Brains!

by ChrisTheCat

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Comedy, Fluttershy, Pinkie Pie
Length: 12636

A mysterious meteorite crashes in outside Ponyville...

When a meteorite lands outside Ponyville at night that nopony else seems to notice, Pinkie Pie decides to investigate. There, she finds a new friend...

A reference to the episode "Little Rock of Horrors" from the show "The Grim Adventures of Billy & Mandy"

Published 2012-05-14 02:14:01 UTC
Last updated 2012-05-14 02:14:01 UTC

Brains!

Pinkie Pie was bored.

It had been a normal day in Ponyville, which with all things considered was a not-so-normal town. The six Elements of Harmony reside there, and because of that there had been an abundance of strange goings-on in the past few months alone. The return of Nightmare Moon, the attack of the Ursa Minor, a Hydra attack, Discord's escape from his prison of solid stone, the list went on and on. However, that day nothing out of the ordinary happened. No giant monsters attacked, no vengeful spirits wreaked havoc on the innocent ponies and no major upcoming events were to be prepared for. That day was very, very boring.

Pinkie Pie was having a day off from helping the Cakes bake confectioneries at Sugar Cube Corner. Even the eccentric party pony of Ponyville had to have some down time, contrary to popular belief. Everypony always saw her as the kind of mare who partied non-stop for every little thing, and while the latter point rang true the former point was impossible even for Pinkie. No pony could party forever! That's just silly!

However, just because it was the bouncy mare's time off did not mean it was her alone time. To her, being alone was completely undesirable unless she had something to keep herself occupied, like baking or or decorating for a party and so on. No, Pinkie was a social butterfly who was always looking out for opportunities where she could spend some quality time with her friends, which is to say nearly everypony in Ponyville. Today though, she wanted to hang out with her closest friends, her fellow Elements of Harmony.

Pinkie had been wandering (well, bouncing, really) around the centre of town, waving hello to everypony who said hello and everypony who didn't. She looked on, watching the ponies around her go on with their lives. She could have struck up a conversation with anypony, but in the end it would be just that. A conversation, just boring old words. She wanted excitement! It was her day off! What was she supposed to do, go up to her loft and sleep the day away? She wasn't Dashie!

Instead, Pinkie Pie decided to go pay each of her best friends in the whole wide world a visit. It was already about lunchtime judging from the sun's location in the sky, so she had a few hours before most of the girls would be wrapped up in something.

But who should I see first? Pinkie mulled over her options.

She could have gone to see Rarity first, but the white unicorn had a large order that had come from Canterlot recently, and she might not be available, though Pinkie would try anyway.

Rainbow Dash would probably be napping after all the work she had done on the weather that day, but that hadn't stopped Pinkie before. For pranking purposes, Dashie would have been glad to be awoken. We could go and prank some ponies! Dashie and I haven't done that in aaaaaages!

Applejack should be pruning the trees that she had been bucking over the past few days, getting rid of dead branches and leaves and all that. Pinkie didn't really want to get in the way, though she'd check up on her orange friend if nopony else was available.

Fluttershy, if Pinkie remembered correctly (and she always did), had a completely free schedule for the entirety of the day. She would just be feeding the animals, but when she wasn't she'd be able to do anything with Pinkie!

Finally she contemplated visiting Twilight Sparkle and Spike. From memory, she couldn't think of anything that they were doing at that time of the day. The only thing that rang any bells in the party pony's cotton-candy covered head was something about stargazing. That should be fine. You can't gaze at stars in the daytime, so they should be able to come and do fun stuff with me today! Wait, the sun is a star! Maybe they're gonna look at the sun! But then they'd hurt their eyes. That's very silly, but not the ha-ha kind of silly. What was I talking about again? Oh yeah, Twilight and Spike!

"Let's go visit Twilight!" Pinkie said out loud to no pony in particular. This got her a few weird looks from those around her, though they just chalked it up to 'Pinkie being Pinkie.'

Excited, she began to hop in the general direction of the Ponyville library, looking forward to the day of fun and joy that she'd get to spend with one of her best friends. Even if Twilight was busy, Pinkie could just visit her other friends.

Today was going to turn out okay!

///

"Aww...are you sure, Applejack? I mean, can't you just buck the trees a little later? I mean, it's not like they're going anywhere!"

"Nope. Sorry, sugarcube, but Ah gotta get this prunin' done as fast as Ah can so that th' apples on the rest o' th' tree can grow properly."

Pinkie looked down at the ground, feeling a little sad. "Alright, AJ. You go do that, and I'll go hang out with our other friends!"

Applejack frowned as she bucked a bare tree behind her with all her might, knocking down a few dead branches and several dead leaves. "Are ya sure 'bout that, hun? It's nearly dark out." But the cotton-candy maned pony just smiled and nodded enthusiastically. Applejack couldn't help but smile at her friends determination. "Okay then, Pinkie Pie. Good luck, an' Ah'll see ya'll later!" With that, the orange farm pony trotted off to the next tree and gave it a good hard buck just as she would surely do to the next one, and the next one, and so on.

"Oh well. So Applejack is all busy right now!" Pinkie Pie smiled. "I can just go visit my other-"

They're all too busy as well, remember?

The smile she had been wearing froze on her face, and then slowly slipped away. "Oh, yeah," she said dejectedly.

As luck would have it, every single friend she had was busy that day. She had no pony to hang out with at all. Sure, Pinkie had kept the loneliness locked up by actively seeking out her friends, but it wasn't as fulfilling as actually having fun with them. Pinkie Pie thought back to exactly what their reasons had been.

Twilight Sparkle had been busy getting ready to study an odd occurrence at the request of Princess Celestia. There was a strange star in the sky that had been appearing for the past few nights, one that neither of the Princesses had been able to move or control and this greatly worried the both of them. Celestia slept during the night like a regular pony, but Luna was nocturnal, so she was able to keep an eye on this strange star, though just because it was invisible in the day did not strictly mean it was not there. This hadn't stopped the princess of the Sun from sending a letter to her most faithful student. The lavender unicorn had immediately gone and set up her telescope for viewing, hoping to keep it as well maintained as she could. Her sudden obsession with this new star had her digging up every astronomy book the library held, and Spike had been dragged into helping. Neither of them were free for the rest of the day, or the entirety of the night. Twilight Sparkle was out.

Rarity had been sent a large order for dresses as well as regular apparel from the one and only Fancy Pants. The orders were very specific; they were to be sleek and comfortable and yet still contain Rarity's trademark beautiful style. She was happy to oblige, but she had very limited time to do it in. Her exact words were "I'm sorry Pinkie dear, but I have a mountain of outfits to design and create and only a few days to do it. Please, I need to get this done post haste, so if you wouldn't mind...", and she had gestured to the door. Pinkie honestly had to admit the outfits she had seen, even though only partially completed were fabulous, to use the white unicorns style of speech. Rarity was out.

Rainbow Dash had been napping as per usual after working on the weather team to keep the weather on schedule. Using a fluffy cloud as a bed and a pillow, she had been snoring lightly when Pinkie had called up to her, asking her if she wanted to go on a pranking spree. The cyan pegasus had immediately refused. Clearing the clouds that day had been extra tiring due to their being so many of them. Nopony could understand why there was such a high concentration of the fluffy balls of water vapour, and it had been up to Rainbow Dash to clear them out. Normally this would not have been a problem for the mare with the technicolour mane, but there had been far more than she could possibly have predicted. It had taken more energy out of her than she would care to mention to anyone but Pinkie. Rainbow Dash was out.

