Flicker

Chapters

Chapter 1: New Horizon
Chapter 2: Gathering Storm
Chapter 3: Chasing Shadows
Chapter 4: To Kill A Nightmare
Chapter 5: Child Of Darkness
Epilogue

Chapter 1: New Horizon

Chapter 1: New Horizon

Skyjack's Log: New Horizon, March 29th

Entry One:

So here we are. By Celestia, I have to say, I've missed this. After almost three months on the ground, it's good to be back up here among the clouds again. You know, sometimes I almost wish I was a pegasus, damn cloud walkers can come up here and feel the wind blowing through their mane any time they like.

Still, as good as that would be I wouldn't sacrifice this life for any of that. It's amazing that captain Raven managed to get the Horizon airborne again so quickly. I thought she'd never see the skies again after all the damage she suffered getting out of Shadow Ridge. Part of me still can't believe any of us made it out of that damn death trap alive. Retch who paid us to go down there was taking his life in his own hooves when he refused Raven's demands for a bigger payment. But nopony ever gets between a captain and her ship that's for sure. Can't say I don't feel sorry for the old girl though, the ship I mean. I know how tough being stuck on the ground for so long is. A sky ship's meant to soar, and a skyjack's meant to fly them. I don't think Raven would have put so much effort into grabbing this job if it weren't so she could get the ship fixed. Taking care of the crew's one thing, but taking care of the ship's another altogether.

Funny thing too, whoever wants whatever it is we're going after this time must be quite the eager one. I've never heard of somepony paying to fix up a ship and offering to pay for the job all at once. I guess they don't know any other skyjacks willing to go out that far, or that reputation of ours is finally starting to pay off. Regardless, I'm sure captain Raven's got it all sorted out. Bet there's a reason she's not telling us squat either, not that she ever tells us more than our cut of the pay warrants anyway.

I suppose it's all gonna be worth it in the end though, if only to be up here again to watch the sunset beyond the clouds. We're somewhere over the south Celestial sea on route to Zebrica. I know it's a pretty far way to go just for some contract, but the old girl definitely deserves to be taken out for a long haul. Besides, I don't think getting back into the sky was ever anything any of us were gonna say no to, not that we're not a little bit weary after last time. Anyway, we should reach the shattered coast in a few days, then the jungle. After that, it's just a matter of finding somewhere to make port and finding out where this place Raven says we need to be is. I doubt that's gonna be easy with all the jungle out there though, not to mention the locals. By Celestia, I swear those stripes would have both my hind hooves if I let them, all just to try and rid me of some bad spirits and all that tribal rubbish.

Though, if they offered me some kind of immortality potion or the secret to some long-lost treasure I'd probably take them up on it. I won't lie, bits have been coming in pretty slow while we've all been stuck on the ground. Not that it matters now, the pay for this one is the best we've snagged yet, maybe I'll be able to retire once we're done. That's if this job's not anything like Shadow Ridge. By Celestia, I really hope it ain't.

********

In the warm heat of the late summer afternoon, the forest seemed to take a deep breath. The humidity hung over the wild trees like one great blanket, broken only as a gentle breeze blew through them causing the wet leaves to shimmer and sparkle in the dull light. The endless sea of thick green canopy was cut only by a muddy path, its long surface marred by pools and puddles. There was not a sign of civilization in sight, and the only evidence that anypony had invaded the pure heart of the isolated forest were the hoof prints left behind by four equine figures as they walked along.

One was a butter yellow pegasus with a long pink mane, another a prim white unicorn wrapped within a sparkling purple raincoat and boots. The third a lavender alicorn with darker purple mane and a baby dragon perched atop her back as she walked. To Fluttershy, Rarity, Twilight, and Spike, a trek into the darkness of the Everfree forest was nothing new, even if it was their first venture into the trees for some time. Yet for the last pony that accompanied them the seemingly blind journey into one of Equestria's most revered forests was not so casual.

"Starlight, are you alright?" Came the slightly concerned voice of Twilight Sparkle as she looked back to her new student.

Starlight Glimmer paused, her train of thought abruptly silenced by the sudden words of her mentor. She remained that way for a few long moments before finally opening her mouth to respond.

"Yeah, I'm doing fine." A sheepish laugh followed the lilac unicorn's words, and she glanced about at the gloomy trees with equally nervous eyes. "I just never imagined learning about the magic of friendship would mean coming so deep into the Everfree forest," she added, doing her best not to sound too disrespectful.

Surrounding the muddy road, the dense wall of thick vegetation felt like it was closing in on every side. Each moss-coated tree stood like a silent sentinel amidst the ghostly mist that lingered around them. Vines hung down from the rustling canopy like grasping arms ready to snare unsuspecting ponies. Bats drawn out by the coming evening sent quivers through the fog with their rapid wing beats, and the sound of many small forest creatures rang out as an invisible symphony of croaks and chatters. The whole forest felt like one giant, hungry beast, it's breath slow and paced as it systematically hunted anypony foolish enough to delve into its shadowy depths. A multitude of strange and inventive weapons at its disposal. In truth, it was a somewhat foalish way of seeing things, most ponies from Ponyville respected the forest. But many of them had seemingly lost the absolute dread that its sinister reputation garnered throughout the rest of Equestria

"Don't worry Starlight, it's perfectly safe. We used to come this way all the time and I know you're just gonna love Celestia and Luna's old library," Twilight assured her student, clearly trying to hide her own excitement. "There are books that nopony's read in a thousand years," she added, whispering directly into Starlight's ear like some kind of excited school filly.

Despite everything, the idea that there was knowledge at their destination left untouched for countless centuries was a very appealing one, and from books held by the princesses no less. Forgetting her fears was slightly easier with that promise in mind. Besides, she knew that both Twilight and her friends would never lead her anywhere dangerous.

"Twilight is quite right, darling. There's absolutely nothing to be afraid of in the castle," Rarity assured, looking up in an effort to stop herself from seeing the thick mud that marred her once shiny purple boots, and jacket.

"We certainly made quite the fool of ourselves the last time we allowed our fears to get to us," she added with a hint of embarrassment.

"Oh yes, how could I forget," Fluttershy squeaked in response, hiding her own slightly bashful look behind her long, pink mane as she smiled nervously.

"If by that you mean you girls were running around scaring the living daylights out of each other, then yes," Twilight laughed jokingly, shearing the giggle with her slightly ashamed friends.

"Hey, I wasn't running ‘round all frightened!" Spike declared bluntly, leaning back into Twilight's mane and crossing his forelimbs.

"Oh, sorry, Spike. So you're saying you weren't afraid of Pinkie and the pipe organ?" Twilight asked, a playful smile tugging at the corners of her lips.

The dragon opened his mouth and razed a claw to protest, but failed to come back with anything more than a dry stutter. Then he gave a disgruntled huff as his brow furrowed.

"Wait, Pinkie and the what?" Starlight asked, the possibility dragging her thoughts away from her unsettled feelings regarding the forest.

"It's a long story," Twilight responded with a light laugh, while Spiked just crossed his forearms and slouched again.

"Oh, Spike. You know sometimes it's okay to be scared? So long as you have a good friend to show that there's nothing to be afraid of," Twilight told the sulking dragon, both Rarity and Fluttershy nodding in agreement

"I'll say that to you next time you have to look at a plate of quesadillas," the dragon retorted swiftly, forcing the alicorn to wince as he snickered.

"Okay, point taken." She sighed in defeat, doing her best to hide the subtle dread that had come over her at the mention of the cheesy food.

"But seriously, Spike. Do you honestly believe I'd ever let anything happen to my number one assistant?" Twilight went on, not so subtly trying to change the subject.

"Of course, anypony trying to hurt my little Spikey-Wikey will have to go through me first," Rarity stated as she carefully trotted around a particularly large puddle. Her kind declaration caught the dragon's attention, and, smitten, he shifted to face her.

"Me too. I certainly know how scary something can be, but I'd never let anything happen to my friends," Fluttershy added, her weak confidence reaching its peak for a moment as she looked back at Spike and smiled.

Her brave confession was somewhat wasted on the dragon as his smitten eyes remained locked upon Rarity. The white unicorn resuming her graceful trot as the majority of muddy puddles disappeared behind them.

"I probably should have brought a notepad for all this," Starlight admitted sheepishly, as she observed just how good of a lesson she'd just witnessed.

"Don't worry, Starlight, you can learn just as much from experience as you can from words," Twilight assured her, ducking under a mossy vine that hung low in the road.

Starlight was about to offer her own answer, yet her words were forgotten as she watched the vine brush over Twilight's mane and sweep the oblivious Spike right off of her back. Calling out in surprise, the baby dragon fell right into the mud with a wet splat.

"Oh, my!" Fluttershy gasped as both she and the others swiftly turned back to aid their fallen friend.

"Spike, are you alright?" Twilight asked urgently, using her magic to help him up.

"I think so, that stupid vine came out of nowhere," he answered, brushing the thick mud from his purple scales.

"Oh dear, here allow me," Rarity said, magically producing a cloth from her jacket and wiping away more of the dirt.

Once again the Spike was at a loss for words, more than happy for the assistance as he beamed up at Rarity. Everypony else simply rolled their eyes.

"We should probably make sure this hits nopony else," Twilight said, as she magically levitated the vine up into the canopy.

"Quite so, it's a positively tacky thing," Rarity huffed as she finished helping Spike and set her magic to shifting more of the hanging vines.

Behind them, Starlight's eyes once again wandered off into the gloom amidst the dense trees. She was unable to shake the feeling that the whole forest was watching them, the whole place was unnaturally alive. She'd been all over Equestria in her time, looking for ancient spells and tomes all in her now forgotten quest for equality. Yet as flawed as that ambition had been, it had taught her a lot about the world. But she'd never seen a place quite like this, the whole forest radiated with a feeling that just seemed wrong.

"Urm, Twilight, could you please wait a minute?" The sound of Fluttershy's meager voice was almost lost to her companions as the yellow pegasus called out.

Even so, both Twilight and Rarity paused, a tangled mass of green vines magically levitating before. Fluttershy hovered up to the treetops cautiously.

"What is it?" Twilight asked, yet the question was on everypony's face.

"Urm, I don't think that's a vine," Fluttershy took one of the lengths in her hooves and was clearly trying her best not to sound patronizing.

As she did so, she pointed to the undergrowth at the roadside and true to her close speculation, more of the strange vine lay amidst the wild flora. Being the closest, Starlight was the first to take a look and levitated some of the tattered green material to look at it closely. The stuff seemed to be made from a tightly woven mesh of small fibers that twisted and curled in the unicorn's telekinetic grip. Muddy water seeped out as if it were some kind of sponge.

"She's right, this isn't a vine,” Starlight observed, looking back at the others. “It's rope."

At her student's observations, Twilight levitated more of the length down from the trees until it was sprawled around the muddy road like a coiled snake. After a few hard tugs, the rope slackened and pulled taught with a shudder of water droplets.

"What in Equestria is all this doing here?" Twilight asked, pulling hard on the rope as both Rarity and Starlight began to pull on other hanging strands.

Nevertheless, the ropes would not budge beyond making the whole canopy shake and rustle. It was almost as if they were pulling upon the forest itself, causing it to call out in pain as a series of loud creaks and groans echoed from amidst the leaves. But just as it sounded as if they may bring the whole tree toppling down, the rope finally snapped with a sharp flick and one half fell limply to the road as the rest sprang back into the trees like some kind of frightened animal.

"Fluttershy, fly up there and move the branches out of the way please," Twilight instructed, shaking herself free of her strained attempts to pull down the rope.

Reluctantly, Fluttershy hovered right up to the trees and tentatively brushed the tangled leaves aside, then a gasp escaped the winged mare. Below, everypony else was hard pressed not to do the same, even Spike who had reclaimed his seat upon Twilight's back, if only to get a better view. Directly above them, a curved wooden surface was almost completely consumed by the tree's, and upon its rotted face, a set of once elegantly written white words read simply. 'New Horizon'

"Well that's certainly something you don't see every day," Twilight observed as she looked up at what her intellectually brilliant mind had identified as the wooden hull of some kind of ship.

Everypony gathered around the bewildered princess, their eyes cast upwards to the wooden shape as the parted leaves rustled about it. The shadow of its mass was visible as a great, dark scar amidst the forest, leading far back into the depths of the trees. Furthermore, now that it was clear that the thing was up there, everypony began to notice more parts of its wreckage. Scraps of splintered wood lay hidden in the moist earth and many more ropes hung loosely, the moss and fungus that had begun to colonize their soggy fibers making them appear like tangled vines. Even some of the trees bore the scars of a ragged impact, and many more buckled and sagged under the weight of the wrecked bow.

"How do you suppose it got up there?" asked Fluttershy, gently floating back to the road with several soft wing beats.

"It must be some kind of skyship, I read about them a few years ago. Originally they were made by earth ponies thousands of years ago so they could trade with pegasi over long distances. Now that there is the Equestrian mail service they're not as common," Twilight gladly explained.

"Yes, I saw one in Canterlot a few years ago too. Although, that marvelous thing was renovated as part of a private collection. It certainly wasn't anything like this old wreck," Rarity added, sounding only a little disgusted as she waved a hoof up at a particularly large hole in the ship's side.

"That's just it though, most ships that fly today are either vintage or... " Twilight began, then she paused and narrowed her eyes. "Illegal."

As the word left her muzzle she became the focus of everypony's attention and was quick to elaborate.

"Princess Celestia told me about the skyjack trade once, that’s what the crew of ships like this sometimes call themselves. They're mostly thieves and mercenaries, griffins ponies, it doesn't matter. But all that usually happens far away from Equestria where the skies aren't too heavily regulated."

"That probably explains how it ended up here then," Starlight commented, earning a curious look from Twilight. The lilac unicorn winced slightly, fearing she may have interrupted something. Yet when anypony failed to add anything, she tentatively went on. "Well, you did say the Everfree Forest's skies aren't monitored by the pegasi so it could have slipped through," she elaborated.

"To think ruffians such as this coming so close to Ponyville? It's certainly unsettling, to say the least," Rarity observed, crossing a hoof over her chest and looking sharply away.

"It's downright creepy that's what it is." Spike shivered.

"One thing's for sure, it shouldn't be here," Twilight’s eyes followed the long shadow of the ship as it disappeared back into the trees.

The alicorn turned away from the road, her horn beginning to glow as she peered into the gloom and took a step away from the road.

"Erm, Twilight, where are you going?" Spike asked, tapping Twilight’s head as he tried not to look at the scary trees.

"Well, we can't just leave this here without investigating. If anypony is doing anything illegal this close to Ponyville, or Canterlot for that matter, I want to know," Twilight answered, her tone becoming firm.

"Yeah, but I think crashing may have put a stop to anything they were doing Twilight," the dragon retorted, eyes darting up to the shattered hull of the ship.

"He does have a point, Twilight. We'll be late to meet the others if we dally," Rarity added, moving up beside the princess.

The purple alicorn sighed. "I just want to take a quick look, I won't be more than a minute."

Her slightly eager tone didn't make it difficult for anypony to guess that there was more than just an urge to investigate in her reasoning. There was more than a little excitement there too, and it wasn't hard to assume that this was the first time the always open and willing to learn princess had seen something like this. She was almost like a giddy foal begging their parents to take them into some new toy store. The regal facades of it simply being her royal duty to investigate waned every second she thought about what she might find. Finally, Rarity gave a huff.

"Okay, but if I get kidnapped by angry sky pirates I'm blaming you Twilight," the alabaster mare said firmly, even though the look on her face partially told everypony she'd have no problem dealing with such a situation should it arise.

Twilight nodded appreciatively, before moving forwards into the twisting depths of the dense undergrowth, Spike clinging low to her back and trying his best not to look terrified as he was forced to dodge yet more hanging vines and branches.

"Fluttershy, are you coming, dear?" Rarity asked, turning back to her pegasus friend.

Fluttershy's eyes were stuck in a cycle of darting up to the ship and back to the forest around her as she stood like a yellow statue in the middle of the muddy road. Only with the sight of Rarity waving a hoof to get her attention did she finally respond.

"You want to go off the road, in the middle of the Everfree forest?" she asked timidly, not quite as concerned about hiding her fear as Spike was.

"Only for a short moment, dear. Besides, you can always wait here if you want to," The unicorn offered a reassuring smile before moving off after Twilight, taking great care not to get her attire any dirtier than it always was.

At that moment Starlight and Fluttershy both looked to one another with weary eyes, before the former finally spoke.

"I'm gonna go take a look. Like Twilight said, it's not every day you see a skyship like this," Starlight rationalized, unable to cover up the fact that despite everything, her own curiosity was blooming.

Fluttershy gulped, but nodded as the pink mare disappeared into the gloom after the others. She took another look up at the hull, then back at the darkness, then back up. The timid cycle continued for all of five seconds before the ship gave an almighty creek and shifted amidst the canopy. With a sharp 'eep' of alarm, Fluttershy jumped into the air and sped off towards Starlight's tail before it could vanish into the shadows.

"On second thought, I think I'll stay with you," she said with a nervous stutter, daring to glance back at the slowly vanishing road.

Starlight just offered a friendly smile and nodded as both of them pushed forwards through the thick vegetation. Nevertheless, as the shadows grew and the thick forest closed in about them, Starlight couldn't blame Fluttershy for her caution. An illegal sky ship not seen by ponies in Equestria for decades, crashing in the middle of one of the most dangerous places in the kingdom? It certainly was not a situation anypony found themselves in every day.

That was made all the worse as the muddy surface grew thicker under hoof, a mass of tangled roots, rotting logs, and fallen leaves the only things to break up the constant squelching. Puddles of water shimmered in the magical glow of Twilight's horn as both she and Rarity paused. Before them the trees hung low, creating a small tunnel under the ship as the huge pieces of shattered wood tilted downwards towards the ground. Both Starlight and Fluttershy stopped beside the others, looking ahead to where the part of the ship that had become lodged in the trees appeared to have been snapped in two. Sharp spikes of splintering wood jutted out at every angle as if the whole thing had been brutally twisted apart. Most lumps of torn rubble lay scattered over the trees like wicked decorations, half submerged in the tangled floor of the forest as the whole place had begun to slowly eat away at the invading object.

The tattered fabrics of what must have once been some kind of giant balloon hung down like a dirty, wet rag. Its surface was a sick patchwork of stains, rips, and moss. It covering the way ahead like a soggy curtain. Shifting the waterlogged sheet aside with their magic, Twilight, Spike, Starlight, and Rarity were the first to creep through, Fluttershy following close behind as her eyes darted to every part of the eerie wreckage. Hovering slightly, she bit on one of her forehooves nervously, looking to the dark interior of the front half as it slouched in the mud.

