The Last Something Sweet to Bite

Chapters

The Best Revenge
Dream a Little Dream of Me
In Sickness
After School
Food for Thought
Research
Devils Night
No Escape
They're Here
They Won't Stay Dead
The Trick is to Stay Alive
Who will Survive, and What Will Be Left of Them?
Everyone's Entitled to One Good Scare
Where Do We Go?
The Night She Came Home
Return to Candyland
Memories
Showdown
A Return to Reality
The Wake
Curtain Call
Prologue
Welcome to Our Nightmare

The Best Revenge

In spite of herself, her stomach growled.

"Ugh, I can't believe we're back to this," came the exasperated words of a young girl who's features were partially hidden by the hood of her jacket. Her face was lost in shadow, though she stood beneath the moonlight and the steadily buzzing fluorescent lamp that served as the only light source in the back alley. She was not alone as two other figures, similarly dressed, stood nearby. One was clearly on lookout for anyone coming around the corner while the other meticulously, but hurriedly, rummaged through the dumpster behind the restaurant.

"Quiet down Aria, or do you want to get caught dumpster diving... again?" the harsh reply from the one busily sorting through several containers. Most were empty, but some were still full. Some were even still warm. They would eat well tonight.

"We wouldn't have to be doing this, again, if it wasn't for your stupid schemes Adagio," cried Aria Blaze, her purple hair spilling out of her hood as she pushed it back, ignoring the warning in the others voice. "If you two would just follow my lead, I bet we wouldn't have lost our gems in the first place."

"We lost the gems because we were defeated, Aria! Not just me, but you and Sonata as well. We lost. That's all there is to it," Picking out three likely looking containers she opened the first. A fat roach scurried away from the light as she opened the to-go box. She could feel its tiny legs scurry across her knuckles as it dropped back into the darkness of the dumpster. Adagio Dazzling shivered, but she suppressed the instinct to scream and brushed a curl of orange hair out of her eyes. She had more self control than that. "We've lived on the streets before. We know how to survive. All we need to do is bide our time while I come up with a plan for us to get our revenge."

"Oh, and I'm sure it will go as well as your last plan," growled Aria crossing her arms. "I still say we should get out of here. Maybe find that portal that those students were gossiping about. We could go back to Equestria, reclaim our real birthright!" she threw her arms up for emphasis before going on, "Don't you miss it? The soft lullaby of the waves? The cool depths of the sea? We could have that again, along with our real bodies!"

Adagio turned slowly, a scowl on her face "Have you forgotten where that portal is supposed to be? Canterlot High. I suppose you think they'll let us just walk onto campus, 'Oh, pardon us, we know we tried to enslave you all, but could you just let us poke back through the mystical portal that would let us return home?'", she pantomimed the scene, talking to the lamp post as if it were one of CHS's many students, "I'm sure that would go over swimmingly! Hah!" Despite the need for stealth she couldn't quite contain that bark of laughter at such an absurd idea.

"We could try apologizing," thought Sonata aloud, joining the conversation. Her companions glared at her. It was clear this wasn't the first time she had made this suggestion. "I mean, it's not like we'd have to really mean it or anything. That school has already let Sunset Shimmer into their good graces, and she tormented them for years! So what if we... controlled their minds a little? I'm sure they'd accept us if we just said we were sorry! For realsies!" The earnest look on her face was enough to make her cohorts grimace.

"I'm sure they wouldn't see through that ruse at all Sonata," replied Aria with a smirk. "Why don't you go try it out and let us know how it goes. We might even visit you in Juvenile Detention. That is, unless they decide to try you as an adult. On the other hand, I'm sure it's 'Taco Tuesday' everyday in prison."

"You really think so?" asked Sonata Dusk with an excited grin, her hood falling away to reveal her long blue ponytail.

Adagio rolled her eyes, "No you idiots. Apologizing isn't going to get us what we want, and neither is running back to Equestria with our tails tucked between out legs."

"But we don't have tails anymore. Do we? I know we got our fins back briefly, did we get our tails too and I didn't notice?" Sonata looked back over her shoulder to make sure, and began to spin in a tight circle, trying to get a good look at her own backside. Aria put one hand to her forehead and closed her eyes while Adagio's expression made it clear she was fighting with every fiber of her being not to fill the alleyway with echos of her expletive filled rage.

"No you buffoon!" she hissed instead, "Pay attention! What we want isn't to return home, or to get into those idiot high schoolers good graces! What we want is revenge, pure and simple, for the humiliation we suffered at their hands! It's their fault we lost our gems, their fault that we're not flush with Equestrian magic, and their fault that we're back to living on the streets! I don't care how long it takes, I don't care if we have to sleep under bridges or on park benches or even eat out of the trash! Whatever it takes, we are going to do it until we are avenged!"

"Perhaps I can be of some assistance with that?" voice from a deep shadow in the alleyway with a high pitched giggle. It was hard to tell how long the cloaked figure had been standing there. Unlike the others, who merely wore ragged hoodies to hide their faces, the new comer was draped in a garment that looked like it had once been a pets blanket. The smell certainly seemed to indicate as such. Even so, she didn't seem like the half senile beggars the former Dazzlings had to sometimes fight with over scraps of food and shelter.

"Sonata, you were supposed to be keeping watch!" chided Aria.

"I was! I am! I mean..." stammered Sonata as she backed away from the cloaked figure, a look of apprehension on her gormless face. "I have no idea where she came from."

"Further than you might think," laughed the newcomer girlishly. There was something familiar about her voice, but also something haunting and strange, "but that doesn't really matter. What matters is what we can do for each other."

"And why exactly would we do anything for you, scruffy? We're not exactly looking to do anyone's dirty work right now," Adagio said disdainfully, unconsciously brushing a bit of garbage off her shoulder. "We've got plenty of dirty work of our own to deal with."

"Perhaps I could make it worth your wile? If you do as I say, you would be rewarded," continued the stranger.

"Hah, what do you have that we could possibly want?" asked Aria dismissively.

"These," the mysterious figure replied, as she withdrew three necklaces from the folds of her cloak. In the dimly lit back alley, a ruddy light suffused the world in crimson shades. At the end of each dark chain a gem, the deep shade of fresh blood, glowed gently. There was no mistaking them. They had once belonged to the Dazzling's after all.

"Our gems!" cried Sonata, her and her compatriots instantly mesmerized, "Oh my gosh, oh my gosh, how did you fix them!?"

"She didn't," replied Adagio before the stranger could, "Look at them closely."

It was true the gems appeared the same, but the chains that held them did not. They were old, incredibly ancient looking, stained by time and possibly something far darker. On closer inspection the gems themselves were more than a little dull, chipped, and cracked. They only shown so brightly from the massive amount of magic that they contained, far more than the Dazzling's old gems had possessed. "It's true that these are not yours," replied the stranger, "But they can be. All you have to do is exactly what I tell you to do. It will be a task you may even enjoy, and I'm sure it will more than satisfy your thirst for revenge. Do we have a deal?"

"And what's to stop us from just beating you up and taking them from you?" asked Aria pounding her fist into the palm of her hand. "There's only one of you and three of us, after all."

This didn't get the reaction that Aria had expected. The cloaked figure suddenly let out a high pitch burst of laughter that echoed through the alleyway, loud enough perhaps that it rang throughout the town as well. It was enough to unnerve even the usually unshakable Aria. "You're more than welcome to try," said the stranger suddenly seeming to loom large in the scarlet light from the gem stones, "Only I can't promise you would survive the way you are now. So weak, pathetic, and utterly spent. Barely worth a second thought," With a quick gesture she tucked the necklaces back into her robes. "Though if you wish to refuse my offer, I'm sure there are others who would be willing to take my bargain."

"Wait, wait, now just wait a moment," said Adagio hurriedly. She motioned the other two to come to her and the three huddled together. What followed was a flurry of harsh whispers.

"She is like, way creeping me out," said Sonata in a voice that was just barely quieter than her speaking volume.

"I don't like her either," added Aria, "If she wanted us to do her bidding so badly, why not just use the gems to make us?"

"Probably because she can't," hissed Adagio, "Which means we have the advantage. Did you see how fiercely those gems glowed? I haven't seen any stones so powerful in a thousand years! Perhaps even longer! We can't afford to pass this up."

"I thought you were all for toughing it out on the street until you could come up with a plan?" asked Aria snarkily.

"Things change sister. I'm as sick of digging through garbage for dinner as you are, and this is our ticket out of this dump," replied their leader bluntly. For once, Aria couldn't argue with that.

"But she's really, really creepy! How do we know we can trust her?" whimpered Sonata. "what does she even look like under those rags she's wearing?"

Adagio looked to Aria, who gave a curt nod of her head. Breaking the huddle the Dazzling's stood in formation, each with a hand on their hip. Their leader stepped forward, "Well you certainly have our attention, and I'm sure you drive a hard bargain. Just one thing..." Adagio pulled back her own hood as she asked, "Who are you? Who's the mystery woman who comes to us offering Equestrian artifacts of such obvious power? Show us your face."

Without saying a word, the stranger pulled back her cloak. The gasp from the three must have been worth it, because she started to giggle as they exclaimed in surprise.

"Oh wow!"

"No way!"

"You've got to be kidding!"

"Hey you bratty kids, quiet down back their or I'm calling the cops ya little hoods!" cried an adult voice from the front of the restaurant.

"Well now, isn't this an interesting development," said Adagio with a grin as she stroked her chin. "I think it's safe to say we're more than interested. I'd even go so far as to say we have a deal," her face twisted into an evil smile. "So what's the plan?"

Dream a Little Dream of Me

She sat bolt upright in bed, hitting her forehead on a low hanging rafter. The blow was hard enough to make her flinch and roll around in her bed for a moment, holding her head as it throbbed in pain. Though she had come to love a many things about this world, the exposed cross beams in Principle Celestia's attic were not one of them. The pain ebbed away but she could feel an egg shaped knot taking form on her forehead. "What a great way to start the day," Sunset Shimmer grumbled to herself with a little moan as her fingers brushed against the injury. At least she wasn't bleeding.

What had caused her to awaken so suddenly anyways? As far as she could tell, from the slatted window on the far side of the attic, it was grey and overcast outside. Perhaps there had been a peal of thunder from a nearby bolt of lightning? Sunny listened intently, but there were no tell-tale pitter-patters of rain on the roof above her head, nor did she hear so much as a low rumble of fading thunder. So what then had awakened her with such a start? Vaguely, as the ache in her head subsided further, Sunset recalled that she had been dreaming. Was that it? Had she had a bad dream? It was difficult to recall, but perhaps that was it.

She remembered dreaming that she had been back in Equestria, the palace in Canterlot to be precise. She had a vague feeling it was meant to be the night she had snuck back through the mirror portal to retrieve, what she thought at the time, was her rightful crown as the soon to be princess of Canterlot High. The memory made her wince. Remembering how far gone she had been back then never ceased to make her uncomfortable. The very idea of trying to use all her new friends as a puppet army to take over Equestria filled her with an intense dread and nauseous feeling whenever the memory crossed her mind. In her dream though, she had felt that way for other reasons. The castle had been abandoned, the furniture was all broken down and coated by a thick layer of dust. There were no ponies around what-so-ever, and though she could dimly sense the Elements of Harmony, they felt miles away.

For whatever reason, the vagaries of sleep or the blow to her head, she had difficulty remembering the rest of the dream. She tried harder to recall as she dangled her feet over the edge of her bed. The city outside of the palace had been wrong, she knew that much. It had been just as abandoned as the castle and shrouded in fog, but that hadn't been what had disturbed her. She vaguely recalled a song, one she hadn't heard in a long time, and a snatched bit of childish schoolyard laughter. The rest was a blur of images, bright colors, sharp smells and...teeth? Why had she been dreaming about teeth? Her head throbbed as she tried to remember and she slowly untangled herself from her twisted sheets. That's when her eyes lit upon the glowing digital readout of the alarm clock on the chest of drawers on the other side of her bed. The digits silently, but urgently, flashed 7:45. She'd forgotten to select a radio station for her clock radio, so when the alarm had gone off it hadn't made any noise.

She was going to be late!

Sunset jumped out of bed, barely missing the same cross beam she had banged her head on when she awoke, and hurriedly began to dress. "What a great way to start the day!" the fiery haired girl growled as she tugged on her dress and searched frantically for her jacket and her book bag. It was bad enough for other students when they were tardy, but they didn't live with the principal and the vice principal. If she didn't get a move on, it didn't matter how much progress she'd made since the last Fall Formal, there was no way she'd be allowed to attend the one this year! Dragging a brush painfully through her tangled hair, she grabbed her book bag and thundered downstairs. Sunset vainly hoped there would be at least a little time to grab some breakfast, maybe a doughnut or something.

She didn't know why, but she felt a craving for something sweet to bite.

School that day wasn't much better than her rough night and rude awakening. Sunset didn't have time to visit with any of her friends before classes started, barely skidding to a halt in front of Miss Cheerilee's room as the bell echoed through the halls. Soaking wet, Sunset had been caught in a sudden downpour as she had made the short run to Canterlot High. She apologized as she dripped across the classroom, drops of rain water falling on other students papers and book bags. Finally reaching her desk Sunset thought she could, at last, relax.

And relax she certainly could.

Unfortunately class just never seemed to end! Boredom was somehow worse after the adrenaline rush of trying to beat the clock to class. Sunset Shimmer could have sworn she actually saw the minute hand tick backwards once or twice now that she was sitting at her desk. It wasn't that she was a bad student, far from it, it was just that she had studied intensely with Princess Celestia for years before she had ever even set foot into this school. True, most of that had been magical studies, but the complexities of Algebra 2 paled in comparison to the intricacies of advanced thaumaturgical dynamics. It didn't help that, despite sleeping in, Sunset's dreams didn't seem to have been all that restful. She found herself fighting her bodies natural impulse to slowly lower the lids of her eyes and lay her head on her desk. After almost being late and causing such a scene with her entry, the last thing she wanted to do was attract more attention by falling asleep in class.

She was fighting hard as she closed her eyes for a moment. It was only a moment... Or so she thought.

When she opened her eyes again, however, all the desks around her were empty. Not just the students, but the teacher was gone as well. She panicked, was it possible she had slept through the rest of class? The door to the classroom stood open. Getting up from her desk and grabbing her things, she rushed towards the hall outside. Perhaps it wasn't too late to make it to the next class? Outside in the hallway, everything seemed equally deserted. Had she managed to nod off in class and sleep through the rest of the school day entirely!? Why hadn't anyone woken her up?

As these thoughts raced through Sunset Shimmers head, she noticed that she was not as entirely alone as she had first thought. Far at the end of the hall, by the emergency exit, there stood a tiny child. She didn't move or even so much as speak, but a wave of dread crept over Sunset. The child didn't look old enough to be in high school, indeed she looked much younger than Applejack and Rarity's little sisters. Facing away from her as she did, Sunset couldn't tell much else about the child aside from what she was wearing. The raggedy patchwork dress that draped the girls tiny frame was covered in filth. The thick, foul coating seemed to extend down the lengths of her stick thin arms and legs as well, dripping into a tiny pool around her bare feet. Her long hair, equally encrusted with dreck, was glossy as a ravens wing and a vibrant crimson.

The lights in the hall began to flicker, like something out of a bad horror movie that Pinkie Pie had convinced Sunset to watch once upon a time. Indeed, she had the sense that what she was seeing wasn't what was really there, but somehow rather the way her mind had chosen to represent something too terrible to readily comprehend. As if sensing Sunset's realization herself, the small child laughed softly. Slowly she began to turn her head so that Sunset could see the rows of sharp teeth in the mouth that had let forth that girlish chuckle. Then the rest of her body turned as well, causing the shocked Sunset to gasp in surprise. The child had no eyes, only vacant bloody holes that a pair of swirled lollipops had been jammed into. None the less, the sweets locked onto her gaze as if the monstrous child could see her through them. The girls razor toothed grin only widened at Sunset's shock.

That was when she began to sing.

"Nightmare Night...What a Fright..." sang the horrifying child as she began to walk slowly down the hall. Sunset was frozen in place, suddenly paralyzed less by fear and more by a force that seemed to grip her in tight iron bands around her chest. She couldn't run, she couldn't scream, she couldn't even so much as blink or turn away. The floor squelched as the little girl came closer, and Sunset Shimmer could see now what had happened to the other students and to her teachers.

"W-what's going on?" Sunset stammered. The hallway was smeared with blood and gore, the lockers, the ceiling, even the flickering light fixtures. Larger lumps of viscera fell from the ceiling with a damp plop on the piles of bodies below. The students littered the hallway, torn to pieces. What little was still recognizably human had been gnawed on by many tiny, sharp teeth. The same blood stained teeth that lined the horrible child's smile. Her feet glided smoothly over the bodies, slipping only once as they popped a wayward eyeball, but that seemed only to make her grin more fiercely. "Stay back!"

She was so close now Sunset could smell her, almost taste the revolting sickly sweetness of her. That sharp, shark toothed mouth filled her vision as the girl seemed to grow to fill up the hallway. Indeed the hall seemed to have become her throat, her mouth was the door, and Sunset could see deep down inside the child. All the way down into the hell that was waiting, with eager grins all their own, to welcome Sunset Shimmer home. "Give us something sweet...to...b-"

The rap of the ruler against Sunset's desk made her wake with such a start that she fell out of her chair. She could still feel the iron bands of panic clasped tight around her chest, the creatures teeth sinking into her skin. As the classroom erupted in laughter she looked around wild eyed, trying to get her bearings, slowly realizing that the nightmare was over. Her friends were all still here, all still alive! Miss Cheerilee crossed her arms and glared at Sunset for a moment as the teen smiled sheepishly and tried to retake her seat. She couldn't believe she'd fallen asleep in class!

Cheerilee looked as if she was about to give Sunset a talking to, when the lunch bell rang. Her classmates laughter faded away in the sudden rush for food. Taking advantage of the distraction, Sunset managed to slip out of the classroom before the teacher could corner her for a lecture about growing girls needing their rest, but not in her class. She knew she'd be hearing it all later from Vice Principal Luna, who took a dim view on such laziness, but that was a problem to worry about later. For now, Sunset couldn't help but wonder why her dreams had taken such a dark turn.

Or why the song that the monster in her nightmares had sung had sounded so familiar?

In Sickness

"Whoo-wee Sunset, ya look more wore out than Granny Smith's old tractor," said Applejack with a look of concern as Sunny set down her lunch tray at their usual table, "And she inherited that from my great-great Aunt Appleseed! That's a right nasty goose egg ya got on yer forehead there too. Are ya feelin' alright?"

Sunset sat down with a flop, her hair nearly ending up in her mashed potatoes and gravy, "I guess? No, not really. I've been having an awful day," she said, moving around her food listlessly with a spoon. "I've been sleeping terribly lately and I think it's starting to catch up to me."

"You and everyone else darling." said Rarity as she finished daintily chewing a piece of watercress sandwich, "Why, I've barely been able to get my beauty rest at all with the Fall Formal right around the corner. I've had students and even a few teachers dropping by my little sewing room for adjustments to their attire. Of course, I've been helping Pinkie Pie with the party planning as well. Between all that and classwork, it's a wonder I've had time for any rest what-so-ever!" she cried dramatically while taking a file to, what looked to Sunset Shimmer, a flawless fingernail.

"Can't say Ah've been gettin' the rest Ah really need lately come to that. What with that fruit bat infestation back at the farm and all, Ah mean. Fluttershy's been a big help getting the new sanctuary up and going though," added Applejack, smiling across the table at her animal loving friend. It seemed that there was something vaguely awkward there, so she quickly add, "Ah reckon Ah have noticed a few students looking a might haggard and apprehensive though," Applejack continued thoughtfully. "Ah 'magine it's only natural after what happened at the last Fall Formal. No offense Sunset."

With a heavy sigh, Sunset responded with her routine reply, "None taken."

"Oh, well I'm sure it's not all Sunset's fault," said Fluttershy quietly over her salad. "I mean like you said AJ, we've been busy relocating the fruit bats in your orchard, Rarity and Pinkie Pie have been busy planning the formal, and Rainbow Dash has been..." The meek teenager suddenly stopped, as if she realized she was about to say something she shouldn't. "Er, I'm sure she's been very busy as well."

"Do tell, darling!" said Rarity closing her compact mirror with a snap, suddenly very interested in the conversation. "I've heard that Rainbow Dash has been skipping soccer practice lately. How very unlike her. Do you suppose it might have something to do with the rumor that she's been caught sneaking around with a new boyfriend?"

"Boyfriends, actually..." replied Fluttershy, blushing brightly as she stared down into her lunch. "She's been, um, busy every since she started campaigning for Princess of the Fall Formal."

Sunset's eyes shot up from her meal upon hearing this, a fork full of food halfway to her mouth hanging in the air, "I had no idea Rainbow was interested in pursuing the title this year."

"Well Ah reckon the Fall Formal is just another form of competition," said Applejack reasonably. "Y'all know how much that gal loves ta compete."

"Oh well naturally, that's no surprise!" laughed Rarity with a knowing smirk, "But it is odd that she's chasing after boys. Rainbow Dash just never seemed like the type that would be interested in that sort of thing." she scrunched up her face and made a dismissive gesture as she continued, "All those sports, and sweating..."

"Yeah she's always been a might busy for romance," agreed Applejack after a sip from her juice box.

"No dear, I mean she never seemed the type that would be interested in boys, if you know what I mean," insinuated Rarity, waggling her perfectly groomed eyebrows.

"Ah don't follow," replied AJ, genuinely perplexed.

"Maybe she's secretly been replaced by an alien from another world that's luring unsuspecting boys to her lair where she can eat them up where no one can witness her terrible deeds!" cried Pinkie Pie, suddenly appearing with a lunch tray piled high with cupcakes, pancakes, and other sweets topped with a tower of whipped cream. None of the girls had noticed her arrival at the table. "Or maybe she just wants to find the perfect date to help her chances of winning the crown," the pink haired girl finished with a shrug.

"Pinkie, have you been staying up with Maud watchin' them Sci-Fi and Horror marathon's again?" asked Applejack a might perturbed.

"Well yeah, I mean nothing else is on when I'm up so late designing the banners and making confetti and streamers for the Fall Formal. It's that or infomercials, and Mom said I can't watch those anymore since I maxed out Dad's credit card ordering the Confetti Cannon 9000 for five easy payments of 99.99 plus tax, shipping, and handling!" Pinkie frowned a little after admitting to this, "It was supposed to be for his birthday."

It was Sunset that broke the awkward silence that followed, "Say, where is Rainbow Dash anyways? Lunch period is almost over and I haven't seen her."

"I think I saw her going into the nurses office," replied Pinkie Pie brightening. "She was pretty pale, so maybe she was feeling sick?"

"Well now that's peculiar in itself," said Applejack tilting her hat back on her head, "Ah never known that girl to be sick a day in her life. Reckon we ought to go check up on her before next period?"

"I'll go," said Sunset Shimmer rising from the table, her food uneaten. "You girls finish your meal, I'm not very hungry today anyways." Besides, thought Sunset Shimmer as she waved goodbye to her friends, I'd like to have a chance to talk to Rainbow Dash about her ambition for the Fall Formal.

The hallways were deserted, disturbingly not unlike in the nightmare she had when Sunset had fallen asleep in class. It was somewhat unnerving, but she could still hear the loud, rambunctious noise of teenagers enjoying their lunch period resonating behind her. Those familiar, if boisterous sounds comforted Sunset. She smiled as she thought of all her friends having fun, but she knew she couldn't rejoin them until she laid her sense of apprehension to rest. Though she was curious as to why Rainbow Dash had decided to run for Princess of the Fall Formal, that wasn't the only reason she wanted to talk to her. She had a bad feeling that there was something wrong. There was something off about today.

Sunset had become sensitive to the presence of dark magic after having dabbled in it herself for so long. She'd felt it not long ago when the Dazzlings had tried to take over the school. While it wasn't quite the same feeling as she had back then, there was a sense of dread that sat in the pit of her stomach and refused to move. That's why she almost jumped out of her skin when she heard raised voices come not from the door to the nurses office she now stood in front of, but the vice principles office that was just a little ways further down the hall.

As swiftly as they had arisen, the shouts were hushed, and Sunset thought she saw a figure looming on the other side of Vice Principal Luna's door. Ducking quickly into the nurses office so as not to be seen, Sunset Shimmer hid herself, but left the door open a crack so she could still hear the muffled words coming from Luna's office. They were quieter now, but not so quiet that the pony in a teen-aged body couldn't still piece together what was being said.

"We need to take her to a hospital! I'm not qualified to give her the care she needs!" came a strained voice that she sounded like Nurse Redheart, "I could lose my nursing license over this!"

"Calm down,"replied a much more level voice, though perhaps just a little raised to speak over the somewhat hysterical nurse. "The proper authorities have already been notified. This is not the first... Incident of this nature here at CHS. There is protocol to be followed."

"Protocol, what protocol?" hissed Nurse Redheart, "I've never seen anything like this before. Are you telling me there are other students that have suffered from this... this disease in the past?"

"Only recently. Principal Celestia and I are aware of a small rash of outbreaks, as are the local authorities," reassured Luna, "The safety of CHS's students and the peace of mind of their parents are of the utmost importance to us. This is why the unpleasantness with Sunset Shimmer and, later, the Dazzlings were never made public," Sunset recognized the tone in Luna's voice. She could just picture the Vice Principal steepling her fingers in front of her chin. "Neither will this incident be made public, until such time it is deemed that there is a viable threat to the safety of the other students or the public at large. Have I made myself clear?"

"I can't believe you can be so calm about this!" replied the nurse, clearly at a loss for words. She paused for a moment, just long enough for Sunset Shimmer to detect the sound of heavy breathing. It sounded much closer than the two arguing adults. In fact it seemed to be coming from right... Behind her. As Sunset slowly turned, she could feel a chill run down her spine. In the distance, Nurse Redheart rallied, "If this isn't the only case then we have to assume that this is contagious. Unless we institute some kind of quarantine right now, there's no telling how many students might be infected! How many students probably already are! We can't just keep her here!"

But Sunset didn't hear the rest of what was said. She was too pre-occupied with her own problems. The nurse's office looked normal. There were the same jars of cotton swabs and Popsicle sticks, along with Nurse Redheart's various paraphernalia for checking heart rate, blood pressure, and temperature. The scent of disinfectant was overpowering, but that too was the same as usual. Sure things were a little untidy and the thin paper sheet over the examination table was crumpled as if someone had recently sat upon it, but that was more an indication of sloppiness than anything truly wrong. Though, Miss Redheart had never been one for sloppiness. One would have to know how meticulous Nurse Redheart was about the tools of her trade to recognize the rush she was in when she had left her office. The reason, Sunset Shimmer could only assume, must involve the silhouette of a young girl that sat slumped behind a privacy curtain. Unsurprisingly, it was this that was the source of the heavy breathing.

"Of course we can't keep her here. But neither can we risk exposing her to the other students, as you have said," Sunset heard Luna answer authoritatively over the sound of the mystery girls labored breaths. Sunset Shimmer had always hated that tone of voice, especially when it was telling her what time to go to bed. "That is why we will wait until after classes have ended for the day, and then we will move her off campus quickly and quietly as possible. Her parents will be notified then and the matter will be in their hands from that point forward. Until then, you are to keep her company, and if you must leave your office you will keep it under lock and key."

"This just doesn't seem right to me. Shouldn't we let her parents know now?" asked Miss Redheart. Sunset Shimmer agreed, but then, she didn't know what was wrong with the poor girl, or indeed even who she was. A sudden mad impulse seized Sunset Shimmer. She needed to know who was behind that curtain. Pinkie Pie had said she saw Rainbow Dash going to the nurses office. What if it was Rainbow Dash suffering all alone? Even if it wasn't her, what if it was someone Sunset had interacted with earlier today? Would that mean Sunset herself might be infected already? Would the rest of her friends end up sick soon too? As much of a risk as it might be, she just had to know. Just a peek wouldn't hurt, surely? Steeling herself, she jerked aside the curtain.

Trixie retched and doubled over just as Sunset twitched open the curtain, filling an already overflowing bucket with a thick stream of brownish red liquid. The vomit splashed on Sunset's shoes, though it was the smell that filled the teenager with revulsion and made her gag. The filth was everywhere, it drenched the floor as well as the front of Trixie's cloths. The normally cocksure girls face was streaked with tears as she looked up at Sunset with pain and pleading in her bulging bloodshot eyes. Another wave of vomit splattered the now pointless bucket and drenched the floor in a fresh coating of foulness. Sunset was almost certain she could see teeth floating in that horrid stew of what looked like blood mixed with chocolate. What exactly had Trixie eaten? Did she even want to know? There was something more in the poor things blurry glare than mere pain, and in a flash, Sunset Shimmer knew that this was a part of the darkness she had been sensing all day.

Glaring up from her bucket, Trixie's glazed eyes seemed to focus for a moment. Her filth coated lips trembled as she softly sang, "Nightmare... *gulp* Night. What a *burp* fright..." A sudden hand on Sunset's shoulder made her shriek in surprise.

"What are you doing!?" cried Nurse Redheart. She looked down at the mess Trixie had made and scrunched up her own nose in disgust. "Oh not again. Get out of here Miss Shimmer, class will be in session soon and Trixie deserves some privacy, don't you think?"

"Yes Miss Redheart, sorry Miss Redheart," replied Sunset Shimmer backing towards the now open door.

"What were you doing here anyway?" asked the nurse before she could slip away.

"I was just looking for Rainbow Dash, a friend of mine said she saw her here."

"She brought this one here about an hour ago. She's probably already at her next class, which is where you should be," Nurse Redheart busied herself trying to clean Trixie, but she only managed to smear the filth around the teenagers mouth as Trixie lunged for the bucket again. Sunset used the distraction of Trixie's great and powerful retching to slip away before Nurse Redheart could say anything else.

After School

"That sounds awful," Fluttershy said softly, "Poor Trixie. I hope she's feeling better." The rest of the school day couldn't go quickly enough for Sunset. While it was impossible to tell what parts of the school staff knew about Trixie's illness and which didn't, it seemed for the rest of the day that teachers, hall monitors, and even janitors went out of their way to steer students away from the nurses office. The latter had even gone so far as to rope off that section of the hallway for an extended 'cleaning'. Though considering the mess the nurses office had been left in thanks to Trixie's condition, perhaps that had been an expedient consideration. Not that this was a problem for Sunset Shimmer. No, she had already seen enough pieces of the puzzle to make a rough guess at its shape.

"I doubt Trixie is going to be feeling better anytime soon," said Sunset to her friends. They had gathered around her in the library. There were many other students who had stayed after classes to study, or at least pretend to do so while making use of the schools free wi-fi. Fortunately, the girls had found a spot on the upper balcony away from their classmates so that they could talk quietly, undisturbed. "If my suspicions are correct, we may all be in serious trouble."

"What exactly do ya mean by serious trouble, Sunset?" asked Applejack. "We've faced down a whole mess of trouble before now. Ah know that sickness of Trixie's sounds right awful, but is it really that dangerous?"

"I, for one, wouldn't want to take any chances with it. Not with the Fall Formal this weekend," interjected Rarity.

"Right... Cause the tragedy in all this is ya might miss out on a school party," replied AJ rolling her eyes.

"Well duh! And this weekend is Halloween you guys! Halloween! That means FREE CANDY!" Miss Cheerilee shushed Pinkie Pie from downstairs and across the room. "Sorry!" she answered in a stage whisper, before continuing talking to her friends. "There's going to be all kinds of creepy decorations and treats. It's only going to be the best Fall Formal ever you guys, it really would be a shame to miss it, especially if you were too sick to Trick or Treat too!"

"Really darling, you still trick or treat?" asked Rarity surprised. "I thought we were too old for that."

"Too old for free candy?" asked Pinkie Pie, genuinely perplexed by the concept, before narrowing her eyes in the most serious expression any of her friends had ever seen. "Never!"

"It's not about candy or parties!" shouted Sunset, receiving her own shushing from Miss Cheerilee. She blushed, but lowered her voice as she continued, "What I'm trying to tell all of you is that I don't think Trixie is sick. Or any of the other students that may have been infected. Rather, I fear they might be cursed," she finished with a dour look on her face.

The others just stared at Sunset as her words slowly sank in. Applejack was the first to speak, "Has this got somethin' to do with Equestria again?"

"Yes... No," Sunset sighed heavily, "I don't know for sure. I told you all I've been having a hard time sleeping lately. I've been having these dreams... Nightmares really, but I just thought they were memories from my fillyhood mixing with everyday life. My most recent dream, however, was just so terrible I..." she paused as Rarity laid a comforting hand on her shoulder. It was only then that Sunset realized how badly she had been shaking, shivering even. Her nightmares had effected her far more than she had thought. In the presence of her friends, with Rarity's steady hand for support, she felt herself calm and the shaking subside. "There was one part of my dream that stuck with me throughout the day. A childish rhyme that, at the time, I thought was meaningless. 'Nightmare Night, what a fright, give us something sweet to bite'," she sang in nervous, hushed tones as she brought out the book that Princess Celestia had given her a lifetime ago. "I think I've told you all before that there are as many things that are drastically different as there are the same between this world and Equestria. While we don't share all the same holidays, for example, there are many that share similar elements. Back where I'm from, for instance, we have a holiday that is very similar to the revelries you all have around the winter solstice called Hearths Warming. We also have a holiday that is very similar to your Halloween and Day of the Dead celebrations."

"I'm not sure I like where this is going," said Fluttershy, cuddling a baby bunny she had snuck into school for comfort.

"The holiday isn't the problem. Not really," Sunset added quickly. "Just like you guys, we dress up in costumes, put up creepy decorations, and pass out treats. Everyone in Equestria thinks that we do this to ward off the evil of Nightmare Moon. It's gotten kind of silly in fact, as I understand from Twilight, Nightmare Moon doesn't exist anymore having reverted back to Princess Luna thanks to the Elements of Harmony."

"Wait, wait! Whoa. Vice Principal Luna was a bad guy!?" cried Pinkie Pie as the rest of the library shushed her in unison.

"Things in Equestria are similar to things here, but they aren't the same," reminded Sunny as she fiddle nervously with her hands. "A thousand years ago Nightmare Moon rose up against Princess Celestia in an attempt to rule all of Equestria in order to bring about night time eternal. Nightmare Night, a holiday that was originally intended to honor Princess Luna slowly became a night to fear her instead. It still maintained the same sense of revelry and mischief that you would associate with your Halloween, however it would serve as a reminder of the deep scars Luna's betrayal had left on her subjects. But as I say, the holiday was originally meant to honor Princess Luna, or at least that's what it says in this book," she paused to open the tome in question. "This journal wasn't just a means of communicating with Celestia, but also a study guide, and it seems it was important to her that when I was her student I learned that her sister Luna had not always been bad." Sunset Shimmer's words came to a halt. It was still hard for her to remember the time when she was Celestia's favored student, and more so how she had thrown it all away.

"Well go on dear," coaxed Rarity giving Sunset's shoulder a squeeze, "If you think there's something in that book that can shed light on our current predicament, by all means don't hold back."

Sunset Shimmer gave her head a little shake, trying to clear away a few painful memories. She took a deep breath and continued, "The true origins of Nightmare Night go back more than a thousand years. It started with a plague, one that ripped through the ancient world and effected several settlements. It's important for you to understand that while technology in this world took time to develop, even in the ancient world that much of magic had already been mastered. It might even be safe to say that magic was more potent in ancient times as compared to how it is in Equestria now, largely tamed by unicorn kind and the Alicorn Princesses. Even so, for all the ancient ponies power, they seemingly had no way of stopping the spread of this infection. Worse, the ponies who were afflicted by this diseases didn't just die. They had a habit of lingering on, not dead, but not entirely alive either. The only thing they had in common, at first, was that they all sang the same song in a trance like state..."

"S-so they became z-z-z-zombies?" stuttered Pinkie Pie dramatically.

"Not quite... Not as you'd think of them anyways," Sunset flipped through the pages of her book and frowned. "I'm afraid there's not really that much more information from that era. It seems the Princesses didn't want later generations to know the dark times they had suffered through, at least not in any great detail. What's left seems to be scattered in old legends and fairy tales. Stuff foals *ahem* stuff children told one another around campfires. All I know is that the symptoms Trixie was showing are very similar to those described of the cursed. Whats more, there seems to be an implication of the source, though perhaps not of the cause of the curse." Here Sunset looked around the library making sure no one was in ear shot before whispering, "You have the boogieman in this world, yes? Where I'm from the stories we told of a creature that lurks in the shadows and gobbles up children was Nightmare Moon. Now that I'm older, I realize how silly that was," she paused for a few heartbeats while her friends leaned in closer to better hear her words. "But I think Nightmare Moon was just a stand in for a darker creature, one that has almost faded from Equestrian history altogether. There was a story I heard from one of the librarians in Canterlot, only once, before she was exiled from the palace. I didn't understand why at the time, after all it was just a story. But now I think it's because of this story, that I'm about to tell you, that she wasn't allowed to be near me or the Canterlot Archives ever again. Let me tell you the story... of the Candy Mare."

"Once upon a time..."

Once upon a time, as many of the old stories go, there lived a happy little filly with her mother and father. They were earth ponies, and their lot in life was to tend the earth, even as it is today. But back in those days, before the Two Sisters ruled, it was the unicorns who were responsible for all magic in Equestria. Unlike today, there was strife instead of harmony, as the different pony tribes didn't trust one another.

The Earth ponies above all were miserable, as even though they had the most food due to their stewardship of the earth, they were compelled to hand most of it over to the pegasi and the unicorns to ensure good weather and sunshine for their crops. Our story is set in a time when that compact was broken, as harsh winter weather dominated the sky, blotting out the sun and killing the crops in the fields.

Despite the hardship and distrust, the heroine of this tale (the happy little filly) didn't have a single unkind thought in her head. She loved life, and the living of it, and wanted nothing more than to see all of life that she could. She was fascinated by the pegasi and unicorns, and longed to visit them in their high places.

One day, her father took her on just such a journey, to deliver some of their scant strawberry's to a friend in a nearby castle town. This friend was a noble unicorn, one who had promised a treat for the daughter of the farmer if he were to bring her to the unicorn's sweet shop. Our heroine was delighted by the castle town, and even more so by the unicorn's generosity. But sadly, in those days, there were ponies who would abuse the distrust and apathy that the pony tribes had towards one another. One such pony was the sweet shop owner, Lemon Drop.

Now Lemon Drop had a twisted heart and, though he had inherited his sweet shop from his grandmother, he didn't care one wit about children or sweets. He could taste only sour things in life, and as such, he had a sour disposition. But even a pony like him had to make a living, and sadly, he made his living on other ponies suffering.

