The Silence

by PaulAsaran

Rating: mature
Tags: Horror, Queen Chrysalis, Adventure, Sex, Gore, My Little Pony: Friendship is Magic, Dark, Other
Length: 101938

Equestria has been a land of peace and harmony for a very long time. Nopony bothers to ask what was sacrificed to make that happen. They will find out soon enough...

Note: Story is on hiatus until higher priority stories are completed.

Peace. Prosperity. Happiness. These are the things Equestria is known for. The princesses get their due credit, basking in the adoration of their beloved subjects. But few are aware of the cost of peace, or the decisions made thousands of years ago to preserve it across such a vast territory for such a long time. It is not shrewd diplomacy, benevolence and natural kindness that drives Equestria to be the bastion of harmony it is today.

Deep beneath the land, something hidden and forgotten stirs. It festers. It shifts.

For the first time, it thinks.

A tribute, but not crossover, to the Silent Hill franchise.

Because this story will feature a wide range of characters roughly equally, character tags serve little purpose. Let the 'other' tag be indicative that any and all characters could possibly arrive.

My thanks to Danger Beans for helping me brainstorm.

Cover Art commission from Eztp.

Published 2015-12-02 21:30:02 UTC
Last updated 2017-05-06 00:48:37 UTC

Conception – Discord

There were a lot of things that Discord enjoyed in life – chocolate rain, ancient evil relics going berserk and Fluttershy, just to name a few. The number one love of his admittedly dastardly mind, however, was in the annoyance of others. It was hardly mean spirited. If anything, pestering ponies was his way of showing how much he liked them. Fluttershy understood this, and Luna even more so. Ah, Luna, she was a fun one. Far more so than her sister.

Of course, the fact that Celestia wasn’t the fun one meant that she was easier to bother, and that knocked her to almost the very top of his list of favorites. In fact, at this very moment he was meant to be at some special dinner or other for her, meant to convince the snooty nobles that he was properly tamed. He couldn’t help but grin at the thought of her incensed expression; not tamed quite yet, it seemed.

Celestia used to be on top of his list, but she was knocked down a couple pegs by her dear protégé. Very few ponies could match Twilight Sparkle. Oh, sorry, Princess Twilight Sparkle. He could derive hours of enjoyment just by subtly repositioning her oh-so-carefully arranged things back at the castle and watching her scamper around in a huff trying to fix it all. And the outrage she always displayed when she discovered him?

Priceless.

But there was one individual who outdid them all, a single… well, not really a pony. Regardless, her serious, no-nonsense manner and haughty views made her an irresistible target of endless pranks, schemes, jokes, crack-ups and general buffoonery. The best part of all? She was considered an Enemy of the State, so Celestia and Twilight didn’t so much as bat an eye to stop him. He could be as playful as he wanted, and nopony could – or would – get in his way!

And at that very moment, his number one favorite ~~victim~~pal was in his sights, making her way through a dark cave. Yes, technically she was well within Equestrian borders, which meant she was violating quite a few rules, as well as a treaty or two. Celestia would be furious when she next saw him, but he’d shut her up quickly when he told her the real – well, somewhat real – reason he’d skipped out on her boring dinner.

The trespasser walked cautiously, the caves lit only by the dim light of her twisted horn. Chrysalis’s eyes were narrowed to mere slits, her ears flicking to her echoing hoofsteps. Discord watched from the shadows, his body flat against the walls. Literally; he was disguised as a cave painting. Normally he might have spoken up, or created some obstacle for her by changing the floor to cream cheese or making the cave run in endless circles. He did that to a minotaur lord once, centuries ago. Fun times.

Not today. Discord could sense something different, a powerful magic he didn’t recognize. Or rather, he did, but only in trace amounts. It was negative energy, the kind of thing that makes ponies hate and leads to wars. That kind of power had never existed in Equestria before. He would know, its non-presence was one of the things that attracted him to this land in the first place.

But now the acrid, rotten stench of it festered in his nostrils. He was tempted to remove them to spare himself the trouble, but decided it would be better to use every sense he had to keep track of the stuff. That much bad energy in one place had to be trouble, trouble enough to dampen even his spirits.

Which was why he now pursued Chrysalis. Her presence here had surprised him, but it could only mean she had some kind of nefarious plan in mind. Discord didn’t like nefarious plans that were not of his own creation. Besides, this was an opportunity to frustrate the changeling queen by catching her in the act and ruining all her plans. It was bound to be more fun than rubbing elbows with a bunch of party poopers.

Oh, that gave him an idea!

No! No, he needed to focus. Chrysalis. He had keep an eye on Chrysalis.

The cave was remarkably dull, filled with air that hadn’t been utilized in centuries, maybe even millennia. This was one of many things that disturbed Discord about this whole affair. Clearly, the tunnel was natural, but it appeared as though Chrysalis’s changelings had uncovered the place by accident.

Yet if it was by accident, then all this foul energy he was detecting was not of their doing. So… what was it?

He watched from the cracks and crevices as the changeling queen turned her head this way and that, as if in search of something. She paused at a three-directional fork in the cave, her eyes narrowing to slits as she studied each available path. That, too, struck Discord as odd. Was she entering these caves for the first time?

He had been so certain that she had a scheme in motion when he first sensed her down here. Now he wasn’t so certain. But, with the sheer amount of energy seeped into the place, he wouldn’t be surprised if she tried to take advantage of it. Yes, better to keep watching for now. Snatching it away right before it was in her grasp could be entertaining.

After some consideration, Chrysalis took the left path, carefully climbing over jagged rocks and around boulders that had fallen from the ceiling. Discord followed close behind, his curiosity stronger than ever.

For what seemed like an eternity, Chrysalis walked. Deeper and deeper they went. The air was so stale Discord thought it could replace Twilight. Were it not for the ominous magic swirling about the place, he might have grown bored. Instead, he found himself anxious – a relatively new sensation in his emotional repertoire.

The energy was so thick at this point that he could actually see it, like the entire world was being viewed through some dark, static-covered filter. He hardly even cared about Chrysalis anymore; whatever was causing this much negative energy could only mean bad things. Chrysalis too appeared uncertain, her hoofsteps sharp and her lips pulled back in a grimace. Her eyes darted about the darkness as though anticipating an attack.

Then, after turning a corner, she came to a stop. Her eyes narrowed, her legs bent, her transparent wings opened wide in a flight or fight response. She remained that way for a few seconds, and Discord began to wonder. His painted form snaked across the rocks to a flat space just behind her. He thrust his head out of the illusion to peer at the darkness.

There, not five feet deep into the cave, was a wall. But not just a wall of stone, oh no; this was metal. It glistened dully in the green light of Chrysalis’s horn, smooth and plain and very clearly not natural. As Discord examined it from over the unaware Chrysalis’s shoulder, he reached out with his magic and felt… nothing. It was as if the wall went beyond the physical aspects of the concept. Whatever was on the other side, he couldn’t see it.

Chrysalis approached the metal and rubbed it with her hoof. “What is this?”

“A good question.”

The changeling queen whipped around, her horn sparking and her lips pulled back in a snarl. She was just in time to see Discord fully pull himself out of the wall, his expression more serious than any he’d held in ages. The sight only made her hiss and step back.

“You.” She spat on the floor. “I’d ask if this is your doing, Discord, but it doesn’t seem to be your style.”

“Right you are, Chrissy.” He rubbed his chin, eyes set on the wall behind her. “I’ve never seen the like.”

She kicked at the floor, her horn aimed at him as she set herself into a defensive posture. “How long have you been following me?”

He waved dismissively. “Ever since you arrived in Equestria. Honestly, Chrissy, did you think I wouldn’t notice your magic in the area?”

“Stop calling me that, you overgrown buffoon!” She took another step back, her hindquarters bumping the wall. “You think I did this, don’t you?”

“No.” At last he ave her a direct look, and it wasn’t a pleasant one. “But I do think you’ll try to use whatever is hidden behind it. You were drawn here by the negative energies, weren’t you?”

She sniffed derisively, but at last let her horn dim. “Something like that.”

“Ah.” A mortarboard appeared on his head and he waved a scroll in her face. “Your scouts found this cave system with all the lingering energy, then told you about it.”

“And I came to investigate personally.” Chrysalis turned about to study the wall. “I honestly thought Celestia was cooking something up, but this is nothing like her magic.”

“Agreed.” He stepped up to rub the wall, ignoring how she sidled away from him. The surface felt rougher than it looked, like fine cement. “This is certainly a magical construct. Celestia will want to know about this.”

Chrysalis snorted. “Yes, that’s a good boy. Run to Celestia and tell her everything! Tell me, does your tail wag when she smiles?”

He responded by waggling his tail tuft in her face. His own took on a canine appearance; he panted with tongue lolled out and gave her a big, sloppy lick on the cheek. She cried out and snapped her fangs at him.

Chuckling at her attempts to rub off the slime, he reverted back to his original form. “You’re so easy.”

She stomped, icky saliva dripping onto the floor from her hoof. “Someday I’m going to figure out how to hurt you, and when I do—” A muzzle flashed around her mouth, effectively sealing it. Her muffled scream and vicious eyes only made him laugh.

As she struggled to push off the muzzle, he studied her with a cocked smile. “I’m afraid my duty is very clear. You are in violation of quite a few rules, aren’t you, Chrissy?” He licked the palm of his lion’s paw, which grew exponentially.

Chrysalis’s eyes widened and she turned to flee.

“For example, you entered Equestria without the proper papers! Let me just provide the stamp, hmm?” He swung his massive paw like a fly swatter, catching Chrysalis and smacking her between it and the cave wall. When he pulled it back, she was splayed out like a museum exhibit, a sticky white glue forming a square all around her. She struggled, her motions fruitless against whatever substance the giant ‘stamp’ was made from.

Discord guffawed and danced around the beam she shot at him. “What’s this? Transporting weaponry across national lines? I’ll have to confiscate that.”

She squirmed as he reached forward and grabbed her horn. With a loud pop, he pulled it off.

He spoke into the bottom of the horn like a microphone. his ears became large speakers and his voice echoing through the caves. “It seems we have everything under control here. Now I just have to deliver this package to the proper recipient. I imagine Princess Luna will be very interested in this now that it’s properly packaged up.”

Chrysalis’s eyes narrowed. Vicious growls escaped her clamped jaws. Yet no matter how much she bucked and hissed and tugged, she remained firmly glued to the wall.

Discord reached out to pat her cheek, tossing the horn behind him haphazardly. It flew up and attached to the ceiling as if it were a stalactite. “Now, you just stay comfortable right here while I take a look at what it is you’ve found, okay? Okay.”

He turned to the metal wall and peered at it, trying to gauge the strength of its magic resistance. It took him several seconds, but he ultimately concluded that even his power wouldn’t be enough to pierce the thing. The thought brought a frown to his lips; either somepony didn’t want anypony else snooping around, or this was designed to keep something dangerous in.

Discord was willing to wager on that second one, but he knew it very well could be option number one, and if so… Well, it would help to know. One way or another, he needed to see inside. Information was an ally, and he’d need as much as he could gather before deciding if this was something Celestia needed to hear about.

And so he closed his eyes and began searching. His magic fanned out in small slivers, tracing the wall into the rock and looking for an edge. Surely this thing didn’t extend too far.

But it did. To his alarm, it extended very far, and when he finally found an edge it was only to discover that the wall had moved in a new direction. After several long seconds of scanning, he realized that this wasn’t a wall at all.

It was a box.

Now more than ever, Discord was convinced that this wasn’t intended to keep ponies out.

“Oh-ho, what’s this?”

He pulled one of the magical tendrils around the box, searching for the oddity he’d barely detected. Yes, there it was. At first he thought it might be a weakness in the box’s structure, but no, that wasn’t it. It was a kind of magical construct, to be sure, but it was… sucking. Yes, that was it exactly. What he’d found was like an ethereal tube of sorts. What was it—

He gasped as his magical tendril snapped taut. Discord grimaced and tried to pull his it back… but couldn’t. Whatever that thing was, it was taking all the negative energy that surrounded this place, and now it was trying to gather up his chaos energy!

Discord fought against the thing’s pull, gradually using more and more magic. To his steadily growing alarm, the thing just kept vacuuming it up. Worse, whatever that thing was, it was coming towards him, shifting over the edge of the box like some scuttling, nonphysical centipede!

He did the only thing he could think of; he severed the magic from himself. He opened his eyes as the tendril zipped away, sucked into the box like a spaghetti noodle. In an instant, he lost sight of the… thing.

Releasing a breath he didn’t know he’d been holding, Discord took a shaky step backwards. He felt at his chest and knew that he’d been weakened. It would take a long time to recover from that kind of damage, but it could have been much worse. In any case, this was definitely not something he should keep to himself.

He turned to find Chrysalis staring at him with wide eyes. Hiding his moment of anxiety with a light smile, he began to reach for her. “Well then, shall we be off to—”

Silence. Total and complete. Discord’s heart dropped into his feet, and for once not literally. He spun about to find himself staring not at a metal wall, but black. Something big. Something round. Something he couldn’t make out, because it stretched tall and wide immediately before him… and he could not look away from the black. Out of the corner of his eyes, he could see world’s colors – and even light itself – being pulled into the gaping abyss like long strings of melted plastic.

He felt so… stretchy, as if his feet were nailed to the floor and something was pulling on his head. A pressure began to build in his skull. He tried to speak, but no sound escaped him. Or perhaps it did. Perhaps the thing was swallowing that too.

He came out of a daze. It was instantly replaced by panic.

He tried to teleport. Nothing happened.

He tried to step back. His legs ignored him.

With every passing second, he felt weaker. He opened his mouth to shout, but all he heard was nothing at all, not even the faintest whisper. His eyes bulged as something within the dark, something beyond his vision but unmistakably there… looked at him.

Hello?

Is… is s-somepony there?

I hear your voice.

D-Discord? Is th-that you?

Luna! What’s going on? Where are we? Why can’t I see anything?

Am I… imagining you? Are you really here?

What? Yes. Yes, I’m here.

I… I can see you. This is… this is the real you!

Well, I can’t see you! Luna, what’s going on? Is this some kind of game?

Discord, l-listen to me! We’re dead. Do you hear me? We are all dead!

Dead? I thought the afterlife would be more interesting than this. Pity.

No! No, I m-mean… You don’t understand. I’m s-so sorry.

Sorry? For what? Oh, please don’t tell me you killed me. Talk about disappointing.

It’s going to make me see it again. I d-don’t want to see it again…

Luna? I’m all for not making sense, but really, you need to start making sense.

Y-you have a chance. This m-must be how it happens. Yes… Yes, I can see it!

Good. Lend me your eyes so I can see it.

I’ll do better than that.

Luna? I can feel… What are you doing?

Luna. Luna? I don’t like this. It feels wrong.

E-everything is wrong.

Luna, stop!

It’s all w-wrong! But th-there’s a chance to stop it.

Get out of my head!

We’re dead, Discord. We’re all dead.

No… Sweet mercy, no. I don’t want to die!

You have one chance. It won’t come again.

O-one chance…

Do what you have to Discord. P-please, do this! For those who are left.

I…

“I see.”

He didn’t hear it. It didn’t matter. He knew what was coming, how it would go.

How he would go.

Fear gripped him as he stared death in its inky, black face. Yet even as his entire body shook, he knew what he had to do. The information had to be preserved, and there was only one way to do that.

With every ounce of willpower he had, Discord began to turn away from the all-consuming darkness. He felt a million invisible, tiny arms pulling him, but somehow he managed to resist. His gaze fell upon the cave, upon Chrysalis. She remained trapped against the wall, squirming and pulling as she stared with wide-eyed terror at whatever surrounded him.

She seemed so far away.

Of course. He was in the Maw.

Though it felt as though his arm would rip off, he brought it forward against the obsessive tug. He pointed to Chrysalis and, with what little energy he had left, began the transfer. The gaping blackness tugged at the magic he sent, pulling away little strings at a time. He wouldn’t be able to give her everything, but hopefully what he could offer would be enough. He watched it siphon into her thrashing skull, all that might save Equestria.

The unseen claws of the Maw dug into his flesh. His mouth opened in a silent shriek and fear threatened to consume his mind, but he forced it to remained focused. Even as he was dragged back, squirming and fighting, he kept his eyes on Chrysalis, his arm stretched for her.

The transfer was as done as it could possibly be. If he went any longer, he’d not have enough to…

He snapped his talons one last time, and Chrysalis was freed from the wall. She fell to the floor and immediately began backing away, gazing upon him with a fresh horror.

The light was fading, a circle closing in. Discord’s legs wouldn’t respond to him anymore. He suspected they’d been ripped to shreds. With tears being pulled back into the abyss, he forced his trembling lips to move:

Run away.

He said it again and again, unable to hear, doubting she could. He needed her to understand.

If Chrysalis died, so did Equestria.

Run away. Run away. Run away. Run away.

At last, the changeling queen turned and bounded into the caves, disappearing from sight.

If his magic hadn’t been completely drained, Discord might have relaxed. If he didn’t know he was dying, he might have had hope. If it wasn’t for how his body was being slowly torn apart, he would have breathed a sigh of relief.

As the Maw closed, his world became black. He saw nothing, but his world was pain.

He screamed. He screamed and shrieked and pleaded for the end.

He heard none of it.

Author's Note

Though I had to postpone it no less than three times, at long last I'm getting to this. I've always been a horror fan, and while Silent Hill isn't my favorite horror game series it definitely ranks highly for its (usually) strong stories and creepy atmosphere.

I've seen a few others attempt to crossover the game to MLP, but every time it felt... lackluster. To (hopefully) avoid falling into that trap, I decided this story wouldn't be a crossover, but a tribute. A lot of the things you will see will be glaringly different from what Silent Hill offers, and that is intentional. I want this to be its own story, not some derivative, and that meant taking common concepts and re-imagining them from scratch.

This story is also an experiment designed to challenge my skill at weaving a plotline. There will be a great many characters involved, and no character will get more than two chapters from their own perspective. This makes it difficult to recognize a single central character or establish a constant, flowing plotline, hence the challenge.

Let's see if I can pull this off.

Conception – Coco Pommel

Author's Note Part I

This is where the proverbial fecal matter hits the equally proverbial rotational blade. If you can handle the material in this chapter, you can probably handle the rest of the story.

The Artisan Room was a flurry of activity. Actresses hastily flipped through their scripts, practiced expressions in the mirror or tried not to freak out, all while seamstresses and makeup artists darted to and fro trying to get costumes fixed. The second act would begin shortly and not a single pony thought there was enough time.

Except for one.

Coco Pommel sewed with the speed of experience, her tongue sticking out the side of her mouth as she fixed the small rip in the cloth. She knew every seam and crease in these costumes. She’d designed them, after all.

“Try to keep steady, Mr. Right.”

The actor, a teal earth pony named Play Right, barely managed to nod his head and keep his hind leg up for her at the same time. “R-right you are, Ms. Pommel. J-just… stand still.”

She kept her giggle beneath her breath, having become well accustomed to the stage fright of rookie actors. “Relax. It’s just a little rip, nothing unusual. Your performance was great, and the next one will be just as good.” She wasn’t going to mention that she didn’t even get to see it, having been backstage preparing her crew for the intermission.

“O-of course it will be.” His attempt at a grin wouldn’t have fooled a blind mare. “I’m going to do j-just fine.”

Coco nodded with a bright smile. Biting off the excess string, she smoothed the fold in the pants leg and stepped back to admire her work. Just as she’d anticipated, only those looking very closely would be able to see the repair job. “All done!”

“Really?” He examined the leg, then heaved a short sigh. “Wow. I can see why you’re the leader here.”

She set aside her thread and needle and inspected his naval costume, keeping the time in her head. She moved a little closer, prompting the stallion to blush and glance away. After a few seconds, she located and, with one easy click of teeth, dealt with a loose thread. She stepped back, looked him up and down once more, then nodded. “Alright, you’re ready to go back on stage.”

His eyes widened. “What? Oh, right, I better—”

Laughing, she threw up a hoof to stop him before he could leave the room. “Not now, silly, wait for the announcement.”

He promptly fell to his haunches and nodded, face redder than ever. “R-right. Sorry.”

Coco turned to examine the work of the other ponies. Though it may have appeared a chaotic scene to the casual bystander, she knew better. Her ponies were working like a well-oiled machine, dancing around one another for supplies, chatting with the actors to keep them calm and prepped, and generally doing exactly what they were meant to. The sight filled her with no small amount of pride; three years of work and they were all finally in tip-top shape. For the first time ever, she didn’t see a single pony in need of her guidance.

She turned to one of the trainees, there tonight largely to watch and learn. “Swift Stitch? Would you check on the progress with Mr. Class Act’s costume?”

The mare, who had been watching another apply makeup with intense focus, jumped upon hearing her name. “You want m-me to see Mr. Class Act?”

Coco offered an encouraging smile. “Just tell the girls to report on the costume change and come back. Nothing to it.”

“O-of course, yes ma’am.” Swift Stitch left the room at a fast trot, barely avoiding slamming into a stallion carrying a few costumes to the dress racks.

That task done, and guessing she had a few minutes yet before the call came for places, she turned back to Play Right. He jerked his face away from her, too late for the motion to go unnoticed. “Is something wrong, Mr. Right?”

“Not at all,” he replied swiftly. She wondered if his cheeks would ever go back to their original color. “I was just… ah… admiring how much control you have over the crew.”

She tilted her head to one side, trying to get a look at his face. “But?”

“What but?” His eyes darted to her for a split second. “There’s no but.”

Coco smiled. Sitting down, she set a hoof to his shoulder; the contact made him flinch. “Mr. Right, this is the third night of the play. You did just fine in the last two shows. Why do you think things will be any different now?”

He glanced at her hoof. Shifting from side to side, he licked his lips. He still couldn’t meet her gaze. “I don’t think… I mean, th-that’s not what’s…” He groaned and set a fetlock over his muzzle. “I must look like a foal to you.”

“Nonsense.” She moved in front of him and began fixing his sash. “You’re a bright, skilled and dashing actor with a bit of stage fright. Honestly, you’re better than I was at my first show.” She took note of his ever burning cheeks as she smoothed the last crease from his shirt. “Although I don’t think I had as much rouge on my face.”

He blinked and reached up to rub his cheek, then examined at his hoof. Finding nothing, he gave her a quizzical look… then facehooved. “I can’t believe I just did that.”

As Coco giggled, her ears perked to the call for actors. “That’s your cue. Don’t worry, you’ll be just as good tonight as you were yesterday.”

“Right.” He hesitated, eyes shifting and lips working. Whatever he intended to say, however, it never came; he hurried after the others and disappeared from the room.

With a satisfied sigh, Coco turned in a circle to survey the wreckage. It wasn’t nearly as bad as it might have been, but there was still one more intermission to prepare for.

“Sorry, Miss Pommel!” Swift Stitch came galloping up to her, out of breath. “I’m sorry, I tried to get back before the call for the actors, but—”

Coco waved a hoof before the pony with another of her disarming smiles. “It’s okay, Swift. Class Act doesn’t make his next appearance until the fifth scene, there’s more than enough time.”

“Oh, o-of course.” Swift Stitch sagged with relief… only to straighten up an instant later. “I knew that, though. I read the script and know it all like the back of my hoof, honest!”

With a giggle, Coco patted the pony’s shoulder. “Relax, Swift. I wasn’t testing you or anything.”

“Not a test. I knew that.” She nodded firmly, but her legs still wobbled.

Silence lingered between them. Coco, a knowing smile on her lips, leaned forward and tilted her head. “And Mr. Act’s costume change?”

“Oh! Yes, that.” Swift’s laugh was just a little too loud, her eyes darting about the room as if she expected all eyes to be upon her. None were, of course. “Fine Twine told me to tell you that everything’s ‘On time and looking fabulous.’ Direct quote.”

“Perfect!” Coco clapped her hooves, earning a relieved grin from the trainee. “Now, why don’t you help Millinery Mastery get the costumes ready for act three?”

With Swift having something to do, Coco found herself alone for the time being. She walked to the door of the room and turned to take in the sight of her crew. Pride swelled within her as she watched them all doing their absolute best in every regard. To think, these were her ponies. Three years ago, she’d have never imagined being in this position.

“What in Equestria are you still doing here?”

Coco turned to the voice to find a pink crystal pony smirking at her. “Naughty Notions, whatever do you mean?”

The mare rolled her eyes, her smirk not fading in the slightest. “I mean you being here when you should be going to watch the play.”

“Oh, I couldn’t.” Coco turned her watchful gaze back to her crew. “We have to be ready for the third act, after all.”

“Come on now.” Notions bumped her flank against Coco’s with a saucy grin. “You really think we can’t handle ourselves? You’ve earned a break, and some eye candy.”

It took a moment for the pony’s words to register in her ears. Coco turned to her with a small frown. “I don’t know what you’re talking about.”

Notions’ smile faded. She stared at Coco as if she had never seen her before, then leaned forward and waved her hoof over Coco’s eyes. Coco merely tilted her head.

“You really mean it, don’t you?” Notions sighed and pressed a hoof to her forehead. “Coco, are you really that dense?”

Coco sat back and stared at the ceiling, lost for a moment in thought. At last she shrugged. “I guess so?”

Her second-in-command shook her by the shoulders hard enough to make her head flop. “How can you be so blind? Didn’t you see how nervous he was?”

“H-how n-nerv-vous who-o w-w-was-s-s?”

Much to Coco’s relief, Notions let her go and stepped back. She waited for Coco’s eyes to stop swirling before speaking up, her words much softer now. “It’s really hard to believe that Coco Pommel, one of the most sought after costume designers in Manehattan, is still such a naïve little filly. I’m talking about Play Right, you silly mare.”

Coco stared at the crystal pony, her lips slightly parted in a stupefied expression. “What about him?”

Notions bowed and shook her head. “Coco, I asked you to work on his costume for a reason. Do you really think all that blushing and fidgeting had anything to do with his coming performance?”

“Umm…” Coco cocked her head yet again. “Yes?”

One facehoof later, Notions was shoving her towards the door. “You’re going to go out there and watch the performance, and then you are going to go up to Mr. Right and tell him how good he was. You are going to lay it on thick, and if he doesn’t ask you out then you are going to ask him.”

“I’m going to what?” Coco’s legs locked, but that didn’t deter Notions from forcing her the rest of the way out the door. “W-wait a minute, Notions, you can’t be serious!”

“Like a changeling invasion.”

She spun around, putting her hoof through the door before it could be closed on her. “B-but why would I… I’ve never… Naughty, you’ve got it all wrong!”

The crystal pony grinned through the opening and pressed her hoof to Coco’s. “Bet you a free dinner at Liberty’s I don’t.” Then, with a light push, she freed the door’s path and closed it.

Coco gaped at the wood, cheeks blooming. “You… b-but I don’t know how to…” She reached up, worked the door handle. It didn’t budge. “Naughty! You… you…” She struggled to come up with the worst, most crippling insult she could possibly devise for an act this low. “You meanie!”

The anger disappeared as she realized exactly what she said. Goddess, was that really the best she could do? The heat returning to her cheeks, she hurried down the hall with the hope nopony saw that silly display.

Her hooves took her backstage, which may well have been the last place she wanted to be. Her ears perked to the voices of the actors going through the motions, and she looked up to see prop workers awaiting their cues. Ladders, ropes and set pieces littered the area, and above she could just make out ponies on the catwalks working the lights. Play Right was nowhere to be seen.

Coco didn’t know whether to be thrilled or disappointed. After all, she needed to talk to him and make sure he knew what Notions was scheming, lest the rumors catch him first. Then again – and this left Coco’s legs weak – what if that crazy crystal pony was right? She had no idea what she would say to him! She’d had a suitor or two before, but they’d always been direct in their intentions. Play Right…

She had no idea. Of anything; whether he liked her, whether she liked him, both were toss ups. She’d only known the stallion for a few short days. Relationships didn’t start that fast! Did they?

Sucking down her anxiety as best she could, Coco stumbled her way stage right, mumbling apologies to the actors and crew as she went. She had no idea where they were with the play, and she shouldn’t be here in the first place, but what else was she supposed to do? Sit outside the Artisan Room until Notions was finally forced to open it for the second intermission? She’d look like such a foal.

And if Play Right was interested…

With a sigh, she stepped into the light and turned to watch the play from the sidelines, making sure to stand in a place out of the way of the others. No matter how much she might want to run into some costume closet and hide for the rest of her days, Coco knew she couldn’t ignore this. Rarity had taught her not to avoid her problems, and she wasn’t about to start now.

Nodding to herself, she settled down to watch the play. It wasn’t anything special in terms of plot – typical revenge story where a young prince is betrayed by some old friend and has to save the day and the mare. What made this play special was that it had an all-star cast; big budget, big investors and big names equated to big crowds. It was easily the highest budget Coco had ever been allowed to play with.

Ah, and there was Play Right. That a rookie actor like him had landed as important a role as one of the prince’s confidants was impressive. At the moment he stood upstage left, listening as the prince had a conversation with a supposed beggar, actually a wise mare. Before long Play Right would step in and criticize her advice. Coco knew the lines by heart, and quietly whispered some of them to herself in tandem with the actors.

Play Right’s eyes drifted to land on her. His face instantly grew more red than a ripe apple. The sight had Coco locking her legs, alarm filling her; not three seconds ago he’d been steady as a rock, but now he wavered like an autumn leaf in a windstorm!

It proved an eye-opening moment, for she realized that Notions had been dead on in her accusations. Coco felt so stupid for having not noticed. How was she supposed to deal with this? What if he really did ask her out after the play? Or if not… how would she be able to work with him from now on? The show was going to be running for six months, and she’d be maintaining his costumes…

Oh. Oh. She pictured herself peering at him, studying him up close. Tweaking his outfit and touching his body as she did, blissfully unaware of exactly why his cheeks wouldn’t cool down.

Much like now.

Abruptly, Coco realized an entirely new problem: the poor stallion was so nervous with her watching that he could mess up his lines! The play might be ruined, and it would be her fault. She couldn’t just step away, that might make things worse! What if her walking off left him disappointed and he couldn’t say his lines right anyway? What to do, what to do?!

His first line was coming! She scoured her brain for something, anything that might help him…

She acted on the first thing that came to mind; she offered as encouraging a smile as she could and waved. Such a simple thing, but it got a reaction; Play Right stopped fidgeting and stared at her as if in a daze. Then, slowly, he returned her smile.

And missed his line. Coco waved frantically at the stage, and he came out of his cute little stupor an instant later. He stepped forward a little too quickly, but to his credit was able to reign in his speed before reaching his proper placement. He glanced at her, offering one more tiny smile, turned to the crowd, opened his mouth…

Nothing.

Coco stared. Some of the ponies on the stage cast glances at him, but everypony could see his lips moving. Coco rubbed her ears before tilting them forward, but not a sound emerged from Play Right. After a moment he paused, feeling at his throat and appearing as startled as everypony else.

It was then that Coco noticed it; the silence. It fell upon them like a blanket, damping out everything that might make a sound and leaving behind an eerie, fathomless vacuum. She looked to see the backstage crew paused in their work, all looking as startled as she felt. Noting how her hooves made no click or clop on the floorboards, she stepped forward and looked to find the ponies in the crowd trying to speak amongst themselves and clearly failing.

Her eyes met Play Right’s. She mouthed “What happened?” He responded by raising his forehooves in a shrug, a lost expression on his face.

Then the entire theatre rocked as some kind of white energy rose from the floor. It rolled over every surface and pony, a mass-less force that left a tingling sensation going up Coco’s spine. It flew upwards like a wave and disappeared through the ceiling within a couple of seconds. Coco’s eyes followed it, and when she looked down she found the world… different.

Everything was pale. It struck her as though the theater had been covered in fog, except there were no clouds, just a white haze that encompassed everything. Even the ponies had gained a sickly tint to their features, though none of them appeared to have been harmed as a result. Coco looked down and saw that her own cream coat had lightened so much she might as well consider herself white.

She rubbed at her leg, half expecting a powder or paint to come off. There was no change at all. Her coat hadn’t even lost its texture, feeling the same now as it always had.

An sound between a thump and a wingbeat hit her ears, and suddenly the world was alive again! Ponies were shouting and running about and trying to make sense of their new white world, but everypony went quiet when they realized that they could hear again. This lasted for only a heartbeat before the cacophony resumed just as loud as before.

“Coco! Are you alright?”

She looked up to find Play Right standing before her, worry plain on his face. His regular teal color had become several shades lighter and his yellow mane had a sickly tint. Even his eyes, once a bright green, seemed to have dimmed. His costume hadn’t fared any better. If she hadn’t known otherwise, she might have thought him a ghost.

“I’m alright,” she said, turning a circle in place as she tried to examine herself. “But this is… odd. How did we end up like this? Did some spell go off?”

“Maybe it’s some kind of prank?” he offered, though by his tone he found that questionable.

“I don’t know, but something tells me the show’s canceled for the night.”

They turned to stare at both the audience and the actors, all of whom were milling about and arguing amongst themselves. More than a few of the crowd were heading for the exits. Play Right wilted, his chin nearly touching the ground. “Yeah, I think you’re right.”

Coco examined the area, wondering if there was anything she might do to help. It didn’t take long for the theatre manager to take control of the situation, though. “I guess I’d better head back and let my ponies know what’s happened,” she grumbled, turning to go backstage.

“I’ll go with you.” Play Right trotted alongside her, averting his eyes when she gave him a questioning look. “J-just to make myself seem useful.”

She couldn’t help but smile. “Thank you, Mr. Right.”

The area backstage had the same whitewashed effect to it, appearing strangely bright compared to how it normally did. A few ponies stopped them to ask questions, but most just fumed over the ongoing situation.

Play Right turned his head to listen to one mare who was almost screaming at her two assistants. “Whoever had the gall to pull this off is going to have a lot of angry ponies on his tail.”

Coco pursed her lips, ears folded back against the shouting. “He’ll have it coming. The nerve of some ponies, to interrupt a play like this. I’ve never heard of such a thing.”

He pulled the door to the hall open for her. “I just hope they catch the guy.”

It suddenly dawned upon Coco that she was going back to the Artisan Room with the very pony she’d been kicked out to meet. Head drooping a little and face burning, Coco wondered if Notions would let them off under the circumstances. She could already see them banging on a locked door together.

Suddenly, Coco didn’t have any interest in going to the Artisan Room. Notions would take one look at them coming in together and… There had to be some way to get out of this embarrassment!

Her train of thought derailed when something tugged on her tail. She looked back to see Play Right staring past her. “What’s wrong? Is there—”

Then her head turned forward. She blinked, rubbed her eyes, looked again. The hallway… wasn’t the hallway. Or rather, it was a hallway, but not the right hallway. It stretched on for several hundred paces before stopping at a dead end, and had numerous doorways… none of which was true for where they were supposed to be.

She looked back to Play Right. “Did we go through the wrong door?”

“I guess?” He turned around and poked his head through the door. After a few seconds he looked to her with an expression as confused as she felt. “Nope, right door. I think.”

She stepped out and observed the backstage area. Sure enough, they were right where they were meant to be. Once more, she turned to examine the hallway. “Is this part of the spell?”

“Seems like a lot of powerful magic for a prank,” he muttered, following her in. “Now how do we get to the Artisan Room?”

Coco was more concerned about the possibility of getting lost. Chewing her lip, her eyes examined each of the doors. At last she moved for the closest one on the left.

“Hey, where are you going?”

“The Artisan Room should be right around here,” she replied, pausing before the door. She knocked, then sat to wait. Not a sound could be heard from behind the wood. Coco hesitated, then slowly reached for the handle. The door opened easily, and she nudged her way in.

It was a bedroom. Or, judging by the floor plan and the impeccable cleanliness, a hotel room. She stepped in and looked around at the pale furnishings. The white haze had covered everything here, too.

“What the hay?” Play Right followed her into the room, his eyes wide as he took in the sight. “Does this make any sense to you?”

Coco could only shake her head. The constant paleness was starting to unnerve her; she felt almost as though she were traversing a ghostly limbo. Slowly, she backed out of the room. “I think we should head back to the stage.” She turned for the door… and stared.

“Are you sure? Don’t you think we should—” He caught her gaze and looked back towards the stage… except the door to it was gone.

In its place was a tall wall of riveted iron plates. He stepped forward and felt at the metal with a lone hoof, eyes as big as saucers. “This can’t be just a prank.”

Coco went to stand by his side. Together they studied the new wall, seeped in their own thoughts. She examined the edges of the plates, looking for any clue about where they came from. She found none. At last, she turned to stare at the hallway.

“I… I guess we have no choice but to keep going,” she said.

“Yeah.”

The two stood side by side for a few seconds. Coco glanced at Play Right, half hoping that he would take the first step. The way that strange pallor touched everything, even the very air, made her feel dirty. She shivered and shifted a little closer to her companion. They shared a long look, and Coco could see the question in his eyes. They nodded in unison and, together, took the first step.

Their hooves clopped quietly on the floorboards yet, as the only sound available, they resounded in Coco’s ears. Seeking to hear anything else, she spoke, “I didn’t know magic like this was even possible.”

Somehow, Play Right managed to chuckle. “Clearly you’ve never been on the receiving end of a god of chaos.”

She jerked to a stop. “Y-you don’t think Discord is doing this, do you?”

He considered this before shaking his head. “Seems a little boring for him, don’t you think?”

Coco’s heart rate slowed to normal levels as she accepted that reply. “I wouldn’t know, I’ve never encountered his magic, but from what Rarity told me of him… yes, this does seem quiet.”

The actor paused mid-step, his ears perking. “Or maybe not. Listen.”

She did, turning her head and pointing one ear forward. A muffled banging could be heard somewhere ahead, along with what could only be shouts. The two immediately broke into a fast trot, Coco listening to the doors on the left while her companion checked the opposite side. The volume grew louder as they passed door after door.

“Let me out of here! If you know what’s good for you, you’ll fix this right now!”

“I know that voice,” Coco remarked as they stopped at a door just like all the others. The wood vibrated from repeated kicks, but held firm. She tried listening a little more closely—

“This isn’t funny anymore! I’m going to sue, do you hear me? Open the buck up! Let me out!”

“Oh yes,” Coco sighed, “I know that voice.” For the tiniest instance, she considered leaving the door closed.

Play Right, however, was already gripping the handle. He pulled just as another bang reverberated through the wood, resulting in the door flying open and a pony falling on top of him. Coco avoided the tangle with a simple sidestep.

Amidst her companion’s teal and yellow colors came a mess of pink coat and purple mane. Coco glowered at the rump raised high in the air before her, decorated with a cutie mark of three buttons. “Hello, Suri.”

Suri Polomare extracted her head from under Play Right’s leg, eyes wide. “Coco! What‘s the big…” Her head turned a slow arc, taking in her new surroundings. “…idea?”

“I was going to ask you the same question. How’d you wind up in…” She glanced through the door and blinked. “A broom closet?”

“I have no idea!” Suri managed to free herself from Play Right, helping him to stand. “I was heading for the auditorium's exit, and when I went through the doors I ended up in there. And now…” She turned a small circle. “Where am I?”

“We have no idea,” Play Right said, brushing himself off. “We’re lost, ourselves.”

Coco turned back to her former boss with eyebrows high and a frown adorning her face. “So you were watching the play?”

Suri winced and looked away with a blush. “Of course not. I was, um, just checking out the competition, m’kay?”

“Why does that not surprise me?” Coco considered accusing Suri of being responsible for this mess, but quickly dismissed the idea; Suri was many things, but a mage wasn’t one of them. “So… would you like to walk with us? We’re trying to get our bearings.”

Adjusting her scarf, Suri hesitated at the offer. Her lips pursed and she glared at Coco, but then her expression softened and she shook her head forcefully. After a few more seconds of hard thought, she finally nodded. “I suppose. B-but only because I want to keep an eye on you.”

Rolling her eyes, Coco nodded her acceptance. After taking a moment to introduce Suri and Play Right – and taking great strides to not paint Suri in entirely negative terms while doing so – she turned to lead the way. They continued through the hall, checking the doors that seemed to all be locked.

Frustration ate at Coco’s mind as she listened to the hoofsteps behind her. Why had Suri come to this play? ‘Checking out the competition’ did seem like something she would do. As much as Coco hated thinking the worst of ponies, she couldn’t stop herself from suspecting there was more to the pony’s attendance than that.

No. She didn’t trust Suri, but she wouldn’t make accusations or jump to conclusions. What would Rarity think? If anything, she should try to reconnect with Suri, catch up, maybe make amends. But to do that with Suri…

She’d always suspected that pony was watching her work. For three years, she’d been anticipating some act of revenge. To see Suri here at a time like this left little room for trust.

Suri’s voice broke the stillness. “So, um… Coco? Your designs. I wanted to—”

Coco’s head whipped around to level a glare at the pony. Suri stepped back, her body lowering a fraction. Neither of them said anything, and at last Coco resumed her walk.

Play Right had the good sense to keep his mouth shut.

A few more moments of silence, a few more doors checked. As they neared the end of the hallway, one door finally opened to them. Play Right entered first. “Hey, isn’t this where they store all the old costumes from past plays?”

Coco entered after him to find herself surrounded by rows upon rows of costumes ranging from simple shirts to elegant dresses. She noticed a set near the end of the row they were on and went to examine the outfits. As she suspected, they were her designs for a play last year, except pallid and bland.

Suri entered last, her head still low over the floor, but it came up quickly as she took in the large room. “This can’t be right. This room’s supposed to be two floors below the theatre.”

“And we didn’t go down any stairs,” Play Right added, walking amongst the costumes with a perplexed expression.

Burying her head in the fabric of a dress, Coco groaned. Why didn’t any of this make sense? “Why would anypony want to do something—”

The words stopped. Her mouth kept moving, but the words no longer reached her ears. Coco’s nostrils were abruptly assaulted by the smell of mildew and rot, and she jerked her head out of the dress with an unheard gag. She opened her eyes to determine the source and gaped as the dress in her hooves shriveled and deteriorated as if it were aging decades in the span of a few seconds.

Dropping the cloth, she stepped back and looked around. Alarm filled her as all the costumes mimicked the change. Bits of black, rotting cloth fell to the floor, seams snapped, the paint on buttons peeled. Every dress, every suit, every complicated creature piece fell to pieces before her eyes.

She turned to Suri, who appeared to be shouting at her. Steadily, the pale colors of the world faded into a dark gloom, and Suri’s once bright coat took on an unpleasant hue.

That was when Coco felt it; another wave of energy, but this not at all like the first. Unseen, this one knocked the air from her lungs and left her feeling weak. Something had a grip on her heart, from which it directly sucked away her energy. She saw Suri clutched at her chest and Play Right drop to his knees with a dazed expression.

And still the world grew darker, as if light itself were being drained from the room. Coco dropped to her haunches at the same time her stomach sank. Fearing she might vomit, she leaned forward and forced herself to breath slowly through her mouth. In doing so, she saw how the floorboards lost their veneer and began to rot like the costumes all around, filling her nostrils once again with the stench of mildew and decay.

She felt something on her mind, a ‘pressure’ as if her head had been set in a vice. It brought no pain, but she did grow dizzy. Worry filled her as a powerful sense of wrongness filled her mind, like something were staring into her very soul. Her skull felt as though it had been cracked open and a big, black dollop of vile was being been dropped inside, curling around the crevices of her brain and digging in with tiny, black hooks. Her lips opened to what might have been scream, only for her stomach to lurch and force her to refocus on not throwing up her lunch.

Creeping. Crawling. Chittering. Something moved through her like a swarm of insects!

Then, just as suddenly as it had come, the sensation vanished; no more pressure, no more hooks, no more skittering. She collapsed on her side and sobbed, realizing through her abrupt misery that she could hear again. The tears ceased quickly, but the questions flew through her mind at a mile a minute.

“I-is everypony alright?” Play Right’s voice was barely audible.

“What… the buck… was that?” Suri had tried to emphasize the last word, but didn’t seem to have the energy for even that.

Coco gradually righted herself, but had to pause as her stomach did another lurch. Taking slow, measured breaths, she looked up to see Suri lying stunned on her side, eyes wide and chest heaving. A slow survey found Play Right carefully standing on wobbly legs. He took a cautious step towards her, then his face turned green and he sat with a thump.

Gradually, moving in small motions to not upset her own insides, Coco pushed herself into a sitting position. “I really hope th-that doesn’t happen again.” She looked up to find that the rot and deterioration of the room remained. “What in Celestia’s name?”

Everypony kept quiet, each waiting to recover from the nausea and weakness. Coco found her legs growing stronger by the second. Her stomach, it seemed, was less durable. Just as Coco was at last able to stand without risk of making a mess, all three ponies jumped to the sound of a shriek.

“I’m getting tired of these surprises!” Suri cried over the noise.

Coco covered her ears and tried to identify the source. Her eyes settled on a decrepit looking door on the far side of the room. Play Right was already halfway there, moving at full gallop.

“Where are you going?” Suri shouted when Coco followed after him.

“To help, where do you think?” Coco winced as the screams shook the door. There was more than one pony behind it, and amidst the sounds she could also make out pleading. It grated at her ears and encouraged her to run faster, even as she questioned what she could possibly do to help.

Play Right smashed through the door, disappearing within. The shrieks only grew in volume, but Coco didn’t slow down. She flew through the door—

—and found herself in the private dressing room of Class Act. Or rather, what once was his dressing room; just like in the storage room, the walls and floor were rotting and moldy. The furniture had been shattered and lay strewn about the room without rhyme or reason.

And there, standing in the middle of the room, was a monster the likes of which Coco had never imagined in her most fevered nightmares. It stood on three legs, twice her height and probably five times her weight, appearing to be almost entirely muscle. The thing was covered in straps, belts and chains that held tight pieces of threadbare, black cloth. It had no head to speak of; only a massive, vertical mouth surrounded by folds of loose skin between the shoulders.

The source of the shrieking became apparent: Coco’s makeup specialist, a unicorn named Fine Twine, had her left hind leg completely within the thing’s mouth. She dangled upside down, forelegs flailing as she screeched. Blood ran down her body as the monstrosity suckled upon her with sounds that seemed almost vulgar.

Coco’s mind froze. She hardly registered Play Right standing stock still at her side, gawking in much the same fashion.

Suri’s words came in a shout. “What in the depths of Tartarus is that?!”

As if the cry were a trigger, Play Right jerked into motion, hurrying to grab Fine Twine’s forelegs. She clutched at him, tears streaming down her cheeks as she shrieked, “It hurts, it hurts!” The blood running down her body dripped off her muzzle as she screamed.

Coco’s horror kept her rooted to the spot. She tried to focus, to think clearly, but the screams pierced her eardrums and the blood consumed her attention. Her chest ached, her heart hammered, her legs shook.

Suri darted past her. “Don’t just stand there, help us!”

But Coco could do nothing. She took a step back, slowly shaking her head as the creature engaged in a disgusting tug of war with the two ponies over Fine Twine’s leg. The force of its pulls only led to the poor mare’s cries growing in volume.

Coco stepped in something. It almost didn’t register. Slowly, she looked down.

She’d stepped in a pool of blood. Her eyes traced it to its origin; in the corner lay a crumbled heap of what had once been a pegasus. The poor soul had no forelegs… or a head. The cutie mark of a wide-brimmed, feathered hat identified her as “Smooth Trim.”

Tears welled in Coco’s eyes. Her hind legs collapsed. Though she had no breath, she wanted to scream. Maybe she did. It was hard to tell.

There came a rip and the sound of something popping, even as Fine Twine’s screech indicated a new level of agony. Coco’s head jerked back to the scene just in time to see Play Right and Suri collapse to their backs with Fine Twine falling on top of them. Her leg was still in the monster’s mouth, ending in exposed muscle tissue, torn skin and a bone pulled directly from her hip socket. The object was sucked inside the lips an instant later. The pink mouth disappeared within the folds of skin, making nasty smacking noises as it did.

Suri and Play Right picked up the fallen unicorn and dragged her to the door, a trail of blood in their wake. Coco watched them approach in a daze, her eyes set upon Fine Twine’s sobbing, blood-and-tear streaked face.

The monster made a series of grunting and moaning sounds, its body shifting side to side. Then it reared up on its one back leg with a call somewhere between a groan and a mare’s scream, kicking its two forelegs wildly.

Coco’s slack face turned red as something long bobbed beneath the creature. Her presumption faded to a new horror as she realized it was a long, thick spike, which bent upwards at an angle about a third of the way from the tip. The ugly, rusted thing wobbled and waved at her, filling Coco with revulsion.

Then the monster hit the ground, shaking the floorboards beneath her. It was enough to remind her that she did indeed have legs, and they needed to be used right now.

Her friends were already almost to the door when she at last turned and scrambled for it. She could hear the beast’s hooves slamming the floor as it charged. The image of that hideous spike jamming through her back was enough to let her cover the distance quickly. She came alongside the others and fretted over their ponderous speed.

Play Right looked back. His face paled. “Take her.”

Coco balked as he let go of Fine Twine and rushed back to the door. “What are you doing?!”

The creature looked too big to get through the doorway. Even so, Coco watched with heart pounding as Play Right reached in to slam the door closed. He turned back to them, saw none of the mares moving. “What are you doing? Get out of—”

The door erupted in a shower of splinters, the frame failing with the snap of old wood. Coco and Suri screamed in unison, but not so loud as Play Right when the pike beneath the monster slammed into his hindquarters. The monster landed atop the pony and immediately began to thrust its hips, skewering the flailing pony even further.

For the second time, Coco was frozen. She stared, slack jawed, as the stallion flopped and squirmed under the creature’s sickening motions. Blood oozed from his mouth, which was opened in what should have been a scream. Beneath the beast’s grunting, huffing and moaning, Coco could only hear a feeble wheeze from Play Right.

Something struck Coco’s face. The sting snapped her into focus and she became aware of Suri shaking her by the shoulders.

“—of it! He’s gone! Help me!”

Coco shook her head slowly, then turned to find Suri lifting Fine Twine up by a foreleg over her shoulder. Though tears streamed down her cheeks and her mind was blank with fear, Coco forced her legs to move and took the mare's other side. The three fled the hideous sounds behind them, soon exiting the store room and returning to the long hallway. Suri went through the trouble of kicking the door closed, and the beast’s guttural, vulgar noises were stifled.

They stumbled through the hall, Fine Twine unable to do anything save hold on and weep. Coco’s mind slowly began to register what had just happened. When she looked behind them, she saw that her friend was still trailing blood. “We… We have to…” Her lips fumbled for the words. “The blood. S-Suri, the blood.”

“Yes, yes, I know.” Suri’s lips were pulled back, revealing gritted teeth. She had drops of blood across her face, which mixed with her tears. “Not here. Not yet. That thing might f-follow.”

Coco’s throat felt so dry. She swallowed, but the act didn’t help at all. She leaned her head down and whispered into Fine Twine’s ear. “It’s okay. We’ll stop the bleeding. Y-you’re going to be alright, Fine. I promise, you’ll be okay.”

Fine Twine said nothing, but she still managed to nod. Coco tried to take some relief in that.

They tried door after door. Coco focused on the work and encouraging her friend. She didn’t dare think about what they just saw, or how they’d just left Play Right to his fate. The terrible image of that creature on top of him was burned in her retina and made all the more clear whenever she closed her eyes.

But they had saved Fine Twine. They had to get her to safety, had to escape this horrible, hideous place. Play Right’s death would not be in vain.

At last, one of the doors opened.

The three mares were instantly bombarded by fresh screams.

It was the rotting remains of the Artisan Room, shrouded in gloom. Coco’s heart hit her throat at the sight of the bodies strewn about, all with hideous burns and half-melted body parts. A stallion bolted past them, screaming as he fled into the hallway.

Another monster stood in the center of the room, but this one was wholly different. It walked on four squat legs, its lower body like a round platform, atop which was a massive brown… bubble. There could be no other term for it; a wide, semi-transparent bubble containing some kind of sloshing fluid. At the top of this was the head and shoulders of something resembling a pony, but with the forelegs wrapped around the eyes in a sickening fusion of skin and muscle. The thing let out a wail, gnashing its flat teeth as it closed in on a pony trembling in the corner.

“Swift Stitch!” Coco forgot all about Fine Twine as she jumped into the room. “What are you doing? Run!”

“Coco, you can’t just—look out!”

Suri’s warning came just before something long and wet flew at Coco from the ground. She ducked as the black tentacle whipped over her head. A quick glance revealed that the thing was made of coiled hair; it was the monster’s mane.

The creature turned towards her, its teeth showing in a hideous, lipless grin. She took a step back, not knowing anything better to do.

“Oh, for buck’s sake!” Suri pushed her aside, the detached leg of a grimy ponequin in her hoof. “If you’re not going to fight back, hide somewhere!” She swung the leg up, knocking away the tentacle as it came for them again.

Coco watched as her old boss stood between her and the… thing. Just like before, her mind was struggling to catch up. Her words came out between sharp breaths, “W-what… do I… do?”

Movement caught her eye, and she turned to see Fine Twine, even with only three legs, shuffling along the wall towards Swift Stitch. Though her eyes were alight with fear, she still had another ponyquin leg floating before her. Her own hind leg continued to bleed profusely.

Seeing her friend trying to help, even with that hideous wound, kicked Coco into action. She dove behind an overturned desk and, with a few kicks to the ancient metal, managed to free one of the legs. A scream hit her ears, and she jumped from cover to see that the creature’s long, black appendage had wrapped itself around the flailing Swift Stitch.

The pony squealed as it raised her almost to the ceiling. “Coco! Please, don’t let it eat me!”

“Hey!” Suri approached with a stomp, waving her ponequin leg wildly. “Let her go, you ugly son of a—”

The fluid in the creature’s body made a gurgling sound, its head whipped back, and then it spat a large gob of ugly yellow material. Suri shouted and swatted at the stuff, knocking it away.

The ponequin leg quickly dissolved into a hissing, bubbly goop.

Suri dropped the leg with a startled cry. Coco, hearing the nasty sounds again, jumped in and jerked the pony back just as another glob flew across the room to splat against the wall. The two dived behind the overturned desk as a third wad of the acidic spit hit it. They watched as the metal melted before their very eyes.

Swift Stitch’s shrieks echoed in their heads. “No! Don’t! Help me, somepony, anypony!”

They looked up in time to see the poor mare shoved head-first into the creature’s gaping mouth. Her hind legs bucked wildly as a slimy tongue reached out to wrap around them. Her muffled screams grew desperate.

In the midst of her horror, Coco saw Fine Twine charge at the thing, screaming and banging at the bubble with all her makeshift weapon. The membrane rocked, it wobbled, it ripped.

Coco and Suri shared a wide-eyed glance, then took in the half-melted desk before them. Suri jumped out of cover. “No, don’t—”

The bubble ruptured with an ear-splitting rrrip. It’s contents splashed out, all over the attacking pony.

Fine Twine’s shriek ended in gurgling. Coco took two steps, only to be pulled back by Suri. They watched in mute terror as the squirming creature collapsed in a mess of acid and flesh, Swift Stitch still half-buried in its mouth. She kicked and emitted muffled wails upon landing in the vile stuff. Already, large patches of her hide were melting off, joining and merging with the sickly green ichor. Even the monster, its outsides not immune to its insides, thrashed in visible agony.

Coco’s legs shook, her chest heaved. She saw Fine Twine’s misshapen head turn to her, melted eyes unseeing, mouth hanging open in a piercing shriek. Her movements were sluggish, her legs mere mush. Coco heard somepony vomit. The world began to spin.

Somepony dragged her. She squirmed against the hold, panic and adrenaline combining as she screamed. Her head was so busy trying to make sense of what she’d just seen that she hardly registered her own actions. Her body grew hot. Acid. She was burning! Words slipped through her lips. She recognized just enough to realize she was begging to be woken up.

The world started to go dark.

Whack

And just like that, everything came into focus. Slowly, she reached up to touch her aching cheek. Her head turned slowly, revealing Suri nursing her own hoof. They were no longer in the Artisan Room, but somewhere else entirely; a small boiler room Coco didn’t recognize.

“I’m sorry,” Suri whispered through her gasps. “You were losing it. I… I had to snap you out of it somehow.”

Coco’s stare was blank. Then she shot to her hooves. “W-what was that? What happened? Why is this happening?!”

Suri grabbed her by the cheeks and pulled her back to the floor, shushing her. “Please, Coco, that beast is still out there!”

“Why is this happening, Suri?” Coco sobbed and wrapped her hooves around the pony, burying her head in Suri’s shoulder. “My friends, m-my crew, they’re… Celestia help us!”

“I know, I know.” Suri held her close, shaking in Coco’s embrace. “I’m sorry, Coco. I’m so sorry we c-couldn’t help them. B-but that one’s dead. It won’t hurt anypony anymore.”

They remained that way for some time, crying into each others’ shoulders and trying not to think about what they just saw. Coco couldn’t even say what it was, only that the memory kept her very close to vomiting. In time, she did, shoving herself from Suri and turning away just in time.

She kept low, knees wobbling and stomach recovering. She felt Suri rubbing her back. “It’s alright. You’ll be alright soon, m’kay?”

Coco knew they were hollow words. After what she’d just witnessed, nothing would ever be alright again. Even so, she held onto them, knowing they might be the only comfort she’d ever get. At last she felt strong enough to sit up properly. She turned to Suri and rubbed her eyes, though the tears still came.

Suri’s lips, stained in blood and flecks of vomit, twitched into a shaky smile. “Feeling better?”

No, not at all, but Coco nodded for her anyway.

Suri nodded back. “Good. We have to get out of here. Do you think you can move?”

“I c-can.” With a long intake of breath, Coco stood. Her legs didn’t shake quite so much this time. She took a look at their surroundings, pointedly avoiding looking at the mess she’d made on the floor. They were most certainly in a boiler room, the large, rusting appliance taking up an entire wall and belching little drafts of steam. Heat radiated from the thing.

Which explained why she’d felt so hot during her little episode. Feeling more than a little sheepish, she turned to apologize to Suri… and gasped. The pony still had blood speckled across her face, small bits of vomit on her chest, and acid burns in spots across her body. “Are you okay?”

Suri blinked, then looked down. With a grimace, she removed her scarf and tried rubbing away some of the mess. It worked a little, but her scarf was beyond salvation. With a sigh, she tossed it away. “Can we just go?”

Coco nodded and examined their surroundings once more. Just like every other room in this strange otherworld, the walls were falling apart from rot. The lead and iron pipes were caked with rust and the boiler rattled incessantly. There was a short stairwell on one side of the room leading to a simple metal door, but a second door was closer. With nothing to go by, Coco started for it.

“Not that one.” Suri pulled her back. “We just came through there. I don’t think either of us want to go back.”

Coco closed her eyes and shuddered at the memory of her friends being little more than a sloppy mess on the floor. The image almost made her throw up again. How much stuff did she have in her stomach?

Without a word, they made for the stairs. They were indeed short, only four steps. Neither mare was eager to open the door, so they both pressed their ears to the metal. They heard nothing. After a few seconds of consideration and mental preparation, they pushed it open. Coco’s hooves touched worn, stringy blue carpet. She walked out, jaw loose yet again as she found herself in the theatre’s front lobby.

“The floor plan of this place makes no sense at all,” Suri grumbled at her side.

“This isn’t the floor plan of the theatre,” Coco corrected. “It doesn’t even have a boiler room.”

She took in the sights, trying to understand how much had changed. For indeed, the place was different; the wallpaper was peeling, revealing moldy wood, the ticket counters were covered in dust, and the metal rails of the stairs leading to the balcony seats were bent and warped. Like every other room they’d encountered, it seemed as if the theatre had aged by centuries.

“Coco, let’s go.”

Suri was trotting for the exits. Coco’s eyes lit up at the dark sign that hung at an angle from the wall. “Yes, yes please!” She hurried to catch up, pressing her hooves to the fogged, yellow glass and pushing the door open. “I can’t wait to—”

Chaos. True, terrible, ugly chaos.

Coco and Suri stood atop the steps of the theatre, gaping as ponies fled to and fro in the streets. Monsters beyond description lumbered, rolled, screeched and generally gave chase to the citizens of Manehattan. Screams both near and distant filled the air and bodies littered the roads Coco turned her head just in time to see a driver, still attached to his wrecked carriage, sliced open by a tall, thin monster covered in scissor-like blades. She jerked her head another way to see a pair of screaming ponies being dragged through the pothole-riddled street by what could only be described as a chariot of flesh and bone.

“Get down!”

Suri tackled Coco just in time for them to avoid the grasping, thin fingers of an equine creature held aloft by dozens of fleshy, flapping… somethings and long strings of muscle. It moaned through lips sealed by blue and orange feathers piercing them like sewing needles.

Heart pounding, Coco grabbed the door to the theatre only to get dragged back by Suri. “We are not going back in there! Come on!”

Together they dashed down the steps and along the sidewalk, ignoring most of the creatures and screaming ponies around them. Coco jumped over a bloody mass – presumably once a pony – and didn’t dare look down. She looked back to see the hanging monstrosity giving chase, pulled along by the flapping folds of flesh. Its two forelegs had been tied together by what appeared to be barbed wire, the hooves fused into a single hideous claw of bone and sinew.