Beyond, the rear half of the ship slumped lazily, wooden innards and shattered cargo splayed out over the tangled forest floor. Barrels had been burst apart like watermelons and large crates bled seeping trails of vibrant alchemical powder. The battered remnants of several rusted cages also sat amongst the scattered wreckage, as did glistening hints of gold silver and gems.

At the point where the ship had split, each of its floors were visible as water dribbled down across their broken remains. Darkness swarmed within, the only break in its constant appearance the glint of metal as the magical glow passed by. It took a great effort not to think about the eerie gloom, nor the ravenous forest that was slowly trying to reclaim the land that the wreck had stolen from it.

Instead, the hole into the ship's shrouded interior was what captivated most attention, and Twilight was the first to move towards it.

"Well, they certainly won't be delivering this anywhere any time soon," she observed, dabbing a pool of runny, pink powder with her hoof.

"What gave it away?" Spike deadpanned, swiftly adding, "Can we go now? This place really gives me the creeps."

"Just a minute Spike, I want to see if there's anything to say how this got here," Twilight responded as she peered into the rear half of the ship.

"I think it's pretty obvious that they crashed, Twilight," the dragon retorted.

"He's right, Twilight, anypony who was on this old thing looks to be long gone," Rarity added, looking down at the mixing colors on the forest floor with distaste. "I can't fathom why anypony would go to so much effort to smuggle such things. Why this is no more than colored die."

"It's probably some kind of exotic arcane salt, it's sometimes used to make all sorts of horrible enchantments and spells," Twilight responded, glancing at Starlight.

The pink unicorn shied away slightly, reminded of what she herself had once been like. Yet she didn't feel that was Twilight’s intention. Instead, it sounded as if her mentor was looking for another intellectual opinion on the matter.

"She's right, I've seen ponies using stuff like this to make all sorts of things. It's highly flammable for one, in fact, an explosion might be the reason this thing ended up down here," Starlight explained, earning an appreciative smile for her mentor.

"I'm going to check the back, see if I can find anything in the captain's cabin," Twilight continued, before trotting further down into the ship's sunken rear half.

"Perhaps I'll wait here darling, this place is dirty enough on the outside already," Rarity responded, then glanced up at Fluttershy as the pegasus gave a small sigh of relief.

"Yeah, I'm staying out here too," Spike added, jumping from Twilight's back and running over to the others.

Twilight just rolled her eyes, then glanced at Starlight. "Starlight?"

The unicorn looked between her timid friends and her bold mentor. Then she glanced into the depths of the ship and gulped. There were a great many things in her mind telling her not to go into the darkness, then again she couldn't just let Twilight go alone.

"Yeah, I'm coming," she relented reluctantly, before tentatively trotting over to Twilight's side.

Twilight nodded before slowly making her way inside, the light of her horn chasing away the shadows like swarms of cockroaches. Starlight's own magic added to the illumination as yet more rows of smashed up cargo passed by. The whole place looked like it had been thrown into a blender. Heavy looking wooden boxes had been thrown about like simple toys, the metal frame of the whole ship had been pulled and twisted like hot taffy. Rusted tools were sporadically scattered across the floor. A small channel of water had pooled right in the ship's base and yet more trickled down from the sagging holes in the roof.

Yet there were some things that looked out of place even in the midst of the chaos. Sharp blades thrown into walls as if by hooves or magic, splatters of dried gray dust spread across the wall where they did so as if the wood itself had been bleeding. There were more deep scars in the walls further down, as if it had been frantically torn away. Stranger still, were the scorch marks, far too small to have come from the explosive force of magical powder. Stopping beside one particularly large charred stain, Twilight prodded a hoof at the blackened wood curiously.

"This doesn't make any sense, it's like they tried to burn their own ship or something?" she surmised in confusion.

Looking to the opposite side of the room, Starlight noticed a strange cylindrical tube made from what appeared to be some form of translucent crystal. It almost looked like diamond, yet that idea was betrayed by the fact it had been shattered like no more than frail glass. Inside was yet more of the dried gray substance, it almost looked as if the stuff had once been alive only to wilt away to dust like a plant without sufficient water. Sunken within it were several shards of strange, glossy black material.

Cocking her, Starlight looked to see two more identical cylinders either side of the first and several more scattered around the place, all of them utterly shattered. She took a cautious step closer and then felt something shift under her hooves. Clenching her jaw and closing her eyes at the initial rush of surprise, she looked down and shifted her hoof. Amidst the glistening shards of crystal water and mud, she could make out the broken form of some kind of rock. Its surface was a cold blue, almost frosty looking and marked by a glowing rune that flickered weakly.

"Did you find anything?" Came the sudden voice of Twilight, making Starlight almost shoot to the ceiling.

Catching her breath and collecting herself, the pink unicorn shook her head as she turned back to her mentor. "No, just some weird jars," she responded, pointing a hoof towards her peculiar discovery.

Twilight moved over and tapped one of the crystalline objects gently, before peering down at the strange dust and fragments inside.

"I've never seen anything like this, I've heard of ponies that can manipulate crystal. But they're all the way in the crystal empire," Twilight observed then levitated out one of the jagged fragments. "As for this stuff?"

Before she could elaborate further her words were cut off as something shifted above. Both ponies jumped as the sound of something scattered along the length of the ship, shaking dust free and causing the water to shiver. Both Twilight and Starlight looked at each other nervously before the former set down the black fragment and moved towards a set of stairs opposite from the breach through which they'd entered. It was clear that Twilight was reevaluating her decision to go any further, her own fear not too well hidden anymore. Yet after a few long moments of assuring herself that there was nothing she couldn't handle in here, not to mention no more scattering sounds from above, Twilight began to move cautiously upwards.

"Come on, let's just get to the cabin and get out of here. This place is pretty creepy," she finally confessed, as she crept up the stairs.

Glancing back to the relative safety behind them, Starlight reluctantly followed her mentor up the dirty stairs and onto the ship's second floor. There they found rows of tattered beds and yet more signs of carnage. The heavy furniture had been thrown around like leaves in a storm, and even the main support pillars of the ship were bent and buckled like mere twigs. Hammocks were twisted and tables uplifted, food and drink still visible as it rotted away in the waterlogged air.

"Strange, they must have still been eating when this all happened," Twilight observed, as her lavender magic revealed the chaotic remnants.

Even so, there was still absolutely no sign of any crew or anypony else for that matter. Not even (dare either of them say) any bones or bodies.

"Whatever had happened must have happened pretty fast," Starlight added, eyes passing along the rotting walls, only to make out several large scars upon them.

They were almost like claw marks, yet bore a ferocity that betrayed their modest size. Many more of the marks didn't look like claws at all, but instead like some kind of lash or whip had flayed the wood like it were no more than soft hide. Neither of them took too long to think about the eerie scene before Twilight slowly crept up another set of stairs. Starlight followed and allowed the darkness to reclaim its former hold over the ship's silent interior. Yet one strange image was soon replaced by another as both mares noticed that this set of stairs felt almost overgrown. It was strange to say the least, especially considering the fact that the forest had only just begun to regrow over the wreckage from the outside.

Stranger still, it didn't feel like any kind of normal vegetation. It was weak and gritty, crumbling like dust under the weight of their hooves. It covered the tight walls, making them looked like they were encased by an ever-growing spider web of thin vines. A chill filled the moist air sending a shiver down the spines of both mares. The further they moved upwards the more the dark veins seemed to have grown until they almost consumed the whole wall. Then the sight of Twilight paused in the opening ahead stole Starlight's attention. Creeping up to her mentor's side, she peered into the room, and at the sight, it wasn't hard to guess what had stop Twilight in her tracks.

Through a stained set of shattered glass windows at the rear of the room, a weak beam of sunlight illuminated the captain's chamber. A desk sat in the center, with a chair at its far side. So too did many more cabinets stand at either side of the cabin, as well as desks and a small bed. A door in the wall beside the stairs seemed to lead out onto the ship's now shattered decks, yet it was sealed by a great many locks.

That was not what was so unsettling, however, what was strange was the fact that the room was almost completely covered with a thick layer of fine gray vines, so much so it was if the whole thing had fused together. Just like in the crystal vases, the plant substance itself had become gray and withered, crumbling into dust at even the smallest disturbance.

"What in Equestria happened here?" Twilight finally asked, speaking the words on both ponies lips.

The alicorn moved over to the desk and around to the chair behind it, then she paused with a gasp and raised a hoof to her muzzle. Starlight was quick to join her, then she froze in a similarly choked manner as she saw what lay in the chair. A frail pony skeleton, its bones blackened and withered, was curled up as if they'd died in great pain. Yet all of that was almost indistinguishable from the large mass of now dead vines that encased them. Almost like the shriveled remnants of a fly caught in a spiders web.

"This must be the captain," Twilight surmised, recovering from her shock. "Must have died in the crash, or something."

Starlight's eyes passed over what remained of the withered body with both curiosity and cold dread. Death was nothing new to her or anypony, they just hated to talk about it. This felt different however, there was far too much mystery behind what may have happened to result in a demise like this.

"What about the rest of the crew?" Starlight mumbled, her eyes still fixed on the long-dead body.

Twilight didn't respond. Instead, she used her magic to yank one of the desks’ drawers free of the withered substance. Inside were several tattered notes, a scorched red journal and folded parchment almost untouched by the substance crawling all over the walls. As expected, Twilight swiftly set to reading all she could, then she glanced up at Starlight.

"So her name was Raven?" she stated, looking at the shriveled bones with a hint of sad respect before glancing back to the notes.

Starlight took another glance around the room, that cold chill still hanging in the otherwise humid summer air. Her wondering eyes were drawn to the small bed and dresser. A regal portrait of a jet black, pegasus mare with a shimmering coat sat just above them on the wall, mostly covered by the vines. Just like Twilight had said, there was a small plaque identifying her as 'Captain Midnight Raven'.

"That's weird, all the pages have been burned out of here," Twilight stated in confusion as she pulled out several more charred pieces of parchment. "All records of where they were going, where they came from, their cargo, it's just gone."

"Must have been up to something they didn't want anypony else to know about," Starlight offered her perplexed mentor wearily.

Twilight looked over to respond, but then something abruptly stole her attention, a scream. Both ponies’ heads shot up, their ears standing at attention. It had come from outside, right where the others had been waiting, and it sounded unnervingly familiar. Without a second thought, the pair rushed out of the room and galloped back down the stairs as fast as their hooves would carry them. Water splashed under the sound of their escape, and broken boxes were shoved aside. The sound of a struggle emanated from ahead. Audible over the sound of the running mares’ breath as they both galloped out into the wreckage strewn area outside the ship and slid to a halt in the mud.

"Goodness! Fluttershy, dear, I know how you love your animals but this..." Rarity stated as both Twilight and Starlight came to a rushed stop

"Rarity, what's wrong we heard you scream and then you..." Twilight gasped before her fears subsided slightly as the unicorn looked at her in surprise.

"Oh, good you're back. Now we can finally get out of this dreadful place," she said quickly, leaving no room for argument as she began trotting back in the direction of the road.

Only then did Twilight and Starlight see what Rarity had been talking about. Fluttershy was sat on the ground, her forehooves wrapped around a large oval. It had a smooth surface, almost like a dragon's scales and shimmered like polished marble in the dull light. From within, there was a faint blue glow. Like a light shining through a thick liquid, it flickered and pulsed in a manner almost like a heartbeat.

"Oh, but Rarity I can't leave it here all alone," Fluttershy protested, lifting the thing onto her back.

Both Spike and Rarity looked at their friend skeptically before the former moved back up onto Twilight's back and motioned for them all to leave.

"Fluttershy, dearest, I know how much you love animals but this... You have no idea what that is, or where it came from. Not to mention you found it in a place like this," Rarity said, motioning to the gloomy wreckage around them.

"I can't judge it simply on where I found it. I don't judge anypony else because of where they come from," The pegasus responded, and Rarity shrank back slightly.

"Wait, wait, wait," Twilight intervened. "What is that and where did you find it?" she asked, looking at Fluttershy.

"I think it's an egg, and I found it back there just in the bushes," The pegasus gladly responded, looking back at the thing with a smile.

Now it was Twilight’s turn to look skeptical, but at the look in her shy friend's eyes, she sighed. "Fluttershy no one knows animals better than you, so if you think this is absolutely necessary I can't argue," she admitted carefully, and Fluttershy nodded.

"Sorry Fluttershy, you're right it's just..." Rarity began to apologize sheepishly, yet even now it was clear her words were held back by doubts.

"I think what Rarity means is, you shouldn't go messing with something unless you know what it is. Remember Philomena?" Twilight added in an effort to support both of her friends.

"Don't worry Twilight, I know. I just don't want to leave a poor defenseless egg out here alone. There was no nest, I couldn't find any sign of any others either, so it must have been abandoned," Fluttershy responded, and this time nopony could find enough fault in her action to argue

Meanwhile, Starlight was trying hard not to think about what she'd just seen, and it wasn't hard to assume Twilight was blocking it out too. That had been a pony in there caught up in those vines, but maybe that was just part of the forest? The plants here did have a fearsome reputation after all. Even so, the images of the bones and the idea the forest could have done such a thing was all the more reason to get out of here. The forest seemed to agree, as before anypony could speak again there was a great rumble overhead. Once again the world seemed to take a deep breath, then a great gust of wind surged through the trees, as dark clouds began to materialize overhead.

"Come on, we're closer to the castle than we are to Ponyville, and we still have to meet the others," Twilight said as she began leading the way out.

"Don't have to tell me twice," said Spike as he pushed the low vines and ropes from his path.

"Good, I've seen enough of this place to last a lifetime," Rarity added, happily turning her back to the rotting wreckage.

There was another deep rumble of thunder, and a flash of distant lightning caused Fluttershy to jump slightly and timidly scurry after the others. Starlight took one last glance back at the rotting wreck of the skyship, the image of the skeleton encased in strange dead vines still fresh in her mind as her eyes passed over its battered surface one last time. It was a fire or some kind of explosion, a mutiny maybe? All perfectly viable reasons for why it had ended up here on the forest floor in multiple broken pieces.

"Starlight are you alright? We really should get out of her before the storm comes," Fluttershy asked, looking back over her shoulder.

Starlight looked up sharply, manufacturing a smile as she pushed the sinister thoughts right to the back of her mind and locked them away. All the while she was trying not to look at the flickering sphere that sat upon Fluttershy's back. Each time it pulsed that glow seemed to grow stronger as whatever was waiting inside shifted restlessly.

"Starlight?" Fluttershy pressed, and finally, the unicorn shook her head.

"Yeah I'm coming, certainly don't want to be stuck out here during a storm," She said quickly before walking up beside Fluttershy as the two trotted back towards the road.

Chapter 2: Gathering Storm

Chapter 2: Gathering Storm

Skyjack's Log: New Horizon, April 5th

Entry Two:

Landed in port something or other a few days ago, I really don't even know how to pronounce the names of all these Zebra settlements, never mind know how to spell them. Anyway, the welcoming party was as vibrant as ever, that being there wasn't one. No, we just made port and found a place to sleep for the night, as cheerful as that place was too.

I swear though if there's one thing these stripes can do right it's cook. Not that all that makes up for the fact they're all completely bonkers. I can't count how many times I got one telling me that I have some cryptic destiny or that I should watch out for bad omens, or even stupider things like ponies with beards. It's almost like they have nothing else to do all the way out here but talk a load of rubbish.

Well, I can say that I'm not parting with one single bit this time, no fortune telling, or freaky potions for me. Besides, the locals aren't the only ones I've got my eyes on. It all seems a little bit uneasy among the crew too, that's nothing new I know, but still Raven's usually told us something about what we're after by now. I don't know, it's like she, and all the stripes for that matter, know something we don't. Worse still only started feeling like that after Raven spoke to the zebra that's gonna lead us up into the jungle to find this place.

Apparently, he says it's cursed, but what the heck isn't cursed around here? You can throw some stick up in the air and it's gonna end up landing on some damn cursed rock, twig or something. One thing's for sure, I ain't being cursed because of some random bucking rock. Regardless, Raven seems to be taking things a damn sight more serious than usual, and anything that bodes ill for her does for us all, I always say. Stripe said something about a temple of the stars and making the worse out of ponies.

I didn't get the full details, didn't want to. All I heard was something about it being older than the world itself and home to the darkest of nightmares. Pretty much like every other hole around here if you ask me. Then there was something about the ink. Beats me what the stuff is, but the stripe says that anypony it touches will be cursed with a swift and painful death. Not only that but they will be cursed to spawn a daemon from the depths of their very soul.

Sounds like a load of horse apples to me. Do they really expect us to believe that the same stuff we use to write is gonna come and kill us all? Not to mention create some kind of evil monster? By Celestia, these stripes crack me up sometimes. There ain't no monsters out there other than the damn things that crawl about in the jungle, and we've been here and done that all before. No, all that's really out there for us is our new jackpot.

********

"There you guys are, we've been waiting here all afternoon," called Rainbow Dash as Twilight and the others trotted up to the large doors of the ruined castle.

"Ain't that exaggeratin' it just a little bit, sugarcube? We've only been here fer an hour," Applejack responded, offering her rainbow maned friend a wry look.

"Enough time to beat you in three hoof wrestles though," Rainbow responded smugly, prompting the farm pony to roll her eyes.

"Oo. Oo. Oo, are you two going to do another one,? How about best out of ten this time?" Pinkie Pie exclaimed as the pink earth pony jumped up and down behind Applejack and Rainbow Dash.

"I don't know, depends on whether AJ here's ready for another loss," Rainbow smirked, flicking her orange friend on the shoulder with a wing.

Applejack just grumbled something under her breath as she turned away from the pegasus with a huff and trotted towards Twilight and the others.

"She's right 'bout one thing, y'all are late," she said, yet there was little frustration in her tone as she smiled.

"Sorry, Applejack, we kinda got a little sidetracked by something on the road," Twilight confessed, ever so subtly glancing back at the direction from which she'd come.

There was absolutely no sign of the ship or anything out of the ordinary, or as ordinary as the Everfree forest could be. All she saw was the old rope bridge and the wall of trees beyond as they rustled eerily in the wind. The sky above had become home to a host of dark storm clouds as the rumbling of thunder grew ever closer. Applejack raised an eyebrow at Twilight's somewhat nervous confession and peered out into the trees.

"What kinda somethin’? We didn't see nothin' when we came through," she asked suspiciously.

"Neither did we, we only found it because Spike caught on a vine," Twilight responded, turning back to her friend as the dragon on her back sank with slight embarrassment.

