The Creepypasta Ponies

by Shadowed Rainbow

Rating: teen
Tags: Other, Original Character, Cutie Mark Crusaders, Horror, Adventure, Crossover, Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 26946

The Mane Cast and others must survive various creepypastas in order to safely get home.

The many stories known as "creepypastas" are much like campfire stories - stories spread around that are meant to scare. But what if those stories turned out to be true?

And worse still, what if you had to experience them?

The denizens of Equestria find themselves trapped in a dangerous game at the will of the Iridescents, color-shifting ponies who are the primary hosts in a hub of these stories turned fact. In order for the Equestrian residents to safely return home, they are forced to traverse and survive several levels of these urban legends, all the while attempting to seek out what are known as Slender Notes, attributed to the infamous legend of Slender Pony. But in a plethora of worlds such as those the legends bring, survival is never guaranteed.

Can the residents of Equestria make it through the various tales that await them as they play through the Iridescents' trials? Who will survive, who will perish, and who will meet a fate worse than death? And what purpose do the Iridescents and their assistants really serve in the Hubworld?

All creepypastas involved belong to their respective owners.

Rated Teen for the potential scare level of the creepypastas, and the gore tag added for stories like Abandoned by Disney and The Russian Sleep Experiment (will try to tone down RSE enough so that it won't go Mature though).

IMPORTANT NOTE: Pony-based grimdark fics, as entertaining as they are, will NOT be included here as story worlds. They are not creepypastas, and I don't get at all why people tend to think they are. Since they take place in the universe of Friendship is Magic itself, I may give a mention to them, but they will not be worlds that the participants enter and are forced to go through, due to their setting and characters involved, and them not even being creepypastas anyway.

Published 2012-08-04 03:04:01 UTC
Last updated 2014-10-04 23:31:58 UTC

Not Just Stories

“Well?”

“Well what?"

“Any luck?”

The first speaker shook her head in exasperation, causing the shimmering colors of her mane and body to shift in waves before they settled into their steady change of color. She glared at the teenage colt beside her, a knife twirling in his hoof and his lidless eyes clearly expressing his impatience.

“Jeffrey, stop it,” snapped another iridescent pony, a stallion this time, glaring at the knife-wielding colt. “We can’t know if they’re good enough if we don’t pay attention to them.”

“It’s Jeff,” the colt insisted, eyebrows furrowed into a glare. “No one calls me ‘Jeffrey’.”

“Point is, we’re your superiors in this matter,” the stallion said firmly, eyes brightening in their multicolored light. “We decide which ones to pull into our world here for the trials. You just help as an accomplice.”

Jeff aimed the knife at the two shimmering ponies, but there was no reaction from them. It was an empty threat, and they knew it. Jeff only used his knife when he deemed it necessary, and despite his unsettling appearance and previous actions, they had more power than he did.

“I’m just being impatient because I’m bored,” Jeff sighed. If he had possessed eyelids, he would be closing his eyes in an attempt to get control of the boredom swirling in his mind and threatening to spell over into anger. “It’s been month since we’ve seen anypony go through the levels, even if not very many get far.”

The iridescent mare looked over at Jeff with a smile. “And that’s why it will be such a refresher to start them up again. We haven’t put ponies through the games for a while, and we want to make the challenges worth observing.”

“Good point…”

The iridescent ponies turned their attention to the screen in front of them, a trans-dimensional view that allowed them to observe potential participants for their little tormenting games. At the moment, their view was trained on the interior of a library, located in the town of Ponyville. There, a small group was gathered, where they were discussing a subject that was relevant to the interest of their observers…

With no knowledge of the beings who were quietly watching their every move, Twilight Sparkle and her friends were gathered around in the library, the lights dimmed as the library’s owner read aloud from a book of scary stories. The ponies and dragon in attendance were sitting in a circle, all eyes on the reader.

“When I returned to the abandoned house, there was no sign of anypony… except for one thing.”

The intrigue felt in the room was almost tangible as the group leaned in closer, both afraid and eager to hear how the rest of the story went.