Coco tugged on Suri’s mane and they both fell to the ground in time to avoid the attack. She looked up to watch the thing go after some other poor pony and witnessed a sky covered in thick clouds colored a pale, greenish-yellow. “Good Goddess, is the whole of Manehattan like this?!”

Looking up proved her salvation; another monster appeared, this one falling from the overhang of the building it hung from. She jerked back just in time and watched as the teardrop-shaped thing reached for her with long, slender, multi-elbowed arms. By sheer good fortune, she’d stepped beyond its reach; it hit the cracked sidewalk with a sickening crunch and didn’t move.

“This way!” Suri pointed, and the two ran for an alleyway too thin for many of the monstrosities to follow. Once safely hidden behind a dumpster, they paused to collect themselves.

Coco dared to peer out, just in time to see another of those hideous chariots roll by in the street. Screams continued to fill the air. “W-what’s going on?”

“We’re in Tartarus,” Suri whispered. “We must be.”

“But why? What have we done to deserve this?” Coco leaned against the wall and rubbed her face with both hooves. They felt so heavy, and eyes drooped from exhaustion.

They were quiet for a short time. Suri, her head hanging low, finally spoke. “I don’t know about you, but I’m guilty of a lot.” She groaned and covered her face in her forelegs. “Oh, Celestia, please tell me I didn’t drag you down with me.”

The pain in her voice caught Coco’s attention. She took another look around to make sure nothing was coming for them before turning to her companion. “Suri, what do you mean?”

“Isn’t it obvious?” Suri rested the back of her head against the dumpster, tears forming rivers on her face. “W-what if we really are dead? What if this really is Tartarus? Maybe that first spell killed us. Coco… why would you be here unless I’d dragged you down?”

Coco gaped at the pony for some time. “S-Suri… you haven’t done anything worthy of that.”

“Haven’t I?” Suri huffed a frail laugh. “I’m the worst kind of pony. You think how I treated you was the worst of it? You don’t have any idea what I’ve done in the past few years.”

“But surely it wasn’t enough to warrant this!” At her own outburst, Coco slapped a hoof across her muzzle and looked to the street. Nothing approached. In fact, she didn’t see anything at all. The screams had quieted down significantly.

“I don’t know. Maybe it is.” Suri groaned as she climbed to her hooves. “But for whatever reason, we’re here in this… this hell. But you won’t be, not for long.”

Coco tried to push her back down. “We need to rest. We can’t go back out there.”

“No.” Suri refused to go down, her expression scrunching up with her renewed determination. “I’m getting you out of here, Coco.”

As she walked to the edge of the dumpster to look around, Coco stared at the pony. She thought on her excuse for being here, of her words just now. The whole situation seemed… off, and that was without the nightmarish creatures.

“Suri… Why did you come to the theatre today?”

Suri tensed. Her tail swished a few times and she wouldn’t look back. “I told you, I was scoping out the competition.” Her gaze shifted to the street. “It’s gotten awfully quiet out there.”

Studying Suri, Coco stood. “I don’t believe you, Suri.”

Licking her lips and fidgeting, Suri flopped her ear towards the street. “No, really, just listen.”

“No, I mean I don’t think that’s why you came.”

The only reply she got was a single stomp before Suri turned and headed for the street. With a heavy sigh, Coco followed. She tried to think of what to say. After all, Suri had saved her life a few times already. If she were completely honest with herself, she’d admit that she never would have expected the mare to risk her own hide for anypony else’s, especially Coco’s.

They were almost to the street when Coco blurted out, “Where you trying to meet me, Suri?”

“No!” Just at the sidewalk, the mare turned on Coco with a growl. “No, I was absolutely not seeking your forgiveness! I didn’t come here after three years to rediscover my talent, I didn’t spend all that time struggling with no work and I don’t in any way feel guilty!” Fresh tears formed in her eyes as her words grew in volume. “It’s not my fault! I do blame you! So I was a mean-spirited wench, what of it? It’s not like I've been lying awake at night staring at the ceiling and thinking about the day you quit and ruined my career because I’m a talentless sham!”

A shadow formed over her. Coco barely noticed.

“I hate you, Coco! I hate everything about you! You weren’t right, do you hear me? You weren’t, weren’t, weren’t!” She stomped her hooves and snarled, the tears flowing freely now. “You and that high and mighty mare, Rarity! Just because both of you are successful, you think that makes you right? Hah! I don’t want to be your friend, I don’t want your forgiveness, and I don’t want your help!”

She sagged to the ground, sobbing and covering her face. “I don’t. I d-don’t. I can make it, I c-can. I just need one m-more chance…”

Coco gaped at the pony for some time, listening to her quiet weeping. She knew she needed to say something, but—

Cli-click, cli-click, cli-click.

Her breath caught in her throat as the thing came around the corner. It had the long body of a pony, but appeared to be made of hastily-stitched pieces of flesh that stretched taut around its muscles. Instead of pony legs, it had hundreds of short, thin blade-like protrusions, not unlike sewing needles, that clicked across the ground like the legs of a centipede. It possessed two short arms seemingly made of cotton thread wrapped about in thick cords, the fleshy carapace stretching out along the elbows. Thick twine connected the multi-hued flesh covering its body, and held in place a trio of long, scissor-blade fingers on each arm.

But what most caught Coco’s attention was the creature’s head. It rose high over the body on a ghastly, thin neck. Shaped like a pony, its head was covered in a single piece of pink skin that was stretched taut by the threads from the neck. This had the effect of making its eyes permanently wide open, staring down at them with familiar, light brown eyes.

“Suri!”

Suri looked up, saw Coco’s expression and turned around—

—just in time for a couple of those long blades to pierce her throat.

Coco could only watch, the shaking back in her legs, as the creature lifted Suri up by the claws in her throat. The pony hung limply, a quiet hissing and gurgling coming from her mouth as her legs spasmed. Coco barely noticed the fresh rip in the monster’s own neck, blood seeping down to its tortured chest. It offered no sound, other than the faint cli-clicks of its many legs.

Then the thing reared back, exposing its long belly. Nearly a dozen claws burst outwards from a long pocket in its belly. Coco felt blood splash across her face as her former enemy began to be sliced into literal ribbons. More cuts and gaps appeared in the monster’s body as it worked on the still wheezing pony. Its many appendages began sewing the strips onto itself, covering the new wounds as they appeared, adding her pink hide to its already hideously colored menagerie of outer flesh.

Coco felt her legs collapse from under her. She lay on the ground and struggled to breathe, but the air wouldn’t come. Deep in the recesses of her mind, she screamed at herself to flee.

She couldn’t. Her body wouldn’t respond. Another voice, far stronger, far more insistent, told her that running wouldn’t matter.

She was going to die no matter what she did.

Author's Note

This chapter subtly hints at a few things that are going on, but it will be impossible for readers to recognize those things at this point. Many of the monsters (hopefully all) we saw here will be revisited later, most likely in more detail. The monsters designs are part of the major shift from the Silent Hill franchise in terms of their meaning and purpose. They are a reflection of something, but what they are a reflection of will have to be revealed in-story.

Also, I forgot to mention last chapter that this story has a theme song:

Conception – Babs Seed

Slowly, Babs opened her eyes. Things hadn’t changed. Everything in her room possessed the same chalky consistency it had seconds ago. She turned a circle, taking in every wall, every textbook and picture and piece of trash. She ended the turn with her eyes on her homework. The numbers and letters, once neatly arranged into word problems, had become jumbled into nonsense. It was like Discord had taken a bucket of text and splashed it all over her trigonometry.

The change had come suddenly, without warning amidst a dearth of complete silence. Now that sound had returned, however, Babs had a hard time coming to terms with her new room. She half-expected this to be some kind of massive spell gone wrong. Perhaps an accident at the Manehattan Academy? It was a few blocks away, and she had no idea if spells could have that kind of range.

“Umm… sis?” She tilted her head back to peer with one eye at her door. “What’s going on?”

No answer came through the door. Babs opened it to find that the short hallway of her apartment had the same pallid colors. Her ears folded back as she crept through the alien yet familiar place. “Sunflower?”

No sounds arose from her sister’s room. Babs knocked a few times. “Come on, Sunflower. Open up. This is really weird. Sunflower?”

She pressed her ear to the door. At first she thought she heard nothing, but when she held her breathe she caught it; breathing. It was extremely quiet, so faint she almost thought she was imagining it. Yet the more she listened the more sure she was. She stepped back to study the door with a grimace.

“This isn’t funny, Sunflower. Whaddaya think Mom’s gonna think about this? We’ve gotta figure out what’s going on before she gets back.” She knocked on the door a few more times and waited impatiently. “Sunflower!”

Her ears perked to a new sound. She stepped forward, pressed her ear to the door.

Scrrrtch, scrrrtch. Scrrtch, scrrrtch.

With a puzzled frown, Babs dropped to her knees and lowered her head almost to the floor before pressing her ear to the door again. The sound was louder here, a slow, quiet scratching as if something were clawing at the wood just above the floor. The breathing came again, ragged and unsteady.

Babs had known something odd was going on, but this was the first time she understood that something was wrong. “S-Sunflower? Is that you?”

She listened, taking in the faint sounds. Something pushed against the door, but it was not as if somepony were trying to open it. No, it seemed more like a weight had fallen against it. Babs began to get the first inklings of worry as the scratching continued. This time when she pressed her ear to the door, she focused intently. She stopped breathing and thought she could hear attempts at words.

She kept holding her breath. She tried clearing her mind and held perfectly still. She pressed her ear as tightly to the wood as she could…

“…help… h-help me…”

She jumped to her hooves in an instant; the voice had been unmistakable, as had its frail nature. “D-don’t worry, Sunflower! I’ll get you out of there!” She turned from the door, but paused. Did they even have a key to her sister’s room? No wait, that was stupid, her door had one of those tiny hole locks that any screwdriver could open. “I’ll be right back, I promise!”

Even as she hurried for the kitchen, Babs wondered what could have possibly happened to her sister. Did something fall on her? Or maybe she fell on something? There couldn’t have been anypony in the room with her…

Unless they snuck in while the world had gone quiet? But why would anypony cast such an elaborate spell just to get into her sister’s room?

She shook her head frantically, whacking her own forehead a few times. “Screwdriver, Babs. Explanations can wait.” She looked around the kitchen, trying to remember where her mother kept such things. None of them had any use for tools most of the time.

The supply door. Realizing it was her best bet, Babs jerked the door open and stepped in, head whipping around frantically. She could swear she could hear the sound of her sister’s shallow breathing in her ears. “Come on, come on. Just one screwdriver, that’s all I need…”

At last she spotted a few of them on a high shelf. She had to jump to get her teeth around the handle of the smallest one. The others clattered to the floor, sounding inordinately loud in the quiet of the apartment. Prize in mouth, she backed out of the closet and galloped for the hallway, banging into the wall in her haste.

“Umm cmmn, sish,” she spoke around the tool, frantically working to get the flathead into the little hole of the handle. It took her several tries, but at last it slipped inside. She realized she could hear nothing on the other side of the door, but it had to be because of her pulse pounding in her ears. She wiggled the screwdriver around until she heard a faint click, then shoved the door open.

Empty. Her sister was nowhere to be found.

Babs stared at the empty bedroom in all its neatness, her heartbeat gradually slowing to a normal tempo. She looked around, eyebrows raised and mind swimming… then she spat the screwdriver on the floor and made a frustrated sound between a sigh and a growl. “Darn it, I got all worked up over nothin’!”

She paced, fuming and glaring at her hooves. This room was pale as well. Maybe it would go away with time? But her homework was all screwed up and now she’d just made herself look like a foal. She wondered how she was going to explain to her trig teacher about the messed up homework. And she’d had only a couple more problems to go!

A thought occurred to her, and she hurried to her sister’s window. The city of Manehattan was before her, a tall apartment tower taking up the opposite side of the substantial street six stories below. She pressed her face against the glass and looked down to find the pallid colors had taken over everything. How much of the city had been affected by this?

Babs grinned; if a lot of the city had been hit, then her homework wasn’t the only homework affected. Proof existed, so her teacher would have no choice but to re-assign or cut them all a break. And if the rest of her stuff had been similarly scrambled…

She may have just had an entire weeknight freed up. She hurried to her sister’s bookshelf and pulled a random tome out. A wicked pleasure ran through her as she opened to an inner page to find the same jumble of letters. That settled it! She could focus on what she wanted to do, which was…

She groaned and shoved the book back into place. What she wanted to do was read up on manestyles, and she couldn’t do that either. She turned from the bookshelf and spotted the screwdriver lying innocuous on the carpeted floor. She went to retrieve it—

A fresh thought hit her, freezing her with her teeth just grazing the screwdriver; her sister’s door had been locked. She sat up again and looked around, but there was no still sign of her sister. Why had the door been locked? Maybe Sunflower had locked herself out. She’d never done that kind of thing before, but it was a rational explanation… right?

Her eyes went to the door to the room. Apprehensively, she stepped over the screwdriver and closed the door. Her heart hit her throat; there were scratch marks in the wood and all along the bottom of the door, and hoof imprints higher up. They chipped away at the yellow paint, and there were dark stains. She bent down and sniffed, but no scent came to her. Still, the sight gave Babs a sick feeling in her stomach.

Just what had she heard at the door?

She gasped; what if it was still in there with her? Snatching the screwdriver, she hurried outside and slammed the door… then realized she hadn’t locked it. But she didn’t dare go back inside.

“S-sis? You’re here, right?”

She looked back to her room, then to the kitchen. No voice called back, no hoofsteps answered her call. Where could Sunflower have gone? She always told her or their mother when she had to go somewhere. Maybe there had been an emergency.

Babs sucked down a deep breath, staring at the screwdriver in her hooves. “Calm down, Babs. All these weird colors are getting to you. Nothing’s wrong, and there’s nothing in Sunflower’s room. You just have to wait until one of them—”

Though she kept speaking, her words had ceased to reach her ears. Her eyes went wide and her ears perked; total silence had graced her world once again. As a test, she tapped her hind hoof against the wall. She didn’t hear it. The pale colors darkened, eliciting hope that the world was going to go back to normal.

But as she watched, the shift in colors didn’t stop when everything had normalized. No, the world kept getting darker. The wallpaper peeled, strips of it rolling up the wall as the adhesive failed. This revealed wood that began to crack and snap and rot before her eyes. Babs could only gape as the pictures on the wall began to fade, some falling to the floor and cracking with the impact.

Babs tried to cry out, to call for her mother or her sister, but the silence permeated everything. She thought about running. When she turned to her room, she saw it was undergoing the same drastic changes, her bedsheets becoming threadbare and her plywood desk falling apart in seconds, spilling her mane products all over the floor. Heart pounding, throat dry, she retreated backwards into the kitchen. Her eye went to the sink. Rust rapidly took over its surface.

Something akin to a wave of pressure descended upon her, and she fell to her haunches with a silent yelp. Her hooves went to her breast as something seemed to pull at her heart, and she instinctively thrust her chest out to ease the force. It didn’t help. Somehow, Babs just knew something terrible was going to happen, and she closed her eyes in dreaded anticipation.

The pressure stopped. Her body relaxed. She could hear her own breath. She cracked open an eye, then the other.

Her apartment looked as if it were a hundred years old. A darkness permeated the very air, shrouding the dilapidated walls and ancient furniture in shadow. If she hadn’t been living here for years, she’d have sworn she was in the wrong building.

She turned her head to take in the ruins of her home, breath coming in slow gasps. “S-Sunflower… this isn’t funny. Please come out.”

No response. By now, she’d not expected one.

“A… A dream, maybe?” She lifted her hoof to discover she still held the screwdriver. It was clean, untouched by the strange warp in reality. Or whatever all of this was. She held it in a tight grip, as if it alone would save her from whatever had caused these terrible changes.

“Okay.” She stared at the wall, mind blank. “Okay.”

Seconds passed.

“Okay.”

Saying the same thing over and over again gave her no ideas. Sucking down her fear, she stood and made her way down the hall. Her sister’s door had warped into a bowed shape. Her own door hung open by a single hinge. Once inside her room, she tried to take in the sights. Her initial thought had been to lie down, but those moldy sheets didn’t look at all appealing anymore.

Her eyes fell on her trigonometry textbook, which had fallen off the ruined desk along with the brushes, bottles and combs. Its pages were yellow and a few had detached to scatter around the room. She tried picking it up by the spine; more pages fell out, exacerbating the mess. She opened the book and looked to the first page she’d come to… and promptly dropped it.

pathetic uncreative don’t waste our time hate it not your destiny what a stupid foal shame to the apple family worthless hope you die insignificant go cut yourself never succeed run away bad seed cut off that mark smothered in the crib insulting die pathetic back to the farm never loved you must run away no business wretched creature blood on the walls hate you scream lashing stupid cunt abort drown hate babs flee flea bleed out strangle mangle tangle the endless screams god watches burn maim scissors eyes tongue throat shriek avoid the woods run hate pitiful creature cracked ribs slice tasteless weak crack rack rut bleed why do you wait horror monster you sin murder must scream shriek torment terror run to hate hate kill kill black black god god god god empire blackshriekcutdrownhissnowhatehatehategogogo—

Her head whipped up as a scream tore through the air. The words were still flashing across her vision, angry and brutal and harsh. Her legs shook as she stared at the wall of her bedroom. The shriek had come from her neighbor’s apartment.

Another scream filled her ears, this time from somewhere deeper in the building. Maybe upstairs.

“S-Sunflower, if you’re here, p-please speak up.”

When she heard no response, she slowly left the room, slipping the screwdriver between her teeth to keep them from chattering. The floorboards creaked with each step on the frayed, worn out carpet. She left the hall, passed her mother’s room and stood before the entrance. Part of her didn’t want to open that door, but…

She swallowed her fear, tongue pressing against the handle of the screwdriver. Standing tall, she reached up and jerked the door open before any hesitation could slow her down.

The hallway shared the same fate as her apartment, with peeling wallpaper and moldy wooden floors. She looked to her right, but darkness hovered over everything like a thick fog. She could just see the outline of her neighbor’s door. Remembering the scream, she moved to it at a trot, eyes darting about the crumbling surroundings. A mild alarm buzzed at the back of her mind, but she refused to cave so quickly. There would be a rational explanation for this. She just needed to talk to somepony.

Babs wasted no time knocking on the door. She tried speaking around the screwdriver, failed and spat it into her hoof. “Miss Star Bound? It’s Babs Seed, your neighbor?”

She waited a few seconds, ears perked for the response. She banged on the door again, a little louder this time. “Miss Star Bound? I heard a scream. Are you alright?”

Still, there was no response. Babs’ shoulders drooped along with her head. What had she heard?

Her eyes fell upon something at the corner of the door. It was a bright pink with some yellow on it. It looked like candy, the wrapping complete with a set of thin ribbons that fanned out and looked a little like grass... or maybe a spider's legs. She’d never seen anything like it before, and wouldn’t have paid it any more mind if it hadn’t been for the peculiar appearance. She leaned down to get a closer look.

An eye. The center of the candy wrapper looked like a wide, lidless eye staring up at her. It was weird, and Babs suddenly didn’t want anything to do with it. She’d had enough weird for the day.

“Miss Star Bound, can you hear me?” She tried knocking on the door again. “Do you know what’s going on?”

She tried pressing her ear to the door. She thought she could hear something moving on the other side, but it was a faint sound. “Miss Star Bound?”

The ear not pressed to the door perked, then swiveled to the dark hallway. From that direction came a new noise.

Thunk, scrrrrrtch. Thunk, scrrrrrtch.

Babs’ heart hit her throat. She turned to peer into the shadows. “H-hello? Is somepony there?”

Whatever it was, it grew louder. Somepony – or something – approached. Babs stepped forward, screwdriver held up as if it might protect her. The flat head shook far too much for her liking. “T-talk to me. I’m not afraid! I’ll defend myself.” If only she sounded confident.

A shape formed in the dark. It was something low to the ground, but its features were beyond her. By the slow, regular thunk, scrrrrrtch, it had to be dragging itself along the floor. Maybe somepony was hurt? She took another step closer, breath coming in slow gasps.

A glint of light. Something struck the ground just beyond her vision. By now she could make out some of the shape.

Whatever it was, it wasn’t equine.

Babs backed away, bravado forgotten and heart pounding. She turned and banged on the door. “Miss Star Bound! S-stay in your apartment! Whatever you do, don’t—”

A resounding bang shook the door. She hopped back with a yelp. Another hit, and another. Babs' legs shook.

Thunk, scrrrrrtch.

She turned her head with a jerk in time to see a thin, elongated, bony paw thrust from the darkness to slap against the rotting floor, revealing three wicked, needle-like nails. The paw pressed against the wood as the thing dragged itself through the darkness. She looked up in time to see the outline of a head rising in the shadows. A sound somewhere between a growl and a gurgle met her ears.

Bang!

Babs screamed as the door shook against its hinges. She flung herself backwards, panting and whimpering. Within seconds she’d reached her apartment—

She slid to a stop on thin grass and mud. Babs’ fear was forgotten in an instant as she found herself standing in a clearing amongst some trees. Gaping in befuddlement proved the only response she could manage for her new surroundings.

Bang!

Thunk, scrrrrrtch.

With another yelp, she spun around and slammed the door behind her. The sounds ceased.

That done, Babs turned and pressed her rump to the door, staring at the dark trees that surrounded her. Her chest heaved and her eyes darted about wildly. The mud threatened to make her slip and fall, but she didn’t dare take her weight off the metal door.

Metal?

“C-calm down, Babs,” she whispered through trembling lips. “Your ap-partment’s a forest. No big deal. Just some crazy, bucked up nightmare, r-right? Right. So get your head in the g-game.”

It took some time, and a few more self-directed words of encouragement, but at last Babs managed to pry her flank from the door. She turned around to find that she’d come out of some kind of a maintenance room under a short stone bridge. She recognized the bridge immediately, and hurried along a well-remembered side path through the trees. Within seconds, Babs came to the main road and trotted to the top of the bridge.

Central Park. Or at least some dystopian, half-dead, ancient variant of it. She turned a slow circle, taking in the gnarled, leafless trees and familiar pathways. Even the ever-looming darkness couldn’t disguise her location when she knew it so well. Yet what had once been a verdant oasis within the bustling city had become a dead wilderness of bare limbs, brown grass and dusty paths.

“What am I doing here?” She raised her hoof, mildly surprised to find she still held the screwdriver. On instinct, she almost tossed it aside, but paused. This dream was scary, and at least the little tool gave her some feeble means of self-defense. Then again, if this really was a dream, what need did she have of self-defense?

Her ears perked to a fresh sound in the distance. She turned to gaze into the darkness. Despite how her vision seemed to be limited, she could still make out the skyscrapers of Manehattan above the treeline, set against a backdrop of yellow clouds. Turning her head aside, she turned her ear to the horizon and listened intently.

Shrieks. The city was awash in the cries and shouts and screams of hundreds, perhaps even thousands of ponies.

Babs clutched the screwdriver close and whimpered. “W-what the hay did I do to dream up something like this?”

She shivered in place, waiting for the next terrible surprise. Surely there would be one. Wouldn’t be much of a nightmare otherwise. Yet the longer she waited, the more she began to doubt her theory. No monsters came crawling out of the darkness for her, the shadows didn’t move around ominously, there wasn’t even a moon.

But the shrieks in the distance? That never faded. Sometimes she thought she could hear screams that were closer, perhaps within the park itself.

Though relaxation was impossible, she did her best to loosen up. She began to take in her surroundings once more. The bridge was choked with weeds and decorated with cracks in the stonework. The trees reached up like wooden claws to a sky filled with vomit-colored clouds that barely moved. The very air felt heavy, though she didn’t feel at all hampered in movement. Her gaze traced the wall of the bridge, following the crumbling masonry with a sense of loss; the structure had once been a thing of beauty.

Her eyebrows rose; there was another of those candies, sitting just at the edge of the wall. She saw no eye on this one. Maybe they all had different designs? Setting the screwdriver down, she began to reach for the wrapper—

The wrapper turned in place, an eerily familiar blue eye settling on her. The wire holding the wrapper skittered like the legs of an insect to facilitate the turn.

She jerked away, screwdriver back in her hoof and pointed at the thing. She stared wide-eyed at it, waiting for it to do something. It only stared back, lidless and quiet as a mouse.

Walking backwards, Babs kept the wobbling, makeshift weapon aimed at the eye-spider-candy-thing and retreated. It turned in place, ever watching. It made no attempt to follow, but she still refused to take her eye from it until she’d lost sight of it at the bottom of the bridge.

Letting out a breath of air she hadn’t known she’d been holding, she turned from the bridge and followed the path at a brisk trot. “I n-never thought this place could be so creepy.”

What now? She couldn’t go home, not with that… whatever it was roaming the apartment building. Perhaps she should try finding her sister and mother, warn them about what was happening.

The screams, now muffled by the thick trees all around her, reminded her that they were probably already aware.

Shivering, Babs pondered her options. If this was a dream, then what she did wouldn’t matter. She felt the gravel path beneath her hooves, the smooth handle of the screwdriver and a chill wind at her back. It all felt far too real to be a dream, even if her rational mind reminded her over and over again that the things she’d encountered so far just weren’t possible.

“Not possible,” she muttered under her breath. “Sombra coming back from the dead, Nightmare Moon trying to bring eternal night, the god of chaos making chocolate rain… and here I am grumbling over ‘not possible.’ ” That creature in the hallway gave a very real sense of danger, and those screams – the ongoing sounds sent shivers down her backside – wouldn’t be for nothing. Maybe this was a dream, but if it wasn’t she didn’t want to find out by being on the wrong side of a monster’s claws.

But if it was real, that meant those screams were real, and if those screams were real…

Babs stopped in the middle of the path, her pulse quickening once more. The screams in the distance hadn’t abated. Maybe she should hide in the park for now? If there really were monsters out there, she sure as hay didn’t want to go to where they must be. Then again, if the screams started dying down…

“Oh God-ddess, what if ponies are dying?”

Never in her life had she contemplated the idea of somepony dying, at least not violently. Murder was the kind of thing that happened outside Equestria. Even villains like Sombra and Chrysalis would rather capture, enslave or banish ponies instead of killing them. But those screams…

She recalled the shriek from Miss Star Bound’s apartment. Never had she heard such a desperate, hideous sound. Even now it chilled her. But surely she hadn’t been killed or anything. Surely…

She resumed her walk, head low and tail between her legs. Her grip on the screwdriver tightened.

“I just need to find a place to lay low. Th-that’s all. Somepony will figure out what’s going on and set things right.” She flinched as a fresh breeze made the skeletal trees sway. “I’ll j-just ride out the storm. Tomorrow I’ll write a letter to Apple B-Bloom and we’ll laugh it all off. Nopony’s gonna be hurt. Nopony’s gonna die.”

She continued like this for some time, encouraging herself against the ever-oppressive gloom. Time passed unnoticed, until she realized how quiet the world was. She raised her head to look around and discovered that the distant cries had stopped entirely. Should she be relieved?

But the shadows remained. The trees stood bare, perfectly aligned and…

Babs blinked, refocusing her attention on the trees. They really were aligned, and nowhere near as dense. Rows upon rows of—

“Apple trees?” She turned a circle, eyes wide. “There are no apple trees in Central Park.”

And the path was gone. How had she missed that? Brown grass surrounded her as far as the eye could see – which, with the eternal black all around, wasn’t very far. A couple dozen yards at most. She wandered about the bare fruit trees, wondering where she was. The more she observed, the more certain she felt that this was further proof she’d landed in a dream world.

She began to hope Princess Luna would show up to save her. She’d done that for Apple Bloom once, hadn’t she?

A new sound met her ears; a rustling and some grinding. It didn’t sound like a pony, but maybe it would be a clue as to where she’d ended up? Not daring to hope, she trotted for the noise.

There was movement, but not that of a pony. On the edge of her vision was… something. It lay in a puddle in the grass, but a black object stood in the way. No, several black objects. They moved about the thing, falling onto it and then disappearing into the night. So dark were their hides that they vanished the moment they rose into the air, and it was almost impossible to see where one began and the others ended.

They reminded her of a swarm of bats.

Well, bats weren’t so bad. Now what were they—

The object made a jerking motion. Something rolled about. It was green and white. More parts came into view as it spasmed from the motions of the bat things, sloppy and moist sounds coming from it. Babs’ breath caught in her throat as comprehension dawned.

A body. That was a pony’s body, and those things were eating it. She could see in the perfect black of their shapes circles of teeth, the only thing not perfectly resembling shadow. Now only a few feet away, she could make out the bits of flesh and ripped up organs in their tiny mouths as they disappeared into the darkness.

Babs stomach flipped. Her lunch threatened to escape her insides. She fought the urge with everything she had, gradually taking step by backwards step. The little monsters ignored her, perhaps not even aware of her presence, and for that she thanked all the princesses, and Discord for good measure. It took all the focus she could muster to keep her legs moving and not vomit at the disgusting sight of that body jerking about to their bites.

As soon as she felt she’d backed far enough away, she turned tail and galloped as fast as her hooves could take her. Tears streamed down her cheeks, but she didn’t dare scream. She just ran and ran, until her legs ached and her chest burned. Her tears blinded her, but she couldn’t bring herself to rub her eyes. That meant slowing down. She couldn’t slow down, she had to get away!

She had to wake up.

Something snagged her hoof and she collapsed. Energy drained, she simply lay in the dirt and dead grass and sobbed into her hooves, waiting for those monsters to catch her.

“Are y-you alright?”

Babs flinched back, her head whipping up. Through her tears she saw a pink and white… blob. Hope made itself known in her heart and she hurried to rub her eyes.

“I said, are you alright?”

“I-I’m okay,” she managed to croak out. At last her tears had dissipated enough for her to make out the pony standing before her. It was a young mare of a soft pink coloration, her mane a slightly darkerer. She wore what reminded Babs of a labcoat, but with no collar and much shorter than the real thing. It was covered in dark red stains.

But all of this barely registered in comparison to the pony’s perfect – and familiar – manecut.

“Y-you’re… Vidala Swoon.”

Vidala’s eyes, which had been darting about the darkness, centered upon her. Her eyebrows rose. “Have we met?”

Babs slowly picked herself up off the ground. “No, b-but… You are her, right? Photo Finish’s lead manedresser?”

The mare’s eyes narrowed. She turned away with a huff. “Yeah, sure. That’s me. Now come on, this is no time for fillies to be about.”

The fresh memory of the body returned, bringing about a shiver. Babs hurried to catch up. “Believe me, I know. D-do you know what’s going on?”

“I have no idea.”

“Oh.” Babs had to canter to keep up with Vidala’s trot. “Do you know where we’re going, then?”

“No.”

The edge in Vidala’s tone gave Babs all the information she needed. She assessed the situation quietly, head low but ears perked. “I was in Central Park, now I’m… I don’t know.”

Vidala paused, her gaze straight forward. Babs turned to her and saw the mare’s lip trembling. Her eye twitched as she looked around. “I w-was in Fillydelphia. We were doing a shoot…”

“Fillydelphia?” The implication of this news swiftly sunk in, taking Babs’ heart down with it. “Y-you mean Manehattan isn’t the only place like this?” She looked about at the apple trees and darkness. Was this what Sweet Apple Acres looked like?

“We’ll be okay.” Vidala whispered the words, but there was no confidence in them. “W-we’ll be okay. We just have to find some kind of shelter.”

“Shelter. Right.” Babs had no idea where to go for such a thing. She was reasonably certain they weren’t in Central Park anymore. After a few seconds of indecisiveness, they continued their walk through the darkness.

The shadows surrounded them, the only sound their quiet hoofsteps and the rustling of bare limbs. Babs felt a subtle urge to bolt. It tingled in her every nerve, telling her to flee this place as fast as possible. She kept her pace steady through sheer force of will, even as the wind whispered of dangers just beyond her vision.

Needing a distraction, she took to admiring Vidala’s mane. Maybe she should… “I’m Babs.”

The mare glanced at her, eyes wide and lip still trembling. “V-Vidala.”

Okay, maybe that didn’t break the ice. Babs fumbled for something else to say, her eyes going back to the comb and other tools in a back pocket of Vidala’s white outfit. “Umm… I’m a big fan of yours.”

Though her alarmed expression didn’t fade, there was a distinct bite in Vidala’s tone. “You mean you’re a fan of Photo Finish.”

The response was enough to snap Babs out of her fear entirely. “No, of you. I saw your work in Manehattan Athletics, and your mane designs for the Las Pegasus Colt’s Fashion Show three years ago. Your manestyles are an inspiration.”

Vidala stared at her with an expression somewhere between surprise and disbelief. “Really? You know about my pre-Finish work?”

Babs nodded eagerly, a smile forming upon her face. “Well, yeah. I’m studying really hard to get into the Fillyhood Fashion Institute, just like you! I keep waiting to hear that you’re starting your own barber chain or something. Then I could get an apprenticeship under your title.”

Vidala came to another pause, her jaw dropping almost to the brown grass. “You… want to be my apprentice?”

With a wince, Babs lowered her head. “Too soon to gush?”

“No, no, I appreciate your enthusiasm.” The manedresser shook her head slowly. “It’s just… I’m so used to everypony talking about Miss Finish. Nopony really notices me anymore.”

Babs’ gasped. “Not notice you? But you’re one of the best mane stylists of the age! Photo Finish wouldn’t have picked you to be in her entourage if you weren’t among the best. How could nopony notice you?”

With a low growl, Vidala returned to her canter, forcing an ill prepared Babs to hurry to catch up. “Because I work for Photo Finish now. I don’t do manedressing anymore, I just do what she tells me. Agreeing to work with her was the worst decision I made for my career.”

Babs thought on this statement. For a time, the only sound was their hooves crunching in the dry grass. “But… she accepts your opinion, right?”

With a heavy sigh, Vidala turned her attention to her young companion. “You said your name is Babs?” She waited for the nod. “Babs, I get it. You’re excited. I’m sorry I c-can’t entertain your ideas right now, but we need to focus. We aren’t out of the woods yet, and I don’t mean that metaphorically.”

A cursory glance reminded Babs that they were still lost in the shrouded trees. Her heart sank a little and she scooted closer to Vidala. “Right. Sorry.”

“It’s alright.” Vidala turned her head forward once more, but her eyes continued their frantic dance. “And since you’re so interested, I’ll give you one bit of advice: once you get through your apprenticeship, go into business for yourself. Accepting jobs like I did will be the end of you.”

“I see?” Babs frowned, trying to make sense of this. Asking for clarification didn’t seem like the right move, at least not at the moment. She tried instead to take heart in the knowledge that she was walking side-by-side with one of her idols. That helped to put a small smile on her face. In fact, she had to bite her lip to keep from giving an embarrassingly uncharacteristic squee at the idea. One may have still come out, but only a very quiet one.

Vidala’s head whipped to the side, her eyes going wide. Babs’ pleasure collapsed as she imitated the motion, but she saw nothing. “What is it?” she whispered.

“N-nothing.” Vidala took a long, shaky breath. “Nothing. I just thought I s-saw something, that’s all.”

They continued their walk, the elder pony’s head swiveling around constantly. Babs watched her, a sinking feeling coming over her as she understood at least some of the situation. “What are you scared of?”

“S-scared? I’m not scared.” Vidala’s eyes were dancing.

“You don’t have to lie just because I’m a kid, y’know.”

“But it’s true, I’m not…” Vidala’s words trailed off as she caught Babs’ sour frown and raised eyebrow. “Fine. I-if you must know, and you didn’t hear this from m-me… I’m afraid of the dark.”

Babs nodded, once more examining the skeletal trees and the shadows that encompassed them. “Yeah, I get that. I wish we could see a little better.”

Vidala whimpered. “No, you don’t get it. I’m afraid of the dark.”

“Oh. Oh!” Heat touched Babs’ cheeks, likely matching the pink in Vidala’s own. The poor mare looked away, but it had been too slow to hide her shamed expression. Slowly, Babs reached out once more to touch the pony’s shoulder. “Um…”

“I-it’s alright.” Vidala paused to touch babs’ hoof with her own. “Y-you can laugh if you want to.”

“I wasn’t going to—” Babs paused, eyes going wide; tiny shadows were flitted through the air. If not for the trees, she’d have never noticed.

She grabbed Vidala’s leg and pulled. “Run! It’s the bat things!”

The mare needed no further instruction, the two of them bolting into the darkness. Babs looked back, squinting in an effort to see the creatures amongst the shadows. She could see nothing, but didn’t feel at ease. Faint movements flitted across the trees, small enough they might have been waving twigs on branches. Goddess, even her imagination wasn’t giving her any reprieve!

They didn’t offer a single sound. Not the beat of wings, nor rustling against branches, not even a bat-like squeak.

Words flew out of Vidala’s mouth. “Leave us alone, leave us alone, leave us alone! Why won’t they stop following us?”

“W-what the hay are they?” Babs cried, even as she concentrated on her hooves.

Vidala had tears streaming down her cheeks. “I don’t know! Darkness, shadows, death, who cares? I just want them to go away!”

They ran and ran, seemingly forever. Babs kept glancing back, praying the things had given up, but all she ever saw was black. The pair weaved amongst the trees, giving them something to see the creatures by, but with only shadows for clues they couldn’t gauge anything. Babs had no intention of stopping; every flash of darkness over a trunk, every tiny motion in the dark screamed danger! She could still see that pony’s body being ripped apart. The memory whipped her into keeping up with Vidala’s longer strides.

But not for long. Already, her chest was aching. She might have called out, but didn’t dare risk the extra energy. They needed to find shelter, and quickly. Those things could be nipping at their tails for all they could tell!

Vidala and Babs moved together, reacting to one another’s turns and keeping pace together. They turned in time to move around a thin apple tree and came face-to-face with a low-hanging limb. Babs managed to duck her head and avoid it, but Vidala wasn’t so lucky. The snap of the wood sounded like a thunderclap in the ongoing quiet, reminding Babs of just how silent their flight had been.

She looked back, relieved to see that the limb hadn’t slowed Vidala much. She had a long, thin cut on her cheek that leaked a tiny stream of blood that mixed with her endless tears, but otherwise she seemed fine.

The tree was consumed by darkness, marred only by tiny, circular rows of teeth. They seemed startlingly close. Babs yelped and put on another burst of speed even as her lungs begged for mercy. Vidala caught up, her sobs piercing the thick air. Then she started to pull away.

“W… w-wait…” Babs gasped the word, her aching legs protesting every step. Vidala didn’t hear, steadily moving ahead without so much as a backwards glance. “V-Vi…dala…”

Her exhausted legs failed her, and Babs ended up tumbling through the grass. She slid to a stop on her back, staring up at claw-like limbs and sickly clouds. Not a second later, darkness flew overhead like a great blanket of night with tiny, pointed groupings of triangular stars. Babs buried her head in her forelegs and sobbed, waiting for the first bite.

And she waited.

And waited some more.

Gradually, she wiped her eyes on her fetlock and looked up. No darkness, no bat creatures. Just the shifting limbs and smooth clouds. She tilted her head one way, then another. Craning her neck, she gazed in the direction she’d been running. If the things were still around, they showed no sign of their presence.

Trembling, expecting an attack to come at any second, Babs rolled onto her belly. “V… Vidala?” She looked around, hoping for some sign of the mare. Only shades, trees and dead grass met her gaze. “Don’t l-leave me.”

Though the act sent a burning sensation up her legs, Babs stood and took a few limping steps. “Vidala?” Her ears perked. She examined her surroundings. “H-hello? Somepony?”

The world was silent. The darkness pressed in from all sides.

“A-anypony?”

Only her labored breathing replied.

Babs collapsed, curling into a ball as tears welled in her eyes. “Don’t leave me here, p-please. I don’t wanna be here anymore. I want my s-sister…”

She wept, but even now she kept her volume down. At any second, a flock of those… things could be upon her. But she was alone, and she doubted she would ever get out of this hellish orchard. The limbs of the trees were like claws grasping for her, the shadows hid untold horrors, even the yellow, dry grass poked at her sides and face like needles. A sob escaped her, and she immediately threw her hooves over her mouth in a desperate bid to silence herself.

Yet as miserable as she felt, her rational mind demanded her attention. It knew she couldn’t lay there for long. If those things did come back, she doubted she’d have time to stand, much less break into a gallop. She had to get up, had to keep moving, had to find shelter.

So, though her legs shook and tears formed rivers down her puffed cheeks, she forced herself to her hooves and began to walk once more.

Time passed. The view continued, an endless stream of apple trees in nice, neat rows. Babs tried to pay attention, but between the isolation and the unyielding, bleak consistency, she drifted deeper and deeper into misery. Soon she had trouble looking away from her hooves. All she could think about was how alone she felt. Having Vidala there had been an unexpected blessing. To have her taken away just as quickly…

She thought she heard something. A twig snapping, perhaps? It took great effort to raise her head, but she managed it. Her eyes drifted across the skyline… and widened. Shapes rose in the distance, boxy and uneven. The most prominent towered over all others, complete with a pyramid-like top. Babs would have recognized that outline from anywhere in Manehattan; the new Crystal Building.

Her heart quickened; at last she had a destination. She couldn’t be too far from the edge of the park, and once she got to the city proper she could find a way to get to her sister and mother. She picked up her pace—

“Help me!”

Babs crouched with a whimper. “W-what now?” She looked to her left, searching for the source of the scream. Maybe it was Vidala?

“Somepony, get me out of here! Help!”

A country accent. Babs gaped at the shadows, not sure if she could believe her ears. But, as she watched, she managed to make out a form in the darkness, running parallel to her current course.

Not sure whether to feel hope or horror, she broke into a gallop, swerving left to gradually close in on the pony.

“Applejack! Big Mac! Somepony!”

Shadows parted as the distance closed between them, revealing a yellow filly about her age. There could be no question; it was Apple Bloom. Babs forced more speed from her sore legs, eyes locked upon her cousin.

Then she heard another sound. Something scurried in the dark, though it made sounds of movement like Babs had never heard before. They had to get away, but first— “Apple Bloom!”

Apple Bloom slid to a stop, eyes going wide as she spotted Babs stopping a dozen yards away. Only now did Babs see the blood seeping from a wound on the filly’s forehead.

“Babs? What are you—” She shook her head frantically and waved. “Go, run! Get outta the orchard! It’s not—” Her head whipped around at the same time as a loud hiss filled the air. “Oh, horseapples, run!”

Babs watched in mute terror as Apple Bloom fled once more. Out of the darkness came a grey creature like none she’d ever heard of. She only got a glimpse as it passed her vision, but it was long and scaled and had a tail like a snake. It crawled forward on two front legs, as tall as an alicorn at the shoulders. Just as quickly as it arrived, it disappeared in pursuit of Apple Bloom, its pony-sized tail slithering into the shadows.

After standing in quiet shock for about a second, Babs bolted after them. “Apple Bloom!”

Her cousin screamed. She screamed and screamed, and Babs begged her legs for more speed. “I’m coming, AB, I’m coming!”

But as she ran, Apple Bloom’s cries shifted into something different. Babs realized that what she heard now wasn’t the cries of a single pony, but of many. She looked up to see the city skyline coming closer. “Apple Bloom? Please, talk to me!”

She looked forward and skidded to a halt; something red lay on the ground a few feet away. Gasping, Babs trotted to it.

“Oh, no…”

It was a bow. What looked like fresh blood stained the otherwise pristine ribbon.

“A-Apple Bloom?” She scanned the area for signs of her cousin; a hair, hoofprints, even a blood trail. She found nothing, nothing but the bow. Tears threatened to break out once more as she tenderly picked up the object. “No. Please, no… W-what were you even doing out here?”

She sat and cradled the accessory to her chest, fighting back a sob. “You’re still alive, right? That… whatever it was didn’t get you. I h-have to believe that. We’ll both get out of this okay.”

The words helped, but only a little.

Thunder rumbled in the sky. This wouldn’t have bothered Babs if it hadn’t been so brief and the world hadn’t been so quiet all the time. She looked up in time to see something burst out of the thick cloud cover; three pegasi. She watched them descend towards the city, trailing clouds…

No, trailing smoke.

“Wonderbolts.” The word left her lips in a hushed whisper.

This bleak, bucked up world hadn’t won yet. Screams continued in the city, her friend was in trouble and one of her icons might even be dead, but the Wonderbolts had arrived. No doubt they’d been sent by the princesses; surely they knew what was going on and what to do about it. And if Babs was to have a chance in this monster-riddled nightmare, it would be with them. She took note of where the trio of smoke trails entered the city – ahead of her, luckily. She would find Apple Bloom, and then—

Her heart hit her throat as a low hiss filled the air. With a gulp, Babs glanced back to find a large shape approaching at a stealthy crawl. The long, grey face of a lizard appeared, riddled with horns and ridges. Several tongues flicked from its scaled lips at once, each topped with the head of a small snake. The creature crept forward with long claws that kneaded the ground, its body lowered in a predatory pose.

Babs shrieked and bolted for the city, praying it would provide a safe haven.

The creature followed.

Author's Note

I wanted to tread more lightly this time in terms of the amount of blood and focus more on Babs' different perspective from Coco's. My interpretation of Babs typically has her being a 'tough girl' persona, but with her being completely out of her element I thought it would be good to tone it down here.

Don't worry, explanations for the world's weird behavior... may come later. Meanwhile, a question has come to mind. I was going to leave the monsters alone, but I find myself realizing that I'll probably not get to describing all of their purposes in-story. In fact, most of them will probably be up to interpretation. Some readers will want to leave them open like that, but I know others will want to know more. So I'm calling for a vote; should I ignore the creatures and let the readers try to guess at their purpose, or should I provide a little information about them in the author's notes?

Conception – Spitfire

On any other day, Spitfire would have been relishing the wind stinging her muzzle. She’d have delighted in the way the world looked more precise and crisp behind her enhanced goggles. The flightsuit pressed snugly against her aerodynamic frame would fill her with pride, the perfect formation of her wingponies even more so. And no bliss short of orgasmic would compare to the air brushing through the feathers of her wings, every ripple and current making itself known through her honed experience.

But today was not like any other day. Today, she was a Wonderbolt on a mission. Today, there were no stunts to perform, no crowds to please and no races to win.

Today, the Wonderbolts were a military unit again. In the past, that role had included scouting, shock and awe attacks and operations requiring highly skilled specialists. On this particular mission, they were taking on the first of those duties.

Although Spitfire’s face was hard and confident, deep down she fretted. In all her years as a Wonderbolt, she’d only been required to go on military missions five times. Only two had occurred while she was a captain, and she’d failed both times. Why Celestia would trust her with a third, she couldn’t comprehend.

She would do this one right.

Her flight flew in a long, gradual arc around what could only be described as a wall of fog. It was so thick that she couldn’t see anything through it save the very tops of the tallest buildings of Manehattan. Now, after completing a circle around the island, she knew that this mysterious cloud covered the entire city.

But there was something unnatural about this fog. It didn’t move away from the city, didn’t respond to winds, and any attempt to touch it proved futile. Even if the clouds were natural – which they couldn’t be given the air conditions – it should be moving. All their efforts to work with it made them feel like a bunch of earth ponies.

With a hoof signal, Spitfire brought her team to a midair stop. They formed a line and surveyed the strange scene once more.

“Alright, ponies,” Spitfire said in her favorite ‘drill sergeant’ voice, “I want ideas. Anyone got a clue what we’re dealing with?”

Soarin flew a little ahead, neck stretched out as he took in the cloud. “Well, it’s magical.”

“No crap, Mareiarty.” Fast Clip raised her head as she surveyed the area. “I’ve got an aunt working at the magical academy in Manehattan, told me about all sorts of crazy stuff. Maybe it’s an experiment gone wrong?”

“But is it dangerous?” Fleetfoot asked.

Lightning Streak’s voice was low and ominous. “I think it’s some kind of attack. I didn’t see anypony leave the island. Did you, Captain?”

No, she most certainly did not. Spitfire crossed her forehooves as she considered the potential consequences of that revelation.

Fleetfoot spoke up. “If it was an attack, it’s not a very good one. Manehattan may be home to the second busiest port in Equestria, but the harbor is not on the island.” She gestured to a large area of warehouses just visible on the edge of the fog across the river. “You’d think an enemy would take that too.”

“It doesn’t matter if they take the harbor or not,” Lightning Streak countered. “If the city goes, the harbor’s next. It’s not like it would be hard.”

“I don’t buy it,” Soarin said, turning back to Spitfire. “Equestria’s foreign relations are all lukewarm at worst. There’s no nation or organization that would benefit from an attack, not with international relations as they are now.”

Fast Clip flew alongside him. “I agree. And if someone were attacking, where’s their army? We haven’t seen anypony leave, but we haven’t seen anypony go in, either. Are we supposed to believe that an entire invading force is crammed into Manehattan? There has to be something outside of that fog.”

“Not if they used a small, elite force,” Fleetfoot added. “Does anyone here doubt that a handful of powerful mages could pull something like this off? Manehattan doesn’t have a military presence. Heck, I bet somepony like Princess Twilight could do it single-hoofed.”

Soarin appeared dubious. “Nopony leaving? Blocking communications? A fog that pegasi can’t move? With all due respect, you’re going to find a hard time finding a mage of any race that could do something like this alone.”

Lightning Streak’s eyes narrowed. “Discord?”

Soarin cocked his head in consideration, then nodded. “Yeah, I bet he could.”

As her wingponies continued the debate, Spitfire weighed the situation. Celestia would need to be told about these events, but a report of ‘We have no idea what’s going on’ did not sit well with her. They needed more information, but to get it…

Jumping into the fight was always her first reaction. It usually didn’t work out so well, which is why she started asking her fellow Wonderbolts for input since the Tirek fiasco. Even so, she couldn’t see any way around going into the city proper. If there was any other way to get information…

She clapped her hooves once. The conversation died as every pony turned attentively to her.

“There’s no way around it, we need more information. I’m going to fly in there.” Spitfire set her commanding gaze on each of her wingponies in turn. “It’s entirely possible that some sort of magic is keeping ponies from leaving. If so, I won’t be coming out.”

Lightning Streak snickered. “This is the part where she tells us all to stay behind.”

Soarin was the first to raise his hoof, followed almost instantly by Fleetfoot. “We’re going with you, Captain.”

“Hey, don’t think you can leave us out,” Fast Clip declared, raising her hoof. Lightning Streak followed suit.

Spitfire couldn’t resist a smirk as she looked upon the four of them. “Have I ever told you guys how annoying you are?”

Fleetfoot grinned. “Every day on the training grounds, boss.”

“And at lunch,” Soarin admitted.

“If not lunch, then on the road between shows,” Fast Clip added.

Lightning Streak chuckled. “About five hundred times during my rounds at the Academy, and that’s only the ones I kept count of.”

With a groan that was only half-honest, Spitfire threw her hooves up high. “Alright, I get it! But I’m only bringing two of ya. Soarin, Fleetfoot, you called it. Fast, Lightning? Stay.”

Lightning’s legs went limp. Her groan was most certainly honest.

Fast Clip didn’t fold so easily. “Come on, Captain, we—”

“Stay.”

“But I—”

“Stay.”

“You can’t just—”

Spitfire thrust a hoof at her, leaning forward with eyebrows raised. “Stay.”

“You—”

Hoof thrust, raised eyebrows again.

“I only—”

Two hoof thrusts, eyebrows raised a third time.

At last Fast Clip sagged and nodded. “Fine.”

With a nod, Spitfire turned to the fog-enshrouded island. “Alright. Soarin, Fleetfoot, you’re with me. Fast, Lightning, if we aren’t out of there in an hour, I want you to go back to Canterlot and tell the princesses what we know. Under no circumstances are you to come in after us, are we clear?”

Lightning Streak saluted. “Yes ma’am.”

“Fast?”

Fast Clip grumbled her accent with a far less enthusiastic salute.

Knowing better than to press the issue, Spitfire began her approach. “Remember, one hour and do not go in there!”

The wind whipped into her as she increased speed. Fleetfoot and Soarin were visible out of the corners of her eyes. She was glad they volunteered; if there was some powerful threat inside that fog, she didn’t want to go after it alone.

The cloud loomed as they descended at a shallow angle. Even with her enhanced goggles, she could make nothing out through the wispy yellow substance. She tilted her head back, watching as the vast thing rose higher and higher above her.

“No dives,” she called over the wind. “If there’s something in the city, I want to get a peek at it before it has a chance to come after us.” She glanced at each of her wingponies for nods of confirmation. When she looked forward, the fog filled her vision. Gritting her teeth, she prepared for whatever might be on the other side. She would get this one right. Five seconds…

She’d expected wind or a chill. As she punched through the cloud at a medium speed, she felt neither. Worse, the moisture in the air felt off. Thick. ‘Greasy’ came to mind. It didn’t impede her flight in any way that she could detect, but that didn’t make her any more comfortable about it. She silently thanked her flightsuit for keeping most of her body dry.

She glanced to either side. Despite the thick haze, she could still easily make out her two wingponies. She gestured and they closed in, tightening the formation. Another hoof motion indicated that they should begin a slow descent. As they did, she began to slow their flight speed; they had no idea if the fog ran all the way to the streets below, and she had no intention of flying into the side of a building.

Seconds passed. Spitfire used her pegasus instincts to calculate elevation and suspected they were still far too high for the vast majority of the city. She tilted into a gradual turn, her wings making steady, quiet beats. A glance back revealed swirls in the thick air behind them. At least that looked normal.

Time seemed to stretch on forever. They continued their circling descent, Spitfire refusing to increase their angle. Two massive failures as Captain of the Wonderbolts had taught her the importance of caution. If something was down there, she wanted to see it before it sent some kind of attack her way.

Thoom.

Her ears perked. That sounded like thunder, but there was no flash of light. She glanced back at Fleetfoot, whose head swiveled about in search of the source of the sound. Looking to Soarin earned her a firm nod. He made a gesture, suggesting they level out. She nodded and they did so.

It might have been thunder, but it didn’t sound… right.

Thoom.

She gritted her teeth; that one was closer. It lacked the crackling reverberations of real thunder, and there was still the absence of light. Without checking for confirmation, she gestured the signal to prepare for a fight. Maybe she was being too cautious, but now was no time to—

Thoom!

The world went crazy. Up was green, her sense of elevation was panic, and her balance was splattered in all sorts of crazy tastes. Spitfire cried out as her body flailed, wings flapping without any sense of coordination. For the first time in her life, she had no idea how to fly. She didn’t even know what she was thinking.

Her heart seized up with horrible realization: she’d just been attacked. She’d felt the wind and energy blowing over her just before this chaos started, and now she was falling to her doom! She searched frantically for Fleetfoot and Soarin, but could see neither. Had they been hit as well?

The clouds passed. She was falling sideways beneath the ugly yellow miasma, twirling wildly in a manic stall. At last her sense of direction came back to her, and she looked up in a frantic search for her wingponies.

Just in time to see something long and round coming straight for her. Her pupils shrank and the world seemed to go in slow motion as she took the… creature in. It looked, for all intents and purposes, like an enormous black earthworm, with three long, thin pairs of protrusions along its body. She recognized them as the skeletal structure of wings, but with no feathers or membranes present to keep the thing aloft.

But aloft is what it was, coming at her at a startling speed. Its undulating body crackled with electrical energy as it moved directly for her face.

The world sped up. She still couldn’t control her wings. She couldn’t get away.

“Captain!”

Something hit her, and the ugly thing disappeared from view. Spitfire’s breath caught as a hideous cry suddenly turned into an unfamiliar sound. Choking, or… or perhaps gagging. Both.

Spitfire was spinning and flipping wildly. She tried to move; at last her wings obeyed, but her tumble was so frantic that even an experienced flier such as she had difficulty figuring out what to do.

Another hit, and a pair of legs wrapped around her barrel.

“I’ve got ya, Spitfire!”

Soarin. Thank Celestia! Spitfire let her wings go slack as he carried her through the skies, giving herself a moment to reorient and understand what had happened. After only a second, she spread her wings wide. Soarin took the hint and released, letting her fly on her own power. As he fell alongside her, she looked to discover that, through the blue mask, he was as pale as snow. Fear rising in her gut, she began searching the skies.

“Sh-she’s gone, Captain.”

Spitfire jerked to a stop, her eyes going wide. Keeping to a hover, she turned around and scanned the skies.

There was no sign of Fleetfoot. Or the worm.

Her voice croaked as he came back around to her. “W-what just happened?”

Soarin’s wide eyes were set upon the clouds, his hover erratic. “You were going down. Th-that thing went after you. Fleetfoot, sh-she… she knocked you away and it… Sweet Luna. Spitfire, it went into her mouth! And w-went out the… the…” His ashen cheeks turned green. “There’s no way anypony could have survived that.”

Her heart pounding, Spitifre stared at her wingpony. She struggled to grasp the idea that one of her Wonderbolts – one of her friends had just died. Her brain resisted the idea, scrambling to erect denials and insults at Soarin’s story.

But the look on his face…

“Ponyfeathers, we have incoming!”

She looked up to see one of those black worms slithering through the skies like a snake in water, its bony protrusions moving in a way that reminded her distinctly of actual wingbeats. Another appeared, and another, and a fourth. Soon more than a dozen of the things were making their zigzagging way to the two pegasi.

But what really had Spitfire’s attention was the bodies. Pegasi, and a griffon or two, were wrapped around the worms’ long forms, which ran through their mouths and out from their nethers. It was like looking at a living necklace, only with corpses for jewelry. The sight threatened to break Spitfire’s fragile grip on self control.

One of those bodies wore a blue flightsuit. Was it the slithering motions of the worm, or were her legs kicking feebly?

“C-Captain—”

“Dive!” Spitfire tucked her wings and rolled, falling face-first to the earth. She ground her teeth even as she released smoke in her wake, hoping it would confuse the creatures.

Fleetfoot was dead, and those monsters were blocking their escape. Celestia – Equestria needed to be warned. Spitfire knew that she and Soarin might be able to kill one of those things, but there were far too many for that now. Her only thought was getting away, of finding a path through the cloud in order to get the word out before somepony else thought to investigate.

Her duty in mind, Spitfire shoved the first death under her command aside and focused on her task. The city of Manehattan stood below, but it wasn’t the city she knew. Beneath the all-encompassing cloud, the city looked old, decrepit and frail. She could see ponies and… things… scattered throughout the streets. And a sound brushed her ears, hard to make out against the wind and her pounding heartbeat.

“Captain, they’re turning back!”

She slowed, circled around and stopped, her gaze going high. Sure enough, the worm things were rising back into the clouds. She breathed a sigh of relief… then caught the noise from below.

Screams. The entire city of Manehattan was shrieking, the sound unlike anything she had ever heard before. Her gaze lowered, and with her keen, goggle-enhanced vision she could make out monsters. There could be no better word for them. They chased, crawled, rolled and leapt after the hapless citizens. Even from this height, she could see the panic and the terror and the blood.

“What in the name of all things holy…”

Soarin appeared at her side. His face had yet to regain its color. “Spitfire, w-we have to do something.”

She worked her jaw, trying to give herself time to take in the horrific scene. Everywhere she looked, something hideous and brutal was happening. She wanted to save that colt, fly for that pegasus, rescue that group of old mares… “Th-there’s too many. We can’t help everypony. Soarin, I d-don’t know.”

He shook her by the shoulders. “Captain, come on! We have to—”

She’d been forced to look at him. Her eyes had fallen past his shoulder. It’s the only reason she saw it.

“Look out!” She grabbed his legs and rolled right, corkscrewing around just as the creature flew by with a call like a sick eagle, its voice wet and frail. They flew back as the thing began to turn in a long, slow circle for them. For the third time in only five minutes, Spitfire was rendered dumb.

From a distance, it looked like a giant, purple eagle. But its ‘body’ was actually a gas that rippled and shifted in the wind, making up ethereal wings, tail and breast. Hidden within that vaporous form was a backbone, ribs and talons.

And a skull, but not a skull like any she had seen before. Was it a pony? A griffon? A bird? No, it seemed more like a terrible coagulation or melding of the three, with a long, crooked beak and large, round, empty eye sockets. The thing gave another sickly cry as it leveled out and came for them, purple fumes swirling in its wake.

Soarin let out a curse the likes of which Spitfire had never heard from his lips. “Hundred bits says the gas is poisonous.”

“The buildings!” She grabbed his leg for just long enough to get him moving. “Maybe we can lose it if we fly low and fast.”

They dove once more, quickly finding themselves among the ugly skyscrapers of Manehattan. The eagle-gas-bone thing let out a hoarse cry and pursued, its turn slow and ponderous. As they turned a corner between two buildings, Spitfire had the opportunity to note that her imagination hadn’t been playing tricks on her; the structures really did look dilapidated. Crumbling walls, rusted iron and broken glass surrounded them on all sides. It was like nopony had lived in the city for years.

The ongoing screams below viscerally defied that concept. It took all her willpower not to look down.

“It’s following,” Soarin shouted, “but it’s staying above the buildings. I think you’re right, we can lose it!”