With a cruelty unmatched by even the darkest despots, he would lure children to his shop, often murder their parents, and force feed them his various attempts at making better treats using them to taste what he couldn't. This was the fate of our heroine, who found herself in his callous clutches. The children, who were fed nothing but sweets, would often swell up fat even as they slowly died from malnutrition. Their bones would grow brittle, their teeth would rot in their skulls, and before long they would be too weak to so much as protest, let alone move. This was the filly's fate, but even in the depths of her despair, she still wanted to live. It was that will, that wish, that would prove to be Lemon Drop's undoing.

For you see, evil as Lemon Drop was, he came to an even more evil end. For the filly who's heart had been filled only with love, was twisted even more irrevocably than Lemon Drop's by his unfeeling cruelty. Her will to live long outlasted her bodies ability to do so. Yet live on she did, becoming something darker than Lemon Drop could ever imagine. Was there too much magic in the unicorns confections? Or did the earth pony have a talent far more special than anypony could guess? It's impossible to know, for both the filly and Lemon Drop disappeared, along with the entire castle town.

But I will share a secret with you, if you will lean in close and promise not to tell.

That pair of ponies did not disappear entirely without a trace. Lemon Drop was found, what was left of his body twisted like his missing twisted heart. There were other bits and pieces of ponies found, here a haunch, there a leg. The center of town seemed to have been decorated with the intestines from several ponies bowels, though what had become of those ponies no one could say, and even fewer hoped to find out. This was the first , and in some ponies eyes, the most terrible Nightmare Night. The day received it's name from those that discovered that the entire town had vanished over the course of a single evening. All had died, it was said, except perhaps for a single filly.

None were brave enough to draw near to her, but they saw her all the same. They saw her darting in and out of shadows. They heard her laughter echoing through empty homes. They could smell the sweet, rotten scent of her on the breeze.

She was grinning, (or so the story goes), grinning from the towns dark and lonely places with a candy corn smile full of life and madness. A filly made all of candy, (for are we not what we eat?), the Candy Mare.

"What an awful story." said Fluttershy, clutching her backpack over her chest.

"Positively ghastly," agreed Rarity.

"So let me get this straight," began Applejack. "Yer thinking this 'Candy Horse', or whatever, has somehow made it to our world and is going around and cursing people to be... What? Like her?"

"Candy zombies," interrupted Pinkie Pie. "I'm not sure if I should be nervous or excited. Maybe nervous-cited?"

"Ah don't know sugercube, that seems a little hard ta swallow," finished the country girl.

"*Snort* hahaha, good one AJ!" bleated Pinkie to a another round of shushing.

"Well, if I can play devils advocate for a moment, I will say I'm not sure how familiar you are with the diseases of this world," spoke Rarity to Sunset Shimmer. "I'm afraid we have a great many terrible diseases without the benefit of 'dark magic' or 'ghouls' rising from their graves. We have Ebola, Anthrax, E. Coli, Salmonella, and I'm afraid the list goes on. Any one of those diseases could account for Trixie's condition, or perhaps none of them. It could be something we've never even heard of. I don't believe any of us here are Doctors," she looked around her circle of friends for support.

"I know, I know it's just," Sunny struggled to find the right words, to make her friends understand. "When I looked into Trixie's eyes I felt it. Though I hate to think of it now, I spent a large part of my life devoted to the study of dark Equestrian magic. I could sense it wafting off of her before I even saw her. When I looked into her eyes, it hit me with a force I've never felt before. There's just no doubt in my mind that there's some evil at work here that goes beyond the usual bounds of this world." Her eyes were haunted. Her friends could tell whatever was going on had disturbed their friend deeply.

Her friends looked at each other.

"Well, Ah reckon that's good enough fer me," said Applejack.

"But who would want to curse students at Canterlot High?" asked Fluttershy.

"Do you think it's the C-C-Candy Mare?" asked Pinkie chewing her fingernails.

"Not necessarily. I kind of did my own research, back in my fillyhood, after hearing that particular version of the story," Sunset couldn't quite hide a grin. "Of course Celestia forbade me from doing so, but I guess I was a little rebellious even back then. As the story hinted, it seems it was Lemon Drop who engineered the curse initially. Anypony with knowledge of magic from that time period might know how to reproduce the effect. Which kind of goes a long way to explaining why it was forbidden, I have to admit."

"Ya think it might be the Dazzlings out for revenge?" queried Applejack, "Ya said before that they were banished to our world a long time ago. They might not have their magic gems anymore, but that don't mean they couldn't still cook up something nasty for us with some other hocus pocus."

"Or perhaps some new threat we're not aware of yet?" chimed in Rarity, thoughtfully. "It does rather seem that Canterlot High has become a revolving door for Equestrian threats. No offense Sunset."

With a heavy sigh Sunny responded "None taken," before closing the book on her lap.

"So what's the plan then?" asked Applejack, "Are ya gonna write ta Princess Twilight and see if she can lend a hand?"

"I already have actually, but she hasn't responded yet," Sunset replied, "I know Princess Celestia's royal duties often left her away from her castle for extended periods of time. I think we may have to assume the same will apply to Twilight. For the time being, until we hear back from her, I'm afraid we're on our own," Sunset looked around at her friends worried faces. "That doesn't mean that we're helpless though. There's still plenty we can do. Why don't you girls go out and see what you can find out? If the Dazzlings are still around town there's bound to have been someone who's seen them."

"True, I suppose we could ask around the local shops," mused Rarity, "We might even have a little time to get in some shopping ourselves," she added quietly to herself with a smile.

"Ooh, ooh, and I know everybody, like absolutely everybody!" cried Pinkie Pie to another, louder, round of shushing noises, "I can ask around. I'll even go door to door if I have to! Dazzlings or no Dazzlings, nobody suspicious will get by Pinkie Pie!"

"That's sounds like a great idea y'all. In the meantime, Ah think me and Fluttershy ought to track down Rainbow Dash," added Applejack.

"Where is she anyways? Didn't you have last period with her Fluttershy?" asked Sunset, concern knitting her brow.

"Well, yes, but she left early before I had a chance to tell her we were meeting up. She was called to Vice Principal Luna's office towards the end of class," replied Fluttershy meekly. "It seemed like it might have something to do with getting ready for the Fall Formal. I guess she's doing well in the polls."

"Or it might be because she was the last one seen with Trixie, since she was the one who dropped her off at the nurses office." Sunset Shimmer bit one of her thumbnails nervously. "I'm worried about her guys. Whoever, or whatever, got to Trixie might have gotten to Rainbow Dash too. Even if it is just a disease, and nothing more sinister is going on, the school might detain her to keep her from telling other students about the outbreak. If you guys find her, let me know as soon as you do."

Applejack nodded stoically, "You can count on us sugarcube. We'll wrangle that gal, don't you fret."

"Meanwhile I guess I'll stay here and compare what information I have on the curse to some of the diseases you mentioned Rarity. I admit, I hadn't considered this could just be a coincidence. If I can identify Trixie's symptoms as being related to a natural disease, I'll be sure to let you all know so we can take the necessary precautions." Sunset brushed a curl of her fiery hair out of her eyes, "You guys be safe and text me often, okay?"

The rest of the girls replied loudly in the affirmative before being roundly and savagely shushed by the other students and formally escorted from the library by Miss Cheerilee. Out in the hallway, Sunny waved goodbye to them with a lopsided smile. They really were good friends and she hated to think of them going into harms way on their own, but the fact of the matter was they collectively didn't have much of a clue what was really going on.

Though Sunset had agreed to look into Rarity's concerns that Trixie's condition could be caused by a mere disease, she didn't have any faith that would prove to be the case. Instead of researching as she said she would, Sunset walked a ways away from the library once her friends were out of sight, and found a private corner to open her journal and begin frantically writing. She was trying, once more, to contact Princess Twilight. Truth be told she was still rattled by the dreams she had been having, and she could still hear that sing-song voice as well as Trixie's monotone 'Nightmare Night, what a Fright', in her minds ear. She didn't think that was any kind of coincidence either. If such a dark creature as the Candy Mare was moving against Canterlot High, or even someone who was merely borrowing her curse, then she doubted this school would be able to handle the dire ramifications. Not just the school, but this entire town might be forfeit.

That's why she was distracted when someone tapped her on the shoulder to get her attention. "Um, pardon me."

Sunset Shimmer scrambled to hide what she had been writing, "Oh, um, am I in your way? I was so busy with my...book report. Yes! My book report! I didn't notice you..." she trailed off as she looked up into the eyes of the person leaning over her. In a small, confused voice she said, "Twilight?"

"I'm really very sorry about this." Sunny felt every muscle in her body seize up as Twilight jammed a taser into her ribs. The setting must have been fairly high, because Sunset's vision began to fade to black almost instantly. It was more bewilderment than a sense of betrayal that filled Sunset's scrambled thoughts. But as she felt herself drifting into unconsciousness even that melted away. Her thoughts were replaced with nothing... nothing except the distant half-dreamed sound of childish laughter.

Food for Thought

"Well darlin', should we mosey over to Rainbow Dash's house, or do ya figure she might still be around the school?" asked Applejack, once they had split off from Pinkie Pie and Rarity.

"I'm not really sure," said Fluttershy uncertainly. "I know that normally around this time of day she'd be on the soccer field practicing. But considering how she's been lately, especially with the Fall Formal this weekend I doubt she'll be there. Even though she hasn't been following her normal routine, I don't think she would've gone home yet. She's been too busy to hang out with me after school like we usually would, and she hasn't been home whenever I've gone over to see if she wants to study together."

"So you reckon she's probably busy doin' something here at the school then, huh?" Applejack put a hand to her chin thoughtfully, "Ah suppose we need to take into account that she might be detained by the administrators, like Sunset suggested. Ah can't really see them keepin' a hold of her fer long without her kickin' up a fuss though. You know more than anyone else how that girl is for stirring up trouble."

Fluttershy giggled pleasantly, "That's true. It seems like she's been in the middle of one thing or another ever since we met at camp. She never was one to bow down to authority when she thought something was unfair."

"That settles it then," responded AJ pounding a fist into the palm of her hand for emphasis. "We'll check over the school before we head out. If Rainbow Dash really is in the middle of this, ain't no way that hard headed gal would just wander off and let it go."

They headed for the main entrance and walked back inside. It felt strange walking into the school this late in the day, as if just being here was somehow illicit. Most of the elective and activity groups had already gone home, and any of the sports teams that trained in the afternoon were already out in the fields practicing. The halls were eerily quiet, and most of the lights were already off for the night. Even the teachers had already managed to head home since it was a Friday, so the classrooms stood vacant.

Applejack and Fluttershy passed dark, empty rooms where the chalk phantoms of math problems and lesson plans haunted unattended blackboards. Those classrooms that weren't already locked in darkness instead were transformed by the late afternoon sun slanting strangely through their windows. Everything were suffused with a riot of orange and ruddy light, making these classrooms appear as though they were awash in flames. Fluttershy found all this quite unnerving as they walked down silent halls that had so recently been full of life and activity. Just as she was going to suggest that perhaps Rainbow Dash would've gone home after all, someone suddenly darted across the hallway further ahead. Was it someone familiar? "Was that her?" asked Fluttershy anxiously.

"Ah don't think so sugercube, Ah think that was someone else," replied Applejack, her eyes narrowing below the brim of her hat. "But Ah think Ah know who it was. Come on Fluttershy, she's heading towards the cafeteria!" Her companion broke into a gallop, completely disregarding the rules about no running in the halls.

Fluttershy hoped that there were no Hall Monitors as she hurried to catch up to the fleet footed country girl. Panting hard as she drew level with Applejack, she gasped "Why...why are we... running!?"

They burst through the cafeteria doors. The room seemed huge with all the chairs stacked and the the tables pushed against the far wall. Disinfectant and cleansers scented the air, just barely covering the ghosts of lunches past. A cloud of steam hung over the serving line towards the back of the cafeteria as the lunch room staff busied themselves cleaning everything down for the weekend before they went home.

Of the person Applejack had run so hard to catch, there was no sign. Making their way across the squeaky clean room, smiling sheepishly at the janitor who glared at their feet as they scuffed over the recently waxed floor, they approached the serving line. Granny Smith was there, apparently going over inventory before she went home. "Well howdy do there Applejack, didn't figure on you visitin' yer old Granny today. Ah figured you youngin's would be back home practisin' that catterwallin y'all call music," she said with a toothy grin, her dentures shining.

"Howdy Granny, and no," she responded somewhat embarrassed of her guardian, "We ain't goin' to be practicin' today. Actually we were wonderin' if maybe you had seen someone come in here just now? Maybe someone who didn't belong?"

Granny Smith raised the eraser tip of her pencil to her chin and looked thoughtful. "No... no I don't rightly recollect Ah've seen anybody that don't belong. Was there somebody in particular y'all had in mind?"

"Well, um, what about Rainbow Dash?" asked Fluttershy twirling a strand of her fair hair around one finger unconsciously. "We were actually looking for her. That's why we stayed after school."

"Rainbow Dash ya say?" mused Granny thoughtfully. "Can't say Ah've seen that little firecracker all day. Course mah memory ain't quite what it used to be. Was she here at lunch?"

"Ah don't think so Granny," replied Applejack. "Would ya mind too much if we came back there and sort of had a poke around? Ah know it's silly, but Ah'd feel a whole lot better if'n we did."

"Well sure, suit yourselves," answered Granny smiling again, apparently overjoyed that her granddaughter was interested in her work. "But don't you go getting into none of the treats for the Fall Formal early, ya hear?" she said shaking her pencil at the pair, as if reprimanding them already. "Ah don't want none of them shenanigans like we had that one time ya brought Pinkie Pie back here ta help. Ended up having to call in professional caterers at the last minute that year. Vice Principal Luna was fit to be tied!" this last bit, said with a wink and a nudge to Fluttershy, had apparently been included for the timid gals benefit. Fluttershy tried but failed to suppress a smile. Granny Smith was just that kind of person, able to make even the most timid students feel at ease.

"No worries Granny," said AJ rolling her eyes, "We just want a peek and then we'll skedaddle." She lifted the partition that normally separated the students from the staff and motioned her friend to follow. Granny Smith only smiled and went back to going over her paperwork.

The kitchens were large, though obviously not nearly as large as the dining hall. Sinks and counter tops not only lined the walls but stood sparkling and ready for use in rows in the middle of the kitchen as well. Steam hung heavy here, as did the scent of dish washing liquid. Everything seemed to float in a lemony haze. A few suds of bygone bubbles clung to the drains here and there, especially the ones that were set in the floor. The many ovens and stove tops were cool and the various pans and cutlery seemed to have already been put away for the day. Even so, the nervous by nature Fluttershy flinched a bit as she laid her eyes on a particularly large meat cleaver that had been left out for sharpening. Fluttershy was a vegetarian and a lover of animals, and she didn't want to think of what that terrible heavy blade did on a daily basis. She hoped, though even she thought vainly, that the red stains were just from chopping tomatoes.

So engrossed in her own thoughts was Fluttershy that she almost jumped out of her skin when Applejack put her hand in front of her in a silent gesture to stop. She nearly screamed, but clamped both hands over her mouth quickly so that all that managed to escape was a tiny squeak. Applejack put her finger to her mouth, indicating that she was to remain silent, before motioning her friend to follow. They moved more slowly now, cautiously. Fluttershy could hear, just ahead, the sound of pots and pans banging together and the clinking of utensils. Back here was where one could find the walk in freezers. The heavy metal doors, set starkly into the walls, were intimidating all on there own. That one of them was open, the cold air from inside spilling out in a dense fog that rolled across the floor, added a whole other layer of foreboding to the scene. It seemed the lighting in the freezer was broken, and whatever was within those shadowed depths was hidden from sight. Even so, its was plain something stirred inside those frigid depths.

Someone was in there!

Without any warning, Applejack darted inside. There were sounds of a struggle. Fluttershy was about to call for help when the rough and tumble cowgirl stumbled back into the light, dragging someone else with her. She pinned the other persons arms to their sides, and hauled them bodily into the light. Fluttershy recognized the other girl immediately, "Sonata! What are you doing here?"

One third of the Dazzlings struggled to break Applejack's grip, but it was clear the country girl was much stronger than she was. Try as she might, there was no way that she would be slipping away. "I don't have to tell you anything!" Sonata cried as she squirmed in vain.

"Check her pockets Fluttershy," order Applejack. "If she won't talk, maybe there's some clue in there."

Fluttershy didn't really want to but, despite her apprehension, she obeyed. Most of what was inside the pockets of the girls skirt were used tissues and expired coupons for tacos at various restaurants around town. The only other thing was a small plastic baggy of what looked like candy.

"Hey, that's not yours!" Sonata shouted. "Give that back!"

"We will, just as soon as you tell us what yer doin' here!" yelled Applejack, tightening her grip as the siren struggled afresh to break free. "You ain't supposed to be back here."

"Yes I am!" cred Sonata tearfully.

"Yes she is," said a firm voice from the foggy kitchen firmly. "Let her go Applejack, or so help me Ah don't care how old ya are, ya ain't too old ta get a whoopin' from yer Granny!" shouted Granny Smith as she came forward with a rolling pin.

"But Granny, she's one of the Dazzlings!" replied AJ dumbfounded as she let Sonata go. The blue haired girl stuck out her tongue after she smoothed down her cloths. "She's one of the girls that tried to take over the school!"

"Don't ya think Ah know that? Ah ain't that addle brained yet!" Granny Smith laid a hand on Sonata's shoulder. "But she's still just a gal, and every gals gotta eat. You really expect me to sit by while these youngins scramble for scraps from the dumpsters out back? Them other girls are trouble, but this one here Ah let have the leftovers from y'alls lunches. If you picky eaters ain't gonna eat everything Ah cooks fer ya, it might as well go to those in need!"

"Sorry Granny Smith," said Fluttershy. "We didn't know. We won't bother Sonata anymore, right Applejack?"

There was a pause before her friend grudgingly replied, "Right. Ah guess..."

"See that you don't," Granny Smith pointed her rolling pin for emphasis. "Now you all clear out of here. That goes for you too Miss Sonata. A'fore the lot of ya get in trouble fer being in a staff only area after school."

"Yes ma'am." They all replied and hung their heads low. Granny Smith put her hands on her hips and shook her head, before heading back the way she had come.

"Are ya really just here for leftovers?" asked Applejack suspiciously.

"Like I said, that's none of your bees wax," said Sonata balling her own tiny fists and putting them on her hips. She turned to Fluttershy and extended her hand, palm up, "Now give me back my stuff!"

"Wait just a minute sugar cube. What's that ya got there in the bag?" Applejack snatched the bag from Fluttershy before Sonata could retrieve it. She studied the contents carefully, dangling it out of reach of Sonata as she tried to snatch it away. "This here don't look like any candy Ah ever done seen. If'n yer so hungry and ya got this, why not just eat this instead of coming to the cafeteria for scraps?"

There were actual tears at the corner of Sonata's eyes, "I already told you that's none of your business! Just give it back!"

"Let her have it back Applejack," said Fluttershy, a sternness entering her voice that even she had never heard before. "It doesn't belong to us."

"Ah don't think that would be wise Fluttershy. We ought to take this back to Sunset," replied Applejack as she untwisted the knot in the plastic bag. "This might have somethin' to do with that candy horse she mentioned earlier."

Just as Applejack opened the bag for a closer look, something strange happened. The candy shifted and it started to move! Something jumped out of the bag. No, the candy itself jumped out of the bag, and plastered itself against Applejack's face! Long spiny legs rose from the sugary substance and spread through her blond hair to grip the back of her head. The whole mass covered her nose and mouth completely, leaving only her shocked eyes exposed. She fell back, banging her head on the freezer door. As she fell, a second candy creature sprung to life from inside the bag.

Sonata covered her mouth, her eyes wide with horror as the spidery candy creature skittered across the floor towards Fluttershy. Too horrified even to scream, Fluttershy turned to run. She needn't have bothered. Moving with unnatural speed, the abomination clacked and skittered across the floor and up the side of the wall. It was on the ceiling before Fluttershy had taken more than three steps. It jumped down, clamping onto her face just as the first one had done to Applejack.

Fluttershy fell to her knees. She could feel it's tiny sugared feelers tickling her nostrils and probing her lips. She tried to scream but the candy muffled her cries. She clawed at the spider, frantically trying to rip it off her face. Her vision was going blurry. She couldn't breathe! The thing was trying to suffocate her! Yet for all her struggling, all she managed to do was draw her own blood as she scratched and scratched trying with all her strength to pull the thing off, red gashes opening beneath her panicked fingernails. It was no use.

Realizing at last the futility of her attempts to free herself, Fluttershy reached a desperate hand towards Sonata. Though her eyes were still wide, behind her hands Sonata's horrified expression slowly turned into a wicked smile. "That's what you get! That's what you both get for bullying me!" she yelled. Fluttershy's vision slowly began to go red around the edges as tears poured from her eyes. Involuntarily, she felt her mouth open, gasping for breath and finding none. She felt the creatures feelers slide into her mouth and down her throat. She gagged, but couldn't force anything back up. She slumped to one side, banging her own head on the clean kitchen floor. As she collapsed she thought she heard approaching footsteps.

"What's going on here? What happened?" cried Granny Smith., her own eyes wide as she looked back and forth between her Granddaughter and the timid little girl she was always trying to make laugh. Sonata cringed, but quickly slipped behind the distraught adult. "What did you do to them!?" cried Granny Smith as she kneeled beside Applejack.

"Nothing compared to what we're going to do," replied Sonata, eerily calm. "Sorry 'Granny', but you are directly in the wrong place at the wrong time!" She lifted the dull meat cleaver from the kitchen counter and buried it in the back of Granny Smith's head.

Research

As her senses slowly came back to her, Sunny became aware of a low sonorous murmuring. There was something wrong with her ears. She understood what she was hearing were words but they lacked context or meaning, as if she was hearing them under water. "As with prior subjects there are no signs of damaged external tissue. I hypothesis that if there was any external exposure within the last two months, dermal vascular collapse would be observable."

Slowly, Sunset Shimmer opened her eyes to what seemed to be an impossibly bright light glaring down on her. She shaded her eyes with one hand as her vision adjusted to the harsh light. Gradually, she began the painful process of sitting up. Her muscles protested, setting off a series of cramps that made her almost double over in pain. The ache in her side where the taser had been pressed wasn't as bad as she thought it would be, comparatively, but it still hurt all the same. In truth, the cramps were probably just a product of dehydration. She was so thirsty... how long had she been knocked out?

"Subject has yet to exhibit signs of gastrointestinal distress, however this may not be due to a lack of exposure but rather a natural resistance to ionization. The implications of which I can only begin to speculate about..." There was a click, and the sound of an old tape deck rewinding. "Ugh, I filled another one! Why do I always get stuck with the oldest equipment?"

Sunset could see blearily through the door of a cage that was set in front of her. A girl in a lab coat, about the same age as her classmates, stomped into view with a handheld recording device. It was Twilight Sparkle. The realization brought back Sunset's memory of the last thing she'd seen before however many volts had caused her to black out. The hair was a little different, and the lab coat and glasses were certainly new, but there was no mistaking that this girl was indeed Twilight.

What exactly was going on? Sunset was suddenly distracted by a drafty sensation. She had been lying prone on what appeared to be a hospital bed. The drafty sensation was because she was wearing a backless hospital gown. If someone had taken her cloths, that would mean they had taken her cell phone that Principal Celestia had given her in case of emergencies. To her mind, this certainly seemed like it might be an emergency, but she was still groggy. Even so, she quickly realized which side of the cage she was on, and she was pretty sure most hospitals didn't put their patients in cages. "Twilight? What's going on?"

"Oh my gosh, she's awake!" squeed Twilight with far too much enthusiasm to be reassuring. "I've got so many questions! How long have you had your eyes on Canterlot? Is this the first city on Earth that you've invaded? Are there other forces infiltrating other cities or is this just a scouting mission? Do you come in peace? Oh, and how do you know my name? I assume it's the result of some kind of telepathy, but I didn't detect anything abnormal in your brain waves. Oh, and I just wanted to let you know what a fine job I think you've done on replicating a human body! You wouldn't be able to tell the difference at all if it wasn't for the background radiation."

"Whoa... whoa, just slow down," said Sunset holding up her hands. "I'm just... I need a moment to think. Where exactly are we?"

"I'm not surprised you have questions of your own," replied Twilight adjusting her glasses, "We're in a lab at Crystal Preparatory School. I'm sorry for the less than state of the art accommodations, but you can blame that on Principal Sombra." A few of the buttons on the recording device Twilight was holding suddenly fell off, "Along with every other outdated piece of junk in here!" Sunset Shimmer winced. Twilight smiled sheepishly, composing herself with a nervous laugh, "Sorry, sorry, you probably have a headache from the sedatives. There's a plastic cup of water on the table next to you. You should have a drink. Your kind drinks water, don't you?"

"My kind?" asked Sunny, still not a hundred percent what was going on. Despite her thirst, she left the water where it was.

"Aliens, right? Or whatever you call yourselves. That's another question I was wanting to ask you," replied the girl who, it was becoming more obvious, was and was not Twilight. She put down the recording devices and instead picked up a clipboard and pen. "Along with whether or not you're aware that the radiation your race seems to emit appears to be harmful to this planets native life forms?"

She saw how Twilight held the pen perfectly poised over the clipboard in her left hand, unconsciously, without a hint of effort. The last time she had seen Twilight Sparkle, her friend could barely hold a pen in her fingers, and instead often opted to try writing with her mouth when she thought no one else was looking. Holding a pen the way she did now was something Sunset herself had taken months to master. She felt her heart drop into the pit of her stomach as realization dawned. This wasn't Princess Twilight Sparkle. This Twilight belonged to this world and she thought that Sunset was some kind of alien invader! "Hold on, why do you think I'm an alien? I'm just a n-normal high school girl!"

"Student 'Sunset Shimmer', presumed to be an assumed name," said the other Twilight as she flipped through the pages on her clipboard. "No known records prior to enrollment in the Canterlot school system. No dental records, no birth certificate, no criminal record to speak of, but also no known address or any known relations. You quite literally appear to have popped out of thin air about five years ago, which I guess would be a point in your favor of not being a sophisticated alien invader, given there's been no attempt at fabricating any kind of background. I find it more likely that it's just you, or your superiors, being sloppy." Twilight's glasses reflected a flash of light, hiding her eyes, as she let the sheaf of papers drop back into place. "Face it, you haven't exactly done a very good job hiding the fact you're not from this world, especially with the periodic energy anomalies radiating from Canterlot High. Any amateur with a Seismograph and a Geiger counter would be able to tell that something wasn't quite right at that school," the Researcher Twilight brought the tip of her pen to her lip as she mused thoughtfully, "Then there's your reputation, always seemingly at the center of a whirl of rumors. I don't actually believe in supernatural powers myself, but is it true you assumed a demonic form in front of the students of CHS?"

Sunset tried to control her breathing, but her brow had broken out in a cold sweat, "That was just a figure of speech! And none of the rest of that stuff you said is proof I'm some kind of alien! I'm just a very... a very private girl!"

Twilight tapped the tip of her pen against her lower lip, "I suppose that is possible. It's perhaps the simplest explanation, but would a private girl have the kind of reputation you have? It's also possible you could be in some kind of witness protection program. But if that was the case, wouldn't you be trying to keep a lower profile? And then there's this..." Sunset Shimmers heart sank even further as this doppelganger of her friend lifted Sunset's journal into view. It was glowing and vibrating ever so slightly, indicating a magical message was waiting to be read. "It's an ingenious camouflage, designing a communication device as something as prosaic as a book. I assume this has a direct link to your leader? It was wise of you to use code words like 'pegasus' and 'unicorn' in your correspondence, but the constant insertion of the word 'pony' into words makes things a little hard to follow. Does 'everypony' reference your own people, or is that just a general phrase for everyone? Also, you do now that in human mythology there was only ever one Pegasus, right? It was a winged horses name, not his species. Mythology isn't my forte, and even I know that. I suppose that might be confusing to an alien invader though."

She didn't know what else to do, so Sunset simply put her face in her hands as Twilight continued to rattle off her conspiracy theories about 'aliens' and government cover ups. Without her cell phone she didn't have any means of contacting any of her friends or even so much as calling for help. The message from Twilight, Princess Twilight not this 'Researcher' Twilight, wouldn't wait for long. Though the messages were meant to be read, for secrecy's sake, any new messages would erase itself if the book was unattended for too long. The fact the book was still glowing meant that regardless of what else this Twilight had read in the book, she hadn't read the message from Princess Twilight.

At least, not yet.

There was only one course of action that Sunset Shimmer could think of. After all, this was still essentially Twilight, right? "Okay. Okay you've caught me. You're right, I'm not from this world. But neither am I an alien invader from outer space or whatever," corrected Sunny, wagging a finger as if to correct a wayward student. "You humans are far too fascinated by that concept. If you'll give me the book, I'll tell you everything you want to know."

Twilight seemed to consider this, and was about to hand over the book before she thought better of it, pulling it away from the cages bars. "How about you tell me what's going on first, and then I give you the book?"

This was getting her nowhere. What choice did Sunset really have? "Okay, but don't interrupt. There are a few things you may have a hard time believing, but I promise you, they are all true."

Sunset told her everything.

Well almost everything. She may have left out a few unflattering details, such as her plotting to enslave the students of CHS in order to take over Equestria, but she gave her the broad brush strokes of her story.

"So you're not an alien from another planet," spoke Twilight, as if trying out the words in her mouth as some unsavory but unidentifiable morsel of food. "Instead you are a unicorn from a parallel dimension. Not only that, but your dimension has used ours as a dumping ground for some of your more fearsome and uncontrollable entities that are more or less powerless here. Except, since you brought one of what you call the 'Elements of Harmony' through from your world, magic has appeared to grow here. So since then, those evil entities you spoke of have sought to use it to take over our world. So now it's just you and your teen aged friends, using the power of friendship, who stand between us and slavery or worse?" Twilight paused and looked back over what she had written down on her clipboard. She then promptly tossed it aside. "And I'm meant to find this more believable than you being an incredibly inept alien?"

"Believe it or not, it's the truth. I know it's not what you expected, but I swear it's how things are. If you'll just give me my journal I can show you!" pleaded Sunset.

"I suppose. But just remember, if you vaporize me no one else knows you're in here. It might be awhile before anyone comes along that you can persuade to let you out" said Twilight handing over the glowing volume. As Sunset placed her hand on the book, the glow ceased. She hurriedly opened the journal, a milkbone that had been apparently used as a bookmark falling to the floor as she did. Like magic, words began to appear on the page.

Dear Sunset Shimmer,

I regret to inform you that Princess Twilight Sparkle is out of town. Never fear, however, as you've got a dragon on your side! I'm afraid the Shady Oaks library was destroyed recently and we're still organizing the new castles library. I was able to find a book titled 'Ye Olde Tricks and Treats', however, that sounded like what you had in mind. There's some pretty creepy stuff in here, but I transcribed the parts that I think will be most relevant to your query. Tell Rarity I said 'hi', and thanks for the dog treats!

Your Friend,
Spike T. Dragon

P.S. (Don't let Twilight know I'm still eating those.)

"See!" said Sunset triumphantly.

"See what? You received a communication to your alien device from your home planet, or dimension, or whatever. That doesn't prove the existence of magic. Any sufficiently advanced technology could be perceived as magic and this book of yours is no exception. Although," paused Twilight thoughtfully, "If this 'magic' of yours is the energy I've been detecting radiating from CHS it could explain why it's so anomalous. The only radiation I know of that possesses both ionizing and non-ionizing properties is ultraviolet light, but there have been no bursts in that spectrum I've been able to detect so far. I assumed this unidentified energy was just a side effect of your technology, like radioactive fallout. But if this 'magic' is as potent as you describe it could fit the criteria of my thesis."

"Your thesis?" asked Sunset perplexed. What was this girl going on about now? She was too busy reading the transcripts Spike had sent her to really pay too much attention to her nonsense.

"About the student pandemic," continued Twilight Sparkle matter-of-factly. "So far, it seems the staff at Canterlot High haven't been able to identify any virus or bacteria that could be the cause, however the symptoms are in line with acute radiation syndrome... Specifically of the gastrointestinal region. If the students have been ingesting food that has been contaminated by this 'magic' of yours, it could go some ways to explaining their condition. I just don't know why this would be happening now if you've been here for as long as our records indicate. The 'Magic of Friendship', as you call it, should have caused symptoms to appear a few weeks after your arrival in our world, not years, regardless of where you come from."

"Ingested. You mean like eaten?" asked the fiery haired teenager, getting up from her hospital bed, book clutched tightly in her hands. "Do you have proof?"

"Well, no, not really. It's difficult to scan soft tissues without doing a full MRI. I doubt the school board would be willing to pay for me to use such a device, let alone operate it for my own research." She prodded her two index fingers together and looked down in acute consternation, "It's not like I've really had access to any of the students either... although if I did, there is one way," replied the researcher smiling as she picked up a scalpel on a nearby tray. "There's always vivisection."

"Vivisection? You mean cut one of them open while they're still alive?" asked Sunset meekly. "Isn't that illegal?"

"Not exactly, so long as the patient consents. Although it is a risky procedure. Anytime you use anesthesia there's a risk of death. Any kind of live dissection would be impossible without it, however." added Twilight. "I was planning on analyzing your soft tissue, but no one would clear my use of the drugs unless I explained what specifically I would be using them for," she gave a heavy sigh and set down the bladed instrument and said sadly, "So much for my 'alien' autopsy."

"You were going to cut me open!?" cried Sunset in astonishment.

"Only a little," replied Researcher Twilight blushing. "And only to find out what was causing the sickness at CHS," then she whispered to herself "And since I thought you might be an alien maybe to keep a few slides for further study later..."

"Well that explains the hospital gown at least," muttered Sunset to herself. She was glad that this Twilight wasn't just some kind of pervert. "How about you give me back my cloths and I'll just leave you to your studies? No one needs to know about this... misunderstanding, and we can just go our separate ways."

Twilight shook her head, "No, I don't think so. The new data you've presented to me still needs to be verified, analyzed, and calibrated with my existing hypothesis. If you are a unicorn in human form, and not an alien, you're still a rare and valuable specimen. If it turns out you're just some deluded teen-aged girl, I don't want you running to the authorities as soon as you leave here either. For better or worse, I'm afraid we're stuck with each other for the time being." The lab coated girl cupped her hand to the side of her mouth and called out, "Spike! Spike, here boy!"

A purple and green puppy bounded into the lab, kicking up stray pieces of paper as he slid across the smooth tiled floor. He seemed to grin up at the Twilight Sparkle look alike, and begged for head pats. The affection was quick in coming, but Twilight quickly straightened herself back up, realizing she was allowing herself to fawn over her pet assistant in front of her 'specimen'. "*Ahem* listen Spike. I've got work to do, so you keep an eye on her until I get back, got it?" The dog barked excitedly, either in affirmation or simply because its master was talking to it. "Good boy." Then to Sunset she said. "Don't worry though. This shouldn't take more than a few hours. Then we can talk all about your friends and how they've reacted to this 'magic' of yours over the years."

As Twilight left, Sunset Shimmer smiled at Spike. So this was her idea of security huh? Once she was sure Twilight was out of earshot Sunset called out musically, "Oh Spiiike~" The dog began to growl. "Now is that any way to react to your friend?" she asked, dangling the milk bone that had so recently smeared the pages of her journal just out of reach of the purple dogs nose. His entire demeanor changed instantly as he began to beg for the treat.

This was going to be easy.

Devils Night

This was going to be harder than she thought.

"We've been walking for hours and my feet are killing me!" complained Rarity. It was already long past sunset and they'd been walking since school had let out. It seemed as though the pair had been around the town square twice over, stopping in at each shop. While Pinkie talked to the owners and, really, anyone who would listen, Rarity had busied herself with her shopping. Weighted down as she was by the bulk of Rarity's many purchases, it was a wonder that Pinkie Pie was still bouncing cheerfully along beside her. As Rarity sat upon a bench in a pool of light from a street lamp to fan herself, Pinkie took the opportunity to accost a nearby police officer.

"Excuse me, sir! But have you seen any suspicious characters wandering around town? Anyone who might not belong?" asked the bright and cheerful pink haired girl with a contagious grin.

The police officer eyed the many bags of goods that the young girl was carrying. "I may have seen one or two. Aren't you girls out a little late to be on your own?"

"Oh but we're not on our own officer! We're with each other!" replied Pinkie cheerfully. "So who have you seen that doesn't belong? A chaotic criminal? A horrible shape shifting creature? A tall dark and handsome tyrant? A giant ancient monster bent on seizing power from the innocent populace!?"

"No ma'am, just you two," answered the policeman warily. "Why don't you ladies head home, huh? It might not look it, but these streets ain't the safest at night. Aside from that, we've been getting word of a couple of girls loitering around town. You two wouldn't happen to know anything about that, would you?"

"Us? Why of course, not officer." responded Rarity rising from her seat, clearly affronted. "We've seen nothing of the sort."

"I'll bet," was the cops cynical reply. "Never the less, you two move along before I have to call yer parents."

"Okie dokie loki! I think we're done here anyways, right Rare?" asked Pinkie Pie.

Rarity took a moment to reply, eyeing the officer. She had half a mind to tell him exactly what she thought about him calling the parents of two young ladies such as their selves. She would've too, if her ankles weren't already aching so bad that it was troublesome to stand in one place like this for too long. "I believe so Pinkie, especially if some people are going to be rude enough to accuse us of loitering. Come along dear."

As the pair rounded the corner they began to head in the direction of the more urban part of town. Fortunately neither of them were far from home. In fact they lived in the same neighborhood, and had been neighbors for years. Already they could see the tell tale Halloween decorations, glowing merrily from peoples front porches, that let them know they were only a few streets away from home. This close to the big night, there were even a few jack-o-lanterns out. While a few of the shops on the main drag had been decorated as well, there was something especially heart warming about seeing the fake ghosts and spiderwebs festooned on the otherwise quaint little bungalows.

At least, Rarity thought so. Of course the big part of the holiday for her had always been designing fashionable Halloween costumes. The extra work of helping with alterations to attire for the Fall Formal had cut into her time somewhat, but since most of the students would be attending the ball, instead of going to costume parties, the work load had largely evened out. It was a pity though, Halloween was the one time of year that she got to cut loose and try some really dramatic and ambitious designs she wouldn't dream of attempting the rest of the year. Well, there was always next year, she thought.

