Emily finds herself alone, only in a medical gown walking through a deserted town of unknown origin. Glancing around for someone to tell her where she is; she only sees run down buildings, and abandoned cars. Not a soul can be seen nor signs as to what happened to the people. She comes to a bakery where a faint sound could be heard echoing throughout the broken windows. Stepping gingerly into the shop she makes her way to the intangible words. A strange light begins to glow from a back room. Once she gets close the sounds become clearer. The sound of something being chopped in a steady rhythm is being accompanied by a female voice singing.

"The itsy bitsy spider climbed up the waterspout.

Down came the rain

and washed the spider out.

Out came the sun

and dried up all the rain

and the itsy bitsy spider climbed up the spout again."

A long shadow mimics the chopping motion in the light of the doorway. when a particular swing of the cleaver in hand is brought down; a loud squishing noise follows. Then another chop followed by another squish. As she reaches the door she peeks inside, and sees a naked woman covered in blood hacking away at a naked corpse on a table. Her eyes widen as light from a fire illuminates the room; it is strewn about with countless naked corpses; all have looks of horror on them. She brings her hand to her mouth trying to keep quiet as she backs away. As she steps back she steps on a piece of glass breaking it. The singing stops as the woman stops hacking mid swing. She slowly turns around a vicious smile on her blood covered face as she looks at Emily with her yellow eyes.

She is now running away with a slight limp from stepping on the broken glass. She looks over her shoulder; the deranged woman smiles as she pursues with cleaver in hand. Frantically running about trying to find someone to help her she trips in a puddle of blood; getting some of it in her mouth. She gags at the taste of blood. A laugh comes from behind her.

"Awe what's the matter don't like the taste of blood? Well I can fix that." the bloodied woman is just a few feet away from Emily.

Emily scrambles to her feet, and starts to run towards the outer limit of the city. She gets to the edge of the city only to be filled with dread. A tall fence blockades the city all the way around. Emily turns left, and runs the length of the fence hoping to find an opening somewhere in the fence. She doesn't get very far though a collapsed building blocks her in. She tries to climb over the rubble but every time she puts excess pressure on her bleeding foot she slips, and falls back down to the ground.

"Awe are we done playing cat and mouse already? Ah well lets go back to my place for muffins." the bloodied woman says right behind Emily. Raising her free hand she strikes Emily in the back of the head knocking her out. Picking Emily up, and placing her on her shoulder the bloodied woman heads back to the bakery.

Emily wakes up chained up to a table. A sticky sensation runs down her back. As she looks around she notices that she is now naked, and much to her dismay back in the bakery. She struggles against her bindings only to exhaust herself. Emily starts to cry as she is over taken by hopelessness. She lays there for an unknown amount of time; her sobbing finally stops. She lays there now in silence listening to the sound of the nearby fire crackling. Even though the room is hot thanks to the fire her skin is covered in goosebumps, and her nipples become hard; a cold sweat begins to flow from her pores. Her sorrow has overtaken her.

The sound of footsteps come into hearing making her thrash against her bindings. She was not going to die like this! If it was the last thing she would do she would escape. Emily turns her gaze to the door as the sound gets closer. A hand grabs the door frame as the bloodied woman comes into view. Covered from head to toe in blood she walks over to the table. Taking her time the woman gets on top of the table, and mounts Emily. Leaning forward so that she was face to face with Emily. Drops of blood fall from her breasts, and onto Emily's breasts. Her eyes narrow as she smiles from ear to ear. With one hand she grabs a handful of nearby rotting flesh, and with the free hand she forces Emily's mouth open. Emily tries to force the flesh out of her mouth, but the woman on top of her forces her entire hand down Emily's throat. Emily gags as the hand is forcibly removed from her mouth. Only to grab another piece of flesh, and shove it into her mouth. After the third piece of flesh being shoved into Emily's mouth the woman starts to sing.

"Oh, do you know the muffin mare,

The muffin mare, the muffin mare,

Oh, do you know the muffin mare,

That lives in Ponyville?

She'll chop you up and grind your bones,

Then feed you to your neighbors kids,

Oh do you know the muffin mare,

You better run and hide.

Oh, yes, I know the muffin mare,

The muffin mare, the muffin mare,

Oh, yes, I know the muffin mare,

That lives in Ponyville.

