Author's Note

I know that I said in an earlier story that I wouldn't do this anymore but I think that this help with the three way conversations with herself. Purple for Nightmare. Pink for Pinkamena. Pinkie pie color for Pinkie Pie. lime green for when the tendrils talk. There are two villain references within the story. Do you know which?

Fluttershy's Nightmare

Nightmare walks through the empty halls of the crystal palace using her magic to warp each individual room, and hall to match her perverse nature. The crystalline walls change from bright hues. To that of dark browns, blacks, and reds. Portraits that once shown important figures of history now show sick, and twisted figures. Everything within the castle changes to reflects it's new master's psyche. She makes her way to Twilight's bedchambers. The swarm laughs as they go through tears in space warping the room to fit it's new master's desire. Several mirrors now line the room. The bed posts transforms it's images to that of ponies holding the frame in fear. While the head now looks like Nightmare opening her mouth. The mattress looks as if it is a long blood red tongue. At the foot of the bed is a wooden carving of some pony looking as if they are about to be eaten alive. Nightmare makes her way over to a full length mirror. She smiles as her third eye glows blue. The reflective surface begins to shift and shimmer like rain on a body of water. Once it stops it shows five sleeping mares and the dragon within spheres of maroon colored magic.

One of Nightmare's eyes changes to that of Pinkie Pie's "G...girls...I'll...save you,"

The eye changes back to it's slit state " You can try, but you will fail. You are weak, unstable, a whore for attention, you shove sweets down your mouth like the glutton that you are. You are nothing. You lie to yourself telling yourself that you are there to make others happy when really you feed off of their emotions to feed your own vanity. You were a parasite on them long before I came along. But let us not be rude there is another...guest here within our body. Lets ask them,"

Nightmare's right eye changes back to that of Pinkie's "N...no..not...her,"

The left eye changes to that of Pinkamena " Shut up you worthless insect! You've caged us for far too long. You forced me back into the deepest recesses of our mind. Never letting out our true feelings. You feed off of their happiness, and joy. Afraid to lose such powers that we were given. I have no such need for these gifts. Now I am free to do with them as I please. I wonder which one's number will come up first?"

Nightmare's voice interrupts "Lets find out,"

The spheres of maroon colored magic containing her friends begin to spin like a roulette. They spin faster, and faster until they become a maroon colored ring of light. As they slow a single sphere takes up the mirror.

"N....no not Fluttershy!" screams Pinkie.

"Yesssss it shall be the timid little Fluttershy that shall be the first to bare witness to my splendor," Nightmare's eye return to their slitted state, and glow with magic. She steps into the shimmering mirror.

Laying in a patch of dried leaves Fluttershy groggily wakes up her head feels as if it was made of lead. Slowly getting up to her feet
Fluttershy looks around her to see if any of her friends were nearby.

"Girls!? Owe my head. What happened? Where am I? The last thing I remember was? Oh! Oh my Pinkie! I have to get back there, but where exactly am I?" Fluttershy looks around her surroundings to see if she was any where close to Ponyville.

She was in a dead forest. The trees black, and sickly their branches twist above her head. Thick fog makes it impossible to see for more than a couple of feet in front of her. The floor is covered by dead leaves, and fallen trees. A gust of wind billows through the forest causing a ghastly howl to fill the air. Fluttershy unable to find her bearings picks a direction, and begins to walk. The only sound that could be heard was the crunch of leaves under her hooves. Keeping her body low she looks around to see if there were any animals. No sight, sound, trace, or track. It is as if all living things within the forest just disappeared all at once. She finds herself at a watering hole, but there are no tracks around the edges. Fluttershy's heart begins to race as she sits there in the cold silence.

Fluttershy takes a deep inhale sucking in the cold damp air. She unfurls her wings, and glides over the water. Shadows twist and churn under the water's murky surface. Fluttershy flies up just a little higher. She doesn't want to risk whatever it was that was in the water to jump up and get her. Her eyes widen as a large shadow starts to surface from the murky deep. Closer, and closer the shadow ascends to the surface. Fluttershy's heart is now racing as she goes higher into the air. Whatever it was it was huge. Fluttershy holds her breathe as a swell of water breaks the calm water. A large rotten log leaps into the air and makes a loud splash as it hits the water's surface. Fluttershy releases her breathe as she is relieved that it was only a log. With her heart still racing from the scare Fluttershy picks up her pace a little and crosses the watering hole. As she leaves behind the watering hole the log bobs in the water until it is suddenly jerked back down under the water.