Applejack looked ready to voice a retort to that, and even Rainbow Dash's attention seemed to be captivated by Twilight's words. But before either of them could speak they were interrupted by Pinkie Pie.

"Ooooooooooooooo!" The pink pony gasped eagerly, materializing beside Fluttershy, wide eyes peering deeply into the black object upon the pegasus' back. "What you got there, Fluttershy? It's all pretty and glowy and shiny!"

Startled by the sudden appearance of her excited friend Fluttershy gasped and jumped back. Only to end up fighting to make sure she didn't drop her fragile cargo.

"Oops sorry, didn't mean to scare you," Pinkie apologized, rubbing the back of her neck as Fluttershy finally steadied herself, though she needed a little help from Rarity's magic to do so.

"Yes, I think we've all had our fair share of startling situations today," the alabaster unicorn said flatly as Fluttershy took a breath and collected herself.

"It's alright, Pinkie, as for this little guy? I think it's an egg," she explained, looking over her shoulder at the object with a caring glance.

Within moments Pinkie Pie was back to her usual energetic self and bounced rapidly around the yellow pegasus with excitement.

"Wow, I've never seen an egg like this before..." She lifted a forehoof to her muzzle. "Actually, I've never seen anything quite like this before, it's all glowy. Almost like there's a party going on in there or something," Pinkie stated swiftly, earning a small laugh from Fluttershy.

"I've never seen anything like it either, Pinkie. But whatever it is, it was abandoned in the middle of the forest," she explained sadly, and Pinkie paused.

"Awww, that's terrible. Well, don't you worry little guy because Fluttershy and your good old auntie Pinkie Pie are here to take care of you," she said as she pressed her muzzle to the glistening surface of the sphere.

The thing gave a vibrant flash, the light shifting towards Pinkie's face as the dark shape within fidgeted eagerly.

"Wow, I think it likes me," Pinkie laughed, yet the only one to share the egg’s affection was Fluttershy.

Rarity made to place a hoof on Pinkie's shoulder, almost as if to pull her away from the thing. But she hesitated as she saw just how much the two seem to care about it and glanced to the others with concern.

"Ah take it that's got somethin' ta do with where y'all have been?" Applejack asked skeptically.

"Yeah, how come I'm never around when you guys find something really awesome?" Rainbow Dash asked in disappointment, her eyes focused on the flickering light within the egg.

"To be honest it wasn't really all that great, Rainbow," Twilight admitted, but that did little to dampen the pegasus' enthusiasm.

"You're quite right, it was a positively vile place. I'm just worried about... Well..." Rarity began as she trotted up beside Twilight, her words trailing off as she looked back at Fluttershy and Pinkie.

She wasn't the only one, both Twilight and Starlight bore the same look of concern. The latter especially, as the image from the ship played through her mind. But Twilight had seen it too, and she just seemed far more focused on other things right now. So Starlight assumed she should use her mentor's calm reaction to the situation as an example. Besides, what harm could a little egg do to the bears of the elements of harmony and one of the most powerful unicorns in the land?

"Ya care ta tell us what it was then?" Applejack pressed, the air of concern seeming to spread to her as well.

"A crashed skyship," Twilight finally sighed. "They're a rarity in Equestria not to mention mostly illegal, so I thought I'd take a look," she added.

"A sky what?" Applejack asked, but her confusion was swiftly interrupted by Rainbow Dash.

"You saw a skyship! Please tell me it wasn't one of those prissy Canterlot ones," she asked eagerly, earning a scowl from Rarity.

Twilight shook her head, but the pegasus' excitement only grew as she began to hover in the air beside Applejack with an eager expression.

"That's so awesome! I saw one in Cloudsdale when I was a filly. They said it could fly faster than any pegasus. Rainbow paused for a moment."Of course, that's before I came along and started flying," she added, rubbing a hoof to her chest confidently.

Applejack rolled her eyes, another low grumble escaping her muzzle. Then she looked up to the darkening sky as another distant rumble of thunder echoed through the forest.

"Well, y'all might want ta continue this conversation inside, storm's gettin' mighty close," she suggested, looking back down at her friends as the wind began to blow harder.

"Yes I think that would be best, Applejack," Rarity agreed trotting up the steps and towards the castle's grand door.

Applejack, Starlight, and Twilight were quick to follow as the thunder sounded once more and a flash of lightning lanced across the coming wall of black clouds.

"Fluttershy, Pinkie, come on, you don't want to be out here when it really starts coming down!" Rainbow called to the others, as she hovered above the door.

"Coming, Dashie," Pinkie called, forcing the pegasus' eyes to roll as the pair past under her and moved into the castle with Fluttershy's new found friend.

Seconds later Rainbow flew through the doors, closing them behind her as the first drops of rain began to fall upon the ruined stone and the darkness of the storm drew in to consume the forest.

********

"We didn't find anything," Twilight stated simply as everypony trotted along the long, stone hallway.

Both herself, Spike and Applejack led the way, with Starlight and Rarity close behind. Rainbow Dash hovered above just as she always did as both Pinkie and Fluttershy brought up the rear of the group, going on and on about what may hatch from the mysterious orb.

It seemed strange that neither of them felt as weary of the thing as everypony else. Yet that only made the others question themselves. Did Pinkie and Fluttershy's expectancy make them naive or did everypony else's refusal to do so just make them arrogant? Starlight, in particular, couldn't shake the feeling, memories of her past surfacing at the idea she may be some kind of bad pony. It was easy to attribute the thoughts to simple anxiety however, and she swiftly set out in search of a distraction.

The walls of the old castle were made from towering gray stone, the vast surface occasionally marked by a cracked pillar or tattered tapestry. Once or twice a pile of fallen rubble covered the floor, ruining the already faded rug that lay there. Over every piece of pony crafted architecture, the forest made its presence known. Small plants pushed through every narrow crack in the tone and masses of tangled vines clung to many of the walls. More hung down through the gaping holes in the roof or through the shattered windows, and in some places even large roots tore their way through the floor.

"Starlight came in there with me, the whole place was empty. Well, except for one thing." Twilight went on just ahead.

"Oh, an’ what might that be?" Applejack questioned carefully, and Twilight finally sighed.

"We found the captain, at least what was left of her. But it was old, whatever happened there happened some time ago," Twilight reluctantly explained.

"You mean you found a dead body? Wow, Everfree's really showing its teeth again," Rainbow said admirably, yet it was the forest that seemed to gain the majority of her respect.

"More like a pile of twigs than any bones. It was hard to make them out at all," Twilight added, then looked at Starlight.

"She's right, there was some weird vine stuff all over it, but it did look old," the lilac unicorn stated quickly.

"Well, Fluttershy certainly found somethin'," Applejack swiftly responded, glancing back at both the pegasus in question and a very giddy Pinkie Pie.

"Well that must have been the only one onboard, there was nothing like it on the half of the ship we searched, just some useless records and these weird, big crystal vial things," Twilight explained, once again looking back at Starlight for support.

All Starlight did was nod, the memory of the scorched parchment Twilight had found in the desk flashing through her mind. She felt that cold dread churning in her as she pondered why somepony would go to such great lengths to hide where they'd been.

"So where did she find that thang exactly?" Applejack asked, but Twilight merely looked at Rarity.

"I think she found it in the mud near the front half, one minute she was standing there, the next she had it in her hooves," Rarity explained, taken slightly off guard by the direction of the conversation.

"Well ah know if there's anypony good with animals, it's Fluttershy," Applejack responded reasonably.

"I am aware, dear, but don't you just look at it and well... I don't know, maybe it's just that place getting to me. But it feels rather odd don't you think?" Rarity asked, that concern still bright in her eyes as she awaited somepony's response.

"I bet it wasn't that scary, you'll have to show me when we head back," Rainbow Dash ordered, earning herself another sour glance from Rarity.

"Yeah, but nopony should go meddlin’ with what they don' understand. It's not safe, especially when that somethin' comes from the Everfree," Applejack warned, eying Rainbow sternly.

"I think when it comes to animals from the forest, Fluttershy know what's she's doing, AJ. She's lived on its edge most her life," Rainbow retorted, and Applejack frowned.

"That ain't what ah'm sayin' Rainbow. What ah'm sayin' is that now that thang's in Fluttershy's capable hooves there's no need fer anypony else ta go blundering around in the forest," Applejack argued, all the while Rainbow moved to retort with something witty before she was interrupted by Twilight.

"Applejack's right, Fluttershy knows what she's doing. Besides, I don't think anypony wants to go back out there in the storm,” Twilight said, silencing them both.

"So long as Fluttershy's new friend doesn't turn out to be some ugly baby dragon eating thing I'm fine," Spike interjected, slouching down against Twilight's mane.

"Don't worry, if it's that bad I know I'll totally be able to take it on," Rainbow boasted with a flex of her forelegs.

"Just like ya' took on that dragon?" Applejack asked wittily.

"Hey, that was different. I mean, it's not like a full-grown dragon's gonna come out of an egg that big, AJ," Rainbow argued, causing the farm pony to snicker.

"Hey, you're all not talking about Walter are you?" The sound of Pinkie's voice was so sudden that it once again made every pony jump. Even Rainbow Dash swerved in the air, then went to a great effort to cover up the fact with a wide swoop.

"Who's Walter?" Twilight asked, collecting herself.

"He's our new friend, silly. Or he will be, he just has to hatch first, which Fluttershy thinks is gonna happen soon. So I'll have to come up with a great big happy birthday party really quick. I'll need streamers, balloons, cake, and presents, can't have a first birthday without presents!" Pinkie explained rapidly, before gasping for air.

"Wait, wait, wait, you named the egg?" Rainbow asked in skeptical surprise.

"Of course, everypony's got to have a name, silly. Although, considering we don't know what he is yet..."

"He?" Twilight asked, raising an eyebrow.

"Yeah, I think it's gonna be a boy, call it a hunch," Pinkie said, waving a hoof dismissively.

"Well whatever it's gonna be, it's gonna need somewhere to hatch," Fluttershy added, as she trotted up beside Pinkie.

"How do you know it's gonna hatch anyway?" asked Starlight, as she received a very close look at the object.

The light within shifted once more, seeming to almost follow her eyes as they passed over its shimmering surface. It felt like there was something in there staring at her. She couldn't quite make it out but whatever it was moved like a sickly black liquid through the glowing soup, squirming and writhing as if trying to break free.

"Oh, well, whatever is inside seems very restless. I haven't heard it make any noise yet, which is what some animals do when they're about to hatch, but this species must be different," Fluttershy explained, glancing back at the egg over her shoulder.

The moment she did so, Starlight shied away and re-directed her eyes to the ruined corridor ahead as several large doors came into view. Everypony else other than Pinkie looked at Fluttershy with mounting skepticism. Even Rainbow Dash's bold confidence in her foalhood friend didn't seem strong enough to hold back her growing doubts.

"We'll take it to the library, I've been meaning to show Starlight some books anyway. So if you think it's gonna hatch at least we'll have something to read while we wait," Twilight offered, and Fluttershy smiled appreciatively as she expressed her thanks.

"Oooo, maybe we can find some books on eggs or one that tells us what it is, or what's gonna come out, or..." Pinkie began, but she was silenced seconds later by Rainbow Dash placing a hoof over her mouth.

"Okay Pinkie, I think we get it," she said with an ever so small hint of annoyance.

Pinkie Pie smiled apologetically and sank down at Fluttershy's side. "Don't worry Walter, your auntie Rainbow’s not always this mean," she whispered to the egg.

"I'm not that things aunt, Pinkie." Rainbow groaned as everypony moved through one of the crooked wooden doors, and into the massive library chamber.

"By Celestia, I've never seen so many books before," Starlight gasped as her shocked eyes passed over the towering shelves of ancient knowledge, all free for the taking.

The rows upon rows of old books towered upwards into the darkness that lingered amidst the great support beams of the arched roof. Rubble and deberry covered the floor, crushing tables and fallen shelves under its mighty weight. Nevertheless, it looked far cleaner than most ruined castles should. That illusion of clarity was somewhat hindered by the rain as it dribbled noisily down from several large holes in the ceiling, beyond which the swirling sky churned and flashed with bright lightning.

The bright flickers of the storm revealed stark images of the far side of the library, untouched by the magical glow of anypony's horn. In the gloom, there were more books, not to mention the head of a great alicorn statue that only looked a little unsettling as its stoic face was illuminated for mere seconds by the lightning. The only other light was that emanating from within the depths of the peculiar sphere as Fluttershy made her way towards a small doorway in the library's right wall, Pinkie Pie and Rarity trotting behind her. The former still moved with a giddy bounce in her step, while the latter had a look more akin to a concerned mother trying to ensure their foal won't go out and hurt themselves.

"Well at least this place hasn't changed too much," Twilight observed as her eyes scoured the towering shelves.

"I'll say, with the amount o’ effort we put into clearin' this place up," Applejack added, her words saturated by a hint of pride.

"So you want to take a look around?" Twilight asked, turning to Starlight eagerly.

Despite all of the anxiety building in her mind, and the constant images of what she'd seen on the ship rushing through her mind, Starlight couldn't help but mentally squee at the sight of so much untouched information. She'd not been all over Equestria searching for powerful magic for nothing, and now she'd hit the jackpot.

"Sure, although I'll have to find somewhere to start," she admitted, looking rather like an excited filly in a vast candy shop than one of Equestria's most advanced unicorns.

Twilight only smiled at the giddiness of her student. To her the sight of somepony else so willing and excited to learn was priceless, and the idea she'd been the one to induce such enthusiasm made her all the more overjoyed. At Starlight's words, she began looking over the great wall of books thoughtfully.

"I'd say take a look at the south-west wing, that's near where I found the diary of the two sisters so there has to be more interesting stuff there.” Twilight suggested.

"Yeah, just be careful you don't find any books hidden behind secret doors or anything," Spike added with a shiver, and Twilight's ears folded as she huffed.

"Thanks, but what about you?" Starlight asked, and Twilight swiftly recovered from her mild frustration.

"Oh, don't worry about me. I think I've got some research of sky ships to do, not to mention looking to see if I can find anything about our new friend," she responded, glancing back to the small sitting area into which the others had taken the orb.

The glowing object sat in the center of the room, a makeshift nest of soft cushions forming a ring around it as it flickered and shifted with increasing ferocity. Fluttershy watched it with wary curiosity, her sensible action only supporting the fact that she did know what she was doing. Pinkie Pie on the other hoof, was crouched like a dog ready to pounce on the thing, eagerly calling out every time she saw any sign of movement from her new friend.

"Well, while y'all are both doin' that, ah'm gonna go make sure no pony ends up hurting themselves," Applejack said, as she began trotting towards the sitting room.

Rainbow Dash looked to the farm pony for a second then back at the others as they began to move over to the shelves.

"Hey, I like books as much as the next pony, just not these kinds of books," she admitted, rubbing a hoof on the back of her neck before darting off after Applejack before anypony could question. "Hey AJ, wait up. If this thing turns out to be some kind of super dragon, I wanna see it too."

"Well, guess it's just us. Ready to find some books, Spike?" Twilight asked.

Her words ushered a determined salute from the baby dragon upon her back, and he muttered something along the lines of her number one assistant was always ready. Meanwhile, Starlight trotted over to the shelves Twilight had pointed out and after a long few minutes of looking, brought several interesting books over to the middle tables. It was no coincidence that she chose a table with a full view of the room to contain the majority of her friends. She was not about to wander off into the gloom or sit in the rain. Looking into the smaller chamber before her, she saw the others as they all watched over the glowing sphere between them with mixed expressions.

"Well, I can't find anything on our new friend, but I did find this," Twilight stated, both her voice and the fact she dropped a book down on the table beside Starlight almost making the unicorn jump right out of her skin. "At least I think it's similar... It's a charter of one of the first skyship trades from before even Celestia and Luna came to power.”

"That's wonderful, Twilight," Starlight responded, pressing a hoof to her chest as she slowed her frightened breath and collected herself.

Twilight just nodded then buried her face in the book. Spike jumped from her back and took a seat on the table between the two ponies.

"Funny, I thought it would have taken longer," he said, sounding a little bit dissatisfied.

"Well, what can you expect from Equestria's number one assistant?" Starlight asked, hiding her anxiety with a small laugh.

"Don't you know it," the baby dragon responded, leaning against Starlight's shoulder with one claw as he inspected the other.

"Of course Spike," Twilight added with only a small portion of her attention. "Well, according to this the only trade route that went right over the Everfree forest was the central Equestrian airway. But this is over a thousand years old so I have no idea how much that could have changed since then." Twilight seemed to be mumbling the explanation more to herself than anypony else.

"I'd be surprised if it hasn't," Starlight responded, closing her own book as she added. "Can you make out anywhere they may have come from?"

Twilight cocked her head as she thought, rubbing a fore hoof under her chin. "Given the way the ship was facing I'd say somewhere in the southeast, yet I have no idea, really. One thing I do know is that skyjacks are usually willing to transport anything for the right price, no matter what it was or what their employer would do with it.”

Starlight opened her muzzle to responded yet a great flash of lightning, and a booming rumble of thunder cut her off, not to mention put a stop to Spikes confident display as the dragon leaped up onto Starlight's back like some kind of terrified kitten. The sharp touch of his claws made the unicorn wince but no quicker did she feel the pain was she jumping to her own hooves and backpedaling from the table. From the holes in the ceiling, rain began to shimmer and dance as the wind picked up. It began hitting the table with a light series of pitter-patters, and the wet disturbance was enough to shake Twilight free of her research. Looking up, she closed her book in an effort to defend it from the water's assault.

"On second thought, maybe it's better if we read in there with the others," she suggested, nodding to the chamber in which their friends were sat.

"Yeah, that sounds good," Spike added, eyes fixed on the storm as he shivered.

Trotting toward the room, however, it was hard to hide the fact that there was little difference between the storm outside and the cold darkness within the castle. That freezing feeling of dread only grew as they entered the room and caught a glimpse of the glow that emanated from the center. The blue light flickered and pulsed with far more ferocity than it had ever done previously, as if the attention and presence of others was somehow awakening whatever was inside from its stillness. The image of the ship's wrecked interior passed through Starlight's mind again and she gulped, taking a seat furthest away from the thing as Twilight settled down with her new book just beside her.

The orb gave another heavy shudder and Fluttershy raised her head, studying the thing's action with a knowledge and understanding gathered over many years of seeing other creatures do the same thing. Pinkie Pie leaped up in anticipation, pausing in mid-air, then fell to the ground moments later as the orb did little more than twitch and shudder. She looked at Fluttershy, and the yellow pegasus gave a soft, little laugh.