She caught me up and made me bleed,

Now I'm in a pastry,

Oh yes, I know the muffin mare,

We're all gonna die"

Again, and again, piece after putrid piece the piles of corpses slowly becomes smaller, and smaller; as Emily is forced to eat both flesh, and bone. Her stomach should have long since ruptured as it towers over her. Her face is covered in blood and tears. Her skin has turned to a grayish green. The woman stands next to Emily her arms crossed under her breasts. Leaning over to Emily's ear the woman whispers.

" I am the muffin mare! I am Derpy Whooves! Your son should have never crossed me. Now you will be my instrument of retribution as we become one!"

Derpy takes both hands and stretches Emily's mouth open past it's fullest length. She takes a foot and begins to force herself down Emily's throat. Emily kicks, and screams as more, and more of Derpy is forced down her throat. Soon enough only Derpy's head is left; the two girls look into each other's eyes. Derpy laughs as she disappears down Emily's throat. The instant Derpy disappears Emily's begins to scream as loud as she can as her skin crawls, and boils. Streams of steam billow from her skin as she thrashes on the table. Soon enough the chains break. Emily rolls off of the table, and onto her knees. Two large masses begin to grow, and stretch on her back. Two large grey wings tear through the masses; sending blood splattering across the room. Emily starts to laugh as her belly shrinks, and her eyes begin to narrow.

" Oh, We are the muffin mare,

the muffin mare, the muffin mare,

Oh, we are the muffin mare,

That lives in Ponyville.

We grind your bones, and drink your blood,

We eat your eyes, and have some fun,

Oh we are the muffin mare,

Oh, Please come out and play"

Emily...Derpy? She laughs maniacally as she looks at her reflection in a pool of blood caressing her bloodied breasts; she was now much larger than what she used to be. Her eyes glow with a mixture of yellow, green, and madness. She touches her new appendages with utter fascination. The sensation is incredible as she strokes her sensitive wings; way better then using a vibrator on her flower.

Losing herself to all of the new sensations coursing through her body she shits down into the pool of blood, and spreads her legs. Taking one hand down to her flower, and the other one to her breast she starts to rub her slit. She moans as her fingers dance along her slit. She then takes her middle finger pumping it in, and out of her lips. Her wings slowly begin to flair as she becomes more, and more aroused. Soon enough her wings are fully flared looking like an angel of death. She starts to rhythmically pinch, twist, and pull her nipples the sensation feels like thousands of tiny little needles dancing on her skin. Soon enough though this isn't enough so she takes both nipples into her mouth, and starts to suck on them. With her hand now free she starts to stroke the length of her new wings. The sensitive skin, and feathers twitch at her touch, but soon enough they become accustomed to the touch. Sending wave after wave of pleasure through her body. A shocking new taste crosses her mouth she was expecting blood, and the taste of her skin, but this was even better. Milk had started to pour out of her nipples coating her tongue in it's creamy goodness. She tilts her head back as white waves of pleasure wash over her as she sticks in another finger; then another. Forcing her to let go of her breasts she opens her mouth; streams of milk go spraying into the air. An ear piercing scream of pleasure comes from her mouth as she climaxes. Drops of milk pour out of her mouth as she drops her mouth forward gasping for air. Small ripples form in the pool of blood around her trembling body. Everything within the room begins to spin around her in a cyclone; as her wings begin to flap with great force.

"Hahaha. Ring around the Rosie,

A pocket full of posies,

Ashes, ashes you'll all fall down. Hahaha.

A ring of fallen blood. For soon your end will come,

Ashes, ashes your soul will soon by mine. Hahaha."

A new voice begins to resonate around her, and the edges of her vision slowly becomes blurred. Emily opens hers eyes wide open to see a nurse trying to hold her down as she twitches. She takes her feet, and places them into the nurse's ribs, and kicks her into the opposite empty bed. Leaping onto the nurse's upper body she pins the top half of her body on the bed. Emily's left hand wraps around the nurse's throat and starts to squeeze. The nurse starts to turn purple and gasps for air. Emily loosens her grip just a little.

"My, my what lovely eyes you have. Do you mind if I take a closer look?"