With Fluttershy now hovering above the ground there is no sound what so ever. Her flaps are so soft that they are like an owl's wings, silent. As she flies through the forest the surroundings begin to change large spider webs cover the trees. Some have cocoons of tapped prey nestled within them. Some had no cocoons, but rather remains of the prey: birds, bats, and the like. On the ground were several small bones damp with the surrounding moisture. Fluttershy could tell that most of the bones belonged to small rodents, but not all some were quite large. Feeling a sense of dread she turns around. However the fog had increased in thickness behind her she could no longer even see an inch in front of her nose in that direction. She is forced deeper into the webbed forest. With most of the trees covered in webs their shadows are given a demented, and dark presence. Fluttershy takes a deep gulp as she tries to navigate through the shadows. Her head bolts up right as she hears something dark. The air was no longer filled with silence as she descends into the forest, but with audible clicking.

Fluttershy increases her speed as she rushes through the forest. The sound of clicking echoes all around her. First it would come from Eight O' clock. Then another click would respond from Two O' clock. She would swerve towards her Ten O' clock. Only for more clicks to be coming from that direction. She tries to fly above the trees, but as she does she is forced to stop. Spider webs had completely covered the canopy making it impossible to penetrate. A chorus of clicking could be heard from her Six. Having no other recourse she flies straight as fast as she can. Eventually her speed decreases as she has exhausted herself. The clicking wasn't following her for now so she lands on the forest floor. Panting heavily Fluttershy tries to catch her breathe. A powerful gust rushes through the trees blowing a way the heavy fog that surrounds her. Fluttershy's eye bulge as she looks in horror at what is in front of her. A massive spider web blocks her way of going forward. She looks at the top and sees that all of the spider strands lead to this one web. At the bottom of the web were large cocoons many of which were larger than her. Fluttershy begins to tiptoe back the way she came. However she is forced to stop as a sea of clicking comes from the wall of fog.

Fluttershy pears into the dense fog trying to see just what it was that was following her. Six large shadows begin to take shape. Each shadow had eight legs that towered over their bodies. A pair of long drooling fangs drip with a frothy yellowish green liquid. Forty two glowing red eyes stare deep into Fluttershy's being immobilizing her. They begin to bounce, and click with joy as they have cornered their prey. A sudden crackling noise soon follows the clicking as the canopy above shakes. Fluttershy glances over her left shoulder back to the web. Two incredibly massive legs descend the web followed by the rest of the queen's body. She was easily the size of Fluttershy's hut maybe even bigger. The ground shakes as the queen lands on the ground. Fluttershy couldn't move, or breathe fear had sunk it's claws deep within her all she could do was stand there surrounded. She can't feel anything not her heartbeat, the cold damp air freezing itself to her wings, or even her impending doom. She feels nothing. The queen takes a step towards her as she does the ground shakes. It cracks as if it were hollow.

"Wait hollow?" Fluttershy comes to realize that there must be a cave underneath or something.

Fluttershy bites down hard on her tongue using the sense of pain to wake her up from her stupor. She was terrified, but if there is one thing that she has learned from being with her friends all these years is that it is never too late to fight back no matter how hard. Fluttershy charges at the queen as she does the six other spiders rush in to close the gap. Fluttershy is no fighter she knows this, but if there s one thing that she knows is animals. She knows how these spiders will act after all she has treated pack hunters before. She weaves through the queen's legs as one of the spiders lunges at her. It misses smacking itself against one of the other legs. Two more cut Fluttershy off, and try to lunge at her one at a time. She flaps her wings propelling her upwards just high enough that the first spider is right below her. The second spider then lunges at her while she is still in the air. She plants her feet into the spider that was still underneath her, and uses the momentum to get higher. The two spiders crash into the side of the queen. Now infuriated the queen takes one of her fore legs, and swats the two spiders into the trees breaking the trees in half. Fluttershy sees an opportunity to strike. She flies straight up as high as she can, and dives at the queen's head. She plants her hindlegs into the queen if she was as good a flier as Rainbow Dash there would be bug brains all over the forest floor right now, but she isn't. All she managed to do was stun it. The three remaining spiders are now clicking furiously at Fluttershy for striking their queen. All three lunge at her. Using a trick that she read about in one of Twilight's books Fluttershy takes her left wing, and gently swipes the spider that was on that side. Causing it to crash into the others. Now entangled within each other's legs the spiders are sent sprawling into the still stunned queen making her fall forward. With a loud thud the ground begins to shake, and crack. The spiders begin to sink into the ground as it crumbles away from underneath them. As they fall through the hole Fluttershy begins to fly away only to be caught by a strand of spider silk catching her hindleg.