Fluttershy should have been free that day, her schedule completely clean of all activities, and her feeding of the various animals she caters for over. However, a small calamity had occurred. One of the chickens had escaped from the coop again, but instead of running out into the Everfree forest like last time, it ran straight inside the canary pegasus' cottage. Fluttershy had tried to coerce the confused bird with kind words and promises but the chicken wouldn't give. It refused to even stay in one spot long enough for 'The Stare' to be effective. Fluttershy and Angel Bunny had finally caught the feathered trouble maker, but all the running around they had done had caused the inside of the cottage to look like it had been hit like an earthquake. Pinkie had arrived just in time to catch her timid friend and her selfish rabbit companion beginning to clean up. The shy mare had even expressed how much she would have loved to spend time with Pinkie today, but she really needed to clean. Fluttershy was out.

Now, Applejack was out as well because of her chores on the farm that she had to attend to, having no time for her bouncy pink friend. Pinkie had spent the entirety of her day off asking her friends for their companionship, and they had all been too preoccupied to spend any time with her. She had moved on from the stage of boredom to perpetual loneliness.

With a dejected look on her face and emptiness in her gut, Pinkie had begun the semi-long journey back to her loft on the top floor of Sugar Cube Corner. Applejack had a point; it was getting late after all. In fact, even though she sun could clearly be seen disappearing below the horizon there was another star in the sky. It was brighter than average and it looked a lot like the large purple star on Twilight's flank, but a brilliant white.

The usually ecstatic party mare gave out a heavy sigh. All my friends are busy...no pony wants to play with me...why won't anypony play with me? She had stopped her joyous bouncing and had substituted it with a tired trotting. She just...didn't feel like it.

Pinkie Pie was halfway back from Sweet Apple Acres, in that small part of Ponyville with no houses or shops that consisted of nothing more than a basic dirt path. Neatly planted trees lined the road like a fence but beyond that there was nothing but grassland, devoid of life now that Luna's night had come. There was no scenery to speak of and the only sounds were the cricket’s chirping, so Pinkie entertained herself by stargazing.

She looked up and noticed that many more little white beacons had begun to appear in the endless sea of black, but none of them anywhere near that extra shiny star. Aww, that star's all alone, Pinkie thought for a moment before falling back onto her haunches, a depressed look covering her features. She looked down at the ground beneath her hooves. Just like me...

Giving another mighty sigh, the party mare of Ponyville returned her gaze to the stars. In the few seconds she had been looking away two more stars had become visible, but again neither of them even a little close to the extra bright star, seemingly on the opposite side of the sky.

It's like they're trying to stay away from it... Shaking her head, Pinkie mentally facehoofed. I really need to stop being so mopey.

When she was feeling down, Pinkie remembered Granny Pie and all the things the kind old mare had taught her. She had been the one to teach her how to laugh at the shadows and make the monsters go away, and she'd always read the most entertaining bedtime stories to her grandfillies. One memory decided to make itself more prominent than the rest.

"Look, Pinkie! The first star is out tonight!"

"Wow! It's so shiny! ...uh, what do we do?"

"Well, my silly grandfilly, when you see a star in the night sky that appears before all the others, you wish upon it."

"Will the wish come true, Granny Pie?"

"Yes, Pinkie, it always will..."

With that thought fresh in her mind the pink mare gazed back towards the stars, specifically the one that all the others seemed to be avoiding. In the back of her mind she noted that the star had gotten bigger and shinier, but she wrote it off as her imagination, returning her thoughts to Granny Pie and her wise words. Other stars are already up there in the sky, but I bet my wish will come true anyway!

"Oh mighty wishing star, I wish I had somebody to play with, right now!" Pinkie cried, just as Granny Pie had taught her, a little louder than she had intended. Even though she had wished super hard, she had known deep down that her wish wouldn't work.

So imagine her surprise when the star began to grow. Very, very quickly.

A faint whistling sound made itself known on the very edge of the pink mare's hearing, steadily increasing in volume. The star became brighter as the whistling increased to a roaring. Pinkie’s eyes widened as she realised that the star was falling out of the sky! It was headed right for her!

With a loud "Eeeeek!" Pinkie dove to the right and covered her eyes with her hooves, a tactic best suited for fillies. Luckily for her the falling star was actually much higher in the sky than she had thought, and as a result it flew straight over her into the empty plains. With a mighty THUD it slammed into the rolling hills, and an explosion of dust and small chunks of rock flew into the air as the ground shook for a few tense seconds before everything returned to silence. No roaring, no explosions and no shaking. Just dead silence.

Even at her distance from the crash site Pinkie had felt the shake. Had she not already been on the ground she would most likely have fallen over, but she had stayed down covering her eyes, all the while hoping that if she couldn't see it, it couldn't see her. Filly logic, but in this case she needn't have worried. The star had crashed to her right in the fields which was nowhere near where she was looking.

Slowly uncovering her eyes, Pinkie used her baby blues to take a quick glance around. Nothing seemed damaged, at least not the area directly in her line of sight. Even with this small comfort, Pinkie was still a little spooked.

Wait, spooked? Pinkie thought to herself, I can just laugh at it, and it'll go away! Yeah! Thanks, Granny Pie!

With a sudden burst of bravery she bounced to her hooves, surveying her surroundings. The field to her left looked exactly like it had a few minutes ago, as did the path in front of her to Ponyville and the path behind her back to Sweet Apple Acres. The field to her right was not so perfect. Pinkie could see smoke rising from just over a hill. She had also noticed a strange green glow...

Looking up above her, she confirmed that the brighter-than-usual star had definitely been the cause of what had happened here because the large white spark wasn't in the sky anymore. Turning back to the strange green glow, Pinkie had no idea what to do. She could have galloped back to Ponyville and asked if anypony had seen what had just happened. She could have galloped back to Sweet Apple Acres and brought Applejack over to see what had just occurred. Or...

She could put on her detective hat, take out her bubble pipe, and investigate!

To the bouncy pink mare the latter option had seemed the most viable, so with a new spring in her step, a hat on her head and a bubble pipe in her mouth, she hopped in the direction of the green glow. Detective Pinkie Pie was on the case today!

She bounced across the grassy field, which had turned a shade of aqua due to the night sky all the way to the edge of the crater. The green glow was very bright, illuminating Pinkie's face like a flashlight would illuminate the face of a spooky storyteller. If Rarity were there, she would most likely have mentioned that green did not mix with pink, ever. But Rarity isn't here. None of my friends are.

Cautiously, Pinkie had stopped her happy skipping and had begun to trot up to the rim of the scar in the earth. She had almost made it to the edge when something caught her attention. It was almost hypnotic and astonishingly catchy. It was music, heavy on the violin with a hint of acoustic guitar. She blew bubbles from the pipe.

Taking a glance over the edge of the hole the star had made when it impacted the ground, what Detective Pinkie saw made the bubble pipe drop out of her mouth. It hit the ground with a slight thud which went unnoticed by the party mare, now amateur detective. She was too busy staring wide-eyed at the thing before her.

It wasn't a fallen star. It was a meteorite!

The large hunk of space rock that sat there at the bottom of the crater was very oddly shaped. It had many ridges and grooves along its surface, many small lines and bumps and curves that almost made it look like a brain. The rock was not what was giving off the green glow. What was shining lime-coloured light onto the nearby area was the green jelly substance that covered the rock completely.