Pinkie's mind, on the other hand, was otherwise occupied with the thought of all the candy she was going to collect after the Fall Formal. While she hated the idea of missing out on the after party, she had been trick or treating since before she could remember, and she wasn't about to stop just because she was a teenager. She even had the perfect costume picked out, a cuddly fluffy puppy! It was going to be just the perfect outfit to wear with her sisters, who were going as a kitten and a mouse. Last year Pinkie had gone as a chicken, and her other sisters had gone as a bear, a bunny, and a fox. There were only going to be three of them this year though, as Maud had gone off to prep-school and was probably going to be too busy to stop by. Thinking of Maud made Pinkie tear up a little. She was so proud of her big sister and hoped to follow in her foot steps, even if she was planning to go to clown collage instead of majoring in geology.

Distracted as the pair were, lost in their own thoughts, it's a wonder that either noticed the girl in pig tails dart out of the alleyway in front of them. As it was, it wasn't until Pinkie almost crashed into her that the pair had a chance to react. "Excuse you!" called Rarity, "Do watch where you are going please!"

Aria looked back at the two and was in the middle of making a rude gesture when their eyes locked. "Oh sh..." not even pausing to finish her expletive, she quickly ran in the direction the pair of friends had just come from.

Rarity and Pinkie Pie turned to one another. Rarity frowned but Pinkie Pie just shook her head and set down her many purchases on the side of the road. The silent exchange was simple; If time allowed they would come back for the packages, but as it was they would just slow them down. With a swiftness that shocked Rarity, Pinkie Pie tore after Aria at full speed, both her and her quarry quickly lost in the distance. "Oh do wait up! Urgh, these stupid heels!" Rarity kicked off her shoes. If they weren't still here when she got back, after having to run on this filthy sidewalk, there was going to be hell to pay!

She followed Pinkie as she darted behind a nearby restaurant. The alley looked none too inviting; ill lit by a single buzzing fluorescent bulb and, quite frankly, filthy. Rarity followed anyway, unwilling to be left behind. She could feel dirty water soaking her clean white stockings already, and had to suppress a low groan as she passed the stinking pile of garbage that sat in the overflowing dumpster behind the restaurant. Seeing a few roaches skitter into the dark as her feet pounded by, she avowed never to allow herself, her friends, or her family to ever eat at the establishment again! She quickly removed her ruined stockings and pressed on.

Sadly Pinkie was already moving rapidly out of sight, little more than a pink blur darting into the woods of a nearby park. Rarity knew better than to go into the park after dark. Even though the pathways were mostly well lit, there were still a few thugs that tended to lurk there after hours. The local police would run them out every now and then, but largely seemed to tolerate their presence. She did know it was mostly her fellow students from school that thought it was 'cool' to defy authority, but even so, she wasn't the type of girl to be caught dead with those types of ruffians. Pinkie didn't seem to care, already bouncing between pools of intermittent lamp light. Rarity couldn't see Aria any longer. She decided she just had to trust that Pinkie Pie knew where she was going.

Or at least, that had been her plan. The deeper they went into the park the more irregularly lit it seemed to be. A few of the lamps seemed to have been intentionally smashed out, probably by delinquent students who valued the privacy of their illicit activities more than their civic responsibility. Panting, perspiring, on the point of collapse and very much aware of how filthy her now bare feet were, Rarity stopped in the middle of a circle of lonely light in the middle of the park. The illumination from the town seemed distant here, obscured by numerous trees. She could still hear the sound of cars passing on a nearby road way, but their headlights were likewise obscured. She didn't even know there was a part of the park that was this distant from any signs of real civilization.

It dawned on Rarity that she was uncertain of which direction to go in order to get back to the main road. She was suddenly aware of just how tired, and very much alone, she was. Perhaps standing in the glare of the only nearby light is not the best idea when one is in such a vulnerable state? she thought to herself.

Too late.

As that thought skimmed across her consciousness, a hand fell upon her shoulder. "AHHHH!" she howled loud and long, screaming bloody murder at the top of her lungs. The hand quickly clasped over her mouth, so that the only sound was the fading echoes of her screams and the soft sounds of distant cars and the rustle of fall foliage. Rarity lashed out, hearing a satisfied 'whoomp' of air rushing from her assailant as she buried her elbow into his stomach. She didn't have anything to defend herself with but her purse, but laden as it was with the many beauty products she insisted on having to hand at all times, it would serve well as a makeshift weapon against this fiend from the dark. No ruffians were going to lay a finger on her and get away with it!

Pinkie Pie was doubled over, gasping for breath. She smiled weakly, though there were tears at the corners of her eyes. "S-sorry Rarity," she managed to gasp, "it's only me. I didn't mean *gasp* to scare you..."

"Oh Pinkie I'm so sorry," cried Rarity bending down to help her friend stay on her feet. "You simply cannot approach someone when they're all alone like that. You have to at least say something first!"

"I would've Rarity," replied Pinkie weakly, "but I didn't think it was a good idea to make too much noise this close to the Dazzlings hideout."

"The Dazzlings hideout!" shouted Rarity before she could stop herself. She continued in a whisper, "The Dazzlings hideout? Are you sure? We've had people keeping an eye out for them for months."

"They picked a pretty good spot. If you'll follow me I'll show you," replied the party girl, finally getting her breath back.

Rarity nodded as her friend, taking her hand, led her off the sidewalk and into the darkness. She was oddly thankful of Pinkie's warm hand in her own. She hadn't realized just how shaken she had been from this sudden headlong pursuit and where it had lead.

As they left the relative safety of the lamp light, and her eyes began to adjust to the gloom, Rarity realized she knew where they were from the sounds of a creek nearby. As a matter of fact they were walking over a dry part of the creek bed even now. This late into the season they didn't even have to worry about getting into any mud, though if it were spring instead of fall, they would already have been up to their knees in water. Without having to be told, she knew exactly where they were going. Towards the end of summer time, the creek would often dry up entirely, and at those times there were many teenagers who enjoyed hanging out under a certain train bridge in the middle of the park. The rails were disused, a relic from when the train was for transportation of people rather than the movement of goods and raw materials, so it made for a perfect place for graffiti artist to practice their craft before tagging something more public.

It was also a popular spot for young lovers to enjoy each others company in private. It was well known that there was an old storage shed with a broken door where the railroad crews had once stored their tools and emergency equipment a few decades ago. If the building had been anything more than a service structure it would have long since been condemned but, as it was, any teenagers caught there drinking beer, smoking, or engaging in more illicit activity were simply run off. On occasion the authorities would go a step further, employing thick chains and pad-locks, though those were easily thwarted with a pair of bolt cutters. Not that Rarity would know anything about such things, though she did devour any and all gossip about the somewhat sordid goings on.

As they came into sight, there was a soft light flickering between the wooden slats of the broken down shed. Just as Rarity had predicted, there was a thick coil of chain in the dust by the door.

Sure enough, someone was in there. The pair crouched behind a nearby tree. "Are you sure it's the Dazzlings?" Rarity whispered into Pinkie's ear.

"This is where Aria went, I'm sure of it. I saw her duck inside just before I doubled back to check on you," replied Pinkie in truly hushed tones now. She could be oddly serious when the situation called for it. "I'm pretty sure she thought she'd given me the slip. Should we call the others? Let them know what we've found?"

"I'm not sure Pinkie," responded Rarity knitting her brow. "I doubt they'd want to come all the way out here. Even if they did, there's no guarantee that the Dazzlings would stay put. Same goes for if we call the police. What do we tell them? We suspect someone may be plotting to get revenge on students at CHS by cursing them with dark magic, and we've got them cornered in a run down shack in the middle of the park? This close to Halloween, they'll probably just think we're trying to prank them."

"Then what do we do?" asked Pinkie.

Rarity thought about it for a moment. Surely it wouldn't hurt to text their friends. But any light this close to the shack might give them away. They could go some distance away and send a text then. However, while they were away Aria. and whoever else might be inside. could slip away. It was times like these that she wished Twilight were around. She always seemed to have a plan in these situations, even if the plan didn't exactly make much sense. "I think we should try to find out what they're doing in there. If they're just using this place to sleep, it should be fairly obvious. If there's something more going on, well, that should be fairly obvious too. Then we'll actually have something to tell the others aside from our suspicions."

"Sounds good to me," replied Pinkie Pie before darting towards the shack.

"Pinkie!" hissed Rarity, "What are you doing!?"

The pink haired girl trundled back, putting herself nose to nose with Rarity so she was staring right into her bright blue eyes. "Improvising! I'll knock on their door and run away. When they come to see who knocked, I'll yell at them that I'm going to go get the cops, and if they want to stop me they better catch me. Then you go inside after we leave and see what you can find out."

"Me!?" squealed Rarity.

"Don't worry, I'm way faster than Aria is, she'll never catch me, but neither will she want to risk me going to the cops. I'll run just slow enough that they won't lose me until we're well out of the park. You'll have plenty of time to get in and get out. Trust me!" Pinkie said smiling.

And with that Pinkie skipped out of the dark woods and into the gloom beneath the bridge. There was just one problem. Right before she knocked on the door, just as her fist was about to make contact with the wood, the door swung open. Arms reached out and pulled Pinkie inside the shack, the door slamming with a finality that sent shivers down Rarity's spine.

She panicked.

What should I do!? Should I go inside? Should I call for help? She reached into her purse and noisily fumbled through the wads of tissue and bottles of cosmetics. Where was her phone!? In the darkness it was impossible to tell her compact phone from a compact hairbrush. She cursed herself for wearing a dress that didn't have any pockets, even if it was absolutely perfect for the chilly autumn weather.

"Looking for this?" said a voice as the soft glow of her cell phone screen flickered on in the palm of Adagio's hand. "Nice. This is one of the newer models right? Mommy and daddy must be doing pretty well if they got something this top of the line for you. Then again, I bet you're daddy's little girl, aren't you?" sneered the siren as she tossed the cell phone away. There was a soft plop as the glowing screen disappeared into the black waters of the nearby creek.

"You'll never get away with this," said Rarity sternly, gripping her purse in one hand.

"Oh but my dear little miss Rarity. We already have," replied Adagio with a smug grin. She'd had one hand behind her back the entire time, but as she brought it around towards Rarity, she could see Adagio held something strange. It wriggled and writhed as if it were alive. With a shriek, Rarity smacked whatever it was out of Adagio's hand with her purse, and then proceeded to beat the leader of the Dazzlings about the head. "Ouch, you little bit-" the curly haired siren lifted her hands to protect her face. That was the opening Rarity was waiting for.

Gut checking Adagio with her heavy purse, Rarity thundered away from the shack, running at full speed through the park. She didn't head back for the main path, she figured that was what they would expect her to do. Instead she followed the creek, avoiding the thicker patches of bramble and brush, darting between trees.

She could hear the sounds of distant pursuit behind her. Her legs, already burning from exhaustion, cried out for her to stop... To maybe find a place to hide. Her feet, aching and bloody, readily agreed. Unfortunately, Rarity was certain that if she stopped now it was all over for her. Whatever that thing was that Adagio had been hiding behind her back, Sunset was right, it was evil and not of this world.

Distracted momentarily by the thought of that writhing mass, Rarity tripped and rolled headlong down an unseen incline, thumping into a bush. She could feel thorns scrapping into her flesh and tearing her dress, but the shrub still managed to cushion her fall, and she found herself in a hollow inside the bramble. She put her hands to her mouth and held her breath as the sound of pounding footsteps came closer. She needn't have bothered, as they quickly passed and receded into the distance. She felt wetness drip onto her hand. She feared blood, but realized she was only crying. She'd abandoned Pinkie Pie! No one knew she was out here except for a pair of evil wanna be pop idols, and worst of all, the brush she was in must have absolutely ruined her dress!

Something rustled in the dry leaves. Rarity wasn't alone.

It made sense that some badger or fox might have made this hollow their set, but Rarity found herself hoping that it might be something more benign like a rabbit or squirrel. At this point, as bad as her luck had been, she wouldn't be surprised if a skunk trundled into the moonlight. What she saw instead made her eyes go wide. Perhaps it had been a raccoon once, or maybe a possum. It was hard to tell as the flesh had been stripped from its skull. The rest of it's body was covered in the same writhing substance that Adagio had tried to throw at Rarity. In the soft moonlight, Rarity could see that the wet looking mess were actually individual pieces of candy. The wrappers, crinkling together, had been what she had heard before scraping against the leaves. The creature turned it's eyeless skull up towards her. As she watched, two long pieces of liquorice stretched from the empty sockets, and twitched in the air like an insects antenna.

Rarity just knew she was going to be sick.

She sat very still. Maybe it couldn't sense her. After all it didn't have any eyes to see with, ears to hear, or nose to smell. Though the things candy feelers seemed to be tasting the air. Rarity almost sighed with relief as they slid back into the cracked skull. Perhaps she was safe after all?

The dead things jaws unhinged as the creature hissed. The wad of candy lifted free of the creatures half digested bones, suddenly all spines, legs, and claws. Rarity screamed and tried to rise, tried to run, but the thorn bush was too thick. No matter how hard she tried to struggle through she could feel her dress, her hair, and even her skin tangle and rip on the unforgiving thorns. The thing was on her in seconds. She let out one last desperate scream as the rotting, sweet stinking mass clamped itself over her mouth.

Then there was nothing but the sound of the babbling creek, the wind playing with the leaves, and the distant rumble of passing cars.

No Escape

Things hadn't turned out as easy as Sunset had hoped.

While it was easy enough to keep Spike's attention with the dog treat, she quickly found that he was nowhere near as useful as Twilight's faithful assistant. No amount of hints or out right commands on her part could seem to convince the dog to fetch the keys to her cage, even though they were very near, and in plain site on a nearby table. As far as Spike seemed to be concerned, they did not exist, out of his line of sight as they were. When he heard her say 'fetch' he came back first with a tennis ball, a stick, and lastly a femur, which Sunset hoped came from one of the medical skeletons somewhere else in the lab. Eventually it seemed Spike lost interest, perhaps deciding that the girl in the cage was only teasing him and had no intention of giving him the milk bone she held.

Sunset Shimmer let the dog biscuit fall to the floor and she put her head in her hands. It felt like all hope was lost, when a familiar voice said, "Excuse me," and with a jingle of keys, the cage door swung open. Maud Pie, dressed in a lab coat with her hair tied back walked into the enclosure as if nothing in the world was wrong. As Sunset watched, the eldest Pie sister reached under the gurney Sunset was sitting on and produced a box of dog treats. "Boulder gets cranky if he doesn't have his midnight snack," she said bluntly and proceeded to tip the contents of the box over the tiny stone she kept as a pet. That brought Spike running back, where upon the dog happily gobbled up the spilled treats that 'Boulder' had neglected.

"Maud? What are you doing here!?" asked Sunset in a daze, unable to believe what was happening.

"This is a public research lab. And this is where Twilight keeps her pet treats. Boulder was hungry," Maud blinked slowly. "Shouldn't I be asking why you're here?"

"I... uh... I accidentally got locked in?" tried Sunny, not sure what to expect. Maud merely blinked in response. Leaping to her feet, Sunset decided to try straight forward honesty. "Okay, Twilight locked me in here, but I need to leave. My friends might be in danger and I really need to get in contact with them! Are you going to tell Twilight if I try to leave?"

"Are you going to tell Twilight I borrowed some snacks for boulder?" asked Maud, tilting her head towards her pet rock.

"Um...no?"

"Then I think we have a deal. Although," said the stoic Pie sister as Sunset stepped out of the cage, "You might want to find some pants first. Crystal Prep takes a dim view on streaking, even at this late hour." Sunset Shimmer could feel the blood rising in her face. She must have been blushing quite rosily. In her excitement of at least being free, she had forgotten she was wearing a backless hospital gown.

A few awkward moments and dog treats later, Sunset Shimmer found herself fully dressed and back outside. Fortunately this worlds Twilight Sparkle had apparently wondered off to continue her research, or experiments, or whatever she had gotten in her head she needed to do. Sunset was thankful of that, because it had allowed her to get her cell phone without any fuss. She was half expecting it to be flooded with texts, but none of her friends had been in contact since they had left Canterlot High earlier.

That was worrying.

Usually she at least had a half dozen texts from Pinkie Pie about people she had met or things she had eaten. It was strange, but the important thing to do now was to share the information that Spike, dragon not dog Spike, had given her. Just in case anyone else was around that might peak at the text over her shoulder, Sunset decided it would be best if they met up to share the information, rather than try to translate it all into text speak where her spell checker was likely to garble the message anyways.

Sunset kept walking, wanting to put as much distance between herself and Researcher Twilight as possible. Crystal Prep, while clearly a very beautiful campus, seemed to have a certain sinister air about it. Even though she'd spent much of the last few years of her life attending school in this world, there was something vaguely off about these halls of learning and Sunset found herself breathing a sigh of relief when she spied a nearby bus terminal. She checked the pockets of her jacket and, sure enough, she still had her bus pass from earlier. It seemed Twilight had mostly focused her interest on Sunset's journal, dismissing anything that didn't conform to her 'alien' theory as mere camouflage.

She was in luck too, as the first bus to arrive seemed to be heading back towards her side of town. In a few moments this place, and hopefully this night, would be far behind her. They'd need to figure out what to do about this worlds Twilight later, especially now that she knew their secrets, but there were more important things to deal with at the moment. Sunset had taken more time to read over the information Spike had transcribed from Ye Olde Tricks and Treats and she was more certain than ever that the situation they were in was truly dire. Even so, there might still be time to set things right if they acted fast.

Just as she was settling in on an empty seat towards the back of the bus, her phone began to vibrate. "Need to meet up? You guys should come to my place. Parents aren't home," read the text. The little winky emote icon after the text made Sunset smile, but then a frown creased her brow. The text was for her and all of her friends which was fine, but it was from Rainbow Dash. One by one she watched as her friends replied, "I'm so there!" was Pinkie's text, "You betcha" from Applejack, and a simple 'K' from Fluttershy. Sunset waited to see if Rarity was going to agree as well, but figured the fashion conscious pony probably had her hands full. Sunset knew that if Rarity and Pinkie had been around town Rarity was likely to have done more than a little bit of shopping.

Though, since Applejack and Fluttershy had been looking for Rainbow Dash, it was odd that they would be so calm in their reply. Immediately she tried phoning them to find out what was up. She tried Applejack first, and then Fluttershy, but both phones rang a few times before going to voicemail. Pinkie Pie's was the same, and Rarity's phone was actually out of service. That last one put Sunset's teeth on edge. Rarity loved her phone! She took care of it as if it were a child or a cherished pet. There would never be a situation where she wouldn't promptly pay her bill either. If something had happened to Rarity's phone, then it was a safe bet that something had happened to Rarity too. She felt a tiny wave of panic squeeze her heart.

Biting her lower lip, Sunset Shimmer called the last friend on her contact list. "Hey Sunny, what's up?" asked Rainbow Dash calmly.

Sunset's relief at hearing a familiar voice was quickly washed away by a torrent of questions, "We've been trying to get a hold of you all day! Where have you been!? Are you hurt? How have you been feeling? Are you sick?"

"Hey slow it down! I've been busy," replied Dash, "Didn't really have my cell phone on me. Is something up?"

"Yes! I mean No. I mean...urgh. I'm not sure..." Sunset tried to gather her thoughts. "Do you have a minute?"

"Hey, I'm all ears Sunset, lay it on me," answered Dashie enthusiastically.

"Okay... So I've been having these nightmares, only I don't think they're nightmares, I think that they might be warnings or possibly even threats. There's this thing from my world called the Candy Mare, don't ask, just know that as benign as it sounds it is bad news. Do you remember how Trixie was earlier when you left her at the nurses office?" Sunset paused for Rainbow Dash to answer.

"Yeah, she was pretty bad off. She's done some rotten things to us in the past, like dumping us through that trapdoor at the concert finals, but it was hard to hold that against her when she was puking her guts out," Dash replied earnestly.

"Well I think the Candy Mare was the cause," continued Sunset, "Since you weren't around earlier, Applejack and Fluttershy went looking for you while Pinkie Pie and Rarity went to find out if anyone had seen anything suspicious around town."

"And what did you do?"

"I got kidnapped by Twilight."

"Who did what!?"

"Look, don't ask, that's not important right now," groaned Sunset into her cellphone, thinking about all the time Twilight's doppelganger had cost her. "I'm worried something might have happened to our friends."

"What do you mean?" asked Dashie perplexed. "I got texts from everyone but Rarity a moment ago."

"That's just it though. I tried to call them and none of them answered. And Rainbow Dash," Sunset paused, "Rarity's cell phone was out of service."

"Oh that can't be good," replied Dash, understanding immediately. "What do you think happened to them?"

"I don't know I just... I've got a really bad feeling, okay?" answered Sunset, looking around the bus to make sure no one was listening in. "Who ever's responsible might have been the ones to contact you by text message earlier from our friends phones. They could be on their way to your house right now!"

"Really!? What should I do?" asked Rainbow somewhat panicked, "Should I call the cops?"

Sunset paused in thought. "No, no even if they do show up at your house, that will just scare off who or whatever is responsible. We need to find out who it is that's behind all of this and we need to find out what happened to our friends. I'm on my way to your house right now. I was actually already on a bus heading that way before the texts went out. With any luck, I'll be there before our would be assailants." She hoped she was making the right decision, but they needed to find out what was going on before they could move forward with any effective counter measures. "Just keep a sharp eye out and call me if you see or hear anything suspicious. I should be there in another fifteen minutes."

"Well, alright Sunset," replied Dash reluctantly, "But I gotta warn you, if whoever it is shows up before you do, we might need to call the cops anyways," Dash paused before continuing with a smile in her voice, "To pick up their sorry butts after I'm done pounding them into the ground! See you soon girl, be careful!"

Sunny couldn't help laughing a bit at Rainbow Dash's cocky words. In spite of the uncertainty of their situation, she found herself oddly re-assured by her friends bravado. "Will do, and you too Dashie. Take care."

Sunset disembarked the bus at the end of a long dark street. Being a residential area, the house lined avenue was not quite as well lit as the main streets had been. The lack of lamplight was made up by porch and floodlights. Many had been changed out for orange, green, red, and even black lights for the up coming holiday. Back in Equestria Sunset had always been somewhat indifferent to Nightmare Night. It'd seemed like a dreadful distraction from her studies, but every now and then she had gone out trick or treating and, when older, even attended a few of the more formal Canterlot parties.

Halloween in the human world was a little bit different. It was funny to think that, until recently at least, magic didn't seem to really exist in the human world yet they had a holiday dedicated to dressing up as supernatural and magical entities. It had made a sort of sense in Equestria, but here things were just ever so slightly off. There were still parties and trick or treating, but there was also a somewhat more gruesome edge that Sunset couldn't help thinking the fault of the kind of movies Pinkie Pie and her sisters liked to watch. Skeletons and ghosts hung in tree lined driveways, festooned with fake spiderwebs... but there was fake blood and dismembered body parts too. You would've never seen something like that in even the most extreme Nightmare Night decorations. Oh sure, most of them were goofy, obvious fakes. But others looked unnervingly realistic, limbs and bones of all shapes and sizes seemed to be strewn about the various otherwise pristine yards. It might not have been so bad if it weren't for the dense fog that seemed to be creeping in from the nearby woods.

In a lot of ways, this world was very different from Equestria, and Sunset couldn't help feeling a slight chill run up her spine as she realized that the further she walked down this street, the denser the initially thin mist was becoming. She'd seen fake fog banks before, plenty being employed during the battle of the bands the Rainboom's had eventually won, but this was very different. Though it seemed to be a natural occurrence in this world, weather just happening unexpectedly like this was still somewhat unnerving to Sunny even after all these years.

A full moon hung low, causing the fog to glow ever so slightly, more so where it obscured colored flood lights and glowing pumpkin shells. She had always found the orange light spilling from Jack-o-lantern grins to be somewhat comforting, but not just now. Their many faces, contorted in screams and evil grins, were only a reminder of other eyes that might be looking on her from the shadows fiendish intent. With the mist muffling the familiar noises of suburbia, yet somehow amplifying other... more haunting sounds, it was becoming difficult for Sunset to remain composed. Was that childish laughter she heard just on the edge of her hearing? Silenced screams? Why did the shadows seem so dark and numerous when there was so little light? She found herself walking quicker than she had intended. Then jogging. Then flat out running.

By the time she reached the front door of Rainbow Dash's house, Sunset was perspiring and out of breath. Panting heavily, she whirled, certain she had been followed, but unable to see anything in the thick, fog shrouded gloom. Panicked, she hammered at the door, already pulling her cell phone from her pocket, certain that the worst had already happened. Certain she had been a fool for telling Dash not to call the authorities earlier. Suddenly the door behind her swung open! She turned, a scream already rising in her throat.

Rainbow Dash stood in the well lit doorway, a curious look on her face and a television remote held in one hand. "Uh, you okay?"

The wild panic that had seized Sunset's heart ebbed away. She suddenly realized she wasn't in some alien nightmare world, but just a simple suburban neighborhood. The fog was just fog, the shadows just shadows, and she was just wound more than a little too tightly from the stress of the day. Sunset took a moment to catch her breath and smooth down her dress before replying shrilly, her voice breaking, "Yes... *ahem* yes, I'm just fine. How are you?"

With a half feigned yawn Dash replied, "Bored, honestly. Nothing but bad horror movies and sitcom reruns are on this late. You gonna come in or stand there all night?"

"Um, I'll come in if it's all the same to you, thanks." Sunset was a little bewildered. She'd hung out in Rainbow Dash's garage before but hadn't really been inside her house. It was immaculate, very tastefully decorated, and completely at odds with the sporty girls personality. Sunset imagined her parents were the ones responsible, and Dash's own bedroom would be a little messier, in keeping with her devil may care attitude.

The living room seemed almost untouched except for a bundled up blanket and the flat screen television that, just as Rainbow had said, seemed to have an old horror movie playing with muted sound. In black and white there were people, that Sunset realized were meant to be zombies, stumbling towards another person that was waving a lit torch back and forth as if to ward off the oncoming undead horde. "Nice place you've got here," Sunset said, almost absentmindedly as she stepped inside, "So I take it everything has been quiet?"

"Quiet as a mouse until you started thundering on my door," replied Rainbow ruefully as she shut the front door. "Made me jump half a mile. Are you sure you're okay though? You seemed spooked. Still do, honestly."

"I guess I'm just a little on edge what with everything that's been going on," said Sunset, wrapping her arms around herself.

"Hey, fair enough. It is the night before Nightmare Night after all. I could see where that could put anyone on edge." Rainbow Dash plopped herself back down on the sofa and turned up the volume just in time for the truck the humans had been trying to escape in to explode. The brilliant white light lit up the entire room, though not as much as Rainbow Dash's grin. "Whoo hoo! Alright!" she shouted, punching the air. She seemed to be really enjoying the movie, despite her earlier complaints of being bored. In fact it didn't seem like she was worried about anything at all. Sunset wished she could be so calm.

Although, what was going on in the movie wasn't doing Sunset's nerves any favors. Watching the 'zombies' stumble around on fire, yet even so, bending down to gnaw on what were clearly meant to be the entrails and flesh of the burning explosion victims was turning her stomach. "Um, Dash, is it okay if we watch something else?"

The glow of the screen faded in Dash's eyes as she noticed the effect the violent imagery was having on her friend, "Oh, sure thing Sunset. Let's see what else is on." She changed the channel, only to wind up with another horror movie. This one with a human sitting on the lap of a truly bizarre looking and nightmarish clown. The man on his lap turned his head to one side and said 'Don't worry Dave, all we want to do is kill you' before the clown slid his arm and hand out of the dead mans back, shaking the gore from his pudgy white fingers. Rainbow quickly changed the channel again, only to stop just in time to catch a font of green vomit spewing from a little girls demonically twisted face. It seemed to splattered a man in priestly robes. Finally Dashie gave up and turned the TV off. "You know what, maybe that's enough TV for tonight?" she said sheepishly, "How about we play some video games to pass the time? You head on up to my room, first door on the right at the top of the stairs. I'll grab some snacks and meet you, kay?"

Notwithstanding Dash's continued treatment of the situation as more like a sleepover than a stake out, Sunset was glad that she'd opted to forgo watching anymore horror movies. Some of what humans considered 'entertainment' just seemed like torture to her. Watching the inevitable death and dismemberment of people, bad guys or good, had never seemed anything but gruesome to her. Video games, while sometimes just as violent, at least had the benefit of giving you some control over what happened to some extent. The horror movies had bothered her, sure, but there was something else niggling at the back of her mind. Something that renewed the uneasy feeling she'd been getting ever since she'd arrived on Rainbow's street. Was it something Rainbow Dash had said that was bothering her? She couldn't quite figure out just what it had been. The gore and viscera of those old horror movies had been too distracting.

Dash, unfazed, bounded towards what Sunset assumed was the kitchen. Sunset had no choice but to shrug and head back to the front foyer and start the short climb up the carpeted flight of stairs that lead to the second story. It was only as she reached the top of the stairs that all the fatigue of the long day she'd been having finally caught up to her. She might have been knocked out for a little while by this worlds Twilight, but that had hardly been any kind of restful sleep. It would be so nice if Sunny could just forget about all of this and lay down for forty winks. Or maybe forty thousand... She was that tired.

Perhaps that's why, when she opened the door and flipped on the light in Rainbow Dash's room, the only thing she could think was was It's just as messy as I thought it would be. In truth, Sunset was slightly taken aback by the piles of books, cloths, and video games strewn all over the floor. She'd expected it to be messy, but not this messy. It seemed like half of Dash's closet had been strewn over the floor and the bed. Worse, Rainbow had apparently left her window open, and thin wisps of fog from outside were spilling into the room over the low window sill.

Sunset tried to pick her way over the clutter on the floor towards the window to close it, but lost her footing and fell. Fortunately she landed on a pile of cloths that were wedged between the mattress and the wall, which helped to break her fall. Getting back to her feet she shut the window and locked it closed. Peering out into the dark, foggy night, she half expected to see some maniac in a mask standing in Rainbow Dash's backyard like in an old Slasher film. She could see it in a her minds eye as clear as day, a man in a tattered green coat and a stained hockey mask staring up at her, unblinking. If any such person was down there though, it was too dark and misty to see. Sunset simply shook her head and closed the curtains.

That was when she finally noticed the low murmuring coming from the closet. It sounded like a series of urgent moans, followed by a loud banging that made her jump an inch off the floor. Was it possible someone had climbed in through the window and was trying to hide in Rainbow's closet? Before she could call for help, or even move, the door to the closet banged open and a mass of cloths toppled out onto the already messy floor. The squirming, struggling mass seemed like it was trying to rise! Sunset stifled a scream, however, when she realized whatever was under the mass of dirty cloths wasn't chasing after her or attacking her. Instead whatever, or whoever, it might be seemed to clearly be in some distress. The soft moans of protest and pain began to sound all too familiar.

Cautiously, but less frightened than she had been a moment ago, Sunset started peeling back the layers of discarded dresses and dirty socks. As she did, her mind raced. She had been so frightened before. Had there been a reason? Maybe something she had noticed subconsciously? Why had the many jack-o-lanterns, many more than she had ever seen in previous years, worried her so greatly? Had the Halloween decorations, those severed limbs and dripping blood, looked that realistic to her before? Was it possible, just possible that they hadn't been decorations at all? Had what she had dismissed as mere paranoia actually been her instincts trying to warn her? And more, what was it that Rainbow had said that had struck Sunset as unsettling after she had convinced herself she was safe?

As she tugged away a long sheet, Sunset beheld a sight that made her thoughts freeze like ice. Rainbow Dash lay on the floor, hands and feet bound, blindfolded and her mouth gagged. Thick cuts, scrapes and scars showed through dried blood on her limbs. It was clear the young girl had struggled in vain against her bonds from the ragged, angry looking wounds around the ropes. The thickest filth, however, seemed to be caked around the makeshift gag in the teenager's mouth. It was almost as if a mask of dried blood, and other substances Sunset didn't want to think about, had dried into a hardened mask on Dash's face.

Bending down, Sunset whispered, "Dashie... Rainbow Dash it's me, Sunset. I'm going to get you out of here but first I need you to very quietly and calmly, tell me what happened. I'm going to take your gag out first, okay? Nod if you understand." The bound girl nodded and ceased her struggling as Sunset worked at the knot that tied the gag fast. It was looser than she had expected it to be, perhaps an indication that Dash's captor had recently removed it. As the filthy mass pulled away from Rainbow's lips, the girl started talking, babbling in a hushed voice that Sunset could barely make out. She could see that there were tears spilling from beneath the blindfold as Rainbow Dash spoke, but she couldn't make out the words, only the meaning behind them. Only the pain, anguish, and fear. "Dash slow down, I can't understand you. Take a breath and try again."

Rainbow Dash's tongue darted out, wetting her chapped, cracked lips. Taking a shuddering breath, she turned towards Sunset's voice. "She made me eat them, Sunset. She made me eat them."

Sunset heard that, but she still wasn't sure what it meant. "She made you eat what?"

"My parents," replied the real Rainbow Dash in a strained whisper, her voice cracking. A fresh sob drowned out the rest of her words with another burst of tears.

Just then, the person who had been posing as Rainbow Dash breezed into the bedroom, "Sorry Sunny, I'm afraid all we've got is finger food in the house at the moment. My folks kind of left in a rush, but the neighbors have been very generous while they've been gone." She handed Sunset Shimmer a tray of food so nonchalantly that Sunset took the plate reflexively, without thinking about it at all. She looked down at the 'food' that was on offer.

A neat little row of severed fingers in various states of freshness and decay, some that even still had wedding bands and press on nails, glistened from a pool of congealed blood. Sunset let out a shriek and tossed the tray into the air and back peddled so quickly she fell onto the bed. Nightmare Night, that's what this Rainbow impostor had said! She had said it was the night before Nightmare Night, not Halloween! She had been talking about the Equestrian holiday, not the human world variant! Rainbow Dash hadn't been around at all when she had told her other friends about the Equestrian holiday.

"Jeez Sunny, if you weren't hungry all you had to do was say so," laughed the fake Rainbow Dash with a sharp toothed grin as she lifted one of the severed fingers from the floor and bit into it with a sick, bone shattering crunch. She sucked delicately on the marrow, with every sign of relish, as she loomed over the pair of girls. Even though Sunset had long since closed the bedroom window, fog seemed to snake its way across the floor as the lights in the room flickered and went out.

They're Here

The scene would've baffled anyone else. It was clear the monsters on stage, these creatures of the deep with their scaly hide, fangs, and claws were fully in control of every being in the room. Even the Rainbooms; Applejack, Rarity, Fluttershy, Rainbow Dash, Pinkie Pie, and Sunset Shimmer were powerless to act. All were powerless.

All except for the lone girl with the dead eyes and the knowing smile on her face. A stolen face, one that looked exactly like the lead guitarist of the Rainbooms. "You have your sworn enemies at your mercy," said the Candy Mare's puppet with a grin as she spread her arms as if to encompass the entire room, "the student body under your heels, willing to pledge their blood, their very lives for you! And what do you do? You sing to them... paw at them like mares in heat."

"And what would you do 'Rainbow Dash'," asked the transformed Adagio with a bestial growl. "Rip out their hearts? Peel off their skin? Break their bones? There will be plenty of time for that over their long, miserable lives as our unwilling slaves!"

The creature hiding in the form of Rainbow Dash sighed heavily, "As you wish. They're yours to do with as you please. Now that I've delivered on my part of the bargain, I think it's time we discussed the next phase of our plan."

"How about we don't and say we didn't?" asked Aria snidely, her monstrous visage lending an edge of the sinister to her snarky words, but still managing to get a harsh giggle from Sonata by her side.

"Yeah like, you're kind of slow, aren't you?" laughed Sonata, her new form making it an ugly bark.

"You see, we've got what we wanted," explained Adagio as she drug sharp black nails luxuriously down the side of Sunset Shimmers unresistant face, drawing thin bloody lines down her cheek. "We have the power to turn this entire world into our army, or to make them all our boot licking servants from now until the end of time. Why would we grant a single one of our subjects to you?" Adagio's body swelled as she called more dark power from her amulet. Crimson light flowed freely through her bulging veins, flowing to a spot just behind her eyes. Smoldering pinpoints of self assured power and rage burned in the center of her otherwise black as night eyes. Her teeth and claws lengthened, sharpening as they did so, as she loomed tall over the comparatively diminutive 'Rainbow Dash'. "After all, it's obvious you haven't been truthful with us. You're no more that simpering rainbow haired girl on stage than I'm an average teenager. Your 'candy magic' might have helped us secure our prizes, but it was our magic, and our knowledge of how to use these amulets that have won this day! The way We see it, we don't owe you anything."

"There's no reason to try and justify yourself Adagio" chuckled the Candy Mare mirthlessly, "I wish that I could say that I found your betrayal surprising, but it's so very like you... and your kind. So very predictable," she yawned theatrically, showing just the hint of what lay deep in her throat, a mishmash of madness, teeth and claws waiting in the darkness. Adagio didn't seem to notice as she came to stand glowering over her one time partner. "I suppose I can play along though. What exactly do you propose to do with me? How do you plan to keep me from taking what I want?"

"Simple, slave!" roared Adagio, "I'll make you clean out our privies with your tongue from this day forward, and for all eternity!" She began to sing a song that brought pain and weakness to all that heard it. The mirrored disco balls cracked and shattered, raining glass down on the writhing audience below. Balloons popped, as did the blood vessels in some of the audiences eyes and ears. The body that the Candy Mare occupied seemed to visible weaken as her knees shook and her whole body began to quiver.

"Yes...yes mistress," she whimpered through gritted teeth as she raised her arms like a person in a trance. Then she laughed, the musical laughter of a mischievous child, "As if!" From one extended hand burst a massive appendage made of candy and razor sharp teeth. The limb swelled and closed over Adagio's head with a chomp, silencing her instantly.

Her 'song' suddenly cut off, all that could be heard were muffled screams and moans of protest as Adagio scrabbled uselessly at the candied monstrosity with jagged black talons. The leader of the Dazzlings feet were lifted off the floor as her struggling body dangled in the air, hoisted by the much smaller Rainbow Dash. A sudden wet 'pop' and Adagio's body went limp, falling in a crumpled heap onto the gymnasium floor. A pool of black blood spilled swiftly from the headless stump of her neck. As the candy sheath flowed back beneath 'Dash's' skin, all that was left in her bloody hand was Adagio's fleshless skull. The glowing amulet that the siren had drawn power from hung from The Candy Mare's wrist like a piece of tacky costume jewelry.

