Fight or Flee? (Fluttershy's Final Dilemma)

by Clue Tzes

Rating: mature
Tags: Dark, Tragedy, Adventure
Length: 34002

Fluttershy lives through hell as she fights her friends

It started out with a simple walk in the woods followed with an attack by her close friend. But Rainbow Dash wasn't the only one trying to end her. Now it's up to Fluttershy and 2 other small bands of resistance to save Ponyville, Canterlot and all of Equestria from an ancient menace, thought to be lost in time. Follow our heroine into hell and back as she combats friends and foes alike in an effort to save them all and put a blazing end to this madness.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-03-01 18:44:39 UTC

Rainbow Dash

Fight or Flee? (Fluttershy’s Final Dilemma)

By: Clue Tzes

This fan-fiction is filled with sex, rape, gore, sadness and very disturbing parts. Be prepared for the worst. It will wrench your heart and mind as you read and follow Fluttershy through her days in hell.

Good luck…

And enjoy.

Chapter 1:

Rainbow Dash

Fluttershy was walking with her favorite woodland creatures, when she came upon Rainbow Dash sulking in the forest...

"R-r-rainbow Dash, are you ok?" she asked with her usual timid tone and stutter.

"I’m just sad..." Rainbow Dash replied

"What’s wrong?"

"I feel unloved..."

"I love you Rainbow Dash, we all do..."

"You LOVE me?"

"Of course..."

Rainbow Dash immediately turned and dove straight into Fluttershy, pinning her to the ground, "Then show me..."

"Rainbow Dash... No, I-I can't, I don’t want to...."

"I didn’t say no was an option..."

Fluttershy’s eyes widened at the realization of what was about to happen...

"H-HEEEEEEEELLLLLLPPPPPPP" she wailed

"A screamer I see… We’ll just have to silence that..." Rainbow Dash said while plunging her tongue down the scared pony's throat...

               Fluttershy struggled against the sky-blue pegasus as she continued shoving her tongue into Fluttershy’s mouth at a forcefully fast rate. She kept pulling away, but Rainbow Dash was persistent, and the look in her eyes told Fluttershy the worst was yet to come…

               “Keep pulling away from me and watch what happens to you next… it won’t be fun… at least for you…” Rainbow Dash whispered gently, yet threateningly, into Fluttershy’s ear.

The woodland creatures could only gape in horror as they watched their beloved friend be pinned and raped by who they thought was one of her dear friends. They quickly scurried to avoid seeing anymore of her torture, hearing it was bad enough, but watching as the multi-colored mane pony forcefully threw herself upon, and penetrated her lower areas with her hooves, was scarring to them.

But to Fluttershy, it was a lot more than just scarring emotionally as Rainbow Dash pinned her to a tree and forced her mouth upon her lower regions. The pleasure Fluttershy felt, forced as it was, still made her cry out in a perfect mix of pain and pleasure, making Rainbow Dash even more craving for her body.

“So quiet, yet so good Fluttershy, you’ve been holding out on your old pal Dash haven’t you? You taste very… fresh as well; I can tell I’m probably your first…” Rainbow Dash said as she momentarily pulled up from eating out her friend as she held her against the tree with her hooves.

“Rainbow, haven’t you had… enough? Please, I’m begging you, no more… I can’t take it… This isn’t right!” Fluttershy said, panting and sobbing, the tears rolling down her outstretched, upright body.

               Rainbow Dash’s abuse on her had made her bleed; she wouldn’t walk right for days, if at all. Who’s to say she’d walk though? She was leaving Ponyville for good, she couldn’t bear it. It would hurt to say goodbye to all her friends, but she had to, and she’d warn them about Rainbow Dash too, if she got away.

“Well, I don’t like breaking my… toys,” Rainbow said, winking, and slowly nuzzling Fluttershy’s nose with hers, kissing her lightly. “Maybe I should give you a break…”

“Oh really! I-I mean oh, really?” Fluttershy said attempting to sound sad.

“Well, I think I should, but Rainbow Dash always goes all or nothing, so… NO!” Rainbow shouted, knocking Fluttershy’s head against the tree behind her. Fluttershy’s vision clouded, and she nearly passed out, but the pain kept her going, even though she wished she could pass out.

“Fluttershy, I know you aren’t really a strong flyer but, I’m taking us to a higher point in the relationship,” Rainbow Dash whispered, gripping her right underneath both of her front hooves and taking them up high into a tree.

               “R-r-rainbow, NO!!!!”Fluttershy was barely able to scream as she was propped up in the tree and had her legs spread and held apart by a double-pointed sharp 3-foot metal stick Rainbow presented from a satchel she had apparently hidden up here.

“This will ensure that you won’t shut your legs while I’m down on you again,” Dash said lustfully to her, “It’d be a real shame to deface those sweet, juicy, full looking yellow legs of yours… Ohhh Celestia I just wish I could have you to myself forever, but I can’t I’ll have to let you go eventually… Or will I?” A large smile appeared on Rainbow’s face, a creepy one. Fluttershy shivered with fear as she had a warm release between her legs, she wasn’t sure if it was her bladder or because of Rainbow, she hoped for the prior though.

“Ohhh, what’s this Fluttershy? Is someone scared or turned on? Because it looks, and tastes, like both,” Rainbow moaned lightly while licking Fluttershy up and down her legs, cleaning her off, then licking her own lips and enjoying all of Fluttershy she could manage to get. “I’d let you have a turn with me, but I’m afraid you would get some… ideas with your teeth so close to me down there, but soon I may need a rest and I’ll let you have some fun too.”

               “N-no R-rainbow Dash, its ok…” Fluttershy cried softly, crying and shivering, the pole digging into her legs just a little bit, not enough to draw blood, but really near it. The amount her hind hooves were spread was even more painful, she was sure her skin would rip if it was any farther.

“Fluttershy, I’m soooo glad you found me, anypony else would’ve put up a hay of a fight, especially Applejack, but you…” Dash began, gently stroking Fluttershy’s mane with a wet hoof. “You’re so quiet, so gentle, so… soft and just so easy to get, ha-ha, in-between…” she added with a wink.

               “W-why thank you Rainbow, it’s… something to hear, coming from you…” Fluttershy whined, a tear running down her cheek. The pain was unbearable, she was going to snap soon, and then so would any chance of using her hind legs anytime soon.

               “D’awhh, you’re too modest Fluttershy, lighten up, live a little…” Rainbow said, that crazed look appearing in her eyes again. “Let’s move this out of the way, I trust you enough, but if I have to regret this, it’ll be in you and out the other side…” she said, removing the pole, and kissing Fluttershy’s cheek.

               Finally, Fluttershy thought, the pain’s gone, let’s think… What can I do?!?!?!?! She’s much too fast to fly from, too strong to overpower, but maybe I can hide, I know these forests well… Wait… this is all or nothing, here it goes…

“You know Rainbow; I think it’s your turn to let me pleasure you…” Fluttershy sexually said softly to the now blushing pony.

               “Glad to see you coming around,” she replied, kissing her.

               Kissing back Fluttershy said, “Get in the tree, it is your turn… Let’s use the pole… I found it very kinky, it helped me enjoy you down there…” she said, grabbing the pole and gently putting Rainbow in the tree. “Now… we do THIS!!!!!!!!”  Fluttershy screamed, hitting Dash in the head with the side of the pole, stunning and nearly knocking her out.

               Fluttershy immediately took off, dropping the sharp pole as she flew. Hopefully that doesn’t hit any of the little creatures, she worried in her head. She started to fly fast, not her usual 2 wing power after helping Rainbow Dash with getting water to Cloudsdale, but nearly as fast. Rainbow Dash, Fluttershy remembered the stunned pegasus pony she left behind, oh no...

               “Ohhhhhh Fluuuttttterrrshyyyyy... Where has my little toy gotten off to now? When I find you, somepony is gonna get... ha-ha... punished...” Fluttershy heard Rainbow Dash muse sexually from far away.

               Fluttershy kept half running, half flying as her legs were still aching from Dash’s torture. She kept looking for her woodland friends, but it seemed they had all scurried off as soon as her first scream reverberated through the forest. With a scream from Fluttershy like that, half the ponies from Ponyville should have heard her, but no one had come… What could’ve happened to them?

               “I smell you Fluttershy… Well, maybe that’s me I smell on you. I sure smell bucking good…” She heard Rainbow Dash half-muse to herself, half out loud for Fluttershy to hear.

               “Oh no,” Fluttershy cried almost silently. She then tripped, falling flat on her face. Holding back more tears of pain, she turned and looked at what tripped her up. It was a burrow hole a little bigger than Fluttershy too. She noticed her chance and immediately dove in, it was a tight fit, but it’d save her from her psychopathic friend.

               “Where are you Fluttershy, I’m quite hungry…” Rainbow Dash said from right above Fluttershy’s hiding place. Then Fluttershy heard a noise that made her heart leap high in her chest; Rainbow Dash flying away.

               Rainbow Dash kept flying, she had noticed the small yellow pony cramped in that small hole. The thought made her crotch tingle, she had to do something about that. She lowered herself to the ground, hovering a few inches above it, and crept back just so she could see Fluttershy, scared, sweaty, and in pain. She hid, just out of Fluttershy’s line of sight. She then stared at the pony, slowly reaching her right hoof down, rubbing herself between her hind legs. She got quicker and harder with the rubbing as she imagined herself going down on Fluttershy, only this time, Fluttershy was more willing.

               Ten minutes later, Rainbow Dash came. It flowed down her body, over her hoof, and onto the forest floor. She took her hoof then sucked on it, getting all of her own juices off, enjoying the taste just as she had Fluttershy. Dash then proceeded to do it again, emitting a light moan as she started to rub the sensitive area again, using her own release down there as a makeshift lube, hurrying the process. She then slowly wedged her hoof into it, biting her lower lip at the pain and sexual excitement she was bringing to herself.

               “Fluttershy… I will take you again, and this time I won’t be so stupid or swayed so easily…” she said to herself quietly, still pleasuring herself, her breaths growing heavier as she kept rubbing.

               She came again, even more this time; she watched as it sprayed out of her, wishing Fluttershy could’ve been there to catch it in her little mouth. So innocent, just how I want them, she thought to herself.

               “Hide in your little hole Fluttershy… Pretty soon I’ll be hiding my tongue in yours…” Dash said, finishing a third time. It had been about 40 minutes. She had to hurry before Fluttershy got out of her hole and saw Dash pleasuring herself. Dash hovered away silently, then up to a cloud so she could watch Fluttershy from above for when she made a move towards home.

               “Wait until it is Luna’s part of today, then I shall strike,” she said aloud to herself, the threat of striking Fluttershy again at night still playing in her mind. She then began to pleasure herself again as she laid back on the eternally soft cloud… She’d make it rain all over Fluttershy by the time it was done.

Two hours after she hid, after the noises and what sounded like water dripping ended, Fluttershy decided it was ok to go; she quickly dug herself out of the hole and started making her way home. She walked quickly, yet silently, just in case her assailant was still in the air, searching. She came upon the place where the attack happened, she saw the disturbed, juiced soaked grass and dirt; she knew she was almost home, she sprinted.

She barged through her door head first, slamming it, locking it, and barricading it behind her. She quickly went into her room after checking every window and door making sure they were shut and blocked. She locked the door behind her and crawled into her bedroom shower to wash off how dirty she felt. The water was warm and welcoming; she stepped into the shower, letting the warm water flow down her body. A shower had never felt better before… She washed her hair then was really gentle on her body, especially with where Rainbow Dash had left her… mark…

               “I-I-I just don’t know why she did that, she was my… friend…”Fluttershy said aloud to herself, choking on the last word.

She thought about all of her friends, Twilight Sparkle, Rarity, Pinkie Pie, and Applejack. Then Rainbow Dash… What if Dash had gotten to the others just as easily as she had to Fluttershy? She had to try to warn them.

After all the memories, happiness, triumphs, parties, laughter and kindness they had shared with each other, she couldn’t bear to let anything happen to them too.

She recollected all their memories; the story of how Dash’s first Sonic Rainboom had linked them all from the start, then of defeating Nightmare Moon and Discord with the elements of Harmony, and lastly of the Galloping Gala where they had all had the time of their lives together…

At the recollection of all these memories, Fluttershy became overwhelmed with sadness. She fell to her knees and started bawling. The tears wouldn’t stop flowing, and didn’t until well after the water had turned ice cold. She turned off the water, got out of the shower, and dried herself off; flailing her wings dry in the process. She then slowly made her way into her bed, checking the bedroom door and window one last time. She pulled the covers well over her head, tucking her knees to her chest, and cried for hours until she fell asleep…

Rainbow Dash approached the house an hour after Fluttershy locked and barricaded. She peeked in through all the windows until she found the one that looked into the bathroom. She watched the little pony wash herself off, slowly pleasuring herself as Fluttershy began her breakdown in the shower.

“The pain I caused you… dear Luna… it’s amazing…” Dash said to herself. Then Fluttershy got into bed and cried herself to sleep. “Now I steal in and steal you again,” she whispered.

As soon as she cracked open a window a hoof clamped on her shoulder and one over her mouth. Dash turned and came face to face with Applejack.

“You scared the hay outta me AJ… watch sneaking up on people…” she teased playfully.

“Oh you, you know you love my surprises and didn’t I tell you; you get one with Fluttershy then it’s another pony’s turn?” she said, looking at Dash.

“She’s just so good I can’t help it… but you… I bet you’re even better… can I find out?” Rainbow said, kissing Applejack lightly.

“Maybe… but not right here, what if she hears us?” Applejack asked, slowly kissing back, adding tongue this time.

“I hope she does, and then we can both take her…” Dash replied; slowly sticking a hoof on AJ’s lower area, beginning to rub.

“Ohhh Celestia… how could Fluttershy not want this… but wait one second sugar cube…” Applejack moaned, slowly shutting Fluttershy’s window. She then turned back to Rainbow Dash, “Can’t let her hear us… can we?”

“Maybe… maybe not,” Rainbow said, slowly biting down on Applejack’s ear as she whispered into it.

“So are you gonna lick me like a caramel apple, or am I gonna have to make ya?” Applejack said, with her usual southern drawl, to the now wide-eyed Rainbow Dash.

“Kinda want you to make me…” Dash whispered, nuzzling her mouth right below AJ’s ear, taking one of her hooves in her hoof, “I don’t give a flying feather what you do, just do it.”

“Buck yeah sugar cube…” Applejack whispered lustfully, shoving Dash onto the ground outside of Fluttershy’s house.

Applejack slowly spread Rainbow’s hind legs apart and went down on her, using her tongue’s tip to slowly rub and moisten her right where she wanted. The skin was real sensitive from earlier still, Rainbow started to let out a light moan. Applejack continued to tongue Rainbow, sticking her tongue in a few times as well, getting her prepared and wet for what was to come next.

Slowly moving up Rainbow’s body, Applejack kept kissing and licking slowly, turning her on even more. She then persisted to kiss and make-out with Dash, both of them rubbing each other’s sensitive areas with their hooves.

“Oh Dash, you’re too easy on me… You gotta do something like this…” Applejack said playfully to Rainbow.

“But this feels good as it is, why bother changing- OHHHHHHH, APPLEJACK, YESSS!!!!” Rainbow yelled; Applejack had now stuck her entire hoof into the moist and slippery area, what she had been preparing for the whole time.

“You like that don’t ya?” Applejack mused, pulling her hoof slowly out of Rainbow Dash.

“Oh Luna… Applejack… that felt great, Fluttershy probably couldn’t do anything like that, forced or not,” Rainbow panted, starting to sweat from the pain.

“Someone’s a little messy, let me clean you up,” Applejack said, going down, licking all of Dash’s juices from her legs and nether region, taking her time. She began pleasuring Dash with her tongue yet again, making more of a mess.

“Applejack, you’re too good at this…” Rainbow moaned.

“Well, I do like to lick my… sugar cubes a lot…” Applejack said, pulling her mouth off of Dash for just a minute, before going back down on her.

"Oh Apple… OHHHH,” Dash said, finishing for a last time. “That was great, now it’s time for me to do you…”

“Don’t hold back sugar… don’t hold anything back at all…” AJ said, spreading her legs, motioning for Dash to begin.

“Don’t worry, I won’t, like I said earlier; I give everything my all… even you,” she said, with a wink, proceeding to go back down.

The pleasure Applejack felt was nothing compared to how she made Rainbow feel. Applejack bit down on her hoof to stifle her screams, drawing blood from biting so hard. Finally, she couldn’t take it anymore; she let out a load scream.

“Oh… Dashhhhhhhhhhh, don’t stop… please, don’t stop…” Apple wailed.

She finished right in Rainbow’s face, causing her to almost choke a little. A few moments after she regained her composure, Rainbow pulled up and lay right next to the gasping blonde-mane pony.

“Oh Rainbow, where in Equestria did you learn to do that?” Apple panted.

“That’s a secret, but maybe I’ll teach you some things I haven’t even tried on you next time we’re together,” Rainbow whispered.

“Can’t wait sug’,” Applejack said, getting to her hooves.

Morning was approaching and they had a lot of planning to do tomorrow, so they kissed and said their goodbyes. Then they went to their houses to rest while they still could before more sexual temptation kept them there longer. Fluttershy lay wide-awake in bed ever since AJ’s first scream, she couldn’t tell who the pony with Rainbow Dash was, but she knew one thing; Rainbow wasn’t alone, she had to be careful. She didn’t sleep anymore that night.

End Chapter 1

Applejack

**Fight or Flee? (Fluttershy’s Final Dilemma)

By: Clue Tzes

This fan-fiction is filled with sex, rape, gore, sadness and very disturbing parts. Be prepared for the worst. It will wrench your heart and mind as you read and follow Fluttershy through her days in hell.

Good luck…

And enjoy.

Chapter 2:

Applejack**

               “Come on Fluttershy, almost there… hurry my tasty mare,” Applejack said, pushing Fluttershy deeper into her crotch.

Fluttershy pulled up, “Your turn AJ.” She spread her legs, slowly pushing Applejack’s head down there.

Fluttershy tasted sweet; Applejack began to lick, her own crotch getting tingly yet again. Fluttershy finished right in Apple’s face; she began sputtering much like Dash had with her. She felt like she could do this forever…

Applejack awoke, lying in her bed, the taste of Rainbow still fresh on her tongue. She glanced down at her wet bed sheets, the wet reminiscent dream of last night still fresh in her mind as well. She had to remember to try some more stuff with Dash soon; maybe she’d show her how to really ride a pony. She started rubbing furiously, remembering all she could of the dream, and the late night/early morning sexcapade with Rainbow. She heard a light knock out her window at the front door. Who could it be this early in the morning? She checked her bedside clock and saw it read 3p.m., how late had she been out?

“A-applejack… it’s me, Fluttershy; I need your help… It’s Rainbow, something’s wrong with her… I came to you because you’re the Element of Honesty, so I figured you’d at least be up front with me about anything you’ve seen,” Fluttershy said from the other side of the door.

Applejack arose, quickly rubbing herself dry and stowing the cum-soaked bed sheets beneath her bed. She then made her way downstairs and opened the door to find a distraught, unnerved, yet still lightly smiling Fluttershy standing there.

“Well, if it’s a problem with one of our friends, I’d love to help,” Applejack said, imitating a hoof to forehead salute.

“Well… it’s… I-I-I… AHHHHH” Fluttershy ran off crying her eyes out.

“Fluttershy, WAIT!” Applejack yelled after her as Fluttershy ran in the direction of her house. “Foolish filly…”

Applejack went back into her room and took the soaked sheets from under her bed. Gosh darn it Big Mac, she thought to herself, I told you to wake me up by noon… Speaking of time, what time had she got home? Had to have been eight a.m. at least… after her little fun with Rainbow Dash… She snapped back to reality and caught herself starting to pleasure herself again.

“No, not now, maybe later though, I better go check on Fluttershy and make sure she’s ok for me to have at least some tearless fun with her…” Applejack mentioned aloud to herself. “Now to wash these sheets.”

She walked outside and over to the nearby wash basket; she set the sheets down on the stool and walked over to the water pump, with basket in mouth. She began to fill it up when she heard hoofsteps behind her. She immediately grabbed a nearby shovel in her teeth and turned to find herself face to face with Big Mac.

Big Mac was stunned by the sight of his sister ready to hit him with the shovel, “N-n-nope!” he managed to say before she could do anything.

“Oh apples Big Mac, you scared the buck out of me, don’t do that!!” she scolded him, turning back around to fill up the tub, hitting him in the face with her tail.

“Sorry sis, I didn’t mean to scare ya…” the big red stallion said.

“It’s ok… I’m just stressed out and all… it’s awful… and why did you NOT wake me up at noon?!?!” she asked, angry again.