Pinkie found herself completely enthralled. The violin music seemed to be coming out of nowhere, and yet it was coming from all directions. It's like it's in my head... She was so caught up in the invisible violin music, subconsciously bobbing her head from side to side with the beat, that she didn't seem to notice that the jelly had begun to form three long tentacles. One had grown a large, white eyeball with a green iris, the same neon green of the rest of the jelly.

When the eyeball spoke, and Pinkie heard its smooth voice echoing inside her skull, she understandably jumped in shock, dropping her detective hat in the process.

It then began to sing, in perfect time with the invisible music.

"Well hello there, little filly! Don't be shy.
Step right up, I'm a reasonable guy!
Don't be frightened by the look in my eye,
I'm just your average evil meteor from out of the sky!"

While it had been singing, its right tentacle had grabbed Pinkie straight from the edge, right into the mouth of the crater. Before the mare could react, it stuck its right tentacle to the top of her pink, frizzy mane and began to suck.

However, nothing happened.

The eyeball growled in frustration, a vibrating noise that felt like bees inside Pinkie's head and tiny jackhammers along her spine. But she didn't notice. She was too busy giggling at the tentacles touching her head. Giggling madly with a huge grin on her face, she managed to get out "Hey, that tickles!" The tentacles tried to stick itself down her left ear, but nothing came out. True to her Element, Pinkie laughed even harder. "What're you trying to do, silly? Suck my brains out?" She snorted at her own joke.

Prying her ear open slightly using both tentacles, the eyeball looked into her ear. That was exactly what it had been trying to do, but upon closer observation the pink mare had no brain to extract. It growled again, sending the same shivers up Pinkie's spine and the same vibrations in her head. The right tentacle picked her up by her hind leg, and held her upside-down, giving her a shake just to make sure nothing fell out. Letting the pink mare drop to the ground, the eyeball considered what to do.

It wasn't long before it sang its idea to the brainless mare in front of her, still in perfect time with the music.

"Well I'm just shy, and scared in this place!
I'm just a fish out of water from outer space!
You can see that the trip has left me tired and drained,
So why don't you be a pal..."

The eyeball moved in close, poking Pinkie in the snout with the left tentacle and gazing directly into her eyes.

"...and bring me some brains?"

Pinkie thought about it. Be a pal...

She gasped loudly. "Does that mean you wanna be my friend? Because I'm friends with everypony in Ponyville, but you're new! And that means we can be friends!" Pinkie gave a jump for joy. "Yay! New friend!"

The eyeball rolled itself, and kept singing.

"Woah there girl, what's your deal?
Can't you see I'm in need of a meal?
My belly's achin', I'm starving, and I’m dying at last!
I need a brain in my tummy, and I need it fast!"

"Oh no! You're starving?!" Pinkie cried. "I have to get you some food, stat!" With that, the pink mare shot off towards Sugar Cube Corner at a speed that would make Rainbow Dash's jaw drop.

The eyeball waited, and waited, leaning on the edge of the crater with the tentacles as support. It had almost fallen asleep by the time Pinkie had returned, though it had only been a few minutes at the speed the Element of Laughter had galloped at. If the eyeball could have licked its lips, it would have.

For all that time the music had still been playing, giving a haunting atmosphere to the crater and the surrounding area. The music had also stayed in Pinkie's head, even thought she had left. It was like a parasite that wouldn't leave her system. The tentacles rubbed themselves together as the eyeball gazed hungrily at the pony the party mare of Ponyville had brought to it.

It was sorely disappointed when it saw that the pink annoyance had not brought it a brain to snack on, but instead she had brought it a tray full of shortbread.

The eyeball shook itself in disbelief, growling once again, but the tentacles were far more aggressive than it was. They smacked the tray right out of Pinkie's hooves, sending it soaring out of the crater and somewhere into the field. Pinkie looked downright heartbroken. The eyeball sighed at her face, and sang some more.

"Did you hear what I said, girl? I need brains!
They're the only things that take away my stomach pains.
But I heard you need a buddy, and to meet my own ends,
If you can get me some brains, then we can be best friends."

The pink mare's eyes lit up, and the heartbroken look spread across her features vanished in an instant. "We can be friends? Oh goodie!" She bounced up and down for good measure, sealing her sorrows away for the moment. "So where can I find these so called 'brains?'"

She could practically feel her new friend smiling. There was no indication from the eyeball that it could smile, but she felt its joy nonetheless. It kept singing, still keeping perfect synchronisation with the music it was no doubt projecting from its rocky core.

“Head down to your neighbour’s place,
You can see the dull expression on her face!
You'd be doin' her a favour if you made her mine,
She ain't usin' her brain; she's just watchin' the sky!”

She knew exactly who the eyeball was singing about. The only pony who'd be watching the sky at this time of night would be Twilight Sparkle. Indeed, the bookworm unicorn was probably searching the stars for Pinkie's new friend right now, all to no avail. After all, she was looking up there, and it was down here!

Giving her new green buddy a salute, Pinkie said with a serious face "I'll bring Twilight to you, new friend! Then will you play with me?" The eyeball sang nothing, but the left tentacle just slammed into the ground next to her, letting off a wet smack. Pinkie knew what to do. Nodding, she turned in the direction of her town and dashed away, moving as fast as her four pink hooves could carry her.

Inwardly, the eyeball grinned, bobbing itself side-to-side outwardly to the beat it had summoned while the tentacles turned and bent to the twisted tune.

///

Back at the Ponyville library Twilight had finally given up on her search for the rogue star. It had completely disappeared out of the night sky, vanishing without a trace. She was equal parts relieved and worried. If it was gone for good then that was certainly a good thing, but what if something bad had happened? There was just this nagging feeling in the back of her head that something was very, very wrong.

Spike had long since gone to bed, and was snoring away in his little basket, mumbling something about Rarity. Twilight smiled softly, looking down at the bipedal lizard that she considered to be her younger brother. It was cute to see the little purple-scaled dragon sleeping. He was like an angel when he was in the dream world. A reptilian, fire-breathing angel.

Twilight thought that she should probably hit the hay. Trotting over to her bed, she climbed under the covers, snuggling down into the pegasus-down pillows, and closed her eyes. Her work for the day was done. Maybe she could finally get a good night's-

Knock knock knock knock knock!

Apparently not.

Grumbling slightly, Twilight undid all of the work she had done by ripping off the covers and trotting down the stairs, knowing that when she returned it would just not feel the same. The knocking had continued, literally not stopping for the entire duration of time it took for Twilight to reach the door from her bedroom. Yawning and wondering who in Celestia's name it could possibly be at this hour, she placed her hoof on the doorknob and opened the wooden entrance to the Ponyville library. The visitor in question was none other than the enigmatic pink party pony of Ponyville, Pinkie Pie.

Rubbing her eyes with her left hoof, Twilight shook her head in confusion. "Pinkie? What's wrong? Why are you knocking on my door at such a late hour?" The response she received was a jumbled mess of words that she could make no sense of.

"TwilighohmygoshIfoundanewfriendandhe'salllike'Ineedbrains'andthenhetoldmetocomehereandbringyoutohimandthere'sgreenglowingandmusicandyougottacomewithmerightnooooow!" Pinkie shouted at the top of her lungs, no doubt waking a sizable portion of the Ponyville residents. Twilight swore she could hear the Cake twins crying already.

"What? Pinkie Pie, slow down! You don't make any-"

A voice sounded from upstairs. "Hey! I'm trying to sleep up here! Can you girls keep it down?" Well, Spike was awake.