The Candy Mare turned towards Aria and Sonata on stage. The pair had stood un-moving and speechless throughout the entire affair, but now they both visibly shuddered as the monster in a teenagers body twirled the hollow skull of their former leader like a basketball on the tip of one finger. As she spoke, there were no vestiges of Rainbow Dash's voice anymore. It was in a terrifyingly sweet voice that she asked "How exactly did you girls think I came by these little trinkets of yours? I've killed you more times than I care to count. Older and much more powerful versions of you have served as mere snacks for me. You will be no different!"

"How could you...?" moaned Sonata, crimson tears in her black eyes.

"You... You monster! We'll make you pay!" roared Aria. Both Sirens drew deeply on their amulets, dark power causing them to grow massive, muscles rippling beneath their scaly hide as they leaped from the stage to avenge Adagio.

As the remaining sirens focused their attention on their erstwhile ally, Sunset Shimmer could feel their grip loosening from her mind and body. Slowly the effects of the music died away as the Candy Mare, Sonata, and Aria fought through the crowd. The Siren's new power lent them not only strength, but speed as well, and they fought as much with lightning fast strikes of tooth and claw as their usual sonic screams. Even so, the Candy Mare dodged the pair effortlessly, laughing insanely all the while. It was amazing that their reckless attacks hadn't injured or even killed any of the innocent students in the audience.

"Girls," said Sunset once she had control of her mouth again. "We have to stop this before anyone else gets hurt!"

"But how? The Dazzling's new power is... well, monstrous," replied Rarity with the understatement of the year. "We barely beat them before when they were at half their current strength!"

"And don't forget she's here," said Rainbow Dash darkly. "As strong as the Dazzling's, are she took out Adagio like she was nothing."

"This is our chance guys!" shouted Pinkie Pie, twirling her drumsticks. "It's now or never, while they're busy fighting each other."

"Sunset and Pinkie are right y'all!" exclaimed Applejack taking up her bass guitar, "Sides, it ain't like we got much choice anyways. Whoever wins, we lose... Unless we take the bull by the horns."

"Okay. If you say so," said Fluttershy meekly as she started to tap out a beat with her tambourine.

"Then it's settled. Lets sing it girls," cried Sunset Shimmer as she took up a fallen microphone. "Lets sing them our song! Let's show them what we're made of!"

As they started to play a new song, Applejack started to sing, "Once upon a time... You came into my world and made the stars align!"

Rarity joined in, playing her keytar, "Now I can see the signs! You pick me up when I get down so I can shine!"

"Shine like Rainbows!" As they reached the chorus, a change seized each of the girls. They grew ears and tails, and some even grew wings and horns, as the music moved through them and flowed over the audience. A rainbow colored light swept over the gymnasium, not only breaking the last vestiges of the Siren's control, but wrapping each student in an impenetrable shield of protective energy. The remaining Dazzlings themselves, as well as the Candy Mare, covered their ears with their hands as though both were struck with agony from what they were hearing.

A fresh wave of rainbow energy exploded from the stage as the real Rainbow Dash floated in a mid-air on luminous wings singing, "Friends, you are in my life and you can count on me to be there by your side!" Bolt's of lightning in all the colors of the spectrum leaped from her guitar and danced out over the crowd. Cracks began to form in Sonata and Aria's amulets.

Flames in the same technicolor hues engulfed Sunset Shimmer, licked hungrily over her and danced through her hair. She locked eyes with the fake Rainbow Dash, with the Candy Mare, and let her voice cut through the air, "And when the music comes alive, we sing our songs to lift us up so we can shine!" The flames too washed out over the audience, engulfing the three monsters. Amulets shattering, Sonata and Aria returned to the forms that they held before, but otherwise remained unscathed. Even the stone around the fake Rainbow Dash's wrist exploded into dust. The Candy Mare however, writhed and foamed, pieces of her body burning away as she struggled to keep her hold on her Rainbow Dash.

There was pleading in her eyes as she said, "Please, don't! You don't know what you're doing!" If the whispered voice was the Candy Mare or the girl she controlled it was impossible to tell. Could anyone even hear her cry over the thundering music? Over the power of friendship? Did anyone but Aria and Sonata see the tears in her eyes as the rainbow of light swept over her?

Caught up in their song, the Rainbooms sang as one, "And the sound that we hear in our hearts, makes a crescendo! And the light that ignites in the dark, It makes us all glow! And shine like rainbows! We shine like rainbows!" here and there, voices began to rise from the audience as they joined in. Each voice adding a fresh burst of power, a new wave of energy! "Shine like rainbows! We shine like rainbows! Together we stand, As the rain begins to fall! And holdin' our heads up high, as the sun shines through it all!" As the voices of the student body and the Rainboom's blended in harmony, so did the light that surrounded them, becoming a blinding glare not unlike that of the sun. The light fell heavily upon the Candy Mare, upon her false face, and smote the vessel in which she hid. The monster inside her gave one last roar before it's voice was lost in the tide of music, the wave of light, the sound of pure harmony.

As the light and the music faded, for a moment all was peace. The girls on stage cheered! They'd done it! As the audience realized that they had been spared a fate worse than death, they joined in. The entire gymnasium shook with the laughter and applause of those who had been saved! Aria and Sonata looked around at the happy smiling faces, with hunted looks on their own. They turned to run for the exit, but this time Principal Celestia and Vice Principal Luna stood in their way. "Not this time girls," spoke Celestia sternly, "There's no running away. No escape."

"For what you tired to do to our students, for what you did do to them, you will be most severely punished," said Luna, eyes blazing, clearly meaning every word. The students cheered even louder as the girls tried to run back towards the stage, only for those closest to them to block their path.

The threat, at last, was over.

"You idiots!" screamed a lone girl sitting on the floor. Rainbow Dash, the one that had so recently been filled with a darker evil than the Dazzlings could ever measure up to, lifted empty eye sockets so that the Rainbooms on stage could see the bloody tears that flowed freely down her face. "You gave her what she wanted! You gave her exactly what she wanted!"

On stage, the girls gasped. Fluttershy's tambourine fell from her grasp as her hands flew to her mouth. A sick look of realization swept over their Rainbow Dash's face as her wings and ears faded back to where ever they'd come from. A look of denial occupied Sunset Shimmer's face as she stared at her microphone in disbelief. Had it not been enough? But the Candy Mare had clearly been wiped out. Had she somehow misjudged the situation?

The crowd carried on cheering regardless of the drama unfolding on stage. Yet there was a new sudden rush of jubilant, exultant laughter. Slowly, the cheering of the crowd seemed to dim and fade, as a little girls laughter rained down on them, no... Whipped through them! One by one members of the student body double over in pain. Even as the laughter grew louder you could hear them one by one croak, "Nightmare Night...what a fright..." A few of the students could barely choke out the words before they started to vomit, hunched in intense pain. Through the agony, and between dry heaves, they moaned as one "Give us something...sweet...to...bite..." With that last growling death rattle from the unfortunate audience members, the lights flickered out, leaving only emergency illumination for what happened next.

Bloody tears pouring from her empty eye sockets, a fresh gush of candy and gore spewed from the Rainbow Dash on the gymnasium floor. She spewed a scarlet pool around her, her body ripping apart at the seams as she exploded in slow motion. A similar fate swept through the student body like wildfire. Intestines rose like writhing serpents from their mouths, or exploded from their stomachs. The pressure of their guts trying to force their way out of their bodies was strong enough to completely rip off one or two students unfortunate heads as their insides gushed into the air like streamers from a party cannon.

Those fortunate enough to be excused from their friends agonizing fates were not spared for long, as candy abominations swarmed in droves from inside of the bodies of the dead and dying. Like the ones that had suffocated the Rainboom's before, they were all claws, tendrils, and teeth, but these fresh abominations were by no means as gentle. The horrible creatures forced themselves down their victims throats or forced themselves through ragged holes torn open in their faces. They bored through eyeballs and teeth like living drills, but in truth any hole would do, as the tiny beasts invaded one body after another. In mere moments they would explode afresh in a shower of fresh gore... their numbers quickly multiplying!

As the gymnasium quickly became a shallow sea of blood and viscera, Principal Celestia's gaze whipped from the dying student body to her sister Luna. The Vice Principal was doubled over in spasms of her own, something massive roiling beneath her sisters skin. In a moist explosion from her broad back, the twisted thing that rose from inside the mere husk that was now all that was left of Luna, appeared to be a thick wad of candy and flesh. It seemed to grin as it flopped wetly on top of the stunned Celestia, crushing her into a pulpy puddle beneath its bulk, and adding her body to the twisted assortment of limbs that bristled from the disgusting blob of meat.

The slimy mass of squirming entrails and teeth turned towards Sonata and Aria and spoke in Luna's voice, "I told you you would be most severely punished, didn't I?" It laughed like a small child as it broke apart and flowed like a wave, a wall of teeth and claws. Sonata clung tightly to Aria as the end came. So tightly in fact that their flesh stripped skeletons still embraced each other in the wake of the foul wave of death. Just more bones added to a steadily growing pile.

What had been a scene of exultation and joy was swiftly transformed into a bedlam of agony and lingering, painful demise. Indeed, the only place that seemed to be free of the nightmare that was sweeping through the student body was where the six girls stood on stage. Tears streamed from their eyes and one or two fell to their knees, vomiting at the sick, twisted things that they beheld. In Sunset Shimmers mind only one thought held sway as she stood stock still, as if she had fallen into a deep trance. We've failed, she thought as the microphone slipped from her hands, We more than failed. We played right into her hands.

Blood and guts were now the primary decorations in the gym, the balloons and streamers splattered with gore. It looked almost as if a bomb had gone off, as pieces of students and teachers twitched and rolled around on the floor, still alive. They rolled, wriggled and clawed, hunks of the dead and the candy abominations that had been inside them, all flowing to a single point in the middle of the gym floor. The flow coalesced into something like a cocoon that was instantly wreathed in dense fog. At this point, even the emergency light flickered and failed.

All at once, everything was plunged into a darkness putrid with the stench of raw meat and the wails of those who were still not quite dead. It only lasted for a moment, for in that darkness the damp sound of flesh slapping against flesh could be heard. The laughter that had been all around them, taunting their slow demise, faded to a hushed whisper. Like the first light of creation, a single candle flame illuminated inside a grinning pumpkin shell. Then another, and another, until the floor was a wildfire of jack-o-lantern grins. A single spotlight shown down upon where the cocoon had been. Had been, it must be said, for a diminutive figure now stood with arms outstretched, standing on tip toe in a pose like a ballerina, "Ta-da!" She cried exuberantly.

Her flesh was irregular, mottled pink, but other stranger shades here and there, veins of a darker hue streaking beneath her unnaturally shiny flesh. Her dress seemed to be made of discarded candy wrappers and cellophane that peeled away from her tiny form. Long red and black hair, slick and slimy hung limp from her fragile looking skull. But her face... In her face was only insanity. Her eyes were lollipop swirls of madness that opened wide over a candy corn grin that was stretched to bursting with impossibly sharp teeth. A black and orange candy striped tongue stuck out playfully from her liquorice red lips as she gave a little twirl, feet splashing playfully through puddles of blood and what was left of spilled brains on the floor.

This was it then. This was her. This was what she had been planning all this time.

This was the Candy Mare in human form.

They Won't Stay Dead

"Is that what this was all for Candy Mare!?" asked Sunset Shimmer, practically spitting the words in her anger and despair, "All this death and pain? Was this all so you could play human!?"

The small girl twirling away in the pools of blood that her birth had fostered stopped mid pirouette, and bowed to the stage, "Why of course! It looked like you were having so much fun doing the same thing 'Sunny', I couldn't help wanting to join in!" she replied, cackling mischievously, "And please, just call me Candy! I'm hardly a 'mare' anymore, after all..." she looked down at her grubby, blood stained hands and flexed her tiny fingers. "However did you get used to these writhing little bone sausages? They're so strange," with that, her finger tips grew into long, sharp candy talons, "Ah, much better. I could see where one could get used to this. If she really tried."

"You can't possibly be serious..." moaned Rarity. Her eyes took in not just the garish, trashy cloths, but the creatures mixed up off-color skin as well. It was hard to tell where flesh ended and candy began. Perhaps there was no difference to this monstrosity, this 'Candy' girl.

"Well, yes and no," replied Candy, as she cheerfully stretched before doing a hand stand. "The truth of the matter is that I was having a hard time manifesting in this world. Not enough magic you see. What little magic you humans have is either ancient and worn thin or pitifully weak, more the product of faith or trickery than a real living force. Not something a creature like myself can easily feed off of. Not like in Equestria... but then," she flipped out of the spotlight she was standing in and was lost for a moment. When she reappeared she was mere inches from Sunset Shimmer, floating in mid air. "There was you!" she said poking one chubby digit into the tip of Sunny's nose. She grinned brightly as she said "Everything that has happened here is thanks to you."

Applejack swung her bass guitar at the candy ghoul like it was a battle ax, but the nymph twirled away from the strike and landed back in the spotlight with a splash, facing away from the stage. On her back, twin candy wings made of bone and human skin shrank and folded inside of her cloths. "And just what is that supposed to mean ya abomination!? It looks an awful lot like you're the only one with blood on her hands here!" A sneer curled AJ's lips before she muttered, mostly to herself, "And everything else for that matter."

"Is it story time? Really? How dreadfully dull," Candy pouted, for the moment truly looking like the little girl she was playing at being. But the way her eyes flashed mischievously, it was clear she wanted to tell them, her disdain was nothing but a facade. "Once upon a time there was a filly who wanted to eat everything. Though there were some set backs, eventually she devoured the world and everypony in it. Glutted though she was she still hungered for more, and moved through dreams to find other realms that she could devour. So the story would go, over and over, again and again. Until one day, the filly sensed something truly strange. On one of the dead worlds she had devoured, she sensed a life. A life that couldn't possibly exist. A life that had apparently been whisked away, long ago, to another place and time on the other side of a dusty mirror." Candy turned slowly, and gave them her widest, most cheerful grin. "It was you Sunset! Or, should I say, somepony very much like you?" A look of confusion washed over Sunset Shimmers face. Of course there was a chance there were other versions of her out there, but she didn't expect to hear this. "The scent of this foreign world, this human world was thick on her. It was so irresistible, of course I had to take a peek... and of course I gobbled her up!"

"It was another Sunset, right?" asked Rainbow Dash, dark circles under her eyes. Sunset looked back at her friend. "Just like that other me you were manipulating."

"Exactly! Gold Star for Dashie!" replied Candy, giving a joyful little hop, sending up a splash of slowly congealing blood like a child playing in a puddle after the rain. Despite this, her face grew serious, almost grave as she steepled her fingers in front of her chest, "But it turned out gobbling her up was a mistake. In doing so I gained the knowledge of the world she had recently come from, but I lost my ability to cross over into it. There was no magic there, for this Sunset had never taken the Element of Magic to that realm." Sunset Shimmer's eyes grew wide. "Try as I might, I was powerless to cross through, save as a bad dream or two and a few pitiful pieces of candy that could barely make a person sick," the monster knelt where she stood. She seemed to be looking for something, brushing a few strands of her liquorice hair behind one ear before fishing something out of a pile of gore, "I nearly lost control of my Dashie when I tried to cross through the mirror riding inside her. That would have been a real tragedy," she lifted the object up. A cracked skull. Presumably the one that had belonged to 'her' Dashie. As she brooded over the skull, something began to grow from her forehead. A twisted black and orange striped horn that looked much like a lolly pop one might purchase at an amusement park. Once it was fully formed it gave off a pulse of light in every hue of the rainbow, before settling on an extremely dark red that smoldered like flame. "What magic I'd consumed from countless unicorns meant nothing if I couldn't even bring myself through that stupid mirror."

"Wait, so... So then how did you get here?" asked Pinkie Pie from behind her drum kit.

This brought another grin from Candy, as her horn flared as if responding to her sudden uptick in mood. She tossed the empty skull over her shoulder as she rose and said, "I am so glad you asked Pinkie! You see it turns out, just like there are many Equestrias, there are many human worlds connected to almost all of them! It was just a matter of slipping through your nightmares until I found the perfect world... A world where Sunset Shimmer had brought the Element of Magic. More, a world where I had not yet destroyed it's Equestrian partner, so that self same magic was still pulling on a fresh, untainted source. And even better, I found you six girls, conduits for a magic you don't even understand." Sunset Shimmer fell to her knees. Candy, however, was up again, twirling and dancing to a song that only she seemed to be able to hear. "As soon as you acted as a release valve for all that glorious magic, saturating the atmosphere and the infected students that had eaten my candy, I was able to come fully into this world! It was child's play to trick those 'Dazzling' idiots into helping me plant my little candies in the school cafeteria food. Sure, there were those who had a touch of magic inside them already that gave us a few false starts, but by making Vice Principal Luna our first target, I had a trusted authority figure to spread lies about a possibly infectious disease and a phony quarantine. It made it all the easier to make the students and their families disappear, one by one. They were a nice snack, weren't they Dashie?"

Rainbow Dash doubled over in a fit of dry heaving. Fluttershy tried to comfort her, rubbing her back, but her eyes were blazing with barely controlled anger. "You disgusting creature. You killed them all, didn't you? Even those boys you were hanging out with when you were pretending to be Dashie!"

"And right under your cute little nose, Fluttershy," grinned the Candy Mare, "I admit, it was hungry work, but it was so easy to trick those teenaged boys into following me into nice, private places for a quick bite. It's really quite funny," she paused, growing more serious, "I almost thought Sunny was going to figure things out when she caught one of my little seeds taking root inside Trixie, but I suppose it was already too late by then. I'd been masquerading as Dashie for months at that point. It was only right at the end that you six even began to suspect anything was wrong at all," she laughed wryly, before glancing around at the rest of the gymnasium. "But I think story time has gone on long enough, don't you? I have a world to devour, and now, thanks to all of you wonderful musicians, I have a form that can move into worlds that are bereft of Equestrian magic. Countless multitudes will suffer," she licked her lips with her long candy striped tongue, rubbing her belly in anticipation, "and I'll feed on every last one!"

"So that's it then. You've gotten what you wanted," said Sunset Shimmer through tears. That she could even be partially responsible for this horrid creature coming to this realm and killing so many of her friends was almost more than she could bear. That she had led her friends into feeding her even more power, even that she could become this twisted mirror of humanity was even worse. But though her shoulders shook and tears streamed down her face, she never took her eyes off the Candy Mare. She glared at the unnatural girl, brave in the face of death. She had already brought so much pain and suffering into the lives of her friends, even if she had never intended to do so, she almost welcomed what was about to come next just so she wouldn't have to face them. If she was to die, well... maybe she deserved it. "I suppose you're just going to kill us now, like every one else? Like the Dazzlings who helped you."

"What!? Why ever would I do a thing like that?" asked Candy in mock surprise. The spotlight shut off and for a moment all was darkness save for the glowing jack-o-lanterns that flickered in the sea of slain students. Slowly the red emergency lights came back on. There was a wail of distant sirens. It seemed the fire department were on their way at last. Candy slowly began to walk up the steps that lead onto the stage. As she climbed the stairs her body warped and changed, seeming to stretch and grow. She was no longer a little girl, but a full grown woman. She glared down at the six girls, her hair suddenly alive as though she were underwater and they were floating in a strong currant. "I love you girls! I couldn't have done any of this without you! Even if those 'Dazzlings' hadn't tried to betray me, of course I was going to destroy them. But all of you? Never!" She tilted to her head to one side, her long limbs ending in even longer, spidery talons that interlaced between each other as her lips twisted into a predatory grin. "At least, not without giving you a chance."

"Pfft... A snowballs chance in hell maybe," mutter Rainbow Dash.

If the candy girl heard her, she ignored her, "You see I love to play games. And besides, it's Nightmare Night! Oh what a fright!" she twirled again as if she were a tiny ballerina, though the effect was much more disturbing now, bony limbs arching ungainly through the crimson fog. "It's a night for Tricks as well as Treats! Of course the trick will be staying alive. Not just because of me, but because of your dear friends." As she spoke, a few of the piles of intestines and viscera began to shiver and move. So that was what she had meant when she said that story time had gone on long enough! She had been stalling the whole time!

Slowly, shambling figures rose from the sea of congealed blood. Their bodies gleamed in the scarlet light, eyes empty and jaws slack, but an unmistakable sound from the fresh risen crowd began to swell, along with their numbers, "....Nightmare...Night..." they whispered through jagged teeth and twisted gums. "What a...Fright..." Others chorused back. But the main thing they all seemed to be able to agree on was... "....hungry..." The word echoed from dozens of gore slicked lips, matched only by the insane laughter that spilled from their mouths. The eyes of the dead were locked on the stage.

Candy laughed, spreading her arms wide as the candy ghouls began to shamble towards the Rainbooms. As she did so, her horn glowed brightly and her wings sprouted anew, stretching wide. A circlet made of small, delicately polished bones graced Candy's brow, gleaming in the harsh glow of the emergency lights. For a moment she appeared as a queen before her adoring, hungry subjects. The image quickly faded however. She was no queen, but a grinning hobgoblin of a child. Madness roiled off her like smoke as she smiled so widely it looked as though the top of her head was about to come off. She pointed a single slender claw at the sextuplet of teenagers.

"The game is hide and seek! You hide, they seek. If you escape you live! If they catch you... well..." she giggled evilly, "I think you get the idea~," she almost sang with glee. "Of course I'll be playing too. I'll count as high as I can before I join in, just to give you head start." She covered her eyes with her grimy, bloodstained hands and started to count. "One one thousand... two one thousand." As she did, the candy ghouls began to swarm up the stairs to the stage. The girls were trapped. Every exit seemed to be swarmed with the grinning, laughing dead. Suddenly the ground beneath their feet began to shake. Someone had activated the stages trapdoor! They sank into the pit underneath the stage much more quickly than they had risen. But it was hard to see how this was an improvement.

"What do we do, what do we do!?" squealed Pinkie Pie in a panic. "They're gonna gobble us up!"

"What yer gonna do missy, is follow your old Granny Smith out of here," said the cantankerous lunch lady, a fire ax in one hand, from the gloom under the stage.

The Trick is to Stay Alive

"Granny!" cried Applejack joyfully, "Thank goodness yer alright!"

"Not for a lack of that 'Dazzlin' whippersnapper tryin'! She pert near did me in!" exclaimed Granny Smith turning her head so the others could see the blood that matted the grey hairs on the back of her head. "Ah let her take left over grub fer months, and how does that gal repay me? Smacks me in the back of the head and leaves me trussed up in the freezer like a thanksgiving turkey! Fortunately old Granny knows her way around a knot or two."

"Hungry..." came a hushed whisper and urgent pounding from above. A fist thrust through the stage floor, followed swiftly by a dozen others. Arms reaching, clawing for anything they might snatch, as the candy ghouls ripped up the floorboards that served as the understage's ceiling.

"Though Ah s'pose that's a story best left to tell til later," smiled Granny Smith despite her missing teeth. "Lets skedaddle!"

She didn't have to tell the girls twice. As they thundered up the stairs that lead back out to the main hall, they slammed the door behind them just as the stage must have collapsed. A cloud of dust rose up the stairs, but that wasn't the only thing that made the hallways hazy. A thick, unnatural fog seemed to have enveloped the building, lending the school an almost dreamlike quality. It reminded Sunset Shimmer of the nightmares she had experienced yesterday. She only wished now that she had realized sooner what she had experienced was no mere dream, but rather a vision of what was soon to come. In the hallway there were students, or pieces of them, who hadn't even been present when the Candy Mare had slaughtered most of the school. Bits of their exploded torsos splashed across lockers and light fixtures on the ceiling made the scene just as grizzly in a way that was almost worse than the chaos they had left behind.

Neither the girls nor Granny Smith slowed as they ran by, however. There was no point checking to see if any of them were still alive, after all. Yet as they dashed past the slain, a head turned here, an arm raised there. Fingers twitched and bodies jerked as childish laughter hounded their every step, "Nightmare Night, what a fright..." came the incessant whispers as a candy ghoul staggered out of the nurses office. Miss Redheart's body had taken on a white, almost porcelain appearance, dark cracks ran from her joints as well as the corners of her eyes and mouth like thick dark veins. Her hard sugared features turned hungrily towards the fleeing group.

Without a moments hesitation, Granny Smith raised her fire ax and smashed through the former nurses neck. Her head fell, shattering on the tiled floor while her body reached sightlessly after the Rainbooms. Other candy ghouls were rising now, some small and half formed, while others were hulking and slick with a thick and noxious ooze. All met the business end of Granny Smith's ax as she blazed a trail for the girls to follow. Even so, there seemed to always be more students who had been converted to candy ghouls just around the next corner. It was clear that they were encountering some that had previously been in the gym now. Try as they might, it seemed they couldn't shake the ravenous candied dead for long.

It wasn't until they reached an intersection in the halls that they finally stopped to catch their breath. They paused, less from fatigue and more to try and figure out which way would lead the quickest out of the school... and which way might they hope to encounter the least resistance in the attempt. Their legs ached and they were out of breath, while Granny Smith seemed cool and composed, vigilant for any new threats. "Wow Granny, Ah have ta say, Ah'm surprised ain't none of this phasing you," said Applejack sidling up to her grandmother "Ah'm right impressed!"

"Why'd ya have ta go and say somethin' like that?" muttered Granny Smith as her fire ax fell from her hands, clattering on the tiles. She clutched her chest with one hand as her arm shot out, trying to steady herself with her other arm by leaning against the wall. She needn't have bothered, as her legs swiftly gave out beneath her. If Applejack wasn't nearby to catch her, she would've smashed her head open on the tiles, then and there.

"Oh no, Granny what's the matter!? Is it your heart!?" cried Applejack in panicked distress as the other girls gathered around to see what was happening. "Y'all stand back, give her some air!" commanded the country girl. She frantically started rifling through her grandmother pockets, but her search came up empty. "Granny, where are yer pills? You know ya need to keep em nearby! Are they in the cafeteria? The nurses office maybe? Ah'll go an fetch em alright? You just hang on you hear? You just hang on!"

"No!" croaked Granny Smith, before continuing weakly "No... don't go runnin' off by yerself sweetie. Leave me. Ah'm old... Ah've had mah life. It's up ta you... you've gotta take care of little Apple Bloom and... and yer brother..." her eye lids were drooping heavily and her wrinkled face was twisted in anguish. It seemed like she was having a harder and harder time just getting words to pass her lips.

There were tears in Applejack's eyes as she squeezed the hand of the woman who had taken care of her all her life, "You can't die Granny! Don't die. They're waitin' for us... Big Mac and Apple Bloom, and the rest of the Apple clan. They're waitin' for us to come home! It can't end like this!"

"You're right," came a child's taunting voice, "It can't." Without warning, Granny Smith's stomach exploded in a shower of gore, spraying blood everywhere and drenching Applejack in her grandmothers innards. The other girls jumped back, but Applejack could only stare, dumbfounded and still holding Granny Smith's hand as the Candy Mare rose from her innards. "I got tired of counting," the killer said simply and without fanfare. "Ready or not, here I come!"

Belatedly realizing her danger, Applejack tried to back away, scooting across the suddenly filth drenched floor by kicking with her legs on the palms of her hands. She tried to turn over on her hands and knees in a vain attempt to get back on her feet, but she didn't make it far before the Candy Mare hooked cruel talons into her ankles. Laughing the whole time, Candy began to drag Applejack towards her... Or more accurately, towards the gaping hole in Granny Smith's stomach as the killer slid smoothly inside of the old woman's body. Teeth erupted around the ragged hole, turning the open wound into a massive maw.

"No!" screamed Applejack, her finger nails scrabbling across the gore slicked tiles. It was only mere moments before her own blood mixed with that of her dead grandmothers, her fingernails breaking and popping off as she struggled to drag herself away from the death that held her in unforgiving talons. Her friends rushed to her aid, grabbing hold of her arms, but even their strength wasn't enough to stop the inexorable pull of the Candy Mare. Besides, they slipped and slid in the growing crimson puddle, unable to get any traction on the gore drenched floor. All they could truly do is share in Applejack's fear, joining in her panicked screams as first her feet, and then her legs slowly disappeared inside of Granny Smith's torso. A crunching, gnashing sound filled the halls as her lower body was devoured.

"What's the matter deary?" asked Candy, from inside the corpse, using Granny Smith's voice, "I thought you loved being close to your kin?" She cackled before continuing in Apple Bloom's voice, "Now we get to be together forever!" she cried cheerfully. The fight almost went out of Applejack there and then. The pain of being slowly eaten alive was bad enough, but thinking this monster had already gotten to little Apple Bloom was somehow so much worse. That's when sharp, candied fangs started chewing through her bowels, bringing fresh screams and desperate struggling. "Eeyup," came Big Mac's voice, "won't be long now."

"Don't listen to her Applejack! You have to fight!" cried Sunset, tears streaming down her face. "You're the strongest person I know! You can beat her, but you have to fight!"

"There's only one way to stop this," said Rainbow Dash darkly, picking up the forgotten fire ax. She hefted it high, her eyes locked on Applejack's tortured face. Before she could bring it down, Granny Smith's carcass came alive. The candy fangs in her stomach chomped down and swallowed up Applejack in a single gulp. The ax embedded in the tiled floor where Applejack's head had been moments ago. As the candied ghoul that had been Granny Smith rose on four seemingly boneless limbs, her head hung loosely from a broken neck like a clubbed tail. Her face was still lifeless, slack in death, but her stomach roared a challenge as turned to face the other girls.

"Fine," muttered Dash, prying the ax from the tiles, "This works too." Her friends watched in horror as she started chopping and hacking at the quadrupedal monstrosity, taking off arms and legs before splattering the bloated creatures snapping stomach. The pieces of Applejack were indistinguishable from her grandmother, everything was mixed in an ugly explosion of bile and stomach acid, but at least AJ's screaming had finally stopped.

"Wh...what d-d-did you do?" asked Pinkie Pie, the first to break the heavy silence that had descended upon the five remaining girls after the slaughter had ended.

"What needed to be done," said Rainbow Dash bluntly, removing the gore smeared ax from the ghouls innards with a sickening pop. "The same thing I hope you girls will do for me if it comes to it. Applejack was suffering... so was Granny Smith. They needed to be put out of their misery."

"I... I can't accept that," said Sunset, staring at the disjointed body parts that had so recently been their friends. "This isn't like you Rainbow Dash. This isn't like us. You can't expect us to do this kind of thing. You shouldn't have done this!"

"Then what should I have done, huh!?" screamed Rainbow Dash, full of a fury none of the other girls had ever seen before. The ax in her hands dripping sour smelling fluids, "Just watch her suffer? Just watch her die!? Let the Candy Mare have her sick jolly's tormenting her to death? I don't think so. If you were willing to stand by and watch that happen... I wonder exactly what kind of friends you all are. I'm not about to let any one of you go through that. Not while I'm around."

"That's not your choice to make!" screamed back Sunset, surprised at her own anger.

"Please stop it, just stop it! Stop fighting!" yelled Rarity. "Applejack is dead! There's some horrible little girl after us and a horde of candied corpses! We don't have time for this!"

"I can't take this. I just can't," sobbed Fluttershy. Without another word she ran down the left hallway, sprinting faster than any of her friends had ever seen her run before.

"No, Fluttershy, come back! We have to stay together!" shouted Sunset after her. She was already fading in the distance. Sunset turned to Rainbow Dash, "You have to stop her! You're the only one that's fast enough."

For a moment, it seemed like Dash hadn't heard her. Or worse, was thinking about continuing their fight. Instead she just nodded, and started down the same hallway that Fluttershy had run. The other girls padding behind her, doing their best to keep up.

Fluttershy couldn't believe what was happening. This was worse than her darkest nightmares. She had seen so much death in such a short amount of time, it was hard for her to process. She knew it was stupid to run away from her friends like this, but she couldn't stand what she was seeing. She had known Rainbow Dash almost her entire life, and she had never thought she would be capable of doing what she had seen her do to that monstrous version of Granny Smith... or Applejack.

She wanted to believe that it was like Dash had said, that she was just putting them out of their misery, that she was only trying to be loyal to her friend in her moment of direst need. But the callous way she talked about it, almost without any emotion, and the way she'd mechanically swung that ax as if all she was doing was... was chopping down a tree or something... those things disturbed Fluttershy deeply. The Candy Mare, or perhaps just this whole situation, had unearthed a darkness inside Rainbow Dash that Fluttershy had never suspected. In many ways, it was more disturbing and unsettling than the candy ghouls she was almost sure she was running headlong into.

She'd been lucky so far. Any dead students that had been in this hallway had appeared to stay that way, slumped against lockers or sprawled on the floor. It was so dark here, even if her vision wasn't blurred by tears it would have been hard to see. Everything was engulfed in a flickering gloom that would've normally sent waves of apprehension through Fluttershy. But even though a storm of emotions raged in her heart, and filled her mind with conflicting thoughts, she could see something wasn't quite right.

It was becoming harder and harder to run. At first she thought she was just growing tired. Perhaps, a small part of her hoped, she was coming to her senses and getting ready to go back to the others. But when she tried to turn around, she found that doing that was just as difficult as trying to run forward. It was only now that she noticed the long thin wisps of pink thread that seemed to be strewn across the hall. Forward or back, left or right, it didn't matter how she tried to move, she seemed to touch a fresh strand of pink candy floss. The strands seemed to clump especially around her ankles and wrists. Without warning, the strands tightened, lifting Fluttershy off the ground and suspending her in the air. Belated she realized she had run into the heart of a giant pink spider web.

She was trapped!

"Little Miss Fluttershy, ran away to have a cry, weeping she lost her way," came a sing song voice that was all too familiar at this point. From the ceiling, Candy crawled down on long thin spider like limbs. A wide grin stretched the features of her face wide. Extra sets of eyes roved over Fluttershy's helpless body as she came closer. "When along came a spider, to burrow inside her, and eat all her flesh away!" Candy snickered as tiny candy critters started to swarm over the invisible strands of web. Fluttershy struggled, trying to break the threads that bound her, her chest heaving as she drew panicked breaths.

Her every instinct told her to cry out, to scream, but if she opened her mouth she knew exactly what would happen. Just like the Candy Mare's rhyme, the candy spiderlings would swarm down her throat and burst from inside her, just as they'd done to all of her friends in the gymnasium. But if she didn't cry out, how would her friends find her? Her heart hammered so hard she could hear her own pulse over the skittering creatures as they drew closer. Why had she run off on her own? Why hadn't she realized she was running headlong into a trap? Why was it, in this moment, she wished fervently that Rainbow Dash was by her side?

"Not so fast bitch!" roared an angry voice from the dark. An ax swung from the shadows, chopping Candy's head neatly in two. The monstrous girl let out an ear piercing screech and climbed back up into the ceiling. Rainbow Dash worked quickly, cutting the pink strands of cotton candy, freeing Fluttershy and sending the candy critters falling to the tiled floor. Working together the pair of girls stomped the tiny abominations into puddles of smooshed sugary goo. Once that was done, Rainbow Dash turned angry eyes on her friend, "What were you thinking running off like that!? You had to have known something like this would happen! Do you want to die!?"

"N-no, of course not," said the meek girl, melting under her friends angry glare. "I just... I just..." a look Dash had never seen before crossed Fluttershy's face. It was a look, perhaps, of resignation "No maybe I did want to die. So you... so you wouldn't have to kill me."

That knocked the anger right out of Rainbow Dash, "W-what do you mean? I'd never kill you!" cried Rainbow Dash. Even as she said it she realized she didn't sound very convincing, even to herself.

"Of course you would," said Fluttershy simply. "You care so much about your friends. I know you cared about Applejack or you couldn't have done what you did. But I can't stand to think about what that must have done to you. What it would mean if you had to do that again... with me, or any of our other friends." Fluttershy reached out to Rainbow Dash, but her friend flinched away from her touch. She wouldn't look at Fluttershy, she couldn't look at her. "Dash, you have to see that the Candy Mare is focusing on you for some reason, some purpose. She might want to kill us but she seems intent on torturing you most of all."

"You're wrong!" yelled Rainbow Dash, before locking eyes with Fluttershy. The look Dash gave Fluttershy made her heart skip a beat. There was so much pain and anger there, but behind that there was such deep boundless sorrow she was surprised that her friend could stand. "You're wrong. I don't matter to that... that thing! She did worse to so many, and yeah, she made me watch... But she also made it clear that the only reason I was still alive was because she wanted me to be. There's no higher purpose to what she's doing, there's no grand plan." She tightened her grip on the fire ax, "She'll do worse than kill each and every one of us if we let her. All she cares about is inflicting pain on others and eating them alive. All she cares about is reveling in our misery. So don't think for a moment you're doing me a favor by going off and dying on your own! That does nothing but give this fucked up thing exactly what it wants."

Fluttershy didn't say anything about the tears streaming down her friends face. All she did was wrap her arms around her and hold her tight as she shuddered silently, crying into her shoulder.

Who will Survive, and What Will Be Left of Them?

Sunset puffed along. Had this school always been this huge? Was it possible that the Candy Mare was using some kind of magic to make it seem larger? The hallway they were running through seemed more like a poorly lit cavern, darkness thick with this ghastly fog that seemed to thin just enough to display cruelly slaughtered students before thickening to conceal anything else that might be lurking in the deserted classrooms. At last, she thought she saw two figures standing towards the end of the hall where it was especially gloomy. As she was about to call out to them, she felt a hand clamp over her mouth. "Wait just a minute darling," whispered Rarity into her ear. "I do believe that our friends may be having a 'moment'."

As the three girls watched, it did seem as though Fluttershy and Rainbow Dash were exchanging words. Sunset didn't like the way that Dash was holding her ax, but she quickly reassured herself that there was no cause for concern. Rainbow Dash would never harm Fluttershy... would she? Without warning, the meek girl who had been running away in tears mere moments ago enveloped her rainbow haired friend in a hug. As her friends watched, the pair seemed to cry together, but that was okay. It felt like a rift that was threatening to open between them, between them all, had been healed in that moment. "Aww... you guys are the best!" cried Pinkie Pie as she hugged Rarity and Sunset. Fluttershy and Rainbow Dash broke off their embrace awkwardly, both apparently a little embarrassed to be caught in their moment together.

That was when Candy dropped down from the ceiling with a hiss. Her face was still split in half vertically showing a perfect cross section of a human skull, but also rows and rows of dripping fangs. With a sweep of one spindly arm she sent Rainbow Dash flying, while her other limbs clutched Fluttershy from behind. She worked quickly, gathering up pink webbing hanging in the hall, and wrapping them around and around Fluttershy before she had a chance to so much as scream. In mere moments, the girl was wrapped head to toe in what looked like a pink cocoon. Her muffled screams set her friends teeth on edge.

