Twilight Sparkle and her Princess Celestia walked at a sedated pace through the palace, the kind of pace that you only walked at when the destination was either unimportant or you cared more about just being with someone close to you rather than where you were going.

Twilight was in a completely different camp all together, she was walking somewhere, with Princess Celestia several years of a student-child/teacher-mother relationship did not change the fact that whenever they were in the same room it was usually because some great ancient evil from a thousand years ago had broken free again and that it was up to Twilight and Co. to save the day, so she asked the most logical question for a situation like this one, a question that she would soon regret ever asking.

"Princess Celestia, why are we here?"

She stopped, her eyes bulged ever so slightly her breathing ceased for that breaf moment she looked as if she would have been at home as a fixture in the statue gardens, for a brief moment Twilight had been very much scared that she'd done something wrong but that fear was washed away by what her mentor said next.

"I knew this day would come,"

"Uh..Princess?" Celestia turned her head to face her student

"Few can ever know what I'm about to say, but you Twilight, you have faced impossible odds and came out better for them, Twilight I think you're ready." Her horn glowed and in a flash of light they were in a book-lined room lacking both windows and doors, she reached out with her magic lifting a thick and dark tome from one of the shelves. "Twilight Sparkle, this is The Necronomicon, The Law of the Dead," she explained, her voice was equal parts calm and cold. "In this book lies all the answers you seek."

"Princess Celestia, I this isn't what I,"

"To truly understand the nature of life and our purpose...You must know of those who came before..."

*Princess I'm trying to tell yo-*

In the beginning, before our reign, before even ponies, this planet had been called Earth and was home to a race know as Humans, they were fragile things, their world was one where nature ran wild, they had no magic.

*No magic!*

Yes my dear student, they were near incapable of utalising magic, so rare was the gift that it was considered a myth amongst their kind with only a select few ever knowing what was truly there but I will get to that soon enough. They had neither wings nor magic, all they had was their imagination, their sharp wits, they made great things, cities built to house millions, technology that challenged some of our greatest spells, instantaneous communication, tracking and exploration of the stars, and they made minds bound in metal that could outpace our greatest golems, Man was proud in those times and lived in a assurance of their own importance and greatness in the universe. Then...No its too horrible, I sorry I Twilight but I can't tell you more you may never look at the world the same way again if I did.

*Princess Celstia, I'm not sure you under-*

You're right Twilight, you are strong and your mind stronger, I'm sorry if I implied otherwise my dear student.

*That's not what I mea-*

Now where was I... Oh yes what happened to the Humans. As you've probably noticed (much to the dissapointment of a particular lyrist, yes Twilight I know) there aren't many Humans in Equestria now day, there aren't any Humans in Equestria at all for that matter. What happened to them is as terrifying as it was tragic, for you see Twilight for all their power Humanity were mere custodians, house pets left to their fend for themselves.

For you see Twilight billions of years ago-

*Billions!?*

Yes, billions of years, long before even Humans walked upon this planet this world was colonised by a race of vile gods know only as The Great Old Ones, beings that were neither living nor dead, they were, they are and they will be for they came from beyond time and space in search of realms to claim as their own. They took the life that they found and molded it, twisted it into what came to be know as Humanity as nothing but slaves and ruled from the cities built from impossible shapes for untold eons for they were invulnerable and unstoppable.

*Bu-but their not here anymore, so you and Luna must have defeated them...Right?*

I really wish I could say that was case my dear student, you do not know how much I wish I could say that's what happened and know that deep down that was the truth. But no, Luna and I did not defeat the Old Ones. The reason their not here is that they are sleeping. You see Twilight before the age of Ponies the stars moved slowly through the heavens in a great cosmic dance and when the stars were in alignment the Old Ones lived and ruled over all they surveyed, but when the stars shifted the could no longer 'live' and slumbered in the great cities in the mountains and beneath the waves, even now in his great house of R'lyeh dread Cthulhu lies dreaming. But eventually the stars were right once more and at the apex of Humanity's glory, the Old Ones rose...And took back what was theirs.

The stars moved out of alignment and they slumbered once more, unknown millenia later Ponies rose to claim this world and later Luna and I took the throne of Equestria as our own. Acting as the ray of hope in their once troubled lives witholding the secrets of what fate awaited them.

*But...Why not tell them, we must be able to do something, anything!*

Twilight, I tried, I really did, I searched for something, anything that would stop them and what I found...I wish I had never looked in the first place.

*What was it?*

There are...Things, horrible vile things as above the Old Ones as they were above us, the ones called The Outer Gods they were less gods and more akin to the forces of nature given a putrid mockery of flesh. Shub-Niggurath who birthed a thousand young and twisted all life that encountered her, Yog-Sothtoth who twisted and bent time and space around him and worst of all...Azathoth.

*Azathoth?*

Of all the beings out there he is worst the worst among them, he is the closest thing this universe has to an omnipotent god, mindless and sightless all he wants is to be entertained in his great court at the center of infinity. There his countless servants play their demonic flutes forever cursed to play their endless song lest Azathoth rouse and end the dream that is the universe.

*What happened next?*

I went back home looked into Luna's eyes, so filled with hope and told her...The Old Ones could be kept asleep if we just kept the constellations in place. I lied to her Twilight, I lied to her, I made her think that she was saving ponykind every night even when she was only delaying the innevitable, the gleam of happiness in her eyes, the way she smiled knowing that what she was doing was important was something I just couldn't take away from her, and when she realised that she could never tell anyone of the important duty she thought she had...You know what happened next.

That's the hardest part of knowing these things, Twilight not the fear of what might be lurking just beyond your bedroom window, not wondering whether you'll ever get to see your loved ones again, no the knowledge that we live in a great frozen void that cares nothing for the lives of insignificant quadrupedal bacteria ruined by the actions of being none of us could never hope to understand. The only mercy given to us...Most of us is that in death, they can't hurt us, but me...I'll still be there when the stars are right I'll still be there when the Old Ones awaken and take back this world, I'll still be there when everything when everything I've ever known and loved is wrenched away from me, and I'll just stand there knowing that there was nothing that I could do.

But worst of all...Is the look of betrayal in Luna's eyes when she realises that everything she'd known was a lie.

Twilight stood there looking at her mentor's face of resolve slowly cracked away revealing a scared and confused child she reached out pulled Celestia into a hug, stroking her mane as she let her cry out all her worries.

Twilight felt a lot of things, scared, terrified by hermeager place in reality, but deep down, very deep down a small part of her was annoyed.

She'd just wanted to know why they where they had been walking to.

Author's Note

This was supposed to be a comedy, then Lovecraft happened.