Pinkie didn't really explain anything further. She just tried to tug at the unicorns mane repeatedly (a difficult feat without fingers), and kept saying "We gotta go, Twilight!" She noticed that her pink friend seemed to be bouncing to some sort of tune that she couldn't hear.

"Are you alright, Pinkie?" Twilight asked, genuinely curious as to why her friend was acting so weirdly. This was strange, even for Pinkie.

"Yeah, I'm fine. I just need you to follow me real quick!" Pinkie explained, again rather loudly. This caused another shout from upstairs.

"Oh come on! I was having the best dream! Can you just be quiet?" Spike cried in frustration. Even in his dreams, he couldn't get with Rarity due to the constant interruptions.

Pinkie just pointed a hoof up the stairs, her eyes flashing with an idea. "Oh, oh! Bring Spike too! I need you guys! This is super-duper important." The pink mares face became very serious, and her tone dropped considerably. Twilight just shook her head. Normally she'd never do this for anyone, but Pinkie usually had good reasons for what she did. So she turned towards the stairs and called out for her assistant to get down there.

Spike trotted down the stairs, still carrying his blue blanket. He said nothing, too tired to question what was happening. With that, the Element of Laughter, the Element of Magic and the baby dragon bounced, trotted and walked respectively out of the library. The only thought going through the dragons head was This had better be worth it.

To Pinkie, it was definitely worth it. To her companions? Not so much.

///

The three had arrived at the crater after Pinkie had asked Twilight to teleport them just outside Sweet Apple Acres, and they followed Pinkie's directions. Two jaws dropped as the other smiled to its full capacity.

"Pinkie...what is that?" Twilight had wracked her brain for a more intelligent way of phrasing the question at hoof, but her tired mind refused to work beyond what it needed to at the moment and so had settled for the simplest way to ask besides a simple "Wha?"

Spike had pretty much the same reaction, though he was considerably more unnerved out by the invisible music. From a fair distance away, a catchy violin tune had begun to penetrate his skull. It felt like the song was coming from all angles, filling up his very being. He was beginning to worry more and more. The music had also finally caught Twilight's attention as well, and she seemed to be feeling the same way.

Pinkie just forced them to move to the very edge of the crater. What they saw caused their jaws to drop once again, though this time in horror. Twilight had no idea what the neon-green monster before her was exactly, but she somehow knew it was not natural. Not at all. Spike was terrified at this point but was trying to hide it behind a brave face, though his shaking legs betrayed him. Twilight turned to her pink friend with a horrified look on her face, fear in her lavender eyes.

"What's going on, Pinkie? What is that? Where did it come from? Why did you-" Twilight had had so many questions. Too bad she would never receive an answer for any of them. While she wasn't looking, a tentacle had crept up behind her. It was far too late to do anything. Before anypony could react, the tentacle reached over to her ear, and slid itself inside. Twilight froze at the foreign feeling of gelatine moving through her ear canal, but she had no time to question it. Her final thought was "What's happening to me?"

With that, using a disgusting sucking motion her brain was squeezed through her ear and into the jelly-like invader. The brain quickly moved down the line until it reached the rock that the tentacles and the eyeball stemmed from, where it began to dissolve in a cloud of green bubbles. The eyeball had a look about it, the kind of look one gets after they eat their favourite food.

Spike had managed to scream Twilight's name and had tried to reach for her, but unfortunately for him there was more than one tentacle and the other one had slithered up from his right, slipping into his ear as well. He had no time for a last thought as his brain was sucked straight out of his scaly purple noggin. It was smaller than Twilight's, but it served its purpose, dissolving right next to the rock and delivering much needed sustenance to the eyeball.

Without their brain, the music playing in the background had free reign over their nervous systems. Slowly, with their eyes losing their pupils and their iris' turning neon-green, the bodies of Twilight and Spike did the only thing they could do with their empty skulls filled with the eyeballs music.

They began to dance.

It simply began with the two bobbing their legs up and down to the beat, but quickly turned into both of them swaying side-to-side and walking around. Unfortunately for everypony else in Ponyville, because these corpses were still standing and dancing Pinkie believed them to be perfectly fine. If she had made the connection that a body needs a brain to survive, then maybe her friends would have been soared such a fate. But Pinkie didn't have a brain.

"Hey, eyeball thingy! Twilight and Spike don't look so good. Are they alright?" Pinkie asked. She was worried that she had hurt her friends somehow. The eyeball was quick to calm her.

"Oh no, my pink filly, they're just fine!
They'll always be safe now that they are mine.
They don't feel hunger or sadness or pain,
I think you'd agree they're better off without a brain!"

Pinkie let out a sigh of relief, and then smiled once more. "Alright, friend! I brought you a brain, and then a second one to sweeten the deal!" Pinkie giggled with giddy joy. "Does this mean we're friends now?"

The eyeball responded by shaking itself in a 'no' gesture. Pinkie's smile dropped.

"Aww. I have to get you more to get you to play with me, don't I?"

The eyeball nodded while the tentacles twisted in anticipation.

"Alright, who do I go see now?" Pinkie asked, excited that she was one step closer to making a new friend, not at all realising the damage she was doing to Ponyville. The eyeball waited for a while before it was in time with the song, and began its instructions.

"Head down to Granny Smith's place,
She's old and all she does all day is stare into space,
Her brain is the portrait of atrophy,
She ain't usin' it right, so why not give it to me?"

Pinkie nodded in confirmation, not even having the forethought to ask why it was choosing these ponies in this order. She never even thought to ask its name, though she had suspected it didn't have one. She hurtled off towards Sweet Apple Acres without a second thought, doing her new friend-to-be's bidding. She was gone, but that didn't stop the eyeball from singing or the tentacles from swaying and twisting to the beat.

"Brains, brains, I won't lie!
I'll eat their brains 'till they're zombified!
Sure, they might think it's deranged,
But they won't give it a thought after I've eaten their brain!

Brains, brains, it's okay!
It's not a matter if it isn't grey!
And if at first they think it's strange,
Well, they won't think twice if they don't have a brain!"

And as he sang, the rock began to grow.

///

The situation had been almost identical to what had happened with Twilight and Spike, though this time, there were four victims, not two.

Pinkie Pie knocked on the door repeatedly in the most annoying fashion possible until Applejack answered. The pink pony asked her to come with her really quickly and when the orange mare refused without good reason, Pinkie whined and moaned and complained which woke up everypony else in the barn that the Apple family resides in.

They were brought back to the crater, and the eyeball ate their brains, sucking them out of their heads through their ears. The entire eyeball actually split in two, forming a makeshift mouth, and it placed the brains inside all at once, chewing them and swallowing down into the rock where they dissolved, growing even larger than before as a result. Pinkie was completely unperturbed that her friends were all being lobotomised, mostly because she didn't understand exactly what was happening and that her friends were simply the eyeballs little zombie horde.

There were now six zombies dancing around the crater, which was almost full; the rock had grown considerably and now the scar it had created in the earth when it had landed could barely contain it. The zombies shuffled and hopped to the beat of the song, which had only become louder since its player had grown.

Applejack, Apple Bloom, Granny Smith, Big Macintosh, Twilight Sparkle and Spike were all there, dancing their zombified hearts out, their pupils gone and their irises a neon green and the only thing keeping them upright the addictive music that swirled in their empty skulls.