“Good!” Spitfire led him around another corner, swooping a little lower. She spotted the brand new Crystal Building. Of all the structures in the city, it alone appeared unblemished, a lone bastion amongst the withering plague all around it. The sight gave Spitfire hope. Maybe they could use it for—

She heard the scream from above too late. Long, thin fingers latched onto her shoulders, jerking her into a sudden freefall. With a startled cry, she flapped and kicked and twisted in the monster’s clutches. Looking over her shoulder revealed an ugly, bulbous mass of flesh in the shape of a teardrop. The monster had grabbed her with two long, spindly, double-jointed arms.

It had no wings.

Knowing she had only seconds, she bucked at the thin arms grasping her shoulders. The creature wailed with each strike, but its grip seemed to only tighten. Fear and desperation brought a fire into Spitfire’s fight, and she struck with everything she had. The hard ground zoomed up to meet her—

Shing.

Blue filled her vision for the briefest of instants, a sharp slicing sound striking against her ears. Though the arms maintained their grip, Spitfire felt herself break loose. Realizing the arms had been sliced off the monster entirely, she beat her wings and struggled for air.

Her honed pegasus instincts kicked in the moment she realized that she was too close to the ground to save herself by climbing. Her vision scanned the immediate area, taking in every horrible sight, all the blood and every fleeing pony. In half a second, she spotted the runaway carriage. In the next half-second, she shifted her wings to take her into a barrel roll. Asphalt filled her vision, her hoof reached out.

Prayers to Celestia made the rounds in her head as her hoof caught the railing of the carriage. The jerk sent a jolt of pain through her shoulder, but it also redirected her momentum. Pain she could tolerate. Being a smear on the pavement, she could not.

Fighting against the fire in her leg and grateful that it hadn’t been disjointed, she climbed her way to the top of the rampaging wagon. Now if she could just calm the driver down…

Her heart hit her throat as she at last stood up, her eyes set upon the fleshy substance on which she stood. She looked up to find a long rod of bone protruding from the front of the round structure. And on that rod was the torso of a pony, its flesh bonded to the rod. Long chains held the torso over the road, and it bounced as they ran over a pothole. The head, covered in grotesque tumors, turned back to gnash its teeth at her, a lone red eye glaring as its forelegs flailed.

Spitfire could only stand there and take slow, heavy breaths. She rocked as the carriage made a high speed turn, her wings fanning out instinctively to keep her from falling. She couldn’t stop staring at the monstrosity before her.

“By Luna’s little stars!”

Suddenly, the long hands still grasping her shoulders jerked back, pulling her off the carriage. She let out a cry and flapped, trying to stay off the asphalt as something waved her through the air like a ragdoll. Her body spun backwards and a long, pink appendage, like a great tongue, waved about her. She looked back and screamed; two more of the tentacles were wrapped tightly around the detached arms behind her. All three of the slimy things were coming from a gaping maw at the back of the carriage monster, its mouth spread out as three long flaps of teeth-encrusted skin.

Like a tatzlwyrm.

She kicked and screamed, grasping at the long, dead fingers on her shoulders. A moment later she was thrust down, her back impacting heavily against the asphalt. She rose and fell, this time dragged along the ground for what had to have been dozens of feet. Grit and gravel cut into the flesh of her back. Tucking her wings to keep them as safe as possible, she resorted to using her teeth to pull on the fingers of her left shoulder even as she tugged on the other with her hooves.

Up she went, and back down with a smack. Pain whipped across her body, but she didn’t stop fighting. The third tentacle rubbed against her exposed belly, leaving a trail of slime. The streets flew by in a blur as she was dragged ever farther. She bit so hard into the fingers she could taste blood.

Then, as if reacting to the pain, the hands finally released. Spitfire rolled and bounced along the street, grunting with every impact and fighting against her instincts to keep her wings folded tight to her sides.

At last she came to a sliding stop on her barrel. Her entire body ached, her blood pounded in her skull, her vision blurred.

The screams of the city hasn’t ceased.

Spitfire knew she was in danger. She’d seen enough already to know that being on the street in her condition was suicide. Slowly, her legs shaking with effort, she picked herself off the asphalt. Not daring to take the time to assess the damage or her surroundings, she opened her wings and launched, ascending gradually. Every beat of her wings sent a new jolt of pain down her back, but it was mild compared to what she’d just been through.

She flew high enough to reach the top of the nearest building. A quick survey revealed that it was devoid of threats. The moment her hooves touched the ground, she collapsed in a heap of pain and weariness. Her exhaustion was beyond her comprehension. Though she’d only been in Manehattan for a matter of minutes, she felt as if she’d been through a week of basic training.

But this went beyond physical strain. She closed her eyes tightly shut as she thought of Fleetfoot. She’d joined the Academy the year after Spitfire. They’d caught on so quickly, because that was how Fleetfoot did everything. She was such an impatient pony back then. A few years as a Wonderbolt had turned that bumbling eagerness into effective decisiveness.

The same decisiveness that probably made her save Spitfire’s life… and lose her own.

If she was dead. The memory of her little motions on that monster made Spitfire shudder. What if she was still alive, wreathing in agony somewhere in that nasty cloud cover? And they’d ran away, leaving her to that fate.

Spitfire knew it had been the right decision, the only decision.

She still felt like a coward.

Cowardice or no, she was also still the captain of the Wonderbolts. She had a duty, which she couldn’t tend to while wallowing in her failure. Manehattan had gone to Tartarus in ways she’d never imagined. The princesses needed to be told. Whatever was happening here, it was far bigger than one pony, even if that pony was a dear friend.

And she couldn’t fail Celestia again.

The hide along her back burned, but it was a dull pain compared to what it had been. She took a moment to stretch and test out her body, checking for any serious injuries. She could say with certainty that no one job had ever hurt quite so much, but at least the wounds amounted to little more than a few gashes and bruises. Not bad for having been dragged through a city street by the shoulders.

Something appeared out of the corner of her eye. She turned to it, only to jump back with an alarmed cry. It took her a moment to realize that there was no threat before her… probably.

It was a marble statue. It hadn’t been there before, but then again, she hadn’t been firing on all cylinders when she first scanned the roof. The bottom half of the statue was a plinth, the top a shoulders-up bust image of none other than Discord. The pale image of the draconequus stared at her with a pronounced frown and heavy, lidded eyes. He appeared… tired. Bored. Maybe even a little anxious.

Spitfire took a step closer, one leg raised in apprehension. The detail on the statue was remarkable, from the wrinkles produced by his frown to the sharp appearance of that lone fang dangling from his upper lip. Knowing a good deal about his abilities, Spitfire couldn’t help but wonder if the statue wasn’t, in fact, the arbiter of chaos himself in disguise.

But if it was meant to be a joke, it was a poor one, and not in Discord’s tastes. After all, the statue wasn’t doing anything, and she had a hard time believing that he was physically capable of standing still for longer than five seconds.

She pulled away from the statue, but didn’t turn away. She couldn’t help but think that the thing really was Discord. Even when she took her eyes off it, the disturbing sensation that it was watching her wouldn’t go away.

All she could do was push the thought to the back of her mind. She didn’t have time to solve this puzzle. Soarin was still out there somewhere and she still had a job to finish. The screams were dying down, but the fact provided no comfort. Rather, it only enhanced her sense of urgency. Ponies were dying. She had to act.

She scanned her surroundings, taking in the sight of numerous flying monsters of different types. They were all far off and apparently not interested in her. A flash of purple caught her eye, and upon following she found the eagle thing. To her alarm, it was still pursuing Soarin, his blue form a mere speck in the distance as he weaved around the buildings.

She took a moment to analyze the situation from a distance, her aching wings opened wide in preparation. It was clear that the thing couldn’t keep up with Soarin in any way, but it was also doggedly persistent. He couldn’t fly too high without coming under attack from the worm-things, and if he flew too low the monsters below would swarm him. Thus was he stuck weaving around buildings and playing a game of “keep away,” pausing occasionally to rest.

But he could never rest long before the vaporous eagle would be upon him again, and his breaks were growing more frequent. Every now and again, he would turn on the creature and attack, but he never seemed to do any damage.

Spitfire had seen enough; she launched and released smoke, flying directly towards the combatants. Dull pain throbbed down her back, but the only thing on her mind was the need for haste.

Soarin, hovering in midair and visibly weary, noted her approach and came at her, the creature hot on his tail. The ponies arched to Spitfire’s left, coming alongside one another. She wasn’t surprised to see him breathing heavily and struggling to keep up. His suit had a number of light scratches in it, but they looked shallow. Most had already stopped bleeding.

“Captain, am I glad to see you!” He offered a weak salute. “I thought you bit it back there.”

“Almost, but not quite.” She glanced back at the gaseous monster behind them, its hideous skull of a head seemingly turned directly at Soarin. “I think she likes you.”

“Tell me about it!” He took a few sharp breaths as they sped through a few turns. If it weren’t for the cloud walls surrounding the entire city and a fear of the giant fog worms, they might have just kept going in one direction. “I’ve tried everything I can think of. It’s determined!”

“You think of anything we can do to stop it?” She cast another look back; the monster had lost a lot of ground thanks to their turn. They came to a sharp stop.

“Y-yeah.” He paused to catch his breath. “That thing has a heart. A big one. If we can hit that… b-but it’s claws are fast. I couldn’t get through.”

Spitfire turned to watch the approaching monster, peering at the things massive set of ribs. “I don’t see it.”

“Trust me, it’s there,” he hissed, one hoof clutching his chest. “You have to fly real close to identify it. Also, watch out for the gas. I don’t think it’s poisonous, but you can’t breathe in it at all.”

The fog eagle was getting close. It let out another of those ghastly, sick calls, its toothy jaw opening wide and more purple vapors billowing from somewhere within. Spitfire only needed a second or two to come up with a plan.

She pressed a hoof to Soarin’s shoulder. “It likes you. Distract it. Keep its eyes up.”

He was off before she finished talking. “Got it!”

Sure enough, the monster averted its flight to chase after Soarin. Spitfire flew low and moved to get beneath and ahead of the monster. She paid as much attention to her altitude as she did to the beast, not wanting to catch the attention of any of the creatures below. She gestured her intentions to Soarin, and he promptly turned for the edge of the city.

Spitfire waited and watched, hovering at as low an altitude as felt safe. Soarin kept his flight slow enough for the monster to keep up, but not gain ground, and turned in a slow circle. Soon he was heading for her, swooping low as the eagle maneuvered to follow. Spitfire braced; it was going to pass right over her.

She took one last look around. No sign of any other attackers. When she looked forward, Soarin was climbing fast. The monster struggled to keep up, angling back and craning its head to follow his flight path.

Wings beating, Spitfire darted forward with all the speed she could muster. She aimed right for the gaseous chest of the monster, and in no time she was on it!

There it was, the heart. She spotted it a second before impact, a massive purple thing that thumped and throbbed within the creature’s ugly ribs. She tried to offer a battle cry, only to be choked by the fumes that poured from the beast. Her surprise almost made her lose focus as she slammed into the bones with enough force to knock the air out of her lungs.

Her hoof reached through the ribcage at the same time, sinking deep into the monster’s heart.

The beast gave out a choking, feeble cry. She could feel it falling, twisting in the sky. She knew she had to get away, but her lungs failed her and the momentum of the fall had her pinned. Her legs shook as she struggled to push away from the ribcage that now threatened to crush her against the hard city streets below.

Another gasp, a desperate push. Her chest burned, her heart pounded. She tried not to think about her uncontrolled descent, or the thought of what the weight of this thing’s skeleton would do to her small body. Her focus went to the fight, the sheer effort of trying to drag herself out by crawling along the bones. Her body fought her every motion.

She knew she’d never make it. If only she could breathe!

Something wrapped around her, grabbing hold just under her shoulders. Another monster! Desperation and fighting instincts kicked in, prompting her to thrash and beat her wings against the assailant. Before she knew what was happening, she was jerked away from the corpse of the fog eagle and sailing through the air, held aloft by whatever had hold of her. Gravel and broken up asphalt passed in a blur near her face amidst the sound of a deafening crunch, making it clear just how close she’d come to being roadkill.

As her lungs sucked in fresh air, a voice rang in her ears. “I’ve got you, Captain!”

Soarin. Not a monster, but Soarin! Her attempt to thank him was overruled by her desperate need to for more air.

He set her down on one of the building roofs and let her lean on him. Even as she took in long, heavy gasps, she found herself scanning the area for threats. Whatever was happening to Manehattan, it left her with little room to trust in relaxation.

Soarin bumped his cheek to hers, a quick motion to catch her attention. His brow furrowed as he examined her. “You look pretty beat up, and that was a close call. We’re—” He closed his eyes, going stock still. After a moment he swallowed and sucked down a deep breath. “And we’re down a pony. Captain, I’m starting to think we should abort.”

If only he knew how eager she was to agree with him. After all, this was meant to be a reconnaissance mission, and that aspect had been completed well beyond the measure of their orders. If only she could say “yes” and be done with it.

But she couldn’t, not yet. Though the screams that reverberated throughout the city had died down, they were still there. Then there was that great dome of yellow miasma surrounding the place; who knew what terrors existed within that fog? The flying worms were just the threats they knew about.

Another long, slow look at the city. Her eye caught movement in the corner of the roof. She focused on it, saw something small. It was stationary, but it still shifted. A monster?

Soarin spotted it. He tried to pull back, but Spitfire instead moved forward.

“Captain?”

She had to see it. Maybe it was curiosity, or maybe it was her need to know as much about her surroundings as she could. Whatever her reasons, she hobbled toward the squirming object. “Fight or flight.”

Soarin’s tone came out dry. “It’s a little late for the old ‘prepare for battle’ order, don’t you think?” His hoofsteps followed behind, a direct violation of her command; ‘Fight or flight’ told squadron members to keep their distance, watch and wait. She made no attempt to correct him. The idea of facing anything in this foul place alone didn’t sit well with her.

At last, Spitfire was close enough to get a good look at the thing, and when she did she took a startled step back.

It was a monster, but not like the others. It was… a drake? But if so, it could only be an infant. It had thick scales that appeared black, but had a faint violet sheen to them if looked at from the right angles. It lay on its back, squirming and hissing and growling. Its behavior wasn’t what had her so fearful, however.

An iron mask wrapped around its head, with no holes for the eyes. Its short muzzle was barely visible through a breather held firm by thick metal bars, but she could see its bared, gritted fangs within. Its arms were held over and behind its head by chains and wraps, but most prominent were the twin ball-and-chains shackled to its wrists. The balls – white and smooth, but cracked in several places – were as big as the creature itself.

The bindings didn’t end there. Its wings, undersized perhaps due to age, were held closed around its barrel by rings set on the metacarpals, running right through the thin leather membranes and connected to one ball-and-chain apiece. A set of chains and wraps not unlike what held the arms completed the binding. Another ball-and-chain held its tail similarly taught, piercing into the appendage roughly a fourth of the distance from the tip by what looked like a thick, rusted screw. One last orb lay by the little thing’s side, connected to it via a chain seemingly welded to its chest.

“Sweet Celestia,” Soarin whispered. “Who would do something like this? To an infant?”

Spitfire swallowed her uncertainty down and bent over the pathetic creature. It growled and jerked its head at her, but otherwise offered no threat. Even so, she felt threatened. This thing might be an infant, but she had the distinct impression that it was little more than another monster, just like any other. Even so, she reached down to touch one of those rusty chains. It was rough against her hoof.

“Spitfire.”

She turned to see Soarin staring at one of the white balls. It looked like unpolished marble. She saw his wide eyes and stepped closer; he pressed his hooves to the object and struggled to shift it her way. It didn’t so much as budge. After a few seconds of grunting and cursing, he relented and stepped back, giving her room to view what he had seen.

Her jaw dropped upon seeing an etching on the surface of the stone. The etching consisted of three balloons.

“Is that what I think it is?” Soarin asked hesitantly.

Spitfire closed her eyes, opened them, looked again. “Y-yeah, that’s the cutie mark of… I can’t remember her name. But she was the Bearer of Laughter before the elements were sent back to the Tree of Harmony.”

The two shared a confused look, then hurried to examine all six of the ball-and-chains holding the wretched creature down. Sure enough, they found what Spitfire had anticipated. “They’re the Elements of Harmony,” she muttered, stepping back to gawk at the site. “Or at least, they’re what the Elements used to look like before Nightmare Moon came back.”

She took a moment to examine the positioning: Honestly and Loyalty held the arms in place, Generosity and Laughter held the wings, Kindness pinned the tail and Magic was connected to its chest.

Soarin took a few steps back. “That’s creepy.”

Spitfire wanted to turn away, but not yet. She touched the cracked, rough surface of the Orb of Kindness and felt a distinct, unfathomable revulsion.

With it came a new understanding. This thing was helpless, but she could feel its malice. Hatred and anger and ferocity radiated from it. Now that she really examined the situation, menace seemed to be the only thing left in Manehattan. This monster, the carriage thing, the eagle creature they'd killed, the worms, even the very clouds seeped violence and animosity.

And she had wanted to leave.

She retreated, not wanting anything to do with the wriggling, growling creature. “I think we should keep well away, and nopony better even think of freeing it.”

They turned away, quickly making for the opposite corner of the roof. Spitfire’s focus returned to the task at hand, even though the vile aura radiating from the bound creature still lingered in her mind. A lesser pony might have considered killing it outright, despite its apparent helplessness. “Alright, breaktime’s over.”

Soarin’s ears folded as he studied her. “You’re not planning on staying… are you?”

She leveled him with a hard frown. “We can’t abort, Soarin.”

With a groan, he thrust his hoof to the side, pointing at the vast overcast. “We lost Fleetfoot! The princesses need to be told what’s going on here. We’ve completed our mission, Captain!”

With a growl, she raised her hoof to her perked ear. “Listen.”

They did, taking in the screams that still echoed up and down the streets. Soarin’s face paled through his mask.

“There are still civilians out there in need of our help. The very first part of the Wonderbolts’ oath is to protect. Our first priority needs to be the rescue of as many ponies as we can get to.”

Soarin wilted, his head going so low it nearly touched the ground. With a sigh, Spitfire stepped closer and bumped his shoulder with her own. “Don’t worry. Streak and Clip are out there. They’re good soldiers. They’ll follow their orders and head for Canterlot to spread the warning. If we try to leave now, we’ll be abandoning the citizens of this city to… whatever the hay this is.”

He nodded glumly. “You’re right, of course. But Spitfire, you look like you went five rounds with a minotaur – losing rounds – and we don’t know how strong the enemy is. We’re no good to anypony dead.”

The image of Fleetfoot hanging on one of those worms thrust itself to the fore of Spitfire’s mind, eliciting a shudder. It took effort not to stutter. “We’ll just have to be cautious. But we can’t stand around arguing about it, ponies need our help now. Starting with—”

“That!” Soarin leapt into the air and dove. In less than a second, Spitfire was in the air. Thinking that he’d been avoiding an attack, her first act was to look around for potential threats. She could see none nearby or interested in her. In the next second, she’d turned her attention to his flight path. She was just in time to see him deliver a passing blow to what had to be the ugliest creature she’d yet to see.

It had the body of an unusually long pony, its skin a patchwork of flesh sewn taught about its musculature. It’s legs were as a centipede’s, its short arms were made of cotton threads, its claws of blades akin to scissors. In its grasp was the ugly remains of a pony whose skin had been partially stripped off by the monster with long, wicked blades coming from somewhere underneath its reared frame. The mare’s body jerked in spasms thanks partially to the blades puncturing her throat.

The monster was sewing her removed skin to its own flesh.

At Soarin’s hit, the creature rocked sideways and flailed its arms, the poor mare flying silently through the air to crash against the nearest wall. It turned to face its attacker, but Soarin had moved well out of reach of its short arms. The longer blades retracted inside of it as it fell to its barrel, just in time for Spitfire to deliver a hit to the back of its head. It offered no sounds of pain.

Spitfire’s heart leapt into her throat; she’d gotten a glance into the alley the monster had been standing near. As she banked and began circling, she called out to Soarin. “Civilian, in the alley, possibly injured!”

Without a word, Soarin swept down for the monster. At last recovering from the first two hits, it turned to him and reared back. He performed a tight barrel roll just as the thing’s slicing appendages burst from a pocket in its belly, missing him by what had to have been inches. His maneuver timed perfectly, Soarin disappeared from sight into the alley.

The monster saw Spitfire’s approach at the last moment and lashed out. She dodged, grunting as one of the blades nicked her flank. Once out of range, she glanced back to see the tiny cut through her suit. Not worth worrying about. She shifted her wings and turned back, focused on keeping the thing’s attention on herself. Another pass, another near-miss.

She began analyzing the situation. The small arms were slow and lacked range, but those big blades easily made up for both. The monster could only use the fast, long-range blades while reared up, and its mobility was hampered a lot in that stance.

She tried approaching the monster from the side and was rewarded with a cut on the cheek. A strap snapped and her goggles flew off, a chilling reminder of how close she’d come to losing her head entirely.

Soarin appeared at her side. “Civilian is safe,” he barked.

She nodded as they flew another circle. The monster, apparently not too bright, followed them into the middle of the street. “Those blades can reach you from the front and both sides. We need to hit it from the rear.”

“It’s hurting itself,” he shouted back. To her confused look, he tapped his cheek. Realizing he was indicating her own wound, she followed his gesture and saw, to her surprise, that the taught skin of the monster’s cheek bore the same wound.

Spitfire considered the revelation. It was hardly proof of what he was suggesting, but if it was true?

She shook her head. “We can’t kill it by letting it hurt us, that’s crazy. Double-team it; one distracts, the other attacks. Alternate, keep it on its toes.”

Soarin grunted and broke formation. “Sonic wings?”

“Sonic wings!”

Spitfire made the first move, flying at the monster’s side as Soarin lined himself up for a pass. She changed course just before getting within range, and the blades swung uselessly in the air. She climbed, not bothering to glance back when the metallic shing filled the air. With a quick Immelmare turn, she was back in the action. The monster had turned to focus on a retreating Soarin, one of its long blades lying useless and bleeding in the street.

She focused on her innate pegasus magic, channeling it into her right wing. Heat began to build in it as she honed in on a target. Blades were erratically whipping around the creature’s head, so she aimed lower. By now there was an intense pressure on her wing, and she had no doubt it was covered in an orange, fiery glow of energy. She came at the monster from the side, hoping its attention on Soarin would keep the blades away.

Just as she reached it, she twisted her body so that her wings were vertical and held them stiff. With a loud shing, the energy about her wing sheared through flesh.

She screamed as one of the short arms whipped out in reaction to the attack, stabbing into her side. Her momentum was too much to get the blade out properly, and it ripped right out of her barrel as she flew past. A pain like fire tore through her and just the act of flapping her wings brought tears to her eyes.

“Captain!”

“Finish it, Soarin!”

She came to a hover, one leg pressed to her side as she surveyed the results of her work. The monster now sported a long, deep gash along its backside, and seemed incapable of rearing up again. With only its two short arms to defend itself, Soarin was already making short work of it. She’d never asked him to kill anything before, and this would be the second life they’d been forced to take in under an hour, but he didn’t hesitate for a second.

As he worked to deal with the thing, she took a look at her throbbing side. It bled profusely, but the wound wasn’t as bad as she’d feared. The blade had pierced only the very edge of her body, well outside of any vital areas and below the ribcage. It looked ugly, and she would absolutely need stitches, but it wouldn’t kill her.

But she would want bandages, and soon.

A scream filled the air. Though her side burned in protest, Spitfire spun for the source, which she noted was not the monster they currently faced. She cursed as one of those demonic wagons raced by the nearest intersection, a brown teenager clutched in its tentacles. Reacting on instinct, she flew for the creature, already charging her sonic wing.

It took a lot of maneuvering to get lined up properly. The poor filly bounced against the ground several times, Spitfire’s heart jumping with every visible impact. The filly shrieked and pleaded, kicking wildly against the lone tentacle that held her by a hind leg. At last, Spitfire was in position and able to swoop in, intercepting just behind the creature and slicing her wing across all three tentacles right where they left the gaping maw at its back.

Spitfire ascended, panting and clutching at her side. She turned in time to see Soarin swoop down to lift the teenager off the streets. He gestured, and Spitfire followed. A few seconds later, she landed on the same ceiling they’d been on a moment ago. Soarin deposited the weeping teen beside the cream-colored mare they’d just saved, who still lay on her side. He went straight to Spitfire, concern lining his expression.

“I’m okay,” she said before he could get a word in.

“You sure as buck don’t look okay!”

She tried to keep him away with a raised hoof, but he pushed it back with surprising ease and inspected her wound. “Sweet Celestia, Spitfire, that is not okay. We need to bind it. You shouldn’t have gone chasing after that filly in this condition.”

“She needed help,” she countered through gritted teeth. “What was I supposed to do, ignore her?”

“You could have called on me to do it!” He pushed down on her rump, forcing her to sit. “We need to bandage this right away.”

“Here, use th-this.”

They both jumped at the new voice. Turning as one, they found the red-maned filly offering them a piece of white cloth. Spitfire glanced over her shoulder, confirming that she’d ripped the material directly from the white mare’s clothes. Though the teen’s cheeks shone with fresh tears, her expression was firm and determined.

“Good. That’s good.” Soarin took the fabric and began to wrap it around Spitfire’s barrel. “Can you get me one more? I think that’ll be enough to do the job for now.”

The filly nodded and hurried back to the silent, wide-eyed mare.

Watching as she worked, Spitfire leaned towards Soarin. “The monster?”

“I took its head off.”

She sucked in a long, slow breath, wincing at the pain the act produced. “You okay?”

“Says the mare whose flightsuit is covered in blood.”

“You know what I meant,” she hissed.

His hooves slowed, but only for a moment. “I’m okay. Those things we killed? They had it coming.”

“True.” She raised her head as the filly came running back. She was an earth pony, just like the mare whose clothes were being repurposed. A heavy build, just like most earth ponies, with a score of freckles on her cheeks. If Spitfire had to guess, she’s say the filly was almost at that point where she couldn’t be referred to as such much longer. Fifteen, maybe sixteen?

“H-here.” She offered a fresh strip of cloth to Soarin, who took it quickly, then looked to Spitfire. “Will you be alright?”

Spitfire chuckled, only to hiss in pain. “Don’t worry, kid, it’ll take a lot more than this to take me out of the game.”

“Permanently,” Soarin corrected, his eyes on his work. “Temporarily, I’d say you are most definitely out of the game.”

She grimaced. "Have I ever told you how annoying you are?" Despite said annoyance, there could be no denying that the best course for her now was to hold off, even if that wasn’t a step she could take. The screams were still carrying over the rooftops.

Spitfire pushed the thought aside for now and focused on the not-quite-mare they’d saved. “Nice thinking with the clothes, kid. What’s your name?”

The filly’s determination returned. “Babs. Babs Seed. I saw you fly in from the park and followed. Figured there’s no place safer than with Wonderbolts, right?” She looked around, lips pursed. “I saw three of you.”

Soarin’s hooves stopped working. Spitfire tensed, her eyes going to the clouds.

“There’s only two of us now,” Soarin whispered before tying a knot on the wrapping, making sure it was tight around Spitfire’s waist. “Captain, we need to figure out what’s next, and don’t you dare say we need to keep looking for civilians.”

She considered the question, noting how he was watching her with a critical eye. She tested her wing, gritting her teeth with the pain. Her eye turned to Babs, who stared at the ground with wide eyes and tiny pupils. Apparently the idea that a Wonderbolt could die had never occurred to her. She couldn’t blame the filly; they hadn’t considered the possibility, either.

As much as she wanted to help, she had to acknowledge Soarin’s point. She wouldn’t be much help at all in her condition, and she couldn’t ask Soarin to go out there without proper backup. Gradually, taking the movement in small steps, she lay on her barrel, noting Soarin’s long sigh once she was all the way down.

“We’ll rest here for a moment. Check on that other civilian.”

He nodded, relief plain on his features. “Alright. You made the right call, Spitfire.”

That endless sense of danger strongly suggested otherwise, but she merely waved him off. As he went to check on the other pony, she turned her attention back to Babs. “I take it you live around here?”

Babs jerked from her stupor, blinking at Spitfire several times. The question had to be repeated. “I’m from Manehattan, if that’s what you mean.”

Spitfire nodded. “I think we should head for a hospital.”

The reply came quick and easy. “Manehattan Memorial, should be north of here. My mother works there as a nurse.”

Ah, that might explain how she so quickly came up with an idea for the makeshift bandage. “Can you guide us to it?”

Babs nodded, confidence ringing in her voice. “I can.”

“Good, then that’s our next stop.”

Babs considered her with a grim frown. “If we can get there safely, and if the place isn’t already overrun with freaks. But at least we can get you healed up, right?”

“Right.” Spitfire didn’t bother to mention that she hoped to make the hospital into a defensive position and base camp for future rescue operations. One step at a time.

Hoofsteps caught their attention. They turned as Soarin approached, the cream-colored mare leaning against him and trembling like a leaf. Her soft face shined with moisture and she looked about ready to collapse once more, but she still managed to look Spitfire in the eye.

Soarin gave her a brief nuzzle for encouragement before looking to Spitfire. “Her name’s Coco. She’s pretty shaken up, Captain, but otherwise okay.”

Coco opened her mouth, closed it, swallowed. “W-w-why is… is this happening?”

Spitfire wished she could offer a strong answer. She forced her shoulders up and kept her chin high, but inside she felt her stomach twisting. “I don’t know, but the princesses will be on the case soon.”

She offered the best smile she could under the circumstances.

“I’m sure they’ll have this all sorted out in no time.”

Author's Note

From my observations, survival horror games can be separated into two broad types: 'everyman' and 'military.' Silent Hill involves the 'everyman,' which is my favorite type of horror. Basically, your characters are either unskilled, underarmed, physically weak, or in some other way fairly defenseless. This accentuates the horror to me; being unable to defend yourself is a good motivation for terror.

This chapter is aimed to be akin to the 'military' type of horror, in which your character is a well-armed, highly trained powerhouse but faces tons and tons of enemies. The more recent Resident Evils or Left for Dead are good examples. I don't like these as much – they just aren't as scary – but I still felt the desire to put down a chapter in that light. Wonderbolts, as far as we know, are the elite of the elite, and so making one of them the star of this chapter only made sense.

Conception – Lightning Dust

Thoom

Thoom

Thoom Thoom
Thoom Thoom Thoom

Thoom

Thoom Thoom Thoom Thoom

Thoom

Thoom Thoom

Thoom

Thoom Thoom Thoom Thoom

Thoom

The thunderous sounds weren’t the worst part. Or the oppressive yellow clouds pressing in on all sides. A sense of being all alone was pretty bad, but not so bad as the occasional choking sounds that carried faintly on the winds. Being made to retreat was terrible, but nothing she hadn’t been forced into before.

No, the worst part about all of this was that Lightning Dust was responsible. It had been she who’d rallied the Manehattan weather team, she who entreated everypony to try breaking through the cloud dome, she who’d led them with confidence and determination on their side. And now, as far as she could tell, she was the only one who would make it back alive… although even that didn’t seem so likely.

Thoom Thoom Thoom Thoom

Thoom Thoom Thoom

They were getting closer. All Lightning could do was dive through what seemed like an endless world of clouds. The alien, oily moisture of the air rolled in beads across her face and chest, combining with tears that forced their way out and fell behind her in a spray of droplets. She didn’t think about what this air might be doing to her, or how those giant worms were undoubtedly closing in from every angle. Even her desire to escape, frantic as it was, took a backseat in her roiling mind.

Lightning didn’t make friends easily. In Manehattan, she’d somehow managed to make four of them.

Urban Horizon. Cool Glasses. Heartsleeve. Tooty Fruity. She could still see their faces in the clouds.

Thoom Thoom

Thoom Thoom

Gone. She’d killed them all, just by being associated with them. If she’d not been on their weather team, would they still be alive? Cool was supposed to have gone on vacation next week to see his mare in Fillydelphia. Now he was a bloody decoration for a giant, flying worm.

Just like the rest of them. Two dozen pegasi, dead because she’d given them a stupid idea.

Thoom

Lightning’s lips pulled back in a grimace. So, one of them wanted dessert? She had to think of something…

Thoom

She couldn’t die here, not until she’d made them all pay. Somepony was responsible for the crap that was happening here, and when she found out who she’d ram her hoof down their throat!

Thoom

But first, escape.

Suddenly, the world existed! She dropped from the clouds, and the appearance of the city beneath her was so otherworldly she almost forgot she was being chased. She stared in stunned silence—

Thoom

No, wait, be stunned!

Lightning let her wings go limp. Plummeting to the earth without any control, she looked back just as one of those ugly worms broke through the clouds. Her chest tightened at the sight of no less than three bodies dangling from it like marionettes, all of them still kicking and flapping as if they might somehow escape their agony. The thing came at her, squirming in the sky like some black serpent.

It didn’t try to hit her with its stun attack. She chewed her lip and waited, heart pounding as it drew closer and closer. She had to time this just right. The head reared back—

Lightning flared a wing and corkscrewed just when the monster lunged. The world went in slow motion as it passed her, black flesh within inches of her face. Then came the first body; a golden pegasus with a spool of thread for a cutie mark. The monster had speared her from behind, running her through from above the flanks and, like all the others, escaping out the mouth. Lightning imagined that being her, or one of her friends, and shuddered.

Which was nothing compared to the horror that rose inside her when the mare’s eyes shifted to meet hers.

And just like that, the worm had passed. Time got back up to speed, and so did Lightning, finishing her maneuver and flying in the opposite direction. As she descended, she looked back along her electric wake to see that the worm was returning to the clouds with its morbid cargo.

She was over one of the densely packed residential districts. The streets crawled with all manner of creatures she didn’t care to identify, but landing on one of the taller apartment buildings seemed safe enough. She wasn’t about to head back to the Weather Office; that would mean facing all those ground-bound ponies and explaining to them why she alone made it back. That… She couldn’t do that.

She landed and let her wings drop limply to the ground with a groan. So much effort, so much loss, and for what? She banged her head on the roof’s raised edge, then again. Looking out to the city beyond, she could still hear faint screams. Perhaps some of those were her friends.

Assuming any of them escaped the clouds.

She banged her head a few more times. The pain felt good. She kept doing it, wincing with each hit and trying to come up with a solution to her predicament.

Sore and weary, Lightning fell to her haunches and rested her chin on the ledge. She rubbed her burning skull and stared at the ugly, ruined city. How many ponies had already died? How long was this going to last? Why was she such a screw up? She just felt like sleeping…

Her ears perked; something had just hissed. It wasn’t the ‘hey, look at me’ kind of hiss, either. She raised her head and looked around, but she was alone on the roof. Her gaze landed upon the stairhouse leading into the apartment; the door was closed.

Another long, drawn out hiss. She stepped away from the raised edge—

A scaled claw swept through the air right where her head had just been.

Lightning jumped back with a shout as a massive grey lizard crawled over the edge of the building, its wicked talons cutting grooves in the concrete. It opened its mouth wide to reveal small, sharp teeth and a surprising number of tongues. Wait, were they tongues, or did it have snakes living in its mouth? The reptiles squirmed and flicked their tongues even as the creature emitted another hiss.

The sound of rattling could be heard as the monster pulled itself fully onto the building. A long, snake-like tail rose high into the air behind it, revealing the source of the rattling: a pair of spiked chains hanging from the end of the tail, which vibrated in a blur.

Lightning recovered from her initial shock and settled into a combative pose, wings opened and ready for use. “Alright, you ugly thing, just try to eat me.” If killing these abominations would help make up for her failures, she’d take down every single monster in Manehattan.

The monster obliged, lashing out with its claws with surprising swiftness. Lightning ducked the attack and countered, striking the thing’s arm, then flew up to avoid its backswing. Her blow hadn’t been very strong, but she hadn’t intended it to be. A rattle, and the tail whipped about, chains flying right for her! Lightning barely managed to dodge, and flew back to make some room.

It was much faster than it looked. Lightning wondered if her decision to stand and fight hadn’t been premature. Maybe it had been. Yet, as the lizard-snake thing crawled after her, she steadfastly refused to back down. She’d just ran away from a bunch of monsters, she wasn’t about to do it again so soon! With a quick dive, Lightning struck the creature’s head before it could snap a counter. Swooping back into the air and just avoiding another swing from the tail, she turned and made for the stairhouse.

A quick glance back showed the monster giving chase, its long tail whipping about in a frenzy and the snakes in its mouth hissing. Grinning, she turned to circle the small structure—

“Whoa!”

It was only by sheer luck that she managed to duck under the blade that swung for her throat. Her left wing wasn’t so lucky, taking a small but painful cut near the upper joint. Lightning swerved, tried to get air, then hit the concrete chest-first. The impact jarred her just enough to ruin her trajectory, and her world spun. When she finally came to a stop, she lay on her side and clutched her wing.

Clicking sounds drew her attention back to the stairhouse. There, bent over as if to examine her, was another monster. This one was tall and thin, its proportions akin to an emaciated minotaur. Blades of every shape and size pierced the creature’s body, carpeting it with sharpness and giving it the appearance of a walking knife rack. What parts of it weren’t covered and bleeding were pale grey, not a single tuft of fur on its entire body, and its head was round and featureless save for a mouth held shut by more blades and a pair of wide, green eyes.

It reached for her, revealing a fingerless hand with several sharp edges protruding from it like daggers. Even with this simple movement, Lightning could see how the blades in its arm and shoulder shifted to cut deeper into its body. The thing had to have been in outrageous amounts of pain!

Lightning had no time to think on that; she scrambled out of the way, relieved that it didn’t attempt to follow—

Snap!

She shrieked as thin teeth bit into her foreleg. The lizard-like creature, forgotten in the moment, shook its head violently. Lightning screamed and kicked as the snakes within its mouth sank their fangs into her flesh, and still she was tossed around like a rag doll. If this kept up, her leg would be ripped right off!

With one final hiss, the monster released. Lightning flew sideways to smack the raised edge of the roof and collapse to her side. She tried to stand, only to fall when her bleeding leg gave out. An intense burning ran up it, gradually seeping across her body and making her feel numb. Had she been poisoned? How could it be working so quickly?

“Celestia be damned, this isn’t happening!” She struggled to crawl away, tears on her cheeks and an image of her friends in her mind. Too soon, it was too soon! How was she supposed to face them in the afterlife if this was the best she could do?

The lizard was practically on her. It raised its claw, and Lightning braced for the blow…

Something black and green flew through the air, slamming into the creature’s side. Lightning jerked her face away, the swung claw going wild but still managing to nick her cheek. When she next looked up, the monster had turned its attention to its new assailant, a black pony with green…

No, that wasn’t a pony. She was as tall as an alicorn, perhaps even rivaling Celestia. The insect-like wings, the holes in her legs... Lightning gaped at the sight, realizing she had just been rescued by a changeling.

A changeling that clearly had no idea the bladed creature was towering behind her. She was backing away from the reptilian monster, which had raised its tail and began rattling its chains, but in so doing she was coming within range of those sharp blades! Even if changelings were the mortal enemies of Equestria, this one had just saved Lightning’s life, and she wasn’t about to let it die before she repaid the favor.

She tried to shout, but her voice came out hoarse. Realizing it had to be the poison at work, she tried to stand. Her legs wobbled, a terrible weakness washing over her, but Lightning refused to quit. Just as she managed to sit up, she saw the bladed monster raise its sharp appendage, readying to strike the changeling’s back even as the reptile lunged.

With all the energy she had left, Lightning reared her head back and forced the words out. “Behind you!”

What happened next proved beyond her understanding. The blades came down and the reptile reared back. At the exact same time, the changeling dove aside. The mace-like arm of the monster smashed into the shoulder of the lizard, sharp edges puncturing the scales and sending blood splurting. Then, before it could do anything else… the monster turned to stone. It started at its head and rapidly spread until the thing stood awkward and immobile before the lizard, which was itself now stuck.

An instant later, the changeling returned and delivered a strike that Lightning failed to see, though it had to have been somewhere in the lizard’s chest. The thing emitted a loud hiss, convulsed, and went limp. The two creatures held one another up, leaving a neat archway from which the changeling casually stepped out, blood still dripping from her hoof.

Lightning’s eyes met the changeling’s green irises. They stared at one another for a few seconds, the changeling solemn and she in awe. She raised her hoof to point and declared in a voice as frail as she felt,

“That. Was. Awesome.”

Then she collapsed.

Consciousness came gradually, sneaking up on Lightning so that it took time for her to even realize she was awake. She lay on her barrel, body sore and heavy. With some effort, she managed to pry open one eye.

She was on a bench in… the woods? No, the park. The world had somehow gone back to that strange, whitewashed, foggy appearance from when the nightmare had first begun. Slowly, she pressed her hooves to the cool wood and forced herself into a sitting position, emitting a long yawn.

“You’re right on time.”

Lightning spun around to face her foe, but her hoof landed on air and she toppled off the bench and onto the grass. She adamantly denied to herself that she’d just cried out in surprise. A battle cry? Yeah, that worked. Cheeks on fire, she righted herself and set her hooves to the bench, pulling her weary self up to glare at whoever had spoken.

The changeling. She sat in the grass on the other side of the path from Lightning, her manner composed and weary. Her gaze hung low and unfocused. “Of course you were. Everything’s happening just the way it was shown to me. Not that you’re aware of any of it.”

“Oookay.” Though her legs were still weak, and the one with the bite still throbbed a little, Lightning pulled herself back onto the bench and sat properly, which didn’t quite make her tall enough to match her mysterious benefactor. She thought about thanking the changeling, but chose to go with her gut instead. “Look, I appreciate what you did for me, but… aren’t changelings supposed to hate ponies?”

The changeling’s eyes met hers, but otherwise there was no change in her expression. “That’s what they say.”

“So why’d you save me?”

She considered the question, her hoof tracing circles in the pale grass. “Because what’s happening now is bigger than ponies against changelings. If Equestria falls to this madness, so do we.”

“Right.” Lightning decided not to press the issue. The changeling saved her, so she’d give her the benefit of the doubt… even if she had no intention of turning her back. “Who are you, anyway? And why are you in Manehattan?”

“Who am I?” The changeling’s brow furrowed and her lips curled back to reveal sharp fangs. Lightning stiffened, readying for an attack, but after a moment the creature relaxed. “Right. I forget, most ponies have never seen me. I am Chrysalis, Queen of the Changelings.”

In the back of her mind, Lightning was flying circles. Chrysalis, one of Equestria’s greatest enemies, in Manehattan! This was big news, and Lightning was the one who would take her down. At long last, ponies would know her name for something other than causing disasters everywhere she went!

In the open, Lightning kept her expression as straight as she could manage. “I thought Chrysalis had a horn.”

The supposed changeling queen winced and rubbed at her forehead. “I did until Discord took it.”

Lightning’s shoulders stiffened. “Discord? He’s not responsible for all of this… is he?”

“No.” Chrysalis sighed and turned away. “Discord is… gone. The Maw devoured him, the first victim of the nightmare that has taken over this island. Soon it will spread across all of Equestria.”

Warning sirens went off in Lightning’s skull. She hopped off the bench and lowered herself into a combative stance. “And how do you know so much, huh?”

Chrysalis glanced back at her with a disinterested frown. “You wouldn’t believe me. You won’t believe anything I tell you. I need to show you something, because your part in this is significant.”

For the briefest moment, Lightning felt her resolve weaken.

Then she stomped. It was with her sore leg, and the dull ache that the motion evoked snapped her back into the moment. “You can’t trick me that easily! You’re just trying to make me your tool, aren’t you?”

Chrysalis rounded on her, calmness replaced with viciousness. “We are all tools, little pony! We are being used, played with in order to further our demise! If we don’t act, and act soon, there won’t be an Equestria left to conquer. Your kind will all die, and mine will follow shortly after.”

She sat back, calm once more. “But I have seen what God is up to. It touched my mind just long enough to let me know everything that will happen, and I will stop it. That means keeping you alive and showing you what you need to see.”

Lightning sat back and heaved a sigh. “Lady, you’re making about as much sense as my great Uncle Yakko.”

“I know, I sound crazy.” Chrysalis shrugged. “I’d feel the same way were I in your horseshoes. But I know you’re going to come with me anyway.”

“Oh, no.” Lightning backed away, wings spread for flight. “Look, thanks for saving me and all that, but I’m not about to go wandering around with crazy changelings. Even if they can turn monsters to stone and… uh…” Her train of thought derailed as the events came back to her. “Wait a minute, you don’t have a horn. How’d you do that?”

The corner of Chrysalis’s lip turned up. “Would you believe me if I told you?”

With a groan, Lightning sat and rubbed her head with both hooves. “I dunno, maybe? Depends on what you say, I guess. I just wanna be able to do that, ’cause it was pretty sweet.”

Chrysalis gestured down the path. “Walk with me, and I’ll tell you what I know.”

Lightning’s shoulders slumped. She eyed the changeling queen, then the direction she’d indicated. She had to admit, learning how to kill one of those lizard monsters in one hit did sound appealing, not to mention turning threats to stone. But if she went with her, didn’t that mean she was letting herself be used?

Maybe it didn’t. After all, just walking with Chrysalis didn’t make her a traitor, and she could always refuse to do whatever it was the changeling queen would ultimately ask of her. What harm would it do?

Lightning nodded, but pointed down the path. “You first. I’m not letting you out of my sight.”

Again with that sly smile. Lightning wanted to knock it off her smug face, but resisted the urge when Chrysalis did as she was told.

Settling behind the changeling, she grumbled, “Okay, we’re walkin’, so start talkin’.”

Chrysalis glanced back, still smiling. “I knew you would be, but it is still strange to see you so willing, Miss Dust. After all, I am the ‘arch-enemy’ of Equestria.”

“You saved my life, I spare yours,” Lightning replied, making sure to add some bite to her tone.

Chrysalis huffed a short laugh before facing forward once more. She led Lightning through the park, passing by the first intersection without so much as a pause to check her directions. “Well, you wanted to know how I defeated those monsters?”

“That’s right.” A thought occurred to Lightning, prompting her to add, “And you better tell the truth!”

“Hmm…” Chrysalis’s tail flicked, and Lightning was sure the changeling was smiling. “And how would you know if I didn’t?”

Lightning grimaced; the dang bug had a point.

Before she could come up with a counter, Chrysalis said, “The lizard-like creature has a second head that is on its chest region, unseen most of the time because of the monster’s low gait. Anything that looks into the eyes of that head turns to stone. It’s just like a cockatrice.”

Trying to picture a monster with a head on its chest in addition to its normal one was tricky, but Lightning had seen enough crazy today that she wasn’t about to refute it. She closed her eyes and tried to picture the last few seconds before she’d collapsed. “So… you tricked the bladed monster into looking at the chest-head's eyes?”

“Exactly.” Chrysalis offered a fanged grin from over her shoulder. She almost looked proud. “And while it was being turned to stone, I stepped in and attack the monster’s tender spot, which happens to be that head. One blow is all it takes.”

“That sounds… easy.” Lightning brushed her amber mane back and looked at the empty sky through leafless trees. “If you can find a way to get the thing to rear back without looking at it, that’s not hard at all. But how did you know about it?”

Chrysalis turned down a new path, taking them deeper into the park. “I know a lot of things, Miss Dust. The knowledge was given to me in the hopes that I could put an end to all of this.”

There were many things that Lightning was willing to accept at the moment, but that? “I’m calling bull. Everypony knows you’re a bad guy. Er… girl. The villain. So why the hay would anypony give you the secret to this whatever it is?”

“He didn’t exactly have a lot of options.”

“He who?”

“Nevermid.”

“Oh, no!” Lightning moved a little closer, trying to get the much taller changeling to acknowledge her peering gaze. “You’re not getting out of it that easy. Tell me!”

Chrysalis shook her head. “I don’t tell you.”

“I’m not going to stand for… Wait, ‘don’t’ tell me? You mean ‘won’t’, right?”

The changeling’s steps slowed. She heaved a long sigh. “No, Miss Dust, I don’t. I have seen these events, and I know that I will not tell you where I got my information, regardless of my intentions. In the same way, I know that I will be the one leaving you, not the other way around, and you are about to ask about the poison.”

Lightning’s head rose, her ears perking. “No I’m not! I have absolutely nothing to ask about… Wait… Why didn’t that poison kill me?” She paused, then whacked herself over the head a few times. “Stupid, stupid, stupid!”

A sly grin spread across Chrysalis’s face. “Because it wasn’t lethal. The venom is simply meant to knock you out and make you easy prey. They think you taste better alive.”

Shivers ran up Lightning’s back as she imagined being eaten by one of those ugly lizard things. “I didn’t need to know that.”

Chrysalis was quiet for a moment, and Lightning chose to let it be. After all, she still had that image in her head, and she wanted to focus on thinking about happier things. Like… not being here.

“There is something else you need to know.”

The somber tone caught Lightning’s attention. Chrysalis was facing forward once more, her expression grim. She wondered if she shouldn’t ignore the changeling. Hay, maybe she should just turn around and leave; that would prove her whole ‘I know everything’ story false, now wouldn’t it?

Curiosity got the better of her, to her frustration. “And what’s that? You gonna tell me how to get out of here?”

“There is no getting out,” her unwelcome companion replied. “The Pale will never let us go, and when the Maw decides to return we will once again be thrust into the Veil.”

Lightning cocked her head, barely noticing as they turned another corner in the path. “There are sounds coming out of your mouth, but they’re not making any sense.”

Chrysalis paused, her head held high and her tone commanding. “Then let me say something understandable: it’s almost time to meet an old enemy of yours.”

A shot of alarm ran through Lightning, but when she looked ahead she saw nopony. What she did see was a long, arched tunnel leading into the… forest? No hill stood before them, and yet looking inside the great opening gave the impression of a deep underground passage. On either side of the opening, the trees came to an abrupt stop; everything beyond was darkness. And yet, when she looked over the tunnel beyond, she could make out the towering buildings of Manehattan.

“What the—” She shook her head and stared a little more. “How in the—” Another shake, this time with a few whacks on the forehead for good measure. It didn’t matter; a sheer defiance of logic still stood in their path. “What’s going on?”

Chrysalis watched the scene, a slight twitch of her lips betraying her amusement. “Reality knows no bounds here. For the Pale and the Veil, time and space are meaningless. To reach our destination, we must take a brief detour.”

“I’m pretty sure I don’t want to.” Lightning took a few steps back, her wings giving a weak flap. “Why don’t we just go over?”

“You are free to try,” Chrysalis replied with a wave of her leg.

Lightning scoffed and kicked the dirt. “Try? What’s that supposed to mean? I’ll have you know I went to—”

“You were expelled.”

The words squeezed her heart so hard Lightning thought she heard it crunch. “I-I still went there. How’d you know about that, anyway?”

“You—”

“—wouldn’t believe you, right.” With a roll of her eyes, Lightning spread her wings and lowered to a launch position. “Come on, I’m not entering no spooky tunnel!” She jumped, flapped…

The ground rushed to meet her. With a yelp, Lightning tried flapping harder, but a soreness ran through her bones that prevented her from doing much. At least she was able to recover enough to not face plant and look like a foal.

“What the hay?” A glance at her wings showed nothing wrong, but the soreness came back with every test flap. “What happened to my wings?”

Chrysalis had already turned back to the tunnel. “The lizard creature’s venom is also a paralytic. The effects haven’t worn out quite yet.”

“No.” Lightning hopped, arching her back and flapping her wings, but now that she really paid attention she could feel the sluggishness of their movements. “No, no, no! I gotta be able to fly!”

“Give it an hour, you’ll be back to normal.” Chrysalis glanced back as Lightning tried a few more desperate hops. “Oh, calm down! I think you’ll survive.”

Lightning didn’t stop trying, hopping in small circles and grunting with effort. “Have you seen the things roaming around here lately? Stupid wings, work!”

A dark hoof reached out to press on the small of her back, forcing her to stay on the ground. “We’re in the Pale, not the Veil. We won’t encounter any monsters. Now come, we need to go.”

“No way!” Lightning tried swiping the hoof away, but Chrysalis was already walking for the tunnel. “Why should I go with you? Hey, I’m talking to you!”

She stood alone, glaring after the changeling queen. She tried to tell herself that it was better this way; let the dumb bug go about her business while she did more important things!

But then, Chrysalis could be responsible for all of this.

More reason not to go with her! It was probably a trap.

Her mind made up, Lightning turned away… and stared at the world. Everything was coated in a pallor that made it all seem so unnatural. The trees appeared more like paper cutouts, their branches little more than scribblings cut from cardboard to appear real. They were trees, they were real, but with the diffusion of colors…

And the darkness. That’s all that existed overhead, nothing but black. It loomed in every direction, as if a great beast had blotted out the sky, or perhaps somepony had plucked all the stars and the moon from Princess Luna’s night. Lightning’s couldn’t even be certain it was night.

No wind blew. Leaves were scattered all over the path, but each remained solidly grounded. Lightning had to nudge a few off the dirt just to make sure they were real and not sketched into the ground like an artist’s drawing.

This place was unnatural. The pale colors disturbed, the dark sky pressed in, and Lightning suddenly felt very small. She gave a feeble flap of her wings, but that only served to remind her that she was ground bound. Chrysalis had said that no monsters roamed the Pale… which this had to be, seeing how everything looked. Even so, it all felt so wrong.

Her leg rose as she took another look around. “Is anypony out there?”

Nothing. The world was as silent as a void.

Her ears folded back, her tail tucked in. She tried to take a step, but couldn’t bring herself to. So she just stood and stared down the path that seemed to go on forever. If she walked that way, where would she end up? Would she be trapped in this limbo forever, amongst the perfectly still trees and the endless silence and the nothingness?

Nothingness.

Nothing but nothing.

Forever.

She looked back. Chrysalis had entered the tunnel and hadn’t stopped walking. Sure, there were walls and Lightning couldn’t see where the tunnel ended from here, but somehow it still seemed less… claustrophobic? Not the right word. Lightning didn't know what the word was, she just knew that being out here alone and without working wings felt incredibly wrong.

So, with head hanging low, she followed after the accursed bug. Maybe she was the enemy, and maybe Lightning was falling right into her scheme, but she could handle herself against whatever Chrysalis had in mind. Chrysalis was physical, apparent, real. She could deal with something real. She couldn’t deal with… this Pale.

Chrysalis glanced back when she came within a few steps of her. “Welcome back.”

Lightning jerked her head up and walked tall, her expression firm and her ears perked. “I didn’t think it was smart, letting you get away so easily.”

“Of course.”

Although it took a lot of teeth grinding, Lightning resisted the urge to snap. The last thing she wanted was to give the bug the satisfaction of an outburst. She was in control here, and she wanted to make absolutely sure Chrysalis knew that. All that talk about fate and whatever wouldn’t deter her.

The tunnel formed a neat arch over their heads, and their hoofsteps echoed loudly in all directions. The walls and ceiling were crafted of brick; she knew nothing about construction, but Lightning still had to admire the craftsmanship. Not one brick was out of place; the deterioration and ruin that had taken over Manehattan didn’t seem to have touched the tunnel. Had it somehow escaped the effects, or had it simply been built to last?

Come to think of it… “Where did this tunnel come from? I was raised in Manehattan, and I can tell you for certain that there’s nothing like this on the island.”

Chrysalis closed her eyes, brow furrowing as she thought. “Let’s see… I think… Got it. It’s the Chaser Belle Tunnel from Vieux le Rênes.”

Lightning’s jaw dropped, but she recovered quickly with a shake of her head. “Yeah, sure. That’s way down on the southern coastline. How the heck is it supposed to be here?”

“You don’t understand anything I’ve told you so far, do you?”

There had been no mockery in Chrysalis’s tone, but Lightning still let out a small growl. “Or maybe I don’t trust you to tell me the truth.”

The small smile returned to Chrysalis’s lips, though she still didn’t look to Lightning. “I don’t particularly care if you trust me or not. You came, as I knew you would.”

“Right.” If she weren’t a super powerful alicorn changeling queen…

Wait. Lightning took a closer look, confirming that Chrysalis indeed did not have a horn. What had she said about losing it? Discord. She’d never met the guy, but from what she’d heard, it wasn’t unbelievable. This was still Chrysalis, though. Perhaps she’d simply shape-shifted the horn away. She’d heard that changelings could make themselves look like earth ponies or pegasi but retain their magic, this could be similar.

“There she is.”

Chrysalis’s words jarred Lightning from her thoughts. She looked to the changeling, then followed her gaze to something just ahead. She realized it was a pony lying in the corner. There was nothing else around the body but barren tunnel, stretching on forever. When Chrysalis made no attempt to approach, Lightning trotted closer. After all, the pony could need help.

It was only when she was a few paces away that she noticed the blood pooling beneath the pony. With the pallid colors of the world, Lightning didn’t recognize the pony’s until she was on top of her: blue with a rainbow mane. With comprehension came a tightening in the throat. Lightning found herself frozen by indecision, gaping at the body of a mare she’d come to respect… and fear. She’d always known she’d have to have this meeting.

This was not how she’d imagined it happening.

She looked back. Chrysalis merely watched, her eyelids low and her manner calm. Realizing she would have to do this on her own, she took a deep breath and leaned over the body. Rainbow Dash was still breathing, but there was an unpleasant hiss with every intake of air. Carefully, letting the blood get on her hooves, she began turning Rainbow over.

Thin cuts covered Rainbow’s chest, barrel and legs. There was no sign of the weapon responsible. Blood seeped from them in thin streams. Rainbow hacked, doubling forward as Lightning tried to hold her steady.

“Easy. Easy there, Rainbow. H-hold still.”

The fit passed. Rainbow fell back into Lightning’s waiting leg and stared up with a tired, lost gaze. When she spoke, her voice came out in a feeble rasp. “L… Lightning? Is that you?”

“Yeah.” Lightning tried to smile. She had no idea if she’d succeeded. “Not how I wanted our re-acquaintance to go, believe me. Rainbow… what happened to you?”

Rainbow continued to stare at her, and for a moment Lightning wondered if she’d even heard the question. But then Rainbow tried to lift herself up, face contorted in a grimace. She wrapped a hoof around Lightning’s shoulder and struggled.

Lightning pushed her down with ease. “Calm down! You’re hurt. Let me—”

“No buck, I’m hurt!” Rainbow hissed and let herself collapse once more. “How could you ask that? What happened? You happened!”

The words faded from Lightning’s lips, eventually replaced with a, “What?”

For how quiet they were, Rainbow’s words held abundant malice. “How c-could you do it? We trusted you. We all trusted you. Lu—” A fresh fit of hacking struck, but still she tried to find the words. “Luna… She tried to… And… If you hadn’t… Luna…”

The coughing took control. Lightning could do nothing save hold on tight and try to keep her from doubling over again. Her mind roiled with questions and harsh realities as Rainbow’s blood seeped into her coat. So many things to say, so many things to do, and now she was going to miss her chance. Her heart throbbed, her eyes burned, her stomach boiled.

“Rainbow,” she whispered through the pony’s hacking. “I’m sorry. I… I meant to tell you before. I’m so sorry!”

A few words slipped between choked coughs. “Oh, y— You’re… sorry. Sorry… Sorry! Not good…” Rainbow could squeeze no more words out.

Lightning held Rainbow close and trembled with the convulsions. “Tell me who did this. I’ll make them pay. I swear in Celestia’s name, I will.”

Rainbow’s body shook. She clutched at Lightning’s shoulder and pressed her muzzle to her ear. For a few agonizing seconds, all she heard was the weak, raspy breaths of a pony she’d once hated.

At last, Rainbow managed a whisper that, even from this distance, Lightning barely head.

“You… jerk…”

With a final, pained sigh, Rainbow went still. Her body sagged against Lightning’s, heavy and loose. Lightning simply held her, mind numb and eyes wide. She stared at the bricks only inches from her muzzle, fighting to process what had just happened. Her thoughts retreated to another terrible day, a day of shame and disappointment and anger.

And I get that you want to be the best. So do I! But you’re going about it the wrong way.

“What’s the right way?” Lightning shook Rainbow, her body flopped about loosely. “Please, tell me. What’s the right way?”

No answers came. Rainbow’s head rolled back like a mannequin.

Lightning pressed her forehead to Rainbow’s chest, her tears mixing with the blood. Her voice came out frail. “That’s all I wanted from you. I’m sorry I didn’t have the guts to ask. Just tell me. Please… I need to be better.”

Something touched her shoulder. She whipped her head up, but Chrysalis’s expression was somber, calm… and understanding. Lightning didn’t want to accept it, or to acknowledge it. She was Chrysalis, Equestria’s greatest enemy! Yet at the moment, with her heart bleeding so, Lightning wasn’t sure she cared.

Rainbow was a hero. She deserved more than this, but Lightning knew she was in no position to offer anything else. So, heart heavy, she turned back to the body. She laid Rainbow down as gently as she could, then stood up and stepped back. Eyes set upon that still blue face, she asked, “Why did you bring me here?”

Chrysalis didn’t answer at first, not until Lightning turned to face her. “We have stepped into a future event, separate from when we were before. When we exit the tunnel, we will be back in our own present.”

Lightning cocked her head. “So…”

“You stop it.”