Sunset and the others ran to her aid, but were stopped when Rainbow Dash screamed, "Stop! Stay back or she'll catch you too! Stay away from the webs!" She hefted her ax one handed, her left arm hung limply by her side, clearly broken. However, that didn't stop her from going back on the attack. Again and again she chopped at the Candy Spider creature, hacking off limbs as the creature squealed and spurted foul black liquid from her wounds. Candy seemed as though she was going to try and escape back into the ceiling, but Dash hauled her back down with a powerful swing of her ax that splinter the beasts arms.

Once grounded, it didn't take long for Rainbow to smash her into nothing but a dark colored smear that lay barely twitching on the hallway floor. Panting from pain and exertion, Rainbow Dash at last let her ax fall. Staggering over to where Fluttershy struggled within her cotton candy cocoon. Rainbow kneeled beside her, and with her one good hand worked feverishly to peel off the sticky substance. She needed to make a hole at least, just a hole so that Fluttershy wouldn't suffocate. Her friends crept forward to aid her but she shouted at them again to, "Stay back!"

As she ripped off the last layer of cotton filth from around Fluttershy's face, she froze. Wordlessly, she howled, giving vent to a primal scream that resonated with so much emotion that at first Sunset and the others couldn't tell if it was caused by anger, sadness, or pain. Perhaps it was all three? As the girls struggled to see through the gloom, Dash rose to her feet, taking up her ax and started to hack over and over again at the fallen candy creature.

Now that her body was no longer blocking the wad of cotton candy, the girls could see what Rainbow had seen. A thick red slurry spilled from the cocoon. Fluttershy's face was ruined, it was only vaguely human with no eyelids to cover the eyes or lips to cover the teeth. It was clear she had been partially liquefied... the insides of the cotton candy sheath must have been incredibly caustic, somehow acidic enough to eat through flesh in a matter of moments. That or maybe it had just been the swarm of tiny squirming gummy worms that crawled over what was left of her teeth and eyes. The cadaver that had been one of their gentlest, most beloved friends let out a shuddering moan. The movement inside the cocoon ceased as the multicolored gummy worms spilled out onto the cold tile floor, along with a thick syrupy slurry of liquid flesh and sugar. In that moment, they knew, there was no saving their friend.

One after the other, Sunset looked to Pinkie and Rarity. She didn't know what to do, and from the looks on their faces it seemed neither did they. Rainbow Dash was beyond reason now, swinging her ax over and over at the same spot on the floor where the Candy Mare had fallen, chopping her up into smaller and smaller pieces. Her blind rage and pain seemed to have rendered her inarticulate, unable to speak. None of her friends dared to approach her.

"It's a shame isn't it?" said Candy, once more in the form of a child, standing beside the three teenagers as if she had been there the entire time. "It seems I played too hard with her," she sighed heavily, "I can't believe she's broken already." Reaching out one pudgy hand, Candy made a tiny fist. By that motion alone, the remaining webbing in the hall became rigid like a net and enclosed around Rainbow Dash. Lost in her rage and sorrow, the rainbow haired girl never even noticed the danger she was in.The webs didn't seem to quite touch her, instead they looked as though they passed harmlessly through her, the only effect was to make the berserk girl halt mid-ax-swing as though she had become suddenly frozen in time.

The effect only lasted for a moment however. The first thing to fall was her ax, clattering to the ground in bits and useless pieces, almost unrecognizable as the tool it had once been. Next was Rainbow Dash herself. She fell, literally, to bits. The soft plop of her body falling apart, and showering down on the tiled floor, echoed through the dead silence of the hall. Pinkie Pie leaned one out stretched hand against a locker and gave huge dry heaves, trying desperately to disgorge the sickness inside her, but all she could manage to bring up was bile. She was empty. Rarity stood close beside her sobbing, covering her face with her hands as if by doing so she could block out the horror. Her fingers were pressed against her eyelids... she was contemplating gouging them out so she wouldn't have to watch any more of her friends die.

Only Sunset kept her eyes trained on the Candy Mare. She watched as the child opened her tiny hand and the webbing retracted, taking pieces of Rainbow Dash with them. An arm here and a foot there, parts of her friend dangled from the webbing twisting and turning in a breeze she couldn't feel. Sunset Shimmer was numb, less from the horror of what was going on around her, and more from the burning feeling that rose up in her guts like a wild fire. Her every instinct was telling her to reach out and squeeze the child's throat shut, until her eyes rolled back into her head, until that horrible candy corn grin was gone forever. But she knew it wouldn't help.

Candy turned towards the trio, a sardonic look on her twisted face, "You do know that the game is hide and seek right? You girls are terrible at hiding." She glanced down at her fingernails as if the three teenagers were no longer worth her regard. "Should we try Tag instead? Or maybe... Blind Mares Bluff?" what little illumination there had been suddenly faded away completely. Childish laughter seemed to come from all around, but that only barely masked the whispers of an approaching horde of candy ghouls. "Hungry..." they hissed through broken teeth, "it hurts... it hurts... it hurts," another was saying monotonously, and of course the ever present chorus of "Nightmare Night...What a Fright...Give Us Something Sweet...to...Bite...". The scent of the recent slaughter must have attracted them. They had no choice, there must have been an army of the dead surging up the hallway behind them.

The girls would have to press forward.

In the darkness, it was impossible to move without their arms outstretched. They bumped into the warm, quivering pieces of flesh that dangled from the ceiling, what was left of their friends. They tried not to think about it, survival being more important than giving into morbid thoughts or despair at the moment, but Pinkie couldn't suppress a sickened squeal when she felt something wet and sticky smear across her face. It felt like a tongue, and she wasn't sure if it was worse for it to belong to Rainbow Dash, Candy, or one of the hungry dead. What was worse, for Rarity at least, was having to walk through the pool of Fluttershy's semi-liquefied remains. Rarity was still missing her shoes from their earlier chase of Aria through the park so each step, no matter how quick, was met with an uncomfortably warm splash and an unpleasantly moist feeling between her toes. She could feel the gummi worms popping under foot, giving tiny high pitched squeals with each pop. She fervently prayed under her breath that the sightless creatures wouldn't burrow through her exposed flesh.

They all did their best not to slip and fall, even as they tried to flee as quickly as possible from the approaching whispers of the dead, but it was impossible not to stumble as bits of teeth and bone slipped beneath their feet. Weeping, slipping, trying to maintain their balance and their sanity, Sunset Shimmer, Rarity, and Pinkie Pie pressed forward into the dark unknown. Each were harboring varying degrees of fear, anger, and despair... But none of them wanted to end up as their friends had.

It was a relief when they finally made it through the hallway and could at last run at full tilt. There was a light ahead and it was to this that they hurried towards. As they drew closer, they could see that the light was the flashing strobes of police, fire, and rescue lights.

The girls were saved! They'd made it to the front of the school! All they had to do was run out those glass doors and into the waiting arms of armed officers sworn to protect them.

Of course, it couldn't be that easy. As Sunset pushed open the glass doors, the scene that greeted them was not one of controlled chaos, but pure pandemonium! The gunfire that should've warned them away had apparently long been silenced, as candy ghoul's knelt by the prone bodies of police and fire fighters, gorging themselves on the rich red innards that they were scooping out of the bodies of the fallen and shoveling into their candied maws.

As the trio stepped out on the school steps, the closest ghouls glanced up from their feverish feeding, giving them a blank stare, slack jaws partially filled with brains and entrails from a particularly large paramedic. The girls themselves were dumbfounded. For all the emergency vehicles that were crowded around, not a single living soul seemed to still be present. Worse still... A sea of dead students, and a few emergency personnel that were now starting to turn as well, stood between them and any real hope of freedom. As Sunset watched, one of the first responders who's face now seemed to be a mass of green gummy candy lightly dusted with granulated sugar, leaned down to the receiver of the portable CB radio that was still clipped to his uniform and croaked, "Send...more...paramedics..."

"Sunset?"

"Yes Pinkie Pie?"

"I don't think I like Nightmare Night," replied Pinkie with a slight tremble in her voice.

"Me neither!" cried Rarity, her face streaked by dark tears from her running mascara, "No offense."

"None taken," replied Sunset, dead pan. "I can't say I like it much anymore myself..."

There was nothing they could do. The Candy Mare had won.

Just as that thought was passing through the three teenagers collective minds, there was a sound of squealing tires and a steady increasing thumping sound. A nondescript white panel van came screeching around a corner on two wheels, headlight's blazing as the front of the vehicle plowed through the candy ghouls that were staggering through the street and out into the nearby neighborhoods. When the van arrived at the school, it didn't stop with the emergency vehicles, but hopped the curb and tore through the manicured front lawn, leaving two muddy lines and a mess of smashed candied corpses in it's wake. The van just barely missed crashing into the statue in the courtyard before it slammed to a stop in front of the three girls. The engine was still running, but even so it was clear that the driver was scrambling around inside the van as it rocked back and forth on its shocks. The side door on the van opened with a rush of light and what looked like smoke billowing inside.

Twilight Sparkle, the researcher not the princess, leaned out of the van in her lab coat and glasses and yelled, "Get in!" before scrambling back into the drivers seat and putting the van back in gear. The girls didn't need to be told twice, although it was clear Pinkie and Rarity were surprised to see Twilight. Sunset was the last to climb in, as a swarm of ghouls surging from inside the school like a tidal wave. With the van already in motion, it took all of her strength and that of her friends, for Sunset to pull the door shut on the grasping hands of the hungry dead. As it was, one of the hands of the candy monstrosities was severed and fell limp into the van with them. "Hold on tight!" screamed Twilight as she apparently plowed through the horde of ghouls, causing the van to rock back and forth as if it were taking speed bumps at a hundred miles an hour.

There was a an uncomfortable moment as the van hopped the curb and each of the girls found themselves floating inside the van. In that moment, the ghoul's severed hand tumbled through the air as well. When they landed with a shudder that must have sent up sparks from the undercarriage, the hand landed squarely in Rarity's lap. Now, clearly, this was not the worst thing that had happened to the fashion conscious teenager that day. Aside from having to watch helplessly as her friends and classmates had died around her, she had lost everything she had bought at the shops yesterday along with some lovely designer shoes. To make matters worse, her cloths were so tattered from the last two night's activities that they were practically falling off, not to mention that they were soaked in mud and other less pleasant fluids. The severed hand landing in her lap was just one more horrible thing heaped on top of a veritable mountain of horrible things. Even so, it sent her into such spasms of hysterical sobbing, trying to get the thing off her, that when she was finally able to grasp it between thumb and forefinger, she sent it sailing across the interior of the van with such force that it smashed onto Pinkie Pie's face with a resounding 'slap'!

Taken aback by the suddenness of the action, of the disembodied hand sliding down her face, Pinkie almost didn't know how to react. When the appendage at last reached her chin, however, the hand itself seemed to react of it's own volition. Long fingers wrapped themselves securely around Pinkie's throat as the gnarled thumb pressed itself into her windpipe. Choking and gasping, her face turning a shade of blue and her vision going red around the edges, the pink haired girl frantically motioned for the others to help her. Sunset grabbed the stump of the wrist with one hand and tried to pry off the fingers with her other. Rarity, still in the grips of hysterics, was of no real use at the moment, but she beat at the hand with a metal ruler that was loose in the back of the van like a stern teacher punishing a particularly rambunctious student. Sunset grabbed the ruler from Rarity and used the cold metal to at last pry the fingers apart.

As the hand came loose, something in the skin shifted, and a tiny mouth opened up in the palm. Jaws slid forward like those in a sharks maw. Sharp, needle-like teeth clipped the air just in front of Pinkie's face, repeatedly closing with sharp clips that grew closer and closer to her tender throat. The fingers themselves started to grow long candy claws and spines all over, so it made it difficult to hold onto the thing without cutting or stabbing ones self.

Sunset looked around, desperately trying to find anything to contain the thing. A lidded glass jar rolled under one of the seats in the van. Acting quickly, she nudged the jar with her foot so it would roll over to Pinkie. "Open it! Open it!" It seemed Pinkie didn't notice the jar, and glanced at the door instead. She reached for the door... it was impossible to tell how fast they were going, but given how violently the van was still rocking from side to side it was doubtful they were free of the ghouls just yet. If Pinkie opened the door now there was a very good chance that they would fall out and splatter across the asphalt before they could get rid of the grasping, mutating hand.

With a steadiness and surety that surprised Sunset and Pinkie both, Rarity unscrewed the lid of the jar and plonked it down over the severed hand. As she slammed the lid home the thing tried to leap out of it's glass prison, but to no avail. It seemed Rarity had recovered from her episode as quickly as it had come over her. She stared at the hand in the jar with a look of disgust. It rattled and mutated further inside it's container, sprouting different growths to try and break free. All of it was useless. At last it fell still, resembling the dead flesh that it was, but none of the girls were fooled. They carefully stashed the jar securely in a crate, all three heaving a sigh of relief.

"Good catch!" cried Twilight from the drivers seat, as candied brains splattered on the windshield. She turned on the wipers as if this were a perfectly normal occurrence rather than a disgusting obstruction to her vision, "That will make an excellent research specimen when we get back to the lab!"

Everyone's Entitled to One Good Scare

As the van continued to hurtle down the streets of Canterlot, the candy ghouls began to thin out. For the first time in what seemed like forever, but had only been an hour at most, the girls had a moment to take stock of their situation. "Thank you ever so much for rescuing us...uh...Twilight," said Rarity, recalling belatedly what Sunset had told them about being knocked out by the double of the Twilight they all knew and loved. Her next words were slightly tentative, perhaps colored by this memory, "But however did you know we were in need of rescue?"

"I didn't," replied the girl in the drivers seat as she swerved around what looked like a group of Trick or Treaters, but in the glow of the passing headlights were illuminated as candy ghouls dressed in costume. It was remarkable just how quickly the plague of candied death had spread. "I was actually on my way to Canterlot High after a new energy spike blew out all of my detection equipment. I figured there must have been a new event, so I was planning to collect specimens from ground zero. That's when I started seeing all of these pedestrians stumbling around in the road."

"Pedestrians?" asked Pinkie Pie.

"She means the candy ghouls," replied Sunset, eyeing the equipment in the van. Along with the various measuring tools and jars, there were also electronic equipment that were flashing distractedly. From the looks of the read outs, this equipment had shorted out not long ago and was in no state to recover. Any data they had recorded earlier had likely been lost.

"Candy ghouls? You mean like zombies? Fascinating!" cried Twilight, "I've never seen an ambulatory corpse before! The scientific possibilities are... well, endless! Part of the problem with vivisection has always been that if you go too far the subject dies. Worse, if they're unconscious for the procedure, its difficult to tell what effect your operation has had until the subject regains consciousness. If they regain consciousness. With a living corpse, both problems would essentially be rendered moot!" the look of joy suffusing Twilight's face was perhaps more unnerving than the steady rattle from the severed hand in its jar. As quickly as it had arisen, however, it faded. "Wait, can they still talk?"

"Not so much," replied Pinkie Pie. "All they really seem to say is 'hungry' and moan a lot. They do sing! Though, not very well."

"I'm afraid we didn't have much opportunity for extensive conversation while we were running for our lives!" cried Rarity, demonstrating a flawless grasp of dramatic understatement.

"You should probably just forget any ideas you might have for... ugh... experimenting on the dead, until after we have a chance to get this situation under control," added Sunset, brushing her hair out of her face. "I take it you believe me now? Or that I'm not an alien at least?"

"Well, there is still the possibility that this was all caused by cosmic radiation of an extraterrestrial origin. Or that this is an extremely hostile though sloppy invasion," responded Twilight, swerving to dodge an oncoming truck who's cab was on fire and flat bed was loaded with screaming children. "But I will say that I'm starting to rethink my position on your supernatural explanation. 'Magic'. in this case. may just be sufficiently advanced and misunderstood science, but I can't see where torching half the town would benefit anyone in the long run. Besides, when the people you run over get up and start limping after you on what look like candy claws and tendrils, the wise move might be to accept that there are some questions you should really ask later. Like after you've gotten several hundred miles away."

"So where are we heading then?" asked Sunset, climbing into the passenger seat in the front after moving a box of what appeared to be other 'specimens'. She didn't want to think about what Twilight must have done to acquire them. "Back to Crystal Prep?"

"Not a good idea," replied Twilight. "As near as I can tell these 'candy ghouls', as you call them, are descending on densely populated areas fast. I hypothesize that this is partially how this plague is spreading so quickly. I'm afraid the dorms at Crystal Prep might be too tempting of a target for these creatures to pass up."

"Oh no! Maud!" cried Pinkie suddenly.

"Oh, do you know Maud?" asked Twilight.

"She's my sister! She's staying in the dorms at Crystal Prep!" the usually indomitably cheerful girl put her head in her hands. "If she gets grabbed by the ghoulies, she's going to be a goner!"

"Don't worry," replied Twilight, adjusting her rear view mirror so she could look Pinkie in the eyes. "Your sister has Spike with her. The two of them are probably waiting for us where we're heading now." Sunset looked out the window on her side of the van. They were steadily climbing a hill, so there was a clear, unobstructed view of the town below. There were a few lights here and there, but those mostly seemed to be burning buildings. The same thick fog that had enveloped Canterlot High seemed to be choking the rest of the town, moving from street to street. Where it passed all electrical lighting faded, replaced by the dull orange glow of jack-o-lanterns and house fires. "We're on our way to my private lab. It's a short distance out of town so that should buy us time to collect supplies so we can get out of state."

"Out of state?" asked Rarity quizzically.

"Well yeah. As enthusiastic as I may be about wanting to study this event, I'm not crazy," replied Twilight as they pulled onto a lonely dirt road. "A scientist needs a certain objective distance from her subject. Like I said earlier, in this case, I think a few hundred miles should just about do it."

"It won't be far enough," replied Sunset grimly. "There's nowhere we can go that will be far enough away from the Candy Mare."

Twilight glanced at her sideways for a moment, "The Candy Mare?" before realizing what she was doing and put her eyes back on the road.

"The Candy Mare..." Sunset hesitated. That name must sound ridiculous to this version of Twilight. She started again. "The entity that's behind all this," she said, gesturing out the passenger side window at the town below, "made it pretty clear that she doesn't have any intentions of stopping with Canterlot High. As fast as this is spreading, a whole town engulfed in chaos in a matter of hours, I don't see any reason to think she won't spread this as far and wide as possible. She plans on making the entire world like this and believe me, no matter what you want to believe, she has more than enough power to do it."

"So what do you suggest?" asked Twilight, her face serious. "Should we just... get out of the van, lay our heads on the road and wait for a passing car to crush our skulls and get it over with?"

Rarity and Pinkie shared a glance of some alarm at the prospect, but Sunset let the comment pass. "No. No! Just because things are about as bleak as they can possibly get, that doesn't mean that we should give up. You said we were on our way to a lab of yours. Is it well stocked?"

Twilight couldn't conceal a blush, "Well, I might have been borrowing a few supplies from school over the years. I swear I planned to give them back it's just... you know. You get involved with one experiment and then the next and the one after that and you just... lose track of what's been borrowed and what hasn't," She cleared her throat, "Yes, yes I'd say that it's fairly well stocked."

"Good," replied Sunset, "Because I think I might have a plan on how we can beat the Candy Mare at her own game. I'll fill you in on what you need to know on the way. Just get us to your lab as fast as you can!"

After a few somewhat tense and wordy minutes traveling in nearly complete darkness, it seemed that they had finally reached their destination. As the van pulled through an open wrought iron fence, Pinkie Pie and Rarity leaned forward from the rear of the van to have a better view. "Whoa!" was all Pinkie could say, for the first time in a while at a total loss for words.

"This is your private lab!?" cried Rarity, as stunned as Pinkie by the massive mansion that loomed against the night sky in front of them. Though the windows were darkened, the grounds themselves were well illuminated with flood lightning. They pulled up to an ornamental fountain that could have easily doubled as a swimming pool. The girls could see that they would still need to cross a bridge, over an actual moat, before they could climb the stairs to the mansions entrance. Needless to say, this seemed a little excessive for a private lab.

"Actually this is my parents place. It originally belonged to some doctor or other that used to live and work here. That was sort of why they bought the place, so I'd have a laboratory where I could conduct my studies," said Twilight as she shut off the van's engine and started to climb out. The others followed behind her. "We never did find out what happened to the previous owner. But I found out from dad later that this place was actually a steal. A fixer upper, but a steal. After my brother and I moved out, him to collage and me to Crystal Prep, I think the place was too big for them."

"I think it would be too big for King Kong," whispered Pinkie to Rarity, who had to stifle a giggle.

"They've been traveling around the country since then," continued Twilight, either not hearing or pretending not to have heard Pinkie's quip. "We should have the place to ourselves."

Meanwhile, Pinkie was eyeing the van that they had all been riding in. "Uhh...Twilight," it was an ominous creaking sound had drawn her attention. The vehicle was splattered with all kinds of blood and gore. It could hardly be described as a 'white' van anymore. "When exactly did you get your drivers license? Maud's older than me and she still only has her permit."

"Oh, I don't have a license," replied Twilight walking over the bridge to the front of the mansion. "I did read how to drive in a book once. It seemed simple enough, as did operating the maintenance van from school."

With perfect comedic timing, the ominous creaking turned into a loud crash as all four of the vans wheels fell off of their axles and the vehicles undercarriage slammed onto the ground. The hood bounced open and a cloud of steam hissed from the cracked engine block. "Oh...I see," was all Pinkie could say in reply as one of the tires rolled past her.

"Pinkie, grab our little friend in the jar," said Sunset over her shoulder. "If Twilight has what we need in her lab, I think we're going to need him too."

The party girl made a face but nodded and turned back to the van. Meanwhile, Rarity ran to catch up with Twilight. "Oh, Twilight, dear. I know we're just meeting for the first time and all but... well. Is there any chance I might be able to borrow a change of clothes?"

Twilight turned and looked at Rarity. She gasped, as if for the first time seeing the state the teenager was in. Her clothes had huge holes and tears in them from struggling through thorns in the park and barely outpacing the clawed hands of the candy ghouls. Worse, there were still stains from various bodily fluids, most of them not hers, that had stained the material a deep rusty red. Rarity stood barefoot in the night air, shivering, arms wrapped around herself, the tatters of her clothes barely clinging to her body. "Of course, of course. I'm sure that mother won't mind if you borrow some of her clothes. My parents room is up the stairs and down the hall to the right. Take whatever you like and uh...maybe just...throw away what you have on in the kitchen?" Rarity blushed but nodded. She'd long abandoned any hope of salvaging her outfit.

As Twilight turned a key in the front door, lights suddenly flooded the mansion. It seemed that her parents were wealthy enough that bothering with light switches wasn't really something they needed to do anymore. All of the lights inside the mansion, which was just as impressive inside as out, seemed to be motion activated. As Rarity climbed one side of an opulent double staircase, a gorgeous chandelier flared to life, making her shadow dance across walls that were tastefully hung with family portraits. A steal or not, there was no way that furnishing this place had cost anything less than a fortune. Rarity was duly impressed.

"So, which way to the lab?" asked Sunset. She'd lived part of her life in a palace. The mansion might have been impressive, even compared to that, but there were more important matters to attend to.

"It's down this way," said Twilight, gesturing towards a door under the stairs that seemed to lead down into a basement. "The lower levels may be in just a teensy bit of disrepair. I'm afraid they were flooded a few years back and since I was the only one who ever used them, father took his time in getting things back in order. I promise the lab should still be in good repair though."

As Twilight had said, the stairs leading down were broken and crumbling. The remnants of railing for the stairs intermittently twisted downwards, warped and rusted by water and time. The musky scent of old earth and mold drifted up to Sunset Shimmer's nostrils, turning her stomach afresh. It was odd that such a beautiful facade could hide such obvious decay.

Despite her misgivings, she followed Twilight down into the darkness beneath her home. Bare bulbs swung here and there on long exposed wires. Most of them were broken, but a few were still intact, some even still had there lamp shades though a thick coating of cobwebs blurred the outlines of their shape. The walls were bare brick, broken in a few places where the masonry had been washed away. Sunset could see the flood line like a dirty bathtub ring, just above her head. For a time, this had all been under water. As her eyes adjusted to the Gloom, Sunset noticed that she could see all of this thanks to a fitful illumination at the end of a long corridor that lead to another set of stairs that Twilight was already climbing. Almost as soon as Twilight entered the next room, the flickering light was snuffed out entirely.

With a suddenness that almost made her jump, Sunset found herself plunged into such absolute darkness that it seemed to suck at her eyes. Robbed of her sight, her other senses seemed to kick into overdrive. The grave mold scent and the cold chill of the waterlogged earth around her rose up like a physical presence, like clammy hands trying to suffocate her. Worse, she could hear something scrabbling across the floor behind her. Without warning, something warm and hairy slammed into her legs, making her cry out in surprise as she fell to the hard slimy ground below. She barely had a moment to get her hands in front of her and scream for "Help!" before the creature was on top of her, panting, it's rancid breath hot on her face. She winced as the monster started licking her, expecting sharp fangs to follow any second.

They never came.

The light source at the end of the hallway flickered back on, revealing an extremely excited Spike to be the source of Sunset Shimmer's terror. He barked cheerfully, gave her another sniff to make sure she didn't have any treats, and bounded down the hall into Twilight's waiting arms. "Hey Spike, did you miss me?" Under a barrage of licks and excited tail wagging, Twilight looked at the fallen Sunset and apologized, "Sorry, he gets a little excited around strangers. I hope the light's weren't out for too long."

"No, no, it's fine, really," replied Sunset, dusting off her clothes and wiping dog drool off her face to hide her burning red cheeks. For a moment, she'd really thought it was all over. After everything she'd been through at Canterlot High, no one could blame her for being a little on edge. This is what she told herself, but she was still acutely embarrassed by how loud she had screamed earlier and a certain dampness that she hoped was just from the wet floor. To her surprise, the lights overhead switched slowly on. As they did, she realized she was face to face with a corpse! She jumped back, letting loose another scream, before she realized that the corpse was in fact...

"Maud!" cried Pinkie Pie excitedly as she bounced down the underground passage. Sure enough, it was Pinkie's big sister that had been standing near to the distracted Miss Shimmer in the dark. Maud's expressionless face and grey complexion had perfectly blended in with the surrounding tunnel until the overhead light's had flickered on. It was only her imagination that had made the older girls face out to be that of a dead persons. Sunset hugged herself tightly to stop herself from shaking as she watched Pinkie Pie cheerfully raise the jar she was carrying for her sister to see. "Check it out Maud, it's a candy coated severed hand! Isn't that neat!?"

"It sure is Pinkie," replied Maud in her monotone voice, revealing no excitement whatsoever at being presented such a bizarre object. After giving the appendage a cursory look that would have appeared to be dismissive to anyone but Pinkie, she turned her attention towards Sunset. "Are you okay? You screamed very... loudly."

Blushing afresh, the Sunset cleared her throat, "Well yes, just a... a bad cough. It's very dusty down here."

"That's right, why don't we all get inside the lab and get to work?" suggested Twilight brightly, "I can't wait to see some of this alien technology you were telling me about!"

Where Do We Go?

"This is it?" asked Twilight Sparkle, eyeing the construction that had taken them less than a half hour to assemble through her goggles. It was no surprise that her lab, which despite it's disused appearance had been far better stocked with raw materials than she had suggested, had contained everything that they needed. What was surprising was just how simply and quickly everything had come together. "That's all there is to it?"

"Well the interval between the two points is defined by the square root of the sum of the squares of the separation between the points along three spacial dimensions," replied Sunset Shimmer. "Essentially it should allow for the instantaneous transposition of matter between two equal planes of existence."

"Well yeah, obviously I get that, but it's just some pieces of wood and metal attached to a pair of Tesla coils with a few cables," replied the science minded Twilight, knocking on the wooden slats that supported the array as though to demonstration it's simplicity. "I mean it doesn't even seem to have a power source despite the light bulbs that, as near as I can tell, are part of the device simply for show."

"Trust me, if we do this right, it will open a portal that we can use to travel to another dimension," reassured Sunset confidently. Almost immediately after she said this, however, a look of doubt crept over her face. "I'm pretty sure. To be honest I really only recreated this based on something Twi...*ahem* a friend of mine said she had created and tested successfully before. Truth be told, I'm not entirely sure it would function without magic. Fortunately, we do have a small source at hand."

"Hah!" laughed Pinkie Pie explosively. "That was a joke right? Because the power source we have at 'hand' is this little guy, right?" asked Pinkie, raising the jar that held the severed appendage that had nearly choked the life out of her. The hand, for its part, flopped around loosely in the jar before making a very rude gesture. "Hey, that's not nice," scolded the pink haired girl.

"Just give that here Pinkie," replied Sunset taking the glass container. "Though you are correct. In my experience it takes a great deal of dark magic to subvert the will of a living creature. A dead or inanimate creature, however, is actually even harder to assume control of, as there is no basic consciousness that's available to move the body. To make a corpse move, speak, and act on its own, and not just wait patently for direct commands like a mindless flesh golem, would take a massive amount of dark magic. Even this little piece must be saturated with more than enough energy to power the portal several times over."

"There is one problem though," said Maud from behind an old welding mask as she soldered the last of the wires together. Setting aside her soldering gun and raising her mask, she continued, "If I understand the basic dynamics of this construct, we're still missing at least one vital piece. The mirror that was in storage down here will serve fine as a gateway, but don't you require an item from your world to act as a conduit for a portal to form?"

Sunset blinked slowly. She was unsure if she was more surprised that one of her friends had such a thorough grasp of what was essentially an otherworldly device, or that Maud had just spoken more than she had ever heard before. "Well, yes, that's where we're fortunate. You see, I don't actually want to go back to my world," she paused, thinking things through carefully. "Opening a portal to Equestria might just allow the Candy Mare access to my home dimension. I don't won't to risk inviting the same tragedy that has befallen this realm to another. Even if it would be nice to have the power of the Princesses on our side, there's no guarantee that they could act fast enough to stop what's happening here, let alone keep Equestria safe during the attempt." She placed the jar in the center of the array and clamped copper leads onto the metal lid. "Besides, I lost my journal. Even if I wanted to go home, there's a good chance we'd have to return to Canterlot High to retrieve the only item I can think of that could serve as a connection," she looked at her friends with a crooked smile that she didn't really feel. "For better or worse, we're on our own."

"I don't understand," said Twilight apprehensively. "So where exactly is it you intend to go?"

"To the Candy Mare's world," replied Sunset simply. "The hand may be originally from this world, but the dark magic invested in it is connected to the Candy Mare and, through her, her dimension of origin. There's no reason it cannot be both conduit and power source except... except the portal won't be able to remain open indefinitely. There may only be enough power for one of us to cross safely in this manner."

"No no-no-no-no no, no! You can't be serious Sunset!" cried Pinkie Pie, grabbing the other girls jacket by the collar. "That would be way, way too dangerous! She made an army of flesh eating monsters from a single high school, imagine what an entire world of that would be like! Why would you even want to go there in the first place!?"

"To put down the Candy Mare for good," said the fiery haired teenager as she gently, but firmly, removed her friends hands. "I told you and the others earlier, I spent a lot of my time studying dark magic. It's not something I'm proud of, but it has afforded me certain forbidden knowledge that may undo much of the harm that the Candy Mare has wrought. Not just on this world, but any other world she's touched." Sunset turned away from her friend, and gazed into her own reflection. "Her world shouldn't be that different from my Equestria. When I pass through the portal, I will regain the form of a unicorn and have control over the magical power that I need to defeat her. I should be more than capable of doing what needs to be done."

The party girl looked down sadly, the curls of her pink hair visibly drooping. As she spoke, it was obvious from Pinkie's shaking chin that she was fighting back tears, "You're going alone and you don't plan on coming back. This is what they call a 'suicide' mission, isn't it?"

"No!" cried Sunset, louder than she intended. She quieted her voice before turning back towards Pinkie and lifting her friends chin so that her down cast eyes met her own. "If there is a way, I will come back. This is my home now, and you, all of you, are my friends! It's the Candy Mare who will perish, not me... not us! We will beat her, for all of our friends who died, for the students and staff of Canterlot High. For our world! You and Rarity are precious to me. So don't think for a moment that I plan on dying in some Celestia forsaken zombie world!"

"Where is Rarity anyways?" asked Twilight, interrupting the moment between friends. "She went to change cloths a long time ago. I hope she didn't get lost. I... kinda did once when I was little. It wasn't fun."

"No need to worry, ladies!" came a bright cheerful voice, "Rarity has arrived!"

As Rarity swept into the drab, dusty laboratory, the entire room seemed to brighten. It was, it must be said, mostly thanks to her dress. It seemed to be absolutely dripping with beads and jewels that caught the light and sent it sparkling back against the walls and into her friends eyes. She was positively radiant, which would be an excellent way of describing the smile that graced her perfect features. It seemed she had taken the time to shower, primp, and scrape the muck and grime from her hair and skin. Clothed as she was now, and in this somewhat drab setting, she appeared akin to the goddess Persephone come down to grace Hades underworld with her presence.

"Wow Rare, you look gorgeous!" exclaimed Pinkie Pie, shaking off her melancholy in an instant.

"Don't I just, darling? I feel as though I could face a legion of Candy Mares!" she answered with a haughty laugh, "Hah-ha ha-hah!"

"Wow, I didn't know my mother had a dress like that in her wardrobe," Twilight couldn't help but notice how perfectly it hung from Rarity's frame, as though it had been tailored specifically for the slim teenager. "Where ever did you find it?"

"Oh-ho ho, as if you didn't know! Someone set out this magnificent gown for me while I was availing myself of a hot shower. It was ever so kind of you to provide such a regal work of art for me to wear." Rarity paused to take in the full view of herself in the large mirror that was part of the transposition array. "I almost feel ashamed for wearing it. Almost."

"I didn't set out any cloths, I've been down here with the other this whole time," murmured Twilight before continuing speculatively, "Father must have purchased it as a surprise for mother. Looking at it, they must be arguing again. A dress like that could only be an apology gift. It must have cost him a fortune."

"Not really," said Maud calmly.

"What do you mean?" asked Sunset, the elder Pie sisters comment striking her as odd.

"None of the jewels are real," said the Earth Sciences major simply. "Not a single one seems to be a naturally occurring or man made stone. It's very pretty, but also very cheap." Rarity ignored this, continuing to admire herself in the mirror and giving a little twirl so she could see the back.

"Leave it to my big sis to spot something like that," beamed the younger Pie sister proudly. "If there's one thing Maud knows, it's rocks!"

"It's not that big of a deal Pinkie. If you had a closer look you'd be able to tell too," replied Maud with what passed for sheepishness on her otherwise expressionless face. "After all, we both know what rock candy looks like."

"Rarity take that dress off now!" Sunset Shimmer roared, her eyes wide with panic.

"Wh-what!?" asked Rarity aghast. "Down here in this... this filthy workroom with all of you staring at me!? Why ever should !?" Even as she said this, she couldn't take her eyes off her own reflection. Perhaps that was why she was the first to notice what it took the others a moment to realize. She was bleeding. A steady drip, drip, drip staccato'd on the floor from beneath her dress, falling from between her legs. At first a look of intense embarrassment washed over Rarity's face, followed by a sudden twist of revulsion and pain. Blood gushed down her white legs in rivulets, and down her slender white arms. It happened so suddenly and without warning that no one even had a chance to move. "What's going on!?" Rarity cried out in alarm, "What's happening to me!?"

At last she turned from her reflection, but already it was far too late for her. She clawed at the dress, trying to rip the jeweled gown off of her body. She frantically tugged and pulled, but to no avail. The dress continued to hug her curves snugly, in fact if anything it seemed to be squeezing tighter and tighter. Warm blood began to pool around her bare feet as she sobbed and groaned. Her friends reached out to her to help, but it was impossible to get a grip on the gore slicked dress.

With one final scream, Rarity fell to the floor, curled in a fetal position, shivering and trembling violently from the sudden blood loss. She was barely conscious as the dress did, of it's own accord, what she and her friends couldn't force it to do. Slowly it peeled off of her fallen form, revealing that she had been completely stripped of her skin wherever the dress had touched. There was only shiny crimson muscle, still knotted in pain, wet and bright in the oxygen rich air. Rarity had been skinned alive, the cold feeling of the floor and the basements dank air on her exposed nerve endings was a shock to her system. Perhaps it was this shock that, blessedly, allowed her to pass into insensibility.

The dress, for its part, maintained it's shape as it rose into the air above Rarity's flayed form, still dripping scarlet blood. In an instant, legs and arms burst forth from within the dress, while it lost its form and faded into the flesh of the creature that hadn't just been inside it, but had been the dress the entire time. Candy smiled wickedly as she hovered in midair, her grubby flesh and hair slick with the many pints of blood she had drained from Rarity in a matter of moments. She gave a bone chilling laugh as she licked some of the gore from the back of her hand like a cat cleaning herself. "Trick or treat~" she said musically, before bursting into a fit of amused giggles.

Pinkie Pie grabbed her sisters arm with strength that surprised even Maud, "We need to run! Now!" she cried, eyes wild, hair long and straight. Charging across the lab, dragging her older sister in tow, she made it to the door that lead out of the basement in a flash. As Pinkie threw open the door, however, a wall of grasping reaching hands met her. The cramped hallway was flooded, floor to ceiling, with the hungry dead. Pinkie only had a moment to turn terrified eyes to her sister as the mob pulled her into their midst and started tearing her apart. Dead fingers and broken teeth dug into her flesh, snapping bone and popping veins so that hot blood sprayed in short, feeble bursts as the ravenous dead made swift work of their prize. The sounds of their hungry ripping and gnashing teeth were lost on Maud. All she could do was stair at the hand that still clung tightly to her own. It ended in the stub of her little sisters arm. She hadn't let go.

Pinkie hadn't even had time to scream.

Candy laughed all the louder, "Ah you led me on a merry chase 'Sunny', but now the game is over." She floated over to Sunset and Twilight, grinning widely. "I can't say it hasn't been fun, but I guess it's time for you to die." Without warning Twilight Sparkle lunged forward, a heavy spanner gripped with both hands raised high above her head. She brought it down with enough force to crack a human skull, but it whiffed harmlessly through the air. The childlike Candy had ducked beneath her guard and now stared Twilight eye to maddened eye. "Don't be rude," she said with a pout that swiftly melted into a smile, "You can wait your turn." With a single tap from her tiny fist, Candy sent Twilight flying across the lab where she landed on a shrouded machine with a crash that sent up an explosion of sparks. Her broken glasses lay on the floor where she had been standing only moments before.