“I was workin’ on the setup sis, eeyup! But I’m really sorry Apple…” Mac said, bowing his head in sadness.

Applejack sighed, “It’s ok ya silly stallion… just be glad I love you enough that I forgive you,” she said, eyeing him slightly sexually while starting to drag the basket over to the sheets.

“Do ya need some help with those?” Big Mac asked, looking at the tangle of soaked sheets in front of Applejack.

“If ya don’t care too sug’” Apple said, handing him one of the sheets.

“What happened to these?” he asked, smelling the stain.

“Well, I went out to check on Fluttershy last night and found Rainbow Dash and…” she explained what happened the previous night and of the dream.

As Apple explained, Big Mac pictured all of it; Rainbow on AJ, AJ finishing Rainbow off a few times, then Fluttershy’s willingness in the dream. By the time she was done, Mac’s member was dripping with warm cum as he stood there listening. He quickly crossed his legs, hoping AJ wouldn’t notice. They finished cleaning the sheets as Applejack finished the story still unaware of Big Mac’s leavings.

“Here, hand me that sheet Mac,” she said, motioning for the sheet he had been cleaning. He handed it to her with his teeth, still covering his dripping cum.

“Here ya go sis, all clean,” he said, “so what are the plans for today?”

“First, we’re gonna clean up your little mess; don’t think I didn’t notice,” Apple said, with a wink. “Second, I’m gonna go visit Fluttershy and check on her. Lastly, I’m bringin’ her back here and having my way with her…”

“Can I have a turn with her sis?” Big Mac asked, eyes widening.

“After we’ve had her, she’s open to anypony at all, even you,” she said, laughing.

“Ok AJ, if you say so,” he said, cracking a slight smile.

“Alright then, now take these sheets and put them in my room. I’ll start doing todays things,” she then sent him away to her room.

Dipping one hoof in the left over cum, she giggled, it’s warm, wet and sticky feeling tickled her slightly. She then slowly licked it off her hoof, tasting it, and swallowing it. It tasted great, she thought, for such a common stallion, he’s got some great cum. She then continued dipping, licking, swallowing until it was all gone. Big Mac would be surprised to see the cum was already taken care of, hopefully he had stopped dripping prior to taking the sheets to her room. She didn’t want to have to clean the sheets again… Oh well, if she did, she would.

Fluttershy started running away from Applejack, tears streaming down her face.

“Fluttershy, WAIT!!!” she heard Applejack yell after her.

She couldn’t, after thinking about yesterday, she lost it, and maybe once she recovered she would try again. But as of right now, there was no way in all of Equestria she could bear even remotely remembering any little aspect of it. She had to take her mind off it somehow, maybe she’d go find some of her woodland creature friends and tend to them…

“Oh Celestia,” she thought aloud, “my woodland friends…” She remembered the horror stricken looks on their faces when it all began; those poor, poor animals. She needed to find them and assure them she was ok or else they’d start to worry, and she couldn’t bear the thought of her friends being upset. Where was she though, she’d been walking for about an hour or so; what was this part of the forest? Surely she hadn’t crossed into the Everfree Forest… Suddenly, she heard a twig snap behind her and immediately flew into the nearest tree.

“Fluttershy, you in here pal?” she heard Applejack ask out loud to the forest, “I ain’t here ta hurt ya or nothing.”

Fluttershy gently flew out of the tree’s leafy embrace down to the orange earth pony.

“O-oh, hi Applejack. What a, um, coincidence seeing you here.  What brings you all the way out… here?” Fluttershy said, trying to act as nonchalant as possible about her own being lost.

“I was lookin’ for you, and I should ask you the same question; this ain’t nowhere near your home. Are you sure that you’re not lost or anything?” Applejack said, blatantly seeing through the smiling pony’s act.

“Y-yes… I’m lost. A-after I left your farm; I j-just couldn’t bring myself to stop running. Next t-thing I knew, I was here; well, wherever here is,” Fluttershy said while on the verge of tears and collapsing to her knees, now starting to shiver.

Applejack slowly approached the hurt pony and put a hoof around her, giving her a slight squeeze to reassure her she was there for her. As the hug was given, Fluttershy burst into tears, crying on Applejack’s shoulder immensely. Apple stroked down the pink mane, her plan going perfectly; she was ready for the next step.

“Hey Fluttershy pal, how about ya come back to my place and we talk the whole thing over?” Apple said, laying her head on the sobbing pony’s shoulder.

“Th-that sounds nice…” she replied, drying her eyes in Apple’s coat. “I’d love to… thank y-you Apple.”

Apple released Fluttershy from the hug and walked next to her as they returned back to her farmhouse. Apple could only smile, thinking about how much fun she’d force Fluttershy to have. She would have her in her room all to herself, and not a single soul would bother them; no matter how many screams were heard.

As Big Mac walked into the house, he began thinking about Fluttershy; her soft coat, those beautiful eyes, that ear-pleasing voice. He began getting hard again just thinking about it, but he had to stop. He walked into Apple’s room and saw the bare bed; he decided to go ahead and make the bed.

As the sheets were put on and fixed, he couldn’t get Fluttershy out of his mind. He knew Apple would get her back quick, and if he couldn’t join, he might as well watch. After fixing the covers, he looked around for a place to hide; the closet stuck out to him like a sore hoof. He walked over and opened the door; it’d be a tight fit, but if he stood on his hind hooves, he’d manage. He squeezed in and barely got the door cracked enough to where it wasn’t too noticeable but he could see out it.

Fluttershy and Applejack walked back to Applejack’s house, arriving shortly after Big Mac hid in the closet. Apple offered Fluttershy some cider and sat in the living room with her. As they drank and talked, Fluttershy began to be more at ease with Applejack; now forgetting mostly about Rainbow Dash’s attack on her. As they laughed and cried, Applejack kept getting closer and closer to Fluttershy as another hour went by.

“Hey Shy,” Apple said softly, “Why don’t we have ourselves a good ole fashioned sleepover?”

“O-of course Apple! That sounds delightful, and with Big Mac here we should be safe in case she finds me…” Fluttershy explained, smiling.

“Well, why don’t you come on up to mah room,” Apple asked the yellow pegasus.

Fluttershy followed Applejack up the stairs and into her room. She took quick notice of the crisp sheets laid out on AJ’s bed; must have been laundry day. The closet was cracked open slightly, but Fluttershy didn’t think twice of it. She laid on the bed giggling softly as her defense was weakened; for she felt safe in AJ’s home. Apple shut the door behind her and locked it as Fluttershy pounced upon the clean sheets. Applejack turned to the yellow pony and spoke.

“So Flutters, shall we have ourselves some fun?” Apple asked, picking up a pillow.

“O-oh, a pillow fight; of course we can AJ!!” Fluttershy giggled happily, true ignorance and happiness irradiating from her.

Fluttershy playfully stood and hit AJ with the pillow, both standing in front of the bed on their hind-hooves. Apple hit back a few times softly, waiting for her chance to have some fun… her way. They kept giggling and hitting, having fun like mares at a sleepover; which in Fluttershy’s eyes they were. To Applejack, it was predator and prey. Suddenly, Fluttershy lunged at Applejack, frightening the earth pony into thinking Fluttershy knew all along, but it turned out to just be a surprise hug; Fluttershy cooed softly as she held AJ in the warm embrace.

“Th-thank you Apple,” Fluttershy whispered while nuzzling Applejack’s neck.

“It’s my pleasure sug’” Apple replied, smiling deviously.

Fluttershy went to release Applejack from the warm embrace and tried to pull away, but Apple still held her tightly. Fluttershy tried to pull away a little harder this time, and Applejack’s grip increased, beginning to hurt the frail pony.

“A-apple, you’re crushing me… Let up some silly,” Fluttershy pleaded playfully.

A devious smile arose on Applejack’s face as a carnal desire began to flow through her orange body; Fluttershy now in her room, trapped. Apple released Fluttershy only for a moment to throw her onto the bed and leap atop her.  Applejack looked down at Fluttershy’s speechless face and leaned down to plant a kiss on her lips. Fluttershy turned her head and Apple grew impatient, giving the pegasus a backhoof and holding her head right, now forcing the kiss upon her struggling lips.

Flutters saw no way out of this battle, Apple was a labor based pony and would be strong and she had no way to distract her… Trickery wouldn’t work this time either… She had to give up and just give in; so she laid back and took what was going to happen.

Big Mac peeked out through the small slit in the closet door to see AJ on Shy and felt himself stirring inside. He looked down, his member growing rapidly as he heard Apple’s sounds. He reached down gripping it and began to rub his shaft, not wasting anytime to keep up a quick pace as he grew more in his hoof. That was when his hoof hit the closet door with a loud bang.

As Fluttershy relentlessly gave in, she looked up into Apple’s eyes with a final pleading look. As she gazed into her pupils she saw a swirling darkness throughout the iris and realized Rainbow had had the same thing, she’d just not realized it until now; the constant repression of the prior rape forcing her to be unable to. Then they heard the bang.

Apple rose up quick, “What the buck?!” she yelled, looking over.

The closet door slowly opened to reveal an erect and shameful looking Big Mac. As Applejack looked, Fluttershy saw her chance and got ready. She pulled her hind legs up slowly and kicked Applejack off of her towards the closet. Applejack, surprised as could be, couldn’t resist against Fluttershy’s kick; she smashed hard into Big Mac and the closet, one of her legs breaking as she fell. Fluttershy jumped up, off the bed and quickly unlocked and ran out of AJ’s room.

AJ lay in pain on top of Big Mac who was now unconscious, she groaned and began trying to stand, her broken hoof now fully healed. She stood; two minutes after Fluttershy left, and began making her way downstairs.

Fluttershy leapt down the stairs, turning the corner, running into Applebloom. Fluttershy wasted no time hesitating and knocked Applebloom aside with her right hoof. She kept running towards the door when something caught her eye. A brown saddle-satchel rest on Applejack’s couch; it had Fluttershy’s cutie mark on it. She quickly grabbed it and threw it on, worried as to how it had gotten here. She ran as quick as she could to the front door and threw it open. On the other side was Rainbow Dash, ready, a pipe in her hooves. She struck Fluttershy in the head with the pipe hard, knocking her out cold.

Applejack hurried down and found Rainbow standing over the pegasus, “Thank Celestia you made it in time…” she said, panting.

“What the hay went wrong?” Rainbow asked

Applejack pointed upstairs, “Big Mac decided to hide in my closet… and she got the best of me… She broke my bucking leg… but now it’s good as new,” Apple smiled deviously.

“So,” Rainbow Dash asked, “What do we do with her?”

“Ol’ Mac, even though I’m quite furious with him, managed to get something special set up… just in case she escaped…” Apple giggled, walking to Fluttershy.

“Oh? I’m quite curious AJ,” Rainbow said walking up to Flutters as well.

“Well, don’t be; ain’t nothing sexual. That want ended the second she broke my hoof. Now we’re out for blood sug’” Apple said with a blood-lust on her dark infested eyes.

Rainbow’s eyes lit up, her rose and shadow-mixed eyes looking into AJ’s, “Finally… I must say though… she was fun while she lasted.”

“Help me get her to the barn?”

“Course’ AJ, of course,” Rainbow Dash lifted the front of Fluttershy as Apple took the back; together they carried her into the barn.

“Now, we wait til she wakes up,” AJ said, strapping Flutters into the set-up that rested within the barn.

Fluttershy awoke some time later, her head now with a soft ache as she groggily raised her head. Her eyes were clouded with darkness from the forced sleep that left her energy still diminished. As she began to blink it away, gravity and realization kicked in in her mind as she noticed she was suspended in mid-air, her hooves tied with ropes stretching her in four different diagonal directions. She looked around frantically at her bindings made of rope, attaching her to a metal frame inside what she thought was Applejack’s barn; she couldn’t be too sure though as it was quite dark. A creak sounded from across the room and a sliver of light slightly illuminated a bit of the room; enough for Flutters to see the saddle-satchel tossed on the ground nearby. She heard hoofsteps approaching and quickly acted unconscious.

“When will we start?” Rainbow Dash asked.

“Soon, whenever she wakes up. We’ll check back here in about half an hour, k sug’?” Applejack responded.

“Of course, shall we go check in on the others?”

“We shall.”

More hoofsteps, this time away from her, echoed through the barn, followed by the barn door closing again. Flutters rose her head back up and looked around quickly for a way to escape.

“Psst!” a whisper came from behind her

She held still, shivering slightly as fear and terror pierced through her body. She wouldn’t dare acknowledge the unknown pony behind her without knowing it was safe. Suddenly she felt the caress of a hoof running down her left leg and begin thrashing at the person touching her. She felt a snout as she reared her hoof back and connected.

“Ah!” the voice was now nasally and distorted, “I’m trying to help you, you fool! Now stop squirmin’!”

Suddenly the rope holding Fluttershy’s back left hoof let go of her, followed by the back right. As she hung from her front hooves she heard another grunt that wasn’t that of the original voice and grew fearful again as the hoof now traced up her left hoof. The tension tightened in her body as she broke out in a cold-sweat, fearful of this pony, unsure whether they were friend or foe.

“Loosen up Flutters, it’s ok… they’re with me. I couldn’t very well come alone. You need to go find Zecora quickly.” The left hoof came free, “She can help you end this… I can’t promise any of the taken ones will live… but she can help you escape or free them… hurry though and be cautious… the forest is now her domain.” The right hoof was free and Fluttershy crashed to the ground.

“Wait! Who’s h-her?” The scurry of hoofsteps running away answered silently. “W-well… thank you… your kindness shall b-be r-remembered…”

The barn door opened fully, the light quickly flooding the room. Fluttershy grabbed her saddle-satchel in her teeth and dove into some nearby hay. She looked at her prior holdings and saw it was a medieval-like stretching machine. She was going to be killed by these ponies if she didn’t get to Zecora. She heard ponies arguing from the other side of the hay.

“WHERE THE BUCK IS SHE!” Applejack screamed.

“A-ah don’t know sis! N-nopony was watchin’ her!” Big Mac replied shamefully.

“Then get out there and find her. We can’t have her loose. She’s not like the rest of us you idiot!” The sound of a hoof hitting someone hit Fluttershy’s ears and made her recoil softly.

“O-ok Apple… I-I’m so sorry! Eeyup. Won’t h-happen again, I swear!” Big Mac shivered as he spoke, Fluttershy heard it in his sad tone.

She sighed in relief as they left and began to look for a way out. Where had those other ponies come in at? If she found that, she could escape easily and have a straight shot for home- wait, no. They’d be looking for her there… she’d have to go to the forest from another way… She traced along the back wall of the barn until she found a loose board where the night air was seeping in. She moved it away and stepped into the night, ready to escape the Apple’s property and get this all over with… She began to walk around the barn towards the road back towards her house…

End Chapter 2

Pinkie Pie

**Fight or Flee? (Fluttershy’s Final Dilemma)

By: Clue Tzes

This fan-fiction is filled with sex, rape, gore, sadness and very disturbing parts. Be prepared for the worst. It will wrench your heart and mind as you read and follow Fluttershy through her days in hell. UPDATE: No more rape/sex! :D I believe…

Good luck…

And enjoy.

Chapter 3:**

Pinkie Pie

Fluttershy dashed through the cold night air, fleeing from the farmland, the barn, and the farmhouse that had once been areas of her entrapment only hours prior. The mysterious aides to her escape were nowhere in sight, possibly taking a secret path they knew was all Fluttershy could assume. As she began running down the path, she made her way in the direction of her house. That would get her in more familiar territory. From this path, she could find her normal entrance into the Everfree Forest that housed her zebra friend. The ponies helping her advised her to get to Zecora, but they’d also warned her that somepony had taken the forest; but who? She could only wonder to herself as she trotted quickly in the night, the saddle-satchel still around her comfortably.

So many thoughts ran through her head, all centering on a common theme; who all was in on this? She checked behind her, the lights of the farm now out of her sight. Fluttershy finally felt safe enough to slow to a walk as she traversed the path towards the Everfree Forest.

She welcomed the night air, relaxing with a general sigh as she walked. The past two days had been hellish to her but now she could relax, even if only momentarily. She panicked a few times when stray clouds overhead blotted out the moonlight, causing her to believe Rainbow Dash or another pegasus was following her overhead. Finally she calmed down as she was closing in on the forest’s edge, the dark and ominous tree-line glaring her down, daring her to chicken out and turn the other way. She lowered her head, avoiding its green eyes and brown complexion as she walked forward, crossing into the pitch black atmosphere of the Everfree Forest.

The branches rustled in the wind, causing Fluttershy to freeze in her tracks, biting her lip and shivering as a tear of pure terror slid down her cheek. She hated this more than the rape; at least she knew what was happening there, unlike the unforgiving darkness now threatening and surrounding her. She fell to the forest floor, snapping twigs and crushing leaves beneath her as she pulled into a fetal position. Something in the saddle-satchel jabbed into her side, making her scream out in terror; as a flock of birds, frightened by the scream, flew from the trees, she reached into the bag and, while trembling furiously, pulled out a small cylinder tube. She felt around it, finding a rubbery piece that gave way inward on the side of it. She pushed it in as far as it would go and was rewarded with a resounding click as it turned on, revealing to her that it was a flashlight.

“O-oh…” she whispered quietly, suddenly realizing why the satchel had been at Applejack’s.

They’d been planning a camping trip a few days ago, her and her 5 friends, to celebrate the 3 years that they’d known each other. It was planned for later that week, agreed upon by them all, in the middle of a field not too far from Fluttershy’s house and not too far from the forest’s edge. In preparation, Fluttershy had visited Applejack to talk over the plans and get together the equipment needed for the night away from their homes.

“So this should be good?” Fluttershy had said to Applejack as she stood in her living room a few days before it all began.

“Hmm… lemme see what ya got here,” Applejack replied, setting the saddle satchel on the ground and rifling through it. “Ya got a flashlight, a lil’ yellow canteen with your cutie mark? You’re too predictable Shy,” Applejack giggled as Flutters blushed. “Ya need these too,” she held up 2 small first aid kits, “Just in case. Also take a needle and thread, in case ya get bored. After seeing the work you did on Rarity’s dress, I think that should occupy you for a while.”

“O-ok Applejack, if you believe so,” Fluttershy replied, smiling gently at her friend.

“Well, hmm… if we’re really roughin’ it, we shouldn’t need or bring these; but just in case all else fails…” Applejack trailed off and produced a pack of matches for Fluttershy’s bag.

“I’m really glad everypony could find free time to do this AJ… thank you again,” Fluttershy said.

“Aww shucks sug’, its mah pleasure so don’t think nothin’ twice of it,” Applejack replied with a nod and a slight tip of her hat.

“Three years… it feels just like it was just yesterday that we met…”

“Well three years ain’t mighty long to some ponies; take Granny Smith for instance. She’s nearin’ a century herself… imagine a friendship lastin’ that long…” Applejack said, slightly chuckling.

Fluttershy blushed and whispered, “I hope ours lasts that long…”

Applejack hugged the yellow pegasus pony, “Well of course it will… ain’t nothing gonna break us apart!”

She had trotted out of Applejack’s house, as happy as the sun was shining that bright day, the saddle satchel forgotten in Applejack’s front room until the night before. Shaking a few tears loose from the corners of her eyes, she regained herself and got back to her hooves. Holding the flashlight in her mouth, she rummaged through her bag and pulled out the needle and thread. She tightly wrapped the thread around a slightly extended wing, intertwining the flashlight into it so it would stay in place. She set the sewing supplies back in their places and began walking, keeping the flashlight-wielding wing extended to light her way.

Fluttershy gazed up at the starry sky and kept walking in the direction of Zecora’s hut. She knew this forest well and was sure the North Star would lead her exactly where she needed to go. A strong updraft suddenly coursed through the forest, almost knocking her off her hooves; she put her head down and kept walking, the wind now angling so it was blowing against her. She peeked up quickly to make sure she was still on the right path, and that was when it happened.

The wind stopped as quickly as it came and the forest began to rumble. The trees began to quiver and shake violently, causing Fluttershy to freeze in fear as she watched their tops expand, blocking out the view of the night sky and causing all light but hers to dim instantly to pitch blackness. Fluttershy quickly glanced left and right, terrified by the sudden dissolving of the light that was her only comfort in this forest of terror. She swallowed and closed her eyes, hoping the moonlight to return to aid her, finally realizing it wouldn’t, she began to move forward inch by inch. Every step brought the crumbling of leaves and the snapping of twigs beneath her hooves, each freaking her out more than the next. Eventually Fluttershy brought herself able to begin a normal pace, still cautious, but at least faster than the slow walking that only gave her a few feet every five minutes.