Her eyes growing as big as saucers, Lightning spun about to gape at Rainbow’s body. “Y-you mean, I can go back in time and save her? How?”

“Not can, will.” Chrysalis turned away from her. “It was important that you see these events. If you hadn’t seen this, you would not have understood. Rainbow won’t be the first to die, nor will she be the last, but when you interfere with events, Equestria will be saved.”

Lightning whipped around to glare at her. “You didn’t answer my question. How do I save her?”

A hoof obscured part of Chrysalis’s face as she spoke, her words solemn. “Rainbow spoke of Princess Luna.”

There could be no disguising the eagerness in Lightning’s voice. “Yeah?”

Chrysalis’s sharp eyes turned to her. “Luna is responsible. For everything. This is all her fault, and she must be stopped.”

“Luna.” Lightning tested the name on her lips… then furrowed her brow. “Luna?”

“She’s not yet aware of what she’s going to do, or why,” Chrysalis continued. “But make no mistake, she is responsible. And you, Lightning Dust, are going to be there to ensure she fails.”

“That doesn’t make any sense!” Lightning swung a threatening hoof, her lips pulled back to bare her teeth. “What do you think I am, stupid? Princess Luna’s reformed, one of the good guys, as in not Nightmare Moon! This is a damn changeling plot to get me to betray Equestria, isn’t it?”

Chrysalis’s hoof came down in a stomp that echoed throughout the tunnel. “Whether you believe me or not is of no consequence! The proof is before your eyes, and as time passes you will begin to doubt. I know you’re going to kill her.”

“Kill her?” Lightning dropped to an aggressive pose, wings spread wide. “You insensitive witch, you’re trying to set me up! How do I know it wasn’t you who killed Rainbow, huh? Come to think of it, how else would you have known exactly where to go to find her?”

Chrysalis backed away, lips curled into a scowl. “Everything is as it was shown to me. I know things will go the right way. For the sake of our existence in this world, you will kill Luna. Take comfort in the knowledge that you’ll be hailed as a hero for doing so.”

She turned and galloped away, but Lightning let out a shout and gave chase. “Come back here! I’m not letting you get away! Try to make a foal out of me, will you?”

Despite her burst of speed, Lightning quickly realized she’d never catch Chrysalis. Whatever had been in that lizard’s fangs still left her sluggish, and her quarry was already making distance from her. She tried jumping and spreading her wings, but didn’t get more than a few beats in before she was forced to land. With a growl, she poured as much energy into her leaden hooves as she could muster.

Yet even as the bricks flew past and Chrysalis moved farther away, a voice in the back of Lightning’s head told her that something wasn’t right with this situation. Chrysalis clearly had the advantage, so why run away? Perhaps it was an ambush. No… If Chrysalis wanted her dead or captured, why go through the trouble of saving her life and bringing her into this tunnel?

Could it be that she’d done all she’d intended to do? Maybe Chrysalis really had just wanted her to see Rainbow before her death.

But why? Lightning didn’t buy her crazy story for even a moment, but that still left her entirely clueless…

Chrysalis was getting away. Lightning’s scream echoed through the tunnel, hurting her ears. An end was in sight, and if Chrysalis got there first she’d most certainly escape. Lightning had no choice but to keep running, cursing under her breath as the changeling queen fled out the other side and disappeared around the corner.

Lightning couldn’t stop. Rainbow was dead, and somepony had to pay for that! Chrysalis couldn’t be allowed to escape; guilty or not, she’d known Rainbow was there and did nothing to help her. That made her responsible, and Lightning would teach her a lesson she’d not soon forget.

If she could catch the stupid bug!

Despite the black sky, the brightness of the world outside the tunnel nearly blinded her. Ahe scrambled into her turn and bolted in the direction she’d seen Chrysalis move. When her vision cleared she nearly tripped in her surprise; they were now in the city, skyscrapers towering over her head. Her brain choked on this revelation, for she knew there was no way that tunnel could have taken her so far. Even if it could, Manehattan had no tunnels!

A flash of pale green in the distance. Chrysalis! Lightning thanked Luna’s lucky stars and pushed more energy into her legs, covering the distance quickly and turning the corner. She made it just in time to see the bug’s green tail whip around another corner.

Even as she huffed and growled and grunted her anger, Lightning realized the peculiarity of her surroundings; namely, in that there wasn’t a soul in sight. Where had all the city’s denizens gone? Even if the majority had died – a grim probability – shouldn’t their bodies be here?

Despite the steady gallop, Lightning didn’t wear out. Instead, she felt her energy gradually returning. It could only mean the poison was finally wearing out. Her thoughts on Rainbow Dash, she pushed more and more of the renewed energy into her legs, every hoof fall a thunderclap in her ears. She could do it, she could catch Chrysalis! Surely she’d be able to fly soon, all she had to do was keep the changeling within her sights…

Comprehension struck as she turned another corner; Chrysalis had wings. Why wasn’t she flying away? She could have easily lost Lightning from the very beginning if she’d just taken to the air. At the same moment that she realized she’d lost track of Chrysalis, another thought struck: she had been led. Chrysalis wanted her to come this way.

Dust flew into the air as Lightning slid to a stop on the roadway, her heart pounding and her head swiveling about. There was no sign of the changeling queen anywhere, but that was of no comfort. She was here for a reason – had been lured here for a reason – and knew that Chrysalis wouldn’t have disappeared unless there was something for her to see. What was the accursed bug trying to do?

Nothing caught her eye. The street was empty save for crumbled bits of debris. Once more, Lightning found herself alone amidst a pale world of feeble colors and utter quiet. Above her, the sky remained as unpleasantly dark and empty as before.

A fire built up inside Lightning, familiar and vile, until she released a shriek at the sky. “Damn you, why did you bring me here?!”

She huffed, legs spread and eyes sharp, for some time. No response ever came. Rainbow’s vengeance would have to wait.

Snarling under her breath, Lightning stomped down the street, kicking at random bits of rock and other items. She bucked a parcel pickup bin so hard her hooves made an imprinted dint in the metal. Still, it didn’t feel like enough. She halfway wished the Veil or whatever Chrysalis called it would come back so she’d have something to properly take her anger out on.

It wasn’t until she stepped around a building onto another street that she saw the body. A pony lay crumbled by a dark alley in a pool of blood. All fury vanished from Lightning as the desire to help somepony, anypony sent her galloping for the individual.

What she found nearly made her vomit.

The mare’s pink coat had been stripped off in small squares in various places, leaving the muscles exposed to the elements. It appeared almost as if something had cut her hide away to patch up something else. Lightning couldn’t imagine how painful that must have been. She hoped, dearly, that those had been made after the hole in her throat.

Lightning sat by the lifeless body, her heart sinking into her hooves. She wondered if this was what Chrysalis had brought her here for. But why? Was this another pony she was meant to save? She abandoned the thought as soon as it occurred, for it gave credence to Chrysalis’s crazy tale. Even so, she tried to memorize the mare’s wide-eyed, lifeless face. She bent down and closed her eyes, repressing a shiver when she felt how cold the mare was.

“I wish you had a name,” she whispered. “There must be somepony out there who cared about you, right? I wish I could let them know.”

After a moment, she turned her attention to the mare’s flank. Her cutie mark had been spared the gruesome cutaway work. “Three buttons. I… I guess that’ll have to do. I’m sorry I didn’t get here fast enough, Buttons.”

She turned away from the body, grim determination filling her. Now more than ever, she wanted to find a way out. She couldn’t rescue Manehattan on her own, but if she could just alert somepony who could...

It took a few seconds for her to notice. She perked her ears, listening for any sound, but nothing came. She sucked in a deep breath, but couldn’t hear herself perform the act.

Then she noticed the fresh cracks forming in the street. Her heart began to pound as horrible comprehension came to her: the darkness was returning. She watched in wide-eyed muteness as the already deteriorated city began to crumble even more: the sidewalk twisted as the concrete cracked, a wagon collapsed as its axles snapped, bricks cascaded from a three story wall that appeared on the verge of crumbling.

Then, the claws struck; thin, invisible things in her mind’s eye that tore at her brain and scratched grooves on the inside of her skull. She fell to her knees as a vile taste filled her mouth, like she’d just bitten into rotten flesh. She wanted so very much to throw up, if only to get something marginally less foul on her tongue, but nothing came no matter how much her insides twisted. With no other option, she buried her head in her hooves and issued a silent scream—

She jumped when sound returned, including her own ear-splitting shriek. The sickness faded before she knew it, and already the scratching in her brain was gone. Panting, wings slack, she took a look around.

If Manehatten had appeared broken down before, now it appeared downright dilapidated. Some walls had collapsed, the road was little more than a collection of potholes, and dust caked everything. When Lightning looked up, she was frustrated to discover that the sickly yellow overcast had returned, drenching the entire city in dull browns and grays.

Snap.

Lightning spun about, settling into an attack posture. She saw nothing. Perhaps it had come from the alley?

Snap.

Her breath caught in her throat; the body had moved. Was the pony somehow still alive? No, she couldn’t be. She had a massive hole in her throat!

A spasm rocked the corpse, making Lightning jump back. She watched in gaping, breathless silence as, with a sickening pop, the head snapped around to stare at her with wide, brown eyes. Then, with another series of cracks and pops, the neck stretched until it was nearly three times as long.

“What. The. Buck.”

Lightning took a couple more steps back as the pony’s legs began to throb, then convulse and vibrate. It’s body stretched into an unnaturally long shape, she skin growing taut, then breaking around the pre-existing holes with an audible rip that left Lightning’s stomach churning. Muscle and sinew were freshly exposed, blood oozing out in a slow, congealed mess.

She winced as hundreds of small needles abruptly broke free from the mare’s lengthened barrel. The needles clawed and scratched at the air like the legs of a centipede, their motions generating a soft storm of clicks.

The forelegs snapped into unnaturally high positions on the shoulders, then they began to shrink back on themselves like accordions. The flesh folded, then began to grow taught as large chunks fell off.

Lightning couldn’t bring herself to look away. It was horrifying, but at the same time, fascinating. Was this what Chrysalis had wanted her to see? But why would a pony turn into—

Her heart froze as new ideas swam over her. All the monsters she’d seen so far, and the lack of bodies in the streets… The world had been creepy with the Pale, but it had also been calm. Now, in this “Veil,” everything was dark, decrepit and rotten. Maybe she was grasping at straws, but if it had such drastic effects on inanimate things, and a pony died…

Had every monster she’d seen in Manehattan once been a pony? Then when Chrysalis had killed those two monsters earlier, she’d…

Cli-click, cli-click, cli-click.

The monster had arisen, its tiny needles acting like legs just as she supposed. Its skin remained taught all over its still-growing body, and its forelegs were now short, thin arms of what appeared to be thread. Lightning was just in time to see a trio of long, thin, scissor-like blades grow out of each like terrible, makeshift fingers. Though the transformation didn’t appear complete, the thing was already reaching for Lightning.

Lightning hardly noticed. Something far more important, far more terrible, had reached her struggling mind:

“Rainbow.”

She launched, her wings managing at last to carry her into the waiting skies. Heart slamming against her ribcage, Lightning left the pony-turned-abomination behind with ease and tried to backtrack. It wasn’t easy; with the city so dark and much of what she’d seen before lost in the renewed deterioration, recalling her path seemed outright impossible. She cursed under her breath again and again, trying to push as much speed into her flight as she could.

Manehattan stirred. Where there had once been empty streets, now there came movement. The creatures were back, crawling and hopping and rolling from corners, alleys and doorways as if they’d merely gone into hiding. The implications brought that cold feeling back to Lightning’s stomach.

At last, she found the tunnel. It appeared right out of a massive skyscraper, chunks of brick and mortar littering the area from the structure’s rapid physical decline. Lightning had no time to try to make sense of this arrangement, casting the impossibility aside as she dove for the tunnel entrance.

The interior of the tunnel was covered in debris, mostly consisting of piles of bricks that had broken loose from the ceiling and walls. The space was still more than large enough for a half dozen pegasi to fly through, and she covered the distance in short order.

“Please still be there, please still be there, please…”

Even in the gloom, Lightning saw it long before arriving. When she did, her heart shattered.

It stood just a few short feet away from a large bloodstain on the floor. It possessed a wide grey skirt that seemed to constantly ripple, conveying it forward at a painfully slow pace. Its upper body was like a thin minotaur, gaunt but muscular, and wrapped in what Lightning thought were bandages. A bald head turned to her, revealing a plain white mask that obscured all its features and possessed holes only for the eyes, which shined a bright red.

On its back stood two pairs of what might have been wings, but no feathers decorated those thin limbs. Instead, its plumage consisted of thin, razor-like blades. The creature raised its hands to reveal not fingers, but long, thin, whip-like tentacles that fanned out like the tails of morbid peacocks. One of those hands swung wide, the whipcord tentacles slashing through the air loudly, but they didn’t quite have the reach to snag Lightning.

Throat dry, eyes stinging, Lightning backed away slowly. “R-Rainbow? Is… Is that you?”

She perked her ears.

She was rewarded with the faintest of whispers that echoed through the tunnel, too quiet and distorted to be discernible. The sound dug into her eardrums like little needles. Was it her imagination, or was there something desperate in the sound?

The monster tried to approach, but it appeared capable of only a pathetic, crawling pace. It blade-encrusted wings flapped a few times pointlessly as it stretched out its arms for her, but the tentacle-fingers hung limp and lifeless.

Another step back. “Rainbow. Please. You’ve gotta be in there.”

More whispers. A hand whipped tentacles at her again. They came close enough that she felt the wind of their passing.

Maybe it wasn’t Rainbow.

“Y-you’re not her, right?”

Maybe.

She hopped back as the fingers flew for her once more.

“What I saw was just a… a-a fluke. A freak incident. You’re not Rainbow.”

The whispers dug deeper into her skull, eating away at her confidence. Lightning’s legs wobbled as she backed away even more. She looked to the bloodstain in the corner. She silently begged for there to be some sign of a body.

There was none.

A hand snapped backwards before swinging, causing the tentacles to crack like whips.

Lightning closed her eyes. If this was Rainbow…

Rainbow won’t be the first to die, nor will she be the last, but when you interfere with events, Equestria will be saved.

Pushing forward with her wings, Lightning leapt back and hovered just off the ground. The creature leaned to glare at her through those thin slits, the whispers growing louder. It thrashed and swung its arms wildly, as if desperate to catch her. The thin tentacles arched through the darkness, buzzing and cracking in a frenzy.

“There might be a chance,” Lightning said, not caring whether the thing could understand her or not. “I’m not about to believe anything that bug says, but if there’s a chance, I’ll take it.”

She turned and flew away, wings pumping with her renewed determination. “I’ll find a way, Rainbow. I promise!”

She darted out of the tunnel and into the tortured yellow sky, ready to begin her search for a changeling queen.

Author's Note

I've decided to add a 'Monster Glossary' chapter for the sake of defining the monsters that appear in-story. I'll be making the first entry shortly. A warning for all of you: don't read the glossary if you don't want spoilers!

Conception – Princess Luna

To any ordinary pony, the night sky was little more than inky blackness and twinkling stars. Beautiful, of course, and vast, but still just stars and blackness.

Luna saw something else entirely. The magic of dreamweaving allowed her to see millions of tiny threads that danced majestically through the air to their own inaudible tunes. As she stood upon the tallest tower of Canterlot Castle, she witnessed a sea of colors, ever changing, ever shifting, swaying and waving and telling an untold number of stories. Every thread possessed its own reason and rhyme, rising up from the slumbering heads of sleeping ponies and stretching up, up, up, forever up, until at last touching the surface of the moon.

Tonight, that moon was new, black and invisible to any save Luna herself. The result was the appearance of a great river of colors flowing endlessly into a hole of perfect nothingness, dancing their way to oblivion. Equestria was the sea, but all of the sea flowed in one direction, interweaving to create something glorious. She was tempted to send a wave of her magic through the dream lines, a trick and personal secret she’d discovered long ago that would make those lines visible to even the least magically gifted of ponies.

They had come to be known as the auroras.

No, there would be no aurora tonight. Luna was always cautious as to when to produce them; too often and they would become redundant, glorious as they were. Besides, she had no time to play. The worst nightmares always came just after sunset, and she was determined to stop them as early as possible.

With this in mind, Luna closed her eyes so as to see the ever-changing lines more clearly. Every piece was inspected carefully, the colors that threaded through her mental hooves telling stories that could be wondrous or terrible to behold. Calm blues, cheerful greens, anxious yellows and passionate pinks swirled past her on route to their destination, all speaking to her in a magic very few were blessed to understand. Luna couldn’t resist a smile; tonight, it seemed, was going to be an easy one. Only a small number of reds, and those were so dim as to be little more than a passing spook or two.

Yet as pleasant a sight as this was, Luna knew that somewhere in this chaotic carpet of infinite hues would be hidden some pulsing, lashing crimsons, irradiating fear and anger and loss. It was these she sought out every night in her eternal quest to stamp out the horrors of the mind. In all her many years, she’d not gone a single night without encountering the terrors, and the peaceful scene before her failed to pacify her devotion.

Canterlot, it seemed, was peaceful. And so, with but a little extra concentration, she expanded her ethereal search in all directions. More lines, greater waves, vast oceans of colors spread out before her ever widening awareness. Across the empty fields lay vast expanses of black where no pony lived to dream. In other great landscapes she would find but a small patch of lines rising on their own amidst a plateau of darkness, sometimes a tiny village, at times even a small household struggling in the wilderness. There were isolated souls and great gatherings, each line as interesting to Luna as every other. She wove their dream lines like threads, examining each and every one with the speed of practice and magical awareness.

The bad dreams appeared, sometimes in isolated incidents, sometimes in small clusters where the nightmare had spread from line to line. She followed each of these crimson tendrils back to their source, and from there she could enter the dreams themselves. Demons to slay, friends to rescue, lives to rebuild. Every creature, be it a pony or a griffon or even a dragon, was a slave to their own mind.

But with the right words and the proper display, all could be made right in their world.

There were few pleasures in Luna’s life to match the happy faces of the creatures she met in dreams. Be it appreciation for a rescue or dawning comprehension of a lesson learned, few met her assistance with anything less than joy. Every night she met more ponies, and every morning more awoke with a greater appreciation of her hard work and devotion. They rewarded her with loyalty and kindness, and so Luna rediscovered the sheer delight of helping others. Celestia could garner affection and loyalty with laws, acts of charity and generosity, but Luna touched their very souls.

Could there be anything more satisfying?

What seemed like hours to Luna had only been one in the real world, or so she suspected. Another wonderful thing about dreams what that they compressed so much into so little. Already she’d interacted with over a dozen ponies, four griffons, a minotaur and even a diamond dog – the latter of which was rather exasperating. Her mental journey was reaching the farthest edges of Equestria, and the limits of her abilities. She would have to start channeling the power of the moon itself if she was to go much farther. Rarely did she do such a thing; while the citizens of Equestria enjoyed her aid, those outside the nation’s borders tended to worry less about nightmares and more about ‘spying.’

But she wasn’t done yet. A few locales remained, those on the very edge of Equestria’s borders. Las Pegasus in the west, Seaddle to the northwest, Appleloosa in the south, Vieux le Rênes in the southeast, and in the northeast…

In the physical world, Luna frowned. There should be a great river of color from Manehattan, just like any other city, but it was absent. It was as though one of the largest cities in Equestria had absolutely no sleeping citizen tonight, which Luna knew to be a statistical impossibility. Never before had she seen an entire cityscape just… disappear from her dream sight.

Worry itched at Luna’s insides as she contemplated the potential causes of such a thing. The worst case scenario that she could think of would involve some gargantuan disaster that wiped the entire city off the face of the world. It wouldn’t have been the first time – the Crystal Empire came to mind, and with it came a fresh horror of the possibilities.

Her first thought was to investigate more closely, but Luna was not so foolish as to go in unprepared. She began by closing off her ethereal search and giving her mental body a more true-to-life form. She would have to depart from Canterlot again, but she felt that the greater precision this would afford her was necessary.

“Star Strike.”

The night guard, one of half a dozen who always remained hidden nearby when she went on nightmare patrol, failed to hide his surprise. “Yes, your majesty?”

“I have discovered something… disturbing. Go, wake my sister. Have her come to see me immediately. I will be investigating this further.”

“As you say, princess.”

Comfortable in the knowledge that Celestia would soon be there to snap her from the dreamweaving trance if needed, Luna turned her attention back to the task at hoof. Her ethereal self approached the city, naught but a whisper in the night, merely a vague concept to the minds and eyes of awake ponies. The journey took seconds, for movement in this state was purely a matter of the mind. She saw nothing of the physical landscape – if she deigned to open her eyes, she would have merely observed the same Canterlot view as was before her in real world. Instead, she followed the dancing waves of dream lines, using a mental map and years of practice as her guide. The route by now was little more than rote memory, unhindered by the sheer absence of what would normally be a rising stream of brilliant, multihued imagination.

When she arrived before the region she knew to be Manehattan, she could see nothing but darkness. Even so, she felt the wrongness: a noxious anxiety that filled the non-atmosphere of this plane of existence. Her physical body recoiled from sensations of dread, anger, pain and sheer loathing that pushed towards her. The mode of contact was familiar for a dreamweaver, but the intensity was reserved for only the most vile of night terrors. And yet, as far as she could detect, nopony was dreaming.

Luna scowled at the blackness. Possibilities swam through her mind, dismissed one at a time as she considered all the options available. Whatever caused these intense emotions, it did not appear to be actively attacking her. It was more akin to an aura, a constant, lingering ball of emotion that did not move yet affected a great area. From this she theorized that she was experiencing the unintentional radiation of not one, but a great many nightmares.

This in itself was troubling. For a nightmare to take hold of so many as to produce such a vast effect would normally takes months of inattentiveness on her part, and this one had cropped up overnight! Which could only mean that there was a singular cause, to be found and stopped.

Yet where were the dreamers? She could detect not a single dream line in the region, but the sensation couldn’t exist unless somepony was generating them. Some creatures could generate these nonphysical sensations even while awake, this was true, and daydreaming did have some interaction with her dreamweaving senses, but this foul impression did not feel like either of those. It was the sensation of an active dream, so logically, there had to be somepony unconscious nearby.

This led Luna, at last, to a conclusion that made some semblance of sense: the dream lines were being blocked by something.

The princess promptly shifted gears, her attention focusing on studying both the ethereal and – as best as possible in this state – physical world. Her magic refined itself from sweeping examinations to pinpoint prying, touching at the blackness for some sign of tampering. Almost immediately, she was rewarded with a presence.

With a few exploratory touches, Luna realized that the only reason she’d not detected this thing already was that its ethereal state blended perfectly with the sightless dark that comprised the most basic aspect of the dreamweaving plane. In and of itself, this meant nothing save that it was hard to see even for her. Its existance, however, left Luna with a sense of foreboding; this was not the kind of interference that occurred naturally.

How much time had passed? Seconds? Minutes? Despite her long experience, not even Luna could accurately tell. It was entirely possible that Celestia had not even been woken up. But Luna was there, facing this mystery, and waiting for her sister to arrive did not sit well with her. If her guess proved accurate, then ponies were suffering in her domain, and she could tolerate such an invasion.

Luna was the mistress of dreams. This barrier intimidated her.

But it had to come down.

The first step was to analyze the magical makeup of the barrier. The magic itself was alien to her – wrapped up in energies that appeared outright birthed by negativity, if such a thing was possible – but the design seemed simple. As she fanned her magic out to feel at more and more of the surface, a picture grew in her head. This magic wasn’t just simple, it was downright plain. It was little more than a wall grid held together by loose strains. Any mage with knowledge above that of a grade schooler would be able to break it.

Which brought up a new thought: why hadn’t the undoubtedly talented mages at the Manehattan Academy of Magic done something about this? Maybe they were too busy trying to deal with whatever was happening inside, in the real world. Maybe they were simply unaware.

Or maybe the simplicity of the barrier was a ruse. Either the pony/creature/whatever that made this wasn’t very bright, or was a little too bright. Breaking the barrier all at once suddenly felt too risky; what if the thing had been built to keep something in, and the effect on dream lines an unintentional side effect?

Luna needed to be cautious. She resolved to only open a small section, just enough to let her get a glimpse of what lay within, no more. Granted, she wouldn’t be able to see the physical state of Manehattan, but perhaps she could infer things from the dream lines.

If there were any to see.

With this thought spurring her into action, Luna began to work. She chose a portion of the barrier about two-thirds up, speculating that such a position would give her an appropriate view.

Utilizing magic in a dream was a simple thing. However, since Luna was not actively in a dream but instead on the plane of dreamweaving itself, things proved a bit more complicated. She would have to channel magic from the real world into the ethereal through her horn, sending it along the spiritual signature of her very soul in order to cross the distance without losing too much strength. For normal ponies, it would be an outright drastic and reckless task. Any tampering with the connection between her physical and nonphysical forms could cause severe and permanent damage, and Luna had no interest in become a ghost because of a severed link.

The task might be difficult, but for an alicorn princess whose special talent practically was the night? Well within her capabilities. She was far more concerned about what she may find within. She resolved to return to her body the instant something appeared wrong, lest the source of all this hateful energy happened to take notice of her presence.

The tear was almost ready. Luna had just one thing left to do.

“Who is the highest ranking officer present?”

It was a moment before one of the thestrals replied, “I am Second Lieutenant Cast Iron, ma’am.”

The spell was ready. “I am about to attempt something that may be dangerous. Under no circumstances are you to aid me, no matter what you hear. Only Celestia is to interrupt. Am I clear, Second Lieutenant Cast Iron?”

Did he hesitate, or was it merely the inconsistent nature of time in this state? “Very clear, your majesty.”

She might have smiled for him, were she able to tell where he was in relation to her physical form. Hopefully he could see it, regardless. “Good. I am going in.”

Her guards thus protected from themselves, Luna focused on the barrier before and, with but a thought, put all the pieces of her spell together. Connections unwound, relays snapped, and soon a small tear appeared. The first thing Luna noticed was the intense red of the—

ohgoddessithurts Idontwanttodie runaway someponygetmeout mommyImscared gazingoutattheeternalfog killit killit dontleavemeplease isthatme babspleasehearme crystalwhatareyoudoing ithurts ithurts ithurts putthesworddown whyisthishappening makeitstop lunayourearly thatsnotcandy getitoff hurtshurtshurtshurts celestialunacadancetwilightanypony crystaldontdoit letmeoutbabsplease daddywheredidyougo itburns letmeout letmeout letmeout whydoesithurtsomuch mommycomeback youwerentrightdoyouhearme sohungry daddyimscared letmegoletme ithurts icantreach lunadontletitcatchyou diediediediedie dearchild rainbowisthatyou imburningplease getoutrunaway youcantdie crystalstopitsme ihateyou dearprincesscelestia keepback ithurtithurtsithurts itsonthewalls makeitstop ifyourcaughtnowequestriafalls ididntknow babshelpme Icantseeit imtheworstkindofpony abirdsgottaeat icantputherout donteatme wedontstandachance iloveyou Ihateyou standdown getitoff helpmeplease imsosorry youhavetoresist snapoutofit imwatching ohgoddessithurts nopapadont spikeitsnotyou whatintarnation fluttershy weareallgoingtodie youreallythinkyourgod ithurtspleaseithurts itstoodeep ohgoddessohgoddessohgoddess whyisthishappening myleg isanyponyoutthere ijustwantedtosaveyourhat Twilightisthat illprotectyouhoneypromise wherewereyou breathelunabreatheididntmeanto slowdown itscomingicanhearitinthewalls whywhywhymewhy getoutofmyhead wecantwin ihateyoucoco finishitsoarin whydoearthponiesdreamofflying youwerecrazyididntknowwhatotdo imsosorry bearwithitlunawegetthroughthis makeitstop upthere attack iknowithurts shutupshutupshutup pleasepinkieno inthenameofthecrystalheartiwillstopyou ithurts whatarewegoingtodo helpmehelpme fortheloveofcelestiafly makeitstop justalittlelonger whatisthisplace nodontgo doyouevenknowwhatyouredoing pleasedontiloveyou mommypleasesaveme ididntwantthis firefirehelp ithurtsithurts makeitstopmakeitstop listentome youpatheticpawn getawayfromme shesdead runawayplease dontletthemonstersgetme ithurts theyreeverywhere makeitstopmakeitstop imgoingtokillyou itllbeokayitllbeokay celestiawhy idontwanttodie whydidntyoucome idontneedwingstofly nononono makeitstopmakeitstopmakeitstop ihateyou soscared bloodeverywhere whydidyoudothis pleaseletmeout idontwanttodie makeitstopmakeitstopmakeitstop lunaconcentrate imsorrysister Luna thisisyourfault whydoesithurt makeitstopmakeitstopmakeitstop Luna makeitstopmakeitstopmakeitstopmakeitstop sister makeitstopmakeitstopmakeit—

“Luna!”

Shrieking filled Luna’s eardrums, punishing her already pounding skull. Her throat burned, as did her horn. Visions swam through her mind, crushed into her skull as if somepony had attempted to stuff it with barbed wire until it couldn’t fit, and then shoved still more inside. It wasn’t just what she was seeing; she could smell the blood, taste the ashes, feel the eternal nothingness stretching her body impossibly thin without ever letting her die.

Her eyes were closed, but the visions were still there. Horrible, hideous scenes of brutality, death and blood. She tore at her own face, desperate to make the imagery stop. And that infernal screaming…

At last, she understood: she was the one doing the screaming.

The moment the noise stopped, something faint whispered into her ear. Luna struggled to ignore the horror passing across her eyes to focus on the sound.

“It’s okay, Luna. I’m here. Please, come back to me. You’re okay.”

“C-Celestia?” Luna’s voice sounded frail even to her. “I can’t see. Can’t f-feel.” A whimper escaped her lips as something passed through her visions, something big and bloody and grinning with no small number of teeth. “Make it stop. Make it stop. Please, make it stop.”

“It’s alright, sister. I’m here. Just breathe. Can you hear me, Luna? I need you to breathe.”

Concentration came with great difficulty; every time Luna tried to take a deep breath, another horrible vision assaulted her senses. A phantom aching would settle over bones that weren’t as broken as they felt, or a morbid stench from thousands of rotting corpses would impact her nostrils. Finally, after an indeterminable time, she was able to suck in a single, long breath. Then another, and another. With every slow inhale, the mental battle quieted.

At last, Luna managed to open her eyes. She found herself on her bed, drenched in sweat and lying on her side. Her sister had been beside the bed, head resting close to Luna’s. She sat up straight as Luna shifted, relief clear in her tear-streaked face.

“Luna? Are you okay?”

Slowly, her eyes wide, Luna cast her gaze across her room. Shivers overtook her as the memories of her experience gained life in shadows that were normally her friends. Before she knew what she was doing, she’d grabbed Celestia in a tight hug and began to weep. Her sister held her close, whispering indecipherable soothings into her ears as she sobbed in a way she’d not done since she was but a filly. Even now, her eyes kept darting to the shadows, her ears perking to every faint sound, ready for some hideous, misaligned claw to come tearing at her throat, or a wicked tendril to stab into her insides, or flames to burn black her very soul.

Or the expanse. The sheer, gaping emptiness that took hold of her every hair and pulled upon her until she took up all space and time and existence and could see and feel everything but nothing. It was such an alien, painful feeling, burning her very pores until she’d wanted nothing more than to die.

And the voices. Good Goddess, the voices…

The fear ebbed, but wouldn’t leave. Luna took her time with the recovery, once again forcing herself to breath calmly as a means of breaking the cycle. It seemed like hours before she stopped crying. Even then, she kept a firm hold on her sister, grasping her in a way not unlike she once did as a foal. How magnificent it would be to return to the age when all her worst fears were little more than childish imagination.

But this hadn’t been something so simple as a dream. The longer Luna waited, the more clear her mind grew, and with that clarity came comprehension. Her horror for her own safety was passing.

A new one took its place.

At last, Luna sat up, blinking weariness from her eyes. Celestia, having climbed onto the bed at some point during the breakdown, raised her head. “Luna?”

“Yes, sister. I am… better now. How long was I out?”

Celestia closed her eyes. “A long time. Several hours. Luna, what happened?”

She opened her mouth to respond, but the answer eluded her. She thought about what she’d seen, unable to repress a shiver. But no, it was not the visions and the noises and the voices she had to think on. What had happened just before that?

It came back to her slowly, and she spoke at an even measure. “I found a barrier around Manehattan. I opened it to see what was inside.” She closed her eyes, fighting to recall exactly what she had encountered. “I thought I might find some villain, or perhaps a magical experiment gone awry. What I got…”

A shudder ran its course over her body, prompting Celestia to reach for her. Luna accepted her touch with a deep, recovering breathe. “Manehattan is in danger. I have to go out there again.”

Celestia’s face twisted into a scowl. “You can’t be serious. After what just happened?”

Luna nodded, then set a hoof atop one of Celestia’s. “It is because of what just happened – because of my actions – that I must go. I cut a hole in the barrier. If what is trapped inside is leaking into the world, it could spell disaster for us all. I must see if it is still open, and if so, attempt to close it.”

She braced herself, well aware that her sister would probably try to stop her. It was what Celestia did when important matters arose. Luna would have to argue her point very well if she was going to convince her, but there was precious little time for that. She began picking options for—

Celestia rested her wing over Luna’s back. “Please, at least tell me what it is you encountered.”

Luna blinked. She looked to the wing across her back, then to Celestia’s concerned gaze. “You won’t try to stop me?”

“No, sister.” Celestia offered a weak smile. “You are the Princess of the Night. You understand dreamweaving, a magic that I could never grasp. If you believe this threat is so great, I will bow before your knowledge and experience. But please, at least let me know what is going on before you risk yourself.”

Seconds passed as Luna stared at her, her schemes aborted before they could properly form. Part of her wanted to ask why her sister would say such things that were so unlike her. Then she relaxed, chastising herself for not recognizing it sooner. “I appreciate your trust in me, sister. It is… good to see.”

Celestia rested her neck over Luna’s withers with a sigh. “I won’t doubt you again, dear sister. I never should have in the first place.”

Luna smiled, in spite of the fear that scratched against the back of her mind. Had she more time, perhaps she would have spoken at length about this. Alas, time was not on her side, so instead she rested her chin on the sheets and began to speak.

“This barrier is blocking dreams, Celestia. It holds them within a confined space, letting them grow stronger, spreading their power. The Moon cannot funnel their energies away from Equestria as it is meant to.”

Celestia raised her head. When she spoke, it was with trepidation. “Sister, are you saying we may be facing a Lunatic Event?”

“Manehattan is already encased in one. What was probably the nightmare of a single individual has grown into a true terror so powerful and all-consuming that I can’t imagine it is not having some effect on the real world within the barrier.” Another shiver tore through Luna as the visions crept their way back into her mind. “Honestly, sister, I have never seen anything even close to what is inside.”

Celestia cocked her head. “But I thought that dream energy grew slowly. Manehattan was fine last night, was it not?”

Luna sat up, stretching and rolling her shoulders. “You are right, of course. Normally a dream would have to linger for years before it gathered any real strength, but this night terror has arisen overnight.” She leveled a firm look upon her sister. “Even with the barrier set in place, no dream could grow so quickly. Celestia, that night terror was made intentionally.”

Her sister’s wide-eyed stare steadily shifted to heavy-lidded severity. “I see. You are right, this is serious. Did you get an idea of the kind of mind we are dealing with?”

“I don’t think it is a mind that functions as we normally think of such things,” Luna replied, her tone at once thoughtful and worried. “I barely brushed the edge of the night terror, but that alone was enough to render me helpless. I don’t know how much of what I saw was the dream energy’s relentless assault or the work of intelligent action.” She licked her lips, recalling the faint taste and scent of blood. “But I can say this: what little I did touch was vile. It is a foulness of a sort I cannot comprehend.”

Celestia said nothing. She only stared at her hooves, expression stern and eyes shifting in thought. Luna watched her for some time, but finally pulled her hoof away. The motion made Celestia start with a small twitch, and she turned her attention back to her sister.

“Is there anything I can do to help?”

With a smile, Luna shook her head. “Only be here in case I fall into the madness again. Do not worry too much, dear sister; I have no intention of gazing into that morass a second time. I will only approach Manehattan to see if the hole I created remains, and seal it back if I can.”

“Somehow, I am not put at ease,” Celestia replied. “But I will do as you ask. What about real-world solutions?”

Luna thought on this, her hoof running small circles on her sheets. “It is impossible for the night terror to be this strong without a powerful reaction in the physical world. I hate to sound foreboding, but Manehattan could well be a living Tartarus right now, and there’s no telling if the… ‘entity’ that caused this intends to unleash that rancor upon Equestria. I think that, as soon as I finish this task, we must send out messages. Cadance will need to be alerted; if any power can battle what I just encountered, I would wager that power being love. At the very least, this felt like the very antithesis of that concept; perhaps she will become a target.”

Celestia gave a firm nod. “It will be done. But do you really think the intelligence, whatever it may be, will go after her?”

“It is a definite possibility.” Luna thought about other courses of action her sister could take. Against her better judgement, she began to cautiously go over some of the things she’d ‘heard’ while caught in that maelstrom of horrors. Most of it was a muddled mess, but there were things on the surface that she could recall. Lone words, screams, pleas…

Rainbow, is that you?

Her breath caught as the voice, faint but familiar, echoed in her skull.

Spike, it’s not you!

No. Coincidence. Surely, it had to be a coincidence.

Twilight? Is that…

Luna ground her jaw, rejecting the idea that was forming in her mind. There were plenty of ponies named…

Fluttershy!

“Luna?” Celestia leaned forward, concern once again masking her features. “What’s wrong?”

Please! Pinkie, no!

“Summon Twilight and her friends.” Luna shot Celestia a wide-eyed look. “Do it now. We must keep them close. Whatever that… that thing in there is, it will be after them.”

Celestia’s frown deepened. “Luna, how do you know?”

Luna stepped down from the bed and shook herself, as if having just stepped out of a shower. A cold one, if her shivers were any indication. “I saw things, heard things. Glimpses in the insanity. Twilight and her friends… They were there.”

“But that’s not possible.” Celestia followed her to the balcony. “I exchanged letters with Twilight just yesterday. She and her friends are in Ponyville tonight.”

Luna stared up at the moon, worry eating at her insides. “I know it doesn’t make sense, but I also know what I heard. They are somehow involved in this, even if they don’t know it yet. Summon them, Celestia, before whatever this is gets to them first.”

Celestia’s frown deepened. She opened her mouth, closed it, tried again. At last, she nodded. “I will do as you suggest.”

“But you doubt me,” Luna replied, not bothering to look at her sister.

“It’s not you I doubt so much as your information,” Celestia corrected. “Isn’t it possible that whatever you encountered was intentionally putting information into your head?”

The words dented Luna’s confidence. She grimaced as she considered the consequences of her sister’s suggestion. “It’s possible, yes. Maybe it merely wanted to feed my fears. Or worse, maybe it wants us to summon Twilight and her friends for some nefarious purpose. Even so—”

“You’d feel safer with them here?” Celestia nodded. “I understand. I will summon them as soon as you return.”

Relaxing, Luna turned her attention to the moon, which had sunken far lower in the sky than she’d anticipated. A couple more hours and it would be time for the sunrise. With but a thought, she brought back the dreamweaving spell, and the world was alight with color once more.

Celestia whispered in her ear. “Be careful, little sister.”

Luna allowed herself a second to nuzzle her elder sibling, smiling at her warmth. “I will.”

Then she launched her ethereal self into the world, skimming the brilliant waves of light. She made straight for Manehattan, her search centered upon any signs of the red that spoke of ominous events. The closer she came to her destination, the more fear crept into her mind. What would she encounter? Would the night terror be flooding into Equestria, too fast and powerful for the Moon to absorb all the energy? More and more often she thought she saw crimson in the corner of her mental gaze, but always she would find herself mistaken.

It was to Luna’s immense surprise that she arrived at Manehattan to not only find nothing spewing forth into the world at large, but to discover that the barrier had healed itself. She approached cautiously, not willing to believe that she could be so lucky. Yet, the closer she came, the more she recognized that the hole she’d cut into the thing had indeed been sealed up. When she paused outside the black obstruction and performed a closer examination, she could find no trace of the damage her magic had dealt.

And yet, as she felt at the near-invisible wall before her, Luna realized that something was indeed different about it. It was hard to define, given the unnatural nature of the magic before her, but if she had to describe it she might have called it ‘loose.’

“Luna, are you okay?” Celestia’s voice had come from nearby, which only made sense.

Luna permitted a smile from her physical form. “I am fine, Tia. I am at the barrier now. Shall I describe it to you?”

“Please.”

Luna nodded and considered the barrier before her yet again. How to put it into words her inexperienced sister would understand? “Well, when I am not within a dream, the world is a backdrop of total darkness, and the dreams are lines that stretch from each creature to the Moon in complicated waves. You remember how I showed that to you once?”

“That was so long ago,” Celestia replied hesitantly, “but yes, I think so. I remember it being quite beautiful.”

Luna’s ghostly form began to orbit the barrier, touching it in various places in an attempt to understand its magic. “The object surrounding Manehattan is itself black, and so it is hard to ‘see.’ Seeing is a relative term, of course; it’s hard to describe what the sense is really like when dreamweaving. The point is, if you didn’t know there was a whole city of dreaming ponies within it, you’d never notice its existence.”

It was a quiet moment before Celestia spoke again. “So it is meant to be hidden?”

“I do not believe so,” Luna replied, having completed a lap around the barrier. “I think it is merely the natural appearance of the magic, no more, no less. Besides, one would have a hard time hiding an entire city’s captivity to dreams. I promise, something is happening here in the physical world; it’s bound to be highly noticeable.”

Celestia hmm-ed. “I suppose we should be receiving reports of something amiss by daybreak. What of this hole you created?”

Luna hovered over the very place she’d made her incision, confusion and frustration clouding her mind. “It is gone, as though it never were. But I believe something has changed within. Before it was like…” She paused to consider her description. “It was as if a container had been filled with an intense pressure that has now been released somehow.”

“Perhaps your hole vented it, like air from a balloon,” Celestia suggested.

“Perhaps.” Luna pressed against the barrier, struggling to pierce its boundaries with her magic and get even the tiniest hint of what was inside. It was vastly more difficult than trying to break open the barrier outright, and she found she could make no progress. “But the dream energy had to go somewhere. If it was released from the barrier, why isn’t the surrounding area saturated in negative energy? The Moon didn’t absorb it, I would have felt the increase in my powers.”

Her sister made a huffing noise. She sounded not unlike a student frustrated at her own inability to learn a subject. “Well, where else could it have gone?”

Silence reigned as Luna pondered this question for some time. She circled the barrier again, fighting to get a look inside but failing miserably. Halfway through her third orbit, a thought occurred to her. It chilled her physical body as the implications grew in her mind.

“Luna?”

Knowing she couldn’t keep this to herself, she spoke hesitantly. “There is the possibility… I mean, I’ve never heard of anypony actually being able to do it, but…”

“What is it, Lulu?”

“Hold on, I’m returning.”

And she did, turning away from the barrier and hurrying her way through the ocean of brilliant colors. It took only seconds, and then she opened her eyes and found herself back on her balcony, Celestia sitting nearby and watching her with concern. She smiled for her elder sister. “I’m alright, Celestia.”

“You’re sure?” Celestia’s eyes roamed her form as if she were a mother seeking out that lone spot of mud on her foal. “You know I have only your word to go on when it comes to dreamweaving.”

Luna raised an eyebrow. “Trust me, sister, I am fine. We have work to do.”

As if Luna’s gentle tone were actually a reprimand, Celestia flinched and backed away a little. “Yes, you are correct. I assume you have a theory?”

“Less ‘theory’ and more ‘wild suspicion.’ ” Luna kept her tone firm, despite her own doubts. “The dream energy appears to have lessened, but I can’t detect anything indicating where it went. The only idea I have for why is that the energy was…” She paused to think on her words. “Consumed.”

Celestia’s brow furrowed as she took this statement in. “Is that even possible?”

Once more, Luna hesitated. “I cannot say for certain. I have studied the matter in depth in the past, even wrote a few treatises on the subject. All I can say for certain is that there are theories suggesting it can happen. If they are true, and I am right about this suspicion…”

At her pause, Celestia leaned closer. “How bad?”

“Bad.” Luna shivered, not knowing whether it was due to what she was considering or the vileness that continued to tug at the back of her mind. “I’m not even sure an alicorn could hold all that power. It would make our battle with Discord seem as child’s play. Take King Sombra, give him an Alicorn amulet, then multiply it by a number I cannot begin to estimate.”

Her eyes widened like saucers, Celestia balked. “But you are the only master of dreamweaving alive! Otherwise, would you not have noticed somepony else wandering the dreamscape?”

“Hmm… I suppose that is true.” Luna turned her eyes to the Moon yet again. “Perhaps I am overreacting. Yet the fact remains that the energy that has consumed Manehattan has dissipated, and it had to have gone somewhere I can’t detect via normal means. Either this is a form of dreamweaving I’ve not encountered before, or it is some natural and unexplainable phenomenon. I would say it must be the former; I swear, sister, there was an intelligence behind what I felt. A malevolence the likes of which I have never felt, not even from the Nightmare.”

The royal siblings were silent for some time, each pondering the recent discovery. At last, Celestia arose. “I must contact Twilight and her friends. You should get some rest. You’ve had an extreme night.”

Luna rose with her. “I shall, but first I believe I shall contact Cadance. I cannot shake the sensation that she is important in all of this, and won’t be able to rest easy until I have given her a warning.”

Celestia eyed her, lips pursed, but nodded. “Very well, I will leave that to you. But then you must get some sleep, sister. I will take care of lowering the moon, if I have your permission.”

The temptation to refuse this offer bubbled within Luna’s chest, but she shoved it down. Her sister was trusting her word on current events. Perhaps she should reciprocate in her own way. Besides, it had been a request, not a demand. “So be it… but just this once. Will you be alright, considering I have taken up the majority of your sleep for the night?”

“I’ve been through far worse,” Celestia replied with a grin. “Goodnight, little sister. Leave the rest to me. I’ll be sure to alert you should anything alarming take place.”

With a last nuzzle and some farewells, the princesses parted, and Luna found herself alone in her room once more. Left to her musings, she found the terrible memories of the night creeping upon her once more. Yet Luna would not be the mistress of dreams if she could not hold back her fears, and so she erected a mental wall between herself and the unpleasantness. Her memories would fade with time. For now, it was best to focus on her work.

She walked to the great mirror that stood over her rarely touched vanity. She never understood why Celestia insisted she have a vanity. It wasn’t like she needed one.

The mirror, on the other hoof, had all sorts of uses. Luna cast a spell upon it, and shadows began to wreath on its surface as if some creature were within. She sat before the glass to wait for the magic to complete its work, stifling a long yawn. In the silence, the isolation became much more noticeable. What happened to the guards she’d stationed around her quarters prior to her dreamweaving? Celestia probably dismissed them, to give the two of them some privacy.

The mirror flashed, like a piece of glass that shifted to catch the sun’s rays for the barest moment. Luna turned her attention back to it, her eyes narrowing when no face greeted her. Seconds passed, and Luna grew more and more agitated. At last, she gave a little cough.

A sound like something falling came out of the mirror, though it was muffled. A few seconds later, the face of a sleepy crystal pony in guard armor appeared. He glowered at her through bleary eyes, mumbling something indecipherable.

Then, as if struck by lightning, he came awake with wide eyes a red on his cheeks. “P-Princess Luna! My apologies, we weren’t expecting a call.”

Luna’s voice came out almost as a growl. “Noted. I have something of dire importance to relay. I require Princess Cadance. Wake her immediately.”

The guard appeared to want to argue this point, but he closed his mouth with an audible gulp when her eyes narrowed further. “R-right away, Your Majesty.”

He retreated, and Luna was left to her own thoughts. Again. Foremost among them was the desire to suggest to Cadance that her husband had to train her guards better. Before long, however, her thoughts meandered back to the situation at hoof, and what it might mean. No matter how she examined the matter, she couldn’t escape her most recent conclusion. The idea made the shivers run down her backside once more and left a twisting feeling in her gut.

The wait was long. Normally, Luna wouldn’t mind such things – one who spent a thousand years alone does not budge with the passing of mere minutes. Yet this was a call of great import, and Luna found herself fidgeting incessantly. What was taking Cadance so long?

At last, a new shape appeared in the mirror. To her credit, Cadance showed no sign of having been disturbed from sleep. Ignoring a mild case of bed mane, she appeared as awake and focused as she ever did. “Aunt Luna, I came as soon as I heard. What is going on? Is it Twilight?”

How curious, that she would immediately jump to such a conclusion. “No, your sister-in-law is safe.” For the moment. “My call is more for your own sake.”

Cadance gave a firm nod, her expression the definition of seriousness. “I understand. Should Shining be here? He was on his way, but I’ve always been the faster of the two of us.”

Luna nodded in turn. “That would be a good idea. We shall wait for him to… Cadance?”

Another flash came over the mirror, and Cadance’s image blurred. It lasted only a second, but whatever it was, it had Cadance’s full attention. The young alicorn looked about herself, brow furrowed and horn igniting gently.

The twisting in Luna’s stomach intensified. “Cadance? What is wrong?”

“I don’t know,” Cadance admitted. Her image faded for a moment, apparently due to her turning a circle in place. “I felt something. Some kind of magic, I think, but not like anything I’ve ever—”

The mirror went black. Not to its normal sheen, nor did it revert back to Luna’s reflection. It was just black.

Luna stared at the sight, her unease growing with every passing second. “Cadance?” She prodded the mirror with her magic, only to find her spell was still in place. Had the connection been severed somehow? Surely her worries weren’t coming to fruition so quickly…right? No. No, of course not. There was just some interference, that was all. Any moment now, Cadance would—

The noise that erupted from the mirror was deafening, forcing Luna to slam her hooves over her ears. It was like an indistinct crackling combined with a hiss, and something else. Something high pitched, something so intense in volume it rattled the windows and made Luna’s mane billow back against its normal flow. Even as she ground her teeth and closed her burning eyes, Luna struggled to understand what she was hearing.

She forced her eyes opened, and what she saw made her fall back on her rump.

Pressed against the inside of the mirror was something beyond her capacity for description. It was like a mass of misshapen flesh that had grown in random directions. Hooves, hands, claws, beaks, horns and tails were all mashed together in a single hideous cacophony of skin and meat. It pressed against the other side of the glass as if hoping to escape through the window of the mirror.

And the eyes. Dozens of them, arranged in nonsensical places, staring at her. Lidless, emotionless, coming in all shapes and sizes and colors, all meeting her gaze. An unfathomable audience that brooked no understanding, no recognition, not even a curiosity. Luna could only stare back, her mind struggling and failing to explain whatever this atrocity was.

And then, it disappeared. There was no fading away, no sudden burst of magic. One minute it was there, and the next, she was looking at her own reflection again. Through the ringing in her ears, Luna noticed that the sounds has ceased as well.

It was only then that she recognized what the high pitched sound had really been, and the comprehension sent a wave of cold dread through her body.

Something had been shrieking.

Conception – Princess Cadance

When the sensation struck, it did so in a way that was anything but subtle. It sent something not unlike a chill down Cadance’s horn, although she wouldn’t have referred to the feeling as ‘cold,’ especially considering horns couldn’t feel such things. Whatever it was, it sent her stomach on a roller coaster ride and left a vicious claw wrapped about her heart.

She reacted instantly. As her eyes scanned the room for sources, her horn ignited to do the same thing in the Crystal City.

Luna’s image in the mirror shifted to concern. “Cadance? What is wrong?”

“I don’t know.” Cadance turned in place, taking in the entire room with peering eyes. Despite her scrutiny, she was reasonably certain the source had nothing to do with this room. “I felt something. Some kind of magic, I think, but not like anything I’ve ever detected before. It—”

She looked back to the mirror. Luna was gone. The mirror had turned to a pure black, not even showing her reflection.

Cadance grimaced, alarm and suspicion manifesting a brooding anger. Anger was not how she usually responded to mysteries of this nature, but those claws still clutched at her heart and her stomach hadn’t stopped that slight roiling. She might not have felt this kind of magic before, but as the Princess of Love, Cadance often had physical reactions to emotions and intentions. This reaction in particular was not unfamiliar to her.

This was how her body responded to hatred.

Her first instinct was to check on the Crystal Heart, and so Cadance closed her eyes and focused on its presence. Tapping into the priceless relic immediately rewarded her with a sense of wrongness. The Heart was reacting to something, pushing its magic outward as if… Her eyes snapped open in comprehension, and she immediately set off at a gallop for the door.

She got two steps in before the butterflies in her stomach transformed into a ball of squirming snakes. A hoof rose to cover her mouth as something foul tried to escape her throat, and then she dropped to the floor with a moan.

A moan she couldn’t hear.

Though she tried to get her bearings and stand, the nausea overwhelmed her with even the slightest motion. Cadance had never felt such a terrible, overwhelming aura of hatred as this. Even King Sombra’s unwitting assault on her empathy hadn’t affected her so horribly. She could do little more than curl into a ball and clutch her barrel, taking slow breaths in hopes of calming her insides.

The intense emotions were nothing short of profound. As Cadance fought to recover physically, she thought on the potential mind that could conjure such feelings. It could only be a severely broken one, if not one of indescribable evil. Whatever it was, the Crystal Heart had been trying to repel it. This only unnerved Cadance more, for she certainly didn’t feel protected.

Gradually, the sickness died down. Not because she’d managed to control her reaction, but because the fury that had caused it from the beginning was fading. It never completely left, but it eventually became small enough that she managed to get to her wobbling legs.

Geeet ouuut…

Cadance’s ears perked to the sound. It was like a billion bees buzzing, but without the natural quality insects produced. This was continuous, unmoving in tone or pitch. It grated on her mind like a horn on a chalkboard.

Caaadaaannnnnccce….

She turned about swiftly, expecting to see Luna in the mirror once more. The voice did sound like her, but there was a scratchy, hollow quality to it. It suggested an image of barbed wire shoved down a throat.

The mirror remained black.

Nnnnnooot sssssaaafffffe… Ruuunnnnn…

“Luna?” She stepped up to the mirror, head low and eyes narrowed. “Is that you?”

The black of the mirror seemed strange, more akin to a deep hole where things unmentionable dwelled. Cadance kept back, half-fearing something might reach out to grab her.

Iiit iiisssss wwwwwaaatchiiinnnnnggg…

Cadance ignited her horn. Trying to get an emotional reading on that hideous voice proved difficult, yet there was a faint trace of something. Too faint; she couldn’t identify it. “Who are you? If you’re Luna, show yourself.”

Specks of blue were the first sign of movement. Cadance’s wings grew taut and her breath drained from her lungs as, slowly, an abomination gained form before her eyes. It started with the dots, blue orbs that floated into the black as if gradually being sucked inside. Then, an outline appeared around the edge of the mirror. As if she were looking through a camera that was zooming out, the outline shrank, resolving itself into something resembling the head and shoulders of an alicorn.

But instead of the face, there was only the black hole, a gaping maw of emptiness that continued to feed off the blue head of the pony that was reflected back at her. The alicorn’s mane had gone pale, with only the lightest hints of blue remaining. It waved about as if the pony were submerged in water, wild and untamed.

Gooooo…. Pllllleeeaaaassssse…

Cadance backed away, her heart hammering at the otherworldly image before her. “W-what are you?”

Nnnooo tiiiimmmmme…

A resounding bang shook the floor beneath Cadance’s hooves. She whipped around to the far wall just in time to see a crack form in it from a second impact.

Prrroooteeect the Cryyyssssstaaalll Heaaaarrrrt…

Another bang, more cracks. Cadance stepped back, head whipping from the wall to the ghastly image and back. “W-what is… Why…”

Rrrruuuunnnn…

Another bang. More cracks.

Rrrruuuunnnn…

Another bang. Something punched through the wall, raining down crystal masonry in dangerous shards. A scaled black claw large enough to be able to hold her entire body grasped at Cadance, but couldn’t quite reach. A shackle wrapped around the gargantuan wrist, connecting to a thick chain disappearing somewhere behind the wall.

Rrruuuu—

The voice was drowned out by an earth-shaking roar.

Cadance ran.

She burst through the doors and into a long hallway that curved about the castle’s exterior. She considered leaping out of one of the great windows, but nixed the idea upon recalling that the Crystal Heart was in the Heart of the Kingdom, and she’d have a harder time reaching it from the outside. This in mind, she flew towards the nearest stairwell, her wings barely grazing the walls. She turned her head back, but nothing followed her. Whatever that monster had been, it either gave up or had lost interest.

That didn’t set her mind at ease. As she landed to run up the stairs, her brain swirled with dreadful ideas. A monster was in the castle, something big enough to rival a fully grown dragon, and with the strength to break through hardened crystal. There would need to be an evacuation, if her guards weren’t already seeing to it.

And that voice. It sounded like Luna, and yet it didn’t. Could something have happened in Canterlot? The presumably real Luna had sounded anxious. Cadance shook her head to clear it. Her first priority was to ensure the safety of the Crystal Heart. She’d try to re-establish contact with Canterlot afterwards.

Cadance reached the top of the stairs, only to pause in the middle of another hallway. For the first time, she noticed how quiet things were. She looked about; there wasn’t a pony in sight.

“Hello?”

Nothing.

Worry gripped her as she thought on the implications of the quiet. She closed her eyes and concentrated, trying to ignore the sick feeling that lingered in her gut. It didn’t take long to find some emotional sources in the castle, and she shut off her detection spell in an instant; the emotions coming at her had been foul. Panic, alarm, anger, fear. Far too much negativity for her to stomach at one time.

She needed answers. Even if she reached the Crystal Heart, it would do her no good if she didn’t have an understanding of what was happening.

Focusing her magic once more, Cadance cast a weaker version of the spell. She found two nearby emotional sources and promptly made for the nearest one. Isolation, loneliness, confusion and bitterness. The sensations brought a grimace to her lips.

It was while following the trail of emotion that she noticed the faded colors of the world around her. A glance at her hoof confirmed that she too was covered in the ashen white overlay, though a moment’s pause to run her other hoof over it left no streaks. This troubled Cadance even more; had the entire castle been beset by some enchantment? Why wasn’t the Crystal Heart countering it? More importantly, just what was it doing? Surely the spell consisted of more than making everything appear covered in chalk.

It abruptly dawned upon Cadance that something was missing: her husband. Shining Armor had been following her, and had only fallen behind because he lacked wings. Even so, he should have crossed paths with her up by now. Her eyes flicked from door to door as she tried not to think that something terrible had happened to him.

Shining was stronger than the average pony. He could take care of himself. She was a princess, and she had her duties; though she hated herself for doing it, she took the worrisome knot that was her husband and added it to the growing, squirming mass inside her gut.

Thoughts of her husband somewhat effectively shoved aside, she paused before one of the hallway’s many doors. Through it she could sense the emotional presence of somepony. It had to be just one; that sense of remoteness surely wouldn’t come from a group. Having no time to deal in pleasantries, she used her magic to push at the door… which didn’t budge. Cadance blinked, pushed a little harder. Nothing.

A strangely familiar voice called out. “Who’s there?”

Cadance peered at the door upon hearing the threatening tone. “It is your princess. Why is this door blocked?”

The instant she said the word ‘princess,’ sounds of things being thrown violently aside reached her ears. She watched in mild confusion as an assortment of bangs, thumps and crashes echoed through the halls. At last, the door opened a crack, and a lone, blue eye appeared. It spotted her, widened, then moved back. The door flung open, and Cadance gasped at the sight of one of her guards: Flash Sentry.

But not the Flash Sentry she recognized. His mane had gone wild, great tears were in his dulled and dinted armor, and his spear was stained with what she hoped wasn’t blood. But the worst things about his haggard visage had to be how his left wing was little more than a scarred nub, and the eye on the same side was missing entirely, leaving a gaping hole.

“Princess?” He stepped forward, and despite herself, Cadance moved back. “Is that really you?”

It took Cadance a few seconds to form words. “Flash… W-what happened to you?”

“You don’t know.” It came out as a statement of fact. Flash’s eyes darted about the hall, then over her. “How long have you been in The Pale?”

“The Pale?” Cadance glanced at the walls, once brilliant and shining, now dull and ashen. Yes, that seemed an appropriate name for this… whatever it was. “Not long. But you didn’t answer my question.”

He swallowed, that lone wide eye dropping to her hooves. He sucked in a few slow, heavy breaths. “Then it’s finally time. I… I feel like I’ve been waiting an eternity for this. It’s just like Chrysalis said.”

Whatever worries and suspicions Cadance had paled in comparison to her reaction upon hearing that name. Her wings shot open and her body entered a combative stance before she’d even had a chance to think on it. “Chrysalis? She’s here?”

His answer was a dazed, “We’re all here.”

Cadance glanced about the hallway, but still they were alone. “What’s going on, Flash? Where is everypony? Do you know anything about that monster that’s in the palace?”