"You can’t rush these things, Pinkie. It will hatch when it's ready," Fluttershy told her.

"I know, I know... It's just so exciting, are you not excited, because I'm so excited?" Pinkie exclaimed eagerly.

"Yes, Pinkie, we're all very excited to meet your new friend. But if you keep bouncing around you're gonna smash the thing before it even gets a chance to do anything," Rainbow responded reasonably, despite the tiredness in her dry tone.

"Rainbow's right, sugarcube. Ah think the last thing it needs is somepony jumpin’ around making loads o' noise," Applejack added, resulting in a reluctantly appreciative nod from Fluttershy.

Clearly, the yellow pegasus didn't quite have it in her to quell her friend's excitement, not while holding back her own with a sensible mask of clarity. Nevertheless, Pinkie sat back, making a motion as if zipping her mouth shut as her eyes once again became fixed on the restless sphere. Applejack leaned back and sat down beside Rarity who was still doing her best to hide her concern, by distracting herself with the state of her raincoat.

The same could not be said for Starlight as she watched the flickering light grow ever more violent within the shimming shell. She could feel Spike peer up over her head tentatively, then there was a small crack.

Everypony stood up sharply, even Twilight was torn from her book by the sound as the orb shifted and gave another small sound. Starlight felt her heart began to race and her skin crawl as it moved again, and everypony other then Fluttershy and Pinkie looked at one another. Rarity even went as far as taking a wary step back.

Fluttershy glanced up at her friends, and Pinkie Pie looked directly down at the orb as a small split broke open across the top. The pink pony mumbled something from behind her sealed lips as the crack grew like a spider's web across the black shell and the blue glow surged brightly, then it flickered out and died. Fluttershy's eyes widened in alarm and she crouched down to peer into the inside of the sphere as it went dark. Then there was another shudder and the thing's whole top cracked open with a firm shake.

It all happened in an instant. The top of the thing exploded in a shower of small shell fragments and a vicious, black slime. Fluttershy scurried back along the floor in surprise, her legs kicking in the dust as she did so. Meanwhile, the surge of black liquid struck Pinkie right in the face. There was a steaming hiss, and an intensely pungent smell filled the room as the pink pony let out a painful scream. Her self-imposed silence broken, Pinkie's mouth tore open through the sticky black mass, before the ever-bubbling slime forced her face to contort. The goo flooded back across her coat with ravenous hunger, silencing her yet again. Several more splashes of the stuff struck her legs and in an instant, they began to twist the flesh into repugnant black growths and swollen blisters. Everypony rushed forwards in alarm, only to be forced back as Pinkie kicked and bucked with muffled cries of terrified agony.

Applejack moved to grip her hind hooves but received a frantic kick to the face for her efforts. Rainbow Dash darted to grab from overhead but was caught dodging more of the black slime as it was flung about the room by Pinkie's frantic thrashing. Even the magic of telekinesis failed to do anything more than force every unicorn in the room to wince in pain as the black substance turned their magic into a foul dark aura. The pool of solidifying black goo around the shattered sphere didn't help as it crawled its way out across the floor. In her panicked flurry, Pinkie Pie frantically spun through it and yet more of the stuff latched onto her hooves.

Then the mass upon her face began to twinge and convulse as it tightened. Bubbling blisters began to sprout from the twisting dark mass as it spread down her neck and over her ears, fusing them back into her skull. Forced back to the very edge of the room nopony could do anything as Pinkie gave one last muffled scream, her throat gargling as if it were filled with liquid. Then there was an ear-splitting crunch and Pinkie shuddered violently, her body sagging for a short moment. Everypony felt a deep dread as their afflicted friend stood there swaying like a ghostly statue for a long moment. Finally, as they dared place their hooves forward Pinkie Pie reared up and blindly bolted from the room as fast as her grotesquely twisting limbs would carry her.

Chapter 3: Chasing Shadows

Chapter 3: Chasing Shadows

Skyjack's Log: New Horizon, April 10th

Entry Three:

No matter how many times we come to this damn jungle it just seems to always get worse. Had five of the crew down with bites from some kind of giant bloodsuckers, some idiot nearly got themselves eaten by a giant plant and don't even get me started with them Celestia damnd leeches. I swore the freaking things know how to get everywhere, and that's not even the worst part. The damn stripe who was supposed to be leading us got up and tried to abandon us all in the middle of the night. Luckily nopony ever gets past Raven, she got him good.

I sincerely hope that whatever it is he keeps rambling about is worth all this trouble. We didn't come all this way for a stupid zebra rambling about a place so cursed he's willing to just get up and ditch us to avoid having to even step near it. I still think it's a load of horse apples, there ain't no place in this Celestia forsaken jungle that can get any worse. Still, we had to drag him kicking and screaming up the front of the temple. Whole place was huge, not to mention completely overrun by the jungle.

Most of the main entrance looked like it had collapsed some time ago so we had to make our way inside through a small hole behind one of the pillars. Good thing we have some of that fire salt spare too, otherwise there's some doors we might have never made it past. As for the inside of the place? Well, it was definitely nothing new. It was dark, smelly and covered in creeper vines. Half the walls are just full of those funny looking inscriptions that no ponies ever gonna bother to read, and the images? Well, I can say that I've been to a lot of places in my time and ain't seen nothing like what was carved onto those walls. All seems to be something to do with that star mumbo-jumbo you always hear stripes going on about. I can say one thing though, there ain't no stars down there; place was pitch black.

At least I think it is, some of the others kept on saying they saw something in the darkness. Don't know what, just kept saying that same something moved in the corner of their eye. Others say it's a flicker, like a candle or something. I know I didn't see anything in it but stone and tunnels, but that was before we hit the mother lode.

A great big room right underneath the middle of the mountain, or so the stripe said it was when he wasn't rambling to himself. Still, treasure wasn't like anything we'd found before. Room was full of these weird crystal pillar things. Each one of them was sat on a stone pedestal and all of them were arranged in this weird ring around something in the middle. Once again can't say I'd seen anything like it before. Then again, right there and then, I didn't care. I was one of the first to climb down to take a look, and I swear each of those shards looked like they were made of diamond.

Every one of them had this weird glyph thing floating over it, Raven said it was some kind of frost talisman and that if we take any of the things we should make sure they stay frozen. Of course, that meant we had to transport the crystal while they were freezing cold. That was fun, almost got frostbite in the sweltering jungle for Celestia's sake. Not only that, but the stripe was not happy. He kept rambling on about desiccation and the fact we were all doomed to die before somepony had the sense to knock him out. Only thing I know I'm destined for was a pocket full of bits when we get home, think that was what was going through everypony else's mind at the time too.

Raven didn't seem all that happy about it though. She was too busy looking at the thing in the middle of all the treasure. Don't get me wrong about the captain, she's the greatest one any of us could ask for. But she's not shy on the superstitions either. She’s had somepony tossed in the brig for even scratching a mirror after all. It was the way she was looking at that thing though, it didn't look right. I didn't get a clear view of what it was before we left, looked like some kind of big throne to me. Couldn't see through the dead vines, damn things were growing all over it. Best I can say is it looked way off, and I'm just glad we left it all when we did.

******

Every horrified set of eyes was fixed on Fluttershy as the pegasus began to rapidly hyperventilate. Nopony had the nerve to condense what had just happened, nor did any have the courage to even believe it was real. But the black substance that now coated the middle of the room and the absence of Pinkie Pie forced each of them to consider what they'd just witnessed. One thing was for sure, none of them had heard a scream quite like the one Pinkie had cried before rushing from the room. It made even the blood of the bravest among them run cold. After a long moment, the still silence was broken as Rarity made her way cautiously around the black mass, and tried to comfort the terrified Fluttershy. Seconds later, Rainbow Dash edged towards the shattered orb and the slowly withering black slime.

"Wait, don't go anywhere near it," Twilight instructed, razing a wing to block Rainbow's path.

Rainbow fixed the inky mess a stern look as it began to wilt into a dusty gray sludge, but she made no effort to move past Twilight.

"She's right, we have no idea what that stuff is. Don't want it gettin' on anypony else," Applejack reinforced Twilight, as both ponies studied the withering mess from a distance.

Starlight cautiously made her way up to Twilight, Spike shivering furiously as he peered over her head. The unicorn's thoughts ran wild, and she could see from the mix of things welling in Twilight's eyes she wasn't the only one who was terrified.

"Well?" Rainbow Dash snapped impatiently, ushering the others to look up at her. "That thing just attacked Pinkie, why are we all just sitting here?" She pointed towards where Pinkie Pie had disappeared.

Thoughts once again shifted within the minds of Applejack, Twilight, and Starlight. Opposite the trio, Fluttershy merely sniffed as tears escaped her. Rarity didn't seem to be faring any better, but she valiantly held back her own horror for the sake of the mare she was trying her best to comfort.

"Rainbow Dash, please stop shouting," the white unicorn scolded in a whisper, her gaze shifting nervous to the gloom about her as if she were afraid something would hear her.

Rainbow Dash frowned, appearing almost angry. "Pinkie Pie was just attacked by some kind of strange thing and you're telling me to stop shouting? We need to go and find her now," she declared bluntly.

"You're right, sugarcube. But Rarity's right too. Shoutin' won't get us nowhere. Now ah say some o’ us go out an’ find her while the rest make sure this damn thing don' get any worse," Applejack suggested, nodding to the shattered sphere.

"You mean split up. AJ, are you insane? Every time anypony splits up it never ends well!" Spike exclaimed in panic, raising a claw to his head.

Applejack shot the dragon a slightly disapproving look, but it was clear she understood what he was trying to say. Everypony else didn't seem to like the idea anymore then Spike did, and the longer they were silent the more impatient Rainbow became.

Within moments she was ready to take off after Pinkie alone, then Twilight finally spoke. "No, we all stick together and we find Pinkie Pie before this get's any worse."

"What, it's not bad enough already, didn't you hear her?" Rainbow asked in frustration, yet the remark only earned her a wide range of disapprovingly afraid looks.

"Rainbow, you lead the way. Starlight, Rarity and I will light it, Applejack, you make sure we don't miss anything behind us," Twilight instructed, the situation molding her into the leader as she levitated Spike onto her back. "You don't leave my sight okay?" She told the baby dragon firmly.

"Don't worry Twilight, I'm staying right here," he responded timidly, clinging close to her mane.

Immediately her instructions were put into effect as Rainbow darted out of the room and everypony began to follow. Rarity nodded as the alicorn approached, her own blue magic sparkling to life. The moment the alabaster mare trotted away from Fluttershy, Twilight wrapped a hoof around the pegasus. Nevertheless, the best the sobbing mare could do was repeat how sorry she was.

"Don't worry, Fluttershy, it's not your fault. We'll get her back I promise," Twilight told her sincerely, all the while staving off the idea that those words may not be entirely true.

"That's right, don't you worry yourself about it, sugarcube, ya' couldn't have known that would happen," Applejack added, as she helped Fluttershy to her hooves.

"That still doesn't mean it didn't," Fluttershy whimpered under her breath, causing both Twilight and Applejack to wince.

"Hey, are you guys coming or what?" Rainbow called back from the door.

"By Celestia, I swear if she shouts once more she's going to give me a heart attack," Rarity grumbled, pressing a hoof to her chest.

Twilight and Applejack offered the white mare a sympathetic look before they moved out of the room after Rainbow. Rarity wasn't far behind, leaving only Starlight to glance at the now almost stone-like mass that had only moments ago attacked their friend. Her mind flashed to what she'd seen in the captain's cabin and she gulped. She really hoped she'd been right, and it was merely the forest that had ensnared those bones.

********

"Pinkie Pie! Hey Pinkie, where the hay are you!" Rainbow Dash called out into the dark expansive maze of ruined halls and corridors as everypony trotted by beneath her.

Nothing but the distant roar of the storm outside responded as it echoed through the long emptiness like the call of some great beast. Shadows filled every corner and gloom loomed everywhere beyond the reach of the magical light. The darkness swarmed around them as if it were hungrily awaiting its chance to strike. What had once been unsettling was now nothing short of terrifying, and it didn't seem that anypony was afraid to admit it. Something awful had happened to one of them that much was clear, something that nopony understood.

Still, they'd been wandering the ruins for what felt like hours, and there was still no sign of Pinkie Pie. Despite their previous visits, none of them truly knew how large the castle's interior was, and only now did they all seem to reconsider just how expansive the vast maze of tunnels and halls actually were. Standing on either side of the walkway were faded paintings, each one of them a ghostly portrait of a pony who seemed to watch their every step with one looming eye. In the magical light that illusion only seem more prominent, everypony just hoped it was their minds playing tricks on them. Occasionally the darkness was torn apart by a bright flash as lightning shone in through the rain-strewn windows, followed swiftly by the angry boom of thunder.

"Pinkie Pie, come on Pinkie where are you?!" Rainbow continued to call, but this time her shouting did not go unanswered.

There was a shifting ahead, and in the ghostly light, one of the wall tapestries fluttered. There was another bright flash of lightning and in the wake of the brief image it offered, everypony was left wondering whether the sickly looking black figure they'd glimpsed was real or just another trick of the mind. It almost seemed to look up at them with a weeping expression of black tar, but before anypony could even consider the stark sight, however, it was consumed by the shadows.

"Pinkie!" Rainbow shouted quickly before moving to dart ahead.

She was abruptly pulled to a halt by Applejack as the farm pony grabbed her tail and yanked her to the floor. Whatever was ahead of them gave another weak shuffle then fell utterly silent as Rainbow turned towards Applejack with a glare.

"Hey, what gives AJ?" She asked bluntly.

Spitting Rainbow's tail from her mouth, Applejack responded with a firm tone. "Nopony's goin’ running off, not alone."

Rainbow crossed her forehooves with a huff as her brow furrowed. Meanwhile, everypony else seemed to be agreeing with Applejack.

"Fine, but I'm only staying because you guys are too chicken to go by yourself," Rainbow stated as she trotted forwards, everypony else close behind her.

"Ya know ya can admit y’all are scared, ah' ain't gonna hold it against ya this time, sugarcube," Applejack offered, but Rainbow shook her head.

"I'm not saying I'm not scared. But I'm scared for my friend, not myself," Rainbow conceded, giving the farm pony another stern glare.

"You're not the only one Rainbow, I can promise that," Twilight assured her, but once again the words did little to soften the terrified determination in Rainbow's eyes.

"Quiet please, the sooner we find Pinkie Pie and get out of this dreadful place the… ." Rarity interrupted, yet her timid words were cut off by a shocked yelp.

Everypony turned to the white unicorn in an instant, horns, and hooves ready for anything that may leap out from the darkness, only to see Rarity frantically shaking off one of her boots. But as the shimmering purple attire hit the floor nopony relaxed. Covering its bottom was a splash of squirming black slime that writhed as it tried to gnaw its way through the purple rubber. Rarity backpedaled from the boot in alarm as the black slime swiftly began to wither.

"What in Equestria is that darn stuff?" Applejack shouted, the light smell of burning rubber filling the air as the slime sizzled, before finally dying.

"I have no idea, but everypony watch your step," Twilight responded, panning her horn's light outwards to reveal a trail of vague, black hoof prints upon the aged carpet.

"Pinkie!" called Rainbow again, as she peered off to where the prints vanished into the gloom.

"Rainbow Dash that is it, I have had enough of your…" Rarity cried in a panic, only for her words to wander off once again as a distant sound echoed up from the darkness.

"Sush, all o’ ya'. Don' ya' here that?" Applejack asked, motioning for quiet with a raised hoof.

Everypony's ears stood tall as their eyes scoured the shadows, then that sound drifted forward again, the sound of a weary moan. It sounded strained and wet as if forced from a sore throat clogged by a cold or flu. Most unsettlingly of all, however, was the fact it sounded very close. Both Twilight and Applejack were the first to creep forwards before they were swiftly joined by Rainbow as the pegasus encouraged Fluttershy into the air and away from the ravenous trail of black slime. The trail went on for a few more meters down the corridor, each step seeming to become more sluggish until whatever had made them looked be desperately dragging itself along the floor. With each passing step, the stuff seemed more fresh and alive, as if it could not survive on its own for more than a few minutes.

Then there was another garbled moan and everypony paused as something shifted in the gloom. This time the movement was sluggish and rough, the breath rasping and watery. Just ahead the prints took a sharp turn into a small side arch and slowly everypony crept up to it. Who, or what, was inside gave another weary moan, that was swiftly followed by a pained shriek. An acrid smell filled the air, and those that didn't gag at the stench perked their ears as a sound akin to many wet rags being torn in two bubbled up from within the room.

Then there was a horrific. reverberating cry of pain. That was abruptly silenced by a sickening loud splash, then a soft thud as something wet hit the floor. This time there was no stopping Rainbow from rushing into the room, and both Twilight and Applejack rapidly followed her. Nor did the others think twice about it, if only to avoid being left alone in the darkness. Starlight and Rarity came in behind the others only for their hearts to stop and their innards to churn with sickening disgust.

One of the rooms crumbling walls was marred by a gruesome black stain that bore the faintest hints of red. The substance was sprayed out over the walls as if it had erupted outwards in one great burst, like some kind of horrific zit that had sprouted from the stone itself. Almost every piece of furniture close to it had been covered in a fresh coat of writhing black slime, yet that was far from the worst part.

Splayed out in the epicenter of the horrid expulsion was the mangled form of what appeared to have once been a pony. Now reduced to naught but a ragged black rag of tattered meat clinging to the frail bone as it was pinned to the wall by the slick slime. Anything that may have identified what it once was, was gone. Fur, skin, even blood, and innards had been corroded into nothing but inky blackness.

Everypony gasped. Fluttershy fell to the ground, unable to even weep as she desperately tried to look away. This time there was no Rarity to comfort her. Instead, the white unicorn was overcome by disgust and vomited into a corner. She didn't look like the only one who was struggling to keep down their last meal. Starlight had to swallow a bile churning in her gut and straighten as she trembled violently. Twilight covered Spike's eyes with a wing, as her own eyes bravely studied the gory black mass. Rainbow Dash was forced to the ground beside Applejack as both the acclaimed iron ponies were hapless to comprehend the gruesome sight before them.

"Twilight?" Applejack finally asked, her voice only a few levels above a whimper. "Please tell me ya' don't think that's… ." The alicorn looked back solemnly.

"No, Celestia damn it, that's not her!" Rainbow lurched forward only to be pulled back before any of the slime could touch her. "Let go of me, AJ!" she snapped as she turned to face the farm pony holding her tail.