“In the very spot where I had last encountered Slender Pony, there was a note, in my sister’s writing. It wasn’t a plea for help, or gave any hint to where she might be. It was just a circle, with an ‘X’ crossing through it, and the words ‘Always watches. No eyes.”

A few of the others visibly trembled, moving closer to each other.

“Eventually, my sister and I were reunited, as she mysteriously returned about three days after the incident. She was unharmed physically, but she was psychologically scarred, always wary around dark places and faceless mannequins from then on. Even so, she never mentioned Slender Pony to anypony else besides me. But we both learned one thing in that encounter.

You never truly find Slender Pony. He is the one who finds you."

As Twilight concluded the tale, she noticed the gaze of all her friends, wide-eyed and looking like they wanted to check over their shoulders just to be safe. She noticed that Fluttershy and Spike looked especially scared, as if afraid that Slender Pony was going to pop up right behind him and steal them away.

A sympathetic look came over Twilight’s face as she set the book down. “Guys, it’s okay.”

“But… but…” Spike stammered, his eyes wide. “It seems so real…. All those stories about Slender Pony are everywhere…”

“And, and if so many ponies have talked about it,” Fluttershy said quietly, “then it has to be true, right?”

“Trust me,” the purple unicorn insisted, smiling gently to reassure her friends. “There’s no such thing as Slender Pony or a deadly sleep experiment or anything. Those stories are made up.”

“No matter what a certain pony may try to tell to tell you,” Applejack said, shooting a glare at the pony that had been just been trying to sneak up behind them.

Rainbow Dash slumped back into a sitting position as her cover was blown, having lost the element of surprise. “Aw come on, Applejack, I was just about to scare him!”

Rarity shot a stern glance at the cyan pegasus as she pat Spike on the head. “Rainbow Dash, you have no reason to try to freak us out more than we already feel. Slender Pony is already unnerving enough as it is.”

As the reader closed the book, Pinkie Pie craned her neck to get a better look at the title, Slender Pony and Other Creepypastas. “Twilight, why do they call these stories ‘creepypastas’?” The party pony frowned, scratching the top of her head in confusion. “They aren’t made of food, and they don’t seem very tasty to me.”

“I think it’s because they’re meant to be a creepy sort of food for the mind, like pasta,” Twilight guessed with a shrug. “But to be honest, I don’t really know.”

“I would have called them creepycumbers!”

Everypony looked at Pinkie incredulously. “What?”

“Creepycumbers!” Pinkie clarified, the discussing lightening her mood from the Slender Pony story. “It’s like creepy and cucumbers put together!”

Applejack cracked a smile and arched her brow. “Why in tarnation did you pick cucumbers, of all foods?”

Pinkie shrugged. “It just has a nice ring to it!”

The atmosphere of the room was considerably brightened as everypony laughed good-naturedly at Pinkie’s reasoning.

“Whatever they’re called,” Twilight assured, “those stories about Slender Pony, haunted games, whatever - they’re just urban legends. None of them are true.”

“Positive?” Fluttershy said quietly.

“Positive.” Twilight affirmed with a nod.

With the reading completed and the lavender unicorn's assurance, the inhabitants of the room were surprised at the irony of their topic.

“How very wrong you are,” the iridescent mare said quietly, her gaze lingering on Twilight.

“And you all will find that out very soon…” the stallion said as a further add-on.

The opalescent pair, along with Jeff, looked behind them as they heard hoofsteps. Walking out of the shadows was an extremely tall pony who towered over them. A faceless pony who had a black circle with an ‘X’ crossing through it as a cutie mark.

Slender Pony.

A chuckle from the female iridescent pony. “It looks like our next batch of participants is ready.” She glanced at the gathered ponies. “Time to bring them in.”

Despite a lack of a face, the trio had a feeling that Slender Pony was mentally smiling.

The two shifting ponies spoke in unison, voices seeming to rise in volume as their eyes quickly flashed in several different colors.

“Open the portal."

The Participants

After having heard the Slender Pony story, the rooms inhabitants weren't exactly willing to read any more unnerving tales. They all agreed then and there that that was enough scary stories for the night.