He blinked, then gave her an uncertain frown. “A monster in the Pale? The only thing that could be is—” As if a fire had been lit under his hooves, Flash leapt into the hall, brandishing his spear at the air. He turned one direction, then another, always with his weapon at the ready and his lone wing spread wide. “If you just got here, then it won’t get us. Still, we have to be cautious. I need to get you to the Crystal Heart immediately.”

“I won’t argue that,” Cadance replied, following his lead as he began marching. “But will you please tell me what’s going on?”

Flash kept his head on a swivel, his hard eye scouring the hallway as if he anticipated an attack at any second. “How much do you know?”

Cadance pursed her lips; he was being oddly commanding towards his princess. It wasn’t anything like the Flash Sentry she knew. Granted, he’d lost a wing and an eye, so clearly he had a reason to be terse. Cadance was not one to care for all the bowing and obligatory titles and niceties like her aunts, but his behavior was far different from what even she’d come to expect.

Keeping on her guard – so to speak – she said, “Nothing. One minute I was talking to Princess Luna, the next there’s a dragon-sized fist smashing through the wall and the world’s gone colorblind.”

He nodded, looking over his shoulder at the hallway behind them. “I feel like I’ve been in here for years. Might have. We’re in the Pale right now – at least, that’s what Chrysalis calls it. It’s a stagnant world where nothing happens. Eventually it’ll shift to the Veil – again, not my nomenclature – and we’ll be fighting for our lives.”

“Chrysalis.” Cadance all but spat the name. “What does she have to do with all of this?”

Flash gained a contemplative frown. “I think she’s trying to help.”

“Help? That witch?”

Flash paused. He heaved a long sigh before turning to her, his expression as hard and stoic as she’d ever seen. He peered at her, not in respect to a superior, but as an experienced commander about to give an order to an underling. Despite her stature and authority, Cadance found herself backing up a step.

He spoke with all the authority of a general. “I don’t know what’s going on, not all of it. The facts are muddled, and at this point I have no idea what’s reality and what’s fantasy. For all I can tell, you might be an illusion. But Chrysalis told me you were going to show up, and here you are. I know what you’re going to do next – what you have to do next – and my role in making it happen. If it doesn’t, things are going to get a lot worse.”

Cadance’s eyes narrowed. Her jaw went rigid. “And Chrysalis told you this?”

His voice didn’t waver. “No. I’ve already lived it, and unlike half the things I’ve seen, I know that was no illusion. I saw what’s coming, Princess, and I’m not going to try to stop it. I’m ready for this.”

He turned away and moved on at a trot. “In fact, I’ve been looking forward to it.”

She stared at the back of his head, trying to make sense of his words. “Why aren’t you—” Her words stopped, though she kept talking.

Cadance had no time to ponder the meaning of the silence that now engulfed her ears, for no sooner had the world gone silent than Flash spun about to mouth a single word to her: run. Before she could try to press him, he was galloping down the hall at full speed. She followed. What else could she do?

Then the sickness struck again.

This wasn’t like last time, however. When the world had gone pale, Cadance had merely been knocked off her hooves by the revolting reaction of her body. This time?

It hurt.

She might have cried out. She couldn’t tell. She collapsed, sliding across the smooth crystal floor and curling into a ball. It felt like hot knives had been injected into her stomach, and the sensation brought tears to her eyes. Even as she trembled and fought back a sob, she could sense the sheer negativity coursing through the air. Every foul emotion she could think of, and maybe a few she didn’t recognize, assaulted her mind, and for once Cadance wished she could turn her sixth sense off.

The world, blurry through her tears, rapidly darkened. The crystal walls were losing their luster, and Cadance’s heart was slowing. Anger pounded at her skull, fear screamed for her attention, depression dulled her focus. They kept coming, and she wanted to scream for her inability to stop it.

Shining Armor. She wanted Shining so badly. Where was he? She needed him!

A shadow passed over her. She forced her trembling leg away from her barrel and rubbed the tears from her eyes. When her vision cleared, she saw Flash standing over her. His gaze was up, scanning the area around them, and his spear stood at the ready. She tried to call for his help, but he didn’t seem to notice her agony.

But… the pain was dying down. Gradually, the quiet ‘phased out.’ The sounds of her whimpering came to her ears like the faintest whispers. As her body recovered, audibility increased, until at last she sensed that the wave of vile emotions had passed.

Slowly, her legs buckling, she climbed to her hooves. “W-what was that?”

Flash turned to her, his solid expression unchanged. “We’re in the Veil now. What happened to you?”

“Emotion,” she replied with a shiver. “Powerful, consuming, burning emotion. I’ve never felt anything even remotely like it. Whatever is causing this, it’s… it’s…”

“Evil.” Flash snapped the word, already walking past her. “More evil than any of us know. We need to move quickly; staying still is a death sentence.”

They moved at a trot, heading for the next set of stairs. Cadance’s insides continued to roil, but at least the sensations were tolerable now. She kept thinking of the vile feelings that had momentarily taken her over. What if something like that happened while she was under attack? She needed more information. What would Celestia or Luna have done in this situation?

“You seem to know a lot about… things,” she said, watching Flash carefully. Only now, with the pale haze gone, did she notice the grey in his coat and mane. The way his stump of a wing twitched sent a chill down her spine, and she had to make a concerted effort not to stare at it. Now that she took the time to observe, however, she noticed that he was leaner, more muscular than normal, and his coat had thinned.

“How long has this been going on, Flash?” And why did he look like he’d aged a decade or two?

His reply came in a hushed tone. “I don’t know. Maybe forever.”

Cadance grimaced and reached for him. “We don’t have time for your cryptic answers! If you’re going to—”

Flash whipped around, pressed the shaft of his spear to her chest, and shoved. Cadance had been gifted with alicorn strength upon her ascension, but his was still enough to knock her back a few steps. She gasped, igniting her horn to ward off the next attack, but Flash leapt away—

Just in time for a long, grey paw to slash through the air where she’d been. Cadance yelped and retreated even further as the paw slapped the ground, three unnaturally long claws scratching at the dull crystal floor. She followed it to the wrist, the incredibly long arm, past the elbow, and into the opened door she’d not noticed.

The sound that came from that opening was something between a growl and a gurgle, raising Cadance’s hackles. She watched in quiet horror as a head similar to a diamond dog’s emerged, but bald and thin as if emaciated. Tiny, beady eyes rolled towards her on a face lacking any features other than a gaping, thin-toothed mouth that took up nearly all the front of its head. A second claw emerged, stretching out into the hallway to grasp at her.

And all of these potentially fear-inducing elements paled to the fact that Cadance could feel absolutely no emotion from the thing. Instead, it radiated an animalistic desire, a desperate urge of one of life’s most basic requirements: the need to feed.

Flash let out a battle cry that made her cover her ears, his spear driving deep into the monster’s shoulder. The sound it made in response was akin to gagging, its long, toothpick-like arms flailing. The one on the floor seemed to be locked in place by the spear’s position.

“Princess! This way, hurry!”

Cadance obeyed, leaping over the claw on the floor and hurtling past Flash. She sent a small bolt of energy over her shoulder to strike at the monster’s other arm just before it could rip her guard apart with its free claw. He took the opportunity to jerk his weapon free and follow after her.

“They’re slow,” he shouted. “Just run a little and we’ll lose him easy!”

She had no intention of stopping.

They darted up the next set of stairs, bounding two to three steps at a time. Cadance glanced back and confirmed that the thing hadn’t followed them. “W-what was that?”

“Don’t know.” Flash began to slow down, and though Cadance didn’t want to, she forced her legs to a canter. “I started calling them ‘Hunger’ ‘cause they look famished, but I couldn’t say if they have a real name.”

Cadance kept looking back, half expecting the thing to lurch up the stairwell. “But how did it get inside the Crystal Palace?”

“We’re not in the Crystal Palace.”

“What? What do you—” Cadance looked around and came to an abrupt stop. The walls were no longer crystalline, but now held rotting wooden paneling. The floor was a moldy, ugly carpet, the color of which had been lost to decay and age. Magelights flickered feebly overhead, giving the hallway a gloomy, overshadowed appearance.

She blinked. “Oh.”

Flash walked on, as if the change in setting was entirely normal. “We’ve been moved. It happens a lot in the Veil and the Pale.”

Cadance shook her head, then slapped her cheeks. “I’m dreaming. I’m dreaming and this is a nightmare. Any second now Aunt Luna will show up and help me get out of this maze.”

“Keep telling yourself that.”

Cadance’s scowl returned. Her horn lit up as she followed at a distance. Bitterness, isolation, anger. “And you aren’t Flash Sentry. The Flash I know is respectful; you’re just vengeful. You might have saved my life back there, but you’re nothing like him.”

He didn’t so much as look back. “Well excuse me, Princess.”

She paused, horn shining even more brightly as she leveled a glare at the back of his head. “You don’t understand. You’ve mentioned Chrysalis twice now, you’re leading me to Celestia knows where, and you’re a something of a jerk. You are not Flash Sentry.” She lowered her head to a combative stance, wings opening wide. “Who are you?”

He turned to her with a scowl of his own. “What, you think I’m a changeling or something?”

“The possibility occurred to me.”

He took a step closer, his brow furrowing and his eye like ice. “Then let me explain something to you. I have spent Goddess-knows how long wandering through this bucking hellhole. I try to save ponies, but they keep dying and turning into monsters that want to rip my head off and eat my guts. I’ve been lost for so long I don’t remember what it’s like to have a direction. I have sacrificed my body and my soul trying to fix this mess, and what have I gotten for it?”

He snorted and turned away from her. “I think I went mad a few times. No, I know I did. But then some pony or griffon or whatever shows up and gives me hope that things can turn around, which it never does. I even tried to kill myself a few times, but for some stupid bucking reason I keep resisting the urge! Like I actually have anything to live for anymore.”

Cadance hesitated. For all her suspicion, her sixth sense caught something new from the stallion: weariness. A powerful, debilitating weariness.

He sighed, then turned back to her. “Then, one day, Queen Chrysalis shows up out of nowhere. She tells me that someday Princess Cadance would come knocking. I had no idea she meant that literally.” He took a step closer, gazing up into Cadance’s eyes. “She said that I would know peace when I brought you to the Crystal Heart.”

Cadance stared back, filled with one part concern and another part horror. She could sense his weariness, hope and longing. He believed every word of what he’d said. This played havoc with her heart, because if she could detect such things so vividly, it meant that they were most certainly honest.

“I’m sorry if the eternity of living in this hell has turned me into a jerk,” he said, and for once there was a softness in his tone. He reached up to feel at his cheek, just below the empty eye socket. The image made her shiver. “If you’d been through the crap that I have, you’d believe a changeling queen’s promise for peace too.”

After heaving a long, careful breath, Cadance asked, “How could you have been here so long when I only just got here?”

He bowed his head. His shoulders shook. “I don’t know. Time is broken here. Or… something. Nothing makes sense in this world.” When he looked up, tears were building in his eye. “Princess. My princess. I tried to be a good soldier. When the darkness first hit, I searched all over for you. I tried to find your husband, but… but couldn’t.”

A cold talon squeezed Cadance’s heart. She leaned a little closer, lip trembling as she asked, “You don’t know what happened to Shining? If he survived this?”

He swallowed audibly, bowed his head once more and shook it. He reached a trembling hoof forward to touch hers. “I thought you had died. I thought I’d lost everything. I tried so hard. Please, I know you hate Chrysalis, and you just got here and nothing makes sense. I’m probably older than you at this point. I… I just want to… to restore my honor and be your guard. One more time.”

Cadance stared at where his hoof touched her leg, then into his eye. All the logic in her brain told her that this was a ruse.

But her natural empathy, that sixth sense that she’d come to rely on all her life, told her otherwise. This was the Flash she recognized, the one that had always done his job to the best of his ability. The one that took to every task with calm professionalism and met every request with the utmost respect. His loyalty had been laid bare to her so many times in the past that now, even with his lone eye, missing wing and older body, she could see it again as if a book had been laid open before her.

But that wasn’t the only thing within the pages of his mind. Beneath his loyalty lay a blanket of sorrow. Layer upon layer of misery, coating every motion and thought, rooted deep into his soul so as to be a permanent fixture. Cadance had seen many a depressed and lost pony in her time, but this…

Tears welled in her eyes. “Oh, Flash, what happened to you in this place?”

He looked away, sucking down a long breath. “I lived.”

They were only two words, but they held so much weight.

Flash shook his head and turned back to her with a small smile. “Please, Princess, don’t cry for me. Now that you’re here, I can finally know a little happiness. You really can’t know how wonderful it is to see your youthful face once more.” He tugged gently on her leg before picking up his spear and walking away. “Come, we mustn’t wait around too long.”

Cadance wanted to object. She wanted to hug the poor stallion and let him tell her all his woes, to reward his everlasting service. Instead, she squashed such thoughts beneath the weight of her responsibilities. She was still thoroughly confused as to her surroundings, had no idea what was going on, and possessed no way to know if her husband was safe. She had a kingdom to protect, and the Crystal Heart was her best bet for that goal. She could pick out the facts and settle her conscience afterwards.

But first, she needed to know where she was.

“Flash, what did you mean earlier when you said we’d been ‘moved?’ ”

He shrugged. “Couldn’t say. All I know is that doors rarely lead where they’re supposed to, and you never know where the next corner will take you. I think I’ve been all over Equestria by now, but sometimes it feels like I never left the Crystal Palace.”

So, not just temporal displacement, but spacial as well? Beneath the continuous squirming of Cadance’s stomach from this strange world’s overbearing negativity, Cadance gained an added layer of nervousness. How were they supposed to get to the Crystal Heart under these circumstances? What would Celestia do at a time like this? Or Luna.

Or Twilight. Yes, Twilight. Twilight would face the situation logically. Cadance needed to do the same.

That started with the obvious. “Okay, Flash, how do you know we’re going the right way?”

“Blind faith.”

So much for logic. Lips pursed, Cadance shook her head. “That’s not the most reassuring answer.”

“Hmm.” Flash’s gaze turned thoughtful. He turned to a door just like all the others. “I’m no expert on temporal mechanics, but I know a time loop when I’ve been caught in one. We’ll get to the Crystal Heart, Princess, don’t you worry about that.”

He shoved the door, and the two found themselves on a catwalk. Cadance slowed, her eyes taking in the rusted metal walls and darkness underhoof. Was it some kind of factory?

She came to a pause, gritting her teeth as a fresh wave of nausea struck. “Flash,” she hissed.

He paused to look back, then looked into the darkness. They both stood perfectly still, Cadance holding her breath lest she give her position away. Something shifted in the shadows, and strange, moist sounds reached them from below. Cadance glanced back at the door they’d come through, only to find it had been filled in by a brick wall while she’d been distracted. She cursed under her breath; this world got crazier and crazier by the minute.

Perhaps she could break through with her magic? She went over the idea in her head, but dismissed it; she had no idea if whatever was below them could reach them in the first place, or its speed. For all she knew, it might be able to snatch up Flash before he could get to the door.

Flash raised a hoof to his lips and gestured with a nod along the catwalk. Cadance nodded in turn, and the two of them crouched low to crawl over the darkness. Cadance wondered if she shouldn’t try flying, but decided it was too risky. With her bright coloration, it would take the blind not to see her, and that still left the one-winged Flash vulnerable.

It abruptly dawned upon her how foalish this must have looked. Here she was, a mighty alicorn princess, and what was she doing? Crawling. She could almost hear Luna laughing at her. Had the Princess of the Night been there, she would have probably gone into the room horn blazing. And why not? With all the power in an alicorn’s horn, what was one monster?

But Cadance wasn’t like her adopted aunt. She had no combat experience to speak of. Indeed, the thought of fighting frightened her a little, especially against a foe she didn’t know. She defended her decision further by theorizing that she would need her magic for when she reached the Crystal Heart; surely it would require some kind of assistance from her to properly deal with the strange enchantment set upon the world, otherwise it would have done the job already.

The world. Now there was a scary thought; just how much of the Empire had fallen under this malaise? Could all of Equestria be affected? More to the point, what being was powerful enough to make a spell so wide-ranging?

Cadance grit her teeth, her determination mounting. Maybe she didn’t have Luna’s aggression and combat prowess, but she was still a princess. She’d solve this problem her way… as soon as she figured out what her way was.

The groaning, wet noises pulled her from her thoughts. They were surrounded by darkness now, the catwalk behind her leading only into more shadow. Ahead of them, she could just make out a wall of rusted metal over Flash’s shoulders, where a small magelight flickered dimly.

She longed to reach that light. Here, surrounded by shadows and with the strange sounds bubbling from below, Cadance felt vulnerable, as if something might rise up to grab her at any second. She swore she could see movement in the darkness on either side of her, but didn’t dare give the thought any credence. They just had to focus on reaching the other side, no more, no less.

A new sound reached her ever-perked ears: something like the sloppy slurping of a straw. Flash went stiff, and Cadance followed suit. The sound repeated, and then continued in a long, unpleasant constant. The best word Cadance could think of for it was slimy. She shifted her head, trying to look through the wire mesh beneath her, but only saw darkness. Even so, the noise grew steadily closer.

At last, something emerged from the black: a pair of thick brown tentacles. They were not smooth, soft-looking things, but were covered in hideous yellow growths and bulbous masses that reminded her of a cancer. The things were coated in a sickly, orange material that made her think, most unpleasantly, of snot.

It took all Cadance’s willpower not to shudder at the sight of the things. Her eyes went to Flash, who had his head tilted at what had to be an uncomfortable angle in order to look at her over his shoulder while keeping as low as possible. He mouthed ‘stay still.’

Slowly, the two tentacles arose on either side of the catwalk. They began to sway over it, passing back in forth with lethargic motions. They would occasionally twitch, as if a muscle had spasmed uncontrollably. Cadance tensed every time they did, halfway convinced the little jerks signaled a coming attack. With agonizing slowness, one of them approached her from behind. Though she didn’t move a muscle, Cadance followed the hideous thing with narrowed eyes. It slithered through the air, undulating and weaving, but never touched the catwalk itself. Did it not sense by touch?

The tentacle began to move over her position. She held her breath, muscles taut with anticipation. Even when some of that disgusting mucus dropped onto her side, the cold gunk sliding down her ribs, she kept as still as possible. Her heart threatened to break through her chest with its frantic beating, but her mind was clear and prepared. If the thing so much as grazed her, she was ready to ignite her horn in an instant.

Over her shoulder, then her head. She realized too late that her horn might be in the way. A tightness came upon her as the ugly thing grew closer, but she exerted all the mental strength she could to keep from moving.

It passed overhead, so close she could swear she felt one of those nasty yellow tumors brushing against the tip of her horn.

She didn’t relax. On the contrary, her attention now went to the tentacle that had been hovering over Flash this entire time. He held just as still, his eye on her despite the threatening horror over his head. Cadance only watched in tense silence as the two tentacle touched just above him. They wrapped around one another, the contact between them creating more of those sickening, moist sounds. More yellow gunk dripped off of them, landing on Flash’s wings, and still the ponies didn’t move.

Then, the two tentacles separated amidst gut-churning, smacking sounds. With as much sluggishness as ever, they receded into the darkness below.

Cadance continued holding her breath, even after the things faded into shadow. She silently thanked her alicorn anatomy for making breathing an act of comfort rather than survival. Her chest ached, but it was a minor nuisance at best. Her attention turned back to Flash, who gave the tiniest of waves with his hoof before resuming his crawl, this time at a much slower pace.

As they moved on, Cadance divided her time among watching for the monster below, keeping her movement slow, and thinking on her situation. Her thoughts drifted to Shining Armor and his potential fate, to the other princesses and whether they knew of what had happened, and the Crystal Ponies and how they might be holding up in this situation. Perhaps only the castle had been affected? She dearly hoped so.

Then again, there was always the possibility that this was all a dream… even if it seemed highly unlikely by this point.

At long last, they reached the opposite side of the catwalk. They were beneath that flickering light and against the rusted iron wall. They could move left or right, either way being little more than more catwalks and darkness. Without a word between them, they agreed to turn right. This proved fortuitous, for after only a few feet of quiet movement they came upon a plain doorway. Flash reached it first and stood up with such caution Cadance wondered at how painful the motion had to be, then grabbed the handle and pulled.

The door opened with a shriek of hinges. An instant later, the sound was overwhelmed by a throaty, gurgling roar.

Flash cursed and flung the door open. He tried to stand aside to let Cadance through first, but she was having none of his nobility; she snatched him up with her magic and tossed him through before running inside. She turned and grabbed the door with her magic, but paused as a tall, thin shape emerged from the shadows below. It wasn’t another tentacle. No, whatever this thing was, it had a head and shoulders, though no arms to speak of. The features were shrouded in shadow, but she could feel it staring at her.

That wasn’t anywhere near as bad as the horrible emotions that radiated from it, emotions Cadance easily recognized: envy, with undertones of guilt.

She slammed the door closed just as the tentacles began sliding over the catwalk’s railings. She spun away and discovered crystal walls yet again. Flash was already moving through the room, and she hurried to follow as something banged against the metal door behind her.

They burst through a door and into another, larger room of crystal. Flash shut the door behind them, then sagged against the wall. “That should be enough,” he muttered between panting breaths. “It won’t follow us this far.”

At last, Cadance breathed again, having momentarily forgotten that she’d stopped. As air reached her lungs, the tension in her body abated and the pain in her chest steadily ebbed. Of course, it was replaced by that endless churning of her stomach, but she ignored it in favor of observing the area. Crates and boxes littered the room from wall to wall, and she realized they were in one of the unused rooms near the top of the Crystal Castle. Assuming whatever force controlled this world didn’t send them into some random direction with the next door, they would be in the hallway leading to the Heart of the Kingdom.

“We should rest for a moment,” Flash muttered, settling on the floor.

She turned to him, expression firm. “How do you know that thing won’t come in here?”

He rubbed at his chest and grimaced as if in pain. “Because I’ve encountered it before. Killed somepony I’d stuck by for a good while after things went to heck. It doesn’t leave that room. No idea why.”

She narrowed her eyes in thought, but saw no reason to argue with him. It would have done her no good. “We should keep moving. The Crystal Heart is close.”

“We should rest,” he repeated. “We don’t want to move on tired.”

Cadance had to acknowledge that her legs and shoulders were sore from all the crawling, which had been done in a position that was by no means natural for a pony. Even so, resting when her goal was within reach? “No. I have a kingdom to save.”

“Princess.”

She paused, half-turned to the doors. Something in his tone held her, and she gave him a questioning look.

Flash returned the expression with a pleading one. “Please. Just for a moment. I promise, things will work out okay.”

She hesitated, looking to the door, then back to him. “Why do you delay, Flash?”

He swallowed audibly, his eye glistening. “Because I’ve been waiting for this moment for a very long time, and I’m tired. I finally found you again, and soon…” He pulled his head between his shoulders and closed his eyes, a tear dripping down his cheek. “Let me savor it. Please. It’s my last chance.”

Sadness. Resignation. Just a hint of desperation.

Cadance turned to her loyal guard. “Flash… Do you know something?”

He bowed his head, shifting from side to side. It took time for him to speak. “You’re nothing like I expected.”

She blinked, looked down at herself. “What did you expect?”

He smiled up at her, lips trembling. “For a peaceful mare thrust into a world of blood and death and demons, you’re very calm. I thought you’d be more… panicky.”

At that, she sighed and sat before him. “This is not my first experience getting tossed into unusual and frightening worlds, though it is by far the creepiest.”

A weak chuckle rose from his throat. “That might make for an interesting story someday. You’ll tell it to me later, won’t you?”

“Of course I will.” She wanted to smile for him, but dark thoughts weighed too heavily on her mind. “Flash? You say you’ve seen these events before?”

He turned his face away and didn’t answer.

Cadance pursed her lips. “What’s coming, Flash?”

Seconds passed. He wouldn’t look at her. Cadance continued to stare, her gaze growing more and more intense, but he didn’t budge. Just when she considered giving a direct order, he spoke. “When we get to the Crystal Heart, I will die.”

She blinked. Again. Her mouth opened, but no words came out.

“I will be there. A younger me. I’ll see it happen.” He chuckled and rubbed his chest again. “I’ve known for who knows how long that seeing you again would be my doom.”

Cadance took a step closer, her head low so that it was even with his. Still he wouldn’t look at her. “B-but you saw it. That means you know how you die, right? We can stop it.”

At last, he looked at her, and his eye was clear. “I don’t want to.”

Yet again, she was rendered speechless. She could only stare, mouth closed and mind running circles around his words.

He smiled and reached up to pat her shoulder. “Princess, I am no strapping colt, not anymore. I’ve been through all kinds of torture, made friends just to watch them die or get separated and never see them again. I can’t say how long I’ve been wandering this place, but I’m reasonably sure I could call it ‘most of my life’ and not be inaccurate. I’m ready for this.”

She sat once more, feeling as if a knife had been thrust into her chest. She could sense his honesty, and the quiet but strong confidence that told her he’d not be dissuaded. Lips trembling, she asked, “Then why don’t you want to go?”

His smile only broadened, and something new arose from his heart: love. Not a romantic love, but a love born of loyalty.

“Because you are my princess, and I want to savor a few precious minutes in your presence before I go. If that meets with your approval.”

Cadance could describe her feelings at the moment as one part flattered and one part disturbed. Her heart bled for the stallion as she reached forward to part his greying mane and look into his tired, hopeful gaze. “Flash… can you promise me that things will go well after…” Her throat constricted.

His smile didn’t falter. “When last I saw you, things were going smoothly. The problems hadn’t been solved, but I know you succeeded.”

With that, she settled down before him. Her heart continued to ache as she pressed her forehead to his, her horn parting his mane. “I’m so sorry that you had to go through this, Flash. You always were one of my most dependable guards. I wish I could have done something to help you sooner.”

She pulled away, tears in her eyes, and set a hoof atop his. “If giving you a few moments of my time will help ease a lifetime of misery, then you may have it. You deserve so much more.”

Flash closed his eye, his face set in a content smile. “Thanks you, Princess. I could ask for nothing better.”

And so they sat in the silence and the shadow, taking this last opportunity to be comforted by one another’s company.

Cadance couldn’t be sure of how long they’d remained in that room. It had been long enough for the world to transition again. The silence returned not long after their decision to rest, and once it had left the world had gone back to that unpleasant pallor from before. Flash insisted that there was no point pressing on while Pale remained, and she hadn’t argued with him.

Part of it was a fear of what might happen once she left the room. In many ways, she felt as if all this waiting was only causing more problems. She tried on several occasions to convince him to leave, and ultimately attempted to go without him. To her consternation, she found herself walking through a spacial loop where leaving the room from one door only led to her entering it from another. She attempted to reverse the process by walking in the opposite direction, and thought she’d had success when she started off in an unfamiliar hallway. That hope was dashed when she walked through a room at the end of the hallway only to find herself with the patiently waiting Flash.

“This world behaves by its own rules,” he had explained to her. “Trying to make it bend to your will just doesn’t work.”

Though frustrated, Cadance had at last given in and settled back down with her guardpony. She tried to be pleasant and entertain his questions. It rapidly became apparent that Flash was only reliving his youth via his queries. She suspected he already knew most of the answers. His manner frustrated her, but she tolerated it for his sake.

She tried to get Flash to let her help him. She pressed him to tell her how he knew he would die, but he refused to explain. This simply would not do, and she made it clear to him. When he still refused, she resorted to a wide variety of tactics; subtle suggestions, leading statement, logical reasoning. When those didn’t work, she resorted to outright ordering him to tell her. He didn't budge. Cadance grew desperate to find a way to prevent the death he predicted, to the point that she even begged him to let her help, but nothing broke through his steadfast resistance.

Her most loyal guard, once pliable and obedient to her every command, now acted as an impenetrable wall.

Seeing her distress, Flash reached out to touch her hoof. “Please, Princess. You shouldn’t trouble yourself with my wellbeing. I always lived to serve. Believe me when I say that my death will be a good one.”

Cadance, half turned away from him, had tears in her eyes. “No death is a good one, Flash. I never wanted you to die, for my sake or otherwise.”

“I swore an oath,” he replied softly. “I won’t back down.”

Wings limp and shoulders slumped, she cast her eyes upon his weak smile. “Where did it go wrong, Flash? What in Celestia’s name happened? Why is everything like this?”

He merely shook his head. “I have no answers for you. I’m sorry, Princess, but I met nopony in all my travels who actually knew why the world went to Tartarus. Not even your sister-in-law.”

Cadance’s ears perked. The shakiness in her voice only grew worse. “Y-you met Twilight? Here?”

He nodded solemnly. “I don’t think she’d been here for very long. She was still confused by the nature of this world. At any rate… Princess?”

Cadance had buried her face in her hooves, shivering lightly. “If Twilight is here, then this curse must have stretched across all of Equestria! What evil is this?”

Flash sat up straight, his gaze set on the floor. He shuffled in place, eye flitting about the corners of the room. At last, he responded, “The Maw.”

She looked up, eyebrows raised. “The what?”

“The Maw,” he repeated with a shiver. “I’ve seen it. Once.”

Cadance’s breath left her, but only for a moment. She leaned closer to him, but he avoided her gaze. “Tell me more.”

The color faded from Flash’s cheeks and his eye widened. He worked his lips slowly, licking them and swallowing audibly. “It’s… I don’t rightly know. But it looks like a giant ring made of metal. And inside of that, darkness. True darkness, more black than you’ve ever imagined, the kind of black that feels like it’s going to suck out your soul.”

The image floated in Cadance’s mind, but she sat back and frowned. “That sounds… mundane. Is it a magical construct?”

Flash’s shaking only intensified, but he forced the words from his lips. “I… I don’t know, but I think it’s alive. When I saw it, I swear something looked back. There’s evil within that darkness, an evil that goes beyond our comprehension. I could just feel its power oozing over me, like I was awash in the bodily oils of a demon from an entirely different plane of existence.”

“Flash—”

He lurched forward, wrapping one of her hooves in both of his and gazing into her eyes. “Please, Princess, whatever you do, do not look for it. If you go near it, I don’t even want to know what it would do.”

She didn’t pull away, but returned his grip in hopes of providing comfort. “But Flash, this thing may be the key to saving everypony.”

He shook his head forcefully. “The Crystal Heart is the key, I know it! That’s what you need to focus on.”

“But if this ‘Maw’ is connected to the chaos affecting Equestria, maybe stopping it will save you!”

“I don’t want to be saved!”

She leaned back at his outburst, jaw loose and ears folding back.

Flash raised her hoof to his chest and stroked the back of it, his pleading eye set upon hers. “I don’t want to be saved. My only concern is you. Please, Cadance, protect the Crystal Heart. That will solve everything. There’s no need for you to go into more danger than is necessary.”

She stared at him for some time, trying to think of something to say. Her logic and compassion for his plight had been sidetracked by the vehemence of his intent and the passion that seeped through his emotions. When she finally did speak, her words were not what she intended.

“You called me by my name.”

He bowed his head, shame filling his features. He didn’t let go of her hoof.

She heaved a deep sigh. “Okay, Flash. If it’ll—”

For the fourth time in recent memory, all sound ceased. The pain came back, but Cadance was ready for it this time. She bent down, grinding her forehooves into the floor and taking long, deep breaths through her wide open mouth. It was all the same as before: hatred, rage, despair, fear, loss. Every negative emotion she knew, all wrapped up in the mental equivalent of a baseball bat being slammed into her stomach again and again. She swallowed, spat a small gob of saliva on the floor, and focused all her efforts on not vomiting.

When the pain finally ebbed and she had recovered enough to sit up straight once more, she found Flash still sitting before her, his expression pained. “Are you alright, Princess?”

Cadance took a few more deep breaths, a hoof set to her chest. She brushed a lock of mane from her face and nodded weakly. “I’ll be okay.” She looked about to find that, once more, the world had fallen into darkness. “You called this the Veil. What is it a veil for?”

“I hate to keep saying it, Princess, but I just don’t know.” He stood slowly, and Cadance was sure she heard cracking from his knees. If the motion brought him any pain, he did a phenomenal job hiding it. “I think we’ve waited long enough. Are you ready to move on?”

She felt at her stomach, which continued to roil. “Yes. I want to end this as soon as possible.”

He smile and held out a hoof, helping her stand. “Then I apologize for making you wait. Thank you, Princess, for indulging an old soldier.”

“You’re not that old, Flash.”

He chuckled and stepped past her for the door. “Maybe, maybe not. Hard to tell in this place.”

She cocked her head and followed. “Flash, if you don’t mind my asking…”

Pausing at the door, he glanced back. “As if I’d say ‘no’ to you.”

Cadance rolled her eyes at that. “You’d best be careful, or my husband will think your affections are something more than platonic.” Shaking the silly idea away, she asked, “How did you remain sane?”

He paused, a hoof on the door handle. Lowering his head, he spoke so quietly that she almost didn’t hear him. “I didn’t. There was a long time when I just… existed. If Chrysalis hadn’t come along and snapped some sense into me, I don’t think I’d have…” He closed his mouth, pressing his lips tightly together as the hardness came back to his face.

Chrysalis. Out of all the mysteries this day – days? – had offered, that one bothered Cadance the most. “Flash, are you really sure she’s trying to help? I mean, what if she did something to you?”

“Like muck with my mind so I’d believe whatever she said?” He sighed and kept his head bowed. “I don’t know. I hope that’s not the case. I’m not sure it matters, though. Whatever Chrysalis’s intentions, I know what I saw so long ago was no illusion. I know that this is right.” He looked up at her from the corner of his eye. “Please, Princess. Trust me.”

She wanted to. Cadance knew that, in his heart, Flash believed in and meant every word he said. But to trust him… Did that mean trusting the word of Chrysalis? Could she possibly go that far? The very name filled her with disturbing thoughts, memories of a terrible time in her life. Cadance knew she should be above such grievances. She should be like Celestia, the all-forgiving and wise.

Cadance was not Celestia. She didn’t want to believe anything that came from Chrysalis’s mouth. She would play these events out, but she would not trust in them, not until she knew the stakes.

But as far as Flash went? “I do trust you, Flash,” she replied, somehow managing to smile for him. “I just don’t trust your source.”

A light laugh accompanied his own smile. “I can’t blame you. Can’t blame you at all.”

He pushed the door open.

Cadance’s heart almost stopped.

Blood drenched the walls. Body parts lay haphazardly along the hallway. Her eyes centered upon a decapitated grey head that stared at her from across the hall with sightless eyes. The scent of fresh blood and gore invaded her nostrils. No amount of mental defense could prepare her, and she turned away to dry heave.

Pain coursed through her throat as her stomach’s acidic juices rose on their own volition. She tried to fight back against her body’s instincts, but no sooner had she begun to recover than the terrible stench overtook her once more. Tears welled in her eyes as one horrible thought pressed upon her struggling mind: those were crystal empire guards. Her ponies were little more than ripped flesh just a few feet away from her!

Someone was speaking to her. She could feel the wind of his breath on her ear. She didn’t want to hear it, didn’t want to think it. She was supposed to be protecting her ponies. They were dead. Her ponies were dead. What kind of princess was she?

She wasn’t Celestia.

She wasn’t Luna.

She wasn’t even Twilight.

She was Cadance. She was scared, and she had failed. She’s always known she would eventually. She’d never been princess material, she’d known that all along. She’d tried so hard, took to all the lessons, put on a good image, but deep down she was the most undeserving pony to ever hold such a title! What had Celestia been thinking? Dealing with a single witch was not a qualification for royalty!

Going to strange places? Fine. Defend her ponies? Good.

Seeing their bloody, hideous corpses strewn about her castle? That had not been in the job description!

Something jerked her to her hooves. A lone blue eye filled her vision.

“Cadance! Get a hold of yourself!”

“I— That’s— They— Flash?”

“I know it’s horrible, but we have to move. The Crystal Heart, Cadance, it’s right there. Do your job!”

The Crystal Heart? She didn’t care about…

She jerked away, reality smashing into her like a railcar. “The Heart!” A desperate need swelled within her, and a steely determination. “Where is it? Show me!”

Without so much as a nod of affirmation, he spun about and galloped for the door. Cadance followed, eagerness and fear swelling inside her head. They entered the hallway, which remained covered in the barely recognizable remains of her guardponies. The sight and smells threatened to overwhelm her a second time, but she focused her attention on the back of Flash’s head and pushed back her disgust. No time for the doubts that plagued her life, no benefit to entertaining the chill in her chest.

The Crystal Heart. That was all that mattered.

The Heart of the Kingdom was just ahead. All Cadance had to do was activate it, and the nightmare would be over. They passed by more bodies, more ponies who she’d failed, but Cadance hardened her grieving heart. Not now, not yet.

Their destination was a tall, rounded room, normally secured from outside threats by a significant guard presence. There were no windows and only one entrance, all to better protect the nation’s most valuable resource. Cadance and Flash rapidly came upon Love’s Circle, a hallway that surrounded the Heart of the Kingdom and allowed tourists and citizens to visit the Crystal Heart from a safe – and generally harmless – distance.

As soon as they entered the circle, they were set upon by a half dozen guards. Flash moved fast, his spear blocking the sword of one of his compatriots before flipping his spear and cracking the blunt shaft across his opponent’s muzzle. This proved enough to make the others hesitate, and gave Cadance the chance she needed to placate them.

Not much placating was required; the moment the soldiers recognized their princess, they fell to their knees. Cadance hid her cringe behind a smile, hardly feeling worthy of their devotion. “Please, all of you, rise. What is the condition of the Crystal Heart?”

Nopony stood. They were exchanging quick glances. Cadance noted the looks in their eyes and could sense their anxiety. Heart twisting, she hurried to one of the observation windows.

The Heart of the Kingdom was a tall place, stretching up several stories, and it was all beautiful shimmering crystal. Many considered it the Empire’s most aesthetic room, although Cadance thought it didn’t hold a candle to some of the more recent creations. No, what held her attention now was the Crystal Heart, which floated high above a conical plinth in the center of the room.

She could only stare in confusion. Something was… on the Crystal Heart. It was white like porcelain, held together by what appeared to be stitching and black wire. She realized after some inspection that it was some kind of creature, though its features were hard to distinguish due to the way it wrapped itself about the artifact like a lover. If she observed closely, Cadance could make out arms and legs – bipedal, it seemed – and long, thin claws.

She asked the question without thought. “What is it?”

“That,” a familiar voice replied, “Wiped out two thirds of our number, you’re highness.”

The voice was firm, holding none of the hesitation or worry that she’d seen in the other guards. It was so much younger than the one she’d spent the last several hours with, yet it was also the same. She turned to a younger, more familiar Flash Sentry, who stood before her in clean armor and all his limbs intact.

He saluted, expression grim. “Your Majesty, I take full responsibility for failing to stop the thing.”

“As well you should,” an older voice groused. The elder Flash shoved his younger counterpart aside and glared through the window, lips curled back to show his teeth. “If only we had stopped it the first time.”

Flash stared at the new figure, his eyes like saucers. “You’re me.”

Elder Flash rubbed a hoof across his forehead with a low groan. “Yeah, I remember this conversation.”

“I… What?” Flash sat and shook his head as if to clear it, then squinted at his older doppelganger. Now that the two were side by side, Cadance came to recognize just how much older her companion had become; the Flash she’d spent all her time with had to have been past his middle ages.

The older pony turned to his young twin. “Yes, I’m you. You’re me. Enjoy it while it lasts. And hey, guess what? You’re gonna survive this thing. That’s worth a smile at least, right?” His ears folded back and his tone turned much darker. “You won’t be smiling for long.”

Flash stared at him, then looked to Cadance. “P-Princess?”

Cadance stood tall and gave him the best commanding look she could muster. “I’ll explain later, Mr. Sentry. For now, I need everypony remaining to be ready. Gather them up. Now.”

The young guard looked from her to the stallion before him a few times. Then he swallowed, nodded and turned away.

As he went to bark orders, Cadance turned to her companion. “My husband’s not here.”

The elder Flash nodded, his face returned to stone. “No, he’s not.”

Cursing under her breath, Cadance pushed her worries aside in favor of the moment. “You were here before. You know what is going to happen.”

“Assuming that things play out exactly the same. They have so far.”

She sat and gestured to the thing hugging the Crystal Heart. “Then talk. Explain.”

He shook his head. “There’s really no need, I think. Whatever you decide to do, things will play out the same.” But when her eyes narrowed, he hurried to add, “But I guess it won’t hurt if I talk either, right? You’re going to try to activate the Crystal Heart.”

Cadance couldn’t hold back the bite in her words. “Of course I am. The question is, what is it—” she thrust a hoof at the creature, “—going to do in response?”

“Attack,” He replied, expression grim. “Swiftly. Violently. You won’t be able to do your job without dealing with it first.”

“Then we deal with it.” She turned just as the young Flash was bringing the remaining guards to her. She did a quick headcount and felt sick. Well, sick-er. “This is all that are left?”

Flash nodded prior to saluting. The remaining guards followed his lead. “We’re ready for anything, Your Highness.”

Cadance closed her eyes and took a few slow, deep breaths. She knew what needed to be done. If the creature was in the way, it would have to be dealt with. She told herself that, but a small voice in the back of her mind protested the very idea. To order the death of a living creature? The very idea left her weak in the knees.

But she’d seen the bodies, what was left of them. The monster they faced was not one to be dealt with lightly. Her course was clear, no matter how much she hated herself for having to take it.

Celestia would have found a way to placate it.

Luna would have killed it already. On her own.

Twilight would have captured it for study and rehabilitation.

With one last, slow exhale, she opened her eyes. She hoped her gaze was as commanding as she intended.

“I must activate the Crystal Heart,” she told her guards. “That creature is going to try to stop me.”

Flash squared his shoulders and nodded. “Then we will protect you, Princess. It will have to get through us before it gets to you, and I promise, we won’t make it easy.”

He said the words, and his conviction was firm, but some of his comrades had gone pale. Cadance could feel the fear and nervousness they exuded. Was it really right of her to force them to do this? How many would the creature kill if she didn’t act fast enough? She cast a wary glance at the elder Flash. He only nodded.

He knew what was coming. He’d seen it. If he told her this was the correct course, then things would go well.

Right?

She turned back to the brave stallions before her. “I trust you all to do what is necessary. I know I am asking much, but today is not a day for hesitation. We must succeed here, my friends. There is so much at stake, far more than our lives. We can stop this curse and bring the Empire back to the way it was, and then? Then we will review the cost.”

Cadance didn’t know if that would qualify as a proper motivational speech. It didn’t feel like one in her mind, but she’d never had to command soldiers to their deaths before.

That thought struck her like a ton of bricks, making her wobble on unsteady hooves. Something firm pressed against her side, and she steadied. She gave the Elder Flash what she hoped was a confident smile, then brought her attention forward once more. Oh Goddess, she was really going to do this, wasn’t she?

“Are you ready?”

She’d meant that to sound more forceful and loud than it did. Even so, the guards before her cried their affirmation, and she could sense that they were, at the very least, steadier in their certainty. It would have to be enough; she turned away and marched for the entrance to the Heart of the Kingdom itself.

Standing in the entrance ahead of her guard, Cadance allowed herself a moment to study the creature. It turned a vaguely equine head her way. To her surprise, its eyes were little more than black buttons. It possessed a mane as well, long and black and straight, which shimmered like silk but otherwise hung limp. The creature’s mouth parted to reveal… teeth? She peered, trying to make out what she was seeing.

Sewing pins. The monster’s teeth were sewing pins. They’d been pushed through the upper and lower lips to form thin, pointed and uneven teeth. The monster tilted in her direction, and Cadance couldn’t tell if it was trying to grin or threatening her.

Her guards spread out, forming a line behind her and brandishing their spears in preparation. The two Flash Sentries stood on either side of her, the elder to her left and the younger to her right. The creature turned its head in slow, sweeping arcs, hissing and flicking a tongue made of red ribbons.

“Okay, Cadance,” she whispered to herself. “You can do this.” She’d been in battle before. True, the Tatzlwurm hadn’t been all that bad an opponent, but that still counted. This thing was smaller, surely it wouldn’t be worse. Maybe she could even… She took a step forward, igniting her horn.

Only instinct and luck kept Cadance alive. She dodged sideways as the monster flung itself from the Crystal Heart and thrust its claws at her in the blink of an eye. She leapt away, wincing as a second swipe raked her flank. A blind buck landed on the creature’s chest, and to Cadance’s surprise the pale body seemed to cave in on itself. The blow was enough to make it stagger backwards, but the collapse of its upper body only served to cushion the hit. Already it was moving forward, its chest expanding back to its former size.

Cadance had just enough time to recognize the claws as scissors before she had to leap back, too slow to avoid thin cuts to her chest. By this time her guards were charging into the fight, giving her the desperate time she needed to gather her wits.

Until she saw the first guard’s head fall off.

Panic gripped Cadance as she watched two more fall, their bodies limp and bloodied. All her drive left her upon realizing the sheer brutality and force of the beast dancing before her. It stood taller than even Celestia, its thin body weaving and rocking to dodge spears and bucks as if it were little more than a piece of fabric. Cadance brought her wing up just in time to keep blood from splashing across her face.

The younger Flash stood between her and the monster, brandishing his spear. “The Heart, Princess, The Heart!”

The monster lunged, and Flash struck. His spear ripped into the thing’s chest as if it were paper, but didn’t slow down the attack. Cadance opened her mouth to cry out, the spell coming too slowly to her fear-addled mind.

A flash of orange, a pained cry, and Flash was on the ground. Blood poured from the twitching knub that had once been his wing. His elder twin was on top of him, a thin cut on his shoulder. “Not yet, little buck. You’ve got a lot of work to do before you die.” He whipped his head to Cadance. “The heart, Cadance, get the heart!”

The heart, right! Cadance shook off her stupor and turned to the Crystal Heart.

“No, not that heart!”

What? She turned her confidence shaking as she looked in the direction he pointed his spear.

She saw it. The monster’s insides had been exposed, revealing a mess of twine and yarn and threads. There, nestled amongst the strange innards, was a large fire ruby in the shape of a heart. The moment Cadance saw it, she understood.

As her guards darted about in a desperate effort to avoid the creature’s claws, Cadance ignited her horn for a basic spell. Her aura wrapped around one of the beast’s legs, pinning it in place. She had hoped to hold its entire form, but as soon as the monster recognized what was happening it began lashing out wildly, its movements far too fast for her to concentrate on. Claws and arms and body whipped about in a silent maelstrom of violence, and the guards were unable to come any closer.

Worse, she couldn’t see its heart.

Cadance considered the situation. For all her alicorn magic, she knew she couldn’t hold the monster forever. It or she would tire out, and given that it had no apparent organic parts, how was she to know if it even could tire? She could attempt to activate the Crystal Heart, but there was no guarantee it would expel this monster. She focused on the creature itself, seeking out its emotional state.

She found envy, mistrust, arrogance. All of it layered by a thin veil of greed.

Her concentration was broken by the slightest pain in her cheek. Cadance shook out of her empathic attention and yelped, ducking her head as something tiny darted past. Her guards cried out and tried to cover their faces as more of the miniscule things went flying from the monster. One stabbed into Cadance’s leg, bringing a pain not unlike a bee sting. She examined the wound and saw that the flying objects were sewing needles.

With a grimace, Cadance threw up a shield. “Everypony, behind me!” She didn’t need to tell them twice.

For a moment, things calmed down. The monster was still thrashing wildly, but its needles bounced harmlessly against her shielding and her guard had the chance to catch their breaths. But now Cadance found herself in a troublesome spot. Her magic was strong, but she lacked the sophistication of her fellow princesses; she’d never be able to activate the Crystal Heart while holding the monster and maintaining a shield at the same time.

Cadance took a moment to examine her guards. They were down to merely half their previous number, and none had come out of the fight unscathed. Even those who had avoided the monster’s claws were bleeding profusely from dozens of needles imbedded in their flesh. If only there was a unicorn among them, one might be able to help her.

The younger Flash stood before her, his stub bleeding profusely. Though he clenched his teeth in pain, he still held his spear at the ready and saluted. “P-Princess. We can still fight.”

She looked to him, then to her few remaining guards. She bit her lip at the sight of their blood. She didn't even want to think of the bodies that now littered the room. Could she do it? Could she condemn these soldiers to their deaths? No… But something had to be done. What would Celestia have done in this situation?

“If I might make a suggestion?”

She turned to the elder Flash, who was still bleeding lightly from the scratches in his sides. If he was in pain, however, he gave no indication of it.

“Let the monster go.”

“What?” The younger Flash stomped his hoof, wincing from the pain the act produced. “Are you crazy? That thing will slaughter us!”

But his elder didn’t acknowledge the protest. He merely stared up at Cadance, his gaze firm and his spear ready. He radiated confidence… and determination. Upon recognizing this, Cadance also recognized that the time had come.

“But Flash, you’ll…”

“I know.” He smiled and shrugged. “And you know. This is how it has to be, Princess. The Kingdom comes second.”

She hesitated, glancing at the creature on the other side of her shield. It hadn’t slowed down, its arms flinging about in a pale blur. The total silence of the thing alone was enough to unnerve her. “And… I’m first, right?”

His smile turned sad. “You’re getting it.”

“Don’t do it, Princess,” the younger Flash warned, and the other guards voiced their agreement.

She closed her eyes, heart throbbing and insides churning. Why did she have to make this decision? Why had Celestia placed a crown upon her head?

It didn’t matter. She knew what she had to do.

“I’m sorry.”

“I know you are.”

With a weak moan, she turned to the monster. The glow of her horn dimmed just slightly, and it was free.

Within an instant, the creature hurtled itself at Cadance’s shield. She backed up on instinct, but the monster only slammed into the barrier. There was a loud ripping sound, and Cadance watched in quiet disbelief as the scissor claws on its hands fell away, having hit the barrier so hard they’d torn through the fabric holding them in place.

Cadance didn’t see the blunt end of the spear swinging towards her until it was too late. It smacked the base of her horn, knocking her head back to an uncomfortable angle and making her shout. With her surprise, the magic disappeared with a pop, and the shield fell. Her guards cried out in alarm…

Then everything went quiet. Cadance didn’t want look down. She waited a second, two… then forced her neck upright once more.

The elder Flash Sentry was on his hind legs, pressed tightly against the creature. His spear protruded from its backside, covered in torn fabric and loose string. Halfway across the room, the fire ruby sat innocuously on the bloodied floor. The monster’s body hung limp like so much loose cloth.

But its mouth, and all those wicked needles, were wrapped around Flash’s throat. He collapsed, coughing and hacking. Blood poured from his neck as he rolled onto his back.

Cadance dropped beside him, fresh panic coursing through her as she tried to determine the best way to remove the needles. “It’s okay, Flash, you won’t die. I promise, you won’t die! Oh, what were you thinking, you stupid, crazy colt!”

She pulled a needle out. Another. The bleeding grew worse. Cadance raised her hooves over him and let them hang there, unsure of what to do. Tears burned her eyes. “Why? You didn’t have to do that.”

He wheezed, his chest convulsing. Slowly, his remaining eye shifted to catch hers.

His lips trembled into a smile.

“No!” She encased his throat in her magic, feeling for his wounds but having no idea what to do about them. “I was supposed to stop it! You were supposed to live! Please, Flash, you don’t deserve this!”

His hoof touched her cheek, and all thoughts ceased. She stared at the aged stallion dying before her, at his pleasant smile and his convulsing chest. For a brief moment, she saw him as he once was: young, loyal and confident. She imagined all the terrors he’d gone through, how this mad world put him through more pain than she could understand. How he had come through it all with his mind and soul intact, against all odds.

All for loyalty to a pony who didn’t deserve it.

Because she didn’t. Cadance knew better than anypony, she didn’t.

The convulsions ceased.

Eyes closed.

The hoof dropped to the floor.

Cadance wept.

Sickness – Fluttershy

Although some might have accused her of it, Fluttershy was not scared. As she kept her ears aimed at her friends and their discussion of coming attractions – as Rarity so pleasantly put it – her eyes were set on the visibly anxious Twilight Sparkle. Twilight sat directly across from her, chewing the tip of her hoof and staring out the window as if she expected the sun to abruptly drop out of the sky. Her mane waved back and forth with the train’s gentle rocking, a mesmerizing motion when Fluttershy kept her eyes set upon the tips.

The colors swayed before her eyes, a violet ocean to be lost in. Twilight’s whimpers and gentle mutterings were like pins in Fluttershy’s heart. But she tolerated them, for she knew that her friend would only respond to comforting as if she were being interrogated. Such was the way she dealt with things, and Fluttershy wouldn’t add any more tension to the scene before her.

Rarity’s fanciful voice found its way into her eardrums, set to maximum indignation. “Honestly, Rainbow Dash, we’re not going to war. I think you’re too eager for a fight at times like this.”

Her class was promptly counteracted by Applejack’s brusque drawl. “I gotta agree with Rares on this one, RD. Besides, I think Twilight’s got enough on her mind without you giving her fresh ideas.”

Fluttershy managed to pull her gaze away from the swaying shades of purple and take in the rest of the train cabin. It was of expensive stock, with varnished wooden floors, lush white wallpaper and the sort of curtain even Rarity might consider gauche. All her friends were squeezed into the space, with Pinkie rubbing shoulders with both her and Applejack. Rarity was compressed between Rainbow and Twilight and, unlike their ever-energetic pink friend, did not appear to be enjoying the position. She fidgeted constantly, her porcelain hooves sometimes reaching up to adjust her mane lest it get caught in those of Twilight’s or Rainbow’s. Fluttershy briefly admired the way that one big curl bounced pleasantly to the car’s rhythmic rocking.

Twilight’s ear twitched, but her gaze didn’t leave the window. If anything, her mumbling only grew more fervent. Did that hair just pop out of place, or had it been like that all along?

“Oh, come on, guys.” Rainbow’s voice managed disappointment and joking dismissal as only it could achieve. “I don’t actually want the changelings to be invading again.”

“Detection spell… Maybe Luna, this time?” Twilight ruffled her wings. “Maybe we should check the caverns first.”

The alicorn’s mumblings tempted a blush out of Rainbow’s sheepish, crooked smile. “But seriously, it’s been kinda dull these past few months. This could be our chance to do something exciting again.”

No voice was more distinctive than the bubbly cheer of Pinkie. Nor as loud. “Yeah, we can use this opportunity to have fun! You think maybe she wants us to do the whole diplomacy thing again? Oh, oh, I know, she wants us to go meet the changelings to negotiate peace! I’ll bring the cake.”

“Y’know, that actually sounds worthwhile.” Applejack tipped her Stetson back to offer that charming smile of hers. “One more bunch to learn the message of friendship, right?”

For once, the Lady Rarity had cause to genuinely smile. “And just think, I can take advantage of the opportunity to teach them all about fashion!”

Even Fluttershy felt obliged to join in on assaulting her friend with a deadpan stare, prompting Rarity to raise her muzzle at the lot of them. “What? Have you forgotten what the poor things look like? They are in desperate need for an image upgrade, and who better to offer it than moi? Beside, can you possibly imagine a more perfect model than a shapeshifter?”

“Yeah, I doubt the changelings would be impressed by fancy dresses and frilly bows.” Rainbow blew her mane from her face prior to offering a particularly prolonged eye roll. “If anypony was gonna get them to be friends with ponies, it’d be Cadance.”

“Cadance. Maybe it’s something to do with Cadance.” Twilight whispered the words, but they were audible to all.

A blanket of silence covered the ponies as each of Twilight’s friends took great pains to avoid looking at her. All except Fluttershy, who returned to her unpleasant vigil. By this time Twilight had given up the toothy assault on her hooftips and had her chin set on the windowsill. The position smooshed her muzzle against the glass, but she hardly seemed to care or notice.

The uncomfortable lull ended when the door to the cabin slid open, revealing a pair of bags with purple feet. “I’m back, everypony,” the bags announced. “Hope you girls are hungry.”

“You know I am!” Rainbow promptly snatched a wheat dog out of the nearest bag. “Ooh, extra relish. You know me so well, little guy.”

“Yeah, it’s not like you order the same thing every time.” Applejack had the dignity to blush when Rainbow shot a Rarity-worthy raised eyebrow at the pair of apple fritters in the farmer’s hooves. “Yeah, I know.”

“Less talk, more yummy!” Pinkie snatched an entire bag and promptly dunked her head inside, candy wrappers and pieces of cake desperately fleeing from her vacuum of a mouth.

“Pinkie, that’s no way to behave.” Rarity lifted a sunflower sandwich from one of the bags even as she patted Spike on the head. “Spikey-Wikey was good enough to go and get all of this for us, the least you could do is thank him before you dive in.”

“Eroo, wiwf,” came a sound from the general direction of the pink mane bobbing from the bag. “Fwanksf, fieke.”

Rarity heaved the sigh of the ages before offering her sparkling smile to the Spike, who looked on with a goofy grin. “Well, some of us appreciate a gentledrake. Thank you, Spike.”

“M-my pleasure.” He tittered, clearly lost in some world only the dragon knew about, but finally snapped out of it. He turned and reached into the last bag, pulling out a lettuce and tomato burrito. “Here you are, Fluttershy. Sorry, they didn’t have any seaweed.”

At long last, Fluttershy’s voice found its way out of her lungs. “Oh, that’s alright, Spike. I didn’t really expect them to, but it never hurts to ask.” She accepted the burrito and took a dainty bite, her taste buds instantly assaulted by the joyful dance of Southern Isle cuisine.

Spike pulled something out and held it before Twilight. “Um, Twilight? It’s a daffodil and daisy sandwich. Your favorite, right?”

Twilight pulled her muzzle from the glass to stare cross-eyed at the presented sustenance. A certain unfamiliarity invaded her expression, but soon recognition dawned. She gave her assistant a warm smile and nodded, taking the sandwich in her magic. “Yeah. Thanks, Spike. What would I do without you?”

He considered the query while digging into the bag for his own meal. A knowing smirk touched his lips. “Want It Need It Spell?”

Rainbow snorted around her wheat dog. Pinkie’s laugh could barely be heard from where she’d half-buried herself in her bag of goodies.

A fiery blush touched Twilight’s cheeks as her eyes darted around the room. With a sideways smile, she replied, “Works every time.” A small bite of the sandwich bought her enough time to recover her complexion and tone. “I’m sorry, everypony. I know I tend to take things a little too far at times like this.”

“Aww, shoot, don’t worry about it, Sugarcube.” Applejack leaned back in her seat, fritters already devoured. “We knew y’all’d come through in time.”

“Indeed.” Rarity dabbed her mouth with a small napkin and the daintiest of touches. “And we were more than prepared to bring you back down to Equestria if you started taking things too far.”

“Yeah, issh no bergie, Twifwight,” Rainbow added from around the voluminous mass of food in her mouth. Ignoring Rarity’s disgusted glower with practiced ease, she swallowed and concluded, “Really, you’re doing a lot better this time than you used to, y’know?”

Twilight’s hoof ran through the ruined landscape that was her mane. “That’s good to know, at least. It’s just… Celestia sounded so worried in the letter. The last time I read something that tense from her, Tirek had just escaped Tartarus.”

Fluttershy offered a warm smile when those purple eyes drifted her way. “Oh, I’m sure it’s nothing that bad. And if it is, we’ll handle it. We always—”

Her words ceased, though her tongue continued its dance. Fluttershy took a moment to reflect on this perplexing situation, then saw the confused expressions of her friends. Twilight and Rarity appeared especially alarmed, the former holding a startled Spike close. In comparison, Rainbow Dash and Applejack seemed only puzzled. Pinkie – whose head had finally concluded its invasion of the paper bag – appeared to be trying to sing her way through the silence. At least it looked like she was amused.

The two unicorns stiffened, their backs straightening and their eyes going wide. A wave of white washed over the ponies. It came in a flash, like water filling the compartment, and Fluttershy found herself standing in her seat as if that might keep her head safe. Such measures proved fruitless; in less than a second, the pearly magic rose over her eyes, prompting what might have been a yelp were she able to hear it.

To her mild surprise, Fluttershy could still breathe once the waved passed. In fact, she felt as normal as a pony with a pounding heart and shaking legs could. Given that this reaction was exceptionally mild compared to those she’d experienced in the past, Fluttershy was almost proud of herself, even considering that none of her friends had taken the same action.

The cabin looked like it had been dressed in Angel Bunny’s sheddings. She tried brushing the white off, to no effect. As her nerves concluded their momentary siesta, she looked to the window only to find it completely shaded. Still, she didn’t feel like anything bad had happened.

At least, not until Pinkie’s shrieking gained audibility and stabbed into her ears with all the violence of a Mature-rated horror story told by Rainbow Dash and aiming for limitless gore. They all recoiled as Pinkie abruptly ended her high-pitched note, and Fluttershy had to pop her eardrums before she could hear what the others were saying.

“—that? Pinkie, that was terrible!” Rainbow said, her own volume getting lower as her ears adjusted.

Pinkie shot them all a sheepish smile. “Sorry! It’s hard to keep a note when you can’t hear it.”

Rarity frantically and fruitlessly fought to get her mane back to its regular color. “Why were you even singing, darling? You couldn’t hear yourself.” She scowled at her rebellious curl. “Oh, this shade doesn’t suit me at all.”