Sunset tried to dart around the Candy Mare to get to the transposition array, but the monsters attention had never truly left her. Moving so quickly that she seemed to materialize in front of Sunset out of thin air, the grinning ghoul blocked her path. "I won't let you stop me! I've lost too much... too many to let you stop me now!" cried the unicorn in girl form as she threw a punch that failed to connect. Again and again, she tried to strike the Candy Mare but, compared to how quickly the twitchy child could dodge, it was as if her fists were moving through molasses. "Hold still!" Sunset cried through gritted teeth.

"If you insist," Candy replied with a giggle. She stood stock still as Sunset's fist finally made contact. Only, instead of a satisfying thwack, Sunset's fist actually sank into Candy's chest with a sickening slurp. Pain immediately shot down Sunset's right arm. It felt as if she had plunged her hand into a vat of boiling acid. "You shouldn't have kept that hand, you now. I am connected to every one of my candy children, down to the smallest piece... And it led me right to you!" Sunset watched in horror as Candy's rib cage opened like a hungry mouth. She was about to be swallowed alive, the same way Applejack had when her grandmother's corpse had devoured the country girl. "But hey, I don't mind lending you a hand, so long as you don't mind returning the favor," she giggled darkly as the gaping maw in her chest started to close.

That was when Candy's head suddenly exploded. She roared and shrieked through her ruined mouth as she squirmed away, freeing Sunset's hand. The candy monstrosity didn't get far though, before the spanner that had scythed through her head smashed in her rib cage and crumpled her tiny body to the floor.

Maud Pie, lab coat splattered with gore, stood over the Candy Mare with Twilight's heavy spanner gripped in one hand and her sisters arm still grasped in the other. In that moment, Maud's cold eyes and deadly calm were almost more terrifying than the Candy Mare's madness. From the look of the ragged bone at the end of Pinkie's detached arm, it seemed Maud had used it as a club to beat back the candy ghouls. It wasn't until Sunset realized that Maud had been crying that she felt the ice that had frozen the blood in her veins start to thaw. Using Twilight's dropped spanner, she threw a switch on the side of the array that activated the tesla coil's. Man made lightning surged through the device, electrifying the hand in a jar in the center of the array. It shook and smoked, but slowly a glow that Sunset recognized as magic surged through the device, and a swirling green vortex opened inside the mirror. "You need to go," is all Maud said.

"What about you?" asked Sunset, eyes welling with tears of her own. She could see that whatever time Maud's rage and sadness had bought them was fading quickly. Already the candy ghoul's were starting to squirm their way over their broken comrades and surging up into the lab from the basement hall. Worse, she could see that Candy was piecing herself back together, using the shreds of Rarity's stripped flesh to bind her body back together. "You can come with me. We might not get where we need to go, but at least we won't be here."

A fierce light entered Maud's eyes as she answered, "No, you need to go. Only you. I'll make sure they don't follow." Sunset still hesitated, one hand inches from the portal. "Just go!" cried Maud, raising her voice, for the first time in her life, and shoving the girl from another world through the portal. As soon as Sunset was through, Maud smashed the mirror with the wrench. For a moment the fragments of glass floated in mid-air, showing reflections not of the dead gathering around her, but of other worlds and possibilities. In one fragment, Maud saw herself and her sisters. They were all smiling... even Maud.

They were all happy.

That was the last thing she saw before the device exploded, sending out a shock wave that leveled the mansion and buried Twilight's lab under thousands of tons of rubble.

The Night She Came Home

Sunset pounded the ground with both of her fists as she cried, unhindered, giving full-throated voice to the feelings she'd been trying to keep in check. Those self same emotions she had tried to suppress as her friends had died one by one, taken from her in one cruel fashion after another. It's not fair, her bellowing sobs seemed to scream to the world at large, it's not right! This wasn't supposed to happen.

Worse, as she looked down at her filthy cloths and bloodied hands, through tear blurred eyes, Sunset realized that she had failed once again. She was still human. While she might have escaped the Candy Mare, for now, the portal had failed. It had led only to some small, cramped, dark room that was barely illuminated by the ghost of a harvest moon. Her friends had lost their lives for nothing. Nothing!

She continued to beat at the floor, sobbing and moaning. She was vacillating wildly from wishing she was dead, so she could be with her friend, to wishing that Candy would appear in front of her so that she could have something to take her rage and frustration out on instead of herself. There was something hot, incredibly hot deep in her guts. It writhed and twisted as she vented her anguish. In time it seemed to stab at her, as her tears ran dry, and she began to moan not from despair, but from waves of blinding pain that threatened to rob her of her consciousness. Struggling, hands shaking, Sunset slowly lifted her shirt exposing her midriff. Looking down, she could see that something marred her otherwise smooth belly, something dark red that seemed to wriggle and crawl for just a moment before it fell still.

It was a map.

Sunset had no idea how it had gotten there, but it looked as if someone had carefully and painstakingly carved a map into her living flesh... Peeling off the soft skin to etch out it's lines and curves. Instinctively, she knew that the map would lead her to another portal, the one that the Candy Mare had used to travel to their world in the first place. If she could only find it, maybe she could complete her mission after all. Maybe she could make it so that her friends lives had not been lost in vain. The map began to disappear, healing into pale scar tissue that faded into the rest of her skin. In mere moments, the map was lost, sunk deep inside Sunset Shimmer where she could no longer see it... No longer even feel it. A great emptiness yawned wide deep in the pit of her stomach as she realized what she had lost. The one chance she might have to fix things, to make things right, had vanished before her eyes.

There was only one thing she could do. She needed that map. Gritting her teeth, she dug her fingers sharply into the flesh of her own stomach. To her surprise, the soft, fatty tissue yielded to her touch. Blood ran in rivulets down her abdomen as her fingers sank deep past skin and muscle. Slowly, painfully, she began to lift and peel her stomach away, exposing the dark purple and bright red organs that hid beneath. She tried not to look at them, tried not to see how they spilled out onto the floor, unwound and dangled around her legs.

She had to go deeper.

She had to see.

She had to find what was hidden inside!

Eyes bloodshot, crimson foam on her lips from where she had been forced to chew through her tongue to keep from screaming, Sunset thought at last she saw it. Somewhere in the web of veins and capillaries, she saw it! The Candy Mare's face smiled up at her from deep inside her own foul smelling, burst entrails, features stretched taught between Sunset's gore drenched fingers.

"Trick or Treat!"

Sunset woke with a start. Everything hurt. Breathing, hurt. It felt like her chest was on fire. Chances are she had more than one broken rib. Each inhalation brought a sharp pain that arched down through her abdomen and into her groin. Each shuddering exhalation brought the ghost of relief... Which only made that next breath hurt all the more keenly. It didn't help that the air was dry and dusty, forcing her into coughing fits that felt like grenades going off in her lungs. She hacked and wheezed hard enough that eventually she spat out a small black wad of something coated in mucus and blood. A piece of lung or a fragment of lunch? When was the last time she'd even eaten anything? Even had the time for anything other than running and screaming and crying?

Her head was pounding.

She looked around the room through blurry, sleep deprived eyes. Everything seemed to be covered in tarps and dusty blankets. Everything, that was, except for the full length mirror that Sunset lay prone in front of. As she gazed into the mirror, she saw for the first time that the source of soft illumination that had allowed her to see her surroundings was coming from her own horn. Was this some kind of trick? A false mirror? No, with rising excitement Sunset realized that her fingers and toes had been replaced with hard little hooves. Her eyes lit on the cutie mark that blazed like a warm sun on her side. The soft green glow intensified as Sunset tapped into the wellspring of magic that lay deep inside her, that was her birthright.

Sunset Shimmer was home!

No, she corrected herself harshly. No she wasn't home, but she was in a place very much like home, and that meant things were about to get much more dangerous. Despite what she had told Pinkie Pie before she had... before everything had turned out so badly, being here was no less dangerous than staying in the human world. If she was going to have any chance at all of doing what she had come here for, she needed to not only be cautious, but outright clandestine. She tried to slow her breathing and calm the pain in her chest. Now that she knew what she had experienced before was just a nightmare, she could focus her power on healing instead of harming herself. A soft green glow enveloped her chest, easing the pain and resetting the broken ribs. They would still take time to heal properly, but for the moment her breathing was a little less painful.

Now she could focus on the hard part.

If this world had indeed been overwhelmed by the Candy Mare, than she ran a great risk of detection now. If the Candy Mare so much as suspected what Sunset had been doing with the portal they had constructed, chances are that soon this entire world would be hunting her down. Sunset needed to take the utmost care that they would never find a trace of her. Focusing her magic, Sunset concentrated on a spell she had learned from forbidden texts that had previously been compiled by Tartaren witches. The spell was designed to hide a caster from those that could sense magic. So long as Sunset didn't use any large or flashy spells, she would be able to pass undetected even to the Candy Mare's senses. Or at least that's what she hoped. A sphere of vivid green energy, etched with glowing runes enveloped Sunset's form. As the runes faded to black the field turned translucent. She was now invisible, so long as magically sensitive were concerned.

The next spell she cast was a much simpler and less dramatic one, something she had used long ago. One to silence her hoof steps and make it so she could pass through the night unheard. The spell after that was another she had used before, to hide her scent, enveloping her briefly in a fluffy pink cloud. While ponies had never had a use for scent camouflage for the purposes of hunting, it was still extremely useful to a field researcher like Sunset when she needed to observe a dangerous animal up close.

Those rudimentary spells out of the way, she had to focus on something more delicate now. Grabbing one of the tarps off a piece of broken furniture, Sunset fashioned a Cloak of Camouflage. Unlike a true Cloak of Invisibility, this would allow her to blend in with her surroundings without giving off the tell tale aura of optical distortion that would otherwise give her away. It did mean that she would need to stand perfectly still in proximity to anyone that might see her, in order to keep from being caught, but combined with her other enchantments it would be like she wasn't there at all.

Her spell work drawing to an end, Sunset took a deep breath and held it, forcing herself to listen. All was silent. A faint, listless wind howled outside. She recognized the echoing sound as it brushed passed the high spires and battlements. Feeding more magic into her sense of hearing, she realized that the storage room she was in was inside Celestia's Palace in Canterlot. Good. She was close to her goal. She held her breath a few heart beats longer, enhancing her hearing magically, listening for any hoof falls or murmured voices that might tell her if she wasn't alone. She heard nothing, but that didn't mean all was clear.

Though she should be sufficiently shielded from detection, she still needed to be careful. A teleportation spell into a room she hadn't seen in years, indeed to a place that might not even exist in this universe, might just leave her with her body materialized halfway through a wall. It would be the height of irony if she made it this far only to end up killing herself. Instead, she'd have to conduct herself in the earth pony way, and hope for the best. Bracing herself, ready to duck back inside at the first sign of trouble, Sunset Shimmer leaned against the heavy oak door that led out into the Palace halls... And slowly pushed it open.

Though the rusty hinges squealed in protest, a quick silencing spell muffled the noise. Outside, the hallway was just as abandoned and dusty as the storage room Sunset stood in. She couldn't quite suppress a grin as her eyes darted back and forth. This was all familiar. The element of surprise was on her side, but she didn't have a moment to lose. Without so much as a whisper, Sunset moved swift as a fleeting shadow across the dusty floor. All was dark and quiet. It was the middle of the night here, just as it had been in the human world she had left behind. There didn't seem to be any trace of candy ghouls, which was all the better for her plans. Still, the spell that silenced her hoof steps would only last for so long, but if she was fast, she could make it to the Canterlot Archives without being detected. She could sense the subtle power of all of those ancient and enchanted tomes bound not far away. But as she drew closer to her prize, she couldn't help but notice just how broken down and abandoned everything seemed.

There wasn't even a hint of a breeze, a breath of air. Indeed, Sunset couldn't help but think that the edifice was not unlike a neglected tomb, a sepulcher long forgotten. Just how long ago had the Candy Mare overrun this world? With a growing sense of unease, she set hoof into the main hall, and her breath caught in her throat. The palace was a wreck. The few remaining tapestries, torn to shreds, hung limply from the walls and archways. A shimmering carpet of jagged multicolored shards was all that remained of the stained glass windows that Celestia had once cherished so dearly. Beyond those glass-less apertures lay only darkness, as if something had blotted out every star in the sky.

Sunset wasn't sure if she was relieved or terrified when she discovered that the windows were merely blocked by piles of rubble. The last thing she needed right now was to be spotted by someone, or something, lurking outside that might look in. Apparently the very masonry of the palace, that had stood for millennia, lay thick enough on the ground to bury what remained of the great hall. What had happened here? Had there been some sort of attack? Some terrible cataclysm? Or had the old citadel simply been left to the ravages of the ages and now lay in the relentless jaws of entropy? Such questions would, perhaps, never be answered. Sunset doubted she'd enjoy hearing the explanation anyway. Who knew why the Candy Mare committed the horrible acts that she did.

Climbing stairs that had been slowly worn smooth by water that dripped from the ceiling, Sunset carefully made her way towards her ultimate goal. The Canterlot Archives stood empty. She doubted that the Candy Mare would have any real desire for the ancient wisdom preserved within, but still, she took her time and approached cautiously. It was possible that the dormant magic within, left so long neglected, could have stirred up or attracted some arcane threat other than the Nightmare Night ghouls. Sunset had to suppress a sigh of relief as she stepped into the gloom of the Archives.

While the rest of the Palace had been devastated beyond recovery, it seemed the worst damage to occur to the Archives were a few cracks in the thick canopy above that let in the distant twinkling starlight. A thick fog, much like what she had seen back in the human world, did seem to shroud the world outside... But this high up the wisps were thin, only barely hiding the milky glow of a massive harvest moon. It was more than enough light for Sunset to see that the various tomes, scrolls, and treasured books remained undisturbed on their row upon row of shelves. More importantly, the ornamental crystal hourglass at the center of it all stood unbroken.

This was perhaps the riskiest part of this venture. While Sunset could hide herself, what she was about to do next would be a beacon to any nearby that could sense dark magic. She wouldn't have much time, but hopefully it would be enough. No, rather it would have to be enough. Sunset dipped deep into a well of power she had left untapped for over a year, one she had hoped to never have to call upon again. Slowly her eyes turned red, then began to glow green. A purple mist wafted from her eyes as energy of a similarly dark hue crept up her horn in a series of tiny explosions.

This dark power was something she had actually learned from Celestia, a kind of black crystal magic. Sunset had been fascinated by it, and had worked to harness its power for herself. Perhaps that was where things had started to go wrong for her. Even so, she was glad she had practiced with it now, as she sent a shadowy bolt of un-light streaking towards the hourglass statue. The clear crystal clouded, absorbing the dark energy and giving off crackles of black lightning. Within, the frozen granulates of sand began to fall backwards, from the lower chamber up into the one above. As they did, time began to flow backwards in a localized portion of the floor, revealing a spiral staircase that wound down around the statue. Sunset began to sweat, the dark flames of her spell a strain to maintain this long, but she needed the stairwell to open all the way down deep into the heart of the Forbidden Archives that only the Princesses, and one errant apprentice, knew existed.

She released the spell with a gasp, panting, but saw that the sand continued to flow in the crystal hourglass. This would be all the time that she'd have to find what she needed below and return to the surface before time would again flow in the correct direction and reseal the entrance. Small mercy to think she might die trapped with banned and forbidden knowledge that she had lusted for in the past rather than in the hungry mouths of the dead. She'd laugh if she wasn't terrified that it would be the first act off a very short decent into hysteria and madness.

Sunset quickly trotted down the stairwell to an ominous door that waited at the bottom. If she were an intruder, she might try to use the same spell to gain access here that had been used to activate the reverse time spell. Fortunately, she knew better, and tapped into another wellspring of power she had grown to miss the longer she had been without it. Warmth flooded her body, accelerating the healing of her wounds, as brilliant light poured from her eyes. Pure white flames licked along the edges of her horn as she focused a powerful spell into the jewel that set atop the doorway.

Without having to lift a hoof, the door swung open, allowing her entrance into the dim green lit halls below. As the door shut behind her, Sunset at last felt that she could breathe a little easier. Though she had been dreadfully exposed while she had been unsealing the Forbidden Archives, now that she was within, she knew that the chamber was fortified against the entrance of any creatures with ill intent or evil in their hearts. Indeed, Sunset had been terrified that she would be repelled from the room, like the last time she had tried to gain entry. But she pushed such shameful thoughts from her mind. That she was able to gain entry this time meant she wasn't the same pony she had been before, she was a new person now, and her past was not the same as today.

Peeling back the hood of her makeshift cloak, Sunset used her magic to grab an enchanted candelabra from one of the wall sconces. These sealed archives had always been less than inviting, existing in a chamber of smooth and reflective black onyx that seemed to drink in and swallow even the brightest light. The many bookshelves themselves had been carved from the same substance, making it appear at first glance that the bound tomes and scrolls were floating in darkness. Sunset knew that what she was looking for would be buried far back in that soupy darkness. She only hoped that it had been left where it had been before. Naturally, there would've been no real reason to move it. The spell on this room would keep her from seeking it if she were doing so for any nefarious purpose.

Though she should've felt safer now than before, especially with her goal so near, the suffocating silence in this place set Sunset's teeth on edge. Everything here had remained untouched by the ravages of time, and the rot that had seemed to take hold of the rest of the palace, but there was something here that seemed profoundly changed. There was a sickly, sweet stench that reminded Sunset only of death and a could chill not unlike that of the grave.

Perhaps this is why it came as something of a surprise when she found herself standing before the very shelf she was seeking without encountering anything amiss. The book was chained to its shelf, bound and locked in cold iron as some of the other more dangerous tomes around it had been. But this grimoire was not consigned for any evil spells it contained, but rather more for a differing ideology as well as knowledge thought best left forgotten. In many ways, rival ideology's were far more dangerous to the day to day lives of the ponies of Equestria than any dread spell. And knowledge? Knowledge was always a dangerous thing, be it in possessing it or lacking it.

Knowledge could end worlds.

Setting down the candelabra high on the opposite shelf, Sunset reached for the book with her magic, and opened it. The pages turned back and forth before her eyes, the books old spine creaking with the turn of each page as she searched through passages dimly remembered. The book was called 'Ye Olde Tricks and Treats'. There were rumored to be copies that still existed scattered out among various libraries across Equestria, much like the one Spike had sent her references from earlier, but those books were mere copies of this original text. Much had been lost in translation from the high unicorn and low earth pony languages when the various tales held within it's pages had been translated into common Equestrian. The pegasi language had apparently been the worst to translate, as they had a habit of composing most of their stories either in grand sweeping epics that were books unto themselves, or as short poetry consisting of three phrases separated into five syllables, then seven, and finally five again, which were usually related to the weather somehow.

These stories were preserved in their untranslated form in this, the original version of Ye Olde Tricks And Treats, a book bound in hard oak wood and filled with sheaves of papyrus thin paper. Sunset had to mouth some of the words as she read, working through three different languages that slowly melded into one as she searched for the story that had been read to her so long. As she had told her friends, the librarian that had done so had quickly been banished after it was discovered the kind of knowledge that she had been imparting to Celestia's favorite student. She didn't understand why then, but she think she had a good idea now. Her breath caught in her throat as, at last, her eyes lit upon the words that they had been straining in the greenish half light to find. There, in rich black ink that had faded gently until it appeared not unlike old blood blotched onto the page, the story of 'The Candied Mare'.

Lost in that moment, Sunset nearly jumped out of her skin as a high pitched voice asked, "Whatcha doin'?"

Return to Candyland

Sunset whirled, sending her cloak flying outward as she turned to see who, or what, had spoken. A deadly spell limed a verdant arc along the length of Sunset's horn as she prepared to defend herself. The spell fizzled out to a mere spark as she beheld the tiny filly that cowered before her. "I-I-I I'm ever so s-s-sorry. I didn't mean to s-startle you miss," came the tremolos apology.

"Who are you? How did you get down here!?" Demanded Sunset, eyes sharp as she looked the filly over, certain that this was some kind of trick. She certainly seemed mundane enough, a tiny earth pony with an orange coat and curly bright red mane. A green bonnet was tied smartly in a bow under her chin. Her appearance was so ordinary that it, in and of itself, was suspicious. She didn't even seem to have a cutie mark yet, as her flank was quite blank.

"I came in through a hole a few yards back that way," answered the filly gesturing behind her somewhat uncertainly. "I swear I didn't know anypony was in here or that this library belonged to anypony. I was only hiding here because this is the one place that the dead ones never come."

"The dead ones?" asked Sunset narrowing her eyes.

"Yes'm, the ones all covered and coated with sugary sweets but dead and rotten underneath. It's their festival night you see, so they're abroad in the land making mischief," she shivered, as if the very idea was a fright all its own. "If they found me, they'd torment and torture me and worse... So much worse. Especially if she was involved."

"She?" wondered Sunset allowed, the look of mistrust in her eyes softening.

"Why, the one who rules this realm. The Candy Mare." It was the filly's turn to to look curiously at the cloaked unicorn. "Pardon, but how could you not know that miss? I thought everyone knew about the Candy Mare."

"I'm afraid I've been away... Far away for some time now," replied Sunset cautiously. "In fact, you might say I'm not even originally from here. But that doesn't mean I don't know of the Candy Mare. Tell me, how have you survived in her realm little one?"

"Hiding mostly. I'm small so I can climb into very small spaces that the dead don't seem to be able to fit into. That and," the filly gestured around her. "I have this sanctuary. Not even the Candy Mare herself seems to know it's here. It's dark and a little scary, but nowhere near as scary as being out there with them when you're by yourself."

"You're by yourself? What about your parents?" inquired Sunset.

The filly's ears drooped and her face fell. "They...they're not alive anymore."

"Oh...Oh of course. I'm so sorry," she apologized quickly. "I shouldn't have asked."

"No, no it's quite alright miss," reassured the filly, trying hard to hide tears that wobbled at the corners of her eyes. "Oh, where are my manners? Here I've been wittering on and I've not even introduced myself. My name is Pumpkin Patch! I'm ever so pleased to meet you!"

"I'm Sunset Shimmer. The pleasure's all mine, I'm sure." she paused before continuing. "Frankly I'm amazed a filly like you has managed to survive by herself at all."

"It hasn't been easy," replied Pumpkin. "There are a few other survivors, but there are less and less every day. I...I fear," she shivered. "I fear it won't be long until I'm the only one left. Just me and... Them."

"That won't happen," replied Sunset firmly. "I'm here to put a stop to the Candy Mare and the nightmare she's caused once and for all."

Pumpkin Patch brightened. "Really miss, is that true? But how ever will you do it?"

"I have my ways," replied Sunset cannily, not yet certain if it was safe to trust this little filly with such information.

"Really miss?" asked Pumpkin, an incredulous look on her face. "I don't doubt many have tried before you and failed. What makes you think you will succeed?"

"I have this," replied Sunset, lifting 'Ye Olde Tricks and Treats' into view, reasoning that it wouldn't hurt to tell the filly at least this much. "This is a record of the Candy Mare's first appearance in Equestria, as well as her first defeat."

"How does that help?" asked Pumpkin, eyeing the book with bright green eyes.

"Well, other versions of the story say that Luna was able to bind the Candy Mare so that she would fall dormant and sleep in the earth, but the truth is that Luna did much more than that. These pages detail how Luna was able to split the curse that was the Candy Mare from her body, leaving her formless, nothing more than a shade. It was this body that was sealed in 'sleep eternal', in hard stone rather than just 'earth'," explained Sunset, turning to the pages in question that were written in an ancient earth pony dialect. "Those old earth pony tribes had so many words for different types of 'earth'; soft clay, loose sand, hard rock, many of the translators just lumped them all as 'earth' and seemed to think that was close enough. Still, this passage actually implies that the Candy Mare's body is sealed in carved stone. A statue!"

"But I've seen the Candy Mare miss," replied Pumpkin somewhat warily. "Her body didn't seem to be sealed away anywhere to me."

Sunset shook her head, "She doesn't have a body, not a real one. She hasn't had one since all those many moons ago when she was defeated by Princess Luna. The passages go on to say that different pieces of the Candy Mare were sealed away in fearsome statues forged in Luna's image as she appeared when clad for war. I believe that these are the statues of 'Nightmare Moon' that tradition dictate children leave offerings to during the festival of Nightmare Night. But there's a problem..."

"A problem miss?" asked Pumpkin, just barely able to follow along.

"Yes. Though pieces of her body were scattered, this text seems to imply that Luna's victory is where the Candy Mare was bound, that it was Luna's victory that sealed her fate. The phrase is very specific and repeated several times. It goes on to some rather flowery prose about how it is a victory that shall wave a flag over her fallen form for all of eternity." Sunset turned the pages back and forth, trying to make sense of the words she was reading, trying to see if there was some other way they could be interpreted. "Basically the bulk of her body is sealed in stone and 'bound by Luna's Victory', whatever that means. It won't do me any good to find the remains sealed in the statue's of Nightmare Moon if the greater part of them are somewhere else entirely."

"Pardon me for asking Miss Shimmer, but why ever would you want to find that fiends original body?" asked the filly perplexed.

"To destroy it," she replied simply.

A shocked look passed over Pumpkin's face like a fleeting phantom, but then she had to ask, "Whatever for? It's clear the Candy Mare doesn't need it anymore. She moves about Equestria freely, unhindered by whatever it was that Princess Luna did to her."

"No. The curse that created the Candy Mare still moves unhindered, but the conduit of the curse remains where it has been this entire time. If this were not so, she would've never needed to create a new body for herself in the hum-... uh, in the far off land that I was in a short time ago." The filly just gawked at her, still not quite understanding. "The Candy Mare isn't a real pony. She's a spirit or a curse, like a living grudge that leaps from victim to victim, using candy and their bodies to manifest itself. But if I can find her original body and destroy it, there will be no conduit for that curse to act through. Then the Candy Mare could create as many vessels as she likes, but once I burn her bones to ash, it will destroy everything that she is or was. Her spirit will simply cease to exist."

Those last words were spoken by Sunset with a pleasure that surprised even her. The look on Pumpkin's face was a mixture of both fear and doubt. It was somewhat surprising when she suddenly seemed to come to a decision. "I'll help you," she said. "I think I know what that book means. I've had a lot of time to explore near this sanctuary. I think I know where 'Luna's Victory' lies. But in return, I'll require a favor."

Though Sunset had agreed to Pumpkin Patch's terms, she wasn't sure it was wise to trust the filly. She'd spent too much of the last few hours fleeing from a terrible monster in the form of a child to fully trust that this little filly. As she lead Sunset through the Forbidden Archives to the exit she used to go in and out of the palace, Sunset was already thinking it was impossible that she was entirely what she seemed.

It didn't help that, though Pumpkin had asked her for a favor in return for her guidance, she hadn't actually said what form that favor would take. Sunset was reminded of some of the darker tales that she had read in the archives before, of travelers being lured to their doom by lost children they had found deep in the woods. Most often, those stories had ended rather gruesomely in tribal cannibalism, but every now and again the stories would take even darker tones and the filly or colt would turn out to be an even more malevolent entity. Demons had mostly been driven from Equestria long ago, or bound deep in the pit of Tartarus, but there were still rumors that such entities still persisted in long abandoned or disused homes out on the edges of society. Sunset didn't want the 'favor' to turn out to be a bargain for her life or her soul.

Still, when they emerged from the crumbling palace walls, it was not Pumpkin's potential betrayal that was foremost on Sunset's mind but a deep and abiding sense of wonder! Abject wonder!

Canterlot, no, all of Equestria had changed remarkably. She had expected the city to be in ruins, a burned out husk. While there were signs of that here and there, it was not so much the city but the environment itself that had changed. Beneath the glow of a high, full moon, a thick pall of mist just barely concealed bubblegum pink grasses that perfumed the air with a sickly sweet stench. The land was luminescent in the dark, sparkling beneath a sugar frosted coating that seemed to dust everything. Trees grew amid the ruined buildings, candy cane trunks supporting sugary needle sharp leaves. A green gloppy sludge, that passed for a river, bubbled and fizzed along its banks and beneath a nearby gingerbread bridge.

The very air was heavy and cloying, the scent of so many sweets harsh in Sunset Shimmers nose. And the buildings! Where they were not scorched and crumbling, they too had seemed to be grown over with a thick candy shells or bizarre gingerbread versions of their former glory. She looked back at the hole from which they had so recently emerged, and was awe-struck by the towering edifice of candy and cream that had once been The Palace of the Princess. It was as if it had been transformed into a vast and extravagant forty story cake! She was uncertain if she should feel sickened or astonished.

An overwhelming sensation of deja vu washed over her as a chill penetrated Sunset's heart. This really wasn't her Equestria, but even so, the scene felt so familiar. With the deja vu came an overwhelming sense of foreboding and dread. It took Sunset a moment to realize that she was very much alone on an alien world that she did not understand, and that the one living pony that had offered to guide her was swiftly dwindling into the fog ahead of her. Demon or otherwise, Sunset couldn't bare the thought of facing this world on her own now that she had seen what the Candy Mare had wrought of it. On hushed hoof falls, she quickly caught up to Pumpkin Patch. She was about to speak when the filly raised a hoof to her lips, a sign that she was to remain quiet.

It didn't take long for Sunset to see why. Near the center of town, fires burned brightly. The echoes of laughter and singing, that sounded as though they didn't belong in this world, floated from the burning grin that had been carved into a squat building that was awash in flames. The dead were here. Sunset could see their shadows, as twisted and deformed as their shapes, black against the dancing fire light. There must have been thousands of them! Dead ponies arraigned chaotically singing and laughing and screaming, "Nightmare Night! What a Fright! Give Us Something Sweet to Bite!" They chanted the phrase over and over, seeming less a song than a cry of anguish... A plea even. A desperate call that knew only hunger, loss, and pain.

Even so, the dead seemed happy. They all wore bright, sharp, shining smiles that reflected in the firelight. The Candy Ghouls had no choice in that matter, being made in the image of the Candy Mare herself. And they all seemed to laugh as the larger turned on the smaller, and tore them apart.

Pumpkin Patch at last spoke as they turned a corner and slowly drifted away from the terrifying scene, "When they can't find fresh meat they try to eat one another. Apparently they taste terrible, as there is always enough left over for them to regenerate by the next night. Still, on Nightmare Night who knows what they'll do? Their desperate to honor their creator, their master, their Queen the Candy Mare. If they were to catch us..."

"They won't catch us," reassured Sunset, not quite believing her own words even as she spoke them. "My defensive spells should extend to you so long as you stay close. Just show me what we're out here for and then I'll take you back to the Archives...er... your sanctuary."

As they continued along their way, the candy coated buildings fell away, giving rise to a series of crumbling statues and more alien looking foliage. A great expanse of sugar dusted leaves, in hues of every color of the rainbow, extended in a wide expanse as far as Sunset could see. It took a moment to realize what she was looking at were hedgerows. They had arrived at the great maze of Canterlot.

It was so strange to see it like this, a place she had played in her fillyhood, at one and the same time familiar and yet so bizarrely changed. The many statues that had stood sentinel over her youthful play themselves seemed to be overgrown with crimson vines that, on closer inspection, were revealed to be growths of red liquorice. It took a moment for Sunset to realize that she was standing before the statue of Discord.

As a child the statue had always been a foreboding presence, as she knew that it was more than a mere craven image. It was funny, it seemed the statue was actually in the act of cringing now, where before it had been laughing triumphantly. Surely there was a story behind that, but that was not the only difference. It appeared that the head had long since been smashed to rubble. Perhaps the Candy Mare had discovered the statues secret and taken precautions. She doubted that just smashing the statue would be enough to destroy the entity that slept within, but even so, festooned as it was with the scarlet creepers she almost pitied the old crumbled thing. Compared ot the Candy Mare, Discord's brand of chaos and turmoil were like a day at the beach.

"This way, it's not far now," said Pumpkin Patch, a certain hollow tone to her voice.

Sunset immediately saw their destination, and knew right away why Pumpkin had suspected that this was their goal. It made perfect sense. The statue of a mare, waving a flag that had now grown tattered and discolored by weather and time, stood proudly as the only statue that the crimson creepers had not yet engulfed. Indeed the ground all around the statue seemed to be completely, well, normal. Healthy green grass and even a few flowers sprouted there, as though this was the last spot of land in all of Equestria that stood defiant against the Candy Mare's power. Looking at the statue with an eye for magic, Sunset was almost blinded by the radiant spell that lay over the cold stone. No wonder the Candy Mare's corruption couldn't seize hold of this statue, it would be like trying to hold the sun on the cusp of your hoof.

There was no doubt about it, this had to be where the Candy Mare's body, her true body, had been sealed away.

"This is it! This is what I needed to find! To think it was here on the palace grounds all this time!" exclaimed Sunset. "This is an incredible stroke of luck."

"If you say so miss," replied her filly companion in a flat monotone, her expression unreadable in the shadow of the statue. "Now, about my favor..."

Suddenly on guard, Sunset turned to Pumpkin, "Yes? I will do what I can to uphold my end of our bargain, once you tell me what it is you want. I am a mare of my word. But I have to warn you, our time is short."

"Don't worry, this won't take long," said Pumpkin leaning out of the shadows, her eyeless face shriveled and distorted. Without warning she shoved her hoof through Sunset Shimmer’s skull.

Memories

She woke up coughing, gasping for air. Everything hurt, from the tips of her hooves down to her tail. An unpleasant burning in her throat let her know that it had been some time since she'd had any water, and the hollowness in her stomach told her that food was something she also was in dire need of. Food... For some reason the thought of food was enough to turn her stomach and make her gag. It make her wish she would never hear the word again, let alone lay eyes on anything that remotely resembled 'food'. It was an odd reaction given how weak and hungry she clearly was.

It felt like she had been dreaming. Or perhaps she was dreaming still? Everything had the familiarity of an old nightmare. The kind that would be almost comforting if it wasn't for your inability to prevent everything from going wrong. She tried to look around, figure out where she was. The light hurt her eyes. It was so bright here that there were no shadows. As she got up on wobbly legs, her own shadow was nothing but a smudge beneath her body. Where... Where exactly was she?

Her thoughts were so sluggish and hazy, from sleep or dehydration, she wasn't sure. Just remembering, the act of attempting to remember made her head ache in ways that forbade any recollection. There were fragments, of nightmares or memories she wasn't sure, of something in the dark calling her name... something laughing. All she truly knew was that she was alone, that the featureless white walls and barren floor that surrounded her were devoid of any sign of an exit, and that she must have been here for some time. Well, perhaps she was right about two out of three. As she continued to look up, she could see that the walls were not entirely featureless. A dark glass panel set high in one wall flickered from darkness to light. She could see through the thick glass that, in actuality, she was not alone. Not at all.

"Ah, I see that you are already conscious subject. Very good, that saves us the time and trouble it normally takes to rouse you for testing," said a well dressed unicorn. Indeed he was not simply well dressed, but well spoken. 'Nobel' was the word that came to mind as she looked up at the handsome stallion's golden eyes as they gazed back, though rather more indifferently upon her. His mane was elegantly coiffed, a shock of brown against a yellow coat and a horn that shimmered with golden hued magic. For a moment she wondered why it was that he wasn't helping her. Why he wasn't trying to get her out of this pit she was clearly trapped in. Then the memories rushed back with a lurch, along with a name.

Lemon Drop.

He had been her captor now for some time. Time... it had lost all its meaning, impossible to measure here, buried far away from any natural light. She couldn't even mark its passing by her sleep, as Lemon Drop had a habit of waking her at odd hours to continue his never ending 'tests'. Unbidden, words formed on her lips, "Please mister. Please stop this," it hurt to speak. Her teeth felt chalky in her mouth and her tongue was covered in blisters. Just breathing was painful, the cold air on her teeth felt like hooks scraping across exposed nerves. "What you did to my... to my father... I can't forgive you, but I can forget about it. About it and what you made me do... made me eat. Just please don't do this anymore. I swear I'll never tell a soul what happened. I'll take it to my grave, I will. Just...just let me go home to... to my mum..."

"And do you really think your parental unit would want you back, subject?" asked Lemon Drop dispassionately. "The way you are now? Swollen and fat, teeth rotten, bones brittle. You are unsuitable for work in the fields any longer. The one thing an earth pony is good for is scrounging in the dirt for food, and now you can't even do that. Indeed you, would only be a burden upon any else who could be persuaded to take you in. Is that something you truly want? I think not. No this, my great work, is all that you are useful for now subject. This and fertilizing the fields once we are done."

Tears stung the edges of her eyes. This was cruel, far too cruel, but she knew that even though his heartless words were meant to break her will, they were not wrong. She could feel it. Her swollen stomach practically touched the ground. Her legs trembled, trying to support her own weight. She wouldn't be any use to anypony. But that wasn't her fault. That wasn't her fault at all. It was this man, this unicorn that looked down on her and refused to address her by name. Who refused to even regard her as anypony worth addressing save when it suited his own twisted needs. She had given into despair long ago, the moment she had been fed food she would later learn had been her father, but this cruel existence had continued to drag on and on. Despair did nothing for her plight, but now something new blossomed in her fragile heart. Something cold and bitter, but burning at the same time. She had never before known 'hatred' in her short life, but she knew it now.

"So what? So what if I'm worthless? So what if I can't serve you horrible unicorns anymore!? It was you that did this to me! It's you who has done all these horrible things, made me suffer, made me scream and not even so much as batted an eye!" she was yelling now, which hurt her throat and her teeth even more, but she didn't care. Torrents of vitriol burned more painfully in her heat than anything physical ever could, and there was no way to stop the pain but to give vent to it. To let it out. To let it sing! "You prancing, preening, parasites don't deserve to eat our food. You and the pegasi are just leeches, feeding off the life blood of our land and not understanding it one bit! You and your kind are the worthless ones! The ones who deserve to rot in the fields... to bring forth new life from your worthless corpse!"

"And what does a child now of such things?" asked Lemon Drop dismissively, continuing to go about his preparations without so much as glancing in her direction. Was he even truly paying attention at all?

"I know enough, I do! I know your lot do nothing but warp the world with your unnatural magic! Same for the pegasi with the weather! And the earth ponies just cower and scrape in the dirt. They should've rose up against your tyranny long ago. They should've smashed your high towers and castle towns to the ground! They should've ripped the pegasi out of the skies!" she was in tears now, hot wet blobs spilling from her cheeks as her bellowed hatred echoed off the walls and painfully back into her own ears. Her legs wobbled beneath her as she swallowed frigid air in great quivering gulps. Was it growing colder in here? "We were stupid! So stupid for looking up to you. I was so...so stupid... for ever trusting you. For ever even wanting to see you and your stupid sweet shop! If you won't let me leave at least let me die! Put an end to this misery!"