"No, Rainbow, now ya’ listen here this ain't no kind of game... This, this… ," Applejack’s words fell flat as she looked at the tears massing in her friend's trembling, magenta eyes.

"This is what, AJ?" Rainbow demanded dangerously.

Before anypony could respond however, there was another shift in the room. A light, animalistic clicking sounded to the left of the gory fountain. Everypony froze, before Twilight slowly crept towards it, horn lowered to attack. Then she jumped as the stained furniture shifted with a loud bump. Within seconds Twilight turned the far right corner of the room into a lavender bonfire with her magic. For a long moment, there was nothing other than the flickering of the flames. Then there was another in-equine call and slithering movement under the furniture. The blackened tables and chairs shuddered loudly as whatever was beneath them dashed for the door. Fear summoned another set of magical assaults from the alicorn, but once again all they did was mar the walls with scorch marks.

"Woah, Twilight," Applejack finally said, placing a hoof on her panting friend's shoulder.

The flustered princess looked back at her friend with shimming tears in her quivering eyes. Yet before she could say anything Rainbow Dash flew over to the edge of the room and called out.

"Hey, look at this." She pointed to the carpet with a hoof, where a long trail of sleek, black slime snaked its way out from the splattered mass and off through the door. Its worm-like movements were far from that of any equine.

"Come on, we gotta get the hay out o’ here an’ figure out what ta do," Applejack muttered, as her eyes nervously followed the slimy trail.

"You have to be kidding AJ, we can't just go what about…?"

"Ah can see that, Rainbow. But what do ya want me ta do?" the farm pony snapped, gesturing to herself firmly before the pegasus could finish.

Rainbow's dangerous glare returned as she looked between her friends and the sickening mark on the wall. There was a mix of emotions more turbulent than the thunderstorm raging outside behind her eyes.

"Look you're both right, we can’t stay here and we can’t just let whatever this is stay here either," Twilight suddenly declared.

"Why not, there's plenty of dangerous stuff out here?" Starlight offered, fear demanding she do everything she could to get out of the situation as quickly as possible.

Twilight just shook her head. "No, whatever this thing is it's not from the Everfree forest. We have no idea what it could do if we just leave it here. This…" She reluctantly pointed a hoof to the blackened wall, and her words faltered. "This stuff could completely overrun Ponyville, maybe even all of Equestria for all we know," she finished weakly.

"So what y'all sayin’ is we have ta..." Applejack began, but Rainbow was swift to finish her words for her.

"Destroy it, sound's good to me." At that, the brash pegasus made for the door, tears breaking her fearsome determined look as she tried her best to maintain the brave facade. Applejack looked at Twilight, sadness in her own eyes as she reluctantly nodded.

"Come on you two, stay close," she told the otherwise silent Fluttershy and Rarity as she followed Rainbow Dash.

Neither of the pair seemed willing to argue as they slowly followed. The best Twilight could do was offer Fluttershy a sympathetic glance, even if her expression was marred by tears.

"Go with them Spike, I'll be out in a second," Twilight asked, and without a word the baby dragon leapt from her back and moved to the door.

Starlight's eyes followed him as he went, then she looked at Twilight.

"Twilight?" she finally asked as she put a hoof on her mentor's trembling shoulder. "Twilight, I'm sorry." Twilight didn't respond for a long moment.

"We can't let this stuff get out, Pinkie wouldn't want this to happen to anypony else. We…" she began, her horn sparking to life as her words trailed off.

It wasn't hard for Starlight to see what Twilight had in mind, and without a word she nodded, her own horn beginning to spark with vibrant blue fire. The best either could do was close their eyes as the fire burst from their horns and the mass of black slime was burned to nothing but ashes. Along with the little it had left of their beloved friend.

******

"Everypony watch your step. Rainbow Fluttershy, first sign of anything dangerous you two get up high and out of harm's way, everypony else behind me or Starlight so we can put up a shield spell," Twilight instructed firmly as everypony cautiously made their way through another dark corridor.

"No offense, Twilight, but I'm not just running away," Rainbow responded firmly, flying just a few inches ahead of everypony else.

For all the leading experience she had, Twilight knew how futile it was to tell the pegasus otherwise after what they'd found. She was having great difficulty keeping her own emotions in check, never mind that of the rest of her friends. Nevertheless, there was no way she'd let anything like that happen to anypony else, and right now that demanded far more of her attention than the memory of Pinkie’s gruesome fate. All she knew for sure was that she had to find whatever had taken their friend and stop it before it could escape and attack anypony else.

"Ah don't think she's telling ya' ta runaway. Rainbow, please just listen," Applejack asked, her eyes fixed upon Rainbow.

The cyan pegasus spun in the air to face Applejack, hovering close to the farm pony's face as she did so.

"Just listen? Something did that to Pinkie, AJ, how many other times has anything like this ever happened?" she shouted in frustration.

"Do ya' think ah don' know that? Ah saw just as plain as y’all did what happened, an’ ah ain't sayin’ ah'm any less eager ta find what the hay did this an’ put a stop ta it before it happens to anypony else," Applejack responded, eyes narrowing as she pressed her muzzle to Rainbow's in a snarl.

"Just be quiet, both of you! We need to stick together, there's no point in fighting." Twilight stepped in, but with fears and frustrations flared her words were met with resistance.

"For Celestia's sake, you're all acting like foals,” Rarity snapped as she too entered the verbal scuffle. “Will you all just stop your ridiculous squabbling and please listen to Twilight!"

Spike just put his claws over his ears and pressed his face into Twilight's mane. Meanwhile, Starlight and Fluttershy just watched the argument with growing concern. The latter had only just managed to break free of the wave of guilt that had washed over her. That wasn't to say that the remorse wasn't still eating away at her every thought, but for now, she knew she had to be strong. She'd caused this, the blind kindness she'd shown that horrific thing had resulted in the horrid death of her friend, and now she had to help fix it.

"Hey, Fluttershy, you alright?" Starlight asked weakly, trying not to think about the futility of those words.

"No, no I'm not alright," Fluttershy responded simply.

Starlight just nodded, knowing there was nothing she could tell Fluttershy that would absolve her of the guilt. All she could do was express her sympathy with a small smile, the likes of which was undermined by mounting fear. Then she moved towards the others, her dread demanding she try and stop the arguing so they could all move on as soon as possible. Left alone just behind her squabbling friends, Fluttershy looked down at her hooves, tears rolling down her cheeks and falling to the worn, old carpet.

With a timid little shiver, the pegasus gave a small sniff. Despite all she was doing to stay strong there was no way she could stop thinking about Pinkie Pie, there was no way she felt she had the right to not think about her beloved friend either. After what she'd done she couldn't help but feel to remember her was an insult. It was like misusing the memory of a pony she'd murdered.

At that thought, her head stooped and she released a pained gasp of sorrow, ever more tears streaming down her face. Then something shifted in the corner of her eye, almost as if the shadows themselves were moving. Instinctively her eyes shot to the source of the movement, and her sadness reseeded as her heart began to race. Ahead the others were to entrapped in their argument to see the small flicker of blue light that flashed down one of the side corridors, its glow like that of a star in an empty night.

"Urm... Girls... I think there's…" she muttered in a faint whimper, but her meek voice was hopelessly overwhelmed by the shouting.

In the gloom, the pulse of light flashed again. This time it was more akin to the bright glare of a lightning bolt. Yet there was no thunder, just the silent darkness as the light faded again. Fluttershy made one last effort to get her friend's attention. Meanwhile, the light seemed to creep further away. Then with a bright flicker, it died altogether.

Straightening, Fluttershy bravely put a hoof forwards, then another, swallowing her fear as she looked for the source of the glow. She would make this right, she had to make this right, maybe if it was some kind of monster it would be like a Cockatrice. Maybe it could reverse what it had done if she made it. Regardless, that idea filled her with very little confidence as the light ahead failed to show itself again.

Instead, the air became cold as a small wind blew through the ruins, carrying with it a strange sound. At first, it sounded like the air whistling as it moved, yet then it began to warp and twist into a sound unlike anything she had ever heard. The closest thing she could compare it to was a ghostly whale, heralded by a series of sharp, whistling clicks. The sound seemed to snake about the silence as if it were some kind of dark serpent in its own right. It bore a hissing depth to it and resembled something far more tangible than a simple spirit or specter. All the while offering no clue as to where it was coming from.

Shivering violently, Fluttershy glanced back at the way she'd come, the shadows of her friends still arguing silhouetted against the far wall. Then she caught a whiff of a vile rotting smell and felt something wet against her forehooves. Before she could even think she jumped back with a sharp gasp, brushing at her hoof frantically to get whatever it was off. Every aspect of her terrified mind told her it was more of the black slime. Yet there was no smell nor pain in her affected limb, and finally, she looked down at it. In the dim light, the clear slime shimmered. Yet it was nothing more than that, certainly no black goo trying to devour her as it had done Pinkie.

The relief that found her then was only minor, however, and she glanced ahead to see something on the floor before her, the likes of which glistened like a wet rag. Once again it wasn't black, but a weird fleshy color, nor was it any kind of black slime. Approaching tentatively, Fluttershy studied the thing carefully. It was almost familiar, like the transparent scaly skin of a snake or lizard after they'd shed, only wet and smooth. Then her eyes winded as the realization hit her.

Her head shot up and she turned to gallop back to her friends as fast as she could, only to stop in her tracks. In the gloom before her, a set of three blue lights slowly moved, almost like glowing fish swimming slowly through the darkest ocean. Fluttershy gulped, yet the neon light was captivating. It was strangely beautiful, like a hopeful lure at the end of a dark and terrifying tunnel. Slowly the light swam and shifted around her head, each movement deceptively slow and calm.

That urge to run back to her friends faded as the light drew her eyes away from their distant shadows and back to the darkness in which she had first glimpsed it. Two of the magnificent blue orbs flickered out and all she could think was how majestic the final bastion of light looked as it sat calmly in the air before her. Then it coiled back swiftly and flashed forwards at an impossible speed. All that Fluttershy could do as she was blinded by the intense blue glow was scream. A burst of red-hot pain wracked her whole body, its sting like the lash of a hundred cracking whips. Then it all faded as the light abruptly flickered out.

Chapter 4: To Kill A Nightmare

Chapter 4: To Kill A Nightmare

Skyjack's Log: New Horizon, April 15th

Entry Four:

I can't say how glad I am to be seeing this damn place disappear below the clouds. A week down in that cursed jungle is enough to give anypony reason to retire. I don't even what to count the number of insect bites, rashes and just outright irritating things I picked up down there in those trees. Had to be quick about leaving too. Locals looked at us like we were ghosts by the time we made it back to the docks. Looked at the cages and crates we were hauling with a like they were going to explode or something.

But hey, if they say that place was truly cursed then surely something would have happened to us while we were in there. There weren't even any traps for Celestia's sake! If somepony didn't want their treasure to be looted, then they should have guarded it with more than cheap words and stupid folklore. Of course, there was that whole situation with the guide. The stripes didn't take too kindly to that either, I'm just damn glad we got out of there before they tried anything stupid.

As for what we recovered? Well, Raven says all six pillars are to be kept in ice. Don't know why, they're only some rocks, very expensive rocks at that. I reckon each one's worth an absolute fortune, and all of them together? Well, let's just say there's a sunny beach waiting for me out there somewhere. Still, that's only if the contractor comes through, all I know about that is that somepony is willing to pay an awful lot to ensure these things go to them and nopony else.

Raven's still staying pretty quiet about the whole deal though, all she's saying is that we'll get exactly what we're owed. Captain's words are fine by me. She's never let us down before, that's for sure. I just hope there's not too much trouble because I have to admit that I just want to get rid of the damn things. I don't know, as nice as they look, there's something about them. Locking them away in the crates doesn't make it go away either. Almost feels like they're watching us.

I ain't the only one who feels like that either, some of the crew said they saw one move. Stellar say's she even saw one glowing. Can't say I've seen any of them do anything like that myself, but nopony on this ship can lie while being so serious, just ain't like them. Usually, it's all laughter and uncontrollable snickering. One thing's for sure, it ain't natural, nothing that comes out of that jungle ever is.

********

Everypony's ears shot up at the sound of screaming behind them. In an instant, every set of eyes turned back to see no sign of the yellow pegasus that had been standing there weeping just moments ago. Before any of them could think, the loud scream faded into a fit of wet gasps. Then it disappeared altogether.

"Fluttershy!" Rainbow Dash called out, before rushing to the source of the terrified scream in the blink of an eye.

Despite the fear rushing in every one of them, everypony else followed as fast as their hooves would carry them. Rounding the corner they all saw Rainbow Dash hovering in the darkened hall. The pegasus slowly sank to the floor as everypony appeared either side of her. Each froze the instant they saw what lay before them.

What was left of Fluttershy's twitching body was sprawled out over the carpet, a pool of warm, crimson blood seeping across the cold floor. Her eyes and muzzle were wide, eternally frozen in the horrific contortion of her last desperate scream for help. Sanguine fluid stained her coat as a series of sharp slashes coiled ins spirals along her body, almost as if she'd been grouted to death by a long coil of hot wire. One great gash across her neck still bubbled and foamed as her spasming finally faded and she fell as lifelessly as the old statutes lining the hall.

Nopony said anything, both Rarity and Starlight had the will to cover their muzzles with their forehooves, and Twilight the strength to shield Spike from the bloody sight with her wing. After only a few moments however, everypony but Rainbow and Applejack could do nothing more than look away. The latter trembled like a frail wooden house caught in a storm, but she sustained an expression as stubborn as her personality. The former just stared down at the partially flayed corpse with empty eyes.

"All those years, ever since flight school I…" Rainbow began, but her words cut off with a sad croak. Her muzzle was open as she shook her head. "She was my..."

"Rainbow?" The sound of Applejack's voice was accompanied by the farm pony's hoof on the pegasus' shoulder, the gesture causing the cyan mare to turn back sharply.

"What?" she growled, the words escaping through gritted teeth. Applejack recoiled as if she'd just seen some kind of venomous snake.

"What are any of you going to say, look at this..." She thrust a hoof at the ragged mess of crimson and butter yellow fur. "What are any of you going to say!" Rainbow shouted, lifting into the air with one slow beat of her wings.

This time it was more than Applejack who recoiled, everypony shifted back as Rainbow's pained eyes scoured each of their equally traumatized faces. Then something else broke the silence. Once again all ears instinctively stood erect as a hollow whistle echoed through the halls.

"What in Equestria was that?" Applejack asked, glancing back at Twilight as all four earthbound ponies formed a defensive circle.

"I don't know... I-I've never heard anything like it," Twilight responded weakly, her eyes scouring the gloom in panic.

"I'll tell you what it is, whatever did this is still here and I'm going to put a stop to it," Rainbow Dash declared, her narrowed gaze directed to wherever the 'something' could hide.

"No, Rainbow, we have no idea what we're dealing with. If it can do this then…" Twilight began, but the moment she looked at what was left of Fluttershy her words faltered.

"If it can do what? Kill two of our friends, if it can…" Rainbow started to respond, her hooves pointing at Fluttershy's body again.

Then the pegasus paused and her eyes narrowed, as something about the dead Fluttershy's eyes caught her attention. In those cold and terrified spheres, she saw a faint flicker of blue light dance across the darkness. Then it disappeared with a sharp flick. Only then did she look head and see that the same light reflected in Fluttershy's lifeless stare darted through the shadows. But she wasn't the only one to see it.

"Get back everypony, get back!" Twilight ordered, spreading her wings and forcing everypony behind her as her horn flared.

Without a word, Rainbow Dash darted forwards towards the vibrant blue flicker. "Rainbow no!" called Twilight, yet before she could magically reach out for the pegasus Applejack leaped forward and grabbed Rainbow's prismatic tail in her jaws.

"No! Let go of me AJ, let me go!" Rainbow demanded as she kicked and squirmed against Applejack's hold. For a long moment, the farm pony's grip held firm, only to falter as one of Rainbow's wild kicks struck her right in the face.

With a grunt of pain, Applejack staggered back into Twilight and in a flash Rainbow disappeared into the darkness. So too did the dancing blue glow vanish from sight.

"Rainbow, y’all get back here right now, ya' hear!" Applejack called out in frightened frustration, then she reached forwards.

"AJ, no!" Twilight swiftly shouted, magically pulling the farm pony back.

"No? What do ya' mean no? Ah, ain't sitting by while somepony else is..."

"Will everypony just be quiet!" As swiftly as Applejack began to protest both the farm pony and Twilight were cut off by Rarity.

"Just stop. Please just stop," she demanded, almost looking as if she were about to rip out her own mane.

"Hey, everypony look," Spike interrupted, standing high on Twilight's shoulders and pointing into the gloom that had swallowed Rainbow .

Everypony looked ahead as a series of bright blue flashes silently shattered the shadows. Then something in the gloom gave an animalistic shriek and the flashes abruptly stopped. It remained silent for a long moment, naught but the distant sound of the storm left to fill the blackness as everypony slowly crept forwards. Then there was another bright blue flash and for a brief second, the vague shape of a pony was silhouetted upon the wall as something far larger tore it apart with a vicious set of sickled claws.

Rainbow's muffled scream barely met their ears as her attacker uttered an angry howl. This time there was no cry from their bold friend, nor a call for her to come back. Everypony bolted forwards, magic, hooves, and claws ready to defend themselves. There was not a single sign of their friend, nor the thing that had taken her.

"Rainbow Dash, Celestia darn it. Rainbow, come back!" Applejack called into the silent darkness.

Nothing responded but the far-off rumble of thunder as the farm pony called again and again, her pleas finally stop by Twilight.

"Applejack please stop she's… She’s…" Twilight pleaded, only to have her voice fail her as she saw something dart through the gloom.

This time the blue light pulsed and beat like some kind of glowing heart, vibrantly illuminating a vague, serpentine shape in the pitch darkness. Then the thing shifted with an unnatural swiftness as if turning toward them before it disappeared like a candle snuffed out in a damp cave.

"Run." Was the only word Twilight could mutter as she slowly backed away from the invisible danger. Her words were met by a mix of confusion, rage, and fear from Applejack. "Applejack just run. We can't fight this here we need to run!" Twilight shouted, adrenaline flooding into her vines as the instinct to flee took over.

Another terrified demand from Rarity reinforced the alicorn's instructions and the thought of something terrifying silently creeping towards them in the darkness was enough to get everypony moving. Lingering behind for a second, Applejack finally followed, strong limbs letting her catch up in no time. As much as the idea of running away while one of their friends could still be stuck out there gravely injured sickened everypony. It was no secret that none of them could help each other if they ended up the same way, or worse. Ultimately, Twilight was right, they could not fight this without knowing what it was.