“Because I wanted to know when the weird magic thingy stopped, of course!”

“Aside from our ear holes,” Applejack said, “is everypony alright?”

All the others nodded or spoke in the affirmative, save for Twilight, who had her eyes closed in an expression of intense concentration.

Spike set a claw to her hoof. “Twilight? What’s wrong?”

She groaned and pressed a hoof to her forehead. “Nothing, but that’s just it. I can feel that we’re under some kind of enchantment, but can’t tell what it does. Whatever it was that hit us was a complex interlacing of illusion thaumatic construction with soul scrying and underlying anchor seeds for what appear to have been detection and location additive formulae, along with—”

Rainbow groaned. “Laymare, egghead.”

Twilight’s eyes opened, but her brow remained more furrowed than one of Applejack’s fields. “It was an enchantment. Really powerful, but not necessarily complex.”

Applejack gained one of those deadpan, cynical expressions that only she seemed capable of. “Uh, you call all that mumbo jumbo you just spoke simple?”

“It’s a relative term, dear.” Rarity gave up on her mane with a pout. “Any idea what it means, Twilight?”

“I don’t know,” Twilight admitted, her gaze going to the now-opaque window. “But I would bet my castle it has something to do with what Celestia’s summoned us for.”

Spike followed her gaze, twiddling his claws. “Do you think it’s just the cabin?”

“It could be the entire train.” Fluttershy looked to the door, but found she wasn’t eager to investigate for herself.

“It could be the whole area,” Twilight said, her expression grim. “We should be close to Canterlot by now. Maybe the whole city’s stuck like this and we only just got within range.” Her horn began to glow, wrapping around the base of the window, but it didn’t budge. “Huh. Spike, help me get this window open. I want to take a look outside.”

Pinkie bounced from her seat, her tail tickling Fluttershy’s wing. “And while you’re doing that, Rarity and I will go check out the rest of the train!” She pulled Rarity to her side before the flustered mare could react to this declaration.

She managed it anyway, pulling back from Pinkie’s hold just enough to free her face from the mass of frizzy mane. She appeared ready to argue, but after a moment’s thought nodded with a resigned sigh. “I suppose there’s no point in debating the matter. We’ll just do a quick look around and see what’s going on.”

Applejack leaned back to give them more room as they passed her. “Ya’ll be careful, okay? Ain’t no tellin’ what that spell did.”

Pinkie grinned as she bounced past. “Don’t worry, AJ, we’ll be fine! We can handle a bit of pale.”

“Speak for yourself,” Rarity grumbled, once again fiddling with her mane as she followed. “Oh, I hope this stuff comes out, and soon. If I have to be seen in Canterlot with my mane—” Her words were reduced to mere background noise by the closing door, then faded altogether. In the meantime, Spike was on Twilight’s back and trying to add his upper body strength to Twilight’s magic. The window stood steadfast, however, not so much as budging to their combined efforts.

Rainbow chuckled at the sight. “Way to go, Twilight! Mighty alicorn princess can’t handle a window?”

Fluttershy moved sideways to give the two some more room, brushing aside candy wrappers from Pinkie’s vacated spot as she did. “Are traincar windows usually that hard to open?”

“I can’t put all my energy into it,” Twilight said through clenched teeth. “If I push too hard, I might break the window.”

Spike let go and plopped to a sitting position, panting from the effort. “Ya might have to, Twilight. That thing won’t budge.”

Applejack pushed her hat back with and rolled her eyes. “Or, we could all go to the end of the car and look between the trains.”

Fluttershy smiled at Twilight’s dumbfounded expression, adding a playful, “That might be easier.”

“Right. Of course.” Twilight rubbed her temple once more before turning for the door. “Let’s go, Spike. I’d like to take a look and get back before Rarity and Pinkie do.”

Rainbow climbed off her seat, stretching as she did. “I’ll go with you. I’m tired of sitting here.”

“That makes two of us.” Applejack waited until the others passed to hop down. “You coming, Fluttershy?”

Fluttershy needed only a second to come to a decision, slipping delicately from the bench. “Yes. It beats sitting here by myself.”

So it was that the small herd found themselves walking towards the back of the train, Fluttershy taking up the rear. The hallway was just wide enough for two ponies to walk side-by-side, but it would have been a tight squeeze. As such, they moved single file, passing up several closed cabins before finally reaching the end. Twilight, being in the lead, opened the door, only to pause so suddenly that Rainbow walked into her.

“Hey, what’s going on?” Rainbow asked, leaning sideways in an attempt to see past Twilight.

“I… uh… I’m not sure.” Twilight proceeded through the door, and the others followed.

It didn’t take long for Fluttershy to recognize the problem. She knew as well as anypony that to go from one car to the next, you had to step outside for a moment. Instead, passing through the door led them directly into another car. Fluttershy stopped with her forehooves in one car and her rear hooves in the other, staring back at the wall. “How is that possible?”

“It’s not!” Twilight was staring at the doorframe as if it had just insulted a book. “A train wouldn’t be able to turn if it had been built like that. This makes no sense.”

Spike hopped from her back and stood within the threshold, feeling the doorframe with one claw. “Feels solid enough. Weird, I passed through this door just a few minutes ago, and I can tell you there was definitely space between the cars when I did.”

“That ain’t the only weird thing about all this,” Applejack said as her gaze languished on row after row of empty seats. “Weren’t there more ponies when we boarded this train?”

Rainbow flew over the seats, looking into each one like she expected to find somepony hiding from her. “Weren’t there any ponies at all? This thing is totally empty.”

They wandered aimlessly, and soon Fluttershy, Spike and Twilight confirmed what Applejack and Rainbow had already concluded. Fluttershy gave her ears permission to fold back, which served as the clarion call for anxiety and alertness to come parading into her consciousness. “You don’t think that spell took everypony away, do you?”

Twilight dutifully took up the first defense. “No way. That spell had some spatial aspects to it, but nothing even remotely suggesting teleportation.” Her eyes lit up with the fires of fascination. “Ah-ha, maybe that’s it! It could be an illusion designed to make us think everypony’s gone.”

Applejack and Rainbow shared a befuddled glance before the former said, “I think you’ll have to explain that one to us.”

“Laymare terms,” Rainbow threw in just as Twilight opened her mouth.

She held her mouth open for a moment, her eyes losing focus and one ear twitching. Upon recovering, Twilight turned to examine one of the empty seats. “I can only speculate until I find a way to study the magic more in-depth, but one possibility is that what we’re seeing isn’t real.”

“Not real?” Spike spun around on one leg, taking in the entire train. “Don’t illusions usually have some visual flaw, though?”

“Normally, yes.”

Fluttershy scuffed her hoof on the wooden floor experimentally. It certainly felt solid to her. She followed Twilight’s gaze and ventured a guess. “You mean we can’t see other ponies?”

“I mean everything,” Twilight corrected. “Maybe we are in this car, and all the other passengers are staring at us like we’re crazy. Or maybe they can’t see us, and we’re just lucky we haven’t bumped into anypony. Or perhaps we’re still in our cabin in the other car, and just think we left. There are a lot of possibilities.”

Rainbow sat and crossed her forelegs, taking on the requisite poise and facial features of one in complete disbelief. “I felt myself moving. I know I travelled. You can’t say we’re still stuck in the—” Her breath hitched and her wings twitched violently. “Whoa, do you guys feel that?”

Even as the question was being asked, Fluttershy let out a tiny yelp and tensed. She could feel something bubbling up her legs, like an army of ants rushing to escape floodwaters. She could almost see her coat boiling from the sensation. Within seconds, it had covered her entire body, and she promptly shook herself as if to be rid of water. It didn’t help, but she had to do something or she thought she might start scratching.

Through half-open eyes, she examined the state of her friends. Applejack and Rainbow both stood tall, but made their discomfort clear by their flicking tails and twisted expressions. Twilight, on the other hoof, fell to her knees, her horn shining brightly in the darkness. Spike was clutching his stomach as if he’d eaten far too much ice cream.

Wait, darkness?

Fluttershy’s eyes weren’t deceiving her. As the train car steadily descended into more and more shadow, her heart obediently sank in perfect timing. The floorboards groaned and cracked, the wallpaper ripped and came loose, the seats frayed and faded. Through her teeth, Fluttershy asked, “T-Twilight? Is this an illusion too?”

“Can’t talk… right now.” Twilight turned her head from side to side in a slow arc, as if in search of something. Her lips curled back to form a sneer, her eyes squeezed tightly shut. Steam billowed from her nostrils with every slow breath.

Fluttershy dared to press a hoof to her barrel, grimacing as she imagined something nauseating inside. Like sludge. It was a mild sensation, but it was horrendous when combined with what was moving around her skin. She felt like a popular mountain tourist attraction at peak season – and with that thought determined to never go on any mountain vacations in the future.

Just as quickly as the weirdness had begun, it passed, all the unpleasant sensations ending at the same moment. Fluttershy promptly sagged to the floor with a long sigh. “Oh, thank goodness that’s over.”

“Uh, I’m not sure it is.” At Rainbow’s hesitant tone, Fluttershy opened her eyes to find that the train car had completed its metamorphosis of decay. The world was dark, but strangely visible at the same time, and every surface of the room appeared to have suffered years of neglect within the span of a few seconds. Fluttershy pulled her head between her shoulders and curled her tail around her flank, abruptly wishing she’d stayed home.

Applejack rested a hoof on her shoulder, but her gaze was set upon another. “Twilight, are you okay?”

“I’m fine.” Twilight shook her head as if to clear it, then set her hoof around Spike, whose face hadn’t regained its color. “I was trying to get a better idea of the magic, but that one felt… different. It’s not the black magic I’m used to, but something inherently different. I’ve never felt anything like it.”

Rainbow knelt before Fluttershy, her wild mane half-covering her face. “Hey, Fluttershy. You okay?”

Realizing that she may be the only one frightened, Fluttershy drove off her urgent desires and struggled to her hooves. “I-I think so. It just all seems so…” She glanced around at the dark surroundings and whimpered. “Ominous.”

“I think we’d better head back,” Spike said, at last managing to stand straight.

Twilight set her peering gaze on the ceiling as if something would ooze out of it at any moment. “I agree. Rarity and Pinkie should be back by now, and we should probably stick together until we know more about what’s going on.”

“I’ll second that. Come on, Fluttershy.” Applejack kept her hoof on Fluttershy’s shoulder, a silent warden against fear. The pegasus kept close, grateful for the unspoken assistance.

Applejack pushed through the door first, and once again their little line was brought to a sudden stop. Fluttershy winced as Twilight bumped into her tail.

Applejack didn’t look back, despite their inquiries. “Uh, girls? I dunno how to say this. Well, no, I do, it’s just… this isn’t our car.”

Rainbow gently pushed her way past Fluttershy. “What do you mean, it’s not our car? We just came through this door.”

“I mean… Just look.”

Fluttershy followed Rainbow, and found herself in another car full of seats. No hallway, no cabins, just more rotten, tattered benches.

“Okay,” Twilight said, “this is just weird.”

There was no other way to describe it. Not only were they in an entirely different car from their own, but this one was occupied by the strangest of passengers. There were only four of them, and to call them ponies would have been only partially correct. Fluttershy leaned forward to peer at the closest one, a pink stallion with a cropped blue mane. The pony emitted his own dim light, as if he were a torch in the darkness, but his colors seemed faded.

Rainbow, ever the brave one, promptly trotted closer. “Hey, you! You got any idea what’s—whoa.” She took a step back, one leg raised and her face turning green. “That’s… kinda gross.”

Twilight moved in swiftly. “Rainbow Dash! That’s no way to talk about—sweet merciful Celestia! How is he even alive?”

Applejack and Spike followed next, and Fluttershy – unwilling to be alone in even the most remote sense – kept close behind. All three stared in mute shock when the stallion’s legs came into view.

They had become grafted to the seat. The flesh, twisted and tumorous, melded into the felt cushions as if the two were one and the same, and it was difficult to tell were bumpy, mutated skin became fabric. Fluttershy felt a churning in her stomach and quickly turned her face away.

“Are you okay?” Twilight asked the stallion.

Spike climbed onto the seat tentatively and waved his claw over the stallion’s face. “Hello? Can you hear me?”

It seemed the answer was ‘no,’ for the stallion made no attempt to acknowledge their existence. Fluttershy glanced at the other three occupants and saw the same loss of colors. She dreaded the thought of checking to see what their physical condition was.

Applejack’s concerned voice reached her ears. “You know more about medicine and health than us, Fluttershy. You think we can help them? M-maybe, uh, get them outta their seats?”

Why did they have to ask her? Surely Twilight had studied health and biology at some point! But her intelligent friend didn’t speak up, so she guessed that to be incorrect. Swallowing to moisten her throat, Fluttershy turned on shaking knees and stepped closer to the mute stallion. Her heart fluttered as she forced her head low to inspect where flesh met chair. The sight of the bulky, tumorous mass almost made her gag. Spike was kind enough to set a reassuring claw on her withers, for which she was most grateful.

“I… I can’t tell just by looking. B-but I don’t think I would risk it, not until we know more.” She breathed slowly though her open mouth. “There’s a lot of… um… of material. He m-might bleed out.”

“Might be a blessing,” Rainbow muttered. Fluttershy probably wasn’t supposed to overhear.

“What if I cut the chair from around him?” Twilight proposed.

“Then he’d still be stuck in the same pose, and we’d have to carry him around.” Applejack’s face paled at the prospect and her voice weakened. “I’m all for helpin’ ponies, Twilight, but I’m not sure what good we’d do carting him around.”

“I guess you have a point.” Twilight looked around at the other ponies in the car. “I just don’t like leaving them like this. They might be in pain.”

Spike climbed onto her back before saying, “At the very least, it can’t be comfortable being stuck in the same position like that for hours on end.”

Rainbow shivered and joined Fluttershy in keeping well away from the paralytics. “We’ll let ponies know about it when we arrive in Canterlot. I’m sure somepony there can help. We need to focus on figuring out what’s going on in the first place.”

“Rainbow’s right, Twi.” Applejack pulled the alicorn away and towards the next door. “Maybe solving all of this will help them get free.”

After a moment’s indecision, Twilight nodded and raised her voice. “I don’t know if you ponies can hear me, but we’re going to solve this, I promise! We’ll have you all out of here as soon as possible. Just bear with it for a little longer.”

Not a one of the statuesque ponies responded. They all remained sitting, gazes downcast and shoulders slumped. Were it not for the slight motions of their chests, Fluttershy wouldn’t have thought them alive at all. She and her friends moved quickly to the next door.

“Still think this is an illusion, Twilight?” Spike asked as they entered another car full of seats. At least this one was empty.

“I have no way of knowing now,” Twilight admitted in frustration. “The second enchantment is completely beyond my knowledge. One thing’s for sure; this has to be related to what Celestia summoned us for.”

Fluttershy shivered at the recent memory of those poor ponies. “I hope Rarity and Pinkie are okay. If the cars are all mixed up, how will they find their way back to us?”

Twilight raised her head in an all-too familiar thinking pose. “I don’t think it’s the cars getting mixed up. The first spell had some spatial properties to it. Maybe all that’s happening is we’re getting sent through openings into other spaces. We walk through one door, but exit another one entirely.”

“So it’s like a maze, right?” Spike sat back, scrunching up his face in thought. “Sounds like something Discord would do.”

“Eh, I dunno, Spike,” Rainbow said. “This doesn’t really feel like Discord, know what I mean? He would have already been gloating in our faces if it were him.”

“Besides, I’ve felt Chaos Magic, and believe me, this isn’t it.” Twilight reached the door first. “Although I will admit, this feels mildly chaotic. Huh?” Her magic tugged on the door, to no effect. “Well, that’s interesting.”

Applejack and Rainbow tried the door individually, then together. It refused to budge. Applejack gave it a light kick in frustration. “I don’t think Discord’s one for forcing us to go in any one direction, either. Not much chaos if he knows exactly where we’re goin’, right?”

Twilight narrowed her eyes, as if she were preparing for one of Celestia’s tests. “I’m not letting this stupid door get in the way of solving this mystery. Stand back, girls, I’m gonna try something.”

It was while moving back that Fluttershy first noticed the oddity. It appeared in the corner of her eye, a sense of movement, but when she turned her head all was still. She stared at the wall, wondering if the gloom and shadows hadn’t been playing tricks on her. She turned away with the sound of Twilight’s horn igniting, only to look back instantly when the movement came again.

A sense of wrongness came over her, as though something were right in front of her eyes and she’d missed it. “Umm… girls?”

It was Rainbow who noticed where she was looking. “What’s wrong, Fluttershy?”

Fluttershy leaned sideways towards her. “Do you… see something over there?”

“Nah, it’s just… Wait, what?”

A glance showed Rainbow turning her head away but watching the wall out of the corner of her eye. “Maybe? I’m not sure.”

With hesitant steps, Fluttershy stepped between the seats. She questioned the wisdom of such an act, her mind sending terrible images of monsters hiding below. Yet the movement hadn’t been low, it had been…

Her gaze settled on the window. Just like before, the glass had become completely opaque. Unlike the last time, the glass was black. Fluttershy pondered this and the conditions outside. Had Celestia lowered the sun for some reason?

She gasped and leaned forward. There it was, the movement she’d noticed before! Something stood behind the glass – or perhaps hovered, as the train as still moving. Ignoring Twilight’s effort-driven grunting and groaning, she stepped a little closer.

It definitely had the shape of a pony. The body was so dark that it blended almost perfectly with the surrounding shadows. Perhaps it would be better to refer to the pony as the shadow. Whatever it was, it clearly wanted through the window; it squirmed and pressed against the glass in a silent dance that struck Fluttershy as desperate.

She fiddled with the window’s latch, but like the last one, it didn’t seem to want to move. “Come on…”

“Whoa, hey, Fluttershy.” Rainbow appeared at her side, hovering over one of the seats. “I’m not sure you should be doing that. Who knows what’s out there?”

“I can’t just ignore them,” she countered, not taking her eyes off the latch. “What if they need help?”

“They who?” Rainbow peered at the window. “Whoa, okay, that’s weird.”

“What are you two gals doin’?” Applejack asked from the aisle.

Fluttershy sighed and ceased her work to look back. “Do you think you could help? Maybe if we—”

The sound was something between a buzz and a crackling fire wrapped in the background noise of a harsh wind. It went from quiet to ear-splitting in a heartbeat, and as the volume rose a fourth aspect tickled the ears: screaming. A high-pitched, agonized shriek. Fluttershy had no time to register any of this, however, for as soon as the sounds began a hideous chill wrapped around her body.

She would have screamed, but the cold bit so strongly that it robbed her of breath. Already she was being dragged backwards. Something physical held her by her flanks, sending blades of ice along her hindquarters and up her spine. She looked back, mane whipping through the air and jaw opened with in a voiceless cry.

The creature that held her seemed vaguely equine, its body a slate grey and its forehooves covered in thin digits like a minotaur’s fingers. The thing had no coat, but instead skin stretched taught and streaked with black stains. That skin covered its face such that it appeared to be trapped in a latex suit, a mouth beneath moving slowly and the skin pulled into the holes of the nostrils. The thing’s back half disappeared into the still-closed window, the glass itself warped to form the thing’s physical shape.

Fluttershy found her voice and released a shriek that rivaled the audible wretchedness of the thing that held her tight. Her tail nearly touched the window when her movement stopped.

“Hold on!” Rainbow shouted, her forehooves grasping Fluttershy’s left leg.

“We’ve gotcha.” Applejack held the other, her expression stern. “Ain’t no ugly window gonna take our friend!”

Fluttershy held on as tightly as she could, whimpering as all feeling vacated her hind legs. She couldn’t even be sure they were moving. Tears streamed down her puffed out cheeks as the icy force steadily moved along her body. “I-it hurts! Applejack, Rainbow, it hurts!”

Amidst her screams, her friends worked even harder, but seemed unable to pull her any farther from the window. The buzzing, crackling wind only grew louder as the monster’s grasp wormed along her body like greedy tendrils of the coldest substance Fluttershy couldn’t even imagine.

And somehow, Fluttershy knew what would happen if that ice reached her heart.

“It’s going to kill me! Help me, please!”

Something heavy landed on her back, and a new wind filled the air. The screams, barely audible beneath the winds, grew terribly loud and the deathly chill’s advance came to a stop. She looked back through blurry eyes to find Spike standing atop her, his green flame enveloping the monster’s head. The thing squirmed and wriggled, but seemed to lack the mobility required to escape.

“Way to go, Spike!” Rainbow cheered as she redoubled her efforts to pull her friend away from the window.

When Fluttershy looked forward again, her forelegs were encased in purple magic. She began to edge forward. A relieved sob burst from her as the sharp chill started to fade away. Then, with one last shriek, the monster released her entirely.

She fell in a heap on the floor, face buried in her fetlocks as she wept. Though her shoulders ached and she couldn’t feel her hind legs, the one and only thing that seemed to matter at the moment was the fact that she’d survived. Were she capable of standing, she be holding her friends close. That not being an option, she raised her head and gave them a fragile, trembling smile. “Thank you! Thank you, thank you! I was so—”

The buzzing and crackling overwhelmed everything. Fluttershy’s heart all but stopped when, in a grim chorus of agonized wailing, every window burst to life! Creatures flung their all-too equine legs out as if to grasp at the ponies, their open mouths muted by the tight skin stretched over them. Fluttershy wanted to scream at the sight of their wretched forms. Maybe she did, but the collective howling of an unfelt wind combined with the mentally overpowering cracklings and buzzings made it impossible to tell.

What was this noise that pressed into every corner of her mind? Why did it make the coldness come back? Fluttershy felt… fragile, as if she might crumble into dust. And lonely. So lonely. She cried out for her friends, but the sound was lost amidst the aural chaos. If only her friends would take her away from this cold, miserable, isolated place in her heart!

She curled up as best she could, trembling and burying her face in her forelegs. So cold, so alone, so terribly sad. All she wanted as a little warmth…

Something grabbed her. She tried curling up a little more. It was the most she could manage. The unknown something lifted her up and placed her on something else, something that moved. Were they taking her away? Away into that buzzing nothingness beyond the glass? She didn’t want to go… but what was the point of fighting it? Everypony would end up there, anyway. Her friends were better off without her. But she was so afraid…

Her thoughts ran in circles over and over again, an endless monotony of despair and gloom. It wasn’t until somepony began calling her name that she even remembered she could think other things. The voice was familiar. It was… lovely. So familiar and so lovely, and she had to listen. She wanted to reach out and hold that voice close to her heart, let it warm her soul.

“—shy? Come on, come back to me. Please.”

The world, once an amorphous mass, cleared, and her vision was filled by an orange blob. It reminded her of something. No, not something; somepony.

Through a dry throat and with a hoarse voice, she managed a feeble, “Apple… jack?”

“Fluttershy!”

The pony’s body heat enveloped her, and Fluttershy delighted in the sensation. With trembling legs, she returned the embrace.

“I thought I’d lost you for a moment there,” Applejack whispered in her ear. “You had me more scared than Big Mac when a mare’s looking at him funny.”

Fluttershy actually smiled. For a terrible moment, she’d forgotten the very concept. “I’m s-sorry I scared you,” she managed. “Oh, Applejack, it was horrible! I thought I’d died.”

The earth pony’s grip tightened. “Now don’t you worry none, sugarcube. You’ll be fine, I promise.”

“I believe you.” If felt so indescribably good to realize how true that was. “I know my friends would never give up on me.”

At last, Applejack pulled away. Holding her at leg’s length, she studied Fluttershy carefully. “But what happened? You just collapsed when all those ugly things came bursting out of the windows.”

“I don’t know.” Fluttershy paused with a hoof to her throat, taking a moment to swallow a couple times and moisten it. When she tried speaking again, most of the scratchiness had gone. “It was like being trapped in some cold, dark, unknowable place that saps away all joy and laughter. Oh, Applejack, it was the worst feeling ever!”

“That does sound mighty awful,” Applejack admitted, shoulders slumped. “I’m sorry I couldn’t get you out of there faster than I did, Fluttershy. There was so much goin’ on, I guess I sorta froze for a moment.”

“You did?” Fluttershy thought back on the moment everything had gone wrong, but found she could remember nothing after her collapse. “It’s alright, Applejack. R-really. You got me out of there, didn’t you?”

“I should have reacted faster!” Applejack pulled her hat over her eyes, her typical shield against shame. “I let them things get in your head. It ain’t right, but I’ll do better next time, you have my honest to apples word on it.”

Fluttershy shifted a little closer, resting a hoof on Applejack’s. “You’re too hard on yourself.”

Applejack’s hat continued to hide her eyes. “Am I? Then why did I let us lose Twilight, Rainbow and Spike?”

“What?” For the first time, Fluttershy took in her surroundings. They were in a new car, this one with private cabins. The air was still, the silence interrupted only by the steady ca-clack of the tracks below. There was a conspicuous absence of friends, which brought her back to full alertness. “W-where are they?”

“I don’t know!” Applejack retracted her hoof so she could pound the floor. “They were right behind me when we were runnin’ from those things, and then they just… just disappeared! I should have been watching them. I should have—”

“Applejack!” Fluttershy moved forward, embracing her trembling friend. She forced as much confidence into her voice as she could. “It’s okay. Nopony can expect you to take care of all of us at once. I’m sure our friends are fine.”

Applejack stiffened, her breath coming in a slow rhythm. Then she relaxed and patted Fluttershy’s shoulder. “Y-you’re right, sugarcube. I ain’t doin’ them no good beatin’ myself up like this. I’m just so worried, that’s all.”

“They’ll be fine. We’ve been through far worse things than this.” Fluttershy found she even believed it. She leaned back to smile at Applejack.

“Yeah… We have.” As the two stood to take in their surroundings, Applejack’s cheeks bloomed pink. “Sorry. I got more bent up than Granny Smith at Zap Apple Season.”

“It’s alright. It happens to the best of us.”

Fluttershy’s eyes met the door at the end of the car. Somehow, the sight made her shiver. She stretched her hind legs, which still felt incredibly cold. She chose not to complain; it was better than no feeling at all. “Y-you don’t think those monsters followed us, do you?”

“They seemed like they were stuck in the windows, for whatever reason.” Applejack pressed against the door just behind them. “Nope, still stuck. Might have to buck it down.”

After a moment’s thought, Fluttershy gestured to the cabin doors. “Why not try these? The enchantment’s making everything move around, maybe they’ll lead to an exit.”

Applejack looked to her as if she’d just said apples tastes like oranges. “That sounds ridiculous.” Then her expression turned thoughtful. “Then again, there ain’t much about this scenario that makes sense. Eh, why not?”

Promptly sliding open one of the doors, Applejack stepped through the threshold and paused halfway. “What the?”

The voice came from two directions at once. Fluttershy’s ears swiveled to follow the two sources, then she turned her head. Her mind blanked for a moment when she caught sight of Applejack’s front half coming out of a cabin door near the opposite side of the car. The earth pony stared at her with eyes so wide Fluttershy wondered how it was possible. Slowly, keeping her gaze on Applejack’s face, she reached back to touch the mare’s cutie mark.

Applejack flinched. Her tail came up to slap the hoof away before she added, with a lopsided smirk, “Hey, hooves off the goods. I know ya like me and all…”

Blood rushed to Fluttershy’s face in a wave as she began stammering. “I’m sorry, I didn’t mean, that was… I just wanted to—”

“I was teasin’, Shy.”

“Oh. R-right.”

With a chuckle, Applejack stepped backwards out of the door. “Shoot, you made that one too easy. Come on, let’s try the other doors.”

With a meek nod and her cheeks still on fire, Fluttershy turned her attention to the leftside doors. The first one she opened led to what appeared to be a broom closet far too small for its placement. Even stranger, its contents were not moving with the train’s rocking. Placing her hoof on the floor, she realized that the closet was also made of entirely different materials; this looked more like oak than the cedar of the car.

She stood with two hooves on one side and two on the other, feeling the light vibrations running up her back legs. By comparison, the closet was solid, still and quiet. The only explanation she could think of was that the doors didn’t just lead to other parts of the train, but to different locations entirely. Stepping back into the hallway, she offered this theory to Applejack.

Her friend wiped frost from her face and shivered. “That makes sense, I guess. I think my door just opened up to someplace in the Crystal Empire, but outside that fancy shield they got keeping them warm.” As she stepped to the next door, she asked, “How are you so calm about all this? My mind’s going crazy trying to figure this stuff out.”

Fluttershy offered a light smile. “When you’re friends with a draconequus, you learn to roll with it.”

She pushed open the next door and froze. There was another one of those paralytic ponies, sitting in a perfectly normal train cabin and fused to her seat. “Oh. Umm… excuse me. I don’t know how to help you, but I’m sure we’ll find a way soon? Umm… I’m going back outside, now. Don’t give up.”

Feeling foalish, she stepped back out and closed the door. Then trembled like a leaf until Applejack calmed her down.

The third door proved less interesting, also leading to a regular train cabin. This one held no passengers, but did have one peculiar feature: a statue of Discord. It stood on a tall plinth, about a foot taller than her overall, featuring a bust view of the Spirit of Chaos. His unmoving gaze centered upon her, pleading and hopeful.

What was something like that doing here?

“Whoa nelly!”

Fluttershy yelped and hurried to Applejack’s side, statue forgotten. “What’s wrong?”

Applejack sidled over so Fluttershy could look through her door. “It moved!”

“What?” Fluttershy looked inside to find yet another unadorned cabin. “I don’t see anything.”

“On the seat. Left side.”

Obeying the directions, she leaned forward and discovered a half-dozen pieces of candy. They were round balls, the wrappers pink with splotches of yellow. Each piece was tied with thin ribbons that spread out in thin, gentle lines. Other than that, there was nothing special about them.

“Umm… It’s just candy.”

“I don’t think those are candies, sugarcube.” Applejack fidgeted, one hoof playing with the rim of her hat. “I swear, one of them moved.”

Moved? That sounded like another Discord trick. Carefully, Fluttershy approached the seat and began to reach for one of the candies.

She yelped as, abruptly, all six turned. Each possessed a single, bright blue eye. They stared up at her, unblinking, perfectly silent, wholly devoted. She stared right back, heart fluttering and eyes wide. Something about those things disturbed her. They felt alien, and far too interested.

Applejack spoke in a hushed tone. “J-just step back, alright? Nice and slow.”

One step. Another. The eyes rotated in unison, watching her retreat. Another step. She was almost out.

The ribbons vibrated, tensed, then lifted the eyes up like spider legs. The candies skittered across the seat, advancing as one. Fluttershy and Applejack shouted in concert and slammed the door closed. Both ponies backed away from it, their breaths coming in shallow gasps.

Applejack chuckled nervously. “I must be goin’ crazy, getin’ scared over a bunch of freaky bugs.”

“I’m not sure those were bugs,” Fluttershy said. “L-Let’s just find a way out of here, before they find a way out of there.”

Applejack required no further prodding, and the two were back to opening doors. The first one Fluttershy opened led to a large room that appeared to be the lobby of a bank. The second, another empty cabin. The third, however, opened into the engine of the train. Or at least, of a train; Fluttershy had to way to know if it belonged to the one they were on.

“Applejack?”

“A-ha! Good job, Fluttershy.”

Applejack wasted no time entering the engine room, leaving Fluttershy to wonder both what she’d done to warrant praise aside from opening a door and whether it was really a good idea to go inside. Still, this was a better lead than what they’d dealt with so far, so she followed her friend.

Her mane billowed back as heat pressed against her face. The boiler before them was closed, but heatwaves radiated visibly from it. She kept well away from the thing, instead turning her head to take in the room. The engine room consisted of a door on either side, each closed, and long, open windows. The world beyond was as dark as night, with only the faintest shadows passing by.

Fanning herself with her hat, Applejack took a few daring steps closer to the boiler, stepping around chunks of scattered coal. She had to shout to be heard over the engine. “I’m no train engineer, but I’m pretty sure it’s not supposed to be this hot in here.”

Fluttershy attempted to cool herself by spreading her wings wide and flapping them, pushing the heat away. “Why isn’t the engineer here? They can’t just leave the engine like this.”

“I dunno, but I think the instruments are busted.” Applejack stepped back as sweat poured down her shoulders. “I hate to say it, but I think this train’s runnin’ away.”

“Do you think we can… stop it?” Fluttershy’s gaze narrowed as she noticed something odd. “The boiler’s closed. Shouldn’t that kill the fire?”

Applejack followed her gaze. Her eyes widened and she took a step back. “You’re right. I don’t think this is natural. Maybe we should—”

They cringed and covered their ears as cry burst from the boiler. It sounded far too low in pitch to be a steam whistle. Fluttershy forced one eye open to find the boiler door glowing red. “Oh, no. We need to get out!”

There was no telling if Applejack heard her or not, but they turned for the door in unison anyway. Fluttershy grabbed the handle and tugged, but the door didn’t move. “Oh, no, not now!”

Applejack shouted something that might have been “Move” and unceremoniously shoved her aside. When her own superior strength couldn’t open the door, she turned and began bucking. The boiler door was glowing by this point, and the heat in the room had intensified. The wailing cry grew in volume, now sounding more like several voices at once.

Fluttershy trembled, her gaze switching rapidly between Applejack and the boiler. She beat her wings in a steady rhythm, but they were doing little to cool either of them down. “Oh, please don’t explode, please…”

Applejack shouted something as she bucked. It may have been a curse. The door shook with every hit, but otherwise didn’t receive so much as a dent. Before too long the screams overwhelmed even the sound of her frenzied attacks. The boiler door bulged and smoke began to rise from its edges.

Realizing they were out of time, Fluttershy grabbed Applejack’s cheeks and forced her to look up. She gestured to the side doors, and her friend nodded. They turned to try one—

The boiler door broke loose, its hinges shrieking as the pins sheared, and it flew across the room to smash into the door where Applejack had just been standing. Flames roiled out of the boiler, roaring like some infernal beast, and the screams were accompanied by moans. Fluttershy looked up and nearly shrieked at the sight of four heads emerging from within: a pony, a cow, a dog and an eagle. For the briefest moment her heart went out to the poor creatures that she’d presumed to be dead.

Then she saw the body that came with them.

It was a snake. A giant, flaming, four-headed snake. Its body, barely visible through the flames, was pure white. It slithered its way into the engine room and reared up, all four heads squirming and moaning and shrieking. Four pairs of pupil-less eyes settled upon the ponies, white and unthinking and spewing more flames. The engine room combusted, fire spreading across the floor and melting metal. Fluttershy could do nothing save stare, mind numbed, as the demonic thing approached.

Then she was moving, pulled forward by Applejack. The banyged into one of the side doors, and Fluttershy screamed at the searing heat of it. The monster’s wails answered her from behind. She didn’t dare to look, instead helping Applejack push.

Mercifully, the door slid open. Without so much as a thought for how fast they were going, the ponies leapt out of the train together. Cool air hit Fluttershy like a slap in the face, and she took a deep, relieved breath.

Then remembered that Applejack didn’t have wings.

In an aerial maneuver that might have made Rainbow proud, Fluttershy tucked her wings, rolled, and dove. She caught Applejack by the shoulders and forced her wings wide open, crying out in pain as they caught air with a jerk. She heard Applejack shout, and they hit ground. Applejack as pulled from her hooves and Fluttershy dropped from the motion.

Black ground scraped Fluttershy’s chest, leaving a rub burn, but she somehow managed to get her flight under control before she could actually crash. She stumbled to a landing, out of breath and shivering, before spinning around. Applejack lay in a heap several feet away, unmoving.

“Applejack! Are you alright?” Fluttershy hurried to her fallen friend. “I’m so sorry, I tried to catch you in time, but—”

A lone orange hoof rose from the ground just as she got close. Applejack’s spoke dully, “I vote we never do that again.”

The nature of the comment filled Fluttershy with relief, though she still hovered over her friend like a distressed butterfly. “Oh, thank goodness! I thought you might be hurt bad. Don’t move too much, let me get a look at you.”

With a groan, Applejack straightened out and rolled onto her back. “I think I’m okay, Shy. Just lemme, uh, lay here for a moment.”

Fluttershy landed by her side and looked her over closely. “You’re sure? Nothing’s broken?”

“I’m fine.” Applejack, staring directly up, blinked and narrowed her eyes. “Where the hay are we?”

“Huh? Oh, we’re… Um…” Fluttershy took in their surroundings. Shops and offices lined a blacktop street, all overlaid in darkness and decay. Carriages were scattered all over, some broken, some crashed, but many just sitting as if abandoned. The sky overhead was overcast by ugly yellow clouds that made her think of the kind of things Philomena once vomited up.

The most disturbing aspect of all? There were no train tracks in sight.

“Oh, no, we’ve lost the train entirely!” Fluttershy flew a small orbit around her fallen friend, trying to take in as much of their surroundings as she could. “B-but, our friends were on that train! How will we ever find them now? This doesn’t look anything at all like Canterlot.”

With another moan, Applejack sat up, the motion summoning Fluttershy to her side like a canary tending to her fallen chick. “Hold on, it’s too early for you to get up.”

“I told ya, I’m fine.” Applejack popped her neck and rubbed at a bleeding cut on her elbow. Then she took another look at their surroundings and blinked. “Wait, I know this place. That’s Gorgan’s Square down the way, which means the Delamare River’s just thataway.” She pointed to their right. “Why, this is Fillydelphia!”

“F… Fillydelphia? But that’s not even on the same train line.”

“I know, I came here at least three times visitin’ kin.” Applejack stood, moving tenderly and hissing as she did. “We’re over a thousand miles from where we’re supposed to be.”

The two fell silent. Fluttershy contemplated the new circumstances and felt a horrible sinking sensation in her stomach. “If this darkness is over Fillydelphia, and we were near Canterlot…”

Applejack nodded grimly. “This magic’s not as isolated as we thought. Maybe all of Equestria’s fallen under this spell.”

“And if we could end up here, our friends could end up… anywhere.” Fluttershy turned a circle, a sense of loss and confusion settling in. “Pinkie and Rarity could have been lost to us the moment they stepped out of the cabin. And the others… Oh, no, what about Ponyville?”

Applejack set a hoof to her shoulder, forcing her to stand still. “Easy now, sugarcube. Our friends are alright. We just have to figure out how this mumbo jumbo works, and Twilight’s probably halfway there already. Things’ll work out, you’ll see.”

Fluttershy took a slow, deep breath, then released it with equal dedication. “You’re right. I’m sorry. We should trust in Twilight and the princesses. They’ll figure something out.”

“You betcha!” Applejack pulled her close with a smug grin. “Once they do, we’ll be together in no time. For now, all we gotta do is stick together. Ain’t nothing we can't overcome if we do that.”

Fluttershy returned the smile, then directed her attention to the barren city around them. “Now we just need to figure out what to do while we’re here. And… where is everypony?”

“Maybe that’s the first thing we should figure out.” Applejack stepped forward, rubbing her chin at the empty street before them. “Maybe they’re all hidin’ from something. It is mighty spooky out here.”

Fluttershy shuddered; spooky was an understatement. She couldn’t escape the feeling that there were things in the dark corners of the city watching her. And after encountering three different types of monsters in the last hour alone, she didn’t want to chance the possibility of that being true. She wanted to get indoors, and quick. “You said you have family in the city, right? M-maybe we should start there.”

“Smart thinkin’, Shy. Come on, we need to go, um…” Applejack looked one way, then another. After a few seconds of consideration, she pointed down a side street. “That way! My cousin Apple Brown Betty owns a bakery on Button Street, that’s as good a place to start as any.”

And so the two ponies started off in the gloom. Fluttershy hoped that the rest of this little adventure would go by without any more monsters. She’d have enough close encounters today to last her a lifetime.

Author's Note

Just so you all know, this should be the last time we have to witness that transition scene. I'm sure you guys are as tired of reading it as I am of writing it.

Sickness – Rarity

No matter how she might try, Rarity couldn’t keep her eyes off her mane. This pale purple simply wouldn’t do. If this enchantment or whatever it was made the effect permanent, she would have to completely rethink her wardrobe! What foul pony would do something so cruel?

As she followed Pinkie to the cabin door, Applejack leaned back to give them room. “Y'all be careful, okay? Ain’t no tellin’ what that spell did.”

Pinkie bounced through the door as she called back, “Don’t worry, AJ, we’ll be fine! We can handle a bit of pale.”

Rarity rubbed at her mane with a lone hoof as she grumbled. “Speak for yourself. Oh, I hope this stuff comes out, and soon. If I have to be seen in Canterlot with my mane in this condition, why I—” She bumped into Pinkie’s hindquarters, the sudden stop making her grunt. “Pinkie, Darling, why did… you… stop?”

They were in… a closet? It certainly felt like one; the two mares were cramped together in a space small enough that Pinkie had to rear up for Rarity to not touch her. Her movement knocked aside a mop and bucket, which were fortunately devoid of water. Rarity’s head turned slowly to take in their surroundings, eyes drifting across toolboxes, building supplies, a rack of tools and walls that appeared to be made of solid oak.

“Did we take a wrong turn somewhere?” Pinkie asked as she pressed her forehooves to the wall for balance. “But I’m usually so good with directions!”

“Why are we in a closet at all?” Rarity turned her head left and right, trying to get a good look at the door behind her, but the narrow walls didn’t make it easy. “It doesn’t even feel like we’re on the train anymore.”

“Hey, yeah!” Pinkie weaved her body back and forth, her tail tickling Rarity’s muzzle. “We should be all shaky and hearing the clickity clackity. What gives, train?”

Rarity scowled and stomped on Pinkie’s tail to get it out of her face. “Just hold still and let me concentrate on the door.” She leaned against the wall and turned her head, her muzzle pressing against the opposite side as she struggled to get a good view of whatever was behind her. Her eye settled on the door handle, which she hurried to grab with her magic. She heaved a sigh as the door opened.

Carefully, she backed her way out. “Twilight, I think we have a problem.”

But when Rarity turned around, she didn’t see the rest of her friends. Instead, she found herself the focus of a dozen pairs of eyes. “Oh. Umm… hello there?”

“Whoa, is this a magic train?” Pinkie bounced to Rarity’s side. “Are there gonna be fireworks and magic tricks and more sneaky doors?”

Rarity took a moment to analyze the situation. From the shaking in her hooves, they were once again on a train, if not perhaps their train; the walls were painted a rather unpleasant yellow instead of being plain, varnished wood and the seats were designed to be more compact. No, definitely not the same train. But this didn’t alarm Rarity as she imagined it would most ponies; she’d been around Twilight long enough to not be shocked by curious magical phenomenon, and there was always Discord to consider.

That unsightly pale – fog? – had settled over everything. Clearly that enchantment or curse or whatever remained intact. The fact unsettled her, for it meant the effects had spread farther than she’d feared. Clearly, some powerful magic was at work here. Perhaps Discord, but if so she imagined he’d have already turned up to boast.

As to these ponies before her? They appeared as alarmed and uncertain as one could expect. Clearly they’d been caught in this mess as Pinkie and she had. Probably fellow passengers.

Knowing the act would likely be fruitless, Rarity nonetheless approached the ponies, most of whom remained in their seats. “I must beg your pardon, but does anypony know what’s going on?”

Pinkie nodded, her eyes darting about the car. “Yeah, and where’s the popcorn? You can’t have a magic train without popcorn to watch the show.”

The passengers exchanged anxious glances. After a few seconds of silence, one mare finally stood up. “Umm, we have no idea. Everything just went… white.”

“Yes, that is most unfortunate.” Rarity took a moment to rub her mane, pouting when the act produced no improvements to its color. Maybe she could get some dye until this mess settled down? “Where is this train headed?”

“Mareami,” a stallion announced.

“Mareami? I’ve never been there before.” Pinkie munched on her popcorn as a serious look came on her face. “Wait a minute, why Mareami? We were on our way to Canterlot.”

This was more serious than Rarity had anticipated. They had to be thousands of miles away from Twilight and the others! “Pinkie? We may be stuck here for a while.”

“Or not!” Pinkie whipped around – popcorn flying over the passengers – and opened the door behind them.

“We just went through that door. It just leads to the—” Rarity stared at the open door behind her, which now appeared to lead into another train car similar to the one they were on. “What in Celestia’s name?”

Pinkie began bouncing and giggled. “I like this train! It wants to have fun. Why don’t we go see where it leads?”

“Pinkie Pie!” Rarity caught her tail before she could go through the door. “Not so fast, dear. We don’t want to risk getting separated. Besides, we don’t know that it’s safe to go exploring.”

“But how are we supposed to find the girls if we don’t—” Pinkie’s bouncing came to an abrupt stop as she grabbed her waist and grimaced. “W-whoa, I don’t feel so good.”

Casting a nervous glance at the watching passengers, Rarity stepped close and set a hoof to Pinkie’s shoulder. “What’s wrong?”

“I-I don’t know.” Pinkie doubled over with a moan, her legs quivering. “My tummy is all rumbly and it isn’t funny. It’s like something’s com—”

All sound faded from Rarity’s ears, but this fact held less of an impression on her mind than the feeling. It was as though a million tiny bugs were crawling all over her body! Rarity began scratching at herself, even though she could see nothing on her. A weight pressed down on her, the air seeming much thicker than normal. And then, the slight churning in her stomach made her sway on weak legs until she fell to her haunches. She closed her eyes, shook her head forcefully, and opened them just in time to see a thrashing Pinkie vomit. She tried dancing out of the way and ended up crashing onto her backside.

She lay there, too heavy to lift her legs, body itching all over, heart pounding against her ribs. Overhead, the paint on the ceiling withered and peeled away, leaving behind iron that slowly accumulated years of rust in a matter of seconds. She focused on one spot, trying to keep control of the panic threatening her mind. Steady breathing. Stay calm. Pay attention.

Through the uncomfortable sensations and slow panting, Rarity concentrated. If she could get her horn alight and study this… this whatever, she might be able to determine something about it. She gritted her teeth and wrapped her forelegs around her barrel, hoping to stave off the twisting and turning of her guts.

Then, all was calm. Rarity’s horn lit like a purple torch, the familiar magical sound dancing in her ears. The invisible insects retreated, their absence making her shiver with disgust, and the nausea faded. She jumped to her hooves and tried to detect any lingering magic, only to curse when she found nothing. A bit of thaumaturgical residue, to be certain, but nothing that could tell her anything. If only Twilight were here…

“R-Rarity?”

Pinkie lay on her side, curled into a tight ball next to the mess she’d made. She straightened out gradually, her body trembling as her eyes darting about like she expected the horrible experience to start anew at any second.

“Pinkie, Darling, are you alright?” Rarity’s head continued to move about, her horn glowing as she sought out something, anything to improve her understanding of the situation.

Pinkie’s voice trembled. “We’re in a l-lot of trouble. Like, super-big-time trouble.”

Moving cautiously, Rarity helped her stand. Pinkie moved away from the nastiness on the floor with wobbling legs, her head hanging low as she took slow, heavy breaths. “I mean it. W-we gotta go.”

“Now don’t panic.” Rarity kept a hoof on Pinkie’s withers as she looked to the others, who were gaping at the change in scenery with a mixture of shock and fear. “I don’t suppose there are any particularly powerful mages on this car?”

All eyes locked with hers, taking her aback. She hesitated, distracting herself by rubbing Pinkie’s back when she began coughing violently. Had the spell done something to her?

“Um, aren’t you Rarity of Ponyville?” One young mare asked.

Rarity didn’t know whether to feel pride or frustration. She settled her face in a neutral expression in an attempt to keep her confusion hidden. “Yes, and this is Pinkie Pie.”

“Well, er, you’re a hero,” the same mare pointed out. “Shouldn’t you be the powerful mage on the car?”

Suppressing the urge to sigh, Rarity shook her head. “It’s Twilight who is the magical genius. I’m just a lady of fashion. Pinkie, dear, are you going to be okay?”

Pinkie continued to rasp, as if she could barely get the air out of her lungs. Even so, she managed to lift her watering eyes up to the ceiling. “It h-hurts. Ab… Above…”

A tension squeezed Rarity’s chest; the poor dear sounded as if she were suffocating! “Easy now. Please, is there a doctor in here?”

“Ab-bove us…”

“Pinkie, please, calm down.”

Pinkie all but threw her off, thrusting her hoof high even as more coughs brutalized her throat and lungs. “U-up! Look u-up!”

And Rarity did, and her heart almost stopped.

It was… in truth, she had no idea what it was. It spread slowly across the ceiling, a thin black layer that she almost mistook for mold. But this mold throbbed and squirmed as veins pulsed along the wide surface, and thin vines began to sprout from it like weeds. And there, in the center of that unnatural plain of black flesh, was a face. Flat, deformed, but with just the faintest hint of equinity, it strained and twisted against the fleshy blanket that kept it pinned against the ceiling. Its eyes were dull white and a thin, short horn sprouted from its misshapen head. It breathed in long, slow gasps, and with every exhale a thick, black smoke drifted out. Already the ceiling was covered in it like a thin fog.

Rarity was still gawking at the thing, initially feeling sorry for a creature obviously in pain, when the first vine swung down into the crowd of ponies. There was a scream, which cut off abruptly, and then a pegasus jerked into the air with the vine wrapped tightly around her throat. The crowd erupted into panicked screams as the pegasus struggled with the vine. Some ponies leapt atop the seats, trying to rescue her. Some continued to watch the scene in numb horror.

Most ran.

Rarity tried to grab Pinkie, but she was too slow; the stampede slammed into them, and she found herself knocked into a corner. She saw Pinkie go down in the crowd and felt her blood run cold. “Pinkie! Get out of my way! Please, Pinkie, talk to me! You brutes, you’re trampling her!”

More vines whipped into the crowd, snatching up the fleeing ponies. The smoke overhead grew steadily denser. Rarity tried to force her way through the crowd, her heart pounding as she screamed and kicked at the mindless mass of ponies. Why were they just running? Couldn’t they see what they were doing? “Pinkie Pie!”

Rarity no longer paid attention to her surroundings. All her thoughts centered on getting to her friend. The mob’s frantic escape grew only worse as the small door became a bottleneck, and they all pressed so tightly against one another that they began to push Rarity back into her corner. She screamed and raged and kicked to no avail. In the corner of her awareness, she noticed more of those ugly black vines snatching ponies into the air, some by their throats, others by legs or midsections or even tails. Some of the bodies had already become limp, either from the vines’ relentless grip on their necks or smoke inhalation.

One pony fell into her, and Rarity found herself squeezed between him and the wall. She squirmed and pushed, still calling for Pinkie, but could achieve little against the sheer bulk of the passengers fighting for the door. A vine dropped and slowly, almost caressingly, began to wrap itself around the throat of the stallion. He screamed and thrashed, inadvertently bashing Rarity in his terror, only to be lifted into smoke so thick that his head and shoulders disappeared. Dazed by his blows, Rarity dropped to her knees to avoid the wild bucking of his hind legs.

For a moment, everything faded. Rarity ceased her frantic cries as she stared up at the body overhead and the stallion’s desperate kicks. Questions drifted through her mind like phantoms, taunting her inadequate knowledge: What was this thing? Where did it come from? Why was it here? Was it going to try to grab her next? Her life might end crushed against a mass of pony bodies, or hanging like a marionette from the ceiling. She wondered what would it be like to have the air robbed from her and her lungs filled with smoke. Would she see Pinkie as it raised her into the air, broken and crushed beneath a hundred hooves?

The last question stirred something within Rarity, as if a ball of ice had shattered into a thousand cutting, biting needles. She lurched to her hooves, ignoring the weakening motions of the stallion overhead. Her magic erupted, and she welcomed it with open hooves, horn shining like a beacon in the dark. As she ground her hooves into the floor and snarled through gritted teeth, a gem gradually appeared from nothingness before her. And another. And another. They formed so agonizingly slowly, but form they did. At last, Rarity had a multi-hued, diamond-shaped barrier separating her from the rest of the ponies.

“Get out of my way!” She thrust the makeshift shield out in a wide arc, and the startled ponies were pushed aside like dolls. Rarity marched past the space she made, twisting her shield around to keep them at bay. They bashed at her barrier, frantically trying to get to the door that now stood wide open. Already, she could feel magical fatigue in her horn, but Rarity ignored it and them in her search. “Pinkie! Pinkie, where are you?”

Where? Where? Where was she? Rarity scoured the floor, fear clawing at the focus she needed to keep the magic up. She jumped onto a seat on the other side of the aisle and let the mob pass, her shield fading into nothing once more. Doing her best to not think about the dangling limbs she had to push past like a morbid curtain, head ducked below smoke that descended lower by the minute, she scoured for any sign of pink. “Pinkie, please. Please, please, please.” Her eyes burned, threatening tears, but she refused to let them win yet. Not yet!

There, a tail sticking out from under one of the seats! Rarity dropped to the floor in between and sank to her barrel, poking her head beneath the seat. There lay Pinkie, curled into a ball as she hacked wordlessly. Bruises were already forming all over her body and blood trickled from scratches, but she was alive.

“Oh dear…” Paying no mind to the dust and grit, Rarity squeezed her way under the seat and held Pinkie’s cheeks in her hooves. She took in the tear-streaked face and half-closed eyes and felt her heart cracking. “Oh, dear, dear. Pinkie? Are you okay?”

Pinkie spoke between feeble wheezes. “H-have to… get out. Please. R-Rarity, g-get us out.”

Rarity’s first thought was to check the poor thing for serious injury, but she forced the inclination down. As worried as she was for her health, Pinkie was right; if they didn’t get out of this car first, neither of them would be making it out at all.

She gave a curt nod. “Alright, we’re going to move to the front of the car. Do you think you can do that with me?”

“Y-yeah…” Pinkie sucked down a long, rattling breath and returned the nod. Her face was contorted into a pained grimace, but she managed to pull herself out of her ball. “Under the ch-chairs?”

Rarity peeked at the ceiling and felt her ears fall flat against her head; the smoke was now almost to the top of the seats. “I think that would be wise. Come along.”

And so they crawled, Pinkie ahead of Rarity. The going was slow, Pinkie’s movement grinding as hacks and wheezes continued to assault her. Rarity felt a shock run through her every time Pinkie started choking, but she always pulled out of it. What in Equestria could be affecting her so horribly? Every now and then she’d look up to find the smoke just a little lower, and more than once she found herself beneath a quiet, limp body. She thought she’d never stop shivering.

Pinkie’s tail twitched, and she gestured Rarity forward with wide eyes. Taking the hint, Rarity scrambled, making it beneath the seat and beside Pinkie just as something warm brushed against her hind leg. Repressing the urge to scream, she tucked her tail in and they both dragged themselves beneath the last seat. She idly wondered if it wouldn’t have been wiser to wait in the back for the crowd to disperse.

“Alright. G-good.” She peered past the gasping Pinkie to the front door of the car. She could only see the bottom third of it, and it was closed. “The door’s right there. It’s just a little sprint. You can handle that, certainly.”

Her breathing under control for a moment, Pinkie followed her gaze with squinting eyes. “A little sprint. Y-yeah. Easy peazy.” Rarity did her best to ignore the doubt in her tone.

“I’ll go first,” she whispered, tensing her legs in preparation. “Get the door open for you so you don’t have to waste time with it. Follow the moment you see it open, alright?”

Pinkie chewed her lip and met Rarity’s gaze with desperate eyes. “Can’t we go together?”

A rejection was on the tip of her tongue, but Rarity lost it as she took in her distraught friend. The poor dear looked a wreck, from the heavy, wheezing breaths to the bruises. She could actually see horseshoe prints! And over all of it were those precious blue eyes silently begging to not be left alone in this… this whatever it was.

At last, Rarity closed her eyes tight and nodded. “Alright. Together. On three?”

Pinkie heaved a deep sigh that broke into a coughing fit. Rarity cradled her for a moment, letting her get it out. As soon as it passed and Pinkie’s breathing returned somewhat to normal, she pulled away and prepared herself. “One—”

“Go!” Pinkie’s sudden shout startled her into action, and Rarity burst out from beneath the chair. She held her head down, but still the smoke burned in her nostrils. She glanced back in time to see a black vine barely miss Pinkie’s tail.

With the way things had been going, Rarity half expected the door to be locked. To her relief, it opened easily, and she paused only to ensure Pinkie got through first before leaping in and slamming the door closed. She sucked in a breath of fresh air and leaned heavily against the wood door, letting her body go limp.

“Uh… Rarity?”

“Please, darling, I need a moment to—” She turned around and released a shout at the sight before them. A brute of a beast, it stood so tall that its shoulders nearly brushed the roof of the train car. No head, only a vertical slit of pinkish folds. And beneath its three legs… She couldn’t resist a blush at the massive, bent spike positioned where its stallionhood should be. It was draped in belts, mesh and chains, and Rarity couldn’t help but be reminded – in a grotesque way that made her feel filthy – of naughty magazines spreads. A trio of bodies lay beneath it like ragdolls in pools of blood.

This momentary analysis was all Rarity had time for, as the creature promptly charged them! It brushed aside the bolted down train seats as if they were made of paper. The sound it emitted was almost like a mare’s scream, but laced with something else, something… eager.

Rarity’s head whipped around for an escape. Going back was suicide, and they’d never get around that thing!

And then she saw the platform door on her right.

“Pinkie, this—”

Pinkie was on her knees, a fresh and powerful wave of coughing rendering her immobile.

The floor shook as the monster approached, its phallic pike thrusting in the air as its moaning roar filled their ears.

With no time to think, Rarity used both hooves and magic to grab Pinkie and, with a strength she didn’t know she had, threw her. Her magic flung the door open and Pinkie disappeared through it into darkness. Rarity put her all into one last sprint, not daring to look even as she felt the floor vibrating beneath her hooves. Something smacked into her flank and sent her spinning before a massive crash reverberated in her skull. Though her hind legs smacked the wall, somehow Rarity made it to the door and went tumbling out of the train.

Or so Rarity had thought. Having expected a sheer drop of a few feet, she attempted to roll only to end up with her muzzle slamming into hard floor. The impact so thoroughly jarred her that for a while she could only lay in a daze. As the Rainbow Dashes finally stopped chasing the Fluttershys around her head, she slowly began taking in the world beyond the pain. The first thing she noticed was that she couldn’t hear the train.

The second was Pinkie’s quiet voice. “Don’t look.”

Rarity froze, cheek still on the floor. She fought against her rapid heartbeat and did her best to maintain her breathing. What could possibly be there for them now? A mutated Opalescence? Her brain could only take so much horror, and nasty smoke demons and hulking phallic monstrosities brought her almost to the limit! The pain in her face and hip didn't help matters. After a moment of silence, she whispered, “What is it? Another monster?”

“No,” Pinkie replied, her voice hoarse. “B-but I don’t think you’ll like what you’d see.” She sucked down a raspy, rattling breath that made even Rarity’s throat feel sore. “I think we should leave.”

Well, if it wasn’t a monster, Rarity was sure she could handle it. She pushed herself into a sitting position and rubbed her aching muzzle with a moan. Her eyes opened, only to find a pink hoof in her face. “Darling, I can’t see.”

“Th-that’s the idea.” Pinkie tugged on her shoulder. “Come on. Really. You don’t want to look.”

Rarity’s insides churned at the possibilities. “Are there bodies?”

“Nuh-uh.”

Okay… “Is there blood?”

“No.”

The concern began to fade as Rarity pondered. “Is there… umm… torture devices?”

Pinkie heaved a dry sigh. “Just come on, please?” Well, she didn’t sound scared at all. Rarity batted her hoof away, only for her vision to be obscured by Pinkie’s tail. How was she putting that in Rarity’s face and dragging her off at the same time?

“Pinkie, dear, honestly! I think you’re exaggerating quite a bit. How am I supposed to… oh, enough!” She pushed the hair from her face and turned around.

The Carousel Boutique. Her jaw dropped at the sight of her once magnificent home, now a torn and tattered ruin. The wallpaper, once lovely, now shriveled and black. The furnishings, carefully chosen for maximum aesthetic appeal, were ugly hunks barely standing on their own legs. Mold now covered her beloved fainting couch from top to bottom. And the dresses. Oh, her precious works of art! Nothing more than rags, torn and threadbare. Rarity stared at one of the few ponnequins still standing, the dress it displayed a grotesque insult to her visual and olfactory senses.

Rarity’s lip trembled. Her eyes burned. Her legs shook.

“R-Rarity?” Pinkie sidled up to her, blue eyes shining in the dark like beacons. “Are you alright?”

Rarity sucked in a sharp breath and squared her shoulders. Now… now wasn’t the time. She turned to the door and trotted out, not so much as giving her home a backwards glance. She couldn’t. If she did, she might lose herself in that squirming ball of agony churning in her throat.

“Oh, I told you not to look!” Pinkie followed quickly, head low and ears flat. “B-but it’s alright, we’ll figure out what’s wrong and fix things, and then—”

“It’s okay, Pinkie.” It took every ounce of will Rarity had to keep her tone neutral. “It is only a minor setback.” That would take years of work to recover in every conceivable way. “Dealing with this crisis is far more important than a few rotting clothes.” Oh, Sweet Celestia, let her not think about clothes!