She saw a faint glow, far off in the distance, and realized it was the hut she was looking for. The ominous flickering light told her it was the same candles she always saw and thought of as a safe haven in the forest that remained dark whether it was night or day. She began sprinting, closing in on them quickly but stopped dead in her tracks when the worst thing she could’ve thought of at that moment happened. The lights had suddenly gone out, but something from beyond her imagination was coming to catch her well off her guard.

A loud crack sounded from behind Fluttershy, causing her to leap into the air and grab onto the nearest tree branch for dear life. She watched as a shadow moved below her, stalking through the forest quietly and calmly; it resembled a pony, but she had no way of knowing for sure. The branch began to sink lower under Fluttershy’s weight combined with its rotting timber, forcing her to hope she’d stay up long enough for the shadow to pass. It sunk lower, a loud cracking sound emanating from it as she broke out in perspiration from the fright.

“No no no no no!” She whispered frantically as the branch snapped, sending her flying to the ground below.

Next thing she knew, she was on the ground, right where the shadow had been. As she got to her hooves, she glanced around with the flashlight and saw no sign of it anywhere. She silently thanked Luna for the shadow not looking up; for it surely would’ve spotted the light had it have done so.

“Hehe,” she suddenly heard from behind her.

The giggle was kind in its essence of feeling, but it held an ominous tone behind it. She turned around quickly, but nopony had been there, only the trees as always. Then it came again, this time closer, but still behind her, forcing her to spin once more and see nothing. Fluttershy kept looking around her, the giggling coming from everywhere now and closer with each next sound. Unable to take it anymore, she spun around and ran, ramming right into somepony. She gazed up, too frightened to speak, and shined the light in the pony’s face.

“Z-Zecora!”  Fluttershy whispered loudly, hugging onto the Zebra tightly. “Th-thank goodness it’s you… Y-you’ve gotta help me!”

Zecora merely stared back, gazing deep into Fluttershy’s eyes before her own rolled back into her head. Fluttershy watched the whites of the eyes stare deep into her own as a loud, shrill scream pierced her ears, despite Zecora’s mouth still being shut. She took a step back, keeping her eyes locked with Zecora’s hollow gaze, unable to look away. Zecora’s mouth begin inching open, the scream increasing more and more until her mouth was all the way open, forcing Fluttershy to shield her ears with her wings. Zecora’s jaw kept going until the skin began stretching, beginning to rip, until it caused the jaw to fall completely off.

Fluttershy staggered back, freaked out by the grotesque happening in front of her. The now bottom-jawless Zecora stood still, no blood dripping from the fresh wound. The muscles in Zecora’s jaw strung out, beginning to sway as she lifted her left hooves, beginning a slow walk to Fluttershy. The yellow pony staggered back, falling to her plot as Zecora came closer, backing her into a tree. As she took her next step, her legs lifted, but the hooves held to the ground and tore from her as well. Now walking on deteriorating legs, her skin began peeling away, her mane falling out strand by strand as she fell to her face right in front of Fluttershy, now nothing more than a heap of bones and hair.

Fluttershy shut her eyes tightly, frozen in place as she shivered immensely, voiding her bowels. The giggle came again from the other side of the tree and she wasted no time in running the opposite direction, the bones and hair gone from the ground they had once laid on. Dashing and dodging past each tree as she continued in the direction of the hut, she kept hearing the giggling closing in on her. She peeked back to look behind her and ran head first into a tree, knocking her onto her back and dazing her. She quickly got to her hooves and turned around to face the tree she’d rammed, it was gone. She spun around once more and saw the shadow approaching her, causing her to turn back around, only to face the tree yet again.

“B-but this wasn’t here!” she yelled, kicking the tree.

She looked back and saw the shadow closing in still, so she turned to her right and ran. The shadow was still in front of her. She turned left; the shadow was closer, then right, and then left. Everywhere she turned it was getting closer. Her next turn made the shadow come close enough for her to make out a frilly, pink mane.

“P-Pinkie!?!?!” she whispered loudly and ran to her friend.

As she closed in on her savior, she saw the blue eyes gazing happily at her, “Shy!” she heard yell to her.

Fluttershy ran up to Pinkie Pie and began panting, “I-I was so frightened… Zecora d-d-died! Then this shadow and then you… I’m so glad to see your face…” she trailed off, getting another good look at Pinkie’s eyes; they had the same infestation that Applejack and Rainbow Dash’s had held. “N-not you too…”

She spun around to run and saw Pinkie approaching her, that’s when it hit her: Pinkie was the shadow… she was the owner of this forest domain her mysterious saviors had warned her of. She stopped and looked around her entire self; Pinkie was everywhere all at once. She knelt down, cowering as she covered her head with her hooves. Waiting for her inevitable doom, she peeked up and saw just one Pinkie, gazing down at her.

“Why… why are y-you doing this to me?” she asked her tormentor.

“Why what? More like why are you on the ceiling you silly filly!” Pinkie giggled at Fluttershy’s confused look.

Fluttershy’s perspective spun around, revealing to her the forest was upside-down; then she began falling. Suddenly she landed once more on the forest floor, right in front of Zecora’s hut. She looked around and ran quickly, barreling through the door and right into the center of Ponyville. She screamed out in insanity, her mind racing and aching immensely at the unexplainable occurrences. She walked backwards, hoping to leave through the way she came, but the door was no longer there; she was trapped.

She stopped, ready to just give up, when she heard hoofsteps behind her, approaching softly. She buried her head in her hooves, crying heavily at all the emotions and confusion that had been building up within her.

“Whoever you are… m-make it quick… please…” she whispered pleadingly.

“But if I have no reason to do you any harm, why should you request such a thing?” Luna’s voice inquired from behind her.

“I’m not falling for anymore tricks, so stop lying to me,” Fluttershy whispered to her.

Luna approached slowly and lifted Fluttershy’s gaze with a hoof, “Look into my eyes, do I have their mark?”

Fluttershy gazed back and felt a warm rush of happiness flow through her; Luna wasn’t taken. She quickly hugged Luna and held on tightly, finally getting the feel of a friend once more after her recent terrors. Luna hugged back, her embrace comforting the frightened pegasus and assuring her she was not alone.

“But how did you get here?” Fluttershy asked, letting go and stepping back.

“I've watched you for some time from afar with my magic. I couldn’t risk helping you because what’s happening in Ponyville has been happening in Canterlot as well. I don’t know too much else other than that, but the worst part is that my sister has gone silent and is nowhere to be found.” Luna looked down, shutting her eyes and letting a tear fall, “I f-fear she has been taken too… But I can do nothing. A magical barrier protects my room from them and their essence while my physical form rests. My magic has allowed me to conjure myself here as well though, in this eerie world.”

“Pinkie did this… I know it…”

“I see… so using the Elements of Harmony won’t work this time… This world she created seems so real…” Luna paced around the immediate area, checking walls, plants, and lights with her magic, “It IS real… what in Equestria could have done such a magnificent creation in so little time… I fear we are dealing with much stronger magic than ever before, dear Shy. We need to work together eventually if this is to have any chance at reversing itself.”

Fluttershy nodded sternly, “I was on my way to Zecora… Some ponies freed me from… A-Applejack and Rainbow’s trap… and they told me Zecora knew what must be done.”

Luna thought for a moment, “Are you sure this lead is credible?”

“Yes. They could’ve just as easily killed me all the same… I was so v-vulnerable.”

“I see. Then consult her you must for without any aid, all could be lost in the matter of seconds. I don’t have much time left in this other world… How quickly can you get to Canterlot?”

“I’m not sure… Th-they’re everywhere… and everypony… I will try though.”

“I can’t promise safe passage, but once you get to the castle and find me, I can promise you some safety.” Luna’s form began to flicker.

“Wait! Why weren’t we taken by this… thing all the same as the others?”

“I’m unsure of that just as much as you are... but *static* worry little one… I believe it’s *static* all the right *static*… I must *static* by- *static*” Luna’s form had faded away.

Fluttershy stomped hard on the ground, angry at the princess’ inability to aid her anymore. She shook her head and tried to not get too flustered for this wasn’t the time. She looked around once more in this new realm and began walking toward the nearest building.

She quickly nudged open the door and looked around to find the area was pitch black, despite the light that should’ve pied in through the windows. She nudged around the walls and found a switch, so she flipped it. A bright light filled the room, revealing to her the interior of Sugarcube Corner. She took a step backwards as she realized this wasn’t the building she had entered. She began to walk forward, mustering what little courage she could find, and approached the counter. She peeked behind it and saw nopony at all. She sighed in relief and trotted over to a nearby chair to take a seat.

She rested in the chair, catching her breath finally as she tried to grasp her current situation, “Zecora, Canterlot, Luna, and then we end this… Come on Fluttershy… do it for your friends...” she said to herself.

The ominous giggle came from the back of the shop, causing Flutters to leap to her hooves. She glanced around and saw no sign of Pinkie anywhere, but she decided to not take any chances. She quickly trotted out the way she came and was welcomed by a ruined Ponyville now in place of the old peaceful one.

Buildings were dark and the sky was a dusty yellow, as if a large bomb had gone off in the distance. She turned to look at the building she’d came out of and was surprised to see it had collapsed into a pile of rubble. Taking a few steps toward the wreckage, she kept looking everywhere she could, just in case trouble was near. A loud bell chimed off in the distance, causing Fluttershy to leap into the air screaming.

She quickly calmed down and began making her way towards the sound, assuming whatever rang it was sane enough to be able to do so. As she walked down the ruined street, steeping over dried blood and craters in the road, she couldn’t take her eyes off the ruined environment. Her home was reduced to nothing, and the mere sight, real or not, was killing her inside.

As she closed in on the ringing bell    a new sound began reaching her ears. It sounded familiar, but new at the same time. Both sounds grew even louder as the peak of what she believed was a church slowly came into view. Fluttershy was taken aback by the mysterious building she'd never seen before off in the distance. She quickly looked around, making sure there was still nopony in the devastated city that didn’t have but about 10, at most, standing buildings, everything else being burning rubble. The bell suddenly stopped ringing, but the music stayed going.

“Is anypony out there? Help me!”

The voice had come from within the top of the church's belfry, making Fluttershy suspicious; but they needed help. She trotted quickly to the front, barely glancing at the large oak doors as she made her way inside.

Immediately wrapping her wings around herself, she made her way down the center of the aisle towards the belfry. The air was a dynamic change in comparison to the warm, damp atmosphere outside, causing her to shiver in chills and fear. About halfway through the church, she brought her gaze up from the red velvet carpet that lead to the priest pony's pulpit.

The building around her had walls of a stone-cold grey, the same as outside, and composed entirely of bricks. A large chandelier hung from above; Fluttershy flew up for a closer look. As she neared it, she silently observed its golden and red candles, about a dozen of each, along with the gilded material that made it into the shape of an upside-down fountain spray. She looked closer at the candles, eyeing the wicks they had, hoping she could light them somehow.

She quickly ruffled through her saddle-satchel and pulled out the small book of matches and lit a match. The second the flame connected with the wick, a bright ring flung around the candles, lighting each with a different color of the spectrum. She flew back in fright as the brilliant light flooded throughout the room.

She slowly descended to the ground below; the church now lit up, and put the matches back in her satchel. She took a better look around the building and held back a scream. In the pews sat the decayed remains of ponies frozen in prayer. Keeping her gaze forward, towards the pulpit to avoid seeing the skeletons, she kept walking towards the door in the back.

The music grew louder and she began to be able to make it out for what it was: her and her friends singing when they went to the Grand Galloping Gala, except the music was distorted and the voices were high pitched. She shivered, hearing the them that wasn't them singing. She began walking quicker towards the door, finally reaching it and nudging it open with her muzzle.

The belfry had a circular staircase made of the same stone bricks as the rest of the building. It led up to a dizzying height, with the golden bell at the top, along with the source of the cry for help and the music. She began to walk up the stairs, slowly moving her hooves step by step as her wings stayed wrapped around her for warmth.

About halfway up, she began thinking: What kind of pony could survive so long in such a desolate, barren world. What did they eat... or, she gulped, whom? Out of fear she unraveled her wings, immediately feeling the cold hitting her whole body, and grabbed the needle from her satchel. Holding it in her mouth, she quickly rewrapped herself and began climbing again.

About 30 steps from the top, she heard the quick shuffling of hooves over the music and then the slamming of the door. She had gotten used to the music and was starting to enjoy it now, despite its demonic essence. She quickly hit the top of the stairs, panting from the long, agonizing climb, her hooves now sore. Nearby, she found the source of the music; it was a record player with a record labeled “At the Gala G-Major”.

“Who recorded this...?” She silently asked herself.

She shook the thought away and looked up at the golden bell that had been ringing. A small rope hung from it and was lying on the ground nearby. She trotted over and examined it, finding deep bite marks and fraying; they must have been ringing it for days, she thought to herself. Finally, her gaze reached the wooden door that had been slammed; the room she assumed was where a majority of their time was spent, based on the lack of food, bedding, or any form of a restroom. She trotted up slowly and tried the handle; locked.

“Who is it!?” The sudden reply scared her, forcing her back a few steps.

“I-I'm not sure how to introduce myself... I suppose I'm F-Fluttershy...” she said back to the voice.

“You're Fluttershy? I had a name once... but time has rid me of such a trifling detail. I suppose if I were to have a name, it would be Nopony...”

“You're not nopony... everypony is somepony...”

“I'm basing it off my... ahh... what's the word...” an angry stomp was heard, “A few centuries do this to a stallion... sorry Miss Shy.”

“I-It's quite alright, I can easily see where you're coming from... not everypony has a perfect memor- did you say centuries? What happened?!?!” She quickly asked, astounded by the amount of time.

“I don't even know where to start... all I honestly remember is a loud blast, everypony running for the church to pray and then nothing...”

“Pray? But to who? Celestia and Luna? I d-didn't think anypony has done that for ages... even my friend Twilight said she read about it in a history book, and even so, it was gotten rid of well over a th-thousand years ago...”

“Aye, throughout the days we all lived and prospered in, this good-sized town didn't have it's Goddesses a train ride away... they were far from us.”

“Why?”

“I'm trapped here in her realm... She never liked me especially, but everyone else was ok. After everything went down, she made sure I was forced to stay behind in this place... Our tow-“ Nopony had stopped short, the music suddenly cutting off as Pinkie's giggle filled the air.

“Wh-what? I can't! She is an innocent mare!” Nopony was talking to somepony, and Fluttershy had a good idea who it was. “Fine... If you insist as such... you better hold to your promise this time, I've waited too long to be free from this hell!”

The lock on the door clicked, causing Fluttershy to step back in fear, the needle ready in her mouth.

“Fluttershy... I'm truly sorry... But I need this freedom, for I've waited much too long for such a sweet dream to let me escape from this eternal nightmare...”

“Sorry for what?”

The only reply she got was the opening of the wooden door. She peered in, the room only darkness, until a purple pony leapt out at her. She leapt aside in fear as she felt his hoof almost graze against her muzzle.

“WHAT ARE YOU DOING!?” Fluttershy screamed, backing away quickly.

“Escaping from here... she said if I kill you, I go free...” Nopony glared harshly at Fluttershy, his teeth now bared.

He was a purple pony, lacking in wings or horn, with wrinkled skin, aged and dried out over time. His underside clung desperately to him, his ribs easily visible through the skin. His eyes, with their brownish-blue tint, had sunken back into his head from sickness and hunger. She also made a quick note of his mane, gray and with few hairs left.

“There's got to be another way... p-please... don't make one of us do something we'll r-regret...” Fluttershy pleaded.

Nopony only growled, his eyes deadlocked with hers. She watched, looking for the darkness, but saw none. She positioned her backhooves and got ready for his next lunge. She dodged once more, letting him fly past her and into the wall.

He hit hard into it, shaking the tower some. He quickly scrambled to his feet and turned at her once more. Fluttershy, on the verge of tears, backed up a step and almost fell off the edge if the bell hadn't been there for her to back into. She braced her hooves, ready for his next attack. Nopony lunged at her once more.

Fluttershy dropped to her stomach, raising her muzzle to the air, letting the needle scrape on his underside. As the needle wounded him, smacking head first into the bell knocked him unconscious. Fluttershy quickly stood and turned, watching as his body fell limply to the ground and slinked over the edge and down to the floor far, far below. The sickening smack of his body reached her ears a few seconds later, forcing her to cringe at the realization that she'd just practically killed a pony...

She bottled up her grief, ready to let it all out at any moment, and walked over to the doorway Nopony had barged out of. Taking a match from her satchel, she lit it and trotted in slowly, the needle in her mouth while her left hoof held the match.

Inside the room she made quick work of looking around, for not much was inside, save for a window and minor bedding consisting off rags. As she looked at the worthless heaps of bones and objects around, she began trembling, the realization that she was a murderer, justified or not, ached her frail heart more and more. She kept getting worse, eventually dropping to the ground and erupting in crying.

I'm no better than he was...” she sobbed to herself. “I deserve n-nothing more th-than to rot aw-“ Her words were cut off quickly when the building she was in shook tremendously.

Fluttershy quickly leapt to her hooves and ran to the window. Outside she saw nothing but the still ruined Ponyville, now overcast in a large shadow. Suddenly, the roof creaked and crumbled as it fell through and landed nearby. Flutters snapped her tearful gaze to the newly made hole and saw a giant blue eye peering in happily.

“Found you silly! What kind of hiding place was this?” The gigantic Pinkie Pie seemed to scream at her.

Fluttershy said nothing back but instead turned and dashed towards the door, diving through it as a pink hoof crashed in from the top, destroying the entire room and everything in it. Fluttershy worked fast in her panic; not wanting to waste time on the stairs, she tossed the bell's rope over the edge and leapt to it as the bottom end unraveled to the ground far below. Clinging onto it for dear life, she slid down as quickly as possible, her hooves heating quickly from the friction.

She worked to unwrap her nearly frozen wings from her body as she went, but was unable to at the speed of her decent. A few feet from the bottom, the rope gave out from the fraying near the top and snapped, causing her to fall the rest of the way, the rope getting tangled around her hoof. As she hit the ground, she quickly noticed a pile of ash and bone, along with a few gray hairs nearby; what had happened to Nopony to cause such a quick decomposition.

She heard another loud crash above her and quickly looked up in time to see rubble and the large bell hurtling down at her from above. She quickly dove through the next door, into the church's main room. The rope trailed behind her, following quickly as it wiggled with her movements. With her few seconds she had before Pinkie's next attack, she unraveled it from her hoof, and coiled it around her neck loosely.

Fluttershy broke for the door as the hoof came smashing down once more near where she was standing. It dragged through the building, chasing her as she sprinted down the aisle towards the large oak doors. The hoof dragged on the ground, shattering and sending the wooden pews and skeletons flying everywhere as the walls and ceiling crumbled. Then the hoof hit the magically lit chandelier, sending it crashing to the ground near Fluttershy as she leapt through the small opening and outside into Ponyville.

She kept running, looking back over her shoulder to watch as the church collapsed. Then she brought her gaze up and saw the 10 story tall Pinkie Pie, glaring down at her. The darkness in her eyes was massive in correlation to her size, as was the sound of her dark laughter.

“I spy with my big eye... a frightened, fleeing, Fluttershy...” The gigantic tormentor mused at her prey.

Fluttershy turned, gazing back up at Pinkie, her wings outright and prepared for flight. She flew into the sky as Pinkie took another large step closer to her and went up to her eye.

“You listen here you maniacal, homicidal, ps-psychopathic meanie!” Fluttershy screamed, full of rage. “YOU SENT A PONY TO KILL ME! YOU'RE NO TRUE FRIEND PINKIE!”

“Aww Shy! That's not something you should say to a friend! I guess I've gotta punish you now!” She snorted, giggling uncontrollably, “And that's a promise, a Pinkie Promise! Cross my heart and hope to fly, take you out and watch you DIE!” Pinkie's voice grew dark as the last few words were uttered.

Fluttershy staggered back a few feet, but regained her composure. She felt her frailness growing closer and closer to breaking with each passing moment in this hell. She had to act now so she went in for the only move in her arsenal; The Stare.

She locked her eyes on Pinkie's, gazing deeply into her soul. Her reflection gazed back, the large blue and dark eyes giving her a clear view of her scuffed and dirty yellow body. She kept staring, also making note of a few minor cuts and ruffled feathers in her wings which she'd sort out later... if there was a later.

Pinkie blinked, “Is that all Shy? Surely you could've come up with something a tad more fun! Hmm... How about a hoof bump?”

Fluttershy saw the hoof quickly coming out of the corner of her eye and dodged, barely getting clipped by it. She kept flying, towards the town center now, in the hopes she'd find an answer to how to escape or, if all else fails, kill Pinkie Pie.