Nevertheless, running through the endless maze of corridors, tunnels and arches once again felt like it took hours. Yet it wasn't long before everypony's exhaustion forced them to stop. The moment they did so, both Starlight and Rarity collapsed against a wall, gasping for air as Twilight and Applejack struggled to stand. From the depths of the corridor behind them, something shifted, yet there was no sign of the glowing entity. Finally, managing to recover enough to talk everypony looked around, each keeping a wary eye on the shadows.

"What in Equestria was that thing?" Rarity finally gasped, the question undoubtedly on everypony's mind.

"It's downright evil that's what it is!" Applejack stated with a stomp of her hoof, expression still a mix of grief, anger, and sorrow.

"I don't know, but it was big... Those lights must be some kind of magical or biological luminescence. Whatever it is, it's like nothing I've ever heard of in any of my books," Twilight explained, the lack of understanding threatening to send her into a panicked frenzy.

"Yeah, probably because the darn thing killed everypony that saw it. Darn it, we shouldn't have messed with what we didn't understand!" Applejack berated.

"Oh, and what Applejack? You think Fluttershy brought that thing in here with the intention of it slaughtering two of her best friends, not to mention herself?" Rarity snapped, but Applejack shook her head.

"Ah ain't saying anything like that. Ah'm just accepting that that's how it is now. Ah ain't lettin' this thang get anypony else. Ah ya'll that much," the farm pony responded.

"But wait, what about Rainbow? What about us, can't you just teleport us all out or something Twilight?" Spike asked nervously, as he timidly peered over Twilight's head.

"No, I've never teleported more than four ponies before and I have no idea where Rainbow is or if she's… ." Twilight began then paused with a shudder. "Besides, we’re right in the middle of one of the most magically unpredictable forests in Equestria, during a thunderstorm," she added, working herself into a frightened fluster.

At the alicorn's words, everypony's eyes sank to the floor, the cold and unforgiving reality ensnaring them in its tight grip. Then an uneasy silence once again fell over the group.

"Look, Rainbow's a smart mare, if she got away from that thang she'll find us," Applejack finally spoke up.

"Got away? Applejack did you not see what happened to Fluttershy and Pinkie Pie? We'll be lucky if any of us get away at this rate!" Rarity exclaimed, fear forcing her usually elegant voice into a shrill gasp.

"No, this thing isn't taking anypony else. But if we want to make sure that's the case then we need a plan,"Twilight declared, breaking free of her thoughtful stupor and looking up at each pony that remained.

Each terrified face looked at her with a glimmer of hope, trusting that she would lead them out of danger as she always did. All Twilight hoped was that she could.

"What do ya' have in mind, sugarcube?" Applejack asked, placing a hoof on Twilight's shoulder supportively.

"Well, what do we know?" Twilight asked, tapping a hoof on the floor.

"Urm, there's a terrifying monster hunting us through the creepy halls of an old ruined castle in the middle of nowhere and we have no way to escape?" Spike answered, sinking further behind Twilight's head with each hostile fact.

"No," Twilight corrected abruptly, stamping a hoof. "We know that there's some kind of hostile creature hunting us yes. We know it grows rapidly and it's already bigger than us. It's stronger than us and it uses light as a lure, possibly as a weapon too. We also know it has no problem…"

Twilight's words trailed off and she choked. "No problem tearing ponies apart, either in defense or to hunt."

"Yeah, ah think we get the idea, Twi. But what do ya want ta do ‘bout it?" Applejack pressed as calmly as she could.

"We set a trap for it, that's what we do," Twilight responded, before elaborating. "What we know is that it's an animal, therefore it must base its actions purely on instinct, predatory by the looks of it. We have the intellectual advantage.”

Applejack stepped back, her expression thoughtful as she considered that idea. Both Starlight and Rarity seemed to do the same, the former of the pair agreeing first.

"Sounds reasonable," Starlight said, her own mind calculating the idea in a similar way to her mentor's.

Rarity just offered a silent nod, her words as frozen as her terrified mind as she did so. Meanwhile, Applejack took longer to consider the option, glancing back into the darkness before finally opening her mouth to respond.

"Ya want ta set a trap fer the thang?" she asked skeptically, and at Twilight's subtle nod she continued. "Well alright, we try it your way, Twi. But if at any point it looks like this plan o’ yours is goin' south, we are runnin' right out o’ this darn castle as fast as we can, ya' hear?" Twilight nodded in acknowledgment of the terms. "So, what exactly do ya have in mind?" she asked again, unable to hide the subtle urge to get back at her friend's killer.

"We need to get to the throne room, follow me and I'll explain," Twilight answered as she began moving once more, and everypony was swift to follow.

********

The castle throne room was by far one of the largest chambers in the ruins, surpassing even the towering shelves of the library for sheer scale. Its far wall was home to a pair of shattered thrones and the area below was a mass of rubble and fallen pillars.

Gaping holes in the crumbling roof allowed the pouring rain to beat down onto the stone floor, and a large hole in the far wall was repeatedly illuminated by bright flashes of lightning as the bolts lanced across the pitch black sky outside. More water trickled down from the shattered glass windows that flanked the central space, and the tattered rags of torn tapestries waved and shifted in the rough wind.

Twilight was first to enter the room, horn glowing as she carefully scoured the place for any danger. Behind her, both Starlight and Rarity walked backward, their eyes fixed on the darkness behind them as it retook the position the light of their magic had chased it from. Applejack glanced up at the balcony ruin around the upper edge of the room, then at the many holes and crevasses that had been torn in the walls.

"So how do ya reckon we do this?" the farm pony finally asked as Twilight stop before one of the room’s fallen pillars.

She glanced up at her friend as her magic sparked to life and she began to levitate some of the smaller pieces of rubble around.

"We try to block every entrance other than the ones on that side." She nodded to the main door through which they'd entered. "Those to the outside don't matter as much, because we know it's in here with us," she began, starting to stack rocks up against one of the room's many archways.

"Ya' don't know that! Damn thing could be halfway to Ponyville now fer all we know," Applejack responded.

"Look I'm doing my best, besides it's an animal, right? It will stay where it knows there's food," Twilight responded with a shiver.

"That's if all it wants ta do is eat us," Applejack added, the sick memory of what it had done to Pinkie still fresh.

"Doesn't look like it followed us, or it did and it's just being really quiet about it," Starlight reported, as both she and Rarity trotted over.

Twilight just nodded as she finished blocking up the majority of the exits. Then she motioned for Starlight to help her shift a large pillar that sat atop a rubble pile.

"Applejack, Rarity, can you see what you can do about moving that stuff over there?" she instructed, nodding to another pile of rubble on the opposite side of the room. "Spike you keep an eye out for anything, you see one flicker of light and you tell us immediately.”

"Don't worry, Twilight," the dragon responded nervously, as he tentatively stood tall on Twilight's back.

Applejack moved to where Twilight had directed, motioning for Rarity to follow with a flick of her tail. Then both Twilight and Starlight strained to shift the giant stone pillar and levitate it into the air. Looking over to her mentor's face as the huge piece of stone was propped upright against one side of the room, Starlight paused.

"Twilight?" she asked weakly, drawing the frazzled alicorn's attenuation. "How exactly do you intend to get this thing where you need it?" That idea was nagging at the back of her mind in the worse possible way.

Twilight sighed, a pained look in her eyes. It was clear she knew exactly what she had planned, only now she was terrified to even consider it. Finally, Starlight's thoughts aligned and she reluctantly spoke up.

"You need bait don't you?" she asked, and Twilight turned to her shakily, as if the words were a painful sting.

Starlight gave a weak smile as she looked up to where the pair of them had put the pillar, then to where the others were blocking off any other exits from the chamber.

"You're gonna try and drop the pillar on it, aren't you? That means you'll need it right there," she surmised, nodding to the now clear center of the room.

"What? You can't just leave somepony out in the open with that thing!" Spike exclaimed, forcing Twilight's look to sink even more.

"No, Spike, the only one who's going to be left in the open is me," she stated simply, but that only made the dragon protest even more.

"No, I'll do it," Starlight volunteered, and the argument abruptly fell quiet as both Twilight and Spike looked at her with shock.

"No, Starlight, this is my mess I'm the one who needs to fix it," Twilight said, but her student just shook her head.

"It's nopony's mess. Like Rarity said, none of us knew what that thing was. Besides, Equestria needs you far more than it needs me. I've seen what happens without you," Starlight insisted, her head sinking slightly at that latter part.

Twilight shook her head in frustration, mumbling to herself as she tried to figure out a better way.

Then she finally gave a tired groan and stomped a hoof.

"The moment you see anything you shield yourself, okay?" she instructed as she looked at Starlight sharply.

There was no argument this time, not that Starlight had intended to just leave herself undefended initially. She wasn't one of Equestria's most powerful unicorns for no reason.

"Don't worry, I'm not going to let myself end up like the others," she admitted, and Twilight placed a shivering hoof on her shoulder as she reluctantly nodded.

"Well, that's one side done. Rarity can sure move things when she needs to," Applejack said as both she and Rarity trotted over.

"Whoever thought a situation like this would be so good a motivator," the white unicorn grumbled disapprovingly.

"Good, now, Applejack, I want you over there by the thrones. Rarity, you're down here by the base of the pillar," Twilight instructed, pointing out the locations firmly, before adding, "The moment that thing's directly under it at both angles you two call out."

"And what about you three?" Rarity asked, looking at Twilight, Spike, and Starlight with concern.

"Me and Spike will be up there," Twilight said as she pointed to one of the balconies. "The second the thing's in position I'll pull down the pillar with help from you at the other end, Rarity.”

"An’ just how in tarnation do ya expect ta get it there?" Applejack asked, and before anypony could answer Starlight stepped forwards.

"I'll make sure it's there," she stated and Applejack's expression fell flat.

"What? No, ya can't just go usin' somepony as bait, that thing'll rip her apart!" the farm pony exclaimed angrily, but after an initial wince, Starlight shook her head.

"No it won't, the moment I see anything get too close, I'll put up my shield spell and Twilight can teleport me to safety before the pillar falls," she assured everypony, her mentor nodding in acknowledgment.

Applejack's face contorted in disapproval, but after only a few seconds of thought, she had no choice but to agree.

"Alright, but no way are we losing anypony else ta this darn varmint," she huffed.

"Don't worry we won't," Starlight added, hiding her grown dread with a weakly brave face.

It wasn't hard for anypony to see through that frail veil of confidence. Yet nopony argued as they finished setting the trap and blocking off all means of escape save for the ones they wanted. Then Twilight ushered them all into position.

"Do be careful, dear," Rarity said, as Starlight gulped and moved down the rubble into the middle of the grand room. From the balcony to the right, Twilight regarded the whole trap carefully.

"Everypony ready?" she called out.

A series of uncertain acknowledgments and mumbled responses followed, as everypony locked eyes on the shivering lilac unicorn between them.

"Alright, now everypony be quiet. Starlight, you make yourself as noticeable as possible," Twilight instructed.

Swallowing her fear Starlight stood tall, her horn glowing as bright as it could as she cried out into the darkness. Both Twilight and Rarity faded from sight as their horns went out. Meanwhile, the glow of Starlight's own magic grew to its brightest peak. There was only one place she wanted to look. Both in terror and anticipation, she gazed off into the only place the thing could enter the room. Every bone in her quivering body felt as if it had turned to ice, the chill magnified by the beads of cold sweat clinging to her coat and mane. Her ears twitched and fidgeted like an insect's restless wings, and her skin crawled as if infested with writhing maggots. Then that smell of rot caught her nose and even in the intense glow of her magic she saw it, a brief flash of neon blue light pulsed across the darkness directly ahead.

A barbed coil of fear lanced through her. In an instant she fell silent, tensing so much that she was barely anything more than the petrified stone statues around her. Her horn's glow receded back to only a faint hue as the thing's blue light scurried about the dark hall. It was almost as if it were studying her with a keen intelligence that belied its animalistic nature. Its movements were unsettlingly cautious and calculative, and for a moment a hint of doubt regarding Twilight's assumptions of its instincts bloomed in Starlight’s terrified mind. She wasn’t given time for second thoughts however, as the thing paused what she could guess was a few inches from the room's entrance.

Whatever was there in the gloom, distinguishable only by the neon blue light that danced like liquid lightning across its sleek form, looked at her with an eyeless stare. A bright frill of magnificent light waved and flickered like the glow of a blissful sunset hitting a tranquil lake, all the while emitting a rattling sound similar to that of desert snakes. The thing shifted, its deadly beauty moving with it. This time its movements were slow again, as the light pulsing along its invisible body slowed to a deceitfully calm pulse.

Despite her fear and the violent shivering that wracked her body, Starlight couldn't take her eyes off the vague shape. She strived to peer into it as if hoping her gaze could blast away the darkness and give her a clear view of the thing beyond a simple flowing pattern of vibrant blue light. Its deadly magnificence almost demanded she do so, calling her like a moth to a flame as it flickered and swam within the pitch darkness. Then whatever it was uttered a distinctively loud hiss, and below the crown of light something distinctively slimy trailed down from a set of vaguely visible fanged jaws.

At that moment Starlight knew one thing, it was certainly no specter or ghost. It was something very real and tangible, and it was looking right into her with an eyeless stare unclouded by pity, sympathy or remorse. She could only see an instinctive drive in that murderous beauty, a pure and flawless desire. Yet that brief exchange of glares lasted only a second before the thing gave another low growl and the fan like frill of rattling spines flared around it. Small bolts of arcane lightning flashed between the glowing spires as they twitched violently, an electrical ting in the air.

Then, in a flash of bright, blue light, and an echoing rattle, the thing darted upwards with a blast of eldritch lightning and vanished into the darkness. Without thought Starlight staggered back as the thing magically darted across to the other side of the room, blinking from space to space with a formidable grace as its light began to pulse faster and faster.

"Where is it?" Twilight called from the darkness as Applejack erupted into a fit of curses about messing with something they knew absolutely nothing about.

All the while Starlight's eyes never left that darting light, they struggled to keep up but never did the thing escape her sight. Then with one final blink of magical light, it appeared right beside her and its shimmering form uncoiled with a blinding flash.

"Now!" she cried loudly throwing up her shield as a vibrant blue whip lanced out for her with more ferocity than lightning itself.

The force of the rapid strike shattered the magical barrier like glass. Yet there was another purple flash and within a millisecond Starlight appeared beside Twilight and the creature's blow tore a deep gash through the stone where she'd stood like it was no more than paper. Without another word, Twilight pulled on the pillar with her magic as the bright blue glow of Rarity's own enveloped the other end and the whole thing came down on top of the glowing beast with a loud crash. The monster attempted to dart away but instead gave a painful shriek as it was pinned in place. That horrific sound rang in everypony's ears as it tore at their minds like a set of rending blades.

A bright flash of lightning afforded each of them a glimpse of some large, black mass struggling under the rubble. Then it fell back into darkness and only its vibrant glow illuminated its thrashing attempts to break free.

"We did it! We got it!" Twilight declared, lowering her horn. "Now this is for my friends, you monster!" she called as a bolt of lavender fire lanced out and struck the mass of struggling light.

"Wait, Twilight, we don’t… !" called Applejack from somewhere within the gloom, but it was all too late.

The magical bolt struck the creature, evident by the thing's agonized howl. Yet, the call was followed by a horrified scream from Rarity as the creature's scorched wounds spewed out a torrent of black slime before cauterizing. In the flashes of the frantic light show, the white mare could be seen toppling back from the thrashing beast as the black substance coated her left side almost entirely. Meanwhile, the creature's painful shrieks became angry hisses as its glowing frill flared and flickered, allowing it to magically blink-free of the trap and come charging right at Twilight and Starlight.

Stuck between the invisible beast and the screams of their friend, both mares were caught completely off guard. Starlight fell to the floor by instinct as the flickering beast smacked Twilight and Spike aside with a set of massive clawed limbs. The whole creature passed right over them in a rapid retreat, before it disappeared across the wall and snaked back into the darkness with an angry fit of hissing clicks. Starlight opened her eyes to see Twilight lift her head. Forehead, and horn marred by a deep gash as blood ran down her face. Spike sat up behind her, thankfully less injured as he shook his head. All Starlight could think was that she was alive, dazed but alive, the same could not be said for their screaming friend however.

Both ponies shot up as fast as they could and looked down at the remains of the fallen pillar. Applejack was even quicker to rush to Rarity's side, and without thought, Starlight levitated herself down to join her. The moment she did so she couldn't help but regret it as she looked in horror at Rarity writhing on the floor. Applejack cautiously crept around to her struggling friend's far side, careful to avoid the dark goo slowly eating away at her. All Rarity did was scream and call out to go home like a terrified foal.

"By Celestia, by Celestia, by Celestia!" Applejack called frantically as she dragged the unicorn away from the bubbling pool of black liquid and did her best to remain calm.

Rarity's thrashing made that very difficult, then finally Starlight shook her head free of the initial terror and jumped forwards.

"The raincoat! Take it off! Most of the stuff went on that!" She instructed, magic gripping the untouched side of the purple attire as Applejack cautiously took it in her hooves.

"Now hold still Rarity, just hold still," the farm pony tried to be reassuring, but as the blackness sank in, Rarity only convulsed more and more.

Then she screamed as the fused half of the raincoat peeled away from her skin like sticky toffee. Just like with Pinkie Pie the stuff was quickly beginning to spread across her body, twisting her limbs into grotesque sores and blisters as she squirmed.

"Applejack, stop! Please stop I..." Rarity began, her screams wracked by a fit of wet gasps and gags. "It hurts... I-I just want..."

"No, no Rarity ya just stay there, don' worry you're gonna get through this an’ you're gonna get home. Ya'll gonna go back to Ponyville ta see yar little sister an’ everypony else, ah promise," Applejack said, her tone more of a desperate plea than a promise. "Darn it, Starlight! Help meh, we need ta move her!"

Starlight's magical grip on the raincoat began to slip just it had done before, and she was forced to let go and watch it sink into the slimy black bubble that one half of her friend was quickly becoming. She struggled to keep herself from vomiting at the horrific sight as Rarity began to thrash even more, black goo bubbling up her limbs as it slowly fused her to the floor. Crying, Applejack could do nothing but move the unicorn as far from the goo as possible, all the while avoiding getting any of it on her own coat lest she meet the same sickly fate. Moments later, the sound of hoof steps sounded behind the pair as Twilight finally approached. The alicorn froze the moment she saw her slowly decaying friend. Then she jumped to Applejack's aid, only to pause again as a distinctively wet hiss echoed in the gloom.