Pinkie simply watched on, completely oblivious to the damage that she had caused. There is a fine line between innocence and ignorance, and Pinkie had shattered that line completely. She was swaying to the tune herself, though with a little more enthusiasm than the other brainless ponies. It remained a mystery to the eyeball how she was even alive without a brain inside her noggin, but in the end, it truly didn’t care. It had devoured several of the tasty morsels, and had loved Apple Blooms the most. Innocence was its favourite flavour.

It had been half an hour since it had last feasted and Pinkie had begun to bounce around the crater in continuous circles, humming the tune to herself. The eyeball had grown restless. It was hungry. Both tentacles slammed into the ground at once, causing Pinkie to stop in mid-air. She hovered there just long enough to make Isaac Hoofton roll in his grave before landing on the grass. The eyeball had already begun to sing.

"Head down to the restaurant,
My fortune cookie says that I just can't stop!
I'll suck their noodles right out of their heads,
Then half an hour's later I'm hungry again!"

Pinkie didn't even stop to think. She just dashed back to Ponyville, eager to collect her new bounty.

It was not long before she was back. Everypony in Ponyville trusted Pinkie Pie with their lives, so why wouldn't it be important for the late-night patrons to follow her out into the cold to a completely remote area? Apparently, that thought never ran though their heads and now they would never think again.
Picking up some mare's hair pins and using them as chopsticks, the eyeball sucked out her brain and then ate it with its eye-mouth, chewing lightly before it swallowed. The content sigh it released vibrated through Pinkie's entire being. She liked the feeling, it was warm and it tickled!

When the eyeball sang once again, Pinkie did not seem to care who her new catch was to be. She just went along and did it like a good little mare. It seemed that the eyeball was beginning to take some control after all.

"Creep down to the bakery shop,
Sneak in, tip-toe past the cop!
Pick me up the Cakes and a mug full of tea,
And any other sweetbreads you happen to see!"

Not a word came from the pink pony's mouth, and while she went off to get her new friend-to-be some more brains it continued to sing.

"Brains, brains, I won't lie!
I'll eat their brains 'till they're zombified!
Sure, they might think it's deranged,
But they won't give it a thought after I've eaten their brain!

Brains, brains, it's okay!
It's not a matter if it isn't grey!
And if at first they think it's strange,
Well, they won't think twice if they don't have a brain!"

Pinkie did not question her potential friend. She did exactly as she was told, speaking less and less with each new assignment. She had no qualms with whom she brought back. The Cakes, her caretakers and guardians for years had both been zombified, as well as their babies. So had Vigilance when he had followed Pinkie from Sugar Cube Corner to see what the Cakes were doing out in the middle of a field so late. He had tried to fire his gun at the creature before him but not only was he a terrible shot when it came to mouth-aiming, he ran out of bullets pretty quickly too. Seconds later he joined the growing horde of zombies surrounding the rock.

The crater no longer existed at that point. The rock had long since outgrown it, and had actually forced the ground away from it as it expanded. The rock itself was the size of Carousel Boutique, and that wasn't including the tentacles and the eyeball that stretched up above. Its sheer size did not deepen its voice, or change the music it projected into the empty heads around it. In fact it was still singing, mostly to itself.

"Brains, brains, I love 'em, I need 'em,
My tummy jumps for joy when I eat 'em!
Big ones, fat ones, short ones, tall ones,
They're so delectable, especially the small ones!

No time to cook it in a skillet,
My belly's rumblin', I got a need to fill it.
I don't fry 'em, the heat'll only shrink 'em,
I just grab myself a straw and I drink 'em!

Ooooooh!"

///

It was around 5:00 am. The sun was due to have risen in about an hour and wipe Luna's stars from the black sky, turning it blue once again. In Ponyville however, there would be no pony to see the beautiful transition from night to day. They were all brainless.

Pinkie had been a very busy pony. Following the eyeball's instructions to the letter, she had gathered almost every single pony in town, and watched as the tentacles and eyeball sucked their grey matter right out of their skulls, still not comprehending that she was leading them to their doom. Now the rock was almost twice the size of the Ponyville library, and the eyeball had grown to be bigger than Pinkie, when it had been the size of her head when it had first revealed itself.

To anypony trotting down the dirt path nearby, they would be treated to an amazing and confusing sight: A positively immense brain-shaped rock in the ground surrounded by a neon-green ectoplasm with a large green eye on a stalk on the top. If that did not get to them then what surrounded the green space monster most likely would.

In the air around the eyeball and tentacles, many zombified pegasi flew around it, bobbing up and down in the air to the invisible beat, wings all flapping in perfect time with one another. It wasn't just the pegasi that were blotting out the stars, though. The group also consisted of all the flying pets that the town was home to such as the birds and the bugs and even a flying tortoise, all of these creatures bobbing and flapping to the rhythm. On the ground, the earth ponies and unicorns danced, hopping from their left hooves to their right while their pets danced along with them. Dogs, cats, squirrels, every kind of animal one could imagine. Everypony had been taken.

Everypony but one.

Pinkie had purposely been avoiding one particular pony that lived in the small cottage on the northern brink of the town bordering the Everfree forest that was once filled to the brim with animals. While she avoided the animal’s caretaker, the animals themselves were fair game.
Even without a brain the eyeball had still been reading her thoughts, because how else would it have known everypony in town and what they had been doing? She had a mismatched heap of conflicting signals flying through her head at all times that had somehow kept her alive, and as such a brain wasn't necessary in her case.

Pinkie's intimate knowledge of everypony in Ponyville had been their downfall.

The eyeball continued to hunger for pony brains. It felt it could fit one or two more of them in what passed for its stomach before it would be full. It briefly pondered what it would do after it was finally satisfied. It did not have to dwell on it for long. It would just use the power from all the brains it had consumed to shoot itself into orbit and search for another planet to land on, and to harvest the grey matter of the species that resided there, leaving the pink one to deal with the mess it had left behind.
This gave the eyeball pause. Maybe...maybe it didn't have to leave the planet. It could just launch into low orbit until it found a new town. This planet seemed to be filled to the brim with the tasty morsels, and it didn't want them to go to waste. Not only that, but it had grown rather fond of the little pink pony that had been bringing it sustenance. It thought that maybe it could take her with it to the next town. The pink pony was indeed just that, and others of her kind would be more trusting of her if she was the same species as opposed to another race on another planet.

The tentacles rubbed together in agreement. It was settled! The pink pony would come with them!

While the ponies and unicorns danced and the pegasi flew through the air with their pets, Pinkie Pie bounced along with them. She didn't seem particularly fussed that she had not made friends with the eyeball yet. Things like that took time, just like with Cranky Doodle Donkey. He seems to like making new friends now. I brought him and his wife here too, and they’re dancing happily as well!

The eyeball had read her mind, and knew that there was one pony left to lobotomize for its own benefit. So with a small happy nod the eyeball began to sing to its pink assistant once again.

"You've been swell to go around,
And bring me every single brain in town,
But with all these brains, I can't help but think
That there isn't one left out there to drink..."

Pinkie stopped bouncing. How did he know?

"Uh, I don't know who you're talking about...I've brought everypony in town, and all of their pets. All gone! None left!" She started giggling, but it was a nervous giggle. The eyeball just delved deeper into her though waves, and picked up on what she was currently thinking about.

Oh no! Does he know about Fluttershy? She can't come out and play at this hour, she has animals to feed! Well not anymore, but still!

The eyeball nodded. It had found exactly what it had been searching for...

"Now fess up, girl. Come on, heck!
Is there someone that you're tryin' to protect?
Bring her down here to meet her end
And I promise I'll be your bestest friend!"