She heard the monstrous steps behind her, crashing into the now even more ruined town with each move that was made. She flew as quickly as her wings would take her, the town center quickly coming into view. The gleam of the fires that ravaged the town lit up the pinnacle of Town Hall, one of few buildings in the immediate area still standing. Fluttershy turned, watching the monstrosity still coming, her mane a massive mess as usual.

Fluttershy looked back at the sharp, needle-like point of the building and got an idea. She took one end of the rope in her mouth and let the other unravel, stringing down below her. It might not be long enough, she thought, but it will have to do... she's not Pinkie... not anymore... she deserves this.

Fluttershy waited until Pinkie was close enough to begin enacting her plan. She flew down, quickly twirling the rope around a light post and tying it. Then she took her free end and flew at Pinkie as quick as she could, the rage and fear now fueling her. Pinkie eyed her curiously, surprised by Fluttershy's actions, soon losing her when she flew underneath her.

Fluttershy flew close to the underside of the monster, quickly moving to the back as she circled to the other side of the colossal tail. Pinkie looked back and turned clockwise towards Fluttershy, now facing her. Fluttershy, rope still in her mouth, flew underneath Pinkie once more, barely making it to the other side before another clockwise turn was made. Fluttershy gazed directly into Pinkie's slightly angry, yet happy eyes, her own eyes now tear-ridden and bloodshot from her rage. Pinkie took a step towards Fluttershy, and then she fell.

The rope had twisted around her hooves, causing her to trip. Her mouth went agape in horror as she plummeted forward onto the point of town hall, it piercing through the underside of her mouth and through the top of her head. Fluttershy floated there, watching the town shake from the monster's fall.

“NOOOO!” The final demonic scream shattered through the air.

Fluttershy looked down at Pinkie, her eyes shut and breathing stopped. She flew down and kicked one of the hooves.

“You big meanie! This is what you get! With Luna as my witness, I curse what friendship we had...” Fluttershy screamed, her wings flaring as tears flowed from her eyes freely.

Fluttershy flew up to the head of Pinkie and looked at the damage she'd done. Most of town hall had been crushed, but the pointed center remained intact somehow. She climbed to the top, gazing at the exposed, bloody needle. As she inched closer, the body quivered and began rising. Fluttershy held on for dear life, watching as the point was removed from Pinkie's head. She gasped out and began shivering in fear as she watched the wound seal itself up as if it had never been there.

“You've caused enough trouble for me here Flutters... so get out of my world...” She flicked her head as hard as she could, sending Fluttershy flying off into the distance.

She tried to use her wings but was being propelled too fast to be able to stop or slow herself. She watched as she hurtled towards the ground, closing her eyes as she braced herself for the impending smack. After a few moments, she opened her eyes. She was back in the forest, Zecora's hut nearby, the candle's still lit. She wasted no time looking for Pinkie and broke for the front door of the hut, hoping Zecora was inside. As she ran, she heard the giggling fade off into the distance. She quickly opened the door and ran into the hut, slamming it behind her.

Luna watched from the safety of her room in the castle. She opened her eyes, resuming control of her body and leaving the third-pony view of Fluttershy.

“She's finally learning they're not who they were... she's finally letting the friendships no longer get in the way... She has the best chance to end this...” she whispered to herself.

A knock came at the door, “Luna... are you in there?” she heard the guard ask.

“Go away... I know you're one of them and there's no way you're coming in here!” She told him coldly.

“What about me dear sister?” Celestia's voice came from the other side.

Luna trotted over and focused her magic to see through the door. She saw her sister's light-purple eyes swimming heavily with the infestation. She panicked, backing away quickly and turned towards her window. The door was blasted open behind her as she leapt out the window, flying as quickly as she could towards Ponyville. She was too nervous to look behind her to see if she was being chased.

End Chapter 3

Zecora

**Fight or Flee? (Fluttershy’s Final Dilemma)

By: Clue Tzes

This fan-fiction is filled with sex, rape, gore, sadness and very disturbing parts. Be prepared for the worst. It will wrench your heart and mind as you read and follow Fluttershy through her days in hell. UPDATE: No more rape/sex! :D I believe…

Good luck…

And enjoy.

Chapter 4:

Zecora**

Fluttershy pressed her back to the hut's wooden door, her eyes shut as she steadied her breathing. She slowly opened her eyes, half-expecting the Ponyville she was thrown out of, and was welcomed with the sight of Zecora's home. The numerous bottles and ingredients, along with the cooking pot in the middle, warmed Fluttershy's heart as she slumped to floor. She was worn out and wanted nothing more than to rest so she let her mind wander and body relax as she drifted away into sleep.

Her dream brought her to a happier time in her life. She was back in the meadow near a river where she had found her love for animals and had earned her Cutie Mark. She trotted around, looking for the creatures she so solemnly wished to see. She heard a quick rustling behind her and spun, happily looking for the cute animal to make the sound. A dark blue flash was all she saw until she was tackled to the ground.

As she lie there in pain she felt herself being shaken and heard Luna's voice shouting with fear, despair and hurry, “You mustn’t come to Canterlot! It's not safe. I will find you. I repeat; do NOT come to Canterlot!”

Suddenly Luna's hooves left Fluttershy's shoulders and the weight of her pinning her down was gone. Fluttershy rolled and got to her hooves, shaking her head, still startled by what had just happened. She resumed looking around, her mind now wondering and worrying for the princess. She walked farther away from the river and trees and spread her search for the animals even more. Suddenly, Equestria violently rocked beneath her hooves and sent her sprawling to the ground again. Next came a loud explosion off in the distance, causing her to remember Rainbow's Sonic Rainboom. She looked to the sky for the giant rainbow ring to spread, but it never came. She looked towards where the explosion had come from and saw a dark wall approaching fast. She scrambled to her hooves and began trying to run and fly away, but it engulfed her. It sent a searing heat through her, destroying everything around her and killing her.

She awoke with a quiet scream, drenched in sweat, and sat straight up. Zecora was nearby brewing something and looked back at Fluttershy.

“Ah. I see you have awoken. In your dreams, you have spoken. You mentioned of the town called Canterlot, and said to go there not!” Zecora said.

Fluttershy immediately remembered Luna's words and nodded, “Y-yes, I was warned to avoid there. Come here Zecora, please...”

Zecora trotted over and smiled, showing Fluttershy her eyes, void of the darkness, “Darkness is one thing I lack, now to my stew I must go back.”

Fluttershy smiled to herself and wiped the sweat off her head. She got herself off of the makeshift bed she assumed Zecora had made for her and trotted over to the other side of the pot. She watched as Zecora began tossing in ingredients and kept stirring the mixture as it became a cool orange.

“What are you making?” Fluttershy asked out of curiosity.

“A simple mix of vegetable stew, but without a pure Ponyville there is little I can brew.”

“S-so you’ve seen... them too?” Fluttershy asked, looking into the stew in front of her.

“Yes... they tried for me, but in the forest only few can see,” Zecora replied gravely.

“Pinkie can... she controls reality it seems...”

“Then now we have some grave fear, so tell me your story and come sit near,” Zecora said, sitting on a cushion and motioning Fluttershy to the one next to her.

Fluttershy trotted over and began telling Zecora everything from the start. She spoke of Rainbow Dash, Applejack, her mysterious saviors and how she still questioned them, then her ordeal with Pinkie. Throughout the story she broke into tears numerous times and stopped speaking. Zecora consoled her with hugs and a hoof on her shoulder, helping her through the story. As she finished, Zecora walked over and filled two bowls with the stew and brought them back, giving one to the teary-eyed pegasus.

“Do not fear, my little pony, for this Ponyville you speak of sounds like one great phony,” Zecora said, beginning to eat the stew.

Fluttershy set her stew down and walked over to her saddle-satchel. She rummaged through its contents and pulled out the record she'd brought back from the destroyed Ponyville and set in front of Zecora. Zecora picked up her stew and walked to a gramophone to play the record. As it ran she stood there, listening to it, her eyes widening as she dropped the soup bowl.

Fluttershy sat there, silently watching her friend with a blank look on her face. “What's phony now?” She whispered to Zecora, a hint of fear in her voice.

“I just cannot understand, for without a horn her magic should be quite bland! Unless she is who I believe, one of the ones who are set to capture and deceive...”

“Are you sure there's nothing else you can tell me? Th-those ponies seemed to know you would be f-fine to find... Do you know how?”

“Worry not about your saviors, for they were the Cutie Mark Crusaders,” Zecora mused.

Fluttershy looked at Zecora confused and astonished, “But... Applebloom was at Applejack's house wh-when... “She looked away, memories began flooding back.

Zecora walked over to Fluttershy and began to pat her back to console her, but Fluttershy brushed her hoof away.

“I can do this... on my own,” she managed to whisper.

Zecora nodded and sat next to Fluttershy, a new bowl of stew in her hooves as she spoke, "Now Fluttershy, there is still more. For now I have a story that will not bore. For before this town there was an empire, and thousands of years ago it did expire."

“What do you mean?”

“Let me tell you the story, of a town with a darker glory...” Zecora said, beginning to tell the story.

She began telling Fluttershy of a town far back in time. The town went by many names... none of which were the true name that had been lost hundreds of years prior. Some called it The Outpost, some called it The Haven, some went as far to call it The Home of Miscreants, but nevertheless, no matter which name was used, ponies knew where was being spoken of... It was a town that was extremely infamous due to the fact that it was a town reserved for the worst ponies there were. Murderers, rapists, thieves, etc. all lived there in a twisted harmony. Overseeing them all was a powerful unicorn that had magical abilities that could rival Starswirl the Bearded. He watched over the town and acted as their king, set their laws and coupled the punishments which were mainly death. The town's architecture was composed of mainly stone bricks, their lighting magical for the most part.

(“So the church...” Fluttershy interjected.)

(“Yes, that place in the Otherworld was from their home. A building lost throughout many a tome,” Zecora answered.)

The town was for outcasts and exiles of society, whether it is by law, choice, or unnatural abilities. Their powerful leader, who went by the name of Rizalder, was the judge, jury, and executioner of anyone who violated what rules the town did hold and he never hesitated to end anypony who dared go against him. He ran his town with 6 others that he held as his most trusted assistants.

They were the vilest the town had to offer. First came the mare known as Warp; she was an earth pony who had the gift of being able to create her own reality and trap others within it, while doing as she pleased within. She never talked much of her past; she was a mystery to even her closest friends, if she even considered them as that. It was a mystery as to how or why she joined the group; they only knew she was third in command.

(“So she's got Pinkie...” Fluttershy said aloud.)

Second and third came the mare and stallion known to others as Kicks and Graubb. Originally actors in the town who'd fallen in love on the stage, they were eventually recruited by Rizalder for the superior skills they showed in CQC and trapping on the stage and behind the scenes. Kicks, a light-red pegasus, had been the star of the plays they did, sticking mainly to action based ones. She trained herself to be more agile and stronger to more accurately play what parts she needed. Graubb, a dark green earth pony, had been the one who set up the special effects and rigged numerous on-stage contraptions.

The fourth, a dark gray unicorn, was a stallion known to most as Slakt. He used his color and magic to silently move about town, listening for any hints of rebellion. He could slip into homes and kill the rebels in their sleep without as much as a peep. He came from a family of homeless ponies and began developing his abilities early to assist in keeping his family alive through whatever means necessary. After managing to steal from one of the ponies second to Rizalder, he was caught by Rizalder himself who brought him in due to his skills.

The fifth was a beige pegasus named Rhode. He was gifted with being able to conceal weapons and goods however he wished. He utilized his wings, outfits, mane, tail, anything and everything he had at his disposal could hold what he needed to take a life. He was a smuggler at a young age; helping with the family "business" gave him most, if not all, of his training. Rizalder saw this after doing a deal with the family and brought the young pegasus in as one of his own when the family had a deal go wrong and ended up with life behind bars.

The sixth specialized in a different kind of magic, one that involved brewing and using sleight of hand mixed with illusion. She was unlike the others and possibly closer to Rizalder than any of them, even Warp.

(“Who was she?” Fluttershy asked.)

Zecora ignored her and kept telling the story. One evening, Rizalder contacted the sixth and asked her to meet him in his chamber. She walked in and asked about his invitation.

“We strike soon, against the Princesses of this world. Celestia and Luna shall be taken down,” he explained.

She nodded, and then proceeded to ask if that was all.

“No. I've been searching through a few books and found a spell... it can send our souls forward in time and allow us to take control of one pony each. I need your magic to open a window to the future,” he said, motioning to the cauldron and the books scattered around it.

She nodded again in agreement, beginning to work her magic.

Rizalder stopped her, “Let me get the others in here first,” he said, calling out to them.

They all walked in and stood around the pot, looking in as the sixth worked. A mist began oozing from the pot, causing all but her to stand back some. She kept working, muttering chants and putting in more ingredients as the mist became mirror-like and soon displayed images.

Celestia appeared in the mist, talking to 6 other ponies. A yellow pegasus, a blue pegasus, an orange and a pink earth pony, along with a purple and a white unicorn. Rizalder smiled, watching the image continue.

“Call which one you want,” Rizalder told them, smiling, “I get Celestia of course... and it looks as if the future lacks Luna... but first... drink from the pot. It's been in the town's water for quite some time now,” he looked at the sixth, “I asked you to make it so I would be sure it worked perfectly, for us especially. For this will ensure we will last eternally.”

And so they all drank, the sixth hesitating at hers. Once done, they all resumed gazing at the screen.

Warp spoke first, her eyes glued to the happy, bouncing pink pony, “I want the pink one,” her voice was soft, gentle in a way.

Kicks and Graubb whispered to each other, then Graubb, with his confident tone, spoke, “Kicks wishes for the blue pegasus. I wish for the orange earth one.”

Slakt locked onto the purple unicorn, “Her. She is mine,” he sternly said, pointing.

Then Rhode spoke up, “Give me the white one, she appeals to me...”

“All your choices are granted... now for you, you get the yellow one,” he said looking at the sixth.

She shook her head no, causing Rizalder to flinch in surprise.

“What do you mean no?!” He demanded angrily.

The sixth punched the misty screen, shattering it, and then began throwing a few other things into the pot, causing a smoke ball to rise up and pop, disappearing. The other five tackled her, pinning her to the ground.

“You're coming with us. Whether you like it or not,” he told her, his horn beginning to glow.

Suddenly, the wall blew apart; Celestia and Luna were on the other side.

“Stop now Rizalder!” Celestia screamed.

The blast caused a chunk of rock to hit Rizalder, knocking him aside. His horn grew brighter and his white magical aura began to grow a grisly dark. Celestia's face held a frightened stare at the growing aura on Rizalder's horn.

“Luna, run away, now!” She screamed to her younger sister.

Luna swooped down and grabbed the sixth, then followed her sister as they fled. The sixth held on for dear life, but began slipping. Behind them, the spell surged and let off, causing a catastrophic explosion. A dark sphere grew behind them, sending a dark wall in all directions. The princesses flew as quick as they could manage, barely keeping ahead of the darkness. As it slowed and began to fade, the sixth fell from Luna's hooves and plummeted to the earth below. Luna began descending to find her, but Celestia stopped her.

“Sister... it may be too late...” she said, a tear falling from her eye as they kept going.

Eventually, the wall stopped growing, and the second it did, they flew back, looking at the now barren wasteland that lie ahead. Everypony in the town had been disintegrated in the blast; all of the ones within the town's limits were gone.

After searching the edge of the destruction for about ten minutes, Luna found the sixth, breathing but unconscious.

“Thank everything she is ok...” she said, wiping a tear from her eye.

Celestia put a hoof around her and looked down at the sixth, “She is hurt though... she cannot travel too far. How she managed to sustain such injuries is beyond me...”

“Wh-what happened?” Luna asked, half on the verge of tears again.

“That was extremely powerful magic... We need to watch over this land, but not until it has naturally repaired itself. We will take this one home, and whenever it is ready, we will return with them and watch. This can never happen again.”

Luna nodded in agreement and hoisted the sixth onto her back, returning with her to their home.

Fluttershy sat there, listening earnestly, “So... what happened... if they all died, why a-are they back?”

“Their bodies did die, but their souls did not. For the spell did work, but right it was not. Ahead in time, they went for a new spot. The whole town went as well, trapped forever in a fate worse than hell. Many a year they lie in wait, unsure who would assume their fate,” Zecora told her.

“So they came eventually... b-but now? And why wasn't L-Luna in the vision?”

“Luna had just returned from being banished away, it was due to luck, Rizalder had seen that day.”

“What about the sixth? Who was she? Maybe sh-she can help more... if she’s still a-alive...”

“Alive she is, but pride she's lost. For if the truth ever came out, her reputation would be lost. But now Flutters you shall see, the sixth is none other than me...”

Fluttershy sat there, stunned, unsure how to react, “Y-you...” she calmed down slightly, “You look good for your age...” she mused, attempting to cover her shock.

Zecora smiled and explained how not only had her life been preserved, as had her appearance. She then went more in-depth explaining that Luna and Celestia had their fears of the colony and needed someone unlike the others to infiltrate and discover any plans against them. She trained in brewing and other rituals, getting to a level to impress Rizalder. She went into the town under the story of someone thrown out for witchcraft, and when a few others asked her to prove it, she did. Rizalder was in the crowd, observing her skills and waiting for her to be finished. That was when he inducted her into his group. From that point on, she worked for the other side, sending info to the princesses when possible.

“Since later on, no Luna was your state; he assumed we shared their fate. So attacking you they will be, assuming you are me! But after with Pinkie you did bout, I think you being me they shall now doubt.” Zecora explained, grabbing a torch from the corner of the room.

“How do we stop them? E-every time I h-hurt them they heal instantly...”

Zecora lit the torch and walked closer to Fluttershy, “By fire you fight so you can end their plight. One ounce of this flicker will end their ticker, but fear not for a way to redeem is soon to be clear. The chance so faint, but also near,” she was wincing as she spoke, almost unnoticed to herself.

Fluttershy nodded, understanding what Zecora meant. It was up to her to decide if she would fight her taken friends and end their misery with fire, or constantly flee and hope to find a way to save them without killing them. Zecora's wincing bothered her, but she pushed it aside as nothing and sat there, looking out the window of the hut.

“Do you think it'll be ok to go back to P-Ponyville anytime soon?”

“Maybe, maybe not. Chance it if you need, just be quick to trot. But staying a while may be best, give you time to get some rest. Also, for me to say, there is a little more, a truth, not just extra lore.”

“O-ok?”

Zecora winced again and nearly fell to the ground. Fluttershy quickly rushed to her side, helping her to a seat.

“Are you ok??” Fluttershy asked in a panic.

“Ever since this began, I've been repressing something of which my body isn't a fan. One of the residents of the town has come for me, holding him back is getting harder as anypony can see,” she winced much more furiously this time. “End me soon you shall do, but keep some things in mind, not one but two. Take me with you, you'll get that quickly, and a chance to redee-“ Zecora cut off and began thrashing violently before freezing and passing out, the torch dropping to the ground next to her.

The Cutie Mark Crusaders had fled from the barn quickly that night, returning to their clubhouse unseen. They'd collapsed immediately and went right to sleep. They awoke later that night, nearer to the morning, around the time Fluttershy had reached Zecora's hut.

“Girls... What do we do now?” Scootaloo asked after half an hour of silence.

“Ah don't know... this entire situations just... uh... what's the word Sweetie?” Applebloom asked.

“Eerie, screwy, unreal? I really can't answer that myself... Zecora explained all she could to us... but it's all still so confusing. I mean, why us? Why Fluttershy? Why couldn't somepony else have to do all this. We ARE just fillies! I mean, I'm all for adventure, but saving all of Ponyville or destroying it? That's not something we should have to worry about!” Sweetie ranted, fuming as she did so.

“Whoa girl, calm down a little. It'll be ok for us, eventually... at least if what Zecora said proves true. I mean, come on, she knows more than anypony around here...” Scootaloo said, putting a hoof around Sweetie Belle.

“I know... it's just... I miss Rarity... and my parents... Now they're just all some possessed monsters...” She rested her head on Scootaloo's shoulder.

Applebloom trotted over, “It'll be ok Sweetie... Ah know how ya feel... Ah miss Applejack and Big Mac and Granny Smith... Ah wonder how every Apple elsewhere is doing...” She rested on Scootaloo's other shoulder.

“Maybe it's only just here... at least for now, right? And... Now we just need to... to...” Scoot sighed, a single tear falling from her eye, “Rainbow Dash would know what to do... I miss her...” Scootaloo lowered her head, wrapping her hooves around the other two for a group hug as they sat there, silently crying.