"Applejack we have to get out of here! That thing still knows we're here and it knows somepony's injured," Twilight said frantically.

"No, no, no, no, no! Please, please don't' leave me!" Rarity begged.

"I'd never even considered it Rarity, I promise," Twilight assured her, as did Applejack. "Get back, Applejack, Starlight, help me lift her, you're gonna have to use those two legs Rarity," Twilight quickly added, as both she and Starlight braved the poisonous slime to reduce the unicorn's weight enough for her to stagger with only two legs.

"We need to get her out of here, back to Ponyville hospital or Zecora, anypony that can help!" Twilight stated firmly, before motioning for everyone to move on.

All the while the distant light of their attacker flashed in the gloom as it steadily stalked them. Twilight was right about one thing, it knew where they were and it was hunting them with a newfound rage. The fact that Rarity could move no more than a few hoof steps at a time as the slime slowly began to eat away at her legs and spread across her body didn't help. Eventually, she was begging the rest of them to stop.

"I... I... I can't do it, I just want to go home, to my dresses, to Sweetie Belle I…" she murmured, yet pain and exhaustion had stolen most of her voice as she began to heave and retch.

Applejack looked at her friend with an expression as hard as the stone around her as Rarity slumped down against the wall. In the end, it was nopony that said anything, but Spike. The baby dragon hopped down from Twilight's back and moved to the still white side of Rarity's face

"Spike... My Spike-Wikey?" she asked in a frail whimper, looking at him with her one good eye as a tear rolled down her quivering cheek.

Then her words were swallowed by a wet gasped and a gurgling in the back of her throat as she convulsed violently.

Without thought, Twilight heaved Spike back in her magic as the dark substance poured into Rarity's throat and began to spew outwards in a black fountain of sick bile. Everypony was forced back as the unicorn thrashed and squirmed all the more, almost as if she were trying to drag her friends into the blackness.

Then there was a sudden flash, and within seconds a neon blue coil wrapped around her neck and dragged her upwards into the darkness before anypony could react. Calling Rarity's name like a filly for their mother Applejack charged at the wall. Yet she was unable to step into the black pool as the creature blinked away, disappearing into the darkness along with their friend. The last anypony heard of Rarity was a gargled fit of wheezing, then a silence broken only by the distant sound of thunder fell back over the dark ruins.

Chapter 5: Child Of Darkness

Chapter 5: Child Of Darkness

Skyjack's Log: New Horizon, April 24th.

Entry Five:

I can't say I've ever had a day any worse than today. Where in the name of Celestia's great sun do I begin? I suppose there's the fact that we were set to make an absolute fortune, not that we ain't still gonna be rich it's just there's been complications. First of all jackpots dropped significantly since somepony went and knocked all of the damn pillars over. Things were supposed to be made of diamond and yet they shattered like glass, but that ain't the worst part. When the cooling talisman went off on one it went off on all of them, must have been some sort of connection between them or something.

Raven had a fit when she found out, I have never seen that mare so angry in my life and I tell you I was terrified. She nearly had somepony thrown overboard because of it, and I still don't know if it was any of the pegasus crew that did it. I just hope it was, to think that she'd let somepony fall to their death because of this. Well, I know we ain't the most honourable bunch but crew's family, that's how it's always been. It wasn't just anger in her though, she was afraid. I saw it and I know that it's not something she lets show often. Well now I have no idea what to think.

I suppose it had to do with that black orb. I don't think anypony was expecting the thing to roll out of the pillar because it smashed to bits. Now both ponies that got splashed by the stuff are in the brig. Don't see what the big deal was, only a lick of that stuff got on anypony before it just seemed to wither and die all on its own. Still, I ain't been down to the brig so I have no idea what state anypony down there's in. As for the rest of the pillars? Well, they're still pretty weird. I mean just this morning I thought I saw something move inside one when I walked by, almost like it was trying to get at me. They really just give me the creeps and now we can't stop them from thawing out so I want to just get back and get rid of them as soon as possible.

It's only a few days till we reach Ironsal anyway. Then who ever contracted us to get these cursed things can just have the ones that are left and give us what we are owed. At least all those bits are still worth the trouble, this has been one heck of a late job. We just have to pass over Equestria first, pretty insufferable place if you ask me, everypony lives there so perfectly it's almost like they forget everything that goes on outside their pretty little sanctuary. Celestia forbid anything real ever got loose down there, they wouldn't even stand a chance.

********

"This... This is stupid... I should never have even... All this... I," Twilight collapsed onto the floor, looking down at her forehoves as an uncontrollable flood of doubt and regret escaped her mouth.

Each pony still breathing had to gasp for breath as their bodies demanded far more air than their mouths could supply. Running, all of it seemed to be meaningless now, running for what felt like forever as something chased them through the darkness like a shark through water. Yet nopony knew what to do, how did anypony even react in a situation like this? Trapping the thing had failed, outright attacking it had only resulted in another pony's gruesome death. It had all led to a point that not one of them dare do anything to the thing but run. Ultimately, there was only one option now and everypony knew it.

"Now, Twilight, ya listen ta me. What happened back there wasn't your fault. Whatever this thang is it... It's just sick, it's an abomination it… ," Applejack began, taking the quivering mess that was Twilight by the shoulders, only for her own words to fail her.

"Not my fault? Don't kid yourself, Applejack, she'd still be here if it weren't for me, they all would!" Twilight sobbed, tears mixing with the dried crimson that ran from the gash on her forehead. "I was the one who went into that ship, if I'd have just moved on and left well enough alone none of this would have happened!"

"That's not true, Twilight! Somepony else woulda found that thang eventually or it woulda hatched on its own, ah dunno. All ah know fer sure is that somethin’ like this could spread all over Equestria in no time," Applejack said, collecting herself as she let Twilight go.

"She's right, this thing's clearly some kind of parasite, the egg, its blood, that weird black stuff, it all must be part of its life cycle. The slime must be what makes them, only it needs a living host to grow from first," Starlight elaborated cautiously, stepping forwards.

"Are y’all sayin' another o’ the darn thangs came outta Rarity, the way it did Pinkie?" Applejack asked with frail concern.

"I'm saying there could be far more than that, I mean it took Rainbow too, and we just left Fluttershy's body. Then there was the crew of that whole ship. Plus, I don't think they just had one of those eggs either," Starlight added, fear causing her tone to shiver as much as her body did.

"You're right, each one of those shattered things, the shells inside there must have been more eggs. By Celestia, how could I have been so stupid? These things could get everywhere!" Twilight exclaimed, smacking herself over the head with a hoof.

Spike placed a claw on her shoulder as that idea sank into each of their heads. A kingdom covered by naught but hideous black slime and the dark, flicerking entities it spawned.

"No, that ain't gonna happen because we're all getting out o’ here an’ we're gonna warn somepony," Applejack declared, stomping a hoof.

Twilight looked up at her, sniffing as she tried her hardest to pull her thoughts back together and stay strong.

"I suppose if I could get a message to Princess Celestia she could do something, but all my writing stuff's back home at the castle."

"Then that's where we're headin’ right now; no more tryin' ta fight what we can't," Applejack said, stepping back from Twilight. "An’ ah promise that nopony else is gonna…" She began, but then her words cut off as her green eyes went wide.

"Applejack...?" Twilight began, but then she, and everypony else froze as they stared at the paralyzed farm pony.

A glistening stream of sticky wet goo seeped down her hat and onto her shoulders as something big shifted in the shadows above her.

"Twi…" The brief stutter was the only sound to escape Applejack's muzzle before she gasped and a large bladed spine burst through her neck in a shower of gore.

Twilight screamed as the hot spray of blood struck her face. Starlight fell to the floor as did Spike as Applejack’s struggling body was heaved effortlessly up into the air and right up to the glowing crown of lights that marked the creature's position. Inches below sat the distended mandibles and glistening teeth of its slavering maw. The farm pony's gargled struggling was cut off as another great bladed limb thrust through the back of her head and she became naught but a twitching rag as the beast’s limbs rentched her apart like nothing more than a wet tissue.

"Applejack!" Twilight called, as the beast gave an ear-rending shriek and pulled Applejack's tattered corpse into the shadows with a sharp hiss, disappearing from sight with a flash.

The only thing Twilight caught as she leaned forwards was empty air, and she fell to the stone with a painful grunt as Applejack's hat drifted down atop her, its rim marred by a dark, crimson splatter.

"Applejack? Applejack?" Twilight continued to whimper as she looked up, tears streaming from her face more than ever as she banged her hoof on the stone in frustration. "Applejack!"

"Twilight... Twilight, stop! You can't do anything!" Starlight proclaimed as she magically pulled the sobbing alicorn back and wrapped her hooves around her as reassuringly as she could.

For a long moment, they stayed like that, as Twilight's fear and remorse finally consumed her and Starlight tried her hardest to block out her own dread. Spike just moved behind the pair, his own sorrow masked by the fact his eyes continually scoured the gloom for any sign of their glowing hunter. Then after a long moment, Twilight finally sniffed and pulled back from Starlight, looking into the terrified eyes of her student as if begging her to say this was all some kind of sick nightmare.

"Twilight... Twilight, what do we do?" Spike asked, his voice as much a shivering wreck as his body.

Twilight wiped her muzzle with a trembling hoof, then glanced back into the darkness that had come alive and stolen her friend, eyes finally coming to rest on Applejack's bloodied hat.

"I... I... I-I don't know," She stuttered weakly, as she picked up the last remaining part of her friend in her forehooves.

The baby dragon didn't give a response, he simply tapped his claws together. Starlight on the other hoof looked between the pair, cold dread seeping through her veins as she saw the look of pure defeat on Twilight's face.

"We can't just sit here, we…" Starlight began in a panic, then paused and collected herself as best she could. "How far is it to the main door?"

"Can't we just teleport out now, get back to Ponyville?" Spiked added with equal fear.

At their blunt questions, Twilight looked up. "I don't know, this place looks completely different at night, and my horn's too damaged for any kind of complex spell."

"Just think, Twilight, you know this place far better than me. If anypony has a chance of getting us out it's you," Starlight assured her, fear demanding her tone turn from a soft whimper into a firm statement.

Twilight's whole body shivered, her bloodstained expression contorting as a turbulent mix of emotions went at each other like savage timber wolves in her mind. Then she finally looked at her two remaining friends, brow furrowing.

"Alright, stay close and follow me," she started, and Starlight levitated Spike on the alicorn's back as she fell in line behind her. Their eyes were cast into the darkness behind them as Twilight watched the gloom ahead.

Silence once again gripped the ruins, even the storm seem to stop and take a breath as the air became so dense a pair of scissors could cut it with ease. The gloom remained motionless, save for the occasional flash or flicker. For anypony seeing it, it was a deadly game of deciphering whether it was just a trick of the mind or the deadly entity's vibrant lure. Once again the walk through the eerie shadows felt like it took an eternity, the path winded down great spiral stairs and through cracks and crevices in the stone that could not be part of the original design. Then in the middle of a corridor lined by ghostly sets of black pony armour Twilight paused, almost causing Starlight to leap out of her skin as she backed into her.

"What is it?" She asked in a whisper, turning to look at the puzzled alicorn.

"I don't know, this looks familiar but... Urg, I have no idea where we are!" She groaned, forehooves pressing to her temple.

"What, you said you knew the way out Twilight, we can't be lost!" Spike responded, fear once again surging into his tone like a flood.

That only seemed to make Twilight's dread grow all the more, however, and she paced desperately trying to search her mind for the answers while desperately keeping her terror at bay.

"I don't know Spike, I'm trying okay!" she exclaimed, then her head fell slightly. "I need you to know that I'll never let anything happened to you, okay?" she added, her voice cracking with an unsettlingly terrified madness.

Before she could continue, Starlight moved to Twilight's side and lifted the princess's chin with a hoof, putting on her best smile.

"Come on, Twilight, don't give up on us now, we still need you," She said simply, doing all she could to hide her desperation.

All Twilight did was look into the darkness ahead emptily, and Starlight swallowed nervously.

"Twilight?" Her meek words did no better to enter Twilight's mind then they would the curushing darkness around them, but the alicorn just nodded stiffly.

It was the best indication anypony had that there was any hope of escape. Accepting the fact, Starlight reluctantly moved back to her place behind Twilight, only to scream. The sight of the glowing frill flashed only seconds before a monstrous set of glistening black claws reached out of the gloom to strike her. Instinct drove the unicorn to duck, as the claws smashed into one of the sets of armor, cutting a deep gash through the metal as it clattered to the floor.

Before she could even think about anything else she sent a wild blast of blue fire right up into where she could only guess the thing was hidden. Illuminated for mere seconds she saw the sleek, black body of the thing as its wet, rubbery skin was scorched by the fire. Then the thing recoiled from the flames with a pained hiss, and vanished with a bright flash of blue light. Yet this time it didn't go far.

"Run!" Starlight called, and without another word, she took off, Twilight and Spike only inches behind her.

There was a shifting in the gloom, then a horrific shriek as the creature charged after them. No more than its bright lights were visible, but the sound of its large body slamming the armored stands aside as its thudding steps beating against the stone were all too real. Then came the ripping chatter of its frills sounded as it magically darted up along the walls towards them. In the lead, all Starlight could think about was each passing pillar or piece of tattered tapestry. Each one was another between her and the monster. But it was a futile hope, and soon enough the sound of the thing's breath was almost upon her as it panted. Without thinking for more than a second, Starlight took a sharp right down another hall, hoping to Celestia that Twilight could follow.

She didn't have time to look back, no matter how much she wanted to. But the sound of Twilight's exhausted breath and the rapid clopping of her hoof steps were still thankfully close behind her. It was after only a few moments that she began to realised they might be the only set of steps that were still pursuing her, and she dared to stop running. Twilight almost collided with her student's rump as she came to an abrupt halt and instantly looked back into the darkness. There was no sign of their hunter and at that, both of them had little choice but to fall against a wall as they gasped for breath.

"You think it's still after us?" Spike asked, frantically looking between the two mares and the darkness behind him.

Twilight opened her muzzle as if to respond, but Spike's words could not have come at a worse time. The darkness flickered, the pulsating blue light accompanied by an equally chilling echo as it slowly stalked toward them. Both Twilight and Starlight turned, backing away as fast as they could. All the while, neither dared take their eyes off of the thing. Then each of them felt something that made their hearts stop. The cold touch of jagged stone met their haunches, and only one brief look back solidified the fact that the tunnel ahead had collapsed. Caught between a wall and their ravenous hunter, panic began to burn like wildfire within everypony. Then the blue glow vanished, rendering the dark creature invisible.

"No, no, no, no, no! Please come on there has to be a way through!" Starlight begged as she beat her hooves against the stone and tried to rip at the thick wall with her magic.

Her efforts only resulted in more rock falling into place, yet her frantic struggle was only interrupted by Twilight as the alicorn called out. "There, get through there!"

Looking to where Twilight was pointing, Starlight could make out a small crack in the ruined wall, just big enough for somepony to crawl through. Before any of them could argue Twilight shoved Spike towards the hole and motioned for Starlight to go through after him.

"You want to go through there? But what if there's more of those things in there or it's another dead end or...?" The baby dragon panicked, as Starlight pushed past him and peered into the small crawl space.

"Looks clear, Spike, follow me I'll go first," she volenteared, then looked at Twilight.

All the alicorn did was give her a small smile of appreciation, then there was another low hiss in the shadows. It became clear that their hunter wasn't oblivious to the new revelation and its glow appeared again as it darted forwards. Spike looked between the hole and Twilight with a pleading look, as Starlight crawled inside.

"Go, Spike, I'll be right behind you," Twilight instructed, pushing him into the hole with her hind hoof and backing right up against it.

"Twilight!" The dragon called desperately, but before he could do anything Starlight's magic pulled him back.

Tears streamed from the unicorn's face as she struggled to squirm through the dusty tunnel of jagged rock, all the while dragging the struggling Spike away from the closest friend he'd ever had. From the darkness outside the confined space there was a series of weak purple flashes. Then a bright blue burst of light and a fearsome shriek as Twilight screamed, her cry of terror cut of by a wet gasp. Starlight could crawl no more as she heard her mentor's voice fade into the gloom. Her horn’s glow faded as she released Spike. Behind her, the dragon sat motionlessly, and Starlight struggled to turn her head back to look at him. A part of her longed to see the lavender alicorn come crawling triumphantly out of the darkness, yet there was nothing but a dead stillness.

Then the dust fluttered and the whole tunnel seemed to quiver as the close air shifted. One brief flicker sparked from the entrance hole, and the sight of those quivering jaws caught Starlight’s gaze as the thing forced its way into the tunnel after them.

She telekinetically grabbed Spike, and any urge other than to crawl as fast as she could left her as she struggled through the tight rocky tunnel. Tears flooded her eyes as she begged Celestia for any hope, any salvation. Yet even as she verbally whimpered and pleaded nothing came but the closing walls, and the clawing of the beast as it relentlessly dragged itself after them.

Then she felt moist air upon her face and looked ahead to see a small break in the rock, the tiniest glimmer of hope. With all of the strength she had left she wriggled her way towards the opening, teeth bared as she struggled. The rock's Sharp edges cut at her sides as she squeezed through and dust stung her weeping eyes. But then, against all odds, she broke out into the damp air and heaved herself free of the hole with a deep breath.

"Starlight, Starlight help!" called Spike, his voice muffled by the rock.

Without thought Starlight spun back to the small opening and pulled the dragon's head free with her magic. She reached in with a hoof, wrapping it around his outstretched claws to pull him out. Then she felt something hard yank at her limb and she looked into the dragon's wide, terrified eyes as he was torn from her grasp and dragged into the hole with a painful cry and a scattering of dust.

"Spike... Spike!" Starlight called loudly as she dove at the hole, hooves digging at the rock in a futile effort to dig him out.

Yet it was too late, and after only a few seconds Starlight collapsed back and curled up into a quivering ball as she sobbed into her forehooves. She stared at the small hole expectantly, almost any moment now she supposed the thing would burst through the rock and finally finish what it had started. Yet before long, the seconds became minutes and still the darkness remained still.

Lifting her shivering head, Starlight dared take her tear-strewn eyes off the hole and looked around. The small chamber in which she found herself was filled with a musty dampness and bore a rough set of rocky walls. She was in a natural cave, far different from the smooth stone chambers of the castle. The blue light of her horn shimmered against the ever jagged surface of the wet rock and the sound of rushing water could be heard in the distance. Finally, she swallowed and took a staggered breath of cool air. She had no idea what to do, but she knew one thing, water always ran to the outside.

