilight interrupted, “Deep one? What’s a deep one?”

“Them terrible beasties, ain’ you listenin’? Them things kinda hop arroun’ like frogs. Look a bit like ‘em too. Like some fishy frog ponies. Bu’ erryone now’a days is turnin’ inta one. Ya see, the final rite in the order is ta mate wi’ ‘em. Hell if I’d do that, bu’ all o’ the ol’ Innsmareth folk be turnin’ inta them, so tha’ mus mean I’mma the only one with brains left!” He chuckled at the thought. “Anyway, that’s the story. It’s gettin’ late filly, you wouln’ wan’ to be here when those fish ponies come out. They don’ like outsiders.”

“So I’ve heard. Well thanks for the time. It’s given me a lot to think about.”

“An’ thank ye for the drink. Was most appreciated.” Bristle said as she left.

Twilight figured half of it must have just been the alcohol talking, but some of it did match up with reports from the town she had read. Perhaps these ponies really were bad. Either way, the sun was getting low in the sky and she needed to get out soon, so she headed back into the middle of town. About halfway into town she heard some scratching on a door then a horrifying screech come from the other side as a deformed hoof, that appeared to be growing appendages and claws, burst through the wooden door. Twilight shrieked and galloped as fast as she could towards the middle of town, slowing to a canter so as not to alarm anypony.

She reached the middle of town to find the carriage still sitting there and the carriage pony was coming out of the inn.

“I just remembered I have something really important that needs to be done, is there any chance you could make a quick trip back to Hoofington? I would be very greatful and would pay you two hundred bits. Please?” Twilight pleaded, though trying not to sound too anxious to leave the town, though admittedly was doing a poor job at it.

“Cart’s broke. You’re just going to have to stay the night!” The carriage pony croaked at her.

“But it looks fine to me!” Twilight said, inspecting the carriage for any problems.

“Take my word for it as the pony who pulls it. It’s broke. Now go inside and rent a room.” He rudely croaked at her again.

Twilight didn’t like this. Something was fishy. She went inside and the man at inn’s desk was the most horrifying looking pony she’d seen so far. He still had a bit of a dirty white mane left, but nearly all of his fur had fallen off. His skin was white and flaky and his eyes were wider than she thought physically possible. He just kept staring at her, never blinking, looking as though his eyes were going to jump right out of his head and attack her.

“Can I help you miss?” He said with the most guttural croak she’d heard so far. Had it not been for his calm manner of speaking, she’d have thought it was a frog.

“Um,” Twilight stammered, “I guess I could use a room for the night.” She became very nervous as this strange pony grinned as though he was overjoyed that she wanted a room. Normally it wouldn’t have been such a bad thing, but from someone like him and in a town like this, that was just disturbing.

“Right this way, miss. We don’t have guests too often, so forgive us if the room seems a little unkempt.” He said in his calm and welcoming, yet insidious voice.

Twilight was more terrified than she had ever felt in her life. She forced herself to think of Pinkie Pie’s advice for dealing with fears and giggled a little.

The inn keeper turned around and looked at her with a puzzled look, “Is something funny?”

“No, I just thought of something a friend of mine said.” Twilight quickly, trying not to cause suspicion of her fear.

“Very well, here’s your room.” He said as he brought Twilight up to a numberless door and showed her inside. “If there’s anything you need, miss, let me know.”

Twilight thanked him then went in and shut the door. She was relieved to be safe in a room, for now at least. She saw that the door had a bolt on it and bolted it, then pushed the nightstand from the bed over in front of the door for safe measure. Nopony would be getting in. Unfortunately, it seemed as though this was an adjoining room and the other door had no bolt on this side. She no longer felt comfortable in her room so she moved over to the other room, closed that door, bolted it, then bolted the door to the hall way in this new room, pushed this room’s nightstand in front of the door and tried to get to sleep.

((ANNOUNCEMENT))

For anyone who is actually interested in this story, I've started writing the sequel. It will probably be some time before I finish, but it is in the works and I've got some great ideas for it that I will thoroughly enjoy writing and I hope will be enjoyed by the readers.