Luna had flown as fast as she could manage, eventually looking back to see her pursuers giving up on the chase and turning to head back to Canterlot. She felt her body quivering as sweat poured down her face, causing it to glisten in the moonlight. She collapsed on the nearest cloud, panting heavily as she tried to relax and regain herself. She had never flown that hard in years, and it had really gotten to her. She lie there, letting her body rest as tears of fury and despair ran down her face, mixing with the sweat as she realized how lost the kingdom could be if they didn't do something and fast.

Fluttershy stood over Zecora, frantically trying to wake her up. She felt around Zecora's neck and found no pulse. She closed her eyes, tears beginning to form as she stepped back. Zecora had died right in front of her, practically in her hooves. Suddenly she heard shuffling and peeked an eye open.

Zecora was moving, slowly coming to her hooves, her eyes closed in pain. Fluttershy helped her stand and gain her balance, gently stroking her mane in comfort. Zecora opened her eyes and looked directly into hers, the darkness now swirling within. Fluttershy staggered back, now aware that Zecora was gone. She couldn't get to her saddle-satchel in time, but the torch still lit on the hut's floor caught her eye. She knew what she had to do.

Zecora took a step towards her, “Something wrong my flying friend? Finally realizing your time's at its end?”

Fluttershy glared deep into the dark soul that lie within Zecora and made her move. She rammed head first into the zebra, causing her to stagger and fall back against the cooking pot. She let out a ferocious scream as the hot metal made contact with her skin. Fluttershy snagged the torch off the ground and flung it at her friend, tears streaming freely as she threw the flame that would extinguish Zecora's.

Fluttershy wasn't sure how the flame would react to Zecora, but the screaming zebra seemed to as she tried to dive away, but the burns from the pot had left her partially crippled due to pain. The flame made contact with her hoof, and then the torch bounced away. A small flicker appeared on her coat, beginning to spread until it engulfed her.

The fireball of a zebra thrashed about, her screams growing hoarse as she turned into nothing more than a pile of ash. Fluttershy looked down and saw a gray piece sticking out. She grabbed it, clearing her tear-filled eyes the best she could to look it over. It was Zecora's flank, the sun-like marks on it along with some stripes. It was like this on both sides, lacking in blood or muscle. She thought back on Zecora's words and realized this was what she had meant by “take me with you.”

Quickly reorganizing her saddle-satchel, she moved everything to one side, leaving the other empty. She then put the flank in there and relatched it, realizing there were more pieces to come. She blinked away the last of her tears and grabbed the torch once more, extinguishing it then putting it in the satchel. She rewrapped the flashlight onto her wing and extinguished the candles in the hut before walking out the front door and back into the forest. She didn't know where she was going, but her best bet was the library with Twilight. She was one of the strongest friends she had... if anyone could withstand their possession, it'd be her.

End Chapter 4

Twilight

Fight or Flee? (Fluttershy’s Final Dilemma)

By: Clue Tzes

Chapter 5:

Twilight

Fluttershy walked out of the forest, shutting her eyes and shaking a few tree branches from her hair. With fear telling her not to open them, she decided to risk it and peeked one open anyways. She found herself near to the point she came in, near enough to find her way back to Ponyville easily. The sun now high in the sky, Fluttershy began to wonder how long she'd been in there, seeing as it was night when she entered.

She shrugged the thought away and began walking slowly, in the direction of Ponyville. One of the last friends she had that had some sense of themself was gone. The only ones she knew remained were Luna, the Cutie Mark Crusaders, and herself.

 "The girls... maybe I should go check on them," she wondered aloud.

Where would they be though? Surely they wouldn't risk being together in public. Maybe at one another's homes? She shivered at the thought of having to return to Applejack's farm, and she had no chance at getting to Rarity's easily. She tried to think as she walked, shaking a few more branches from her mane. That's when it hit her, the tree house.

Even if they weren't there when she got there, they would be eventually. She looked off towards Applejack's house, the tree house not far from there, and began making her way in that direction instead.

Luna awoke as the sun broke the horizon, her cloud she'd cried herself to sleep on now elsewhere. She glided to the ground, gazing around at the vast expanse around her; she was to the east of Ponyville. She focused her magic and searched for Fluttershy, watching her as she was making her way out of the forest. Luna snapped back to reality once more, looking around and making sure she was alone. She took to the sky once more, cautiously flying cloud to cloud, hoping to meet with Fluttershy on a more physical plane this time.

Scootaloo broke the silence, the dawn a few hours behind them now, "I guess now we have to choose..."

Sweetie Belle looked up, "What do you mean choose?"

Scoots looked Sweetie Belle in the eyes and whispered, "We choose how we're going to help end this nightmare."

Applebloom peeked up now, "Ah guess we have to help Fluttershy and Zecora still..."

Scootaloo shook her head, "You remember what Zecora said... We weren't to return to her hut for some reason she wouldn't tell us."

Sweetie Belle whispered, "What if she's… becoming one? I mean she was acting really weird after all, it'd make sense, right?"

Applebloom looked at Sweetie, "Are ya nuts? Zecora couldn't become one of them! She's got all sorts of powerful magics and stuff!"

Scootaloo rebounded, "Look at Rainbow Dash, they got her! She's stronger than Zecora's silly parlor tricks!"

Sweetie Belle growled, "At least my sister has real magic!"

Scootaloo glared over, "And look where that got her! And Zecora! And Rainbow Dash damnit!" Sweetie flinched at the swearing, "ABSOLUTELY NOWHERE!" She screamed, now breathing heavily, tears of sadness and anger running down her face.

Before anymore could be said, a soft rapid knock on the tree house door caused them to jump, quickly moving into one another's hooves once more, all ill feelings forgotten.

"Wh-what do we do?" Applebloom whispered.

"Go answer it? I don't know!" Sweetie Belle fired back.

"I'll do it. Even if we don't, they'll get in anyways. Stay back girls and if anything happens, run as fast as you can and don't come back. I can hold them off for however long we need..." Scootaloo whispered, getting to her hooves and moving to the door.

"Scoots no!" Applebloom quietly cried.

Sweetie whimpered, aware her friend wouldn't come back once determined, "Thank you Scootaloo..."

Scootaloo opened the door and lunged outside at the pony on the other end.

Fluttershy walked past the Apple's farm, using the orchards for cover. As she made her way through, she stole a few glances through the trees, realizing the farm was abandoned. She kept moving, wondering where they could be, unless they were somewhere off waiting for her... Fluttershy shivered at the thought and picked up her speed, finding the path to the CMC's tree house.

She was nearly there when she heard the angry screaming of Scootaloo. Fear coursing through her body, she spread her wings and hurriedly crossed the rest of the way to the tree house, coming to the wooden boards right outside the door. She began softly knocking, the fear that drove her there now preventing her from busting in to help. The door slowly creaked open and Scootaloo lunged out, pinning her to the ground.

"GET AWAY FRO-Fluttershy?!" Scootaloo shouted, staring in surprise at the assumed attacker.

Fluttershy covered her face, her body quivering in fear, "I-I'm sorry! Please don't h-hurt me!" She quietly cried out.

Scootaloo rolled off Fluttershy and quickly walked back into the tree house, "Get in here before somepony sees you!"

The frightened pegasus crawled into the fillies' fort, pulling the door shut behind her. She sighed in relief and relaxed herself on the ground, her body spread out in exhaustion. The Cutie Mark Crusaders exchanged looks of confusion before going over to Fluttershy.

"You ok?" Sweetie Belle asked her.

"I'm so tired... I-I've barely slept since it all began..." she sighed, closing her eyes.

"If ya wanna take a nap, we can kinda protect ya. Ah mean, nopony has come down here for quite some time, so we've been pretty safe," Applebloom offered to her.

"M-maybe just for an hour," she yawned, "or two... B-but we need to plan a f-few things..."

"Like what?" Scootaloo asked, but she was already asleep. Scoots sighed and went over, sitting against the wall with her friends while they waited for their visitor to wake up, then came another knock on the door.

Luna drifted around the outskirts of Ponyville, making sure to stay out of the view of anyone below. Once or twice she thought she had been spotted, but finally she made it around to the forest, seeing Fluttershy off in the distance. Luna didn't want to scare her, so she tailed her until Fluttershy took off towards the tree house. She sighed, not hearing Scootaloo’s yelling, and sped up a little, curious as to why Fluttershy rushed. Had she been seen? She got to the tree house just in time to see the door quickly shut. Luna glided to the deck outside and knocked on the door. A bunch of shuffling was heard from inside, followed by hushed whispering and the sound of frantic hooves.

“What do we do?” she heard Sweetie Belle ask.

“Same plan as last time?” Scootaloo offered.

“But what do we do about Fluttershy? She’s dead asleep!” Applebloom reminded them.

Luna’s ears perked at the name, “So she is in there…” she whispered to herself, “Um… girls? It’s me, Princess Luna. Will you let me in?”

More whispering came, then she heard Scootaloo, “Come on, it’s Luna of all ponies! We have to let her in!”

“What if she’s one of them?” Applebloom shot back.

“If she’s one of them then we’re already dead; we’ve gone over this once before! She IS one of the most powerful ponies in Equestria…” Sweetie Belle helped them realize.

“Fine, we’ll let her in. Not like we have much of a choice,” Scootaloo said with eagerness in her voice.

The door creaked open a little, Scootaloo’s orange muzzle peeking out, “Eye check. Now,” she demanded.

Luna looked into Scootaloo’s eyes, showing her they were void of the darkness, causing her to sigh in relief, “I am safe like you four. I fear it is only us who remains as so though,” Luna explained, walking through the now open door.

“Figures…” Sweetie said, obviously disgruntled.

“Come on now Sweetie, it’ll get better for us! Ah mean, sure, right now ain’t the greatest but it can’t get worse can it?” Applebloom asked.

“Please don’t jinx us…” Scootaloo groaned.

Luna let out a small sigh, “They do have my sister on their side.”

“See!” Sweetie Belle squealed, glaring at Applebloom.

Luna sensed what was about to take place and began scolding, “Now is not the time for squabbling you two, we have a dire task at hoof.”

“Well we can’t do anything until she gets up so I vote for squabbling until then!" Scootaloo told her.

Luna rolled her eyes and sighed, "I could try a spell on her if anything. It'd give her the feel of a long rest after mere minutes."

Sweetie jumped, "Why didn't you say something sooner?!"

"I didn't think we'd have a type of anarchy this quickly," Luna said, giving the CMC a dumbfounded look.

They awkwardly shifted, uncomfortable with the gaze, "So about that spell..." Scootaloo said to change the subject.

Luna closed her eyes, her horn's tip glowing and surrounding Fluttershy in its aura. Fluttershy began stirring, shaking slightly as the magic began its work on her. The Cutie Mark Crusaders watched the twitching body in fear, thoughts of how badly this could end running rampant through their mind. Suddenly Fluttershy yawned, slowly opening her eyes, and then the magical aura was gone.

"G-girls..." she yawned again, "I think I'm ready to begin."

Scootaloo smirked, "So is Luna, sleepyhead."

Fluttershy looked over at the princess and leapt into the air frightened, "Wh-when did you get here?!" She hurriedly whispered.

"A little after you passed out Fluttershy. The girls advised I use my magic to hurry your rest so we can get things figured out while we have solitude."

Applebloom piped up, "We did not! You told us about the dang spell in the first place."

Sweetie Belle whispered, "I mean, we sorta technically did tell her to do it..."

Fluttershy giggled to herself at the fillies' embarrassment, "Well girls, shall we?"

"What all do we know about the enemy?" Luna asked Fluttershy.

"F-fire ends them for good... It's the only way," Fluttershy responded, images of the burning Zebra coursing through her mind.

"Yeah, Applejack snapped two of her hooves and was up runnin' minutes later. They got some kind of spell fixin' them quickly," Applebloom chimed in.

"Fire is the only way? What of the resulting corpse? Does that mean that all of the taken are... lost?" Luna asked, sadness welling up deep within her.

Fluttershy could read it easily, "Did they get your sister?"

Luna looked away, a tear falling from her eye as she whispered, "Y-yes."

Fluttershy bit her lip and fixed her saddle-satchel, the flank shifting inside... the flank...

"There may be a way... I-I'm not entirely sure but, it's something," Fluttershy confessed, slowly pulling Zecora's remains form her bag.

Scootaloo ran to the window, puking outside into the forest, "I-Is that ZECORA?!?!"

Fluttershy looked away, beginning to cry, while Sweetie Belle and Applebloom could only gape in horror at the scene before them.

"Fluttershy... wh-what happened?!" Luna asked, startled and slightly shivering.

"Sh-she turned and c-came at me trying to kill me... She told me f-fire was the o-only way and th-this was all that was left," she quickly said between sobs.

"Did she tell you anything else?"

"She told me... how it began... you should know too Luna, you were there after all..."

Luna looked as if she had been struck, the memories of so long ago flooding back deep into her, "N-not him..." she managed to choke out.

All Fluttershy could do was nod in return.

"I'd like to know what happened too..." Sweetie Belle whispered.

Luna and Fluttershy exchanged glances and nodded, "Then allow Fluttershy to tell as Zecora did to her, anything she misses I will add in."

The CMC sat there, listening as Fluttershy told them the beginning of what they all believed to be the end. Applebloom was stunned at Zecora's age, believing the zebra to be no older than Big Mac. Sweetie Belle was surprised there was such strong magic that could cause the princesses to flee in such terror. Scootaloo's mouth hung agape at the fact that Zecora had infiltrated a city like she did.

"So, she was a spy? That's so cool!" She shouted in excitement.

"Yes, we knew she had what it took so we trusted her with the task," Luna told her after the story was over. "There's one other thing I fear though. There were no corpses, yet the souls pushed forward..."

"Wouldn't they have just been destroyed in the explosion?" Sweetie asked.

"Not necessarily. We checked around and not a single trace of pony was left."

"What could it mean?" Fluttershy asked worriedly, fearing the answer she felt she knew.

"Not only will their souls be taken over, but possibly their physical form too. Let’s hope I’m wrong though or I fear no flank will be left behind for redemption."

"There's always going to be a chance as long as we keep fighting. No matter what happens, we stick through this and never lose hope. That's the only way we're going to get everypony back and return this town to normal!" Scootaloo shouted, trying to imbue confidence in everypony else.

"I wish it were that easy," Luna said to all of them, "But we have a whole town of corruption. Scratch that, 2 towns of this corruption. Are we really going to kill that many ponies?"

"We don't have much more of a choice!" Sweetie Belle yelled at her.

"D-don't yell at Princess Luna, Sweetie," Fluttershy reprimanded.

Applebloom moved next to Sweetie Belle, "A lot good her being a princess did for us! How can't ya even help Celestia protect her kingdom?!"

Luna flinched and glared at the two fillies before removing her crown with her magic and turning it to dust right there, "WHERE ART THOU DAMNED PRINCESS NOW!? NOT HERE TO AID THOUEST ANY LONGER. FOLLOW US FLUTTERSHY FOR WE WILL NOT STAND FOR SUCH INSOLENCE!" She shouted, using the Royal Canterlot voice, and then turned towards the door.

Fluttershy stood there and stomped a hoof down, "No! W-we're not being split any more than we already are! We stay together and that is final!"

Scootaloo leapt on Fluttershy's back, "Yeah! I mean, she does have a point Luna... We need to work together if we're gonna at least contain this."

Luna sighed, turning back, "You are correct young one, but those two have no right to scream at me as they did."

"Well... You didn't either really..." Fluttershy whispered.

Sweetie Belle and Applebloom exchange saddened glances, "We're sorry Luna... It's just hard to deal with all of this, especially seeing our sisters as such," Sweetie Belle explained.

"I am fully aware of the feeling. Celestia knows I'm part of the resistance though, so you two were lucky to last as you did."

"Good. Now that we're all on the same side again, it's time we made a plan. We need fire, lots of it," Scootaloo began, bringing over a map of Ponyville. "I've been thinking, and our only easy source of fire would be fuel. Enough of Ponyville is made out of wood, but we need a real kicker to it, especially if we have to k-kill everypony," she ended with a whisper.

"How well stocked is the fuel at the train station?" Fluttershy asked.

"Canterlot keeps it very well stocked. Enough to run the train for 6 months," Luna told her, "Not to mention all the excess we've given just in case communications are fractured between the towns."

Scootaloo's jaw dropped, "That's WAY more than enough fuel, if I'm right."

Fluttershy glanced over, Applebloom and Sweetie Belle at her side, "What did ya have in mind Scoots?" Applebloom asked.

"Imagine if we took the fuel and poured a long trail around Ponyville, covering all the houses and paths inside town. Now imagine if we stocked the rest of it all in one area where we try to coax everypony in town to, and when they're all there, we light it! And KABOOM! WE'RE HEROS!" Scootaloo shouted.

"And psychopathic murderers!" Sweetie Belle grumbled.

"Do you really see any other way out?" Luna asked, "And besides, if things happen like they did with Zecora, we'll still have... those," she said, motioning at the zebra flank on the ground.

Fluttershy blushed, putting them back into her saddle-satchel, "Wh-what could distract all of Ponyville though?"

"We'd need a lot of noise, lights, and action! Like a concert," Scootaloo said, her voice lowering.

Luna and Fluttershy exchanged looks of worry, fearing where this was going, "A-a concert done by wh-whom dear Scootaloo?" Luna asked.

"Well, Rainbow Dash is all sorts of lost... and so is my family... So I'd be willing to sit there on the mother lode when everything goes up in flames..." she whispered, looking over at Sweetie and Applebloom.

Sweetie Belle took a deep breath and walked over to Scootaloo, "And I'll be right there with you... Rarity and my parents are taken, and I'm not sure things will ever be the same either."

Applebloom joined them as well, "After seeing what happened with Applejack and what she did, things will never be right for me. Count me there too Scoots."

"Thank you girls," Scootaloo whispered, pulling them all into a hug.

"We can't possibly let them go through with this," Luna whispered to Fluttershy.

"They're dedicated Luna, there's no talking th-them out of it now..." Fluttershy told her, "And they have a point... They do have nothing left and it's atrocious to see. M-maybe letting them do this would be more merciful...?" she finished and lowered her head, closing her eyes.

"That is true, and they will be helping us immensely... Such sacrifices will be immortalized when, I mean if, things ever go back to normal," Luna put a hoof around Fluttershy, consoling her; "Mercy is what these three deserve after all. We can't chance them succumbing to this terrible curse either."

Scootaloo released her two friends, "We need to get the instruments, set up a stage, and alert everypony we can."

"Alright. Who's gonna do what though?" Sweetie asked.

"Well, since Scootaloo can't sing no better than a dying rooster, ah vote for Sweetie Belle!" Applebloom decided.

Scootaloo flinched, slightly hurt, "Alright, she can sing this one. We'll write the song together and work on the dancing as well."

"How quickly shall it be ready?" Luna asked.

"Well, judging by where the sun is... I'd say by tonight we could have everything ready and posters up. Anypony who doesn't know about it will come check out the noise for sure," Sweetie Belle explained.

"Are you girls absolutely sure a-about this...?" Fluttershy asked.

"Are you sure there's a chance to get things back to where they were?" Scootaloo asked in a solemn tone.

"Good point..." Fluttershy reluctantly whispered.

"Now what do we do Fluttershy?" Luna asked.

"I'm going to see Twilight... There's a chance she held them off," Fluttershy told her.

"They got Celestia; Twilight is just as lost I am sure."

"You don't know that..."

"No, but I know the level of Celestia's magic and will, for it is the greatest of anypony in Equestria."

"She'll have found a way, I know it."

"Just let her go Luna. After how she handled herself with Pinkie? I think she'll be fine," Scootaloo advised.

"That. Wasn't. PINKIE!" Fluttershy angrily growled.

"S-sorry... I mean Warp."

"As you wish then Fluttershy. I will be at the train station in two hours. Make sure they don't follow you there."

"Got it Luna."

"Hey, girls, can we have one last group hug? Ah mean, ah know it's sappy and all... but this might be the last time we'll be all together again..." Applebloom said, her eyes watering slightly.

Everypony stayed silent, moving in and wrapping their hooves around one another.

"Together we will overcome this... Your losses won't be in vain young fillies. Scootaloo. Sweetie Belle. Applebloom. Your legacies will remain on this land for as long as the stars do shine. Thank you for everything," Luna said, her voice quivering, "A-and farewell... May we meet again, i-in our dreams..." she looked to Scootaloo at the end of the small speech.

"I'm looking forward to it Luna... Bring Fluttershy with ya sometime," Scootaloo replied, tears running down her muzzle as she smiled.

"Good luck everypony... We'll need it," Fluttershy finished.