"Don't worry everypony," Twilight said matter-of-factly as her magenta-colored magic levitated the creepypasta book up to its place on the bookshelves. "They are interesting stories, but everything in these creepypastas is made up. Now lets all just go to—"

A sudden whooshing sound from the other side of the room caused everypony to look around for the source as Twilight released her hold on the book in surprise, the tome falling to the floor.

"What in the world is that noise?" Rarity asked incredulously, looking more than a little concerned.

"Forget just the noise," Applejack pointed toward one of the bookshelves with a hoof, a sort of water-like ripple forming in front of it. "What the hay is that?!"

As the others looked in the direction that the farming pony was pointing, the mysterious rippling increased in pace before the wave-like form suddenly seemed to morph into a a darkened tunnel, the ripples tearing a hole in the fabric of their reality. A majority of the bookcase was now obscured by the appearance of the portal. The mysterious entryway could only really be described as a tunnel, with a dark purple, shimmering aura appearing to outline the edges of a pathway near the bottom, brief bursts of color appearing to flash to the sides. But what colors there were were dulled, and the pathway seemed to sway back and forth like the walls would collapse on any pony who tried to enter. And even the wispy path and flashes of muted color seemed to be smothered by darkness several feet in, a shadow that extended onward to who-knows-where.

The seven stared at it, dumbfounded at the rift's sudden appearance. After a stunned silence that hung in the room, Spike was the first one to speak.

"It's a... portal." he said, looking both wary and intrigued as he stepped a bit closer to the unusual entryway.

"Don't go near it, Spike." Twilight said firmly. Her eyes narrowed, intently gazing at the illuminated pathway, and how it seemed to simply fade into the shadows. "We don't know what it is."

Rainbow Dash snorted. "It's a pathway, obviously!"

"I meant what's it in it," the purple unicorn said in exasperation, rolling her eyes. "And why is it here?"

Fluttershy stayed back, but she was still perplexed by it as much as everypony else. "I don't like how dark it looks."

"And it looks all wavy!" Pinkie exclaimed. She subconsciously—or perhaps it was consciously, one could rarely tell with Pinkie—started swaying in rhythm of the pathway's back-and forth motion.

"Maybe Slender Pony's hiding in there!" Rainbow laughed.

"Rainbow, this is no time for—"

A noise from the gateway instantly stopped Twilight's scolding. It sounded like laughter. Faint, echoing laughter.

"... games," she finished quietly.

The laughter seemed to increase in volume.

"R-Rainbow," Rarity stammered, glancing over at the cyan pegasus. "Please tell me this is just... one of your pranks?" She looked around nervously at the expanse that surrounded them. "A really... ominous prank?"

"If this is a prank, it ain't funny," Applejack muttered in an irritated tone, looking in Rainbow's direction as well. "It's way too creepy."

But it was clear by the shocked look in Rainbow Dash's magenta eyes that this was definitely not a prank. She was just as confused as everypony else.

For a few tense moments, everything was quiet. But that silence was quickly broken as, almost in an instant, what looked like a myriad of large black tentacles shot out of the portal and quickly wrapped around the ponies and dragon.

"What the hay?!"

"Huh?!"

"AHH!"

"What's going on?!"

"What are these things?!"

"Help!"

They tried to kick, fly away, and blast magic energy to escape, but to no avail. The grip that the tentacles had on them was incredibly strong. Not enough to suffocate them, but somehow tight enough so they couldn't escape. They almost seemed to have a supernatural chill to them.

As if been reeled in on a fishing line, the seven were tugged into the portal, having barely enough time to see the light of the library disappear as the portal closed behind them, encasing them all in the misty darkness, the dark flashes of color and purple-bordered pathway their only source of illumination.

Everyone in the group screamed as they were forcibly tugged by the mysterious tendrils, only managing wide-eyed looks at each other in the occasional moments of visibility. Where was it they were being taken, and where had these tendril things come from? And why?

Though the group's terrifying ride didn't last long, when the end of the portal's pathway came into view, things only got worse.