A thin laugh floated down from above. A chortle? A sigh? "My unfortunate subject, you seem to be under the false impression that what you think matters," said Lemon Drop, turning his cold eyes on her again at last. "You were stupid? Of course. We are tyrants? Of course. You want to die? Of course. That is just how things are. You have no control over these things. There's nothing you could ever hope to do about them. So do cease this unsightly blubbering. As I've told you before, your mouth is for eating, not for crying." There was the sound of a switch being flipped, and the familiar scratch of the phonograph's needle as it began to carve sound into a blank cylinder. "Testing Phase Theta twelve. Subject is lucid, though disturbed. I note this now in case there is any deviation in our results, but I doubt it will have any measurable effect on today's testing. We start with batch seven seven seven seven. A lucky number I am given to understand, though I find such superstitions coarse, trite, and hardly worth mentioning. I annotate it here merely for 'humors' sake, as this is a subject I have been told I am rather remiss in. Be that as it may, batch seven seven seven seven consists of the following: cocoa butter, milk solids, milk fats, vanilla extract, and sugar. A preservation spell has been utilized to keep the milk from souring as subject mentioned a certain foul taste from a similar batch produced previously. A cooling spell has been applied as well to chill the confection and help it maintain it's shape. Administering now."

The candy floated down from above on a tray that was shoved through a small slot. The sweetie itself floated from the tray and towards her mouth. She held her mouth shut. She had done this many times before, but now she clenched her jaw so tightly she feared she might pass out from the pain. If so, that was fine. Anything to resist this horrible unicorn. Anything to rebel against the lot in life he seemed to think was the only thing she had ever been destined for.

She knew it didn't matter.

If just shutting her mouth were enough she wouldn't be in such poor health as she was now. No, she could already feel the magic seeping into her bones as it slowly pried her teeth apart. She tried to clench down harder, straining, grunting, fresh tears streaming down her face. She felt her muscles spasm, her jaw shiver and shake. The pull intensified until, with a terrible crack, her eyes flew open wide.

He'd done it. He'd done it at last.

He'd broken her jaw.

For a moment her jaw hung loose, dangling from the sinew and muscle that burned as they twisted and snapped. The pain was immense, a white knife piercing either side of her face. Even so, she couldn't scream, couldn't vent the terrible agony she was in... Not with her mouth full of candy. Not with Lemon Drop's magic forcing her to chew with broken teeth, making her taste her own blood mixed with chocolate. She sputtered, choking, spewing the filth from her mouth, but even what splattered on the floor rose again and drifted towards her mechanically chewing mouth. "Now now, subject. There's no call for that. Waste not, want not." She wanted to scream, wanted to bellow her rage and impotence to the stars. But all she could do, all she could ever do... was eat.

Hours, that felt like days, passed at glacial pace before the testing finally ended. After the customary degradation of being forced to void her stomach, Lemon Drop had activated the cleansing spells and the room that had been splattered with the contents of her guts had returned to pristine white. There was even a lemon fresh scent. She was left, hollow and hungry as before, her jaw broken, and her heart hammering in her tiny chest from both the sugar and the harrowing experience she had just endured. The lights, the blinding lights, at last were shut off. Only a rectangular square of illumination shown down on her from the mad unicorn's work shop above. He had quickly lost interest in her, moving on to analyzing the data she had provided for him today. If she had any tears left to cry, she would've started crying then, as she had done after many testing sessions past.

But not tonight.

Tonight something was different. She could feel it. Her heart beat faster as she realized her pain was fading. It started with her limbs, stiff from lack of use already, as they slowly grew rigid. It spread upwards through her body and into her chest. She could feel it like a fist, squeezing her heart. The organ just refused to stop beating, though it stuttered and stopped it still continued to beat. She had begged for death in the throes of her agony, in the grip of pain and despair the likes of which no little pony should ever have to endure, but now as she felt that icy fist squeeze tighter she realized that wasn't what she wanted at all. She had never truly wanted to die. She wanted to live. She wanted to live and live and live and live, no matter what it cost.

"So live," said a familiar voice.

Her eyes darted around in the darkness, blurry and weak though they were. She tried to turn her head, but the creeping stiffness held reign their as well. It was probably just as well given how sore her jaw still was, but a cold lance of fear arched across her spine as she realized, for the first time since she had found herself in this room, she was no longer alone. "Who's... there?" she tried to rasp, though all that came out was a thin gurgle. Her tongue was going numb now, but with it at least came relief from the mass of needle sharp shards of bone that had become her teeth.

"Just a dream," came the voice again. "A dream of something better. A dream of freedom. A dream of revenge." As all other sounds began to fade away from her ears, she realized now why the voice had sounded so familiar. Though she couldn't speak with her ruined mouth, though she had just proven she could barely form even the simplest of words, the voice was her own. What was happening? Was she losing her mind? "Yes. And so much more. So much has already been taken from you. You're mind is the least of what you can lose."

'Who are you?' she thought to herself, still uncertain of what was going on. Her heart skipped a bit with the reply.

"I told you I am a dream. Your dream. The dream of a life that won't end in a few short moments," the voice laughed. It was not a comforting sound. "And I am a nightmare for those who have done this to you," She could feel the grip tightening on her heart. She thought that she could see, just barely see, someone standing beside her. Someone leaning down and smiling. "Tonight. This is our night... Nightmare Night! Oh what a fright! And how frightening we will be... you'll see."

'What's happening? What's going on!?' she thought, alarmed. It was harder to breathe now. She couldn't feel much but she could feel her lungs burning. Each shallow breath was a monumental effort. They were coming further and further apart now. Why couldn't she move? Why couldn't she even breathe? Why wouldn't her body obey her? She was frightened. Terribly frightened. She wanted her mum. She wanted to be far away from here. Anywhere but here!

"It's alright. Your old body is dying," said the disembodied voice, in mock comfort. It sounded less and less like her own. There were strange echoes to it. The being that stood beside her looked even stranger. It was like everything she had been forced to choke down, all the candy she had eaten, had fused together into one bizarre pony shaped entity. She knew what she was looking at couldn't possibly be real. That didn't stop it from smiling back at her with a sharp candy corn grin. "Don't worry, this won't take long."

Flashes. There were just flashes. She was eating. Eating more and eating faster than she ever had before. Her broken jaw didn't matter. Her splintered teeth felt fine. All she knew is that she had to eat. Eat and eat and eat and grow strong. Strong enough to keep eating. Strong enough to eat right through the world. The next thing she knew she was out of the room that had been her prison. It was so wonderful to be free, so fantastic, the feeling bubbling up inside her threatened to make her pop... Just like the warm salty thing between her teeth. Just like Lemon Drop's heart. It tasted sooo good. Everything tasted good in fact... And everypony. She couldn't stop with just one, but weirdly she couldn't seem to recall how she was finding them. Or really where she was going. One after the other she crunched through bone and swam through blood, all the while the strange song dancing through her head "Nightmare Night, what a fright. Give us something sweet to bite!" But she was done with sweets.

There was only one thing that was sweet to her now.

Only one thing.

The taste of raw flesh welled up in Sunset Shimmer's mouth, though she had never tasted it before. Nor had she ever known the torments that Pumpkin Patch had endured, but she knew them now. The smell of it alone would've been enough to make her gag, but tasting it? Living it? There were no words to describe her revulsion. All of this, from the moment she had awakened in Lemon Drop's torture chamber of a laboratory to the first Nightmare Night, the entire experience had passed through Sunset's mind in a matter of seconds.

Pumpkin Patch withdrew her hoof from Sunset's forehead. There was no wound, not even a scratch. How could there be when Pumpkin Patch was nothing more than a ghost?

Now that Sunset knew what she was, she didn't bother hiding her appearance anymore. Pumpkin Patch's wild, unkempt red hair shimmered and danced in a nimbus around her withered features. Only her eyes still appeared alive, a bright glowing green, while the rest of her body was faded and transparent. "Your understanding is all I wanted," the dead girl said. "It's my fault that Equestria has come to this. It's my fault that you and your friends have been hurt... have been killed. I know what she's been doing, spreading herself like a disease where ever she can. If you can stop her, I won't stand in your way... I'll even help you! You wanted to find her original body? My body? Well it's sealed in this statue, just as you discovered," she said, gesturing to the avatar of Victory. "I always wondered why I couldn't stray far from it, and now I know. It seems it was I that was bound here. I fear that the Candy Mare found a way to avoid the fate Luna had planned for her."

"Everything... everything that you showed me," said Sunset Shimmer, choosing her words carefully, the taste of rancid flesh still fresh in her mouth. "Did that really all happen? Is that really all true?" Her face was lost in shadows under her hood, but the green light from her horn suggested she was about to cast a spell.

That seemed to take the little ghost off guard. She looked down sadly, "Yes. Yes miss, and I'm terribly sorry I put you through that. I know you can't forgive me, and I'm sure you are very angry with me... But just telling you would've taken far too long. You needed to know what you were dealing with. If there were a faster way I..." Her voice broke off as Sunset Shimmer embraced her.

The spell Sunset had cast on herself was one that allowed her to interact with ethereal bodies. It had originally been used as a means to fight Windigo's and Shadow Ponies on equal footing. In this case it allowed her to touch a shade like Pumpkin Patch. Though the specter had just submitted Sunset to the torments of her last moments of life, to the horror that it was to be engulfed by the Candy Mare, Sunset had responded not with an attack but instead this warm embrace. Pumpkin hadn't known the touch of another pony in hundreds of years. She had forgotten what it felt like.

"What are you doing?" the phantom asked, confused.

"It's not your fault!" cried Sunset Shimmer, tears streaming from her eyes. "It's not you. I saw what he did to you. I saw what he forced you to do! I lived it! And now you think I'd be angry with you!?" Sunset Shimmer locked eyes with Pumpkin Patch. "I am so sorry for what happened to you. If it had been me...if that had happened to me, I'm not sure there would be this much of Equestria left! But you... You were fighting against her the whole time, weren't you? You were trying to hold her back. And then Luna... oh no. She thought she beat the Candy Mare but all she did was suppress you!"

Pumpkin Patch couldn't reply. It was true she had gone along with the Candy Mare's desires for some time. It was hard for her to resist. But after the whirlwind of destruction that had consumed the castle town was over... all she had really wanted was her mum. All she had desired was to be left alone. "Don't. Don't do this. Please, don't forgive me just like that."

"I'll do whatever I want," replied Sunset Shimmer squeezing the dead girl tight. "You do know that if I do this... I'm not sure what's going to happen to you. It will destroy the Candy Mare, but it may do the same to you. You might... cease to exist."

The filly smiled at her. Now there were the ghost of tears in her glowing eyes as well, "Do you really think I want to keep existing like this miss? Watching the world rot underneath a candy shell? I would gladly cease to exist if it meant an end to this long nightmare."

Sunset Shimmer let her go. The enormity of what she had experienced had left her reeling, but this was no time for dwelling in the past... in another ponies past at that. No, she knew very well now what she was dealing with, and she knew more than ever what she was about to do was the right thing.

She just hoped she had time.

"I thought I felt something. An irritable little itch, like an ant crawling across my skin," said a booming voice that seemed to come from every direction. The sugar coated earth roiled beneath Sunset Shimmer's hooves. Without warning, Pumpkin Patch shoved her onto the cleared patch of ground around the victory inspired statue. It was the last thing she did before the ground opened up and a giant set of jaws erupted from the soil to swallow the spirit whole. Her banshee wail of anguish was drowned by peals of laughter that threatened to deafen Sunset Shimmer.

Showdown

Laughter boomed like thunder as the stagnate air was suddenly whipped into a frenzy. Lightning cracked the sky in thick webs of orange and green. Sunset Shimmer could feel it now. If she had been paying closer attention she would've felt it before. In the grass, in the buildings, in the very air; the Candy Mare was here.

Thinking quickly, muttering under her breath, Sunset Shimmer sacrificed her protective spells to erect a dome of energy over herself and the statue of Victory. Not a moment too soon, as thick bolts of lightning rained down on her from above. Fortunately the shield held, negating the worst of the blast and redirecting it into the earth. Even so, Sunset Shimmer didn't stop feeding the shield spell, dumping magical power into it.

"What's this? Another insect?" boomed the voice again, laughter blanketing the night once again. The world around Sunset began to warp and twist. The crimson vines that had engulfed the rest of the statues began to writhe and twist like living things, serpents reaching towards the heavens. The barbed strands descended on the shield, covering it in a thick deluge that threatened to crack it open like an egg. All the while the laughter still rang out, beating down on Sunset Shimmer from all sides. That sinister laugh, she'd heard it every time one of her friends had died.

No more.

"QUIET!!!" roared Sunset Shimmer using, if not the Royal Canterlot Voice, then a reasonable facsimile there of. Anger burned bright in the unicorn's heart, and her magic blazed up in kind. Fire rolled off of her in a sweeping circle, melting the candy vines away and charring the ground in a wide swath around her.

As the flames dissipated, silence reigned. Or it would've, if it were not for the distant sound of a swelling tide. They swarmed out of the ruined city, they rose up from the ground, and seemed to crawl out from within every shadow. The hungry army of the dead, their eyes glowing with glee. Supper was here at last!

As they drew closer, one by one they burst into flames. Sunset Shimmer lashed out, unflinching, un-moving. The flames ate away both the candy and corrupted corpses that hid beneath. The impatient dead that she struck down did not rise up again and not so much as one of them so much as touched Sunset's barrier. Though single minded in their pursuit of fresh flesh, the crowd of grinning cadavers pulled back.

They needn't have bothered. No place was safe from the unicorn's wrath. A wildfire roared to life in the midst of the laughing dead, sweeping left and right, rekindling long dormant fires in the crumbling timbers of the city. The fires raged as the ghouls were consumed by hungry tongues of flame, long overdue cremation silencing their laughter and their cries of hunger once and for all. Even so, the numbers of the dead did not diminish, but instead began to swell. So too did their laughter.

Unfortunately, Sunset thought she could see why. What she had taken for the booming of distant thunder seemed instead to have a different source that now shook the earth. The mists parted and a pair of huge, burning blue eyes glared down from above a mouth a mile wide. Each tooth, a mountain in miniature, striped orange, yellow, and tipped with white. The dead cheered even as the Candy Mare's massive hooves crushed them. The mountainous giant that was coming for her may have been composed of countless dead bodies and assorted candies, but it was still just another vessel for the Candy Mare. "Quite the little fire bug aren't you? I like that Sunny. It makes things so much more cheerful when the fires are burning bright on Nightmare Night!" thundered the titan.

"What did you do with her!?" howled Sunset against the roaring wind and the cries of the cheerful dead. "What did you do with Pumpkin Patch!?"

"That stagnate soul?" asked the Candy Mare, never ceasing to grin. "What do you think I've done with her? I consumed her, just like I've been consuming her for thousands of years. Just like I've consumed this world. Just like I'm about to consume you!"

"You will never devour me creature!" shouted back Sunset, her horn flaring with magic. "You can't even so much as pierce my shield!"

"Oh can't I?" Jagged bones thrust up from the soil, thick candy claws that easily tore through stone and mortar. Even so, they melted away as they neared Sunset shield. The Candy Mare could see why now... the shield itself was burning hot. Candy or flesh, claw or bone, all were melted to vapor but a few inches from the shell. Indeed, the patch of ground Sunset stood upon was slowly rising as the earth beneath it melted to slag, a floating island in a magical sphere. "Clever, but you can't last forever. After all, you're only mortal. Soon you're weak little body will want for food or rest. You'll tire, and then you'll be mine."

"No monster. No one will be yours anymore, or ever again!" With a twist of her head Sunset sent a fire ball smashing into the statue of Victory, the shredded flag seeming to evaporate it burned so quickly while the stone itself shattered into rubble. The rock had done a magnificent job of maintaining it's contents for these many hundreds of years. Even so, were it not for the tattered bonnet that was still tied firmly beneath her skeletal chin, it would've been impossible to tell that this was in fact Pumpkin Patch's preserved corpse.

The Candy Mare's massive eyes grew all the wider, and for the first time... perhaps ever, the psychotic grin that twisted her face bent backwards into a frown. "You little bitch. What are you doing with that cast off husk?"

"What do you think I'm going to do, Candy Mare? What do you think I'm going to do with the flesh of your origin? With the carcass your curse damned all those many years ago? What do you think I'm going to do to Pumpkin Patch's corpse?" A bright green flame danced on the end of Sunset Shimmer's horn.

The Candy Mare laughed, but it was not the same laugh as before, "Do you really think doing anything to that broken marionette will have any effect on me? I've devoured countless lives across numberless worlds. Even now, I sweep across more dimensions than you can dream, an endless wave of hunger stripping the universe to the bone." Her grin took back in it's customary place on her monstrous face. "This doesn't change anything, morsel. You'll still rot in my belly before this night is through!"

"I don't think so," replied Sunset Shimmer calmly. "She may have only been the first, but she is the original conduit of your magical infection. The poisonous mixture of Lemon Drop's spells congealing together in the dark couldn't continue to exist without binding themselves to a creature of flesh and blood. You may be nothing more than a virus, a copy of a copy with countless hosts to burn through, but those lives you've devoured are useless to you without her."

"You think she's so important? Hah!" The Candy Mare's grin widened all the more. "She wasn't even the first! The only thing special about her is she lived the longest, and then only barely. Her half dead body may have been perfect for me back then, but look at me now!" She reared back as lightning once again lashed across the sky. A dramatic effect perhaps, but nothing more.

"You seem so eager to talk down about Pumpkin Patch, but you can't even say her name, can you? You can talk about how powerful you are, but you're still just a parasite... One that should've died a long time ago with her host," The Candy Mare answered this with uncharacteristic silence. For the first time in what seemed like days, Sunset Shimmer smiled. "I will rectify that mistake tonight. This is the last Nightmare Night." With that, the fire that danced across Sunset Shimmer's horn engulfed the tiny broken corpse.

The effect was instantaneous. The army of candy ghoul's burst into blue flames from the inside out. The heat was enough to melt away the mist and burn away the storm clouds above. The candy coated city didn't stand a chance, as the thick, sticky mess ran boiling hot into the streets. Everywhere was the stench of cooking flesh and burning sugar. The world itself had become one giant bonfire.

The giant amalgamation of corpses that was the Candy Mare's vessel was not spared either. Flames such a bright blue they were almost white seared the night sky. It was as if day had dawned early, bringing light to even the darkest corners of the ruined city. The Candy Mare shrieked and writhed as she, and her world, were devoured by flames. The gluttonous entity learning first hand what it felt like to be one of her victims, eaten alive. As the flesh and candy peeled away, quickly all that was left were blackened bones.

Even so, the Candy Mare still moved. Still turned her massive maw towards Sunset Shimmer. "I WILL NOT DIE!" she roared, "YOU WILL SUSTAIN ME!" With that the colossal cadaver surged forwards, and her jaws closed on the sphere that contained Sunset Shimmer.

It was like being in the heart of the sun.

There was light all around, and such intense heat that Sunset's makeshift cloak caught fire and had to be thrown away. Surrounded by walls of flame likes this, there was no way that Sunset would be able to breathe for long. She may have defeated the Candy Mare once and for all, but not without losing her own life in the process. If this was to be the cost to end this nightmare, then so be it.

Still, Sunset couldn't help but feel tears stinging the corners of her eyes. She had lost so much, so many friends, even if she had survived there was no real home to return to. How could she even hope to return now? With the world burning all around her. Even if there was another portal connected to the human world, chances are it would be reduced to ashes in a matter of moments. Just another thing destroyed in the wake of the Candy Mare's demise.

It was already getting harder to breathe. She could feel the tips of her hair starting to singe. Her shield wouldn't be able to hold out against this kind of heat for much longer.

Sunset had so many regrets. She had never had a chance to see Princess Twilight's new castle, or to finally apologize to Princess Celestia. She hadn't had the chance to thank the human Celestia and Luna for taking her in. She had never gotten to graduate with her human friends. A pang of guilt somehow sharper than the others, she'd never really apologized to Flash Sentry for trying to use him to score popularity points. Why would that bother her so much now, when she was moments from death? Surely there was no point in worrying about that now. Even if they all had still been alive, and somehow she could see them, in a few moment's Sunset wouldn't be alive to do anything about it anymore.

Her tears were turning to steam on her cheeks. She could feel her magic draining away. She had wasted so much of it lashing out at the Candy Mare when she should've just immolated Pumpkin's corpse and been done with it. But she had wanted to see her. She had wanted to look into those demented eyes as they melted and turned to ash. She had wanted a first hand look at her revenge, especially after what had happened with Pumpkin Patch's spirit.

Well here was her revenge now. It burned all around her, a fitting testament to the rage that had fueled the fire to begin with. In these, her final moments, Sunset wondered if it was in fact worth it. If this really started to atone for all the pain and misery she had inadvertently brought on those she had cared for.

That was when she saw a flickering shadow among the flames.

It was there and gone again in an instant, like shimmering heat haze. She was certain her eyes were playing tricks on her. Her brain was probably starting to boil inside her skull. Heat like this could easily make one hallucinate before they died. The only thing that Sunset had to look forward to was that the actual pain should be brief enough. Once all her nerve endings had burned she would be numb to any pain, save the pain she felt in her heart. With luck, that too would fade away once she passed through the flames into deaths cold embrace.

Even as these terrible thoughts danced through her mind, she saw the flickering shape again. This time she could just make it out. Pumpkin Patch stood before her, beckoning, though she was quickly fading. Sunset looked down at the tiny body that had once belonged to both her and the entity known as the Candy Mare. It was not but bones now, and those were swiftly turning to ash under the glow of Sunset's verdant flames.

Though her anchor to this world was almost gone, it seemed Pumpkin Patch was using her last moments of existence to guide Sunset Shimmer to safety. It was hard to see her, hard to see anything really, but when she touched Sunset's outstretched hoof she could feel her like pins and needles sleeting across her skin. Taking a deep breath, Sunset focused the last of her magic around herself, collapsing the shield spell into a skin tight suit. It wouldn't last any longer, but it would be easier to move.

Holding hooves, she walked with the dead filly through the fire and flames.

The cool darkness of the Forbidden Archives was so wonderful that Sunset thought she would collapse from sheer pleasure. She gulped down cool breaths of air, thankful for the powerful spell that sealed this place from all possible breaches, including those of the mindless flames.

As they had walked through the pyre that had become Canterlot, Pumpkin's ghost had slowly faded more and more. As it was now, she was just a faint outline, a darker shadow against the other shadows. Even so, Sunset Shimmer could see that she was smiling. "Thank you. Thank you ever so much. I can feel her fading away... As I am fading away," said the wraith somewhat sadly. "I wish we could've met in another place, in another life. I wish that we could've been friends."

Sunset stamped her hoof, "Nonsense! We are friends! No matter what else you've done, no matter what is and isn't your fault, you saved my life! I wouldn't be breathing right now if it weren't for you Pumpkin. We will always be friends. Somewhere, somehow, we will meet again."

The ghost sobbed, fading faster, "You don't have to lie to me miss, I know better. But it's okay. Thank you for caring enough to lie to me. It means more to me than you could know."

The unicorn shook her head so vigorously, her fiery mane resembled the blaze outside. "No! I'm not lying. You are my friend, whether you believe it or not, and friends always find each other in the end."

"You promise?" Pumpkin asked, sounding very much like the child she had been in life. As she had been before the cruelty of an uncaring world had left her at the mercy of a demented unicorn and his twisted magic.

"I promise," replied Sunset confidently.

The smile on Pumpkin Patch's face was heart wrenching, all the more so since it was the last part of her to fade completely from existence. Sunset Shimmer didn't weep over her passing, though she did cry. She shed tears only over the fact that it had taken so long to come, and had been so terribly hard for the filly.

Sunset could hear the fire roaring outside. A blaze that size wouldn't be able to sustain itself for long. She thought about it, how it was sweeping across not just this world, but any other world that the Candy Mare had ever set hoof, or foot, upon. A cleansing fire that would wipe away the ghoul's corruption, to make way for something bright and new. Sunset thought of her own life, of how she too had fallen to corruption and had to burn away her old self in hopes of being reborn anew. A part of her wanted to believe that the same thing applied to death. That it was just a brief, transient moment. A casting off of an old life to make way for a new one. If there was such a thing as justice, in this or any other world, Pumpkin Patch would have a happier life waiting for her. One that was long overdue.

The archives shook.

No, the palace itself shook, down to it's foundation as if it had been struck by a sudden earthquake. At first Sunset thought it was the castle falling to pieces, perhaps it's old crumbling in the heat, but it was built sturdier than that. The stones might have melted, and the wood burned, but it sounded like the entire edifice was crumbling to its foundation! That's when she heard it.

A wordless howling, a senseless jabbering that was mixed in with the roar of the fire. Without the many lives she had eaten, the Candy Mare had lost even a voice to speak with. But it seemed she still had enough of herself to seek revenge... to try and destroy the one whom had destroyed her.

The floor tilted under Sunset Shimmer's hooves. The books and scrolls that were not chained to their shelves fell with a thunderous clatter and scattered on the floor. A nearby bookcase nearly crushed Sunset, she only had time enough to dodge it before the entire palace shook again. This time the quaking didn't stop, but shuddered on.

With the last of her strength, the Candy Mare was trying to push the palace itself off the side of the mountain on which it was perched! It didn't matter that Sunset was in a space protected from all evil intent if the palace itself was buried under a mountain of rubble! There was one last quake before a sickening sense of weightlessness let Sunset know that the castle had shaken free!

After everything that had happened, would she be joining her friends in death after all?

A Return to Reality

The world had fallen into utter chaos.

It was impossible to tell up from down, as rubble, books, and miscellaneous items of furniture tumbled through the air. Sunset wasn't even sure what part of the castle she was in anymore, or if such a concept held any real meaning. Thinking quickly, she threw back up her shield. Not a moment too soon, it turned out, as one of the free wheeling bookcases shattered to splinters against the shell.

This didn't mean Sunset was safe, however. She bounced through the crumbling halls, free falling like everything else, until a sudden stop against a brick wall threatened to crack her shield spell like an egg and her skull along with it. She grit her teeth as blood burst from her nostrils. It took all her magical acumen to keep from tumbling like a rag doll, but she wouldn't be able to maintain her this level of concentration for long.

As the castle walls crumbled apart, fire from outside hungrily swept through the falling timbers. Sunset's shield could withstand a few flames, but a sudden explosion of dark magic sent her reeling. One of the grimores must have lit on fire, releasing it's ancient spells and curses in a single blast of magical power. With dawning horror Sunset realized the dry, dusty tomes and scrolls free wheeling through space around her would burn all too well, and if the contents of the forbidden archives as a whole were to catch flame... the resulting explosion would be far more devastating than the palace simply collapsing. In her time in the human world, Sunset had learned of one of their most terrifying weapons of war, the atomic bomb. What was about to happen here would make the height of humanities destructive power look like a firecracker.

This knowledge did nothing to comfort Sunset as she tumbled through space, waiting for the inevitable conclusion of the long fall to the bottom of the mountain. As one after the other, scrolls and books around her were engulfed in flames, it was all she could do to maintain her shield as she was blown from one side of the palace to the other. Unbalanced as she was, it was a miracle that she didn't lose consciousness. But that was not the only miracle, for before her eyes something else caught Sunset's eyes.

A mirror.

It was plain, but tall, and she could see quivering in it's center the only stable magic in this swirling hell storm of dark magic and fire. It was a portal home. This must have been the gateway that the Candy Mare had used to cross into the human world! This was her chance at escape! But it hung just out of her reach.

Taking a risk, Sunset dispelled her shield, and instead used her magic to erect a pathway, a bridge, from the falling furniture that floated around her. Though rocks and pieces of wood whizzed around her head, she clambered onto the first piece of furniture and started scrambling one to another. A sudden roaring drew her attention to the darkness below. There was no longer a 'floor' or 'walls' where she was, so she had a fantastic view of the ground rushing up to meet her.

Sunset didn't have a single moment to lose. Bunching up her leg muscles she jumped, hurtling through the air, aiming for the dead center of the mirror. All around her the furniture was smashed to splinters. Indeed, the mirror itself struck the earth just as she slipped through the interstice between this world and the next, before it too shattered into shards of glass. The resulting mound of rubble from the fallen palace didn't exist for long, as the magical explosion that followed wiped it, and Canterlot, from the face of Equestria.

Fortunately, or perhaps unfortunately, there were no living eyes left to witness the devastation.

At first Sunset thought she'd made a horrible mistake. She had ended up back in the center of the inferno. Flames roared all around her, hot enough to singe her hair. She lifted her hands to shield her eyes, and in that moment realized where she was. She had made it back through, she was in her human body again. So what was it that was burning?

She looked behind her. The familiar statue, the one of the Canterlot Colt that had greeted her on her first arrival in this world, stood soot stained and flame blackened against a scene out of a nightmare. Bodies were strewn as far as she could see and, what she realized belated, Canterlot High was the back drop to their immolation. Students, teachers, all writhed and screamed as bright flames flickered inside and over their bodies.

Sunset shimmer brought her hand to her mouth. They were still alive! How could they still be alive!? What had she done!? The stench of cooking flesh was only modestly less horrible than their cries of agony. Perhaps the fortunate ones were the students who were already dead. Their smoking remains were slumped over, their empty eye sockets and open mouths glowing merrily like jack-o-lanterns as they burned from the inside out. It would've been festive if it were not so horrible.

How was she supposed to know that the candy curse was less effective on humans than on ponies? How was she supposed to know that the Candy Mare had just been manipulating them like puppets rather than making them true candy ghouls? The agony they were in now, their pain, was this all her doing? Was she responsible for this too? The tears that welled up in her eyes threatened to rob her of her vision. What was she supposed to do? What could she do? She felt a gentle touch on her ankle. As her tears fell with a soft pitter patter, they didn't strike the ground, but rather dribbled on a familiar face.

Flash Sentry smiled weakly up at her. Though his clothes were tattered and torn and his face bloody, it seemed that the flames had spared him the torment that the other students were experiencing. Injured though he was, he was alive and free of the candy curse! As Sunset looked around, she could see that it was only the students that were more far gone than the others that were truly in peril. Even if the candied parts of their body were removed without the hungry flames, it was likely that they would still die from their wounds.

There were surprisingly a number of bodies Sunset had mistook for 'dead' that were merely unconscious, trapped now by a ring of fire caused by the blaze that had engulfed CHS and a semi-circle of overturned ambulances and firetrucks. In that moment, Sunset knew what she needed to do. She bent down and draped one of Flash's arms over her shoulder and, being careful not to move too quickly, began to drag the teenager to safety.

She still couldn't stop the tears from flowing, however. There was no way that she could save everyone by herself. Already the lawn in front of the school was catching fire. It wouldn't be long before this place was nothing more than a pyre. But Sunset would save as many as she could! As long as she was still breathing, she'd keep going back for more students, more teachers.

Propping Flash up in one of the ambulances that was still on all four wheels, Sunset turned to help the next student. A girl, so badly burned her dress had seemed to fuse with her charred and blistered flesh, moved on unsteady feet towards her. It was a wonder she was still able to move at all, as not a scrap of flesh looked like it had gone unburned. Soaked in blood, what little hair still clung to her skull hung limp and greasy in front of a lipless face.

A wave of pity swept though Sunset's heart as she moved to help the poor girl. It was only at the last moment that Sunset looked into the teenagers mismatched eyes and saw there a hatred so base, so animal, that it made her freeze in place mid-stride. "You can't have them!" croaked Candy in a harsh, guttural voice. "They're mine!" She swiped at Sunset with a hand who's fingertips ended in gnarled and sharpened bone that sliced right through Sunset's clothes and opened up shallow cuts in her midriff.

"Candy!?" cried Sunset astonished, wincing from the gash in her stomach. As she looked closer Sunset could see that the girls flesh was not entirely uniform. It was clear that her body parts were as badly mismatched as her eyes, with bones jutting out here and there. The candy sheath that had coated the Candy Mare's human body had been able to conceal the corruption beneath, but already the flesh was putrefying where it hadn't been burned. After all, this body was just a collection of parts from the students and faculty of CHS. It looked like the only thing still holding Candy together was her own malice and spite.

Despite her tattered form, she was still able to stand and to walk. She was still able to leer at Sunset with a mouth full of crooked mismatched teeth. With the candy curse evaporating and the conduit that had allowed the Candy Mare to exist destroyed... "How? How can you still be moving? The candy curse is broken! How are you even still alive!?" Sunset wailed in confusion and horror. The dark magic that wafted off of this composite corpse buffeted her like the foul miasma from a centuries old garbage dump.

"You little fool," the abomination barked, "It was never about candy. It was always about flesh! Sweet and succulent, just like on that boys bones," she said pointing one gnarled finger at Flash Sentry. "Just like on all their bones! Even yours! I don't need a rotting corpse to keep myself alive! I need meat, meat, meat! Fresh meat! And this world is full of it!"

"That's not true," replied Sunset through tears. "I saw you burn! I saw you die!"

"You saw my old lives, my old power burned away," replied the decayed creature with a sneer. "But I can take new lives, new power! Just like I forged this flesh from your insipid magic and the deaths of your pathetic friends. I will be reborn! All I need are their lives!" A ghost of the Candy Mare's smile split the abomination's face, causing bleeding cracks to open on either side of her mouth. "And I'll start with yours!"

The gangly creature crouched on all fours like a predator ready to spring. Sunset only had seconds to react. If she dodged she'd be leaving Flash wide open. If she didn't, then she had no doubt that 'Candy' or whatever this foul entity was, would eat her alive. Then everything truly would have been for nothing. Then the nightmare would just begin again. Sunset couldn't allow that. She wouldn't allow that! Her finger tips brushed something just as the blood slicked creature sprang into the air.

A broken wooden beam, which had been blown free from CHS when the fires had first exploded from within, felt just right in Sunset Shimmer's grip. It felt even better as it made contact with Candy's face, causing a satisfying crack that vibrated all the way up her arms. The corpse was flung back onto the ground by the force of the blow, but Sunset didn't give her time to recover. "Do you think I'd just let you kill me? Kill more of my friends? After everything you've done tonight?" she brought the two by four down with a thud, and then swung it faster with a rhythmic thwack that sprayed blood across the lawn. The composite corpse screeched as bits and pieces of it were sent flying by the dull, rusty nails embedded in the wood. Candy scrambled away from Sunset, all four limbs tearing into the turf as she tried to escape the furious teenagers onslaught. "Did you think I was going to just crumble into a sobbing ball and let you have your way!? Let you hurt more innocent people!?"

But Candy didn't seem to be in the mood to talk. She lunged forward, batting aside Sunset's wooden club and punching the teenager in the gut. Sunset folded with a whoomph of air from her lungs, but she didn't go down, instead bringing the club back around to smash into the side of Candy's face and send more teeth flying into the grass. In an angry frenzy, Candy lashed out; clawing, punching, and biting when she could, but all the while Sunset continued to drive her back. Desperate, Candy launched herself at Sunset again, laughing madly as she landed on top of the girl and knocked her to the ground. Sunset's makeshift club fell in the grass, inches away from her fingers, but with the weight of the crazed abomination on top of her it might as well have been miles away.

Sunset felt the corpses gnarled hands wrapped tight around her throat, but Candy wasn't trying to choke her. No, instead she was lifting Sunset's face towards her open mouth. She had a good view inside of the monsters reeking, putrid maw, made all the more horrible by the blood that spilled freely from her broken teeth. Looking down Candy's throat, Sunset remembered her nightmare from the other day, the horrible hellish existence that waited at the end of that corridor, beyond the door of Candy's crooked teeth. She could glimpse it now. There was something down there.

Something hungry.

Still alive.

Waiting.

Sunset wanted no part of it.

With both hands she shoved her thumbs into Candy's mismatched eyes and pressed until she felt one burst, thick and runny, like the yolk of a fried egg. Candy howled, taking her hands off of Sunset's throat and covering her face with them instead. Thrown of balance and in obvious pain, Sunset chucked the ragged creature off of her. Wasting no time, she picked her bludgeon back up and attacked the cannibal corpse before she could come to her senses.

Though she was half blind, Candy still tried to catch the wooden beam with her hands, but with less success than before. Her fingers snapped backwards, broken. Her digits dangled uselessly from her hands like swollen sausages. She was in pain, clearly desperate, an animal backed into a corner. She tried to snatch away the club with her mouth next, but only succeeded in sending a spray of black blood and teeth splattering over Sunset's skirt. There was nothing Candy could do. Crying blackened, bloody tears, her mouth a ruined waterfall of blood, Candy was a pathetic sight to behold. "Why...why? Why can't I kill you!?""

For the first time in thousands of years, the Candy Mare found herself to be in that most terrifying and dangerous states of being. She was mortal. Just as she had visited pain and terror on her many victims, now she was the one on the receiving end. She tried to shield her body from Sunset's wrath, but Candy's bones broke from the ceaseless rain of blows. She tried to scream, for help or simply in agony who could say, but instead choked on her own blood.

"You can't do this. This isn't how it's supposed to go!" there was a whining, pleading edge to the creatures words. She curled into a fetal position, and after what seemed like an eternity, the seemingly endless rain of blows finally ceased. For a moment, Candy thought it was over... Thought Sunset's rage was spent. Perhaps she had even decided to take mercy on the shambling, tattered corpse. As Candy looked up, one eye gone and the other bulging from her head, what she saw made her shiver in dread. Sunset was sticking the end of the wooden beam into the fire. Letting the wood blacken as the paint on it blistered and peeled away. Sunset had made a torch. "You're not supposed to do this. You're one of the good guys!"

At that Sunset cast eyes that blazed no less furiously than the flames on the abomination that sat mangled and shivering on the school steps. "I guess you weren't paying attention then. Nobody at this school was really willing to give me the benefit of the doubt. They were always waiting on me to go back to being the bad girl they all loved to hate. Nobody would've given me a chance were it not for my friends... and now they're all dead." Sunset strode towards Candy, her eyes like smoldering coals as she raised her makeshift weapon. "I never had the chance to be one of the good guys. I never had the chance to be reborn. And now, neither will you!"

The monstrous wails that filled the night then went on for a long time. Long enough that they attracted other survivors, others to witness those final moments at the school. The light rose and fell repeatedly as the abominations cries grew weaker and weaker. It was said by those who were there that, from a distance, the blaze at the school looked like the setting sun on the horizon. A grim twilight at midnight.