Emily takes her right index, and thumb gouging out the nurse's left eye. Blood squirts all over Emily as she rips the eye out of it's socket. The nurse tries to scream, but all that comes out is a gurgling choke. Sticking her tongue out Emily places the eye on the tip, and pulls it into her mouth. Making sure that the nurse could see the retina staring back at her as she closes her lips, and starts to chew. She slowly swallows the eye fluttering her eyes as she does.

"Mmmmh. Delicious. Please Ma'am may I have some more?"

The nurse screams as Emily begins to dig out her other eye. With a slimy pop Emily removes the eye, and eats it. The nurse is just barely alive after the shock of being gouged. Emily lolls her tongue out, and sticks it into the now emptied eye sockets; lapping up blood. After she has had her fill of the nurse's blood she takes both hands and crushes her neck. Emily slowly gets off of the nurse, and smiles as she heads out into the hall way. A passing nurse is caught in Emily's grip. A thunder clap echoes through the hospital as she tears out the nurse's eyes masking the sounds of screams.

Emily goes into the nearby room a sickly old woman lies in her deathbed hooked up to a dialysis machine. Emily scowls down at the dying woman. She goes to the drawer pulling out a scalpel she walks over to the side of the woman.

"You're eyes are broken, and your blood is spoiled. You are of no use to me."

Emily raises the scalpel and plunges it into the woman's eyes again, and again. Streams of blood gush all over Emily as she stabs the now dead woman. Emily spits the blood out of her mouth as she curses for getting spoiled blood in her mouth. Two nurses come rushing into the room hearing the screaming. Emily throws the scalpel at one of them piercing them right between the eyes. The other has no time to react as Emily pounces on top of her, and starts to bash her skull into the ground. Emily lets go of the nurse; plucking the scalpel out of the other one she removes their eyes, and continues her way down the hall.

One by one Emily kills every one in the hospital taking their eyes as prizes. Before long the entire upper floor was covered in blood, and dead bodies. The sound of thunder, and hard rain drown out the sounds of crying from those that were not quite dead yet. Emily sits on a counter as she smiles; watching a few she let live crawl around the blood covered floor looking for help. A pair of blue eyes are rolled around in her hand as she takes in the euphoria of blood permeating the air. Her head begins to rock back, and forth as she starts to sing.

"Don't you ever laugh as the hearse goes by,

For you may be the next one to die.

They wrap you up in big white sheets

and cover you from head to feet.

They put you in a big black box

And cover you with dirt and rocks.

All goes well for about a week,

Until your coffin begins to leak.

The worms crawl in, the worms crawl out,

The worms play pinochle on your snout,

They eat your eyes, they eat your nose,

They eat the jelly between your toes.

A big green worm with rolling eyes

Crawls in your stomach and out your sides.

Your stomach turns a slimy green,

And pus pours out like whipping cream.

You'll spread it on a slice of bread,

And that's what you eat when you are dead."

Emily kicks her legs as she is singing until that is a wondering doctor grabs her foot, and looks up at her with his hollowed sockets; a smile crosses her face. She looks at the look of terror on the doctor's hollowed face. Opening her mouth she places the two eyes into her mouth, and swallows them whole. She leans in close to the doctor, and begins to sing the last verse of the song.

"And the worms crawl in, the worms crawl out,

They crawl all over your dirty snout.

Your chest caves in, your eyes pop out,

And your brain turns to sauerkraut.

They invite their friends and their friends too,

They all come down to chew on you.

And this is what it is to die,

I hope you had a nice goodbye.

Did you ever think as a hearse goes by,

That you may be the next to die?

And your eyes fall out, and your teeth decay,

And that is the end of a perfect day"

Emily steps down from the counter, and pulls the doctor's head back. Bringing the scalpel above her head she brings it down through the doctor's eye socket; a slurping sound comes from the socket as she forcibly removes the scalpel. She kicks the corpse over to the side, and heads towards the stairs. After all why stop her fun on only one level?

Author's Note

Songs are:
The Itsy Bitsy Spider (unedited)
Do you know the muffin man? (edited)
Ring around the Rosie (again edited)
The Hearse song (again unedited)
Scenes were inspired by:
Cupcakes,
See No Evil,
And Brood mothers from Dragon Age Origins

Sorry if I rushed the sex, not the point of the story.