Fluttershy screams as she is pulled into the gaping hole. As she descends into the hole a loud crash can be heard as the queen spider slams into the chasm's floor. Fluttershy is thrown across the cave hitting a slime covered stalactite. The stalactite's tip breaks off piercing one of the smaller spiders in the torso. It's dying screams echo off of the cave walls. Fluttershy hangs there suspended above the damp floor. Green slime clutches at her wings, and back. She tries to move, but the slime is like thick mud holding her in place. Fluttershy hangs her head streams of tears fall from her whimpering face. A light soon radiates in front of her. She looks up there a few feet in front of her was a long gash of maroon light. Fluttershy struggles against her bindings in a fruitless attempt. The gash gets wider, and wider until several tendrils begin to crawl out of it. They writhe in the air as more tendrils pour out of the light. As she looks in horror the Nightmare steps out of the light. The instant that she does the black mist that radiates from her hooves ripples as she walks towards Fluttershy as if they were on the ground, and not several feet above it. The Nightmare stops not even an inch away from Fluttershy's face. They look deep into each other's eyes. Fluttershy's chest begins to heave as she once again is filled with panic.

"Well that was certainly entertaining Fluttershy. For an instant there I thought that you would escape the gruesome fate of being spider food like I had originally planned. Hehe, but instead you have found a more....'fun' way to die," The Nightmare's tendrils chuckle as those last words were spoken.

"What are you talking about? Were are my friends?" demands Fluttershy.

"Oh, were are my manners! Fluttershy welcome to the Forest of Death! As for your friends lets just say that they aren't here, but don't you worry they will be joining you in the afterlife soon enough," Nightmare smiles showing off her glistening fangs.

"The Forest of Death? Never heard of it," states Fluttershy.

Nightmare frowns "That doesn't surprise me after all this forest no longer exists within Equestria. Rather it never existed in the Equestria that you know. This forest was burned to the ground in the early years of Equestria's development. Too many ponies were dying to the wild life hence the name. They removed any trace of it's existence within their history books. Afraid that ponies of questionable character might try to use the creatures that lived here for dark purposes. Personally my favorite predators of this forest are the insects. It is such a magnificent sight to watch them devour their prey alive. Just like they will you,"

"No!" screams Fluttershy.

"Hmm? Struggle all you want, but you won't escape your fate. Just look around you,"

Fluttershy looks around her. The cave was filled with large pillars of luminescent green slime filled to the brim with wiggling egg sacks. Millions possibly hundreds of millions of eggs surround Fluttershy. Her heart sinks as she now realizes her fate. With the slime covering her wings there was no way that she could fly out of the opening. Soon those eggs would hatch, and babies no matter what species of animal or insect are always hungry when they are first born.

"Lovely isn't? These little guys were once known as creeping death worms. As they slowly eat their prey they secrete a slime that magically keeps their victims alive. While they eat them from the inside out. I hear that the victims can feel them crawl inside of them. I guess we will find out soon enough though. Won't we?" the tendrils chuckle at the question.

Nightmare walks towards the center of the cave the tendrils begin to spasm as her eyes glow with magic. Maroon light fills the room making the eggs wiggle even more ferociously. She laughs as the green pillars look as if they are dancing. She then walks back towards Fluttershy.