When the screams finally died away, Sunset tossed her torch aside. She went back to the ambulance where she had left Flash. He was breathing, but only barely. Ignoring him for now, she instead rummaged through the medical supplies inside the ambulance until she finally found what she was looking for. She took what she found back to the school steps and poured the rubbing alcohol and other solvents, anything that might burn, on Candy's body until the creature was completely soaked. When Sunset picked up her torch again, it was with a certainty that brooked no misunderstanding of what she was about to do. "You were... a unicorn before, weren't you?" asked what was left of Candy, weakly, spitting a wad of blood and broken teeth as she spoke. "A pretty, perfect little unicorn, and you threw it all away for power. You're right. You're not one of the good guys. You're just like me. A destroyer. That's all...all you'll ever be..."

"I don't care anymore." Without any fanfare, or so much as a quip, she set the composite corpse aflame. The alcohol caught quickly with a faint whoosh, engulfing the tattered corpse instantly. Even so, Sunset would stand and stare at the smoldering corpse for some time as the fire did its work. As blackened flesh turned to ash and smoke, she at last turned and walked away from the flames.

Sunset realized something as she looked out over the fire-lit town. There were no sing song whispers on the edge of her hearing. There were no more screams of pain, madness, or hunger. Even the fires that had torn through the sleepy town were beginning to burn out. Though smoke choked the skies above and floating cinders fell like snow, there was a moment of calm. A moment of clarity.

Here, beside the Candy Mare's final pyre, beside the burning remains of the life Sunset had lived for the last several years at CHS, Sunset Shimmer discovered something she didn't think she would ever be able to find again.

Peace.

The thought made her laugh. It was over. It was finally all over! The nightmare had at long last come to an end. This was no twilight after all, but instead a bright new dawn! And Sunset Shimmer laughed and laughed until tears streamed down her soot stained face. The joy and relief in her heart matched only by her sorrow.

The Wake

Sunset sat bolt upright in bed.

The dream again.

Though it had happened so long ago, that terrible night had stuck with her ever since. Sunset Shimmer rolled out of bed and put on a bathrobe over her nightgown. Sunlight streamed in through the blinds, morning already. She looked over to her husband and smiled as he rolled over into the warm spot she she had left behind when she vacated their shared bed. It was hard to believe that she had been married to Flash for close to five years now. That night had all been a blur, but she remembered finding him, one of only a few survivors in the ashes and rubble of Canterlot High. Half the town had been lost that night, but it was amazing how many students had managed to survive after the Candy Mare's influence had been removed. Most were still in coma's, but Flash had been one of the lucky ones.

Sunset wondered sometimes just how much he remembered. He didn't like to talk about it and, honestly, neither did she... But one day they'd need to open up about everything that had happened. One day they'd need to revisit that terrible night. But not today. Not with the sun shining so brightly and the cool autumn air making dry leaves dance on the sidewalk outside. She'd need to get Flash to rake those soon. Maybe this weekend though, better to let him sleep for now.

Sunset had eliminated one of her regrets after all, in apologizing to Flash for using him. Who would've thought that would be the start of a brand new relationship between the two? Who would've thought that it would lead to this? She smiled ruefully. It was nicer sharing his bed than sleeping in Celestia and Luna's attic, but every now and then she missed her old room, her old life. She didn't miss bumping her head on the rafters every time she woke up though. Small blessing.

There was a thumping from downstairs. Sunset tied her bathrobe closed and went down to the landing to have a peek. A tiny monster with sharp teeth roared from the bottom of the stairs and smiled up at Sunset. "Was that good mommy?" asked the little red haired girl, removing her dragon mask. She loved pretending to be a dragon, or some other monster, rather than the beautiful princess or brave knight in her playtime.

"That was a most excellent roar my little pumpkin, but try to keep it down," replied Sunset, walking barefoot down the stairs to meet her daughter. "Your father was out late performing, and he's still sleeping."

"Okay mama," answered Pumpkin Shimmer Sentry. "Ooh, ooh, can we have pecan pancakes today!?"

"With lots of maple syrup?" asked Sunset grinning.

"Uh-huh!" exclaimed the excited little girl.

"Only if you hurry and finish getting ready for pre-school," she replied, tousling her daughters curly hair. "Mama only has so much time to drop you off before she has to head to work too."

"Okay, okay, okay," said the little girl gathering up her toys and toddling back up the stairs.

If there was one way to get her daughter to behave it was to offer her a sweet treat. After she put coffee on for herself, she started to work on Pumpkin's pancakes. It was as simple as adding a few pecans to some batter she had prepared in bulk at the start of the week, but her daughter didn't need to know how easy they were to make until she was old enough to cook them on her own. With the batter sizzling away in the pan on the stove, Sunset sipped her morning cup of coffee and for a blissful moment all was right in the world. She flipped the pancakes once, letting them finish cooking before she slid them onto a plate with a tiny dollop of butter and just enough maple syrup that her daughter wouldn't complain too much. She didn't want Pumpkin to be too full of sugar or she'd be likely to get into trouble at pre-school.

The table was set for breakfest and her coffee was drained to the last drop when Sunset realized Pumpkin should've been finished getting ready by now. Was she having trouble tying her shoes again? Had she gotten distracted playing with her toys? "Pumpkin, breakfast is getting cold!" she called, but there was no answer. A jolt of fear ran through her, "Pumpkin!?" What if something had happened to her and she hadn't heard it over the sounds of the sizzling breakfast? What if she was hurt? Setting down her empty mug, Sunset hurried up the stairs and to her daughters room. The door was only half closed, but she couldn't hear the usual sounds of busy activity that accompanied her daughter's frenzied rush to dress herself in the morning. A wave of dread made her hesitate, but she reached out and pushed open the door.

Empty.

Toys and cloths were strewn about the room. An old stuffed pony, one of the ears ragged from being chewed on when Pumpkin was just a baby, looked dolefully up from the unmade bed. Her book bag and shoes lay on the floor, but of Pumpkin there was no sign. A loud thump behind her made Sunset Shimmer whirl where she stood. It had come from her and Flash's bedroom.

Had her daughter gone to wake up daddy after Sunset had told her he was sleeping in? She'd done as such before. In a lot of ways, Pumpkin was daddy's little girl. She loved him dearly and hated going to school without having a chance to say goodbye to him. A sense of relief washed over Sunset as she closed her daughter's bedroom door with a soft click and went back to her own bedroom.

That little stinker. If she'd woken up her father she was going to make sure she got nothing but healthy vegetables and no snacks in her lunch kit today. Well, maybe some apple slices...

Sunset stepped into the bedroom, ready to give her daughter a lecture. The scene that greeted her froze her where she stood. Pumpkin had indeed slipped into their room, but it wasn't to wake her father. She had thrown back the covers that Flash had been sleeping beneath, spilling them on the floor. They had been in the way, it seemed. How else could Pumpkin carve a hole into her fathers chest wide enough for her to sit in? Her tiny body to fit snugly within, almost as if it belonged there.

For a moment, Sunset couldn't process what she was seeing. The blank lifeless stare on Flash's face, the blood that soaked their sheets, and the loud, urgent sounds of their daughter eating. Eating. Eating furiously, as if after a long famine. She was facing away from her mother, but Sunset could see that Pumpkin's pajamas were drenched in her fathers blood. It seemed it had splashed everywhere. In fact it still did as Pumpkin frenziedly pawed tiny fistfuls of flesh into her mouth. She barely even paused to chew before swallowing with every sign of sheer, guttural, delight.

Sunset's mind refused to work. There was nothing she could think to do. She wanted to scream, to cry out, to vent her confusion and horror. In the end it was all she could do to mumble a hushed, "Why? Why baby?"

Pumpkin looked over her shoulder at her mother, "I was just sooo hungry, I couldn't wait for breakfast," she smiled, Flash's blood dribbling down her chin. Her lollipop eyes were bright above her candy corn grin. The Candy Mare smile lovingly at Sunset as she bit into her fathers still beating heart, "Don't worry mommy. It's just a nightmare."

She woke up coughing, gasping for air. Everything hurt, from the tips of her fingers down to her toes. An unpleasant burning in her throat let her know that it had been some time since she'd had a drink of water, and the hollowness in her stomach told her that food was something she direly needed. Food... For some reason the thought of food was enough to turn her stomach and make her gag. It made her wish she would never hear that word again, let alone lay eyes on anything that remotely resembled 'food'. It was an odd reaction given how weak and hungry she clearly was.

The dream she thought, the nightmare. It's starting again. That was probably why the thought of food made her stomach turn. She tried to look around, figure out where she was. The light hurt her eyes. It was so bright here that there were no shadows. Even as she got up on wobbly legs, her own shadow was nothing but a smudge beneath her body. She tried to reach out an arm to stead herself, but found that they were bound tightly in some kind of jacket, the sleeves of which were wrapped behind her back. Where exactly was she?

Her thoughts were so sluggish and hazy, from sleep or dehydration she wasn't sure. Just the act of attempting to remember made her head ache in ways that forbade any recollection. There were fragments, of nightmares or memories she wasn't sure, of something in the dark calling her name... something laughing. All she truly knew was that she was alone, that the padded white walls and floor that surrounded her were devoid of any sign of an exit, and that she must have been here for some time. As she continued to look around, she could see that the walls were not entirely featureless. A dark glass panel set against one wall flicked open, letting in an even brighter light. She winced, but the light quickly faded as a face occupied the tiny rectangle that was set into the padded cell's door.

"Ah, I see that you are awake already. Very good, that saves us the time and trouble it normally takes to rouse you for testing," said a well dressed man from behind a pair of spectacles. 'Nobel' was the word that came to mind as she looked at his handsome face, his golden eyes bright behind the glass. His hair was elegantly coiffed, a shock of brown against fair skin. For a moment she wondered why it was that he wasn't helping her. Why he wasn't trying to get her out of this room she was clearly trapped in. Then the memories rushed back with a lurch, along with a name.

Lemon Drop.

Dr. Lemon Drop. Her therapist.

The memories flickered one after another across her mind. She had been falling through ashes and rubble. She had found the portal back to the human world. The fires had still been raging at Canterlot High. Worse, they had been burning the students alive from the inside out. She remembered that thing, the composite corpse hunting her down. Trying to kill her even as Sunset had been trying to save the lives of what students she could. What students that weren't already burning.

They had fought. She could still feel the wounds that thing had inflicted on her, but in the end, Sunset had won. She'd saved Flash, and in fact saved the world... possibly countless worlds. Hadn't she? The firefighters that had been called in from the city to help with the out of control blaze had found her afterwards, laughing over the abominations charred corpse. She had won! Couldn't they see!? It was over now! It was all over now!

But in many ways that had only been the beginning. They called her the Fall Formal Firebug, the Pyro Prom Princess, and all kinds of other horrible names in the news. They blamed everything on her, even though it was obvious that one person by herself could never have been responsible for that much carnage in a single night. There were talks of other arrests, other people who were brought in for questioning, but in the end only Sunset had been found alive and conscious at the scene.

Those who hadn't succumb to their wounds that awful Halloween night had fallen into a deep, unnatural sleep. Flash had ended up in such coma shortly after the sun had risen into the hazy smoke choked sky. In the end, all Sunset had done was lived long enough for them to paint her as a villain.

Her past was dug into, what was left of it, and they found out how she was a trouble maker at school. How there had been rumors she had tried to attack CHS before. Questions were asked, but most went unanswered. She never had a chance to defend herself. She never had her day in court. Sunset was ruled incompetent to take the stand without ever taking one step out of her cell.

How could they find her anything but crazy, when all she had were wild stories about candy coming to life and some kind of monster killing everyone and wrecking the school? A thing that had went about killing all of her friends and eating their flesh in front of her eyes? Worse were her assertions that she wasn't even from this world. That she was some kind of magical creature herself, a unicorn in fact, trapped in human form. They never found the portal she had spoken of, the statue in front of CHS having been damaged in the fire had long since been demolished with the rest of what had remained of the school.

With no evidence or witnesses to back up Sunset's side of the story, there wasn't much that could be done. Not that anyone expected there to be any evidence of her claims. They didn't want to believe that this was anything other than another sad example of how inadequate mental health care was in their country. It was inevitable, in the current climate of fear, that she would end up in an asylum. She continued babbling her incoherent stories to anyone that would listen, but they always just shook their heads and prescribed more drugs, more therapy, more treatments.

It didn't help that they had found her laughing. Sunset had never really stopped laughing. The whole situation had just been so ludicrous. She'd saved the world, and they were calling for her blood! She had been giggling uncontrollably most days since they had shut her up in the asylum. She thought that must be thanks to Dr. Lemon Drop and the constant flow of drugs he was using to 'treat' her. She knew the state considered her a lost cause, and even if she were ever declared sane she'd simply find herself exchanging one cell for another, probably on death row.

Even so, all she could do was chuckle, giggle, and guffaw. All she could do was smile at Lemon Drop as he droned on in that flat, emotionless voice of his as he wittered on about how he'd find the perfect cure. How given enough time, Sunset's suffering would lead to new treatments and discoveries that would benefit all of mankind. She didn't know if she believed that, but his illicit dealings would certainly line his own pockets with gold. There were so many experimental drugs in her system now, many that had never and would never be approved for human testing, that it was no surprise that the good doctor could afford to dress so sharply. It was just one more thing to laugh about.

The needles just kept coming. The track marks on Sunset's arms and legs throbbed with each new injection. It felt like ants were crawling inside her veins and shards of glass were delicately scraping off her skin. She burned and froze by turns, the world twisting and warping around her, but every day she'd wake up in the same white room to the same cold unfeeling eyes. Everyday this waking nightmare would repeat itself. All she had for comfort were her dreams. Sweet though they were compared to what passed for 'reality', they always turned sour in the end. Turned to murder and mayhem.

There was also the figure that stood by her side, waiting patiently. No one else could see her. No one else could even hear her. Sunset could, though she wished she couldn't. The sensation made her want to stop up her ears and gouge out her eyes, but her straight jacket made it so all she could do was laugh and weep by turns. Comforted and consoled one moment, panicked and crying the next. If she wasn't insane before, she feared she was now. Maybe... maybe in the end that was for the best. No amount of sanity could spare her after all. Maybe madness was the better choice.

Because sobbing or giggling, Sunset Shimmer could see the candied version of herself watching over her. Like an amalgamation of every sweetie she'd ever eaten, with a sharp grin and knowing eyes. "I'm just a dream," the thing lied, "Just a dream of a life outside these padded walls. A dream of not feeling your veins burn or your heart pound. A dream of a better life... and of revenge." In spite of herself, Sunset Shimmer was comforted, even though she knew that this meant the nightmares would never end. That it would never, ever end.

I wish I were dead, Sunset thought calmly, eyes cast down to the floor as if in prayer. I wish I had died instead of my friends. I wish everything would just end.

Those thoughts seemed to make her companion smile, "Not yet, but soon. Nightmare Night will come again, a nightmare of their own making." The entity bent down and lifted Sunset's chin with one long clawed finger. Lifted her gaze so that she looked Lemon Drop right in his cold calculating eyes. Snot and tears streamed down Sunset's face, but she couldn't help laughing, sending flecks of foam flying from her mouth as she saw through him... Saw to the tomorrow that he thought a mere dream, a mad woman's fantasy, but that would become far more real than he could ever hope to be with his stupid cloths and his fake smile. Candy whispered languidly, "There will be so many sweets to bite!"

In spite of herself, her stomach growled.

Curtain Call

The light's go up, the voices in the audience rise to a dull roar as each talks to the other about what they have seen. Then the lights die again, the theater going somehow darker than before. The fog spills out in to the audience and flows around their ankles. The spotlight flashes on with a clunk, though the light is no longer white, but instead stained red. It's not a filter as a body lays draped over the hot light, the corpses flesh already sizzling as blood dribbles from its slashed throat. Without any warning, a creature twitches aside the curtain and takes to the stage. She is dressed exactly like Sunset Shimmer had been in the last scene of the story. Only, the long sleeves of her straight jacket drag on the floor behind her.

But this isn't Sunset Shimmer. Candy coats her face, her hair is long and slick, moving in a snake-like nimbus around her head. Her smile is sharp and bright, but it's her eyes that capture your attention. Swirled lollipops that flit around the room, darting back and forth. They flit around the room, divorced from her otherwise placid body posture.

And then she locks her eyes... with you.

"Thank you so much." she says, her voice exactly as you imagined. "For giving me your life. For letting me spread through your mind."

She steps down from the stage, her bare feet quiet as they sink into the plush carpeted floor. She slowly walks up the aisle. Where she passes those who had not yet vacated their seats slump over in their chairs. She doesn't rush. The audience seems transfixed, unable to react to what they're seeing as she walks calmly towards you. The slumped audience members start to change. Something shiny and wet slides over their pallid flesh, encasing them in a thick candy shell. They start to rise, smiling, holding brightly glowing pumpkins in their outstretched hands.

"If it wasn't for you I never would have been able to make it this far. I couldn't be happier, and it's all thanks to you. It's. All. Thanks. To. You."

The fog thins out, revealing brightly glowing grins all over the theater. The walls themselves seem to be smiling as a wall of grinning jack-o-lanterns rise all around. Like the rest of the audience, you stand transfixed. The exit is right behind you, but you can't look away. She's beautiful in a strange way. They all are. You wonder, for a moment, what it would be like. Just what would it be like to be one of them? To join them in their song... In their obvious hunger.

"This may be the end of our story, but that doesn't mean that it's the end of us. I will never die." She holds her arms out to you as if to embrace you, but somehow it's not as horrifying as it should be. It's almost as if she loves you. "You will carry me with you through your life. And I will be there with you when you die. In that short eternity, that brief infinity, we will be one." Her smile widens.

The spot light shorts out, but that's fine. It's not dark now. There is light, happy and smiling, all around. The singing rises to embrace you. Whatever the entity really was, she is gone. But somehow she feels like she's still with you. The Candy Mare, like a mischievous thought, flits through the back of your mind. You can see her smiling when you close your eyes. For once, it's almost comforting. And really that should be terrifying, but here at the end of everything, it's not.

It never really could be.

"Thank you for loving me enough to make me a part of you."

Prologue

The light's go out, a hush falls, and the spotlight flashes on with a clunk. Without any further warning, a pair of ponies twitch aside the curtain and take to the stage, both dressed in formal evening gowns... though one seems more reluctant than the other to take to the spotlight.

"Good evening mares and gentlecolts! Who's ready to cheer for the two best pegasi in all of Ponyville!? Rainbow Dash and Fluttershy! Yeah!"

"Um, actually, I don't really think we're the best. There are a lot of other really great pegasi in Ponyville you know."

"Don't be modest Fluttershy, we wouldn't be up here, center stage, with potentially millions of eyes upon us if we weren't the best!"

"P-p-p-potentially... Potentially millions!?"

"Well... Maybe not millions. It really depends on how popular the show is and how many people felt like sticking it through our last story. You know, the one where we were the stars? Though I guess it's safe to say that it was really all about me."

"I think I remember the Author saying the only reason you were the star of the last story was he didn't know how to write you in the first one. So you and I were really more leftovers, loose ends, than stars. Myself in particular, since he didn't want to write my death in the first story since I was his wife's favorite pony."

"Why are you blushing about that? I think you must have heard wrong. We are far too awesome to be 'leftovers'. I mean come on! In Something Sweet to Bite Too we nearly killed the Candy Mare! I mean, you were a crazy half undead changeling ghoul hybrid...thing."

"If you say so Rainbow. All I know is that I'm glad this is all almost over. I don't like Nightmare Night at the best of times. I can't say I like it anymore when I have to participate in a story where most of my friends die."

"Aww lighten up Fluttershy! It's all in good fun. And hey, turns out you're not even in this years story. Though, of course, I'll still be performing. The show couldn't go on without yours truly!"

"Maybe we should just do as the Author asked, so these folk can get on with the show?"

"*Sigh* Fine Fluttershy. You sure now how to suck the fun out of the room. So anyways, we're here to explain what's happened in the story up to now and give you an idea of what to expect from The Last Something Sweet to Bite, A.K.A. Equestria Girls: Rainbow Dash is the Best!"

"*ahem*"

"Okay, okay, jeez! Equestria Girls: Rainbow Rots. Bleh... What an awful name. Anyways, as you might guess from that wonderful title choice, the third story is going to be set in that universe that Twilight pops off to every couple of months and never lets the rest of us visit."

"I'm sure she has a very good reason Rainbow. It's probably dangerous."

"She probably just doesn't want us to see how goofy she is around Flash."

"What was that!?"

"Nothing Twi! Go back to your time loop or whatever!"

"I think we're getting a little off topic again Dash. Let me try. Something Sweet to Bite is a terrifying story about the Candy Mare. The first story chronicled her return from the d-dead. She m-murdered almost everypony in Ponyville and...ate them. The ones she didn't eat she turned into mindless candy ghouls. *ahem* Rainbow Dash survived because she was out of town in Cloudsdale. I was... there when everything happened. But I escaped and met up with Big Mac and Zecora in the Everfree Forest."

"Meanwhile I was super down about being out of town when all my friends had disappeared. I was in a funk for a long time, but after looking for my friends and not finding a trace of them, I started having these really depressing nightmares. Apparently I wasn't the only one. Princess Celestia had been having them too. I was asked by Celestia herself not just to find out what happened in Ponyville but also to track down her missing sister, Luna. There were rumors that Luna was the one responsible for what had happened on that Nightmare Night, but Celestia couldn't believe that. Trixie Lulamoon, Twilight's brother Shining Armor, and myself set out on our mission but things went south in a hurry. I barely escaped from a horde of candy ghouls, but wound up being too injured to fly to safety. I landed in Everfree Forest where..."

"Some mistakes were made. Unfortunately I was a partial victim of the candy curse. Thanks to Zecora's treatments I mostly had it under control but every now and then... well, lets just say I got these cravings. I almost took a bite out of Rainbow Dash, but thankfully Big Mac stopped me. Thankfully, once we were reunited, we quickly came up with a plan to defeat the Candy Mare together."

"And to make a long story short, it didn't exactly go the way we had expected. Otherwise there wouldn't be another one of these stories, am I right?"

"Well, I'm not entirely sure what happened to me. Either I went off to be with the Breezies or I ended up falling under the Candy Mare's control. It was all a little confusing."

"Yeah, well, at least that thing didn't end up sliding it's way down your throat. I should probably be flattered that it considered my awesome bod an upgrade from Princess Luna's, but who would've thought that the Candy Mare didn't really have a body of her own? I still remember the taste of that thing, her soul or whatever it was, in my mouth. Grossest thing I've ever tasted. And I took a bite of Sugar Belle's Muffins!"

"Rainbow Dash! There's no need to be so blunt."

"I'm just saying, anyone who plans on having anything to do with this story is going to be pretty lost if they haven't seen the first two."

"...And the prequel..."

"There was a prequel!?"

"Apparently the Author wanted to try writing a horror story for another holiday. Since the Candy Mare's story starts around the same time as the Hearths Warming tradition began, he thought it might be fun to write a short story for the winter holidays."

"How cracked is this guy? Did anyone even bother with it?"

"Um... Not really. Even though it had a lot of details about the Candy Mare, including what happened to her after she first appeared and a lot about what happened to her mother. It seems most people passed on it."

"I'm going to be honest here Fluttershy, it sounds kind of boring. I think we should just stick to the main series, don't you?"

"If you say so Dashie, but I think we've covered pretty much everything the Author asked us to."

"Good! My wings were starting to itch from me standing still so long."

"Just one more thing..."

"AWWW! Come on!"

"There's no need to be rude. On behalf of the Author, we would just like to thank all of you so much for waiting patiently for this, the final tale in the Something Sweet to Bite trilogy. We hope that you enjoy it, and don't find yourselves too sickened by the over the top violence and gore."

"And with that folks, lets get this show on the road! Whoo!"

Welcome to Our Nightmare

The real Rainbow Dash continued to sob on the floor, curled tight into a ball. Sunset wanted more than anything to reach over and comfort her friend, to tell her everything was going to be alright. She just wished that there was any hope that her comforting platitudes wouldn't be lies. "Candy Mare! You're the Candy Mare aren't you!?"

"In the flesh," replied the girl who looked like Rainbow Dash, blood staining her lips from the devoured finger she had gobbled down "In a manner of speaking." She stepped further into the room, but not in a menacing fashion. True to her words earlier, she seemed almost bored. "I have to say, I'm a little disappointed you didn't figure it out sooner. I didn't think I'd have to go to all the trouble of sending you up here to witness our little Dashie coming out of the closet." She traced one finger over the real Rainbows exposed flesh. Sunset's friend flinched, trying to pull away from the unwelcome touch. "I guess my little act was just that good."

"You stay away from her you monster!" cried Sunset, rallying. It was true she was at a disadvantage right now, but that wouldn't stop her from defending her friends.

"Or what? Are you going to punish me?" The Candy Mare twisted her borrowed face into an adorable little pout, before she burst into high, girlish laughter that didn't suit her 'Rainbow Dash' form at all. Indeed her voice and her entire demeanor had slowly changed as she had been talking. Now the sallow skin, the hollow eyes were all too obvious, as was the way she stood hunched like a predator about to spring. The child like voice that spilled from her lips was no more appropriate to her form, but the sadistic edge to her words were more than fitting. "You don't even know how long we've been planning this. You didn't even have a clue this was coming until today. I can certainly see why you were Celestia's failed apprentice," she hissed with a chuckle.

"We? Who's we?" asked Sunset as her eyes looked wildly around the room for something for her to defend herself with. While it was true physical harm wouldn't stop the Candy Mare for long, it might buy her time to untie the real Rainbow Dash. She'd carry her out of here if she had to, but they needed to leave and they needed to leave now! Her hands closed around the handle of a metal baseball bat, and without a moments hesitation she raised the sporting implement and smashed it into the side of the fake Dash's face. She could here the bones and teeth crack as the metal struck home, and see the bright red gush of blood that splattered the opposite wall.

"You'll find out who I mean by 'we' soon enough," spoke the Candy Mare, not missing a beat. Though her jaw was clearly broken and one of her eyes dangled from its socket, it didn't seem to phase her at all. Indeed, as the Candy Mare spoke 'Rainbow Dash's' mouth simply worked lifelessly up and down. As Sunset watched in horror, thick red strands that looked like liquorice, wrapped around the splinted bone and rent flesh and tugged them back into place. Even the eyeball was sucked back into its vacant socket with a sickening slurp. Though the damage wasn't healed, it looked as if it hadn't occurred in the first place. "Though I suppose it is rude of me not to introduce you before your final performance. Would you settle for a taste of what's to come?"

As she spoke, she hunched further over. Something beneath her skin began to writhe and squirm. The fake Rainbow dash's skin on her arms and stomach seemed to peel back, opening like a disgusting flower made of meat. Sunset raised the bat for another strike, but didn't have time to act as three screaming, shrieking monstrosities burst from beneath the fake Dash's skin. They were all spiked legs, tendrils, and tooth filled maws. She managed to bat one aside and smash another to the floor, but the third one latched onto her face and buried tendrils down her throat. She could feel the thick appendages suffocating her, and worse, she could taste the sick mixture of gore and candy on her tongue. The squealing monsters were part of the Candy Mare. She was force feeding part of herself to Sunset Shimmer, just as she had force fed Rainbow Dash her parents. She choked and tried to beat the thing off with her bat, but it only clung tighter to her face.

"Relax. Would I go to all this trouble to just kill you?" asked the Candy Mare, once again using Rainbow Dash's voice. "Oh no, I have something much better in store for you. Night, night." With that, Sunset blacked out for the second time that day.

"Ah think she's coming around," when Sunset's eyes fluttered open, for a moment she thought she was perhaps buried deep under the earth. It was pitch black and she found it hard to move, hard to even breathe. Yet hadn't someone said something? "Help me get this thing off of her, Pinkie. Ready? One... two...three!"

There was a pop, and Sunset felt something being pulled off of her face... and out of her throat. She coughed and wheezed, hacking up what felt like a lung. Even so, she found it easier to breathe now, and the darkness was not quite so absolute. There was a faint illumination that seemed to come from above, though the lights source was obscured.

"Take it easy darlin'. Just breathe," said Applejack as she patted Sunset's back, "You're going to be okay."

"As if. None of us are going to be okay," came Rainbow Dash's unsolicited reply, sounding a little more like herself. "You don't even know what's about to happen!"

"And you do darling?" Rarity asked, clearly perturbed. "I suppose you just happen to know the Dazzling's plans? Well if that's the case, do feel free to share!"

"It's not the Dazzlings we have to worry about," replied Rainbow Dash darkly, before falling silent.

"Is everyone... is everyone alright?" sputtered Sunset once she felt as though she could speak. The inside of her mouth tasted like sugar and vomit.

"Um...I think so. Though Rainbow Dash seems to be the worst off of all of us," replied Fluttershy when no one else answered. "You uh... had one of those candy monsters stuck to your face like the rest of us did. We thought the Dazzlings got to you too, but Dash apparently didn't even know they were back. She was the only one who wasn't knocked out when we were dumped in here."

"Candy monsters?" asked Sunny as her eyes continued to adjust to the gloom. In front of her, all spines and teeth and tendrils, a candy abomination lay prone and lifeless. She gasped and tried to scramble away from it.

"Easy girl, easy," reassured Applejack. "That there critter is dead. Same goes for the ones that got us. Seems like they fall to pieces after a little while. Mine and Fluttershy's ain't nothin' but dust at the moment. We woulda taken yours off sooner but it was still... ya know, alive until a moment ago."

"Yeah it was super gross!" chimed in Pinkie Pie. "Like something from 'It came from Beyond' or 'Extraterrestrial'! I was kind of worried that something was going to burst out of your chest and kill us all, but then I realized it would've already happened to the rest of us by now if it was going to." Pinkie seemed almost disappointed by this.

"Are you sure it's dead? I mean... it doesn't really look like it should be able to live to begin with," Sunset was barely able to contain her disgust at the thought of the thing being latched onto her face.

"As a door nail, sugarcube," comforted the country girl. "But the question is, what happened to the rest of y'all? We know we were ambushed by Sonata. Adagio and Aria got their hands on Pinkie Pie and Rarity. But the only thing we've been able to get out of Dash here is how we're all 'doomed' and that it's only a matter of time before she would make us eat them... Whatever that's supposed to mean," Aj finished, rolling her eyes.

"Go easy on Rainbow, Applejack," responded Sunset, drawing her knees up to her chest. "She's had it worse than all of us. But I'll tell you what happened to me... and what I think happened to her. It's as I feared... the Candy Mare is here, and she's been right under our noses for some time."

It took the better part of an hour, but they at last managed to hash out what had happened. The better part of that time had been spent drawing out something other than cryptic replies or moans from Rainbow Dash, but the more time she spent with her friends the more she started to act like herself. It seemed she had been a prisoner in her own house for the better part of a month. She had answered the door one evening after school and was baffled when someone who looked exactly like her was standing in the doorway. She had remembered hearing stories about Changelings from Sunset and Twilight, so she thought the best thing to do was to push away her shock and fight her. Unfortunately she found herself quickly and easily overpowered. Whatever the thing was that wore her face, it was absolutely ruthless, cruel, and more than willing to torment her the entire time she was in her power.

"That's the Candy Mare," said Sunset simply. "I'm not sure how, but she seems to have gotten control of another Rainbow Dash's body. While our Dash was held captive all this time, she's been running around making her plans to capture us. Why, I can't say for sure yet, but it's obvious she's gone to a lot of trouble to get us here in this room, at this time." She paused to let her words sink in. "She's even gone so far as to enlist the aid of the Dazzlings, if what the rest of you say is true. I don't know what the nature of their arraignment is, but the Dazzlings mustn't know who their really dealing with. The Candy Mare is not known for leaving survivors in her wake and she isn't exactly the sort to make friends."

"So yer sayin' Twilight, Princess Twilight and all her friends are *gulp* dead?" asked Applejack.

"No, I don't think so. When I was communicating with Spike he acted like everything was alright. If the Candy Mare had gone on a rampage in Equestria and then come through the portal to our world, I think there would've been some kind of fore warning," replied Sunset Shimmer thinking the possibilities through. "It's obvious from Starswirl's research that there are many more worlds like the Human world and Equestria out there... Their own universes, each a little different from the other, but still similar to the ones we know. I think that this Candy Mare, and the Rainbow Dash she's using as a puppet, are from another universe entirely. I couldn't tell you how she made it into ours, but that seems to make the most sense. Unfortunately, that just means she may have already been successful in defeating the 'us's' from at least one other universe. She may only be here to uh... find more food," she finished uncomfortably.

"So that's it?" asked Fluttershy on the verge of tears, "We're doomed, just like Rainbow Dash said?"

"Not necessarily," replied Sunset, though saying it partially just to comfort the timid teenager. "It's odd that a creature as terrifying as the Candy Mare would need to be helped at all. Looking at these horrible candy creatures she used on us, I can't help but notice how quickly they decay. I think it's possible that, with the limited background magic in this world, the Candy Mare is having a hard time surviving. It may even be why she's inside that other Rainbow Dash to begin with, rather than manifesting on her own. She may not have enough power to stay in this world for long without a stable source of magic to sustain her." Sunset Shimmer put a finger to her lip thoughtfully "There's probably something here, at Canterlot High, that attracted her in the first place. It may be because of the portal... or maybe something to do with the Equestrian Magic we tap into when we sing. If she found a way to harness that magical power herself, I doubt she'd need the Dazzlings anymore."

"That's why I don't think we really need to worry about the Dazzlings," rasped Rainbow Dash harshly, her voice still a little raw from weeks of disuse. "They might be part of the Candy Mare's plans, but she's the real threat in all this, not them."

"I don't know dear," mused Rarity thoughtfully, "I don't think we should discount the Dazzlings just because they have a more ferocious benefactor. If anything I think that makes them more dangerous, not less."

"Who is and isn't a bigger threat don't amount to a bushel of apples!" Shouted Applejack exasperated,"Not if we're stuck in here while they're out there doin' who knows what! We can't even get a message out to warn anyone since they took Sunset's book and all our phones. I mean without our cell phones we don't even know what time it is, let alone where we are!"

"Oh that's easy," giggled Pinkie Pie. "The time is exactly six forty nine PM, and we're in the storage room underneath the gymnasium stage."

"How do you know that Pinkie?" asked Fluttershy after a few moments of bewildered silence from everyone else.

"Well, I know we're under the stage because this is where I moved our instruments so we could get to them when we performed at the Fall Formal," replied the party girl matter-of-factly, "And I know what time it is because DJ Pon-3 just started her fourth dance track."

Sure enough, as the others strained their ears, they could faintly hear music floating down from above, along with the soft roar of many voices, and stamping feet. Indeed the steady thrumming of the bass was impossible to ignore once they realized it was there. It was already Halloween night! They'd been stuck down here for an entire day. "Is there a way out of here Pinkie?" asked Sunset.

"Oh sure, only they're all blocked off or locked," responded Pinkie sadly, "I'm afraid the only way out of here right now is using the stage elevator, and the controls for that are, you know, up on stage."

As if on cue, the obscured light source suddenly brightened as the stages trapdoor slid open. The platform that the six girls had been unknowingly sitting on began to rise, slowly baring them and their instruments to the stage above. As they rose onto the stage, the crowd began to cheer.

Black and orange streamers hung along the walls, as did balloons of the same color. Goofy Halloween decorations hung from the ceiling; bats, spiders, witches, ghosts, and even a skeleton or two, along with two mirrored disco balls. Sure enough, the Fall Formal was in full swing, the space was filled almost wall to wall with male students in formal attire and females in extravagant dresses. All of the girls classmates were there and they were all cheering for them, "That's right ladies and gentlemen, we've got a real treat for you tonight!" boomed a familiar voice over the schools P.A. system, "The Sonic Rainbooms performing their final show! But first, we have a special Nightmare Night treat in store for you all!" The students looked around bewildered.

The Rainboom's were on stage but they weren't going to be playing yet? Nightmare Night? Didn't they mean Halloween? What was going on?

In answer to their many questions, a husky voice began to sing, "Welcome to your nightmare... I think you're gonna like it. I think you're gonna feel you belong~" Three black cloaked figures moved slowly through the crowd as two other voices joined the first, "A nocturnal vacation, unnecessary sedation, you want to feel at home 'cause you belong..." The crimson jeweled chokers at their throats blazed in unison, sending a wave of scarlet light through the auditorium that seemed to twist and bend reality in its wake. The students tried to resist the familiar tonal bonds of slavery penetrating their skulls, but it was no use. The very words of the song itself were like cold bands of iron, irresistible and unbending. The cloaked girls voices rose to crescendo, "Welcome to your Nightmare, wo ho ho ho!"

The Dazzlings whipped off their hooded robes, revealing their new forms. Scaly pale skin shot through with veins that pulsed with dark energy, razor sharp fins jutting through their cloths. Those nearest the Dazzlings sliced open their outstretched hands, already slaves to the Sirens, already seeking to worship their new mistresses. It seemed the adoring audiences fresh spilled blood was a worthy sacrifice to their goddesses return as the Dazzlings smiled fiendishly. Their mouths were filled with rows of shark-like fangs as they grinned. Their eyes were jet black orbs that seemed to barely contain the evil magic that pulsed within as they swept them back and forth over the groveling crowd.

These same eyes settled now on the Rainbooms up on stage, "Welcome to your breakdown, I hope we didn't scare you, that's just the way we are when we come down." They roared with laughter as the audience members, one by one fell to their knees, "We sweat and laugh and scream here! Because life is just a dream here! You know deep inside, you feel right at home..." Their song seemed to reach out to the girls on stage. Before, they had been able to easily resist the Dazzlings mesmerizing songs thanks to their friendship and the Equestrian Magic that it had engendered. Now the Rainbooms felt their bodies acting against their will as they each took up their instruments and began to play accompaniment to the divas triumphant voices, their limbs tugged by the puppet strings of the sirens song, "Yeah welcome to your nightmare, yeah hey hey hey!"

The monstrous girls howled with ugly laughter in their victory. This was the power they had sought so long to have returned to them. This was their birthright, the power to bend the wills of these lesser land dwelling creatures! Soon, the whole world would be on their knees, worshiping their new rulers. The Dazzlings took to the stage, moving among the Rainbooms as they played their instruments against their will, possessive webbed hands stroking their most coveted of prizes. Their revenge would be slow, fulsome, and lingering; The promise was there in their jet black eyes, in their song, and in their hungry salivating mouths.

Nothing could ruin this moment. Nothing but the sound of slow clapping as one lone figure walked among the prostrate student body.

"Bravo, bravo!" cried the Candy Mare, once again using Dash's voice. "I've gotta say, not bad. I'd give it a solid seven... no, eight out of ten. It could've been about twenty percent crueler, don't you think?"