They all broke from the hug and Luna and Fluttershy reluctantly left, going their own separate ways, using clouds and trees for cover. The CMC sat there, waiting a few moments.

"Well, let's get to work girls!" Scootaloo cheerfully shouted, bringing smiles to her friends’ faces.

And so they began.

Fluttershy made her way to Ponyville quickly, gliding in on a cloud from the back of a local record shop. The amount of ponies below was scarce, and those she did see seemed to be on watch. They know I'm coming, she realized, dropping to the ground and watching a light-blue earth pony and a red pegasus walk by her.

She quickly slipped to the next building, the library only 30 feet away now. Moving every time the coast was clear, she found herself only one leap away. Ready to make the journey end, she about moved to the door, but stopped as a grey pegasus with bubbles for a cutie mark sat right on the front steps to the library.

Fluttershy growled angrily, watching the mad looking pony just sit there. She gazed around, seeing an open window on the top floor of the building. Twilight's bedroom... Maybe there's a chance after all...

She looked around, getting the chance to move when the grey pony looked in the opposite direction. Quickly flying up and into the window, she sighed in relief, sitting on the soft bed. She felt the same weariness from earlier seeping over her, but it was different this time... She lied on the bed, facing the open door way. Before her eyes forced themselves shut, she saw Twilight, her horn glowing and the darkness swimming in her eyes.

"N-no..." Fluttershy managed, before falling unconscious.

She struggled to open her eyes, the power of the sleeping spell leaving her weak still. She managed after what felt like minutes, but her vision was still blurry. Blinking slowly, she finally got it clear enough to look around.

The walls around her were grey, torches with red fire adorning golden holders around the chamber. From the look of the pattern, she believed the room to be circular, with a staircase to her left. She began rising up, but gasped out, realizing she was bound down. Using the flickering firelight to see her restraints, she acknowledged the rope binding her hooves down to a stone altar of sorts. To her right sat a knife in what looked like a silver basin, rust and dried blood coating it.

Fluttershy's breathing grew more frantic as she took in the reality of her situation. She kept frantically looking around the room, and the more she did, the more this place reminded her of the church from Pinkie and Warp's realm. She fought the rope bindings, horrific thoughts of this unholy altar flying through her mind. Hoofsteps coming down the stairs made her freeze fast and close her eyes, hoping they didn't know she was awake.

"No use hiding it Fluttershy, your breathing was much too loud..." she heard Twilight say.

"P-please let me go..." she whispered.

"I could've let you go, even when we found out you weren't that insolent zebra... but you attacked us... tried to kill us... For that, there must be payment," Twilight explained, a grim smile on her lips. "How do you like the place though? Rarity helped me get it as close to the old city as possible... I understand from Pinkie, you've gotten a bit of a tour."

Fluttershy growled, rearing up against the ropes, beginning to stretch them in rage, "They're not Rarity... Nor are they Pinkie... AND YOU AREN'T TWILIGHT!" She screamed, trying to lunge at her possessed friend.

"Oh, but I look, sound, and act like her don't I? Of course, in due time she will be lost for good... Then I will take control," Twilight told her, giving her muzzle a light kiss. "Quite the trophy you would have been had you not retaliated... Such beauty would serve me nicely in the future..."

"I'll die before I become your trophy-mare you meanie..."

Twilight's horn glowed, using magic to pull Fluttershy's muzzle up, straining the ropes again, "What's my name? It certainly isn't meanie... Say it, or I kill you now!"

Fluttershy whimpered, a single tear falling down her cheek in fear for her life. She tried to will herself to not give in, but she had to live. Without her, the resistance was virtually lost.

"S-Slakt..." she whispered submissively.

"Good mare... You get to live a little longer! Besides, I've got the most wonderful day planned for us. It'll be a memory to tell our foals," Slakt grinned deviously, releasing Fluttershy from the magical grip.

She cursed in her mind, hating his mocking romantic advancements to her. She'd let him play things out, but not let herself be persuaded otherwise.

"Oh? Did you? How was this day to be planned?" She asked, half-mockingly.

"O-oh, well, I uhm..." he trailed off, the question obviously catching him off-guard, "Why ruin the surprise?!"

She grinned, realizing she'd been through something like this already, "If you let me go, I promise to be the sweetest mare around..."

The possessed Twilight smiled and leaned close, whispering in Fluttershy's ear, "I'm not an idiot. You tried the same stuff on Kicks... Do I look as simple as she is? Plus, if I really want you as my own, I have magic to do that."

Fluttershy recoiled, now trying to figure a new way out... if there was one.

Slakt trotted back to the staircase, "I'll be right back," he told her, and then added in a darker tone, "Sweetie."

She shivered, partly enraged by his persistent flirting, even though she knew his intentions were grim. The rest of her rage came from the desire to escape. She should've listened to Luna when she said Twilight was probably taken... She had had hope though, and that was turned against her. Closing her eyes to hold back tears, she slowed her breathing. There had to be a way out...

She struggled against the ropes once more and looked over, seeing one beginning to fray. She kept tugging, pulling with all of her rage-induced might until the first rope snapped... Then the second, third and fourth. She was finally free, but it had been too easy.

She worried, aware that there might be more ahead, but her drive to escape made her move towards the stairs. She looked back into the room once more to be sure there wasn’t another way out, but her eye caught her saddle-satchel next to the knife-holding basin instead. Rushing over and making sure everything was in its place, she eyed the blade, deciding it was more helpful than a needle. After making the switch and putting it in her bag, she snagged a torch off the wall and began climbing the dark staircase to whatever lie in await above.

The ascent took her about 10 minutes in total, the entire trip nothing but stone walls surrounding her. Not a single torch was on the way, making her thankful she'd grabbed the lit torch that was in her mouth. At the top she found a steel door cracked open. Nudging it open the rest of the way, she entered and it slammed behind her, the rush of air nearly extinguishing her light of salvation.

She spotted a small flicker of light, far ahead of her in the dark chamber she was in. She flew towards it quickly, but it didn't grow any closer after another 10 minutes and she stopped, fearful of more trickery. The silence around her was broken as she heard hooves galloping off to her left. She spun to face the sound and heard them continuing.

"You think I'm some simplistic unicorn don't you?" A warped mix of Slakt's deep voice and Twilight's sounded from the air around her, "I wanted you to escape. They wanted you taken care of quickly, but no. I wanted my fun like the others had, so I made sure you'd make it here... Now the rules are simple, find a way out without dying and you live. If you die, well... obviously you're dead!"

"Where is here?!" She growled to the dark air above, not wanting to object to his offer at freedom.

"I refurbished the library rather quickly... Added on the two lower levels of which I'm quite proud of personally, but alas, the time for explanations has ended. Welcome to the stealth master's lair DEAR FLUTTERSHY!!" Slakt screamed as the room started rumbling, bookcases flying from all directions.

She began trying to move but was cut off in any direction she tried. She cowered to the floor, holding the torch close until the room stopped. When she felt it was over, she stood once more, finding a path ahead of her. She began navigating the bookcases, turning when needed, going back when she hit dead-ends, running amuck amidst the labyrinth Slakt created.

Burning the bookcases crossed her mind, but she realized the smoke alone from the fire would kill her before she could get out. Flying over them was gone as well because they extended floor to ceiling, making sure there wasn't any way out. As she began eliminating cheap ways to win, she walked down another path realizing she was heading back to where she started. Sighing and setting the torch down, she began rummaging through the sack, looking for anything to help guide her.

She silently thanked Luna when she found her flashlight and the thread Applejack had advised her to bring. She quickly reconfigured the same flashlight rigging on her wing she did when she entered the Everfree Forest. After that, she tied one end of the thread to the starting bookcase, and then picked up the torch and extinguished it, deciding she wasn't prepared to fight this time. Holding the spool in her mouth, she began trotting down another path, letting it unwind behind her.

After a few minutes of traversing the maze and backtracking a few times, she heard laughter behind her, "Such an inexperienced prey aren't you? Basically showing me where you are and even leaving me a trail to follow... I must thank you Fluttershy," Slakt whispered in the warped voice behind her.

She spun, watching Twilight's silhouette disperse into grey smoke and evaporate into the air. He was good; she would have to be better though to make it out. Fluttershy, with a large amount of reluctancy, turned off her flashlight and began navigating through the dark room, barely making out the bookcases as she walked.

Continuing to trace her way through the dark maze, she saw the original light off in the distance and realized that must be the way out. Another light began glowing off in the distance to her right; it was purple...

"Twilight's horn!” she realized aloud.

Suddenly another light, this one reddish orange, appeared dimmer but began growing in a line. It kept growing longer, as if following a path. Twilight's glow disappeared in an instant, followed by the mixture of voices laughing, "You didn't think it'd be as easy as a simple maze did you? Poor, poor filly. So utterly foolish, aren't you? SEE YOU LATER FLUTTERSHY!" She heard Slakt cackle, "If you manage to live that long dear."

She watched the glow continue, curious of what it was. Suddenly the direction changed to the right and began building up, but continuing at the same time. Then the glow went left, building up once more, and continued for a while and then it hit her what it was. Slakt had lit her yarn on fire, effectively beginning her original, fatal, idea of burning the maze.

Fluttershy snapped the yarn, leaving the trail behind her but taking the still half-full spool with her. Sprinting through the maze, taking random turns in the dark, narrowly avoiding colliding headfirst with the shadowy bookcases, she continued trying to get to the original glow the best she could. Fluttershy watched to her right as the fire spread farther, getting closer to where she was in the maze. As the scent of smoke reached her muzzle, she saw the light directly ahead and a little to the left.

She broke into a full trot, half-flying as she turned towards the glow... right into a dead end. Fluttershy looked at the bookcase in front of her, separating her from safety and collapsed to the ground. Turning her head, she saw the fire closing in fast and realized it was too late, she was going to die.

"Use your head; there's gotta be a way out... S-somehow," she hopelessly whispered to herself.

Use your head... The words echoed in her mind and she stood, ramming into the old bookcase headfirst. It shook, books falling off and to the ground around her. Twilight would hate me... she thought as the books clattered. The thought of her lost friend enraged her even more.

"This is for TWILIGHT!" She shrieked, ramming again, sending more books down. "FOR ZECORA!" She dove at it again, "AND PINKIE PIE" Another hard blow to the bookcase, "AND APPLEJACK, AND RAINBOW DASH, AND RARITY! AND ALL OF MY OTHER FRIENDS I'VE LOST BECAUSE... OF... YOU!" She rammed it as hard as she could, breaking through the middle and sending the top half crashing down behind her, where it was engulfed by the approaching flames within seconds.

Fluttershy, sweating, aching, and panting ferociously, looked to the light, eyeing another staircase, this one lit, in front of her. She quickly began ascending it, leaving the burning wreckage behind her. Taking each step with caution, she let the rage slowly recede deep within her.

"Y-you need to contain yourself Fluttershy... What would Angel think if he saw you so flustered? Besides, you should s-save that side of you for when you need it if you're to save anypony..." she reminded herself.

She smelled the smoke once more and looked back, seeing it rising up the staircase, trying to escape to the air above. Fluttershy flapped her wings once, extinguishing all the torches around her that lit the stairs, pushing the smoke back. She clicked on her flashlight and continued up, flapping her wings slowly as she did. After another few minutes, she reached a metal door and pushed it open.

Stepping through into a dark hallway, she shut it behind her and checked it for any signs of the smoke escaping. She found none and realized after a while, the room would be consumed by the smoke and the fire extinguished. She kept walking forward, putting the thoughts of the room behind her, and kept cautious, expecting Slakt at any step.

Eventually she hit another dead end, with no way to go otherwise, save for the way she came. She pushed against it, hoping it'd sway or give any hints of movement, and heard a sharp click. The wall slid aside, revealing to her the bottom floor of the library where Twilight lived. Fluttershy had found freedom once again.

She trotted out, clicking off her flashlight and looking out a nearby window, seeing the night time well on its way. Fluttershy sighed and turned around, watching another bookcase shake as the one she came from slid shut. Quickly trotting over, she heard a muffled cry for help and knew she had to find a way. She couldn't head-butt this one without possibly injuring whoever was on the other side, or without alerting nearby ponies.

She quickly began pulling books off with her teeth, hoping the trick she was used to seeing in her mystery books paid off. Finally, one pulled and stopped, giving off another click. She squeed happily, realizing what little reading she had done paid off. Fluttershy stepped back, watching the bookcase slide aside, revealing Spike, on the floor quivering in fear.

He rushed to her, hugging her leg tightly, "F-finally... somepony normal..." he whispered, tears streaming down his face.

After finishing designing their act, the Cutie Mark Crusaders began working on the stage outside of town hall. They kept working, from midday to midnight until finished. There, they collapsed on the stage and looked around, the town's ponies moving about around them, each with the darkness in their eyes. One pairing caught their eye though, it was Twilight and Rarity. The trio moved closer, ducking behind some bushes, trying to catch what they could of the conversation.

"...and she's in the basement, trapped and probably roasting by now! Isn't it magnificent how stupid these ponies are? Why would I give her a maze she could solve if I wanted to kill her!? She had hope, and beauty, but she was a danger to us. The final change is beginning though, and soon we will have our old selves once more, being rid of any trace of these souls. Oh, I also have this mare's dragon pal locked up, and hopefully, when everything's done, we can use him as a servant. He seems much more... submissive," Twilight said to her white unicorn friend.

Sweetie Belle looked to Scootaloo, tears in her eyes as she whispered, "They have Spike too!"

Scootaloo nodded in understanding, "I heard... Why's her voice like that? It sounds like she's part stallion or really really hoarse."

"Ah thought we were ponies..." Applebloom said, trying to lighten the mood.

They ignored her and rose up, peeking back over the bushes. They came muzzle to muzzle with Rarity who whispered, her voice purely her own, with her eyes dark-ridden, "And now we have you too..."

A tear rolled down Luna's cheek after hearing Slakt say Fluttershy's fate. She tried to get a look at Fluttershy with her magic like she did last time, but was unable. Luna sighed in her cloudy hide-away above the train tracks and stood, brushing away the tears and cutting the connection with the CMC as Rarity began taking them to her boutique. With Fluttershy incapacitated, if not dead, it was up to Luna to save the Crusaders and fight off or kill the possessed Rarity.

End Chapter 5

Rarity

***Fight or Flee? (Fluttershy’s Final Dilemma)

By: Clue Tzes

Chapter 6:

Rarity***

“Sp-spike?!?! You're still alive!” Fluttershy excitedly whispered, hugging him.

“Y-yeah. After everypony began turning, Twilight turned and she trapped me in there. I didn't even know this library had things like that!” Spike explained.

“It isn't Twilight anymore... She's been taken by somepony named S-Slakt,” Fluttershy shivered at the name, “There's a lot w-we'll fill you in on, but for now we've got to get you somewhere safe.”

Spike clutched tighter, “Not in the middle of the night. That's when the majority of them are outside. It's crazy, but Twilight and I held out for a few hours and watched, but then she began freaking out. She screamed at me, calling me so many names... I know it wasn't Twilight doing it, but it still hurt quite a bit... She's like family to me and I couldn't help her; I just stood there, shivering and useless.”

“We've all had some rough patches these past few days Spike... Don't worry, w-we can fix it...” Fluttershy lied, hoping Spike would buy it.

“Alright... if you say so.”

“What time does Twili-Slakt I-I mean, get back normally?”

“Not til a few hours after dawn,” Spike told her, his head lowered in thought.

How could he even know? He was trapped behind that bookcase... Fluttershy thought, fear coursing through her.

“Spike... How long were you trapped in there exactly?”

“Well, when she originally turned she tied me to the table and I fought, but obviously that didn't work. Then Rarity, or whoever sh-she is n-now,” Spike paused, holding back tears from the thought of his lost love, “She came in and th-they went behind the bookcase you came out of for a f-few hours. Then they made the prison for me and I've been there since.”

“Alright, s-sorry,” Fluttershy sighed in relief, now looking at Spike's pure eyes.

“So where do we go from here? I mean, you did keep saying we so there has to be somewhere you and other ones meet... Right?”

“Not exactly... Spike, I-I can't tell you this right now but if anything goes wrong, go to the tree we hid in when Pinkie cloned herself. That should be safe. If anypony other than Luna, Sweetie Belle, Scootaloo, or Applebloom comes in, check their eyes. If you see d-darkness, you need to run and don't stop until you know you're safe,” Fluttershy warned him.

“Understood. Is that really all that are left? Maybe if I send Celestia a letter, she'll respond back with good news. I mean, they didn't get Luna and Celestia has got to be tons more powerful. She is older after a-“ Spike stopped, seeing Fluttershy lower her head, “If Celestia's lost... F-Fluttershy please tell me she isn't... Oh sweet Luna she is...” Spike screamed and began running in circles, his mind racing as much as his little feet.

“Spike, it'll be ok in the end. If we have time, I think we should tr-try to sleep. We're going to need our energy for tomorrow especially.”

“What happens tomorrow?”

“You'll see if I don't get the chance to tell you sooner.”

Fluttershy took Spike up, pulling the curtains on Twilight's window shut and holding him closely, both of them soon falling asleep, safe for the first time in a long while.

Luna descended through the night, her coat hiding her from the sight of the ponies below. She gasped, her mouth remaining slightly open in surprise at how many ponies were outside at once, especially this late at night. It had to be the whole town if not more. She was frightened, knowing down there were 3, maybe 4, good ones not wanting her dead.

She landed behind the Carousel Boutique, easing her way to the front where ponies were trotting about rampantly, as if looking for something or someone... The discovery of the Cutie Mark Crusaders had probably alerted them to more resistance within, or maybe Fluttershy had escaped after all. The very thought caused her heart to leap in hope as she nudged the door open, slipping inside unnoticed.

The door quickly shut behind her and locked, trapping her inside. Luna spun and tried the knob quickly, then tried her magic but it held tight by a spell she'd never seen before. They know magic I do not?! How can this be possible?! The simple thought sent her deeper into fear as she turned back around, facing the dark interior of Rarity's home.

“Is the Princess of the Night terrified of a little bit of darkness? Weren't you so embracing of it almost 3 years ago? Come now; show a little bravery in the face of your death...” Luna heard Rarity's words echo throughout the room

“That darkness was as easily destroyed as you shall be! Now release the girls, for they have nothing to do with this!” Luna shouted, lighting her horn to use as a flashlight.

The room was normal aside from the dark, a couch and a chair along with a half-finished dress nearby. The kitchen was in the back with a meal sitting there, days old and still waiting to be feasted on. The staircase leading up to the next floor was only a few feet away from it all. Whenever they turned, it had to be sudden, when they least expected it. She shined her light to the left, eyeing a unicorn mannequin with a bulky dress. How odd... I didn't think they made anything but basic mannequins anymore, she thought. With the fear and nervousness creeping into her slowly, Luna turned and immediately snapped the light back to where the mannequin was, but it was gone.

She didn't know what to expect with this one, she barely remembered his name. Rhode was the one who was good with secrecy and concealment. Looks as if he's using the newfound magic to his advantage, but that dress... What lies beneath may be the end to me if I'm not careful, Luna warned herself silently.

She walked back to the kitchen, the girls obviously not on the first floor and began walking up the stairs to the next floor. She heard the patter of hooves behind her and spun, watching the end of the dress Rhode had been adorned with disappearing into the wall. Luna looked up the stairs and then back to the wall, thinking about which path to take. Rhode was based on trickery and deceit, practically raised on it, but what if he had made a mistake in letting Luna see him?

She trotted to the spot where she last saw the dress and burned a crescent moon into the wallpaper with her magic, marking where she would go if things didn't prove worthwhile upstairs. Quickly making her way back to the staircase, she began her ascent, taking each step slowly out of fear. Luna walked up and stopped at the 7th step, hearing a click as her hoof put pressure down. She dropped to her stomach just in time as a large knife shot out of the wall, right where her head had been.

“This won't be easy, but if this is the only way to get things back to normal, it's all I can do,” she reminded herself, raising up and grabbing the surprisingly heavy knife with her teeth.

She used the weapon, testing each step by throwing it and stepping back quickly. After avoiding having her head crushed by the wall three times and decapitation once, she had finally made it to the top. The hallway ahead presented a few doors to her, all of which were slightly ajar. She started making her way down, levitating the large blade with her magic.

“This thing won't do well if I need to fight... I don't even see any of the Royal Guard able, if willing, to lift this thing...” Luna grumbled to herself, her magic straining slightly from the weight.

The first door only proved to be a bathroom while the next one looked to be the master bedroom which needed more investigation, so Luna put a crescent moon on the door and continued. The third room looked to be a child's bedroom, but with a darker tone. The bed had been flipped and it looked as if an attempt to barricade the door had been made. It seemed Sweetie had wanted to make sure she had time to flee, Luna hoped, if Rarity had found out. Not much else was there so Luna shut it and moved on.