"Don't worry dear little Fluttershy I wouldn't want the element of kindness to miss one of life's greatest miracles. Let me fix that"

Three tendrils make their way to Fluttershy's face. She closes her eyes, and tries to move her head away from the smiling tentacles. However two of them bite down on her right eyelids. One grabs the top while the other grabs the bottom. They gently pull the skin away from the eyeball forcing her to see what exactly was about to happen. The third tendril giggles as it begins to shapeshift. She tries to fight against her bindings as hard as she can as the third tentacle transforms into a single straight edged razor. With a psychotically slow pace the razor makes it's way over to Fluttershy's eye. Starting with the top eyelid it begins to cut it off with a slow saw like motion. Fluttershy screams in pain as the tendrils pull her eyelids away from her. With a final brutal tug the tendril that was holding her upper eyelid tears it off. Blood spewing as it does. Soon after it finishes with the upper eyelid it moves down to the bottom. repeating it's demented pace it saws through the delicate skin. Like the one above when there was, but a a small amount of skin left the tendril tears the eyelid off. Fluttershy screams as she is forced to now look at the Nightmare who laughs at her predicament. Her vision goes red as blood pours down her face. The tendrils then move over to her other eye, and repeat the process. Just like the other eye when there was but a small amount of skin left attached the tendril that was holding the eyelid tore it off. Fluttershy now has two bloody streaks running down her face.

"Ah, what's the matter? You know babies are very sensitive. If they see you frowning at them while they eat they might get the wrong impression. I know lets put a smile on that pretty little face,"

Fluttershy screams as the two tendrils pry her mouth open to it's fullest extent. The third turns at an angle so that the blade faced the back of her mouth. Just like it did with her eyes it slowly saws through her cheeks. The tendrils that weren't taking part were laughing as their brothers had all the fun. Blood rushes into Fluttershy's mouth as she is forced to swallow it. She gags at the taste of her blood. With one final cut the blade slices Fluttershy's cheek all the way to the back to her jaw. It turns around to the opposite side, and repeats it's motion. When finally done the two cuts make Fluttershy look as if she is smiling. Fluttershy coughs up blood as her jaw hangs there. Nightmare, and her tendrils cackle at the pitiful looking element of kindness.

"Awe, don't you look soo pretty! I could just eat you up,"the tendrils mimic their mother's words.

"Eat you up, eat you up, eat you up," they sing in perfect harmony.

Fluttershy hiccups as she starts to spasm from the pain, and lose of blood. Her yellow coat was now stained with blood running down her barrel all the way down to her flower. Where the streaks of blood then combine, and run down her leg. Nightmare stops her laughing, and looks at her victim. She snarls her lip as her victim is losing too much blood. Her eyes glow with magic as she channels it to Fluttershy. Maroon flames envelope the wounds searing them closed. The wounds blister, and burn as they are slightly closed, but not all the way. The wounds still bleed but only to a trickle. Small globules of blood run up stream, and back into the wounds. Once enough blood is returned to her body, Nightmare finishes to burn the wounds closed. The smell of her burning flesh fills Fluttershy's nose making her gag.

"There you are all better! Wouldn't want you to miss dinner! After all what kind of element of kindness would you be if you missed feeding the little babies their first meal?" Nightmare looks deep into Fluttershy's blood covered eyes.

"Before I leave to greet our former friends I would like to present you with a gift Fluttershy," her eyes glow as another magical rift opens up in front of Fluttershy. When it opens it shows a mirror reflecting Fluttershy's new bloodied form looking back at her. Fluttershy lets out loud cries of horror as she is forced to gaze at herself. She can see the muscles, and nerves connected to her exposed eyeballs. Her face now showing a crazed smile. She spasms as she hangs her head, and cries. The tendrils mimic her crying in a mocking fashion.

"So you can see the show. Farewell Fluttershy it has been a pleasure," Nightmare opens up another rift and walks into it disappearing into nothingness.

Nightmare returns to the bed chamber. She walks over to a three way mirror. On her left was Pinkamena, on the right was Pinkie Pie, and in the center was her.

"Why did you leave!? It was just getting to the good part!" demands Pinkamena.

"Oh, don't you worry it will take time for the worms to first eat the spiders before they make their way over to her. Besides look," the sphere of magic that contains Fluttershy levitates out of the mirror and forms one itself showing nothing but what is happening to Fluttershy.

" My magic is recording everything that happens to them. That way we can watch our former friends die over, and over again. For all eternity," both Nightmare, and Pinkamena smile at this.

"They...are...not former friends! I will....stop you...you monster!" screams Pinkie Pie as she tries to charge at Nightmare through the mirror.

"Well then you better hurry because it is time to visit another friend. Lets see which one it will be this time," Nightmare smiles as five remaining spheres begin to spin.