All thoughts of doubt had left Pinkie Pie's lack of a brain. "Really?! We can finally be best buddies?" She jumped up into the air as high as she could possibly manage. "Wheeeee!"

Normally Pinkie wouldn't have had her mind changed so easily, but the eyeball and its music were more powerful than meets the eye. They had persuasive powers, implanting slight thought and suggestions or even just outright controlling life forms, but only after their brain had been removed. Pinkie was a special case. Because she never had a brain to begin with the eyeball couldn't take over completely, but for the same reason it could exert some dominance.

Some part of the jumbled mess of thoughts pinging around in her skull knew somehow that what was happening to all these ponies was bad, but the eyeball was overriding it and only letting the good thoughts through. There was still some resistance but it was weak and on the brink of collapse. The eyeball knew exactly what it had to do to crush it. It spoke to Pinkie, transferring its thoughts straight into her head, without the song:

"You know the words! Sing along!"

Excitedly Pinkie did just that, remembering the chorus of the little song that the eyeball had repeated after every two assignments. She knew it word for word. The two sang in perfect harmony together under the moon and the stars, the music louder than ever before.

"Brains, brains, I won't lie!
I'll eat her brain 'till she's zombified!
Sure, she might think it's deranged,
But she won't give it a thought after I've eaten her brain!

Brains, brains, it's okay!
It's not a matter if it isn't grey!
And if at first she think it's strange,
Well, she won't think twice if she don't have a brain!"

Pinkie laughed and clopped her front hooves together in celebration that she had gotten the lyrics correct. The eyeball laughed as well, partially because it had felt that last bit of resistance in Pinkie's skull submit, but mostly because it was genuinely enjoying itself. It had never sung with another before. It sighed contently, and calming warmth spread through the pink mare’s entire being at the sound of it.

The left tentacle pointing at Ponyville in the distance and the right tentacle giving her and encouraging nudge, Pinkie was well on her way to giving the eyeball the last brain in town.

The brain of the easily frightened canary pegasus, Fluttershy.

///

Fluttershy was deep in her REM cycle, though it was only an hour or so away from when she had to awaken to feed the early risers in the morning. She would usually rely on the rooster in the backyard to wake her, but for obvious reasons that wouldn't happen that day. Fluttershy was having a particularly steamy (for her) dream about having her first kiss with a faceless stallion when she was abruptly awoken by a loud incessant knocking on the cottage door.

*Knock knock knock knock knock*

Fluttershy did not grumble. Even if the pony at the door didn't hear her, she would still consider it incredibly rude to talk about others behind their back. So rising from her covers she trotted down the stairs to the front door. Just before she opened it, she noticed something. It was quiet, very quiet. No animals snored, no wings buzzed. There was only the wind blowing outside and the endless knocking. Yawning unknowingly like the first meal of the night, she opened the door to see the pink ball of hyperactivity that was her friend Pinkie Pie.

With the exact same enthusiasm that she had demonstrated with Twilight Sparkle, the cotton-candy maned pony reached out to grab her timid friend and bring her to the eyeball. "FluttershyI'msohappyeveryponyareallgoodfriendswithmynewfriendandhe'sall'Iwantbrains'andI'msorryforwakingyoubutwehacetogonowfollowmequick!" She cried.

*eep* "Pinkie, could you, um, please slow down? I can't understand what you're saying..." The shy pegasus said in her usual hushed voice. In response, Pinkie just did the exact same thing she had done with Twilight and Spike and literally everypony else in town and their pets. She just tried to push them out of the door to their untimely demise.

"Come on, Fluttershy! We can't be late! Otherwise he'll starve!" Pinkie whined. This caught the animal caretaker's attention.

"Oh dear! There's an animal out there that's starving? Oh Pinkie, I'm so sorry! I'll go get some food right away!" She looked panicked, and very worried for this starving mystery animal. She galloped as fast as her body would allow into her kitchen and quickly began to gather...actually, she didn't know what she was meant to gather.

"Pinkie, what does this animal eat?" Fluttershy called out. It wasn't very loud as she was afraid that she'd wake up the other animals in her care. That wasn't exactly a problem anymore, but she didn't know that.

The party pony just shook her head and called back to her shy friend, "Silly filly, that doesn't matter! You just need to follow me!" She said it in a voice that made it seem like the single most obvious thing in the world. Fluttershy was still very unsure about the situation.

"Are...are you sure? I mean, I have everything here that animals love," the quiet pegasus began, before being cut off by Pinkie.

"Nope! Just come with me!"

"But Pinkie, I-"

"Come oooooooooon!"

Fluttershy gave out a defeated sigh, shaking her head from side to side. "Alright Pinkie, I trust you. Just make sure we get back home soon, okay? I need to feed the rest of the animals soon."

"No you don't!" Pinkie giggled, but went out the door before the animal caretaker could question what had just transpired. Sighing once again, she trotted out of the door and closed it softly behind her, not realising that there were no animals left in the cottage to wake up if she had slammed it.

The two mares trotted through the barren streets of Ponyville in the dark, causing a shiver of fright from the older one. They eventually reached the dirt road that led to Sweet Apple Acres, and on Pinkie's orders they began to trot the path to Applejack's barn. Fluttershy had many questions, but anything she asked about where they were going or what this animal was exactly were met with very vague and evasive comments, though there was one thing Pinkie said that caught her attention.

"'Shy, don't worry. Everypony in Ponyville will be there, not just us! It'll be like a party!"

Fluttershy tried to stop, but Pinkie kept pushing her forward, much to the pegasus' protest. "Pinkie, you know I don't like big parties. There are..." she gulped, "too many ponies. Besides, I thought we were going to feed an animal?"

Pinkie just giggled. "It's a special kind of party, and yeah we are! Just don't think too hard about it." Suddenly the pink mare stopped and reached into her mane, pulling out a white and red bandanna. "Okay now, I need you to put this over your eyes! It'll be just like 'Pin the Tail on the Donkey'!"

Fluttershy just sighed and didn't ask questions. She had a feeling that this was going to be some sort of surprise party, and so she just went along with the motions. Without her sense of sight she had to rely on her other senses to guide her, even with Pinkie's hoof on her back as an aid.

They had stopped and turned off of the path at some point as Fluttershy could feel the cool grass under her hooves. Without her sight she could focus more on her sense of sound, and she began to notice something on the very edge of her hearing. When she concentrated further, it sounded almost like...violin music? Oh, it is a party. But why is it on at this hour?

As they drew closer to their destination, neither pony spoke. Pinkie just urged her friend closer to her lobotomy while Fluttershy kept listening to the music. It was almost addictive. She could hear it in her skull, she could feel it in her bones, she swore she could even smell it and taste it. The music was everywhere. What made it stranger was that the music had no discernible origin. It seemed to be coming from all directions.

Abruptly Pinkie Pie stopped, causing Fluttershy to jerk backwards and almost fall over. The music was very loud now even though it still felt like it was coming from all around her and not from any definable source. She felt a hoof undoing the knot that kept the bandanna over her teal eyes, and suddenly her vision was cleared. What she saw surprised and unnerved her.

Pinkie had not lied. Literally everypony in Ponyville was here. Except...they weren't. Sure they were there in front of her dancing away to the sourceless song, but there was something not right about them. Their irises were neon-green and they had no pupils. Their mouths hung open and their tongues flopped about, drool dropping to the ground below them. They bobbed and swayed to the beat. She even noticed some animals were there as well who were dancing in the exact same way, their eyes identical to the ponies around them. What kind of party is this? Fluttershy wondered nervously.