“It’s not okay! It’s so very far from okay I—”

“Pinkie.” Rarity came to a stop and turned her head towards her friend, but didn’t meet her eyes. “Not. Now.”

Pinkie retreated as if stung, her eyes dropping to her hooves. Her mane fell across her face, but it hadn’t been fast enough to hide the hurt look on her face. Were Rarity not already fighting to keep the ache in her chest down, she might have winced at the extra stab in her heart. Instead, she merely turned away. “I’m sorry, dear. I j-just… I have to think about other things right now. You understand… don’t you?”

Please understand.

“Y-yeah.” Pinkie stood at her side, giving her the lightest of nuzzles. “I understand.”

Rarity wanted to smile for her. The poor dear looked downright miserable. Was her face a little green? But the smile wouldn’t come, and she decided there’d be no point in forcing the issue. So instead, she offered a quiet, “Thank you.” Only now did Rarity take in their surroundings, and what she saw was almost enough to shatter her fragile heart.

If the Carousel Boutique had been a ruin, Ponyville was a ghost town. The grass had turned brown and dry. The buildings appeared ready to collapse at a faint breeze. Her gaze settled upon Town Hall, its great ceiling caved in and one wall scattered across the central plaza. It reminded her almost of a great corpse succumbed to some terrible disease. Sickly yellow clouds covered the sky and left the town in a blanket of darkness that, somehow, failed to keep her from seeing everything in vivid detail.

Rarity didn’t know how long she stared at the tattered remains of her home. Was this what happened to Canterlot? How long had it been like this? How could the curse spread so quickly? What had it done to everything?

“Where is everypony?”

Pinkie’s voice made Rarity jump. She turned her wide eyes to her friend, then realized that she had likely asked the single most important question of all. In an instant, only one pony came to mind.

She focused her gaze on the town yet again, unaware of how her own voice cracked. “I h-have to find Sweetie Belle.”

“Good idea.” Pinkie started towards Town Hall. With no better direction in mind, Rarity followed. “Any idea where she’d be?”

“School, I suppose?”

“R-right.”

Rarity felt as if she’d stepped into the pages of a horror novel. Every building seemed shrouded in an unnatural darkness. Her imagination, fueled by recent events, conjured all sorts of vile entities hiding within those shadows. The buildings seemed more like hulking behemoths awaiting the unwary and foolish to step into their cleverly disguised maws. The two mares kept as close to the middle of the street as they could, their flanks bumping rhythmically as they walked. They frequently exchanged furtive glances.

Rarity longed to call out for somepony, but some deep instinct kept her lips sealed. Pinkie whimpered with every step, her breathing labored and her eyes shifting constantly. Rarity might have said something about it were she not afraid of the very air they were breathing, or the lingering pain of the condition of the boutique. They approached Town Hall and came to a pause, staring at the skeleton of a structure.

Without a word, Pinkie began walking around, her body low. She looked as if she expected something to pounce on them at any second. Whether it was trust in Pinkie’s instincts or her own bubbling paranoia, Rarity did the same.

Pinkie stopped so abruptly Rarity almost walked into her. Her friend’s ears perked and her head swiveled to take in the fallen wall before them. Rarity followed her gaze, but saw nothing but chunks of stone, plaster and wood.

A moment. Another. Rarity chewed her lip, fighting with her instincts, but at last could take no more. “What is it?” she hissed.

“It’s—” Pinkie shook like a leaf, her pupils shrinking a little more by the second. Only now did Rarity notice the shaking in her friends legs. “I don’t know. Pinkie S-Sense is… is… going crazy…”

Out the corner of her eye, Rarity saw it; one of the chunks of rock shifted. Her heart leapt into her throat as she turned to watch. She hoped, dearly, that it might be somepony trapped in the rubble. That seemed a morbid thing to hope for, but when the alternative was a new demon to flee from, Rarity considered it sound.

One of the rock chunks shifted again, then began to rise. The mares took a step back, Rarity feeling her hackles stand on end. The rock, circular and flat, shifted, then tilted back to reveal… a donkey? No, something resembling a donkey. It wore the rock like a wide-brimmed hat, and it had a mouth spread wide in a toothless black grin. In place of eyes, it possessed a mass of tiny stalks, each with a small red ball that shined bright in the dark, making the creature appear to have a thin visor over its face. Rather than equine legs, the creature was carried just off the ground by tiny, insectoid legs like a centipede. It raised two thin, clicking pincers. The inside half of each pincer was much smaller than the outside half, giving the claws the appearance of a sword, or perhaps a finger.

The creature, slightly smaller than Rarity, raised both its claws, seeming to point at the mares. Rarity prepared to cast a shield spell, but no attack came. Instead of approaching, the monster let out a sound like a cackle, its head bobbing and its chest heaving. The sound could only be a laugh, albeit a cruel and mocking laugh. Still, only a laugh. Rarity stared at the thing, jaw loose and spell forgotten. Was that all it intended to do?

With a burst of gravel and dirt, more of the creatures rose from the wreckage of the building. Three, five, seven, a dozen! They all behaved in the same fashion, giggles echoing through the lifeless air. The sound filled Rarity with a sense of unease that grew with every passing second, and she slowly backed away. She glanced at Pinkie, who kept at her side and appeared ready to sprint.

Then, the sound came from a new direction! Rarity spun about and gasped as more of the cackling things skittered out of some of the nearby buildings, all pointing their elongated claws at her. The noise pounded into Rarity’s skull. Her legs shook. “S-stop it…”

They were mocking her. They made her feel so… so small. “Please…”

The laughter penetrated her mental defenses like a hot knife in her brain. She trembled and fell to her knees. Why was she out here? What was she doing? She had no idea. She’d never find Sweetie Belle. This… this horrible curse had ruined everything! Her boutique… her hard work… ruined…

“Stop it,” Pinkie whispered.

Rarity covered her face in her hooves. “Stop laughing at me. I-I can fix it.”

They only laughed louder. Their skittering legs scratched at her ears. She felt like screaming, but her chest contracted and she ended up choking on a sob. Why did she feel so useless? “S-stop laughing… I’m a… I’m…”

“Rarity, we have to… to…”

Sweetie Belle. She had to find Sweetie.

What was the point?

She might be hurt!

And Rarity could do something about it? Unlikely.

But she had to try.

Why? Why try when failure was almost a certainty?

Because they were sisters.

Sisters…

Sister.

“M-my sister…”

When had she closed her eyes? Rarity forced them open. The creatures kept their distance, still pointing, still giggling, still shaking from face to flank. She hated them so much, hated them for their ridicule. But they were right to make fun of her, weren’t they?

No. No, she couldn’t let such thinking beat her. She had to… Pinkie had to…

Pinkie?

Her head shifted to take in her companion. Pinkie lay on her barrel, face in the dirt and forelegs over her head. She shook like a leaf, her sobs piercing through that wicked, horrible laughter. And behind—

The sight of the raised claw sent a jolt of energy through Rarity; suddenly, all her thoughts coalesced into a single point. She launched to her hooves, shrieking a battle cry that pierced the giggles, all her angst channeled into ferocity as she flung herself to her friend’s defense. The offending creature, not a foot behind Pinkie, retreated sideways like a crab, emitting its gruesome laughter as it did. It didn’t even try to take a swing at her. The others pulled back as well when she advanced, pointing and sniggering as if her aggression were part of some comedy act.

Two threatening steps, and Rarity paused. She spun around and back to Pinkie’s side, scattering the three creatures that had begun their approach. Their cowardly tactics only intensified her emotions. She circled Pinkie’s prone form, snorting steam as she watched the little beasts. “What’s the matter? Come on! Come get us! That’s what you want to do, isn’t it?”

But they held back, their long pincers jiggling in the air as they guffawed and chuckled endlessly. Whenever her back was turned, a few would advance, but they would always retreat to a safe distance the moment she focused on them again. How long could she keep this up? Would they keep retreating, or would they start getting brave? There were far too many for her to deal with on her own.

Rarity paused to glance at Pinkie, who hadn’t moved from her spot in the grass. “Pinkie. Pinkie! Get up! I need you.” No response, only more sobbing. Rarity spun around and snarled at one of the creatures. It beat a cackling retreat. “Pinkie, please!”

Another turn, there were two. Turn again, there were five. They fell back every time, but their laughter began to pierce Rarity’s confidence once more. She felt, with a terrible certainty, that she wouldn’t break free of the spell a second time. She risked a glance at Pinkie, but if her friend was aware of the danger she showed no sign. She spun about to send another pair of monsters running, then got an unpleasant idea.

“I’m very sorry about this…” She turned one last circle, making sure the creatures were kept at bay, then whipped around and bit Pinkie’s ear hard enough to taste blood.

Pinkie let out a shout and launched into the air, cradling her ear in both forehooves. She landed neatly on her hind legs, her face streaked with tears and her eyes popped open wide. “Yeeowie, was that an owie! What’s the big… deal… Oh.”

Rarity turned so she and Pinkie faced opposing directions. “We need to escape. These cretins won’t come close as long as we focus on them, but I don’t know what to do next!”

Pinkie got into the act with startling speed, circling alongside Rarity so that they kept the creatures in their sights constantly. “Really? They’re scared of us?”

Scared? They certainly didn’t look or sound scared to Rarity. Still… they were clearly determined to keep their distance, at least from the front. “I don’t know, but I don’t think we’ll be able to outlast them in a waiting game. I’m open to suggestions!”

“Walk forward.”

Rarity paused, letting Pinkie bump into her side. “What?”

“Trust me, walk forward!”

She took in those long claws. Was it just her or did they seem even sharper than before? And their giggling… By Luna’s mane, she wished they would stop with that horrendous racket! “A-are you sure? They could—”

“You wanted a suggestion, well that’s my suggestion. Now can we please start moving?”

The desperation in Pinkie’s tone provided just enough of a kick to Rarity’s brain to let her take the first step. Her head shifted constantly, her eyes catching the ugly things trying to sneak in from the sides. Every time she set her gaze on one it would crawl away. Their incessant chuckles made the whole thing seem like some sort of game to them, but Rarity doubted those claws were for playing ‘tag.’ Her legs shook with every step, for she just knew the beasts would lunge the moment she got too close.

And yet that didn’t happen. To Rarity’s amazement, the things retreated from her approach. Pinkie walked backwards at her side, the two keeping careful pace with one another and working together to keep the monsters at bay with their eyes. Although Rarity could not comprehend a reason, she watched in subdued awe as they approached the edge of the plaza. She guided them towards one of the exiting streets, and the little giggling devils parted for her like water before a boat. Not a single one entered the roadway.

After what seemed an eternity, Pinkie and Rarity were beyond the plaza. Rarity turned about to walk backwards with Pinkie, her mind trying to process what just happened. The creatures followed only until they reached the edge of the plaza, and then they just stood there, their chuckles subdued as they watched the mares’ steady retreat.

The moment they’d passed beyond sight of the things, Rarity collapsed to her haunches. She shook from muzzle to tail and squeezed her eyes tightly shut. “Oh, thank goodness! I thought we were doomed for certain. How did you—Pinkie!”

She’d turned around just in time to see her friend collapse in a heap. Pinkie hacked as Rarity frantically surveyed her body for injury. “Are you alright? Those beasts didn’t hurt you, did they? Please, tell me you’re okay!”

“They didn’t—” A brief hacking fit forced Pinkie to start again, her voice weak. “Th-they didn’t hurt me. It’s… it’s this p-place. It’s so horrible and cruel and… and so the opposite of fun. It hurts just to b-breathe.”

The world? Rarity glanced around at the buildings of Ponyville, all dilapidated and worn. Yes, the street may have been familiar, but she suspected truth in Pinkie’s claim. Was Pinkie’s natural, joyful manner being assaulted somehow? The rational part of Rarity called that impossible, but the unicorn within her knew there was more to the world than logic might suggest. Most importantly, she knew to never associate impossibility with Pinkie Pie.

How was she supposed to deal with this? Those creatures proved beyond a doubt that Rarity couldn’t handle this situation alone, and yet poor Pinkie could barely move. Sure, she might have confronted dragons and changelings and other terrible foes, but these things were beyond equine! How could such things even exist? If only Twilight were here. She always knows what to do.

Pinkie’s whimpering shook her out of her fretful reverie. The sight of the trembling pony was enough to harden Rarity’s nerves. Buck up, Rarity. Pinkie needs you to be strong. We’ll find a safe place to lay low for now, and then you can have a break down.

“Come along, my dear. Let’s get you somewhere safe.” Rarity assisted the wheezing Pinkie to her hooves, and together they continued down the street. They set a slow pace, Pinkie seeming incapable of moving too much without wincing. “Now don’t you worry, Pinkie Pie. Everything will be alright.”

“I hope so,” Pinkie whispered. She pressed her muzzle to Rarity’s neck, and only now did Rarity notice her tears. “I-I’m glad I’m with you. Really.”

“I can only image.” Rarity risked her balance to rub a hoof through Pinkie’s mane, her eyes drifting along the houses warily. “Being alone in this situation would be simply horrid.”

“No,” Pinkie hissed between breaths. “I m-mean, I’m glad it’s you, Rarity. You always… had a head for… for things. You’ll get us out of this. I know it.”

Rarity said nothing, mostly because she could think of nothing to say. She glanced at her battered and bruised companion, but Pinkie’s eyes were squeezed closed. Did she really believe that? Rarity didn’t know whether to be flattered or frightened. After all, she certainly didn’t have that kind of faith in herself, not right now. Of the three terrible things they’d been through over the last – hour, perhaps? It seemed like so much longer – it had really been Pinkie that had gotten them out alive. Rarity’s guidance was more likely to get them killed than anything.

Pinkie cracked open one blue eye, meeting Rarity’s. Despite her huffing, she managed a feeble smile. “Don’t worry. W-we’ll get out of this. Together.”

How could she manage such confidence when her state was so poor? And yet, Rarity found that she did feel a little better about their odds. So much so that she amazed herself and smiled in return. “Yes, I’m sure we will.”

They walked in companionable silence for a short time, Rarity doing her best to ignore their dismal surroundings. They soon passed into the market square, a truly dreadful sight. The tents were little more than tatters, and what little produce existed did so as mounds of molding, putrid goop. The sight worried Rarity. How long would they be trapped in this strange alternate world? Would they be able to find any food? The thought of starving away in this place left Rarity a little queasy.

“So,” Pinkie wheezed, “where will we bring Sweetie when we find her?”

“I…” Rarity pursed her lips as she considered. She’d been so lost in the moment, a destination had yet to come to her. “I can’t say I know. The Boutique is…” She swallowed the lump in her throat and blinked away the wetness trying to sneak into her eyes. “…is not acceptable. I’m not sure where we could go that’s safe.”

“Sugarcube Corner’s nearby,” Pinkie ventured, the slightest touch of hope in her tone. “W-we could… check on the Cakes?”

They had yet to see a regular pony anywhere. As much as Rarity didn’t want to admit it, she somehow doubted the Cakes would be there, yet she refused to say so out loud. Pinkie could use a little hope right now. But then again, if Sugarcube Corner fared as poorly as the Boutique…

A scream pierced her ears, but it was not the sound itself that filled Rarity with dread. Rather, it was that the scream sounded hauntingly familiar. Her head whipped around to the source as her heart leapt into her throat. “Sweetie Belle?”

A few seconds later, three familiar fillies darted onto the scene, screaming in tandem as they fled from some unknown threat. Rarity burst into a gallop, completely forgetting Pinkie as she moved to intercept. “Sweetie! Girls!”

Sweetie trailed behind Apple Bloom and Scootaloo, but didn’t slow down as she turned her head to spot her sister. The poor thing had tears streaking down her face and her pupils were little more than pinpricks. “R-Rarity, help! It’s trying to eat us!”

Before Rarity could ponder that declaration, a crash came from where the girls had appeared. Rarity looked over just in time to see a huge lizard-like monster smash through a wooden stall, bounding forward on two thick forelegs as a long, snake-like tail slithered behind it. Another exploded from a crumbling, moldy tent, sending rotting crates and splinters flying in all directions. The second one had dark stains around its long mouth that Rarity did not want to think about.

With no time to think, Rarity turned mid-gallop to come behind the girls. “Sweetie, go! Don’t stop running!”

“You don’t have to tell me twice,” Scootaloo cried, her tiny wings buzzing.

Apple Bloom was a sobbing mess. “I want Applejack! Oh, Celestia, please!”

“Don’t look back, girls!” Rarity did her absolute best to follow her own advice. That proved difficult; while they weaved through tents and stands, she could hear the two beasts ramming right through the obstacles. She prayed they were at least being slowed down; she had no idea how to defend against the things! But defend she would. If those fiends laid one ugly claw on the girls, she would make them pay dearly for the crime.

“Rarity!” Sweetie called over her shoulder. “What’s going on? W-what is that thing!?”

“Just keep going, Sweetie!”

“But where are we going?” Scootaloo shouted back.

Pinkie jumped out from behind a crumbling produce stand, sweat beading on her brow and her chest heaving. “Sugarcube Corner! It’s the closest! Come on!”

Rarity almost commented on Pinkie’s visibly terrible condition, but her friend darted ahead and disappeared from sight before she could open her mouth. She had no time to fret over her anyway, for Sweetie was beginning to fall behind the others. “Come on, Sweetie, you can do it!”

“I… I’m trying!” Sweetie sobbed as her legs began to slow. “I d-don’t wanna be eaten!”

Against her better judgement, Rarity glanced back. The two lizards were hot on their tails, but at least they were having trouble getting through the dense market. “Sweetie, when I tell you to, I need you to jump.”

“Jump? I can… barely… run, and you… want me to—”

One of the lizards let out loud hiss, its mouth opening to reveal not only small, sharp teeth but a mass of squirming snakes.

“Jump, Sweetie! Jump now!”

With a cry, Sweetie Belle kicked off the ground as ordered. Rarity dropped low and tucked her forelegs in, at the same time giving her sister a magical boost that sent her a little higher in the air. The maneuver churned up dirt, but put Rarity right under Sweetie as she fell. The instant her sister landed on her back, she dropped her forelegs and, in one fluid motion, rose and continued her gallop. “Hold on, Sweetie. I’ve got you!”

Sweetie didn’t disappoint, clutching at Rarity’s mane as if her life depended on it. Rarity weaved through the last of the market stalls – why did the area seem so much bigger than normal? – and soon ran across open ground. Sugarcube Corner was several hundred feet ahead, and the sight filled her with horror. If those things get out into the open, we’ll never make it!

Pinkie darted onto the scene from an alley, her straight mane trailing behind her as she galloped just ahead of Rarity. She actually looked worse now than she had a second ago, her face contorted in clear pain and sweat pouring down her bruised flanks and face. “W-we can… make it. We’re g-gonna make it!”

“It’s gonna eat us,” Sweetie squealed. “Oh, Luna, it’s coming!”

Rarity looked back and saw one of the beasts leap over the last row of stands to land in the street. Without breaking its stride, it came at them at a pace that sent a wave of panic through her. “Don’t look, Sweetie. Don’t look!”

“Open up!” Scootaloo shouted. Already up the short stairs to the café, she reared up and kicked at the door frantically. “Please, open up! Why won’t it open?!”

“It’ll open for me!” Pinkie cried, putting on an extra burst of speed. “Out of the way, Scootaloo!”

“Rarity!”

“Not now, Sweetie!” Rarity could hear the monster’s horrible footsteps. By Harmony, they sounded fast. We’ll make it. We’ll make it. We’ll make it! “Pinkie, open the door!”

“On it!” Pinkie leapt the stairs, slamming into the front door of Sugarcube Corner like a living missile. Contrary to Rarity’s expectations, the door didn’t shatter but merely opened wide. Scootaloo, having ducked beside the stairs, jumped up and turned to watch Rarity. Her eyes went wide. “C-come on, hurry! It’s gaining on you!”

Rarity sucked in a sharp breath before crying, “Don’t just stand there, get inside!”

Scootaloo stood as if frozen, tears dripping off her cheeks as her lips moved swiftly and silently. She held that position for what seemed an eternity, until Pinkie appeared in the doorway and snatched her up by her shoulders. Scootaloo screamed and squirmed as she was carried inside. “No, wait! We can’t leave them out there! Sweetie!”

“Rarity!” Apple Bloom shrieked. “Duck!”

She reacted, swinging her hips and dropping so that she slid along the ground hooves-first. Before she’d even stopped, the great lizard appeared, its wicked claws just missing her as it overshot her. The thing landed a few feet away. Only now did Rarity see the long metal chain piercing the tip of its tail. Her eyes went wide and her breath froze in her lungs as the heavy-looking metal swung around like a whip, knowing she’d never be able to dodge.

Instinct kicked in; Rarity lowered her horn and put all she had into a single spell. A pale blue shield winked into existence. The chain smashed into the shield and ricocheted, but that one hit was enough to shatter the barrier. Rarity’s horn ached, but she and her sister still lived. Scrambling to her hooves, she leapt backwards just in time to avoid a second swing, the rusty metal flashing past her eyes in a blur. The lizard spun around and bared its teeth, its hiss accompanied by those of the dozen snakes that made up its tongue.

Sweetie held on all the more tightly, sobbing into Rarity’s mane. Rarity danced back, hopping and skipping to avoid the creature’s claws and snapping fangs. “P-Pinkie, what do I do? I can’t get past it!”

“Remember the manticore?” Pinkie cried back. “Get it in the face!”

What compelled Rarity to follow that seemingly absurd advice, she couldn’t say. This thing seemed far more dangerous than the manticore ever had! And yet, for whatever reason, she found the courage – or perhaps desperation – to reverse course and leap over a low swipe of the lizard’s claws. With a scream made up of equal parts terror and anger, she delivered a flying kick that landed right between the beast’s eyes.

Rarity realized too late that she’d put too much force into her jump. With a shout, she pitched forward and rolled over the lizard’s back. She felt Sweetie tumble from her shoulders and reached out in a bid to snatch her back, yet her hooves caught only air. She landed on her side behind the creature and, despite the renewed pain in her flanks, leapt back to her hooves. “Sweetie!”

But Sweetie had somehow been caught by Pinkie, who now galloped for the café. “Rarity, come on!”

Rarity sprinted, ducking her head just in time to avoid a swing of the creature’s tail. A moment later and she was inside, slamming the door behind her. She looked about the worn and rotting café, but had no time to take in the state of her surroundings as she spotted Pinkie guiding Scootaloo up the stairs. “This way!”

“What?” Rarity hurried after them. “Pinkie, we can’t go up there. We’ll be trapped!” As if to emphasize her words, the front door shook with a resounding impact. She looked back to see a claw rip into the wood like it was paper. “Pinkie!”

“Just trust me!”

Seeing no other option, Rarity followed. She was halfway up the stairs when the front door exploded inwards, the great lizard smashing its way into the dining area. Its head whipped up to look at her, and Rarity could swear the thing had a furious look to its narrow eyes. Its hiss made the hairs on her back stand on end, and she wasted no more time gawking.

She reached the top of the stairs. It was already at the bottom, claws creating gashes in the wood as it pursued. She turned the corner and it was halfway up. With a scream, Rarity ran towards Pinkie’s room, following her friend’s bright tail as it vanished through the doorway. Through the fear and the tears and the sound of those claws tearing up the stairs, she had just enough presence of mind to look to the closer doors, only to find them all blocked by rusted iron.

The thing was at the top of the stairs. She didn’t have to look to know; she could feel the hallway shaking from its movements. Heart in her throat, gasping for breath, she tried to make the turn and slipped on slick, fungus-covered floorboards. Her chin impacted the ground and her head rang. She looked up and saw nothing but sharp claws that descended for her face, and raised her hooves with a cry.

Something caught her hooves in a firm grip, and Rarity felt herself catapulted through the air. The world spun in her vision until she slammed onto her stomach with a gasp. The fillies were screaming, the creature was letting out another of its vicious hisses. Rarity closed her eyes, knowing they had nowhere left to run.

Then, abruptly, there came the sound of a door slamming… and quiet took over. The fillies’ screams faded to mere whimpering, and the noises of the monster where gone entirely. Slowly, taking heaving gasps, Rarity pushed herself into a sitting position. A quick look around revealed Scootaloo and Sweetie Belle clutching one another in a corner of the room, their faces covered in tears. Now oriented, Rarity turned to the door, fully expecting the lizard to come bursting through.

All she found was Pinkie, who turned to face her. The perspiration ran in rivulets along Pinkie’s face and withers, her mane was a tangled mess, and her knees all but knocked together with their shaking. Her bruises were now blatantly visible, speckling her body in blue marks. Even so, she managed a feeble smile before speaking with a hoarse, barely audible voice. “S-see? Told you we’d be okay h-here. Now, if you don’t mind, I’m g-gonna—” She dropped like a bag of rocks, head smacking the floor with a bang.

“Pinkie Pie!” Rarity was at her side in an instant, surveying every inch of her for damage. To her relief, it appeared the lizard didn’t land a blow with those claws. “Are you alright? Speak to me, please.”

Pinkie only moaned, on hoof wrapped around her midsection and the other clutching her forehead.

“You poor thing,” Rarity whispered, gently stroking her friend’s mess of a mane. “You were already feeling terrible, and then that beast came after us… you overexerted yourself, didn’t you?” Paying no mind to the concerned attention of the fillies, Rarity lifted Pinkie up and carried her to the bed. “Just rest. We’ll stay here until you’re ready to move again.”

Pinkie trembled as the faded sheets were pulled up to her shoulders. She tried to speak, and Rarity had to lean in close to hear. “P-Pale is coming. We’ll be s-safe in the white. Got to m-move… move then. Only way. Only w-way.”

Rarity shushed her with the gentlest of nuzzles. “It’s alright. Just rest for now.”

“R-Rarity?”

“Sweetie.” She turned to her sister and Scootaloo, who had finally calmed down enough to free one another from their vice-like hug. “Are you girls alright?” A cursory glance showed no signs of injury save for a few minor cuts and bruises, and the terrible worry she’d been holding on to finally started to ebb. She grabbed both fillies into a tight hug, and neither objected.

It was Scootaloo who started with the questions. “What’s going on? Where is everypony? What’s wrong with Pinkie? Why are there monsters running around Ponyville?”

“How’d you get back here so fast?” Sweetie managed to slip in.

Rarity sighed and set them down. She took a moment to gather what she knew about the situation. Lamentably, that amounted to very little. And with Pinkie out of commission for the time being…

No, she would maintain an air of authority. The urge to panic swelled within her, but she caught it in a stranglehold and pushed it deep within the recesses of her mind. She couldn’t break, not yet. These fillies needed an adult to appear strong. They had only one candidate for the role right now. Once Rarity could be certain of their safety and the presence of a few other responsible ponies, then she could break down. But not now.

Not now.

Not now!

Another deep breath. She was in control. The mature adult in the room. Everything would be fine.

“I’m afraid I don’t have all the answers, girls,” Rarity replied at last as she at last looked them in the eyes. “But we mustn’t panic. Nothing was ever solved by panicking. We’re going to stick together and hold out until somepony figures out what is causing this mess. And as soon as I have you three safe—”

She choked. Her eyes darted about the room and she spun a circle. Horror shot back into her with a surge of adrenaline. Oh, no…

“Where’s Apple Bloom?”

Sickness – Apple Bloom

Being a hero is overrated.

Apple Bloom kept her hooves over her mouth, desperate to muffle her breathing and whimpers. How did Applejack go out and face danger like this all the time? Didn’t she get scared? Apple Bloom thought her heart would explode! Assuming the ugly lizard thing didn’t find her first.

A hiss pierced her ears, prompting her to fold them back lest they give her position away. She lay under the steps leading into what remained of BonBon’s candy shop, trembling in the dark as the beast crawled about nearby. If she peered between the boards she could make out the thing as it rummaged through the trash cans in the alley by Quills & Sofas, undoubtedly in search of little fillies to eat. She pressed herself as tightly into the side of the building as possible. Please go away. Oh Luna, please make it go away!

She knew she’d done the right thing. Applejack would have been proud, after whipping her for putting herself in so much danger. But she’d seen them chasing Rarity. She’d known that if the first one missed, the second wouldn’t. They’d needed a distraction, and Apple Bloom had acted without thinking about it. Now she was cowering in the shadows, alone and defenseless and silently begging the thing to just go away!

She didn’t even know if her friends had escaped. It might have all been for nothing. What good was being a hero if you didn’t know if you’d done anything? How does Applejack not go mad?

Apple Bloom bit her lip and held her breath as the monster turned from the trash cans and sauntered into the street, snake-headed tongues flicking out of its mouth. It turned one way, then another, its wicked eyes searching. It uttered not a sound, and Apple Bloom’s agonizingly long wait was accompanied only by a veil of silence. Then, the head stopped. Its tongues flicked out once. Twice. Again.

It turned to the steps.

No.

It cocked its head.

No no no. Please, no.

It approached, head lowering as it peered her way.

Applejack, I could really use your help right now!

She closed her eyes tight and tried not to breathe. It hadn’t seen her. It wouldn’t see her. She was safe. This was just a terrible nightmare. Even if Snips’ and Snails’ blood had felt so real on her hooves, it hadn’t been! She’d wake up and see them at school tomorrow acting like the dummies they were. Scootaloo and Sweetie would laugh at her for being a scaredy pony, and she’d laugh too because this wasn’t real!

A low hiss filled the air. Whimpering, Apple Bloom dared to peek past her hooves.

A lone reptilian eye met hers from between the steps.

She opened her mouth to scream… and heard nothing. Even as she registered this fact, the reptile backed away, its head whipping to the side. It stared down the street for a second or two, then turn and ran off, disappearing around a street corner. Apple Bloom watched it go with wide eyes. What the hay? Did it not see me?

Carefully, she crawled out from under the stairs and took a look around. There was nothing; no ponies, no monsters. She was all alone. She tried to call out and found her voice still muted. This brought a new, terrible idea to the forefront of her mind: the last time this happened, the world turned to this rotting, terrible nightmare. Did the silence coming back mean things were about to get even worse?

She turned towards where the monster had looked before running off and gave an unheard yelp; a wall of white flew at her like a wave of fog! She covered her face and closed her eyes… and felt nothing. A moment passed. She peeked over her fetlock to find that Ponyville was once again covered in that pale white… whatever. “What the—” She winced at the sound of her own voice, which seemed oddly loud.

Turning a circle, Apple Bloom found that the world had indeed gone back to that pallid, strange state it had before. The only notable difference was that the change hadn’t undone the aging of everything; walls were still collapsed, wood still looked moldy and rotten, and the grass was as dry and crinkly as ever. The white didn’t purify or heal anything. On the contrary, it gave everything a mute, lifeless appearance. Apple Bloom was once again reminded of a world drawn on a piece of paper that she could somehow traverse; visually two-dimensional, but physically real.

She stood in the middle of the street, taking in her surroundings. “Okay… let’s try to think like Applejack. This is weird, but at least I don’t see no monsters. That’s a plus.” Sitting, she tapped her forehead in an effort to get her brain cells working. “I didn’t see no monsters last time everything was like this. So maybe they don’t like the white?”

Despite having no way to prove the idea, it still gave her some comfort. No monsters meant no violence. An image of Snips and Snails getting sliced up by that bladed… thing resurfaced, and she frantically tried to think of anything else.

“Sugarcube Corner.” She cantered down the dilapidated, familiar street. “Scoots. Sweetie. Rarity and Pinkie. I j-just gotta hook up with them again. Pinkie and Rarity’ll know what to do. They always do. Just like Sis.”

Aside from the crunch of her hooves on the dry grass, Ponyville had fallen into an eerie silence. The warped walls and sagging roofs spoke of years of neglect and abandonment. Apple Bloom kept well clear of the buildings, half certain that she’d be snatched up by ghosts otherwise. If she did, would they be the ghosts of ponies she knew? Friends from school, adults who had always been so nice, longing to have some sort of contact with the warmth of life?

“T-too many spooky stories durin’ sleepovers,” Apple Bloom grumbled. “Stupid Twilight and her stupid book.”

Her spirits rose the moment she saw Sugarcube Corner, even if its formerly glorious façade made it look more rotten and nauseating that delicious. ‘Baked Bads,’ indeed. But her friends had made it inside, she knew they had! All she had to do now was get to them and never, ever leave them again. She stepped through the smashed front door, ears folding back at the sight of the once bright and cheerful dining room. Most of it was remarkably intact, save for a few tables and chairs that had collapsed from rot. The glass display was covered in dust, and a cursory glance revealed only greenish-black lumps that had her holding her stomach and retreating.

“Hello?” She turned in place, taking in every corner of The Corner, but nopony graced her vision. Her gaze fell upon the stairs, which we covered in gouges and splinters. The giant lizard thing must have chased them up there. “Sweetie Belle? Scoots?”

Her hoof hesitated over the first step. Heart beating faster, she leaned forward and perked her ears towards the top of the staircase. Not a sound came back down. What if the monster was still up there, waiting? What if she got upstairs and found…

That image of Snips and Snails came to her, and she retreated from the stairs. She closed her eyes and covered her ears, desperate to keep away the screams echoing through her skull. “It’s not real. It’s not real. It’s n-not real.”

She remained that way for a while, repeating the line like a mantra. If she kept saying it, it might be true. Scootaloo and Sweetie would be upstairs wondering why she’d not come up yet. Rarity and Pinkie would be considering coming down to look for her. She shouldn’t leave them waiting. They might get hurt if they came down.

I might get hurt if I stay down here.

The thought was enough to let her open her eyes and start up the steps. The world was so… white. The monsters didn’t like the white. Yeah… there were no monsters now. The giant lizard wouldn’t jump out from around the corner to gobble her up. Everything was fine. Perfectly fine.

“P-Pinkie?” She reached the top of the stairs, stepping into an empty hallway. “Rarity? Girls?”

No monsters. Everything safe so far.

No friends. Much bigger negative. Apple Bloom took a firm hold on her courage and moved at a trot, intent to check every door. At least, she had meant to, but the doors were all blocked by a wall of rusty, pale iron.

She paused before what used to be the door to the twins’ room. There were no less than three plates of iron taking up the space, held together by ancient-looking rivets and crummy weld jobs. Despite the shoddy appearance of it, an examination of the edges offered no cracks through which she might peer. “Now why would the Cakes block off a p-perfectly good room?”

Unless it wasn’t inhabitable anymore? Just a casual glance around reminded her of the poor disrepair of the place. Which led to other questions, like what had happened to all of Ponyville in the first place. Or why the Cakes didn’t seem to be at home – I really hope they weren’t eaten! – or why monsters seemed to have come out of the woodworks. All questions she’d asked before, but Apple Bloom needed questions. She needed thought processes, things to focus on. Without them, she’d not be able to take a single step.

One question rose in the back of her mind that proved pertinent to her current situation: what were Pinkie and Rarity doing back in Ponyville? Hadn’t they left on the train to Canterlot with Applejack and the others? Apple Bloom continued down the hall, determined that such questions would be posed as soon as the two of them were found. From what she could see, only one room remained unblocked by ugly metal, and that was Pinkie’s room at the end of the hall.

Not wanting to frighten her friends, she took the time to stop before the door and knock. “Girls? Are y’all in there?” She lifted an ear to the door, but heard nothing. “I’m coming in. Please don’t zap me, there ain’t no more monsters out here.” I hope. Casting one last glance to confirm the validity of her statement, she pushed her way inside.

She stared at an empty room. No Scootaloo or Sweetie Belle, no Rarity or Pinkie Pie.

Her hind legs gave out and she sat heavily on the moldy, pale floor. A claw pierced her chest, but she fought down the sensation and her abrupt desire to cry. “Y-you’re a big girl, Apple Bloom,” she whispered at her hooves. “So they’re not here. N-no biggie. It don’t mean nothin’. Ya just gotta find them.” Climbing to her hooves, she began to search the room on the mild hope her friends were simply hiding.

Under the bed she found nothing but dust and a surprisingly large number of books – who knew Pinkie was such a heavy reader? Heck, she even had a copy of the entire Encyclopedia Equestrica. Curious as this was, books were not what Apple Bloom was after, so she tried elsewhere. The closet held some moldy, moth-eaten clothes but no hiding ponies. The wardrobe had nothing but the ever-familiar Party Cannon, surprisingly dust-free and looking as shiny and well-kept as it ever had. Apple Bloom chose not to question it, for it was related to Pinkie, and making sense of anything Pinkie-related was an exercise in futility.

There sat a large blue chest at the foot of the bed. Apple Bloom seriously doubted her friends would hide in that, but she’d exhausted her other options. With little hope and less eagerness, she pushed open the lid to discover a vast collection of party supplies; unblown balloons, blowouts, noisemakers, bags of confetti and more, all dusty but generally in good condition. One more Pinkie-related mystery, and one not at all related to her friends.

Something white – well, white-er – caught Apple Bloom’s eye. It was a piece of paper taped to the bottom of the lid, marked with a strange, alternating pair of hoofwritings, one sloppy and the other sharp like scratches. Seeking to distract from the ever-bubbling anxiety in her heart, she took the paper down carefully and read. Her interest instantly peaked when she realized it was intended for her.

Apple Bloom! Sorry we couldn’t stick around, but I’m so sorry this place does crazy I cannot stop it weird stuff and makes time you must silly, so do when you you’re catch up we part won’t be here. I He is promise Rarity and important Scoots and Sweetie are okay. I’m helping Pinkie Now this is important so read it twice, but cannot act if you don’t I’ll know and so will Luna she’s right see? When you meet him in a any minute now moment, take him to Twilight’s to the library. He’ll want to wait no don’t wait they will come! but don’t let him! You won’t make it if he never fight only flee waits, and you’ve gotta make it or Applejack Equestria needs them will be a very unhappy death pony and Maw is I don’t want coming anypony unhappy and oh I’m Pinkie you must running out of hurry time so hurry up and go downstairs go Apple Bloom before space gets loopy again and you end up dead somewhere else!

Pinkie and Luna

Apple Bloom read the letter again. Then again. On the fourth try, she thought it was starting to make sense. The sloppy stuff was Pinkie, no doubt. The other one… Princess Luna? She couldn’t imagine why Luna and Pinkie would write together in such a chaotic way. It might make sense for Pinkie, but it struck her as the opposite of what the princess would do.

There were the different tones, too. Pinkie’s hoofwriting appeared… well, like Pinkie. Excited, eager, perhaps nervous. Luna, on the other hoof, seemed deathly serious, perhaps frightened. She tried to make sense of it all, only to remind herself that at least half of this was Pinkie-related, so that would be a dead end.

Still… who was this ‘him’ they both referred to?

Her ears perked to the sound of the door opening downstairs. A loud, familiar voice began calling from below, the ancient floorboards muffling the sound beyond comprehension. All Apple Bloom needed to know was that she wasn’t alone anymore, and that thought sent her scrambling for the door. “Up here! Hello? I’m up here!”

She came to a stop at the top of the staircase, a wave of relief washing over her at the sight of a pony she knew and could trust. Filthy Rich stared up at her with eyes originally hopeful, but which lost their luster once he realized who he was seeing. The reaction faded in an instant, however, and hope returned to his expression as he ascended the stairs. “Apple Bloom. Thank goodness you’re alright! Is Diamond Tiara with you?”

“Mr. Rich! Am I glad to see you.” She met him halfway and jumped up to hug his neck a bit more tightly than she’d intended. “I’m sorry, but I don’t know where Diamond is.”

“I… I see.” She dropped from him, just barely catching his frown before it switched back to a smile. “But you’re alright from the looks of things, and that’s the first bit of good news I’ve had all day.”

“I know what’cha mean.” Apple Bloom leaned sideways to look down at the dining room, but saw nopony else with him. “Y-you didn’t happen to see Rarity or Pinkie when you came in? Or maybe one of the crusaders?”

“Miss Pie and Miss Belle? Aren’t they supposed to be in Canterlot by now?”

She sighed, ears drooping along with her head. “Guess that’s a ‘no’. I dunno what happened to them, but they ain’t in Canterlot.”

Mr. Rich hummed, rubbing his chin in thought. He caught her glance and attempted to smile, but it twitched in the corners. “W-well, I don’t know what’s going on, but we should be okay here. And who knows, maybe Diamond will come over; she always loved Sugarcube Corner. Let’s just wait for a bit.”

As he went back downstairs, Apple Bloom considered all she knew. He had to have been through the darkness once already, so he certainly knew about the monsters and weird location jumps. And that smile of his… She wouldn’t tell him, but it was obvious he was as clueless and worried as she was. Maybe more, considering he had no idea where Diamond Tiara was. Apple Bloom wasn’t inclined to help that filly on the best of days, but she didn’t want her to die.

She shivered as the memory of Snips’ and Snails’ final moments flashed through her mind yet again. No, she definitely didn’t want somepony else to go through that, not even an enemy. And there was Pinkie’s and Luna’s note to consider, as strange as it had been.

Her mind made up, she trotted down the stairs and approached Mr. Rich, who stared out the window forlornly. “Mr. Rich?”

He turned away quickly to rub at his face, then gave her what was probably meant to be a comforting smile. Did he really think she wouldn’t notice the red in his eyes? “Don’t worry, Apple Bloom. I’m sure the others will show up soon.”

“Beggin’ your pardon, but… I don’t think so.”

The tortured shadow of a look that passed across his face was gone in an instant, but his recovery smile proved even more feeble than the last. “N-now, no need to be negative about it. Things will straighten themselves out before too long, just you wait and see.”

How strange; Apple Bloom’s insides had tied themselves into knots over the entire situation, and yet she seemed to be the one holding herself together. Shouldn’t that be his role? Confidence in dangerous situations was for grownups, for crying out loud! Still, she sucked down her frustration and reached up to pat his shoulder. “I think we need to go.”

“No.” The answer came quick as a whip, but with little confidence. He turned his attention back to the window, ears splayed. “She might come here. She m-might. Besides, we don’t know what’s out there, and I’m not letting you traipse around town.” With a shudder and a nod, he concluded, “Yes, best to stay here.”

Apple Bloom grimaced; this wasn’t going to be as easy as she hoped. “But why would she come here? It would make lots more sense for her to head back to y’all’s place.”

He tensed, but the whimper still escaped his throat. “I… can’t find it.”

She cocked her head. “What?”

“I can’t find it.” This time when he looked at her, she was met with wide eyes and small pupils. The stallion’s voice shook. “I… I can’t get home. Spoiled must be beside herself with worry, b-but I can’t get to her.” He closed his eyes tight and shook his head. When he looked at her again, at least some of his control had returned. “But I can’t go home without Diamond anyway. I’ve got to find her.”

Apple Bloom wilted. He wasn’t making any sense. He also seemed scared out of his wits. Shouldn’t a big, rich businesspony like him be more in control than this? Then again, running around a town full of monsters was a lot different than sitting through board meetings. But she had to get out of here. She didn’t know why, but she believed Pinkie’s and Luna’s letter.

“Just sit tight, Apple Bloom.” He patted her head with a trembling hoof. “If Diamond hasn’t shown up in an hour or so we’ll… w-we’ll head out, alright?”

The lie was obvious; he had no intention of going anywhere. Apple Bloom sat and chewed her lip. What would Applejack do in this situation?

An answer came quickly, prompting her to look from the front door to Mr. Rich and back. Direct, simple, impossible to ignore. Perfect. She marched for the door, head held high and doing her best to channel her sister’s composure. He’d get angry, but she’d dealt with angry adults before. They were nothing compared to ugly, hungry lizards.

Just when she reached for the door handle, a knocking made her jump and give a quiet shout. She sucked down a few huffing breaths, a hoof to her chest, and lamented the loss of the composure she’d just built up for herself.

Then she was roughly shoved aside by Mr. Rich, who frantically opened the door. “Diamond?”

The pause lasted long enough for Apple Bloom to stand. A deep, feminine voice spoke, sounding so broken and lost that she it made her feel miserable. “I am afraid not, Mr. Rich.”

Curious and concerned, Apple Bloom stepped past the sagging stallion to get a look at the visitor. What she saw was almost enough to make her heart stop: tall, dark, green mane, fangs, and holes in her legs. Though she’d never seen an image of her, Apple Bloom had heard enough about Queen Chrysalis from her sister to identify her. For an instant she considered slamming the door.

But she paused upon seeing the changeling queen’s face. Chrysalis might have stood tall, but her chin touched her neck as she stared at the ground. Her mane was a mess, she had cuts and bruises all over, and… were those tears? Not quite, but there was no mistaking it; Equestria’s most reviled foe looked as if she were on the verge of a breakdown.

Ugly bug lady or not, Apple Bloom couldn’t bring herself to fear this sad looking creature. Mustering her courage, she took a step closer. “A-are you okay? Uh, your majesty.”

Chrysalis’s dull eyes settled upon her. “You know who I am, little one?”

Apple Bloom nodded, one rear hoof inching back towards the door. “M-my sister told me about ya. Queen Ch-Chrysalis.”

“Queen.” Those big green eyes drifted back to the ground. “I was a queen.”

“Er… yes?”

Abruptly, Mr. Rich gasped. He grabbed Apple Bloom’s shoulders and pulled her back into the shop, reaching frantically for the door. “Y-you keep away, you… you menace!”

“Wait a minute!” Apple Bloom broke free and jumped forward just in time to catch the door.

“Apple Bloom! Don’t you know who this is? We gotta—”

“Hold on!” She hopped forward to keep out of his reach, then looked up at Chrysalis once more. “Your majesty, why are ya here? What’s wrong?”

Chrysalis stared at her for a few seconds, then gained a wan smile. “I had to come. I have to help. See this through to the end. It’s the only thing left for me to do.”

Mr. Rich spoke from the door. “Help? W-with what?”

The queen gazed past Apple Bloom at him, her smile fading quickly. She said nothing for a time, her eyes shifting in tiny motions. At last she spoke. “You will die if you stay here. You cannot die. It is important.” She looked to Apple Bloom. “Will you let me escort you to the library?”

“No, we will not!” Mr. Rich began to pull Apple Bloom back by the tail. “G-get out of here, you witch. We want nothing to do with your kind!”

Apple Bloom’s mind raced a mile a minute. The library. Pinkie and Luna wanted us to go there. Does she know that? Is she helping them somehow? Maybe things are so bad that the changelings are offering to help. Maybe things are bad for them too. I know I shouldn’t trust her, but we can’t stay here. She realized the door was closing and jumped forward, grunting as it banged into her side.

Mr. Rich yelped and grabbed her once more. “Apple Bloom, stop!”

“No, you stop!” She swatted his hoof away and pushed the door open once more. “Ya should at least hear her out before slammin’ the door in her face.”

“I’m not letting her have you! Granny Smith would never forgive me if I—”

“Actually—”

They paused in their debate, turning to find Chrysalis unmoved from her place on the steps. She flinched back from their attention, transparent wings buzzing lightly as she glanced away. “I am not here for the foal.”

Mr. Rich went pale. “W-what?”

She looked to Apple Bloom with sorrow in her eyes. “I am sorry, little one. I do wish for you to come, and I will help you survive where I can, but the fate of the world does not rest in your hooves.”

“And you’re saying it rests in mine?” Mr. Rich snapped. “Lies. I’m not a hero.”

Apple Bloom cocked her head at him, then gave the same miffed expression to Chrysalis. “I don’t care about who saves the world or why, I just want it done.”

“A proper sentiment,” Chrysalis replied with a nod before focusing her attention upon Mr. Rich. “It is not that you will personally save Equestria. Rather, there are events that must transpire in the appropriate order for it to happen, and one of those events requires you to reach the Ponyville library. You not being there will be a disaster.”

Mr. Rich scowled and took another step back. “I don’t believe you. Even if I did, I can’t go anywhere without Diamond. I’ve gotta stay put, just in case she shows up here.”

“Diamond?” Chrysalis lowered her head, brow furrowing in thought. “Ah, yes, your daughter. Her role is important too. Do not worry, she will be safe, and you’ll meet up with her in time.”

“Uh, your majesty?” Apple Bloom waited until Chrysalis was looking at her to continue. “How do you know what’s going to happen? Did you talk to Princess Luna?”

“Luna? No. My information comes from Discord.”

Apple Bloom’s ears perked and she grinned. “That’s great! If somepony as strong as him’s on the case, we’ll have this solved in no time.”

Chrysalis opened her mouth, only to close it again. She stared at Apple Bloom for a long time, lips set in a frown and sorrow in her eyes. At last she gave a smile, though it appeared strained. “Of course. Now, will you please come? We need to get there before the Veil returns.”

“The Veil?”

“The darkness.”

“Oh.” Apple Bloom’s ears drooped once more. She’d half hoped that it wouldn’t come back at all, but perhaps that had been foolish. “Alright then, I guess—”

“No!”

They turned to Mr. Rich, who stood to his full height and leveled them both with a glare. “We’re not going anywhere with you. Apple Bloom, come inside. Now.”

How the hay is he supposed to help save Equestria? With a scowl of her own, Apple Bloom jumped out of his reach and stood between Chrysalis’s forelegs. “I’m goin’.”

His jaw dropped and his eyes bulged. “Y-you… You can’t be serious. This isn’t a game!”

“You think I’m playin’?” She stomped her hoof. “I know how serious this is! I saw two of my friends ripped…” Her confidence wavered as the images flashed in her eyes.

“Th-they… They’re dead. I saw them. There was so much b-blood.” She pressed against Chrysalis’s leg, the closest warm object she had, and trembled. “I know how big this is. I know. B-but I also think that if we stay here, w-we’ll die too. I don’t care if she used to be the enemy. There are worse things than changelings now.”

She looked up at him, taking in his pained expression. “I’m gonna go to the library with her. P-Pinkie said I should anyway. Please come with us. I don’t want you to die here.”

He stood still for some time, mouth working as his eyes shifted from her to Chrysalis. He turned his head to slowly pan the area, then looked back at the Corner’s ruined dining room. At last, he sighed. “Alright, but only because I refuse to leave you alone with… her.” He stiffened and tried to shoot a menacing look at Chrysalis, but the shivers running through his legs gave his fear away. “I’m watching you. You harm a hair on her head and I’ll make you regret it.”

“I do not doubt it.” Chrysalis nudged Apple Bloom, prompting her to pull away, and then turned from them. “Come. Quickly.”

Apple Bloom followed, making sure to stay close to the changeling queen. She was the only thing that kept Mr. Rich following, and she couldn’t risk him snatching her away. It dawned upon her just how awkward the situation might have seemed to an outsider. If AJ could see me now…

The route Chrysalis took them on was not the route to the Golden Oaks Library. It wasn’t any route at all, really; paths that should lead to one building or street invariably led to someplace entirely different. Sometimes Apple Bloom wondered if they were still in Ponyville at all. Though the buildings were dilapidated, they should still be recognizable, and a lot of them weren’t. What was this world doing to her home?

At least Chrysalis seemed to know where to go. Not once did she hesitate or slow down, always striding with certainty. Mr. Rich grumbled constantly, his head swinging about as he kept searching for threats or signs of his daughter. The world remained that chalky white, the colors faded and dull. Apple Bloom might have found it interesting, but worry and paranoia drove her focus towards other things. Not a single monster appeared before them, but she watched every corner and shadow attentively just in case.

It was this prolonged study of her surroundings that kept her from noticing something about their guide. She blurted out the observation the instant she noticed. “Aren’t you supposed to have a horn?”

Chrysalis groaned, the first sound she’d made since their departure. “Why do they always notice the horn?”

“Huh?”

“Nothing. It’s just…” She pursed her lips, eyes narrowing as she thought. “It was stolen by Discord, okay?”

Apple Bloom’s ears flattened against her head at the frustrated tone. She resolved not to press her, but the topic still brought some curious thoughts to mind. Why would Discord steal her horn? Was it to make sure she behaved? ‘Do as I say and I might give you your horn back?’ It seemed cruel; she tried to imagine how Twilight might react to losing her horn. The image was… depressing.

At least it gave her a bit more reassurance, increasing her certainty that the changeling queen’s aid was no trick. A quick glance at Mr. Rich, however, showed he probably felt no such encouragement. The stallion set his jaw and never stopped glaring, even when not looking at Chrysalis. His legs moved with a visible tension as if he might bolt at the first sign of trouble. Curiously, she suspected that he’d be bolting towards the trouble. He reminded her of a manticore getting ready to defend its cub.

As she turned forward, Chrysalis abruptly grunted and pressed a hoof to her forehead. Apple Bloom paused to watch her face twist in pain. “Are you gonna be okay?” Did not having a horn hurt?

“Do not worry about m-me, child.” Chrysalis sucked in a deep breath and set her hoof back down. “My fate has already been determined. I am merely… remembering.”

“Oh.” As they resumed walking, Apple Bloom couldn’t resist the question. “Remembering what?”

“Many things,” she replied quietly. “Things I need to remember. Things I don’t. Everything and nothing. It gets… confusing. Sometimes I don’t think my brain is able to handle it, but I keep going. Somehow.”

“Oookay?” When Chrysalis said nothing further, Apple Bloom followed her lead in the matter. The response was a whole lot of nothing, in her opinion. Maybe she was going crazy from horn loss? Perhaps she should be pitying the changeling queen. Wait, if she didn’t have a horn, was she still queen?

“We have arrived.”

Apple Bloom finally bothered to take in her surroundings. Sure enough, the Golden Oaks Library stood tall before them, nestled between two unfamiliar buildings on the corner of Rosepetal and what should have been Cherry Street, but looked like an entirely different road. “How did the library get here?”

“You ask a lot of questions,” Chrysalis groused.

“Sorry.”

“Don’t be.” The changeling sighed and set a hoof to Apple Bloom’s shoulder. It felt curiously normal compared to what she imagined a changeling’s hoof would feel like. “Keep asking questions. They may just save your life someday.”

Mr. Rich stepped closer, his eyes no less accusing than before. “Alright, we’re here. Now what?”

“Now you two must go inside. And soon, before the Veil comes.” Chrysalis turned from them. “I have other errands to complete.”

Apple Bloom cocked her head. “You mean you’re not coming with us?”

“I can’t.” Already, Chrysalis was walking away. “There are others that need my help.”

“B-but… But there’s strength in numbers!” Apple Bloom watched her go, an empty feeling in her chest. “I don’t want you to go.”

Chrysalis offered no response, and soon she’d disappeared around the corner. Apple Bloom sat and stared at her hooves, a strange sense of guilt washing over her. Had she said something wrong?

“Well, that was… odd.” Mr. Rich nudged her with his hoof. “I don’t know what she’s up to, but we should head inside.”

“Yeah.” With one last look towards where Chrysalis had gone, Apple Bloom followed him into the library. Now that she was paying attention, she noticed the place had been little affected by the ruination that had harmed every other place in Ponyville. If anything, the great tree looked larger. Perhaps that made sense; if the weird changes made time speed up, a tree would only get bigger, right? Or maybe Twilight had put some enchantment on it?

The front door seemed as sturdy as ever, but the hinges were rusted solid. They had to work together to pull the door open, and together again to close it. The interior hadn’t fared so well as the outside of the tree, it seemed; bookshelves were sagging and splintered, the books were yellowed and crumbling, and everything had been coated in dust.

They wandered the library’s main floor, each going their separate ways but remaining within one another’s view. Apple Bloom kept her tail between her legs as she rounded a familiar corner to an open space. There stood a blackboard, somehow still standing despite the rot in the wood. Equations and notes were still present in Twilight’s neat, familiar hornwriting, though the chalk had faded.

She didn’t notice it at first. A little flowerpot filled with dry, lifeless dirt. It was set upon a windowsill facing what would have been the afternoon sun. She stared at its chipped, cracked surface. So familiar. If she closed her eyes, she could hear Twilight’s encouragement. And the first time she’d used a potion to make a flower grow… Sweetie making a broom float for the first time, and Scootaloo working so hard on her scooter.

They’re all right. Both of ‘em. Pinkie and Rarity wouldn’t let them…

She shook her head forcefully and wiped away the tears before they could properly form. Twilight was fine. Her sister was fine. Her friends were fine! They’d have more lessons, and she’d find ways to make better potions. Applejack and Twilight believed in her, so she wouldn’t lose faith in them! She opened her mouth to call for Mr. Rich.

No sound came out.

Past experience and Chrysalis’s warning lessened the impact considerably, but did nothing to reduce Apple Bloom’s alarm. She hurried back into the center of the library, even as the churning sensation returned to her stomach. The chalky white nature of the world began to darken and dim, the bookshelves twisting and rotting all around her. Relief washed over her upon spotting Mr. Rich coming from the direction of the kitchens. She dove under his legs and he pressed her close, providing what little protection he could.

Apple Bloom closed her eyes tight and waited with tail tucked. His smell gave the illusion away, but she tried to imagine he was Big McIntosh guarding her from the monster in the closet like he used to do when she was not so much younger. Her insides swirled, but it wasn’t so powerful this time. Because she was prepared?

After what seemed like an eternity, sound returned to her ears in the form Mr. Rich’s heavy breathing. She promptly gasped, realizing she’d been holding her breath the entire time. As her stomach righted herself, she dared to ask, “Are th-there any m-monsters?”

It took a few seconds for him to respond. “Well, no, not really.”

Her ears perked. “What’s that supposed to mean?”

“I guess it depends on whether you consider Discord monstrous.”

“Huh?” She opened her eyes and looked around. Standing where the familiar wooden statue of a horse’s head had once been now sat a bust statue of Discord, his gaze forlorn. “Oh. I, uh, don’t suppose he’s the real deal, huh?”

Keeping huddled together, they stared at the statue for several seconds. It did nothing, remaining perfectly still, even if Apple Bloom was certain his eyes were boring into her own. After a while, Mr. Rich relaxed. “I don’t think the real Discord is one to stay so still for so long.”

“Naw, I guess not.” Gradually, Apple Bloom stepped out from under him and took in her surroundings. The library was even more of a wreck now than it had been, some of the bookshelves having collapsed in on themselves. The books were now little more than ugly piles of detritus and long vines, so dark green as to almost be black, grew on the walls.

She wilted at the sights all around her. To think, the library had once seemed like such a safe place.

“I… guess we should wait here?” Mr. Rich trotted to a window, its glass warped and giving it the look of frozen water. Wiping dust away as best he could, he peered outside. “Last time it was like this, the monsters came out.” He sucked in a sharp breath and turned for the door, but caught himself after only a couple steps.

“What’s wrong?” Apple Bloom went to peer through the window, but could see nothing through the warped glass.

He looked to her, then to the door. He began to tremble. “D-Diamond. My sparkling Diamond might still be out there. W-what if she’s all alone? I gotta find her!” He started for the door again, but stopped for a second time. He turned to Apple Bloom, his face twisted with worry. “I can’t leave you alone, we don’t know for sure that this place is safe. B-but I don’t want to bring you out there…”

Apple Bloom saw his pained frown. Guilt built up within her for the situation she’s put him in, but it warred with anger at the thought he had to watch over her like a baby. Then again, a glance around the library confirmed that the place was pretty scary. “I guess it’s better we stick together, right?”

He groaned and rubbed his face with both hooves. “I just don’t know what to do. I gotta find Diamond! She’s my—” When his hooves dropped, his eyes went wide. “Apple Bloom!”

The alarm in his voice and the way he was looking past her was all the warning she needed; she galloped forward and jumped behind him. Half fearing what she might see, she poked her head out to look where she’d been standing.

It was… a cloud? It looked like fog, only it appeared as a light-consuming blackness that flowed over the ruins of the library. Just upon looking at it, Apple Bloom felt a weariness that seemed to seep into her very bones. It had a looming presence, rising to the very ceiling of the library as it spread, and yet it also appeared to have a distinct center point where the darkness was thickest. Staring into that center brought forth a queer feeling, like Apple Bloom had become old and brittle with time. So compelling was this sensation that she checked herself just to make sure she was still a filly.

“It… it was a trap all along,” Mr. Rich whispered, his voice husky and frail. “We n-never should have… should have trusted that bug.”

The tiredness in his tone brought Apple Bloom out of her haze, and she quickly stepped forward to look upon Mr. Rich’s face. It had gone pale, his eyelids drooped and his shoulders slumped. He wheezed and his legs wobbled as if barely able to support his weight.

Looking back, she yelped at the sight of a long, black tentacle stretching out from the center of the fog. She pushed against Mr. Rich’s legs, managing to shove him back a few inches. “Snap out of it. Mr. Rich!”

“I… I’m so tired…” His hind legs gave out. He stared at the black shape, mouth hanging loosely as he panted. “I feel… old. So, so old…”

The tentacle was coming closer! Apple Bloom began panting as she pushed against the stallion with both forelegs, despite how feeble she felt. “We gotta move! Mr. R-Rich, please!”

“Don’t… think I… can…” His head began to lower.

Apple Bloom’s pulse raced. Somehow she knew that if he fell completely, he’d never get back up. She looked over her shoulder and shouted; more tentacles were wreathing out of the fog, which moved closer at a steady, creeping pace. “K-keep away!”

The thing ignored her. No, not ignored; the tentacles had shifted and were groping for her directly now.

“Apple… Bloom…”

She grabbed him by the cheeks and pressed her muzzle to his, glaring into his dull gaze. “Diamond Tiara! We gotta find Diamond Tiara!”