That weak fact was all that sustained her tormented mind as she staggered to her hooves and limped slowly through the dripping wet maze of caverns. Every small movement in the corner of her eye, every shiver of her magic's light against the damp rock and every distant sound made her jump. Her ears twitched like restless insect wings and her eyes spun in her skull as they darted about. Her staggered breath came out in shivering puffs of vapor and the dampness on her coat mixed with a glistening layer of cold sweat. The air was like ice, and the water slowly pooling around her hooves didn't make the freezing sensation any better as she trembled.

Then she saw it, a small, dripping hole in the cave wall. Beyond it were the swirling clouds of the storm and the swaying canopy of the trees. It was a way out. A small hint of relief crossed Starlight's mind, all the while she was forced to curl her tail close and wrap her forelimbs around herself as the cold air forced her to shiver all the more. There was one other problem, between her and the small escape was a gushing torrent of foamy white water.

Taking a deep breath Starlight stood and boldly entered the rapids. Her hooves turned numb in the bitterly cold water and she struggled to grip the slippery rock. The brutal force of the water didn't make that any easier as the flow threatened to send her sprawling into the depths. Coughing and spitting as water leaped into her mouth, Starlight staggered and lurched forwards, her forehooves snagging painfully on the rock as she desperately reached for her last small glimmer of hope. Then her rear hooves slipped out from under her and she was left clinging to the wall with no hope of pulling herself free. That last bastion of hope was stolen in a storm of gushing water and biting rocks as Starlight was torn away from the hole and washed deep into the cold, wet darkness.

********

In the eerie tranquility of the silent cave, there was a loud splash. The sound bounced rhythmically from the glistening walls as it disturbed the perfect mirrors that the calm pools had become. With a deep gasp Starlight Glimmer bust upwards from the freezing water, her limbs kicking as she battled to stay afloat. Every muscle in her body ached and strained with exhaustion, but she dragged her bruised and battered form to the water's edge and latched onto the slippery rocks. Pulling herself free she fell onto her back in a fit of heaving coughs and retches, then she went limp.

The cold air remained still around her, a grave silence broken only by her frantic breathing and the sound of flowing water. She had no idea how far she been washed into the virtual catacomb of watery tunnels, but by now she was pretty sure she was as far from salvation as she could be. That urge to simply curl up and die crossed her mind again. What hope was there now? If the thing that had so brutaly hunted and killed each of her friends did not come for her then eventually the cold, water, or starvation would claim her. Rolling onto her front Starlight grimaced as she received a muzzle full of wet gravel. Yet she was not dead yet. The sound of water still echoed through ghostly caverns and once again she knew it must lead somewhere.

With a pained groan, she forced her strained and quivering hooves to support her as she staggered upwards. Brushing the wet strands of mane from her eyes, her horn flared and she looked around. A large pool of water sat in the center of the chamber, its surface relatively still, save for the gushing torrent that had washed her down here. Several dark tunnels led off on all sides, and above a virtual honeycomb of small holes dotted the ridged ceiling. A small trickling stream led away from the pool and off into the darkness, and Starlight swiftly followed it further down into the gloom. Even so, for what felt like hours she was offered little more than rough, rocky walls, and stalagmites as she wandered endlessly through the blackness. Several vaguely smooth pillars might have been the foundations of the castle, but she had little idea where she was in relation to it. Eventually, the water at her hooves began to rise and soon she found her legs completely submerged. Before long, she fell back against one of the walls with a weak whimper.

She remained there for a long moment, every vestige of hope shattered as she cried into the cold stone. Before her, the tunnel broke off into a small crevice, through which the water seemed to flow. Looking both left and right warily, Starlight pushed herself away from the wall and strode through the freezing water towards the hole. The space was tight and for a long moment, she didn’t even think she’d fit through. But a determination to survive was burning within her and that primal drive forced her to push her way between the sharp rocks. The many jagged edges bit at her cold coat, painfully cutting her skin and drawing more tears from the battered unicorn. But against all odds, she squeezed through and out into a new chamber. The moment she was free of the stone she fell into the water, yet as the light of her horn illuminated the new cavern she wished she’d have just remained in the other tunnel.

At first, the rocky walls looked to be just that, rocks. But as the light of Starlight’s magic shimmered from the dark surface it became clear it was far from simple stone. The whole wall seemed to writhe and squirm like a vast carpet of ravenous insects. Long strands of sticky, black slime stretched between staligtites and stalagmites like a great spider's web. Starlight didn’t even want to think what she may be standing on just below the water. Yet the lack of hungry black goo consuming her legs suggested she was safe, at least for now. Looking ahead into the long tunnel she made a great effort to avoid touching any of the walls, yet after mere moments of walking that became the least of her worries. The first thing Starlight heard was a weary moan, then a pained whimper and she paused, eyes wide as she caught a glimpse of the gargled sound’s source.

“Twilight?” she murmured, her mind refusing to accept the image her eyes were offering her.

Strung to the wall was the ragged purple figure of her mentor, her tattered limbs bound within the mass of black slime like a fly in a grand web. Her lavender coat looked as if it were in the process of slowly rotting away, and the parts of her body caught by the slime were bloated and disfigured. Within those gigantic swollen blisters was a faint blue light, the likes of which perfectly illuminated the fetal silhouette of a grizzly creature. Starlight had to fight the urge to throw up as she saw the thing shift within its parasitic womb. Meanwhile, Twilight let out a gargled groan. Starlight staggered in the water, not daring to meet her mentor's eyes. Yet as she fell back and diverted her gaze she found no peace. Across from Twilight another equine figure had almost been completely corrupted by the slime. Four bloated blisters swelled over the body, appearing ready to disgorge their deadly offspring at any moment. Within the twisted black mass, the tattered remnants of a white face were just visible, its agonizing expression stretched like putty across the inky nest.

“Rarity?” Starlight stammered, looking around to see more corrupted, equine bodies strung up to incubate the next generation of horrific creatures.

She saw Fluttershy and Rainbow Dash, the mutilated flesh still enough to harbor the creatures dwelling within them. Directly above she saw Applejack, or at least one half of her. Down by the water, she could barely make out another small lump of purple scales. Finally, around the whole place were more bubbling lumps of inky black, from each of which the distinctive forms of the glowing spheres that had started this nightmare had begun to sprout.

“It… It bred," Starlight mumbled to herself, the gruesome theory she’d pitched to Twilight mere hours ago coming to horrific light.

“Star… Starlight…" Came a weary voice, and as it met her ears Starlight dared to look to its source.

The moment her eyes once again fell upon Twilight’s mangled form however, the lilac unicorn gagged and retched sickeningly.

“By Celestia, by Celestia, by Celestia!” she exclaimed, her breath escaping her in a panicked fit. “I… I-I need to get you out… I… Twilight, tell me what to do?” she stammered, fear stealing all reason as she edged as close to Twilight's dissolving body as she dared.

“Star-Light… You…You need to…" Twilight groaned weakly, and Starlight fell back as the lavender alicorn’s one remaining eye locked onto her, the look within begging for relief. “Kill me,"

Those words sent a shudder through Starlight’s spine that she could only imagine felt the same as a lightning bolt striking her.

“What… No, Twilight, I can’t… I..." she stuttered weakly, but that pleading look didn’t leave Twilight's pained eyes.

“They can’t… Get out… You have to destroy them... all," The alicorn whimpered, gagging as several of the gestating monsters writhed within her distended body.

Starlight dared to look around the gruesome chamber, tears streaming from her eyes. Then she looked back at her mutilated mentor, and through the pain and slime eating away at her Twilight nodded.

“I… I’m sorry," Starlight stammered, as her horn flared and a jet of flame erupted out across the defiled chamber.

Twilight screamed as she was burned alive, yet the horrific cry of agony was drowned out by Starlight’s crying and the turmoil that had gripped her mind. The stench of charred and rotting flesh filled the air as the hideous black slime was reduced to ash, as were the bodies of the others, who were all mercifully unconscious. After only a few minutes, the fire receded and Starlight was left within the silent gloom as the blackened remains of her friends slipped lazily into the water. She didn’t dare look at the charred corpses, all she did was cry into her forehooves and shiver at the idea of what she’d just done. Over and over she reminded herself of the state they’d been in, but none of that spared her the utter horror of what she’d been driven to. That all changed seconds later, with an eerie whistling sound.

There was a loud splash in the gloom, and Starlight’s sorrow broke as she felt the water around her legs ripple. Jumping up straight, her eyes darted to the left and right only to see nothing but darkness. The cold water shifted again as something large moved through it, and she slowly began to back away from the direction she was sure the disturbance had come from. Whatever was there in the darkness before her didn't stop moving, yet it remained just out of sight. Then she saw a bright flickering amidst the shadows and bolted as fast as she could.

She'd no idea whether it was the light of her own magic, or her mind playing tricks on her. But now there was little of her left to care. She staggered desperately through the water, with each panicked step it felt as if the cold soup was pulling her back towards her inevitable doom. Her ears perked as she heard a wet hiss cut through the air, the long, drawn-out sound perforated by a series of animalistic clicks. That distinctive rotting smell entered her nostrils and there was no doubt in her mind at that moment that it had found her. Only now it was very angry.

Before she could do anything more however, the tunnel widened and she fell forwards as one of her forehooves caught between two submerged stones. She hit the freezing water face first, barely able to see the vibrant blue flash that passed over her as her horn's light died. Pure need for air forced her to raise her head far sooner than she'd have liked, and she made another loud gasp as her starved lungs begged for relief. A large rock jutted out from the water before her, and she swiftly pushed herself up against it as she heaved and coughed.

All the while her eyes remained locked on the darkness of the tunnel before her, waiting for that distinctive blue light to appear and reveal those hideous teeth, yet no such doom came. Instead, the water around Starlight's waist rippled again as something large moved in the shadows. The sound of dripping in the cave shifted as something passed under a set of wet stalactites, then she heard it. In the confined maze of tunnels, the rasping breath echoed as if coming from all around her. Once more the freezing water quivered, causing Starlight's heart to skip a beat and she slowly peered over her rocky cover.

There, in the center of the small cave, was another rock illuminated from above by a weak ray of light. Perched atop it, was a large serpentine beast. Its smooth black skin glinted like leather, its incredibly long, whip-like tail snaked through the water and a large array of rattling spines sat upon its arched back. Its slender body was supported by a pair of monstrous clawed forelimbs that dwarfed a far smaller pair of scythed appendages sprouting from behind its ribbed chest. Yet none of that was what caught Starlight's attention in that briefest of glimpses as it was eternally scarred into her terrified mind. All that did, was the thing's large, crested head.

It was devoid of all natural features save oozing nostrils and a slavering maw. The thing was almost like a hooked beak that twitched and shifted like the clicking mandibles of an insect. Even so, the whole thing moved with a slow grace as water dribbled over its partly illuminated body, puffs of hot vapor and spits of dribbling water fleeting from its fanged mouth as it exhaled. Rivers of neon blue light swam in magnificent patterns under its translucently dark hide, all a strangely beautiful betrayal of its deadly nature. Then with a sudden hiss and a sharp flick of its head, the beast looked directly at Starlight.

Instinctively she ducked back down as fast as she could, begging Celestia that it hadn't seen her as she covered her muzzle and battled not to scream. She then pressed her hooves to her rashing ears and closed her eyes as the water shifted again. She could feel its eyeless stare as it peered into the rock as to melt the cover away and expose her to its brutal savagery. The water rippled again, this time followed by a loud splash as the creature seemed to move from its rocky perch. The urge to just look was overwhelming, her lungs were like a hurricane and she could feel the rapid beat of her heart as it tried to thump its way out of her chest. Every other sound meant nothing as the agonizingly long seconds drew on. Even the creature's movement through the water disappeared as time went by and finally, Starlight could resist no longer.

Her head shot up to where she'd seen the beast, only to see the rock empty, as was the rest of the cavern. Confusion only held her for a moment however, as terror soon began to boil within her veins. She jumped over her cover and moved to the caves’ center, keeping an eye on every possible entrance. Still, the darkness remained naught but darkness and Starlight’s racing heart began to slow. She could only assume it hadn't seen her, maybe it was gone and she was free? No, she wasn't so naive, she knew it was still here somewhere and she wasn't going to give it a chance to do to her what it had done to her friends. She knew now for sure that it was no ghost, specter or any sort of supernatural being. It was a real flesh and blood animal, a parasitic abomination that had violated all of her friends and she owed it to them to destroy it once and for all.

That was when she saw it. Curled up in the watery shadows was that distinct crown of blue light that marked what she now knew to be its head crest. Starlight locked eyes with its quivering maw, as the segmented orifice twitched and slowly parted. The thing looked right into her, seeing what she was on an in-equine level that clearly didn't require eyes. Then its mouth opened wider, distending into a virtual ring of glinting black fangs as it gave a low, clicking hiss. Starlight narrowed her eyes and lowered her horn as her blue magic flashed to life. The creature gave a loud shriek as it jumped up and charged right at her.

"This is for my friends, you monster!" She called fiercely as a bolt of blue fire exploded from her horn, striking the creature down with a watery flash and cloud of steam.

Starlight looked up as the hissing fell silent, a wave of relief falling over her the likes of which she'd never imagined. Yet it was swiftly overcome by the wave of traumatic emotions that followed. First and foremost, she looked to where her attacker had fallen only to see its rippling image reform as if it were no more than water. Then she froze, that was only water, it was only a reflection. There was a cold puff of breath upon the back of Starlight's trembling neck, and a sticky, wet slime trailed down her damp mane. She gasped, quivering eyes going wide. The sensation shifted, and a slow hiss sounded right beside her left ear, a soft blue glow caressing her face as it did so. She couldn't turn, run, or even scream as the barbed whip coiled around her and everything exploded in a painfully bright, blue flicker.

Epilogue

Epilogue

The large, wooden door to the ruined castle hung ajar as the small group of ponies approached. At the front of the group were three bouncing fillies, that, despite their excitement at finally having a chance to come into the forest, bore hints of fear in each of their hearts. It had been at least a day since any of them had seen any of their friends or sisters, and worry was in no short supply. Behind them was a larger red stallion with an equally concerned look in his eye. In fact, none of the six or so ponies with him or the fillies looked at all alright.

"Applejack, hey Applejack! Sis ya' in there?" Apple Bloom called as she, Scootaloo and Sweetie Belle entered the crumbling castle, the other's calling for their sister and idol respectively.

No response came from the decrepit structure but a cold wind and each of the fillies looked back at the first two ponies that had followed them in with perplexed expressions.

"Don't be too loud girl's, we need to hear if anypony's trying to call for us," said Miss Cheerilee as she looked at the overgrown balconies above wearily.

"Sorry, Miss Cheerilee," Apple Bloom responded, but her frown was met with a small smile from her teacher.

"It's alright, Apple Bloom, I know you're worried, I am too," She responded as reassuringly as she could.

"I'm not, I know Rainbow Dash is totally up to spending a night out here. We'll find her and the others in no time," Scootaloo said, dismissing her concern with a hoof wave.

"Yeah, Rainbow maybe, but I can't imagine Rarity would be too fond of all this dirt," Sweetie Belle added, scuffing at the overgrown floor with a hoof.

"Now Don't non of y’all worry non about it, like Cheerilee say's we'll find um'," Big Mac added, earning an appreciative smile from the smaller mare as more towns ponies moved in behind them.

"Right we should split up, cover more ground. Everypony buddy up and pick a direction. Call out if you find anything," Cheerilee instructed, looking at the larger stallion beside her.

"Right, can we come with ya big brother?" Apple Bloom asked, looking up at Big Mac hopefully.

The question drew the attention of both the stallion and the school teacher, the latter appearing a little disheartened, but she smiled none the less as the former just nodded.

"Right, ah'll take ‘em, meet ya' back here soon's we find somethin’," Big Mac stated, then began towards the far side of the chamber with the fillies.

"I bet they're all just caught up in some books or something, remember the last time?" Sweetie Belle said as the three of them walked along the ruined hall, Big Mac close behind.

"Sure is strange of um' not to tell us about it though," Apple Bloom offered, yet her attention was stolen as she noticed something shift in the corner of her eye.

Off to her right, down a darkened hall she thought she saw a faint flicker dart across the gloom, and she paused curiously as it disappeared into the shadows.

"Hey, y'all see that?" She called to the others.

Everypony stopped and looked, except for Scootaloo whose eyes became focused on a small crevice on the other side of the hall.

"See what?" Sweetie asked, cocking her head in confusion as she tried to peer into the gloom.

"Ah don't know, looked like some kinda light or somethin'. Only it was blue," Apple Bloom explained, raising a hoof to her muzzle.

"Hey you two, come take a look at this," called Scootaloo, but the orange pegasus' words were lost on the others as Big Mac began down the side corridor Apple Bloom had pointed out.

"Y'all stay right there, don't leave mah sight ya’ hear," The large red stallion instructed as he began towards the far end of the dark hallway.

Both Applebloom and Sweetie Belle nodded, but before they could say anything they were tapped on the back by Scootaloo.

"Hey, didn't you hear me? Come look at these things," the pegasus said excitedly, directing her friends over to the small hole in the wall.

All the while Apple Bloom kept glancing back at her older brother as he peered around the corridor at the far end of the hall. Then she looked into the crevice Scootaloo had pointed out along with Sweetie to see a set of three faintly glowing black orbs. Each of the strange spheres seemed to brighten at their presence as if excited to see the three curious faces that peered in at them.

"What are they?" Sweetie asked, but Scootaloo just shrugged.

"Beats me, but don’t they look totally awesome?" The pegasus said eagerly.

Meanwhile, Apple Bloom took another looked down the opposite hall only to see her brother had vanished. Cocking her head in confusion, she took a step forwards. A peculiar scent drifted upon the air, then once again that strange blue light flickered in the corner of her eyes.

"Oo, oo, oo! I think that one just moved!" Sweetie Belle squeaked, pointing a hoof as one of the glowing orbs shifted.

"What? Let me take a look," Scootaloo said as she pushed in beside Sweetie, and true to the unicorn's words one of the orbs shuddered brightly.

"Hey Apple Bloom come take another look, these things are so cool," Scootaloo called back, but there was no response from the other filly.

All that followed Scootaloo's words was another violent shudder from one of the orbs as she peered down at its glowing heart with a fascinated interest. The light within flickered restlessly once more, growing brighter and brighter before it suddenly died altogether. Before, finally, the gleaming black surface of the orb split open with a sharp crack…

Author's Note

Well there's the end... Or is it?

Anyway, thanks for reading what was quite honestly one of the most thought out and planned stories I've ever attempted.

Also a big thanks going to all of the people who edited and pre-read this story, and I really hope you enjoyed.