A figure was looming at the end of the tunnel, seeming to stare directly at them. A earth pony with no mane who towered over them, sporting a black suit and a chalk-white face devoid of the features that a normal pony had. He was clearly the source of those tentacle-like appendages wrapped around them, as his long black tail was split into a myriad of tendrils that had reached out to grab them.

All seven of the group instantly knew who it was.

"SLENDER PONY!" Fluttershy shrieked, though not as loudly as she would have had she not been out of breath from screaming.

But seconds before reaching the end, Slender Pony moved out of the way, causing the seven captives to be pulled through and land on the cold stone floor with a thud, accompanied by the sound of the portal closing behind them. The tendrils restraining Twilight and her friends released their holds and formed back into Slender Pony's tail.

Everypony shakily rose to their hooves (or feet, in Spike's case), and managed a quick glance of their new surroundings. They had indeed landed on a hard stone surface, but it was as if there was a spotlight above that only shone on them. Everything else aside from the new arrivals and Slender Pony was shrouded in darkness.

Their attention was then fixed on the tall, thin stallion who had brought them to this place, the only other being with them in the concealing darkness. From the way Slender Pony was standing, they could now see his cutie mark, a sketchy black circle with an 'X' crossing through it.

"Just like the story," Spike said in a hushed whisper. Though he knew with a sinking feeling that this was no story, it was real. As impossible as it seemed, it was real.

Twilight immediately charged up her magic, eager to fight, but at the same time trembling as she stared into the blank white face of this urban legend turned real. She was trembling not only from having the wind knocked out of her from the sudden pulling and landing, but because of the creature standing before them. After everything she had just said, assuring everypony else that Slender Pony wasn't real, here he was... right in front of them...

"Why did you bring us here?!" Twilight demanded, stepping closer despite her nervousness and charging up her magic still further.

She hadn't really expected Slender Pony to answer, but nopony expected to hear two voices that seemed to echo around them, the source seeming to be from somewhere above.

"Because we needed to get some new participants for our game."

The seven of them instantly looked upward toward the source of the voices, but not before noticing Slender Pony suddenly fade away.

"Hey!" Spike exclaimed in shock. "Wh-Where'd Slender Pony go?!"

"Oh, don't worry," one of the two former voices said—a mare. "He's up here, with us!"

"Who are you?" Twilight called out, squinting to see in the clouded darkness.

"Don't worry, said the second of the two voices, a stallion this time. "We'll introduce ourselves to you very soon!"

Suddenly the black, misty-like atmosphere overhead faded away to reveal the larger expanse, a little of the darkness on their level fading away as well. It didn't completely reveal the area they were in, but they could see one part of their floor and the area above—enough to gain a gauge on their surroundings.

"Woah..." Pinkie Pie said when the view began to clear, her blue eyes wide. "It's huuuuuge!"

From what they could see, the area they were in was a circular arena that branched off into different pathways, almost every corner showing a variety of portals much like the one that they had just come through. As they looked upward, it they could see that there were separate, circular levels with passageways just like those of the floor they were now on.

"Wait a minute..." Twilight tilted her head, her eyes clearly expression her utter confusion. "It looks like each of those floors are bigger than the preceding one. Unless there's quite a bit more on these floors that we're not seeing as far as floor length goes, technically a structure wouldn't be able to support itself properly like this." She frowned. "It doesn't make any sense."

"Like I said once before, Twilight Sparkle," a familiar voice said, "what fun is there in making sense?"

The group whirled around at the voice, visibly shocked as more of the black smoke cleared, revealing the spirit of chaos himself, Discord. Rather than wearing a smile as they suspected he would, the draconequus looked rather irritated, his arms crossed.

"Discord!" Rainbow Dash shouted, eyes narrowed, looking like she was going to charge straight at him if he tried anything funny.

"Yes, it's me." The draconequus's expression wasn't lit up with the mischievous glint that it had the last time they had encountered him, but rather looked unusually perplexed.

"But we turned you into stone last time we saw you!" Rarity said, both fearful and confused. It was clear that everypony else was thinking the same thing. "How in Equestria are you out again?"