The fourth room, near the end of the hall, was filled with busted furniture. Luna looked in a little farther, seeing various tools and mannequins scattered around. Rhode must have been working here, designing tools and gear for their squad. She went ahead and put a moon on this door as well, then nudged it further open.

She made her way into the fourth room, treading carefully. She stepped around the disastrous mess, heading towards the scattered papers and mannequins in the back. Using her magic, she looked through them, seeing numerous hastily drawn designs consisting of concealed armor and weaponry, mainly knives. She kept looking through them, trying to find weaknesses just in case fighting came into play.  Deciding she couldn't see much of anything, she organized the papers and went to slide them under her crown. Her heart sunk when she remembered she had destroyed it out of rage and bound the papers into her mane, hoping they'd stay. She quickly crossed back out and put an “x” over the moon before moving back down the hall.

Reaching the Master Bedroom, she nudged the door open slowly, cautious of any traps that may lie ahead. She saw a string tied to the door and backed up, sending it open the rest of the way with her magic. A few more knives shot out into the wall, these less bulky than her current one. She decided to keep what she had and moved into the room slowly, still fearful of more tricks. Aside from the first encounter, the room was clean, and from what she could tell offered no further clues.

As Luna turned to leave, a small, raggedy journal caught her eye. She stood back and opened it with her magic before bringing it closer to herself. Dust puffed out of it, forcing her to cough as she realized how aged the book was. There wasn't much within, but what she did find was enough to send her spirits plummeting farther than hell. She quickly took the papers from her mane and slipped them into the journal before putting the whole mass back in. She trotted briskly out and put another “x” on this door too.

She had one area left to check, one that wasn't set up by normal ponies. She slowly flew down the stairs, avoiding stepping on the steps with the larger knife still in tote. Landing in the kitchen and moving to the moon she had created on the wall, she raised the knife and stabbed it into the wall a few feet above it. She slowly drew the blade down the height, opening a large hole in the wall before trying to pull it out. The knife was stuck into it deep, so she stepped over it and aimed her horn into the dark hole, shining the light inside of it. She followed the light she was producing, carefully making her way through the passage. The second she stepped in, the wall sealed shut behind her, trapping her in. She kept walking, accepting the occurrence this time without any rebellion to it.

The Princess of the Night closed her eyes, focusing her magic and sending a large orb of light ahead of her, illuminating the room a bit. Stone walls surrounded her on either side as the hallway continued forward. Now unarmed and more on edge, Luna continued further and further, walking for about half a mile before she was confronted by a dead end.

“What sort of trickery is this?” She asked the wall, irritation setting in.

Assuming another fake wall rested in front of her, she put her hooves against it and knocked on it softly. A hollow echo reverberated from it, confirming her suspicions. Taking a few steps back she stopped the light spell, leaving herself in the dark and began focusing once more. Sending a blast of magic at the wall, she busted the grey stone leaving a massive hole for her to walk through. Stepping through the glowing, smoking rubble she found herself in a much larger chamber.

This one had the same walls, but was lit by torches all around it. A chandelier lit with candles sporting rainbow flames hung in the middle, illuminating what the torches didn't. Hundreds of pony statues stood in front of her, organized into three sets of rows. The statues had a perfect resemblance to the mannequins normally used by the boutique, save for changes on two of the sets. Each lacked any recognizable features, but one set had wings on each statue, one set had a horn on each while the last set lacked either.

Luna looked among them, her height causing her to tower over each of them. She bit her lip, shivering in fear as things set into place. She began to turn to run but heard the frightened cries of the Cutie Mark Crusaders come from the opposite end of the room. She immediately took off in the direction, soaring over the gallery below. A doorway stood in her way but was no match for a blast of her magic.

On the other side of the new, much smaller room sat the CMC bound together by a tightly wound rope. She ran to them and quickly heaved them onto her back.

“Luna! Y-you made it!” Scootaloo said happily.

“Yes. We couldn't afford to leave you behind,” she whispered back, “But we need to be quick as Rhode can be anywhere in here. Hold on to me the best you can.”

The second she felt the hooves holding her the best they could while bound, she began making her way out of there. The second she stepped out of the room she had to dive to the side, narrowly avoiding a knife being shot at her. It clipped her mane and embedded itself into the wall.

“You won't be escaping us twice Princess!” She heard Rhode shout from in front of her.

She shone her light ahead and illuminated Rarity who was adorning an oversized, elegant dress. “You can't stop me! I'M ONE OF THE MOST POWERFUL PONIES IN EQUESTRIA!” Luna screamed with the Royal Canterlot Voice as she focused her magic and took on the form of Nightmare Moon.

“L-Luna!? Wh-what are ya d-doin? Have ya gone e-evil too!?” Applebloom frantically asked.

“Neigh young fillies, I'm merely embracing my dark form like I did on Nightmare Night so you need no fears,” she assured them, shifting her body to fix the armor that came with the form.

Rhode took a step back, fear engulfing his mind as he tried to stay brave, “S-so was your sister, wasn't she? You can fall just as easily and you shall!”

“If you desire somepony to fall, than why don't you be the one who's next?” Luna shouted, sending a blast of magic at Rhode.

He leapt out of the way and stood there in mid-air, “You think your traditional tactics can work against a mind like mine?! I would've overpowered you as an Earth Pony, but look at me now... With this magic I am unstoppable!”

Luna looked up, seeing part of the dress moving, “T'is but a trick girls,” she whispered back, feeling the CMC shaking in fear, “All you see is a contraption he made with Rarity's magic.”

“Luna, y-you can't fight him right now... What if something happens to us during it? We need to be up there by tomorrow!” Sweetie Belle whispered, reminding Luna.

“I-I'm aware,” she responded with the prior sadness returning to her, “I only need to incapacitate him or evade him long enough for us to escape.”

“Alright. We trust in you,” Scootaloo whispered.

Luna nodded and immediately sprinted under Rhode, dodging aside as another knife shot at her. She kept running, turning and dodging through the statues as she kept switching her gaze between her attacker, her path and her exit. Rhode used his magic on the dress, beginning to fly towards the exit as he stayed focused on preventing the escape. He glanced towards the door for a split second and Luna saw her chance.

Stopping for a moment, she quickly heaved one of the nearby unicorn statues directly at the rear of Rhode's bulky dress. The horn of the statue made contact with the dress, causing the mechanical inner-workings to start sparking. Rhode cried out as he fell to the ground quickly, struggling to work the dress off as it began to ignite. Pure terror could be seen in his eyes as Luna and the others watched him barely escape before the fabric ignited.

He glared directly at Luna and the CMC, “You're lucky I cherish my life more than some simple commoners we will squash,” he angrily growled before disappearing in a burst of magic.

Luna began walking back to the doorway she had originally entered from and stopped to gather the remnants of Rhode's dress. With that floating next to her, she walked herself and the fillies back through the hallway. When she reached the resealed wall, she blasted it open and walked back into the boutique. She unbound and began letting the fillies down when the loud wail of a siren interrupted her.

“What's that?!” Sweetie Belle squeaked in fear as her and her friends finished climbing off.

“Whatever it is, it sure isn't good...” Scootaloo told her.

“That's an emergency siren... Granny Smith said those loudspeakers ain't been used in decades though,” Applebloom recollected.

“No, they haven't, but I fear they're being used to alert the others to our escape. The whole town's going to be o-out looking...” Luna trailed off, lowering her head.

“Luna!” Scootaloo and the others rushed to the alicorn's side, helping her stay up, “A-are you alright?!”

“Yes, I am... I'm feeling weak after that ordeal. Becoming Nightmare Moon since my redemption has does this to me before, but I shall be fine soon enough” Luna explained, standing again.

“Maybe ya should change back,” Applebloom suggested.

“Neigh child, they fear this form and its power so if they are on high alert as we assume, this will be necessary to escape with our souls and lives intact. Now let's go,” Luna whispered before opening the boutique's front door and rushing out into the chaos.

Spike and Fluttershy had woken up in the library only an hour prior to the alarm. Making sure the library was still secure, they returned to the bedroom loft to wait for day to arrive. Spike sat there, twiddling his claws in a bored fashion while Fluttershy stood there, staring off into space.

She began recollecting on everything again. Two days ago, life was flipped around as was she... She wasn't shy and fearful as much now and she was capable of murder... The mere word brought tears to her eyes when she thought about Nopony and Zecora... Now she had to kill her friends too and may not even be able to save them, but could she?

She lied down on the ground, putting her head in her hooves and began quietly crying. Spike looked down, empathetic to the sadness Fluttershy was feeling, and gave her a soft hug. She hugged him back and held him for a few minutes.

“It'll be ok Fluttershy... I-I mean, it has to be... It always is...” Spike assured her, doubt in his voice.

“We have to leave town before tomorrow Spike... If we don't we'll be killed... Th-things will n-never be the same again,” Fluttershy whispered, beginning to choke up.

“Fluttershy, what do you m-mean?”

“Grab whatever y-you treasure most and sit down, I'll begin telling you everything.”

Spike ran off, coming back with two things: the box containing the Elements of Harmony and Twilight's doll Smarty Pants which they barely managed to get back from Big Mac. Fluttershy looked at him confused and he clutched it closely, looking downward.

“I think Twilight would like it when things go back... I mean, sure, I could grab her one of her thousands of books, but those are replaceable, whereas the memories aren't...” Spike told her, looking down at the raggedy doll.

Fluttershy held back tears and sat next to Spike, beginning to tell him all that had happened so far. He listened the whole time, staying silent through it all. After she was done, he looked up at Fluttershy, locking eyes with her.

“Well, then I guess I really am glad I grabbed the doll because now it's my hope that things will be right again... I can't believe the Crusaders are doing that though.”

“Neither could Luna or I, b-but they have a good point.”

“They want things to get better, but they know even if they do they can never forget. I see where they're coming from, I guess... Since Twilight has been basically my only family s-since I was born...” Spike sniffed lightly, letting a single tear fall as he looked off, deep in thought.

Fluttershy began to speak when she was suddenly cut off by a loud blast, a siren following only moments later. She rushed to the window, looking out and seeing ponies running about.

“What do you think they're doing?” Spike asked her.

“I-I'm not sure, but grab the Elements and Smarty Pants b-because I think they've found us,” Fluttershy answered him, seeing the determined looks in the ponies eyes.

Spike set the doll in the box with the Elements and locked it before picking it up and rushing to Fluttershy's side. She bent down, letting him climb onto her back. She nudged the window open and leapt to begin flying off, but the combined weight on her, mixed with her lack of strength, caused her to plummet to the ground. She flapped her wings rapidly in fear, managing to slow her decent as she immediately took off running. She hadn't ran but for a few seconds before she saw Nightmare Moon rushing out of the Carousel Boutique with the Cutie Mark Crusaders on her back.

Luna bounded out the door, her form scaring off a few ponies waiting to make the capture. She smirked to herself and began to break left, nearly colliding into Fluttershy and Spike.

“N-N-Nightmare?!” Fluttershy squeaked.

“I'm still Luna my shy friend. T'is the most glorious of feelings to see you're still alive. We had heard the worst of your fate. T'is also grand you saved Spike for we'll need as many as we can. Now we must go quickly,” Luna explained to her.

“I kn-know, but I can't fly... I'm not strong enough to with Spike and the Ele-“ Fluttershy was cut off by Spike covering her mouth.

Luna nodded in understanding, “Nor can I; combat and this form have drained me of what strength I had... I've been weaker since encountering you in the other realm, plus looking in on you and the others has helped pile on to my burden... But the place of the Elements of Harmony's origin is where we must go.”

Fluttershy nodded quickly, understanding where Luna referred to, “Th-then let's go,” she told her before bounding off towards the Everfree Forest.

Luna quickly followed as they did their best to avoid the other ponies. The more they passed, the more that began chasing after them. Fluttershy looked back, seeing none of her corrupted friends and kept running.

“Fluttershy, take the girls and go on without me. You know your true intent on where to hide, so you shall be fine,” Luna told her, slowing down some. “If I keep going on like this, I'll be nothing more than just a burden to you and inevitably your downfall. I'll hold them back for as long as I can.”

“Luna, it'll be fine as long as you just power in there... Do it for Celestia!” Scootaloo told her.

Luna cringed from the pain of pushing herself and kept struggling along. As they reached the outskirts of the city and approached the forest, she tripped and collapsed, her Nightmare Moon form shrinking back down to her normal one. She looked at Fluttershy, tears in her eyes as she motioned for her to run. Fluttershy shook her head and motioned for the Cutie Mark Crusaders to help her help Luna up and along. Everypony  began slowly carrying her towards the forest, Spike doing his best to help despite his claws already being full, as the crowd began getting closer. Fluttershy looked back, realizing certain doom was close upon them.

“Keep going, I'll hold them back,” Fluttershy heard a familiar voice say from behind her.

She turned, seeing the purple pony with a grey mane from before, now looking normal instead of malnourished and diseased, “N-nopony?! B-but I killed you...” Fluttershy recollected while the others gazed at her confused.

“You freed me from Warp's hellish prison... I owe you my life for that. Dying once saved me from that hell just like it did you, dying again can save me from this one. Finish things here then go take care of Rizalder, I believe in you...” Nopony told her, looking at the others. “You all have an equally important stake and part in this, so don't give up now.”

With that he charged at the nearly-arrived crowd, shouting as loud as he could at them, “Remember me you demons?! Remember how much chaos I caused you all!? Wasn't it enough for you sick ponies to have me captured and tortured for countless millennia? Come and get me; I'm all yours!” He charged directly at the crowd, leaping into the midst of them.

Fluttershy, Luna and the Cutie Mark Crusaders struggled into the forest, hearing the angry yells and screams as the crowd tore the hero pony into shreds, ending his life once and for all. After struggling farther into the Everfree Forest, Fluttershy, with tears in her eyes, managed to find the hidden entrance to the tree they once hid in weeks prior.

“Was that a friend of y-yours?” Luna asked, wincing softly from the pain she was in.

“Yes...” Fluttershy replied, offering no more on the matter. “How long until you think you'll b-be ready to go?”

“I just need some rest is all. I should be fine by tomorrow afternoon.”

“Just in time to help us put the finishing touches on our show!” Scootaloo cheered.

Spike lowered his head, remembering what Fluttershy told him about the show, “W-we still need to put the gasoline around town, don't we?”

Sweetie Belle nodded, “But how can we when all those ponies are about town?”

“In the day, that's when they sleep inside,” Spike told her.

“So like vampire ponies right?” Applebloom asked.

“I suppose if that's how you want to look at them. That's like the only thing they have in common though.”

“Ok, so Fluttershy, Spike, the girls and I will go pour the gas from the train station the second morning hits. Luna, you stay here and sleep, but the second you wake up, if it's nighttime go to the train station to meet Fluttershy. If not, help us finish pouring the rest quickly. If any of them wakes up, we'll have to be careful. Remember to line the streets and get every building at least a little bit so they'll all burn. Everypony understand the plan?”

Each nodded but Luna raised her hoof a bit, “I suggest we make a small stockpile of explosives at Carousel Boutique; for that place must be leveled.”

Applebloom immediately asked, “What do ya mean leveled? What's so bad about that place compared to the rest?”

Luna pulled the papers and diary from her mane and spread them out in front of everyone. The papers showed numerous designs of clothing, capable of preparing an army of fashionable soldiers for certain domination. The book, Luna explained, talked about the statues in the secret room of the building along with plans to infuse the statues with the life each one of the ponies stole from the residents of Ponyville.

“To be short about this, th-they have an army and it will be armed to the hoof. That army will be composed of the souls of all the ponies we know and loved except they’ll have made them into their slaves... Either that b-boutique is destroyed, or our chances of reclaiming anypony are gone!” Luna told them, desperation and weakness filling her voice before she began swaying, falling to the floor unconscious.

End Chapter 6

Fluttershy

Fight or Flee? (Fluttershy’s Final Dilemma)

By: Clue Tzes

Chapter 7:

Fluttershy

Not a word was said after Luna fell to the ground. The Cutie Mark Crusaders exchanged worried glances with Fluttershy who simply nodded in return and fixed the Princess into a more comfortable position. After that, still no words having been spoken, they made their way into Ponyville, the sun reaching its first hour above the horizon on what would most assuredly be the darkest of days for Fluttershy and her compatriots. The way to the train station was as clear as could be. The skies above would be an issue later on though, as it seemed to them a storm was slowly approaching. Using a few gas canisters, Scootaloo, Sweetie Belle, Applebloom, Spike and Fluttershy began trailing gasoline around the town, each starting in a different area and ultimately leading their trail to the stage. The scent from the gasoline was strong, but the Crusaders had crafted makeshift muzzle-masks for each of them out of what they found in the forest, but they had to take the occasional break though if their heads began aching from the fumes. After this they took a small lunch break, sitting by the station and eating sandwiches they'd salvaged from an empty restaurant nearby.

“I can't believe we're seriously doing this...” Sweetie Belle began, breaking the silence.

“Ah know what ya mean, but it's the only way to make sure things don't get too much worse...” Applebloom replied, taking a bite of her hay sandwich.

“We talked through it... We didn't really have much more of a choice, did we? We’ve accepted our role and at this point there's no turning back now. By the time we finish, they'll have started waking up anyways...” Scootaloo solemnly said, setting hers aside.

“If we had a more efficient way to do this, or at least another few ponies, we'd be fine,” Sweetie Belle concluded.

“Well, ah reckon the most we can do now is hurry up an' finish dousing the homes... Then we gotta get that stockpile at the boutique like Luna said,” Applebloom reminded them.

“Well then Crusaders, let's get to it! We still need to siphon the train when we’re done too,” Scootaloo cheered, grabbing a full can of gasoline and running off to finish her job.

Fluttershy and Spike stayed with their backs to them the whole time, Fluttershy silently crying as Spike put his hand on her shoulder in comfort. She couldn't bear listening to the girls talk about their coming deaths, no matter how ok they were with it. She hated herself for not being able to come up with another way, but she had to accept that that was the end of it. They began getting up to go finish when they suddenly realized Applebloom and Sweetie Belle were still there.

“Ah'm just really scared Sweetie... Ah just don't get how Scootaloo ain't scared...” Applebloom confessed, looking at her friend.

“Sheis scared but I don't think she wants us to realize that. She's always headstrong that way, you know?” Sweetie Belle tried to reassure her.

Applebloom sighed and whispered back, "Sometimes ah wish she wasn't like that..."

Sweetie Belle stood and began walking towards the canisters, "Well, her being like that is one of the reasons we're friends. Actually, she was the one who said we should stand up for you at Diamond Tiara's cute-ceañera.”

“Ah said sometimes, not all the time...”

“Oh, right. Well, let’s get back to pouring the gas, we’re running low on time as it is,” Sweetie Belle suggested as she got to her hooves.

Applebloom nodded and followed suit, each grabbing a jerry can and rushing back to where they’d left off, putting on their leafy masks. Fluttershy wiped her eyes with a wing and began putting her mask on, saying nothing to Spike as he finished his food. Fluttershy began walking, picking a can up under her wing, struggling with its weight.

“Need a hoof?” She heard Luna ask from above her.

Fluttershy looked up, seeing the dark-blue alicorn smiling down at her. She quickly shook her mask off and nodded at Luna, returning the smile warmly. Spike walked up and tossed Luna the extra mask the Crusaders had made for her.

“S-so you’re feeling better I take it?” Fluttershy asked a few minutes later as they helped coat the last parts of Ponyville in the gasoline.

Luna nodded, talking through the mask, “Yes, it was a much enjoyed rest after everything that has happened. I feel ready for anything now!”

Fluttershy giggled to herself through the mask, emptying the last of her can and giving it to Spike who was on her back. “Well, I suppose that’s exactly what you needed,” she said with a smile hidden behind the mask.

“Aye, that is true. Fluttershy, may I tell you something?” Luna asked as she continued pouring where she could while backing up against the stage.

“Y-yes?”

“How it is you’ve managed to hold together so well after everything you’ve been through is remarkable,” Luna began as they walked back to the station to meet up with the Cutie Mark Crusaders, “But many trials still await you as you must know, even that of my sister…” Luna closed her eyes for a moment and sighed before continuing. “Nevertheless, I must say it has been a true honor to be able to fight alongside you, even if we technically haven’t yet,” Luna giggled at the irony and took on a more serious tone, “And I plan on fighting with you until all of this is over. I know things weren’t exactly ideal when we met, after my redemption, on Nightmare Night; but now I hope you can call me a friend, just as I can call you a hero. You’ve fought against them the most and have gathered quite the band of resistance so far. You’ve saved and killed ponies and here you are, smiling and giggling with me… A lesser pony would have fallen to insanity or suicide by now.”