Eventually she made the mistake of looking up, and what she saw terrified her to the very core. Fluttershy screamed.

Up above her the pegasi of Ponyville were all increasing and decreasing their altitude to the beat of the music, their wings beat in perfect synchronisation as they all flew in a giant circle. Some flying animals were up there as well like the birds and insects, and she even spotted Tank. But that was not what had caused Fluttershy to shriek. What had done that was what they were gliding around. It was a giant eyeball on a neon-green stalk!

The canary pegasus backed up as fast as she could, but soon bumped back into Pinkie Pie who stood there with a large grin plastered on her features. Fluttershy looked around in terror, and it was then she began to recognise a few of the faces in the crowd. She saw Twilight, Rarity, the entire Apple family, Scootaloo, Zecora and even the Cake twins lying on the ground. It was literally everypony in Ponyville. She even spotted Rainbow Dash and Ditzy Doo flying around the green monstrosity.

"P-Pinkie! W-what is that thing?!" Fluttershy cried in abject horror. She had tripped over and had been trying to back away from the giant creature, but Pinkie had stopped her from going any further.

"Silly, that's my new friend!" Pinkie said slowly, as if she were explaining how to add two and two. "Well he's not my friend yet, but I've been trying."

"What do you mean? That scary monster is your friend? How? I'm so confused...Pinkie, what do you mean?" The eyeball actually heard everything she was saying, but it let the insult slide. It was waiting, the tentacles rubbing together in anticipation of what was to come. It could tell right from the beginning what flavour the canary pegasus' brain would be: Innocence, it’s very favourite.

Pinkie shook her head. "Alright 'Shy, here's what happened. So I was trotting back to town from Applejack's along the dirt path after you guys were all too busy to hang out, and I wished upon a star that I could have somepony to play with. Then there was a SWOOSH, and then a big BOOM, and then there was green glowing and lots of other stuff! I felt really scared." The mare grinned widely. "Then the thingy that crashed into the ground started playing music and I didn't feel scared anymore. Then he was singing, and he was all 'I'm starving! Feed me and we'll be bestest friends!' and I was all 'Okie dokie lokie!' Then I brought him shortbread, but he was like 'No, I can't eat that! I need brains!' So then-"

"What?!" The confused pegasus cried. "That thing eats...brains?"

"Yeppers!" Pinkie confirmed. "So then I went out and I brought Twilight and Spike down, and he sucked their brains right out of their heads! I thought they were hurt at first but they were still standing and dancing so they gotta be fine, right?" Without waiting for a response to the question she had asked, she continued with her wild tale. "I was still kind of worried, but then the music got louder and he started singing again, and I stopped being worried. I did it over and over with everypony in Ponyville, and even their pets! He was super happy!"

She briefly saddened and her face lowered slightly as she continued. "I didn't want to bring you over because you were asleep and you had lots of animals to take care of, but my friend sang some more and I felt all better!" Her face lit up once again. "Now that you're here, he can eat your brain and then we can be the bestest buddies ever!" Pinkie jumped into the air and gave off a loud whoop.

Fluttershy said nothing, staring out into the blank expressions of her friends and the other citizens of Ponyville. Even the animals looked just the same. Nothing can live without a brain, she thought. They’re dead, every one of them.

"Pinkie! A pony can't be alive without a brain!" She hurried over to Applejack, who had just danced by. Shaking the farmers shoulders, noting somewhere in the back of her mind that she had just touched a dead pony, the pegasus frantically asked her friend "Applejack? Can you hear me? Are you alright?" She was confident that the orange mare would stay silent and prove her point to the oblivious Pinkie Pie.

She was absolutely stunned to hear Applejack respond. "Ah am fine, Fluttershy. There is no reason t' panic, Fluttershy. Just let it eat your brain, Fluttershy."

Her voice was so monotonous and not at all hers, but Applejack had spoken and that was enough to convince the pink mare. Without a brain, how is she even walking around? Why did she repeat her name so often? These thoughts quickly vanished when Fluttershy heard what Pinkie said next.

"See? She's fine. Now come on! We’ve got a chance to make a new friend!" Pinkie Pie quickly zipped over to the pegasus at a blinding speed and grabbed the bubble-gum-pink mane with her teeth, dragging Fluttershy closer to the eyeball. Pinkie piped up once again, but this time she was addressing her alien companion. "Hey eyeball thingy! I got you Fluttershy!"

It had just sighed with relief, and if it had had a brow to wipe sweat off of it would have. Without a brain the zombie that Fluttershy had spoken to was incapable of speech, so the eyeball had to take drastic action, manipulating the corpse into responding with several complicated brainwaves. The extra effort had taken its toll; it was not used to having to do that, and it was weary. However, this only increased its lust for brains further. Lowering itself to Fluttershy's level, it began to sing once more.

"That's better than good, in fact it's great!
It's been far too long since I last ate.
I can tell she's a flavour of the greatest kind,
So just stand still dear, while I devour your mind!"

Fluttershy did not scream. She was looking at her friends again. A grim realisation had set upon her. All of them are dead. No matter what Pinkie says, they are all dead. A pony can't live without their brain, and this monster had eaten them all.

She had been looking at the ground beneath her hooves in silence. The tentacles began to slither towards her unmoving form, just seconds away from sucking out her grey matter and ridding Ponyville of all intelligent life. A few wet drops hit the grass below her. She was crying. There were no words, no wracking sobs. Just tears for her friends and for all the innocents who had fallen to Pinkie's trickery.

Looking up just before the tentacles reached her, Fluttershy noticed a little ball of white fur out of the corner of her eye. Turning to look at it, she realised it was Angel. It had consumed his brain as well.

The eyeball was singing once again, a final chorus to a song that had lasted the entire night and had cost the lives of hundreds of innocent ponies.

"Brains, brains, I won't lie!
I'll eat her brain 'till she's zombified!
Sure, she might think it's deranged,
But she won't give it a thought after I've eaten her brain!

Brains, brains, it's okay!
It's not a matter if it isn't grey!
And if at first she think it's strange,
Well, she won't think twice if she don't have a brain!

Brains!
Bring me her brain!
Bring me her BRAIN!
BRING ME HER BRAIN!

HAHAHAHAHAHAHAHAH!!!!!!"

"How dare you..."

The eyeball looked at the pegasus strangely without a single word sung. After all, the song was over. The music was still playing, but there was nothing left to sing. Pinkie however, let out an intelligent "Huh?" Fluttershy repeated what she had said in a much louder voice. She had no tears left to shed; her sorrow had been replaced by a pure and fiery rage.

“HOW DARE YOU?!”

The eyeball widened and moved back slightly as Pinkie gasped in fright, but these did not stop Fluttershy from what she was about to say.

"Listen here, you monster! Just because you're big and scary, does NOT mean you get to go around eating pony and animal brains! You may be really big and have your music and your singing and your zombie mind control, but that does NOT give you an excuse to kill innocent ponies and their pets!" She gestured towards the Cake twins lying on the ground nearby, ignored by their zombified parents. "You think that it's okay to kill CHILDREN?! Just so you can eat? What gives you that right?! Huh?! All of my friends are either dead, or under your evil spell! All of these ponies are completely brainless, and for what? You couldn't have just eaten something else? Do you feel any regret for the lives you've taken today? Do you? DO YOU?!"