“Diamond… Tiara?”

“Yes!” She trembled as a chill air passed over her backside. Tears tried to burn their way out of her, but she blinked them back and maintained eye contact. “You’re sparkling Diamond is all alone out there!”

“Diamond? Diamond…” Slowly, his eyes widened. “Spoiled. Diamond.” His gaze went past her, and the paleness of his face vanished in an instant. “Apple Bloom!”

He snatched her up and backpedaled, the horrid cold fading from her as he did. When he threw her onto his back she latched onto his mane and held on for dear life. The two of them were out the front door in seconds. Apple Bloom thanked Luna’s lucky stars that the fog monster didn’t seem able to move beyond that sedate pace, and within seconds they’d left the library behind.

Now that the pressure wasn’t on her to act, Apple Bloom buried her face in Mr. Rich’s mane and sobbed. That cold that had run through her backside… It had been so much more than just a chill. It had been something deeper, something darker, and all her instinct screamed at her to keep away at all costs. She’d felt as if her body were withering away. And the sense of loneliness that ate at her…

She cried and cried, paying no heed to where Mr. Rich took them. If only Applejack could be there, or Big McInstosh. Even Granny! It had felt so… so wrong. Her sister could do all the heroing and adventuring she wanted, Apple Bloom had had her fill!

After some time, the terrible sensations faded to a light buzz in the back of her weary mind. She lifted her head, which felt like it weighed a billion bushels. She realized she’d been crying in Mr. Rich’s mane, and suddenly felt guilty for the mess she’d made. Ears folded back, she muttered a feeble apology.

He tilted his head back. “You okay back there?”

“No.” She sighed and tried to sit up straight. Her legs wobbled, but held. “I’m not. B-but I gotta be a big girl and take it, right? At least until AJ and her friends make things right again.”

He glanced back at her. For once, he looked like his usual confident, charming self. “You’re a good girl, Apple Bloom. You saved my life back in the library, and I won’t soon forget it.”

Staring at her hooves, she replied, “What else could I do?”

“You could have left me behind,” he said. “You didn’t. You helped get me out of whatever spell that… uh… fog thing had me under.” He hummed as he looked ahead once more. “I wonder why it didn’t affect you?”

“It did.” She shivered at the fresh memory, glancing over her shoulder as the phantom of a chill ran up her spine. “Made me feel real old and weak.”

Now that she got a good look, she realized they were on a stone road, the bricks all churned up into lopsided ruts. It looked uncomfortable to walk on. Buildings loomed all around them, their size hidden behind a blanket of fog. The sight of the thick clouds set Apple Bloom’s heart to pounding and she whimpered.

“It’s alright,” Mr. Rich whispered. “It’s just normal fog. It’s not out there.”

“Are you s-sure?”

“I’m sure.”

He sounded confident, at least. Apple Bloom tried hard not to think about the possibilities, instead focusing her attention forward. All she saw was more streets and shadowy buildings. “Where are we?”

“Well…” Mr. Rich paused to brush his mane and scratch the back of his head. “I think we’re in Mareami.”

“Mareami?”

“I recognize the street names?” He gestured to a nearby sign that Apple Bloom couldn’t make out. “Well, the ones I went up to check. Mrs. Rich and I got married here. If I’m right, this road’ll lead us to the hotel we were in.”

Apple Bloom shook her head in a futile attempt to clear it. “But how’d we end up in Mareami? I know you were scared, but ya weren’t runnin’ that fast.”

“It makes about as much sense to me as it does to you.” His next words were so quiet she wondered if she was meant to hear them. “Dunno how I’ll find Diamond now.”

“We’ll find her, Mr. Rich.” She hopped off his back, stumbling over the loose rocks. “You can’t give up hope. If we can get all the way to Mareami faster than a pig eats up slop, there’s no reason to think we can’t get back just as quick. Things’ll turn out just fine.”

Mr. Rich looked away from her confident grin. “You’re just like your sister, you know that?” He turned back with a smile of his own. “I’m sure Applejack would be proud of how you’ve handled yourself so far.”

Heart swelling, Apple Bloom strutted at his side with head held high. “Of course! I learned everything I know from my sister. Why I bet I even—” A hoof pressed against her lips. She blinked and looked over it to Mr. Rich. His face had turned ashen as he looked past her, and she hurried to follow his lead.

A swarm of darkness flitted through the fog. Yes, a swarm, for Apple Bloom could see the individual entities moving about. In the eerie silence, they reminded her of the bats that used to fill the orchards. The dark mass grew larger.

No. Not larger.

“Run!” Mr. Rich tugged on her mane. She needed no extra prodding.

The creatures pursued them through the wrecked streets on silent wings. The unnatural quiet of their movement left a sense of impending dread in Apple Bloom as her hooves pounded the uneven pavement. Were they catching up? Falling behind? She had no means of knowing, and the thought only pushed her to run faster. When she glanced over her shoulder, she saw nothing but darkness, roiling in her wake like a tidal wave of hideous possibility. She might have screamed were she not devoting every ounce of energy to getting away.

Mr. Rich ran ahead of her, but only just enough to guide her through the streets and between buildings. His head whipped back frequently, his small-pupiled eyes darting from her to the swarm to the path ahead. He said nothing through his exertion.

Apple Bloom wished he would say something. Applejack would have been saying something! Her blood pounded in her ears and her legs ached from the sheer amount of effort she’d put into them over the last several hours. How long could they keep this up? Another look back forced a yelp through her dry throat, for the darkness had only grown larger! Tiny winged things flapped on its edges like spots of living shadow, their animal nature given away only by the occasional flash of bone-white teeth.

“Hey! This way!”

The unfamiliar voice jarred Apple Bloom from her panic long enough to let her get a proper look at her surroundings. They were passing by a large plaza with what appeared to be an assembly area. On the other side was a tall building of marble covered in cracks and grit. There, standing in front of a pair of double doors, was a turquoise pegasus waving frantically to them. The mare spread her wings and flew for them with surprising speed, passing over their heads within a matter of seconds.

“Get to Town Hall, it’s safe in there!” she shouted as she darted past, a bolt of lightning in her wake.

Neither pony saw any reason to argue the point, hurrying to turn in the direction of the open doors. Apple bloom looked back to find the black mass of creatures dividing in two, a smaller group moving in pursuit of the pegasus.

“We can make it,” Mr. Rich called to her, his voice hoarse. Sweat poured off his body as he panted. He had begun to slow, but his face showed a renewed determination that gave Apple Bloom courage.

They could do this. They weren’t going to get eaten by those… those things! She’d see Applejack again and tell her how she was brave and survived this nightmare. She was going to make it. “I’m going to make it!”

The pegasus shot past them, a wave of silent darkness consuming her electric wake. “Less talk, more run!”

Though her legs ached and her lungs burned, Apple Bloom pushed even more speed into her legs. She began to pass Mr. Rich up, turning her head to him as she did.

“Don’t… wait… for me…” he huffed, his gaze locked on the doors.

Survival overrode all other considerations; she ran ahead and didn’t look back. Her eyes widened at the sight of a pimple-faced unicorn grasping the doors to close them. “W-wait!”

He looked to her, body trembling like a leaf in a storm, and pulled the left-side door closed.

Apple Bloom’s heart nearly burst at the sight of his orange aura wrapping around the other door. “Don’t! Please!”

He froze, eyes darting from her to what was undoubtedly the darkness on her tail. She prayed he would show some decency and not succumb to the fear that radiated from his eyes. Oh please, don’t close it! Don’t, don’t, don’t…

The pegasus appeared out of nowhere, slamming into the unicorn. The two disappeared into the darkness of the town hall, leaving the door wide open. Apple Bloom whooped at the sheer joy of knowing she would get out of this alive, bounding up the steps two at a time. She slid to a stop and grasped the door. Then she turned back to the courtyard and nearly had an accident between her hind legs.

Mr. Rich was at the bottom of the stairs. Only darkness and teeth could be seen at his back.

“Mr. Rich!”

“Close it, close it, close it!” He screamed as he all but flew through the door. Apple Bloom grasped the handle and pulled. The big, heavy door barely budged. Her mouth opened in preparation for a scream as the tooth-specked darkness filled her vision.

Turquoise hooves grasped the handle over hers, jerked the door back so fast it slammed into her face and knocked her onto her back. Its closure sent echoes through the building and vibrations in the hardwood floor. For a time, she could only lay on her back and stare at the solid stone ceiling, mind numb to the sting in her muzzle or the steadily slowing thud of her pulse in her ears. The heaving of her chest gradually faded to normal breathing and the ache in her lungs barely registered. Everything was muted in comparison to a single, dominant thought.

I’m alive.

A flaming orange mane filled her vision, then similarly orange eyes. “Hey, kid. You alive?”

I’m alive.

“I’m alive,” she whispered, feeling her lips turn up in a grin.

The pegasus matched it tooth for tooth. “Sure are. Ya did good, kid. You and the old dude.”

Apple bloom tilted her head up to see Mr. Rich collapsed on the floor a few feet away, rasping and coughing and looking as though he might pass out any second. She was too relieved to see him in one piece to take in his exhaustion, though. “W-we made it.”

The pegasus ran a hoof through Apple Blooms mane, not losing her pleasant smile. “Yeah. I’m Lightning Dust. You just take the time you need, okay?”

“Th-thanks.” For the first time in what seemed like ages, Apple Bloom allowed herself to relax. She closed her eyes and, this time, welcomed the darkness.

Applejack, you can do all the adventuring you want. I quit.

Author's Note

Not as happy with this one as I've been with the others, but if I don't give in and post it I'll never move on.

The Monster Glossary (SPOILERS)

Author's Note

HERE THERE BE SPOILERS

This section was conceived specifically for the sake of listing and defining the monster in The Silence; their names, where they come from and what their nature is. In some cases, the background will spoil events in the story, so if you haven't read the story and don't want spoilers, by all means do not read this chapter.

My thanks to Evil Council for suggesting this.

EDIT: For those wanting to know how this story would have ended up, there is a Concepts & Creations Blog devoted to exactly that subject.

The Monster Glossary (SPOILERS)

The Monster Glossary

Welcome to the Monster Glossary of The Silence. In this chapter, I talk about the assorted creatures that appear in the story; how they were conceived and what they stand for. The monsters come in four distinct types: Passive, Minor, Major, and Bosses. This chapter will be divided into sections for each type. Note that at the time of writing, this list isn't complete. From here on in, it is my intention to add two monsters to the list for every chapter written. If I catch up to all the monsters that have appeared thus far in the story, then I will add monsters as they appear.

Monster Titles

Aside from the four types, monsters also come in two specific varieties: Name and Fear.

Fear
These monsters are based upon a given fear. This can be something as simple as a fear of spiders to something as complex and uncommon as a fear of lust. Fear-based monsters are far more common than Name monsters, as there can be many individuals out there who share the same fear. Fear monsters are, therefor, the primary type of monster shown in The Silence.

Name
These monsters are unique to the individual who spawned them, and thus are named for that individual. Named monsters are based around specific aspects of that character and may not solely be based upon established fears. Due to their unique nature, they tend to be viewed as a much higher threat, but not all of these monsters are more threatening than your average Fear monster.

Passive Monsters

These monsters are no immediate threat. Indeed, some may not be a threat at all. Most will remain perfectly harmless even when approached, but some hold secret dangers that only become known at the right – and worst – moments. It's best not to confuse 'passive' with 'friendly.'

Lost

Appearances: Sickness 2: Fluttershy

These wretched creatures appear as a sitting pony, except that it is physically fused to whatever he or she is sitting on. Unable to move and barely conscious, it remains in place mumbling about needing to be somewhere, assuming it has yet to lose its capacity for communication at all. In and of themselves, the Lost are harmless. However, they radiate a constant aura of despair and failure, leading to those that remain in their proximity for extended periods of time to feel similar emotions. Ponies that remain near a Lost for too long will ultimately become Lost themselves, surrendering their will to live. Given that this transformation is extremely slow, most Lost are easily recognizable from their original selves, unlike most monsters in The Silence.

Minor Monsters

Monsters that are extremely common. The term 'minor' is not to be misconstrued for 'less dangerous,' as some of these monsters are indeed extremely dangerous even in small numbers. The term 'minor' is purely mean to indicate how common they are in the Veil.

Beyond

Appearances: Sickness 2: Fluttershy

Representative of a general fear of death and the afterlife. Beyond lurk in reflective surfaces such as windows and mirrors, trapped and unable to escape. Longing to be part of the living once more, the desperate creatures constantly bang and thrash against their prisons in an attempt to get the attention and aid of the living. When such a pony comes near, the Beyond bursts from its prison to grab the victim, hoping they will be pulled free. Instead, the victim is pulled into the prison themselves, where they quickly asphyxiate. Even if a pony isn't dragged into the prison, the touch of a Beyond alone is enough to drain the life energy of the victim, rapidly leading to death if the pony doesn't get away swiftly.

Darkness

Appearances: Conception 3: Babs Seed

Conceived for those who fear the dark. Completely black, the have the appearance of a bat's wing with a thick, oval form in the center. This 'body' contains a single circular mouth rimming with sharp teeth that allow it to clamp onto prey and saw off flesh via a rotating motion. The creatures tend to form massive swarms that blend in perfectly with the night and shadows, making them extremely difficult to see under the right conditions. They tend to swoop in and engulf prey from all sides, much as darkness does, and can consume a pony in seconds through sheer numbers. Like darkness itself, they are extremely silent, making it incredibly easy for them to surprise the unwary. The only warning they offer of their presence is that a pony with good eyesight may see their teeth in the dark, but these can be easily confused for the movements of shadows from, for example, a tree.

Heights

Appearances: Conception 2: Coco Pommel, Conception 4: Spitfire

Based upon a fear of falling from great heights, this monster takes on the general shape of a teardrop. The shape itself is meant to symbolize the act of falling. Heights possesses two long, double-jointed arms with which it holds on to high surfaces. Its head is located at the bottom of its bulbous body, giving it a perfect view of the land below and never letting it forget its dangerous position. It longs to return to safety, but lacks the strength to pull its massive body up.

Heights watched the area below, waiting for someone to appear. When it detects someone close by, it takes the risk and lets go in the hopes that whoever is below it can catch it or otherwise bring it down safely. Its arms, accustomed to holding its own significant weight, has little difficulty latching onto smaller things and not letting go. Unfortunately for all involved, Heights is so incredibly heavy that it inevitably falls to its death, bringing whatever poor soul it caught down with it.

Hunger

Appearances: Conception 3: Babs Seed, Conception 7: Princess Cadance

Themed around a fear of starvation, Hunger's design is akin to that of an emaciated diamond dog that is missing the lower half of its body. This forces the creature to crawl along the ground with its innards dragging along the ground, symbolizing both the way hunger tends to creep up on people over a long period of time and how it produces a constant, terrible agony. It possesses extremely small eyes that limits its vision, representing how hunger can limit the focus of those suffering from it. It possesses no nose, and the extra space is utilized by a single massive mouth filled with needle-like teeth. Last but not least, Hunger has two thin arms much longer than its body, each having sharp claws. The arms are intended to act as reminders of the long reach of starvation, which can affect anyone unprepared for it.

Hunger's preference is to remain hidden until suitable prey comes within range, then try to snatch up the victim with its elongated arms. If a target remains tantalizingly out of reach, Hunger may attempt to approach. although the creature is stronger than its frail appearance would suggest, its claws and teeth are startlingly fragile.

Lust

Appearances: Conception 2: Coco Pommel

Created from the fears produced by one's own sexuality, regardless of what that sexuality is. This headless behemoth has the general shape of an ox, possessing three legs (two in the front and one in the back) and a bulky form. It is covered in straps, chains, belts and threadbare cloth. these decorations serve the dual purpose of both referring to BDSM and the tireless, shallow efforts of ponies to make themselves more sexually attractive to hide their discomfort and self-criticism. Its head is replaced by a long, vertical mouth that, while possessing no teeth, had a crushing bite and a which is capable of sucking objects down with incredible force. This is, of course, mean to be an aberration of the vagina. Beneath the creature is also a long, bent spike similar in appearance to an erect penis, which it uses in charging attacks.

This creature attacks with wild abandon, signifying the bestial nature of sexuality, and will target anything that moves. Having no eyes, ears or nostrils, it relies on sensing vibrations through the ground with its sensitive hooves in order to detect prey. Its viciousness and ability to detect movement make it particularly dangerous in close quarters, but it is vulnerable to airborn threats.

Reptile

Appearances: Conception 3: Babs Seed, Conception 5: Lightning Dust

Arguably a more 'classical' monster design, Reptile represents a general fear of all things scaled and reptilian, and encompasses many traits of that variety of animal. Its body is comprised of a lizard's torso and a snake's tail, and thus it moves around on only two legs. The head is like a lizard, but inside it possesses no less than six snakes for tongues. Its teeth are small but sharp, and it prefers to use them to latch onto prey and hold on while it thrashes its head in an attempt to rip flesh. The snake tongues will also bite the victim, depositing a paralyzing venom that renders the target immobile and easily devoured.

The two most unusual things about Reptile are its tail and its extra head. The tail moves like a snake, despite being on the short side, and has two long, spiked chains piercing its end. The creature can vibrate its tail to make the chains rattle, not unlike a rattlesnake, and can attack by swinging the chains.

Reptile's second head is located in its chest region and is normally hidden from view by the monster's low gait. The head, which has the appearance of a mouthless pony, possesses the cockatrice's petrification curse; any creature that looks into its eyes will become encased in stone. Note that it only is encased in stone, not made into stone entirely. The creature remains alive and aware, but immobile (and in great pain) as its skin is what has been petrified. Once a target has been turned to stone, the lizard is free to break the stone in small parts and devour the victim one bite at a time.

Thunder

Appearances: Conception 4: Spitfire, Conception 5: Lightning Dust

Representing a fear of both thunder and lightning, these creatures are shaped like thick earthworms and can stretch out to over a 70 meters in length! Their long, slender appearance is meant to imitate long streaks of lightning, while their black hides are emblematic of burns. Each Thunder also possesses two wing-like appendages, but without any membranes or feathers; these are representative of the branches in lightning.

Lacking any of the normal senses outside of touch, Thunders spend their time flying through the sickly yellow clouds of the Veil. They are very sensitive to air disturbances and thus can detect prey by movement. This ability is far stronger in the clouds, where the thick, oily water transmits the vibrations of motion and sound over longer distances and with greater accuracy. As a result, Thunders won't stray very far from the cloud cover, preferring to remain hidden and strike while unseen.

The Thunder has two forms of attack. First, it generates electrical energy in its 'wings' – at which point the electricity can be seen as filling the space normally taken up by feathers or a membrane. The creature then slaps these 'wings' together to create a concussive blast of sound and heat that jolts and confuses prey, leaving them open for the second attack. When the creatures are hidden in the clouds, the sound of this attack is remarkably similar to the roll of thunder.

The second attack of the Thunder is a sudden, rapid strike, reminiscent of striking lightning. The creature targets the most readily-available orifice – the mouth – and effectively spears its victim. The victim, often still alive, will remain on the Thunder's body, gradually having its bodily nutrients absorbed directly through Thunder's skin. This is, in effect, how Thunder feeds.

Major Monsters

These monsters are less common than their 'minor' counterparts, and some offer much greater threat to potential victims. A lot of unique Name monsters appear here.

Pressure

Appearances: Conception 2: Coco Pommel

This monster represents a fear of mounting responsibility. It stands on four squat legs, which support a body made up most of a giant bubble-like body. Atop this body is the forward torso of a pony, but with forelegs merged over its eyes – symbolizing a desire to hide from reality. The mane of the pony is actually a long whip-like tentacle that both serves as a method of catching prey and the monster's primary sensory organ. Pressure's mouth, filled with flat teeth, can open wide like a snake's, allowing it to devour victims whole. Its bubble-like body is filled with acid, leading to a quick and extremely painful demise for any caught in it.

Pressure moves lethargically, but makes up for its slow gait with the ability to spit acid long distances. It has two major weaknesses: first, that it is rendered blind if its tentacle is severed, and second, that its bulbous body is extremely fragile and can be broken open with little difficulty. This comes with the caveat that all its acid will spill out, which risks serious harm to any unfortunate enough to be close by.

Suri Polomare

Appearances: Conception 2: Coco Pommel, Conception 4: Spitfire, Conception 5: Lightning Dust

The first Named monster to appear in the story, Suri's monster is predominantly themed on sewing and stitching, a reference to her desperate desire to stitch up the shattered pieces of her life. The monster itself appears as a pony with exaggeratedly stretched features, so much so that her own skin cannot contain her body; this is emblematic of her efforts to wrap truths up in lies that can't quite hide reality. Rather than movement with pony legs, the creature has thousands of tiny needles, with which it uses to walk like a centipede.

It possesses two short arms made of thread wrapped around bone, ending in sharp scissors, further indicative of the sewing theme. Hidden within a pouch of its underbelly, the creature has several more long, slicing blades, containing the concept that behind her sweet talk is danger.

Easily the most telling aspect of this creature is that it likes to cut pieces of skin off its victims and uses that skin to sew its own flesh back together. This is indicative of Suri's desire to put her life back together again, but it is thwarted by the fact that, for every cut she performs on another creature, a similar cut appears on her body. This constant but inadvertent self-abuse reflects how Suri is her own worst enemy, constantly attempting to correct her mistakes but always doing as much harm as good.

Bosses

Truly unique, these are the greatest threats the Veil has to offer. Each Boss is a Name monster, and thus the threats they offer are highly specialized.

TBD

Sickness – Princess Celestia

Equestria was a land of peace and prosperity. This was something that Celestia had personally seen to, despite her strongest opponents and most serious doubters. For this reason, Canterlot Castle had no ‘war room’ to speak of, nor a ‘situation room.’ In a land without wars and with all her greatest foes vanquished, Celestia had seen no need for such a space.

That decision had proven to be a mistake early on.

Now, once again, the throne room had to make do. Many a natural disaster had been managed from here, and today the room was filled with tables and hastily-produced contact mirrors, with dozens of ponies running about trying to coordinate the response to the latest disaster to befall Equestria. The only problem? Nopony really knew what the disaster was. So for the moment, the business of the day was reconnaissance and coordinating the potential response teams.

Celestia suffered little weariness from a night helping her sister. Regular evenings of unconsciousness might have become her norm, but they were hardly necessary. Not for an alicorn, at least. Celestia could go a solid two weeks without if need be. It had been a very long time since she’d tried such a thing. She feared that she’d be doing it again for this little… whatever it was.

For now, Celestia sat on her throne, staring down at two large standing mirrors that had been set before her. Her horn glowed gently as she pried the magic away from them to study the inner workings of their enchantments. First Luna had lost contact with Cadance, and then Celestia found that any attempt to contact Manehattan was futile. Luna had retired to her bed, although Celestia had almost resorted to forcing her sister into it.

Once more, she attempted to ignite the communication enchantments on the mirrors. Neither reacted. With her practiced senses, she could see the magic working as intended. As irritating as it was, Celestia had no choice but to conclude that there was nothing wrong with the enchantments, at least on this side.

What disturbed her the most was that the Manehattan mirror had been like this for more than a day, and the Crystal Empire mirror’s symptoms were identical. Whatever had caused Manehattan to go silent appeared to be spreading, and not knowing what she was up against left her feeling ill.

Celestia stood and walked to one of the nearby balconies. She gazed over Canterlot’s glimmering spires, observing the citizens roaming the streets below. Her gaze turned to the blue sky and the few clouds that drifted lazily past. Such a beautiful day, marred by the thought of impending catastrophe. How was Cadance handling the situation? It could be that she was fighting for the lives of her citizens and herself at this very moment and Celestia wouldn’t know it. The thought of her adopted niece struggling against some vicious threat felt as a great weight tied to her regalia.

She had considered going to the Crystal Empire personally. Only the total lack of knowledge and awareness that the problem may be spreading held her back, as she needed to be here to learn about it. It was a relief that Twilight and her friends were on the way. With their capable leadership and organization, they would be more than up to the task of organizing the nation’s response. Celestia would go to help Cadance then.

Her thoughts drifted to Luna’s experiences from the night before. Could her sister be correct? Was there some vile mind behind the silence of the two regions? Celestia couldn’t help but recall King Sombra and his selfish act of vengeance upon his own kingdom. Perhaps this was a similar kind of magic. Luna had not claimed to recognize it, though, and surely she would have if that were the case. Yet there hadn't been a legitimate threat to Equestria's peace in thousands of years – not counting those that came from outside her borders or 'returned' in some fashion.

Puzzling. It was all so puzzling.

Celestia had long ago mastered the art of doing nothing. Or, as Luna was so eager to refer to it, ‘being productively uninvolved.’ There was a trick to it, a method of knowing what strings to pull at what times and in what directions so that, without ever being seen to raise a hoof to help directly, Celestia could achieve the most desirable result. It might be manipulative in the extreme, but it had done wonders to protect her pacifistic public image, which in turn made her job at the civil, legal and international negotiating tables far easier.

The problem Celestia faced now was a blatant and frustrating lack of strings available for pulling. Whatever this threat was, it had come without any warning, and that was not something Celestia was accustomed to. Discord’s return? Challenging, but expected. The changeling invasion? Not exactly expected, but her pre-set preparations had been sufficient. Tirek had been a significant gamble, as she’d never before tugged so many strings in such a large web over such a long period of time to achieve a single goal, and had any one of those strings snapped the result would have been disaster. It was, in some ways, her crowning achievement.

But this? Not even the faintest hint of a warning. Celestia had no idea what was coming and may have no time at all to set up the appropriate safety nets, and that disturbed her deeply. How could her intensive information network have missed such a significant potential threat? A pony or organization did not achieve the power to capture two major cities without putting some significant preparation into the matter. She should have known about this.

Celestia knew she would have to act directly for a change. The fact did not sit well with her, but there it was. The moment Twilight and her friends knew the situation, Celestia would depart for the Crystal Empire. Capable Cadance may be, but Celestia couldn’t rest easy until she saw this threat with her own eyes. She cast her gaze to the Sun, hoping to estimate how much longer she would have to wait.

Two dots on the northeastern horizon caught her attention. She peered, making out a pair of blue specks. Pegasi, for certain. She’d seen the Wonderbolts enough times to recognize the blue flightsuits even at this distance. Surely Spitfire hadn’t completed her mission already. Even for a Wonderbolt, it would take two days to fly between Manehattan and Canterlot. Either these two had been sent her way for some unknowable reason, or the mission had been canceled.

These possibilities left Celestia anxious, and a little guilty. She knew Spitfire was feeling disillusioned after some failures on her team's part over the years, but the princess still had absolute faith in the captain and her team. If this was to be one more defeat for them, it could have drastic consequences to Spitfire’s sense of self-worth. Celestia dearly hoped she was mistaken as the two ponies flew directly for the castle.

A small spark from her horn was all she had to do to catch their attention, and their path shifted ever so slightly. Not a minute later, the two ponies landed before her and bowed. The sight of them did her anxiety no favors; while physically intact, they panted as if they’d been flying at full speed the entire night and all morning. By the sweat seeping through their flightsuits, she suspected some truth to that idea.

The stallion rose to speak, but Celestia went first. “Please, take a moment to catch your breaths. Raven?” She looked back at her secretary, who had been diligently recording information at a desk by the throne. The unicorn looked up with her typical diligence, although the pleasant smile she usually held had disappeared without a trace earlier that morning. “Some refreshments for these two. Quickly, please.”

By the time she turned back, the mare of the two was finishing a long, steady exhale, her eyes closed and her posture straight. She sat, opened her eyes, and spoke crisply. “Fast Clip and Lightning Streak, reporting from Manehattan, Your Majesty.”

Though Celestia’s pristine, practiced smile didn’t slip, she cursed internally. “You’ve come a long way in a short time, Second Lieutenant. It may be a record.” A servant appeared with a large jug of water and two glasses. The two pegasi waited for Celestia permitting nod before draining their drinks. “Now, please report. Why has Spitfire sent you back, and why with such haste?”

Lightning Streak saluted with his glass still in his hoof, inadvertently banging himself on the head with it. He grimaced, but didn’t lower his hoof. “Y-yes, ma’am. Your Majesty, Manehattan is covered in clouds. Not natural ones, but not pegasi-made, either. The entire city is shrouded.”

Fast Clip imitated her partner’s salute, but without the glass. “Captain Spitfire and two others in our squad went inside to investigate the situation. She left us with strict orders not to enter the clouds and report to you if they did not reappear after an hour.”

Celestia’s smile thinned. “And they did not come out.”

The two shook their heads. Their straight faces were a testament to their discipline, but Celestia had enough practice studying pony behavior that she could see their anxiety in their twitching wings and lips. So, Manehattan was as hidden in the real world as it was in the dreamscape. Had the Crystal Empire been similar incapacitated? It seemed a natural assumption to make.

Lightning Streak took a step forward, his expression firm. “Princess! Request permission to search for the Captain and our squad mates.”

“Permission denied.”

“But—”

“I cannot risk losing more of my elite aerial unit,” she said, keeping her tone calm and patient. “I am sorry, I know you must be deeply concerned. Believe me, I am as well. But I have reason to believe that this threat is targeting more than just Manehattan; we have lost contact with the Crystal Empire.”

The Wonderbolts shared wide-eyed looks. Fast Clip leaned forward, her wings quivering. “What are your orders, Princess?”

“Tell me all you know of the situation in Manehattan.”

Sadly, they did not know much. Celestia at least took comfort in the knowledge that these two hadn’t been trapped in the city like their companions. Still, she wished they could tell her more about this mysterious cloud. Perhaps when Luna awoke, Celestia could ask her to investigate the matter in pony. Celestia’s top priority, however, remained the Crystal Empire and Cadance. If this turned out to be half as bad as it was beginning to appear, she would need her strongest pieces on the board.

For now, she would have to work with what she had left. “Alright,” she said to the two once their reports had concluded, “I want you to return to the Academy. Gather the remaining squadron and the reserves. The Wonderbolts are going on full alert as of this moment.”

They tensed at her words, and Celestia couldn’t fault them for it; the Wonderbolts hadn’t been placed on full alert in centuries. It was Fast Clip who spoke up, albeit hesitantly. “Your Majesty… What about the Captain?”

Closing her eyes, Celestia took a deep breath. It was more for their benefit than her own. “We will do everything we can to see that your missing squadron members are brought back safe and sound. This I promise. But for right now, we must consolidate our strength and prepare to strike.” As soon as she knew what and where to strike, of course. She sent them on their way, but not before securing a promise from the both of them to rest up after they made it back to the Academy.

With the Wonderbolts’ direction set for the time being, Celestia returned to her throne. She spent the slowly passing time alternating between further magical prodding of the mirrors and reviewing the ongoing disaster reports as Raven gathered them. The response moved along like a well-oiled machine, and Celestia could at least take comfort in the knowledge that these ponies knew what they were doing. Even so, with those clouds covering Manehattan – and probably the Crystal Empire – the field teams would likely be sitting around doing nothing. Celestia had no intention of sending them into an unknown and potentially dangerous place they might never escape from.

Celestia was staring blankly at the Manehattan mirror, thoroughly frustrated, out of ideas and longing for Twilight’s insight, when the first call came out: “Las Pegasus has gone silent!”

Her head whipped up to the worker who’d shouted the declaration. “What happened?”

“I don’t know,” the mare replied as she tested the mirror with her magic. “One minute I was copying a statement from the Guard Captain, the next the mirror went black.”

Black. Celestia eyed the mirrors before her, taking in their smooth, onyx surfaces.

“I’ve lost Baltimare!”

Celestia’s breath caught at the words. She only had time to look up before more reports rang in.

“Fillydelphia’s gone!”

“Seaddle, too.”

“I’ve lost Trottingham.”

“Vieux le Rênes is black!”

Celestia could only watch in steadily building horror as, before her very eyes, mirror after mirror darkened. What had happened? How was it moving so quickly? Had something been inadvertently triggered? Her eyes went to the frightened faces of the workers, then to the startled expression of Raven. Then, her gaze went to the windows. To Canterlot itself.

Ice gripped her heart as realization dawned. “Send the word out, we must evacuate the city! All ponies in the inner city should be brought to the castle at once. Those in the outer city need to be—”

Her words were muted. She didn’t have to know why to understand that her orders had come far too late. While the rest of the ponies present began panicking in total silence, Celestia focused all her attention on the magic that swept over them. Literally; a white aura of concentrated force rose from beneath her hooves. Celestia tensed, but detected no immediate threat from the spell as it swarm over her body and that of all the ponies in the room.

As the spell passed, it left no physical effect; it was not cold or hot, produced no pain. Even so, Celestia felt it, like a thin sheet of oil washing over her every surface as her internal magic recoiled. As it passed her horn and into the air above, Celestia gained the smallest glimpse of its inner working. Intricate, but with all the subtlety of an angry yak in a china closet. It reminded her of some of Twilight’s earliest spells, being powerful but amateur in delivery.

But that was as far as Celestia could get in her inspection. A moment later, the spell had ascended beyond the room and, indeed, beyond the castle, leaving behind a world of gritty paleness. Lodging what little she’d learned in the back of her mind for later analysis, she turned her attention to the throne room just as sound returned to the world.

And it did so chaotically. The ponies were all talking at once, some to each other, some to the guards, and many to her. To her mild consternation, a few were fleeing out the door. She couldn’t help wondering where they intended to run to. She opened her mouth to speak—

Bang!

All eyes turned to Raven. Or rather, to the big book Raven had just permitted to drop to the floor, probably with an audibility-enhancing spell for good measure. With her expression as professionally stoic as ever, the young unicorn adjusted her bun, sat down, and turned expectantly to Celestia.

The princess permitted the corner of her lip unseen by the others to twitch up, silently thanking Raven for her timely interference. She then turned back to the small army of bureaucrats arrayed before her. “Everypony remain calm. As of right now, there is no reason to believe that there is any danger. I encourage all of you to remain here until we sort out this situation.” That placated them some, but Celestia knew it wouldn’t last. The unicorns among them surely felt the inherent vileness of the spell they’d just encountered.

She pondered her options. There would be no point in sending for Luna; she couldn’t imagine the effects of that spell not jarring her sister awake, and Luna’s first reaction would be to come here. Her Captain of the Guard would likely be on his way as well. Indeed, anypony she might wish to fetch would certainly be headed for the throne room.

“Princess?”

Raven, with that unflappable expression, gestured with her head to the window. Celestia followed her gaze, brow furrowing. She stood and went back to the balcony, her secretary at her side.

All of Canterlot stood in a deep haze that lacked consistency. It was not a fog, that would have required clouds. No, it was as if the farther away things were, the more obscured they were by white. The buildings at the very edge of the city appeared as little more than faint outlines. In the streets she could make out ponies wandering about, perhaps trying to understand what had happened to their fair homes and places of business.

Despite outward appearances, Raven’s voice was shaky. “Have you ever seen anything like this?”

“I can’t say that I have.” Celestia reached out with her magic, trying to get a grasp of the enchantment they now faced. A frown marred her features; while there was certainly something to detect, it was alien to her. Not so alien as to be completely unrecognizable, however. “This is a foul magic, the likes of which I have not seen since King Sombra’s time. It is, simply put, negativity.”

Raven’s ears perked. “Negativity, your majesty?”

“Bad blood,” Celestia replied sharply. “Vengeance. Jealousy. Greed. It is, to put it as basically as one can, the exact opposite of harmony.”

“Hmm…” Raven’s horn glowed dimly for a few seconds, her eyes crossing behind her spectacles. “I think I understand. In that case, perhaps Princess Twilight and her friends would be the appropriate recourse?”

Celestia gazed out at the impenetrable whiteness. She considered her former student carefully, then heaved a long sigh. “I would like to keep Twilight well away from this situation. Alas, I am sure she’ll charge headlong into it, and her friends will all come parading in after her.” Her chuckle came out a bit too quietly. “I will have to account for her presence. Yes, I believe you are right, Raven; Twilight and her friends are perfect for the task. I wish that weren’t the case, but there it is.”

Raven adjusted her glasses with a nod. “In that case, perhaps we should focus our attention on determining exactly what the Princess of Friendship should be aiming at.”

“I couldn’t agree more.” Celestia turned back to the throne room, where things had died down to an uncomfortable murmur. Her eyes narrowed as she looked to the closed doors. “I had expected Luna to be here by now.”

“Perhaps she didn’t wake up?”

Celestia considered it. Though it seemed impossible for a pony with such strong magical sensitivity to sleep right through what just occurred, she supposed it was possible. Closing her eyes, she ignited her horn and reached out for her sibling’s magical presence. She frowned, head turning in the direction her horn indicated. “She’s… still in the direction of her room. And not moving.” She let the magic die and opened her eyes. “Perhaps I was wrong.”

Raven started to nod, caught herself and glanced away. “Ahem… Shall we send the guards to wake her?”

Celestia nudged her shoulder with a wry smile. “It’s okay to point out my mistakes, y’know.”

Raven’s typically stony expression broke into a subdued smile. “I wouldn’t dream of it.” She added in a whisper, “At least, not in front of the panicky populace.”

They looked to the ponies that filled the throne room. They were panicky, weren’t they? Not for the first time, Celestia wished herds weren’t prone to such things. “Yes, send them, but do it quietly. I won’t have everypony here thinking that something has happened to my sister.”

“Discreet, as always,” her secretary replied even as she turned away. Celestia watched her go with a smile; sometimes she wondered if she’d have ever gotten through the past millennium without that mare’s family at her side.

Well, it was her family too. Technically.

No time for a trip down memory lane. Celestia squared her shoulders and settled her face into that eternal smile she’d perfected for the public eye. Taking a brief moment to ‘feel’ at the magical energies around her, she turned her primary focus upon the workers gathered in her throne room. With the fine art of multitasking, she would puzzle over this latest threat and comfort her little ponies in concert. She could give the situation her full attention once her sister was at her side.

The haze remained over Canterlot, the throne room still housed the relief workers, and Celestia’s considerable patience had worn thin. She stood at the balcony once more, surveying the sky. Added on top of her irritation was something she’d only just come to recognize. It had been a small thing at first, a tickle in the back of her mind that told her something was off. Now, as she scanned the white over the spires of her castle, that tiny feeling had become a wave of twisting worries.

She couldn’t feel the Sun. At all. It was as if her best friend, the eternal companion she’d known since she was a foal, had turned its back and disappeared from her life.

That made no sense. There was light. The Sun had to be there, yet no matter how she prodded and searched, she could not detect even a hint of its existence, magical or otherwise. The effort required to control her breathing and keep that nibbling fear out of her mind was considerable, and not entirely successful. Even when she’d given her powers to Twilight over a year ago, she’d at least been able to still feel the Sun’s presence.

“Princess?”

Fighting to ignore the astronomical hole in her small heart, Celestia turned to find Raven in the doorway. Her secretary didn’t face her, but instead stared into the throne room. “Yes, what is it?” She thanked the Goddess that her voice remained even.

Raven glanced back, her brow knitted and her expression uncertain. “Does it seem like there are fewer ponies present than before?”

Celestia stepped beside her and surveyed the throne room. She came close to telling her secretary that she was only seeing things, but a second pass with her eyes gave her pause. Indeed, it seemed as if the crowd had thinned a little. Not by much, but just enough to be detectable. “It would seem ponies aren’t willing to stick around. Can we blame them?”

“I suppose.” Raven shifted from side to side, her head low. “But I swear there aren’t as many guards either.”

Sure enough, Celestia cast her gaze about once more and found that the number of guards in the room had dropped by perhaps a quarter. She noted a group of three speaking in a corner, their heads close together and their ears twitching. One of them, an earth pony, spotted her studious gaze. A second later, the trio parted ways.

She was in no mood to let them off that easily. Celestia approached the one that had seen her, her steps a little heavier than usual. To his credit, he made no attempt to flee despite the way his eyes darted about the room. “What is your name, Private?”

The guard saluted so fast his hoof cracked against his helmet. “Deep Soil, your majesty.”

She kept her tone civil and polite, but deep down she brooded. “Please, be at ease. I only wish to know why so many of the guards assigned to the throne room happen to be missing.”

He swallowed audibly and his eyes did that little dance yet again. “Um… Well, Princess, we don’t… know?”

Her raised eyebrow was enough to make him sputter for an explanation. “The L-Lieutenant sent somepony to check on the Captain. When th-they didn’t return, he went himself. And then we, uh, we—”

“Sent somepony else to investigate, and so on.” Celestia repressed the urge to groan. “And what of the civilians? I note there are some missing.”

He shuffled some more. All pretense had left him as he swung his head around, perhaps in search of some sort of backup that didn’t come. “I… S-some of the civilians had to, er, use the castle’s restrooms? It wasn’t as if we would force them to relieve themselves in the throne room itself. So we have been, um, sending escorts to help them. B-but those escorts haven’t been returning.”

Only a thousand years of practice kept Celestia from cringing. “I understand. Thank you for bringing this to my attention, Deep Soil. Please relay to the remainder of the Guard that nopony, neither civilian nor military, is allowed to leave this room for any reason. If they need to excuse themselves for such reasons, there are six perfectly suitable balconies available.”

“Y-yes ma’am!”

She turned away from the stallion, mind buzzing with possibilities. A few civilians disappearing she could understand; they had families to worry about and were free to do as they pleased in most cases. They didn’t even have to obey her orders – there was no law on the books obligating them in that regard, so technically speaking any command she gave was really more of a request. But the Royal Guard? They wouldn’t just run away.

And Luna still had not arrived. She’d been waiting for over an hour now. Maybe two, it was hard to tell without the Sun. That thought brought a crushing tightness to her throat, and she vehemently focused on something else.

She approached Raven, who perked her ears in preparation. “Raven, may I leave you to handle these ponies for a while?”

Down went the ears. “Of course, but why are you leaving?”

“Luna has not arrived.” Celestia paused to reach out for her sister once more. She appeared to be in the same general area as before, though she’d certainly moved. “And it appears there is something… ‘removing’ my guards from the equation. It is not safe to step outside the throne room, but I cannot sit here and wait for a solution to fall in my hooves. I will find my sister and together we shall determine just what we are dealing with.”

This explanation appeared to suffice, for Raven sat and regained that calm, steady manner that indicated – to those who knew her, at least – an eagerness to work. “I understand. Good luck, Princess.”

“To you, too.” Celestia glanced at the others, then leaned close to her secretary. “The guards are under orders. Nopony is to leave this room. Do not trust anypony who comes knocking on those doors. We still have no idea of what we are dealing with, or what they are capable of.”

Raven’s expression didn’t so much as flinch. “Very well. Be safe, Tia.”

“You too, Little Bird.”

With that, Celestia turned to address the crowd. A small flash from her horn was enough to get their collective attention. “Everypony, I am going out to investigate the situation. I ask that, for your own safety, none of you attempt to leave the throne room. Miss Dupin is in charge in my absence.”

The reaction was mixed, but at least it was quiet. Celestia chose not to waste time assuaging their fears; Raven could handle that for now. With one final, encouraging nod to her secretary, she departed through the double doors of the throne room.

And came to an immediate stop. As the door closed behind her, her eyes roamed the strange scene in which she had stepped. Well, perhaps not strange, but certainly unexpected.

She stood on the train platform of lower Canterlot.

Turning a small circle did not change the fact. Somehow, stepping out of her throne room had taken her to the outskirts of the city. Her mind abuzz once more, she pushed open the door she’d come through, which was now just a plain wooden one leading into the station’s ticket stations. Through the door she found no throne room; only the empty booths.

“Well,” she muttered under her breath, “this explains some things.”

Her ears perked to an unfamiliar sound. Was it… whimpering? Stepping lightly, she entered the ticket booths in pursuit. There; a green tail was just visible on the floor. “Hello? Are you alright?”

No answer, although at this point she could hear a distinct mumbling. Celestia moved slowly, not wanting to startle whatever poor soul she’d discovered.

She nearly threw up a shield upon entering the booth. There, sitting with her back to her, was the last creature Celestia would have anticipated: Chrysalis. The changeling queen sat hunched in a corner, her hooves to the sides of her head and her lips moving slowly. She didn’t appear to have noticed Celestia’s presence.

But Celestia felt no inclination whatsoever to trust her eyes. Her horn ignited in preparation and she stepped as far back as the small space permitted. “Chrysalis.”

The changeling’s head rose slowly. Only then did Celestia realize that Chrysalis’s horn was missing. The sight startled her so thoroughly that she almost let go of her magic. She recovered swiftly when she failed to see any wounds on her head; she’d probably just used her shapeshifting powers to hide it. What good that would do her, Celestia couldn’t fathom, but she didn’t intend to fall for it.

Gradually, Chrysalis turned her head to gaze up at her. There was no threat in those wide eyes. “C-Celestia? But you’re… I saw…” Her face twisted in pain for the briefest time. “No, you’re not… Are. Not? When are you supposed to—” With a low moan, she pressed her hooves to the side of her head and shoved her muzzle to the tiles. “Make it stop. Please, make it stop.”

Another ruse? Celestia pursed her lips as her old foe squirmed on the floor. “Make what stop?”

Chrysalis rocked, her hooves trembling. “I c-can see it. I can see it all. Make it stop. Discord, please…”

Discord. Celestia had been so busy fretting over so many different things that the rebellious draconequus had been neglected. Now that she thought about it, she should have summoned him immediately. One more mistake to add to the pile. “What did Discord do, Chrysalis?”

It wasn’t until several seconds of groaning and rocking had passed that Chrysalis managed to respond. “Dead. Dead. He’s dead. And he put this in my head. T-took my horn. Dead. Oh, Mantis, why did he put it in my head?”

The more this went on, the more worried Celestia became. What if this wasn’t some act? Yet she refused to let her guard down, not even for a moment. She needed only to think of Cadance trapped in the Crystal Caves to build a firm wall between her empathy and this villain. Her heart thus hardened, Celestia stomped closer. “Chrysalis, start making sense. You know what’s going on, don’t you?”

“Know?” Chrysalis’s entire body jerked as if she’d been jolted by electricity. She looked up at Celestia with doe-like eyes. “Know. Y-yes, that’s it. I… know things. Like you, and how you…” She paused to take in her surroundings, ears swiveling and brow furrowing. She leaned back enough to see out the booth window. “Is this… Canterlot? How did I get here?”

Celestia ground her teeth. She had far more important things to do than deal with the changeling, but at the same time…

Perhaps being direct would garner a direct response. “Alright, Chrysalis, what do you want? Why are you here?”

“What I want is my horn back, and—” Chrysalis’s sharp retort became a cringing snarl as she grasped her skull yet again. “And for these stupid memories or whatever they are to go away!”

Another moment of hesitation. Celestia’s eyes flicked to her rival’s unadorned head. “You’ve truly lost your horn?”

“Yes!” Chrysalis jumped to her hooves with a snarl. “Your foul, insubordinate pet draconequus stole it and threw it away! And then he… he…” Her gaze dropped to the floor, the venom traded for wide-eyed shivering. “Oh, Mantis, what was that thing?”

“Calm down.”

With a hiss, Chrysalis thrust a hoof before Celestia’s muzzle. “I just watched one of the most powerful beings in the history of history get consumed like a late night snack. Don’t tell me to calm down!”

“Chrysalis!” Celestia pushed the queen back with both forehooves. “Discord isn’t dead. You can’t just kill a draconequus.”

Chrysalis snarled and backed away. “So confident, aren’t you? Always were, you arrogant pony. Fine.” Her eyes narrowed and her voice dropped to a whisper. “Summon him, then. That’s something you can do now, isn’t it? Go on, prove me wrong.”

Celestia stared at the changeling, wondering what her game was. Summoning Discord would be easy though, and he might even have a better idea of what was going on. Things had gone rather chaotic, after all. Then again, a glance out the window at the pale world reminded her that this didn’t really seem like his kind of disorder.

She weighed her options, not taking her eyes off Chrysalis. At last, she nodded. “Alright, but outside. It’ll be easier for everypony.”

Chrysalis sniffed derisively and turned away. “Everypony. And they say racism is dead in Equestria.” She paused, looking around in uncertainty, but finally spotted and moved for the exit. Celestia followed, a spell in mind just in case she tried to escape.

The outside world was as pale and lifeless as before. Celestia couldn’t resist a quick glance around the normally busy street. The complete absence of life left an ill feeling in her heart, but she focused on the task at hoof.

They stood facing one another on the train platform, with more than enough space between them for a draconequus’s arrival. Celestia only gave herself a moment to wonder why Chrysalis hadn’t tried to fly off before she began the simple calling spell. Her horn gained a dim glow as it channeled the miniscule amount of magic required to inform Discord of her desire to meet him, then it dimmed.

They waited. Seconds passed in eerie silence. Celestia scowled; of all the times that oaf would choose to ignore her. Missing an important dinner party was one thing, but she actually needed him this time. She cast the spell again, putting a little more force into the magic to indicate the urgency. Time passed, and still Discord didn’t come.

Chrysalis wasn’t smiling. Her ears had folded back and her gaze fell to the wooden floor. Slowly, she sank to the ground.

Celestia’s frown deepened as she cast the spell a few more times, roughly once every ten seconds and each time with slightly increasing weight. “What is he doing?”

“He’s dead.” Chrysalis shuddered and closed her eyes. “He should have shown. Curse him, why didn’t he show?”

Stilling her heated retort, Celestia switched tactics. It was one thing to tell Discord she wanted to see him, but she also had the option of pulling him to her by force. It wasn’t a spell she liked using – she wanted Discord to improve on his own without having to nag him daily. But at times like this, she was more than willing to drag him scaly hide to the forefront. Granted, he was strong enough to just overpower her pull, but he’d never bothered.

He'd best not this time. She was frustrated, confused, facing a potentially mad changeling queen, had no idea where her sister was, feared for Cadance, and couldn't detect her precious Sun. Now was not the time for the mismatched abomination to test her.

Brow furrowing, she narrowed her eyes and pushed extra magic into her horn. She cast the spell, a complicated combination of minor elements that started with detection. Despite how small it was, it had been the most complicated part, aside from the actual teleportation, if only because she’d had to make sure he couldn’t detect it. The magic went out in a small wave, invisible to the naked eye. It would stretch all the way out to Ponyville before fading.

She found nothing.

“Celestia,” Chrysalis muttered, her tone startlingly weak, “You aren’t going to find him.” She hadn’t moved from her spot on the ground.

Without replying, Celestia built up more magic and tried again. The second wave moved faster and farther, and should travel well into the Everfree and approach nearby cities like Cloudsdale. Still, she found nothing. Just where could that foal be?

She built up even more magic. She didn’t notice Chrysalis’s ear perking, or how the changeling abruptly looked at her with peering eyes. She would locate Discord and get his assistance, even if she had to comb every stretch of Equestria! The teleportation spell was going to be incredibly challenging, but—

She let out a gasp as her own magic surged into her, and she inadvertently released the spell. The mighty wave she’d been building up surged outward, strong enough that it would easily cover the entire country, but Celestia was too stunned by the sudden backlash to properly pay attention. She shook her head, a curious tingling sensation running through her entire body. “What was that?”

“God doesn’t like your prodding,” Chrysalis replied darkly.

Celestia glowered at her. “I beg your pardon?”

“God. It knows what you’re doing. It doesn’t like it.” Chrysalis slowly stood up, ignoring the threatening glow of Celestia’s magic. “It wants us confined to the Pale. It can’t just let random magic escape, that would make it possible for us to do so.”

Shaking off the last bit of strangeness from the rebounded magic, Celestia lowered her horn in an antagonizing pose. “You’re either delusional or making up some fantastical lies, even for you. But one thing is for certain: you know what’s happening.”

“Yes. I do.” Chrysalis’s frown shifted to a cringe and she pressed a hoof to the side of her forehead. “But by Mantis, does the truth hurt.”

“What are you planning, Chrysalis?”

“Haven’t we been through this already?” Chrysalis massaged her temples, teeth bared as she hissed a few times in apparent pain. “I’m still picking up the pieces thanks to Discord… and Luna? Yes, I think she was involved. Don’t understand how, not yet. But I know this—” she stood up and managed to grin, though it was marred by pain. “—Equestria will fall, and you with it. I’m going to personally make sure that you and that wretched student of yours don’t get out of this alive.”

Now is was Celestia’s turn to smile. “Just try.” She almost hoped Chrysalis would.

Chyrsalis started to laugh, but the sound cut off abruptly when her face twisted in agony. She dropped into a crouch and groaned. “N-not now, Miss Priss. I don’t have my h-horn. I don’t even get h-how you die. I’ve only got bits and pieces. Besides,” She managed a smirk, though she ground her teeth in the process. “You wouldn’t kill me. You don’t have the guts.”

Celestia tensed, her horn sparking. “If you try to flee, we will test that—”

Something slammed into her from all sides with the force of a freight train. Celestia’s vision spun and, though there was no pain, she still saw stars. Her mind had the uncomfortable sensation of having been squeezed inside a juice press. She lost track of what she’d been thinking, who she’d been speaking to, where and even who she was. All she understood was confusion – total and complete and frightening.

The first thing to straighten out was her vision, but it took some time – once she recalled the concept – to realize that the tall, white things in front of her were buildings. After a while, she came to understand that she was lying on her side. Through trial and error, she recalled how to use her legs and stood.

Canterlot. She was in Canterlot. And her name was Celestia. And she’d been speaking to…

Chrysalis was gone. Celestia cursed under her breath and spun a wobbly circle, but there was no sign of her age old foe. She took a moment to think on her situation through the foggy substance of her brain, and steadily it all came back to her. Then she remembered the loss of the Sun and almost screamed in renewed frustration. Analyzing the events leading up to her confusion, she thought about the magic that struck her and realized, with some theorizing, that it must have been her third attempt to find Discord coming back.

Reflection. Something had bounced her magic back at her. But to send such a powerful spell backwards like that from all directions…

Her anger vanished as Celestia came to understand just how precarious the situation was. What kind of opponent could put whole cities in magic-reflective barriers? And if all of Equestria had succumbed to this? She recalled her aids shouting out the names of cities with which they’d lost contact, and the Wonderbolts’ report. As more and more facts returned to her, Celestia felt a deeper and deeper chill.

Luna. She needed Luna.

Celestia forced her fears down and beat her wings, rising over the pallid city. As she sailed over the spires of Canterlot, she tried to find signs of life below. She was rewarded with empty streets and an eerie, discomfiting quiet. What had happened to all her ponies? Were they hiding indoors perhaps? She chose to believe it, for it was better to believe that than to let the fears overwhelm her. This goal in mind, she turned all of her attention to the Nocturnal Wing of the castle, zeroing in on her sister’s balcony.

A short, anxious flight later, Celestia landed on the smooth marble floor. She trotted for the closed window of her sister’s room. To her mild surprise, the curtains were drawn wide open. The door, on the other hoof, remained locked. Peering through the glass revealed that the room was empty, the bed a tangled mess. No, not just the table; Luna’s room looked like a warzone.

The overturned desk, scrolls and books all over the place, the chandelier lying on the floor. There appeared to have been a ferocious fight, and somepony had suffered from it. Celestia stepped back, pulse pounding in her head at what appeared to be blood on the dark walls. She knew she should go inside, but if the found evidence of what she feared…

Celestia cast a spell, her mental awareness expanding drastically, and she whispered, “Luna? Can you hear me?”

Seconds passed. She licked her lips and swallowed.

“Luna. Please, answer me.”

“A little busy at the moment!”

The air flew from Celestia’s lungs, her entire body slumping at the mental response. She made no attempt to hide the relief from her voice. “Very well. Please, meet me in the throne room.”

“What do you think I’ve been trying—curses, no! Keep away from her, you—”

The contact broke forcibly, making Celestia flinch from the small jolt in her horn. What could Luna have been doing that was so desperate? She tried her magic once more, sending it out to examine the castle. Disturbingly, she found no trace of her sister. So how had she managed to contact her with the telepathy spell?

Celestia turned away from the balcony, her gaze falling over the quiet city below. Luna was… fighting? Her tone at least suggested the possibility. Chrysalis was loose in the city, long-range magic bounced back at her, Discord was nowhere to be found, the Sun had disappeared. What in the wide world was happening in Equestria?

It had been such a long time since Celestia had known this feeling of helplessness. After thousands of years of anticipating the moves of friend and foe alike and manipulating the lives of so many, not knowing what was going to happen within the next hour – or even minute – left a twisted sensation in her gut. To react on instinct, to move without a plan… it simply was not her way. Whatever enemy they now faced – assuming it was even something sentient and not some natural disaster or magical accident – they had robbed her of everything that made her so effective.

Celestia took flight, her belly roiling even more from the sudden motion. She wheeled around the castle, making for the throne room once more. She would need all the help she could get; Luna, Twilight and her friends, Cadance. For the first time in recent memory, she would have to put the fate of the world in somepony else’s hooves without knowing the outcome in advance.

Was she afraid? The sensation almost felt novel.

The pressure struck when she was about halfway to her destination. Celestia’s mind recoiled from it as if she’d somehow had a hot poker stabbed into her brain. For a brief moment she forgot that she’d been flying and toppled as a hideous sensation dominated her body, like insects had begun scrawling under her coat. It itched and disturbed and had her clawing at herself in a desperate bid to make it stop! But even as she responded on instinct, her rational mind demanded attention. With a snarl of effort, she forced her eyes and wings to open properly.

Her flight leveled and she ascended once more, though she continued to squirm at the horrible sensations all over her. Even as this happened, she saw how the entire world steadily grew darker. Through heavy breathing and clenched teeth, she forced herself to pay attention while a pestilence of deterioration came over Canterlot Castle. Marble cracked, gold dulled, colors faded, flags grew threadbare.

And all of it in a state of total silence.

Celestia wasted no time on confusion. She flew straight for the throne room, even as she noted the sickly yellow clouds forming in the sky. Her number one priority was to get to her ponies and protect them from whatever was happening. Then she would determine the cause of this madness and set it right!

So focused was she on ignoring the crawling sensations within her that Celestia barely paid attention to her landing. Her hooves immediately slipped, and she fell with a startled cry to the floor. Something slick coated her side, sticking to her fur and feathers uncomfortably. With the itchy sensations finally leaving and sound returned to her ears, Celestia shifted to her belly and glared at the floor.

She didn’t shriek. Almost, but she cut it off.

Celestia scrambled to her hooves, which slipped and slid on the blood. Backing into her throne room, she stared at the gory remains of the guard whose bodily fluids she’d been lying in. Underneath her disgust and desperate attempts not to vomit, she wondered where the back half of his body had gone.

Another slip. She turned to examine her throne room. This time there was no stopping the vomit.

Bodies. Dozens of them. Maybe more. It was impossible to determine, as not a single one was whole. Her eyes darted from corner to corner, taking in legs, heads, entrails, and assorted mounds of flesh she had no desire or stomach to identify. There was more foulness in this one room than she’d seen in her entire life combined, and Celestia, immortal alicorn princess that she was, failed to comprehend it.

“R-Raven?” She took a cautious step forward. Her breathing came in rapid gasps, her eyes darted at the gruesome sight before her. “Little Bird? Tell me y-you’re here.”

She received no answer. The only sound that came back was her own frantic breathing. Part of her wanted to scream, another wanted to search every ugly piece of flesh for proof that her secretary and distant descendant wasn’t among the deceased. A barely present rational aspect of her mind pushed through the horror.

“L-Luna?” She backed away, hooves slipping on the blood. When no answer came, she frantically reignited her magic. “Luna, t-talk to me.”

Silence.

Slowly, her legs wobbling and heart pounding, Celestia walked out into the balcony. She moved in a daze, her mind scrabbling to accept what she’d just discovered. “Luna, please. I n-need you.”

Her chest bumped the railing. She stood there, eyes closed and lips trembling, waiting for her sibling’s voice. She kept seeing the chunks of flesh, the blood, the limbs. She still had blood on her, and only a desperate desire to calm her chaotic mind kept her from trying to scrub it away with her bare hooves. “L-Luna. Luna. Luna!”

Her sister knew how to handle these kinds of things. She had a stronger constitution. She battled nightmares every night, she would know what to do about this. Celestia hoped she was in a nightmare herself. Maybe, if she kept calling for her sister, she’d arrive and slay whatever demon had concocted this living tartaras.

But Luna didn’t come, no matter how much she called. Nor did she answer Celestia’s magical inquiries. Once again, Celestia was alone. Slowly, tears on her cheeks, she opened her eyes.

Canterlot was bathed in darkness. Beneath her, the world had come to life, but it was not a kind of life she recognized. Only now, with her mind halfway settled, did she hear the shrieks. And as she watched in fresh horror, she witnessed the streets overrun with creatures the likes of which she couldn’t have imagined, all chasing after her poor, horrified ponies. The sky above was covered in a yellow miasma.

Sickness. A sickness had come over her precious Canterlot.

In her half-aware mind, Celestia could think of only one thing to do: she leapt off the balcony and descended upon the city. She didn’t know what evil had cursed her land, where her sister was, or how she would even begin to deal with this terrible thing which had come upon Equestria.

But her citizens were in danger. Subtlety could wait.

She had to protect her ponies.