Fluttershy blushed immensely, looking away from the Princess, “O-of course I can… Just because somepony frightens you doesn’t mean that you can’t consider them a friend. Sometimes being like that is something I just can’t help, but now I feel like those minor fears are just silly. I mean, look at how much worse things could be, and are… Even now though, I know whatever trouble lies ahead won’t be so bad because there’s always something worse. Maybe not for me, but for somepony somewhere… Of course, th-that doesn’t mean I’ll never be scared again.”

“That’s to be understood seeing as fear is not something one can beat entirely. We’re all scared of something, whether we know it or not… Let’s stop this talk though, the girls are up here and I’d rather them not have to hear it…”

Fluttershy nodded in understanding as the three of them pulled their masks off, breathing cleaner air finally. The CMC waved at them as they approached, a good number of gas cans still sitting next to the platform. Luna, Spike, and Fluttershy waved back as they rushed up to meet them, Spike holding on to Fluttershy’s back.

“I can’t believe we’ve actually done it girls… After everything that’s happened to us, it didn’t look like we’d get it all done but we really have,” Scootaloo said in satisfaction.

“Oh, yay, we doused the only home we’ve ever known and now we’re going to wipe it off the map!” Sweetie Belle cheered sarcastically.

“Come on Sweetie, we all know it’s what’s gotta be done…” Applebloom reminded her.

“I know, I know, sorry. Let’s just finish this all up while we have the time. What’s left?”

“Well, we’ve gotta put as much as we can under the stage, seeing as all of them will be there. Then we still have to get the Boutique done up well…” Scootaloo said as she thought more. “I think that’s actually it. So it’d be best if we split it up…”

“You three take the stage, we will take the Boutique seeing as there might be more traps left undisturbed. Plus, I think it’s better that no one with emotional attachment goes there, sorry Sweetie Belle. Even then, one of them might be in there.” Luna explained, giving Sweetie Belle an apologetic look.

“It’s fine Luna, I really doubt I’d be able to handle it too well, plus if somepony is in there we’d be done for,” Sweetie Belle admitted.

“So it’s settled then?” Scootaloo asked.

“Hold on a minute,” Applebloom interjected, “Why’s Spike bein’ so quiet?”

Spike looked up from his new spot next to the box holding the Elements of Harmony, Smarty Pants still in his claws, “Sorry girls, I’ve just been thinking about a lot today…” he explained with a sad tone.

Fluttershy whispered low enough so that everypony but Spike could hear, “I think he’s still upset about T-Twilight. Maybe we should leave him alone for a bit?”

Everypony nodded in agreement and then Scootaloo spoke up, “Alright, let’s get to it then. Come on Crusaders, grab whatever you can and bring it to the stage!”

The Crusaders nodded and began running over to the cans before Luna stopped them, “Wait! We’ll need a lot for the Boutique, so don’t take too many until we’ve finished, understood?”

They nodded and continue bounding towards the cans, beginning to drag them through Ponyville to the stage set up in front of the town hall. Once they got them there, they stopped, pondering where to put them.

“What do y'all think we should do with 'em?” Applebloom asked, leaning on hers.

“Well, we can't leave them out in the open and we need somewhere where they can do the most damage,” Sweetie belle concluded.

“How about right here under the stage? I mean, that way we not only have them hidden, but when the stage explodes it'll send flaming shrapnel everywhere, igniting it all even faster!” Scootaloo said excitedly.

“But, won't we also be gone instantly?” Sweetie Belle said quietly, hints of distress in her voice.

“Y-yea, I've been trying to avoid that thought this whole time... I don't think I could've gone this far had I not...” Scootaloo said, her voice going quiet as well.

“Well, at least ya got us there by your side! Everything will be alright Scoots, ah promise ya!” Applebloom said, pulling her two friends into a hug.

“Alright, I guess you're right. Let's keep putting them under here,” Scootaloo said, slipping from the hug and trailing gasoline under the stage to the point where the cans would be.

Fluttershy and Luna watched the trio drag their cans away as they trotted over, taking their own as well. Luna hoisted one onto her back, taking two more with her magic as Fluttershy was barely able to drag one with her hoof and wing. As Carousel Boutique came into view, Luna moved her hoof in front of Fluttershy to hint that she needed to slow down. Luna gently pushed the door open, looking around as daylight streamed in through the windows, illuminating the empty boutique.

“Wait here, I'm going to do a quick run-through upstairs to be sure,” Luna whispered, setting her gas cans right inside and moving to the stairs in the back.

Fluttershy waited by the doorway, shivering as she looked around her surroundings. She hadn't been in here in a while, but now that she was she was getting the same feeling she pushed away at Twilight's home.

Regret.

They had been her friends and here she was, planning to kill not only them but everypony else in the town.

“I-I can't do this...” she told herself aloud.

You HAVE to, it's the only way. Even then, there might be a way to bring them back. Very few things don't have a way to counter them. Even Discord’s chaos could be countered by your friendship Fluttershy; it's up to you to counter this...

She let her thoughts go silent as she pushed away the thoughts keeping her from going any further, “I c-can do this!”

“Can do what Fluttershy?” Luna asked as she came down the stairs.

“Nothing Luna!” She replied with a cheerful smile.

“Alright, and everything was clear upstairs, so we are good to go.”

Fluttershy nodded, propping the door open and dragging her can outside. Luna picked it up with her magic, helping her to connect the line of gas outside to the interior of Carousel Boutique. After they did that, they began pouring more gas around the bottom floor, setting the now half-full cans in the center of it, the pile growing towards the wall where Luna's crescent moon was burnt into the wallpaper. After a few more minutes, and about thirty or so cans, Luna and Fluttershy stood in the doorway of the building looking at the pile.

“Will it be enough?” Fluttershy asked.

“Hmm, I can enhance the explosion with a spell or two. It was one I picked up a while back out of curiosity, but I haven’t had a chance to use it. Unfortunately, that means there’s no way to tell how powerful it could end up,” Luna explained as her horn began glowing, the pile of gas cans surrounded in her magical aura.

After a few seconds both stopped and Fluttershy looked over to Luna, “A-are you done?”

“Yes, let's go make sure the Crusaders don't need any more help,” Luna said, turning and leaving the boutique, Fluttershy right on her heels.

Shutting the door behind them, they made their way back to the center of town as the Cutie Mark Crusaders finished putting the last of the cans underneath the stage.

“A grand idea girls!” Luna said smiling at them, her horn and the cans beginning to glow. “Are those the last of them?”

“Well, we could always siphon out what's in the train but there's not enough time. We've gotta start soon,” Scootaloo said, looking at the sun that was barely touching the horizon in its descent.

“I suppose you're right. Have you everything you could possibly need now?”

Scootaloo blushed softly, “Uh, maybe one last goodbye group hug?”

“I'm in for it!” Spike called as he came running up.

Scootaloo smiled, everypony else following suit as they all hugged one another, “S-so... This is actually it?” Fluttershy asked.

“Ah reckon so,” Applebloom replied.

“Yeah, well at least we made the most out of it!” Sweetie Belle reminded them.

“Now it's up to us to use the last of it to finish this!” Scootaloo said, determination coursing through her words.

“Good. Fluttershy, Spike, and I will immediately head to Canterlot to take care of things there after it all goes off. The station will be far enough for us to wait at until the first explosion, then we'll have to fly quickly to get away from the second explosion's blast,” Luna told them, looking at Fluttershy.

Fluttershy nodded in understanding, “I'll be able to manage, don't worry.”

“Good, then we will leave you to it. I just want to wish you all good luck; we're all counting on you. Farewell girls,” Luna said, turning and beginning to walk away.

“G-goodbye girls,” Fluttershy said, beginning to tear up as she turned and began running after Luna.

Spike nodded at the trio, “I don't know what's going to happen in the end, but for now I have a bad feeling. I only hope it's wrong. Goodbye girls.” He turned and walked away, following the other two.

The Crusaders exchanged confused and worried looks before Scootaloo shrugged, “Alright, let’s make sure everything is set.”

“Ah got a few fireworks hooked up on the sides, so when we set those off they’ll light the stuff,” Applebloom said, motioning to a few bottle rockets.

“And the sound should be good, provided we knew what we were doing when we hooked it up… We hit play on the music and we start singing, attracting everypony we can.” Sweetie Belle said grabbing the microphone.

“Are you sure you’re ready? Once we start, there’s no stopping. This sounds gonna hit all of Ponyville like a storm,” Scootaloo said, her hoof above the play button.

“Let’s at least get their attention first; it’ll be better that way.”

“Alright, whenever you’re ready Sweetie.”

The three companions walked away from the stage, their heads lowered, knowing that this was it for the Cutie Mark Crusaders. After a decent trek back to the train station, they waited there for things to begin, Spike clutching onto Smarty Pants while Fluttershy emptied the box containing the Elements of Harmony into the same side of her bag as Zecora’s flank.

“Why not keep them in the box Fluttershy?” Luna asked, watching the yellow pegasus pack.

“It’ll be easier this way… The box is unneeded weight and I don’t mind carrying them like this at all,” she told Luna with a half-hearted smile, “If we have time after this, maybe you could enchant my bag to help me carry more, if it’s not too much trouble…”

Luna nodded and turned away, realizing Fluttershy was just trying to keep her mind off of the fillies. She looked towards the town, and then to the horizon, despite the growing clouds in the sky she could still see the sun barely peeking over it now. She assumed the CMC were waiting until it was completely gone to begin.

Sister… We will fix things… I will return you to your former self… You will raise the sun once more and I will be by your side, raising the moon. I won’t let anything stop us from it now.

Spike clutched the doll, toying with the yarn and buttons on it as Luna and Fluttershy spoke some. He ignored it though, thinking only of Twilight, the mare that had brought him into this world and then tried to take him out. Whether or not it was her, could he ever face her the same way ever again?

You were always there for me, and I wanted to always be there for you but it looks like I won’t be able to. I love you Twilight and I hope you can forgive me for whatever happens to you tonight, if we can’t get things back the way they were before.

Fluttershy finished putting the elements in her box and stood there, her mind filled with the thoughts of all of her lost friends.

We had it so good before, and now look at it… Everything has fallen apart and I’m the only one left… I will fix this, for all of you… A-and we’ll have that picnic, like we’d planned to in the start, as friends again… W-won’t w-we?

Fluttershy blinked away tears quickly before regaining herself.

The Cutie Mark Crusaders stood in their positions in silence, waiting for Sweetie Belle’s cue to start. Applebloom thought of her family, Sweetie Belle focused on her family, and Scootaloo thought of Rainbow Dash, the same thought running through each of their minds.

This is for you.

Sweetie Belle screamed into the microphone with as much rage as she could muster, “WAKE UP EVERYPONY, WE’VE GOT A SHOW FOR YOU AT TOWN HALL. COME AND FIND US YOU MONSTERS!” She turned towards Scootaloo, “Wait for my cue to hit play. We have to get a good number of them here.”

Scootaloo nodded quickly, she knew she was ready.

The corrupted townsponies were just waking up as they heard the blaring voice call for them. They knew what had to be done to the intruders who wished for their reign to end. They all left their houses, the smell of gasoline not registering to them, nor the wet feel of it beneath their hooves. All that mattered was ridding the world of anypony who stood against them. With rage in their minds and darkness in their eyes as well as their hearts, they began reaching the stage, looking for an easy way up.

Sweetie watched them begin to gather, wincing slightly and beginning to tear up as she saw her parents in the angry crowd. Once she blinked the tears away, she noticed Big Mac and Granny Smith; a quick look back at Applebloom’s teary eyes told her she saw them too. The second Sweetie Belle saw a large number of them gathered around, she motioned for Scootaloo to hit it. So she did.

Spike, Luna, and Fluttershy heard the Cutie Mark Crusaders’ challenge as they sat on the platform of the train station. They watched as they saw the forms of ponies leave their homes, going towards the center of the town. Everything was working, not a single one would be left in what would be Ponyville for only a few moments longer. Clutching each other, the trio watched in anticipation to see if everything would go as planned, that was when they heard the music kick on.

Scootaloo slammed down the play button and rushed to Applebloom and Sweetie Belles sides, “Doesn’t look like we’ll get to see that dance number in action, huh girls?”

Sweetie smirked at Scootaloo, “Probably not, but we can still do some dancing if they get up here.”

“Leave the dancin’ to Scoots and me, you got a song to sing!” Applebloom said, wrapping her hoof around her friend and smiling.

Sweetie Belle nodded, snagging the microphone from the stand and got ready to sing, “Say it with me girls,” she whispered.

The other two nodded and got close, shouting in unison, “CUTIE MARK CRUSADER MARTYRS!”

Sweetie Belle listened to the rock music, a slower pace than their original, but still good enough for Scootaloo to have been ok with it. She heard her cue and began.

“Here we are where we began

Up on stage, as a trio

The Cutie Mark Crusaders have a return

But none of us can be called a hero.” She cut short as she saw ponies piling on themselves, finally realizing how large of a crowd of multi-colored assailants they had gathered. The dark-infested eyes glared at them, never blinking as they stayed close to the stage, growling and shouting, showing no signs of backing down. She shrieked as one or two began flying up there while others started climbing up, coming for them.

The trio in waiting sat there, listening to the music, tears in their eyes. They didn’t know when the end for their friends would come, but they each had a pit of despair as the anticipation and suspense grew within them. Spike stood up, facing the town and clutched Twilight’s old doll close to him.

“S-something’s wrong girls… I don’t know what, but I can feel it,” he whispered.

“Spike, a-are you sure?” Fluttershy quickly asked.

“Let’s just wait and see before jumping to conjecture, a few more seconds at least,” Luna said.

Spike nodded, holding tighter to the last connection he had to the pony he called mom, even if she didn’t know he considered her that.

Scootaloo and Applebloom began rushing at the approaching ponies, tackling into them and knocking them back off of the stage as Sweetie Belle picked back up with her singing.

“Everypony gather round

Take a step right up here

Come at us with fire in your eyes

For in the end it's us you'll fear

We can scream and we can shout

We'll take on each of you fierce and true

So come on at us now

There's not a thing you can do…”

She cut off again as the coming horde grew more in number, enough to make her begin to help Scootaloo and Applebloom knock them off, slowly getting backed towards the edge where the other two now were. She ran to their side, turning and backing towards the switch that would light it all up, swinging her microphone now as they kept fighting back the advancing crowd. She quickly put it back to her lips, singing with all she had left and letting every emotion she’d bottled the past few days come pouring out through her voice.

“The time has come,

The moon is high

Come on everypony

The end is nigh!

We've only got moments

Enough for one last ruse

So now we'll shout it loud

COME ON GIRLS, LET'S LIGHT THE FUSE!”

Sweetie Belle stomped back on the switch to light up the fireworks, waiting for the explosion that would take their lives, but it didn’t come. She stopped in stunned silence, fear and hope both void from her body. She felt absolutely nothing until the despair kicked back in.

“WHERE’S THE EXPLOSION?!” Scootaloo screamed.

“IT DIDN’T WORK! OH SWEET CELESTIA, IT DIDN’T WORK!” Applebloom cried out.

The angry mob began closing in quicker, causing the frightened fillies to charge towards them, keeping a few at bay as Sweetie Belle frantically thought of a way to light everything. They had no way to get any fire, unless… That’s when the name Applebloom had said clicked in her mind. Breathing fire was his specialty, even if only to send scrolls, but she couldn’t do that… She wouldn’t dare ask, but even then, maybe he already knew what was coming…

They heard the last words of the song and closed their eyes, ready to flee as the girls ended the fight with one stunning explosion followed by one more, but the first never came.

“Wh-what’s happening?!” Fluttershy frantically asked.

“It didn’t go off… IT DIDN’T GO OFF!” Luna realized, bellowing at Fluttershy in her Royal Canterlot voice.

“HELP US! SEND ANYTHING, OR ANYONE! PLEASE! WE. NEED. FIRE,” they heard Sweetie Belle bellow in a fit of hopelessness.

Spike closed his eyes, looking down, “I knew something wasn’t right…” he turned, handing Fluttershy the Smarty Pants doll.

She looked at him, feebly shaking her head as she realized what he meant to do, “Sp-Spike… n-n-no…”

Spike shook his head and hugged her, “Give that to T-Twilight when she comes back… I have faith in you,” he gazed at the doll, “Sometimes, you have to keep faith in yourself too, and that things will get better, even if that means you won’t be around to see them… Keep this doll for me and give it to Twilight… T-Tell her, she kept me going… She was why I chose to do what I am… So she could have things b-better again and tell her she’ll find a-another assistant someday, even if she doesn’t think so, I kn-know so… Tell her thanks for everything and I loved her for it all and even if I’m not there physically, I always will be in her h-heart, just like Smarty Pants was always there for her, before I could be. Tell R-Rarity I loved her as well, and always will… Promise me that Fluttershy… Please?”

Fluttershy nodded, tears streaming down her cheeks as she stared at Spike, hugging him one last time before falling to the station platform sobbing.

Spike looked to Luna, “Would you do the honors of dropping me off there? I’ll wait a few seconds before lighting it, don’t worry…”

She nodded; her eyes watery as well as she knelt down, letting the baby dragon climb onto her back. He took one last look at the sobbing pegasus who gave a frantic wave goodbye as he told Luna she was fine to go. Luna took to the skies quick, moving towards the center of the town where a massive amount of ponies were converging on the stage, moving towards the three fillies who were backed to the edge with even more assailants waiting below. Spike pointed down and Luna nodded, descending low enough for him to jump.

“Thank you Luna… I hope you get your sister back…” he whispered, hugging her before jumping down into the center of the crowd.

“Your bravery won’t be forgotten young dragon… Do not worry,” she whispered as she began flying back to Fluttershy.

Spike landed hard and immediately began clawing through the crowd of ponies that were now converging on him. His claws cut and scraped coats, wings, and flesh as he moved towards the Cutie Mark Crusaders. He screamed in rage, breathing fire at advancing ponies that were slowly engulfed in the flames, leaving their flanks behind. He kept fighting his way to his friends, eventually reaching them after wounding and killing a few others. They welcomed Spike into their hooves and they all whispered one last word before Spike blew fire at the gasoline, immediately igniting the tanks.

“Goodbye…”

Fluttershy lied there crying to herself as Luna took off, dropping Spike off after a few seconds. She looked up at the alicorn that was coming towards her when she heard the sound of the train beginning to chug.

“Wh-what?!” she asked aloud, fear and surprise in her voice.

She quickly trotted around the building, seeing her 5 corrupted friends looking out the window of the train at her as it began moving along, quickly moving up to top speed. “NOOOOO!” She shrieked at the top of her lungs.

It went unheard due to the first huge explosion ringing through the skies, knocking Fluttershy to the ground.

Luna saw Fluttershy standing on the platform and thought she saw the train starting to move, but the thought was quickly cut off as the first explosion went off behind her causing her to go deaf momentarily. She increased her speed, going faster than a Wonderbolt as she scooped the collapsed pegasus off of the front of the station platform, taking her off into a direction south of Canterlot.

Fluttershy looked up at Luna, frantically screaming and crying as she fought against her, “THE TRAIN! THEY’RE ON THE TRAIN! LUNA!”

Luna looked down at the fighting pegasus, feeling her grief at what she assumed was the loss of her friends. She saw Fluttershy’s lips moving, but her words were lost on Luna whose ears were still ringing from the first explosion. After a few more moments the second one went off, taking Carousel Boutique out of the picture, as well as another large chunk of Ponyville.

“THE TRAIN! PLEASE LISTEN! TH-THEY’RE GETTING AWAY!” Fluttershy kept screaming and wailing with no chance of being understood.

Looking back behind her, Luna saw some of the city had been leveled, and what hadn’t been was already being reduced to cinders, the entirety still aflame. A huge smoke plume arose from the burning city, adding to the already grey skies above as the first droplets of rain fell onto Luna’s muzzle. She sighed, knowing they still had much more work to do, but a short rest in the clouds would do them fine. Maybe then she could see what Fluttershy was so frantically fighting her for…

Fluttershy kept screaming and crying as she watched the Friendship Express take her tormentors off to Canterlot at top speed, barely escaping the explosion’s radius. She stopped fighting but couldn’t calm herself, and wouldn’t until long after Luna had landed onto the clouds she was staring at. With her home and most of the ponies she knew far behind her now and gone possibly forever, she relaxed in Luna’s hooves as they flew through the rainy night, still crying and screaming. She didn’t know what was next, but what she did know was that her fight was far from over…

End Chapter 7

End Fight or Flee? (Fluttershy’s Final Dilemma)