There was silence. The music was still there but it was in the background, unnoticed by any living ponies. The zombies had all stopped dancing, and were just standing idly. Pinkie looked just like they did, mouth wide open at the accusations Fluttershy had thrown at her new friend. The tentacles were hidden away, and the eyeball itself was staring at what was meant to be a nice tasty treat that had started fighting back.

"I want you to give everypony their brain back! Do you hear me? ALL OF THEM, RIGHT NOW!" Fluttershy screeched. Never before had she shouted so loud, not at the dragon that had threatened to blanket Equestria with smoke, not when Rainbow Dash had pulled off her second Sonic Rainboom, not ever. Pinkie was also pretty certain that no pony had ever shouted that loud in Equestrian history. It was louder than the Royal Canterlot Voice.

The usually timid mare trotted right up to the eyeball and moved in mere inches away from its surface. Looking it dead in itself, she simply asked "You got that?"

A long pause. And then...

It started out as a snicker and then moved up to a giggle. Evolving from there into a chuckle, it then became laughter before moving up to a cackle, and then a chortle before it finally became full blown hysterics. The eyeball was laughing at her, and not in an evil way. It genuinely found her determination funny.

"Are you kidding me? That's the best you can do? I've had aliens half your size yell at me three times as loud! You really think that I'll listen to you?"

While the music still played in the background, the eyeball did not keep to the beat, nor did it even sing. It was simply giddy with disbelief that such a little thing thought she could stand up to it, of all creatures!

"Oh, you'll listen to me, alright." Fluttershy whispered in a dangerous voice before she proceeded to open her eyes as wide as they would go, glaring into the eyeballs very soul.

It was The Stare! The infamous tactic that Fluttershy had used to terrify unruly animals into behaving, and it had even been used to coerce a dragon and a cockatrice. It was the single most powerful kind of magic in Equestria besides the powers of Celestia and Luna themselves, and it wasn't even magical in nature. Surely nothing could possibly resist?

As Fluttershy found out that night for the first time, The Stare only works on creatures native to Equestria.

Shaking itself in disbelief once more, the eyeball decided that it had had enough of this upstart pegasus. This little staring contest had been fun but she had a brain it wanted, and it wanted it immediately. While she was staring into the eyeball, the tentacles slowly slid up to her sides. By the time she had noticed them it was far too late. With a wet slap and a gooey sucking noise, the left tentacle had entered Fluttershy's ear and had sucked out her brain, the pink organ quickly being enveloped by the viscous ooze.

The brain travelled down the line like so many brains before it all the way to the rock in the centre, and began to dissolve. Fluttershy's body had begun to dance to the beat just like the others, quickly disappearing in the crowd as the other zombies continued to hop and bounce to the beat. The eyeball had won. Every single pony in Ponyville had had their brains removed and eaten.

As it savoured the flavour of the kind pegasus' brain, it began to ponder how exactly it would launch itself into orbit to make it to the next town over with a passenger? Maybe it could cover the pink pony in the green goop that made up its body, and see how long she could hold her breath? Or maybe it could just tell her where it would be landing next, and she could meet it there? True to its word, it was now Pinkie's best and only friend. It had a lot of work to-

The eyeball stopped all movement. The music halted suddenly, and the zombies all fell to the ground as lifeless as they could possibly be. The pegasi and flying animals began to rain down on the grassy plain below, hitting the ground with sickening thuds. Pinkie had wondered where the music had gone. The thoughts in her empty skull were too damaged; she was literally unable to see anything wrong with the situation unfolding before her.

The eyeball's iris and pupil had slowly shrunk as it realised what was happening to it. The brain it had just eaten-

A searing shot of agony flew through the eyeball and the tentacles causing a scream that echoed through Pinkie's head, which made her cry out in pain as well. She fell to the ground trying to block it out with her hooves, but the sound was coming from inside. There was no way to stop it.

The green monster had begun to fall apart. Screaming and howling in agony, the eyeball flailed around helplessly while all the neon-green jelly that made up its core fell off it in large chunks. It was as if it was dissolving. It took an agonising four minutes for the creature to die completely, the lime alien howling the entire time.

The last thing it cried out before it vanished was "Too...sweet..."

With that, Pinkie was all alone. She stood by herself in a field full of pony and animals corpses alike, and a giant rock shaped like a brain. She was completely transfixed. There was nothing left for her there, and yet she stayed. She didn't know why. Was it because she was mourning all of the dead ponies and animals before her? Was it because she had just lost her best friend in the whole wide world? Was it just because the music had done so much damage to the inside of her head that she didn't know what was right or wrong anymore?

Whatever the reason, it was a good thing that she had stayed, because she was there to witness an extraordinary sight. The creature had begun to reform! But there was something different about it this time; the slime had changed from a neon-green to a canary yellow. As the slime continued to crawl all the way to the top, Pinkie watched on as the meteor was completely covered in the yellow substance. The top part of the slime began to change colour yet again and it was not long before some faux-hair had formed in a bubble-gum pink colour. Two large eyes had begun to grow in the front of the rock, and they quickly developed teal irises.

Fluttershy had been reborn!

"Fluttershy? Is that you?" Pinkie asked nervously. She was unsure how to act in this situation; the music wasn't there to guide her anymore.

The large eyes shifted from side to side before a response came, but not from outside. No, the response originated from the space behind Pinkie's eyes. "Um, yes, this is Fluttershy. Wow, I'm so big..."

"Oh my gosh! You're okay! What happened?" Pinkie cried. She was genuinely concerned. Maybe the music hadn't done too much damage after all.

"I think my brain was a little too sweet for the monster's liking." Fluttershy responded slowly, as if she was just learning to talk. "I...can't move. I'm rooted to the ground..." she mumbled.

Pinkie didn't hear that last part. She was thinking up an apology.

"Fluttershy, I'm sorry," she began. "I was only helping that big bully because I didn't want to be lonely, and all of my friends had other things to do. I should have known it was too good to be true, but when I wished upon a star and it actually worked..." she sighed. "It's all my fault that everypony is dead. Can you ever forgive me?"

"Oh, Pinkie Pie, I could never be mad at you. It wasn't your fault. You were under that big mean alien's control and you didn't know what you were doing. There's nothing to forgive." Pinkie could feel Fluttershy smiling forgivingly, even though she could not actually see it.

The pink mare brightened up immediately. "Oh, thank you 'Shy! Thankyouthankyouthankyouthank-"

"It's okay Pinkie, really. You can't be held accountable for your actions."

The two stood there, one pony and one former-pony-now-giant-space-monster staring silently at one another, surrounded by the corpses of their former friends and pets. Pinkie was the first to break the silence. "Is there anything I can do for you, 'Shy? I mean you can't move and all, so..."

"Oh no, Pinkie I couldn't ask you to do anything like that." The space blob replied. There was another pause before she spoke once again. "Actually, there is something you could do."

"Yeah, Fluttershy? Anything you want, I'll get it lickety-split!"

The blob sat there, contemplating how to ask the next question. In the end she just came out and said it.

"Pinkie, could you bring me some...

…brains?"

LE FIN

Author's notes: Well this was a bastard and a half to write, especially since I made so many damned mistakes. I'd like to thank _Medicshy for helping me correct them.

This is obviously a tribute to the episode 'Little Rock of Horrors' from the television show 'The Grim Adventures of Billy & Mandy', and anyone who has seen the episode will know the voice of the eyeball and the tune that it played, but for those who don't here's a link to the episode in question. You know, for context.

'The Little Rock of Horrors'

Thanks for reading!