To everyone's surprise, Discord put his front paw and claw in the air in a sort of "I don't know" shrug, and his red eyes revealed genuine puzzlement in their gaze. "I have no idea, my little ponies - I was there, in the Canterlot Gardens, minding my own 'turned-into-stone' business." His voice was understandably bitter. "Then suddenly a dark portal opens up and I'm whisked away by these black tentacle things-"

"That's exactly what happened to us!" Twilight blurted out. The others looked just as surprised - none of them could accuse Discord of lying if he was describing the exact same thing.

"You shouldn't interrupt, Twilight Sparkle," the spirit of chaos said in a distinctly irritated tone. "Anyway, so the moment I'm grabbed by those tentacles and dragged through the portal, I lost my form of being encased in stone." He stopped hovering in the air and landed on the ground with a sigh. "Ordinarily that would have been great—free to roam the land and cause chaos once again! But something about it held me there, and it neutralized my powers of teleportation. And next thing I know, I'm thrown into this place with all these others. And now you're here." Discord looked pensive. "And if I'm right, I think you seven are the last ones."

"Hold it," Applejack said, arching her brow. "Others? Last ones?" Who are you talking about?"

Discord sighed. "Oh, what, do you think we're the only ones here?"

As Discord spoke, the mist began to clear away, and another figure appeared beside him.

"Chrysalis?!"

The changeling queen sighed, mouth twisted into an irritated snarl. "Yes, yes, I got here the same way that you all did." She pointed at Discord. "We were just discussing our situation a short while before you all arrived."

"Is..." Fluttershy gulped, looking around at the mist that concealed most of the area. "Is anypony else here?"

"Considering that we're here against all odds, I'd say it's pretty likely," the changeling queen muttered irritably, glancing upward as if searching for her unseen captors.

As if responding to Chrysalis's statement, the black smog began to fade a little more, just enough to see a few more of the ponies that were present. Applejack's expression changed into one of horror.

"Big Macintosh?! A-Apple Bloom?!" The farming pony stammered for words, as she saw her two siblings looking frightened, confused, and surprised to see Applejack. "You're here too?!"

"Eeeyup," the large red pony said sadly.

"Applejack!" Apple Bloom cried out.

"I thought y'all were havin' a sleepover with Scootaloo and Sweetie Belle!"

"We were," the voice of Rarity's younger sister replied before the mist cleared to reveal her and Scootaloo, looking equally as scared as Apple Bloom.

"Sweetie Belle!" Rarity shrieked, tears pricking at her eyes as she saw that her sister had been dragged into this terrible place. "No!"

Wide-eyed, the young fillies attempted to run over and join their sisters, but suddenly were knocked back by an invisible force.

"Ow!"

"What the hay?"

Applejack's eyes widened. "What in tarnation is going on?!"

"I can't get over to you!" Apple Bloom called, steadying herself.

Scootaloo trotted over to where her friends had rebounded from and knocked on the seemingly empty space with a hoof. "It's like there's an invisible wall or something!"

As Rarity looked closer, she could see that there seemed to be a faint shimmering from where Scootaloo had hit the barrier. "It's a magical barrier that's separating us."

"I'm guessing that's all just a sick practice by our 'hosts', whoever they are," Chrysalis muttered.

But the introductions weren't finished quite yet as the disappearing mist brought more ponies into visibility.

"Hi guys," another voice said as Derpy came into view, with a familiar brown pony standing next to her. Somehow Derpy managed to sound less worried then she looked.

"Derpy? Doctor?"

"Yep," the Doctor sighed. "It seems we've found ourselves in the same sort of... unusual circumstances."

Derpy managed a smile. "Good to see you guys!" The moment the words were out of her mouth, the gray pegasus instantly tried to correct herself. "...I-I mean, I would say that it's good to see you because we're not alone, but it's not because we're.... wherever this is." She glanced at her friend. "Uh, Doctor, where are we?"

The Doctor sighed. "Honestly, Derpy, I'm just as stumped as you are."

"Did you do something that caused a rift in time and space again, Doctor?" the gray pegasus said half-accussingly, brow arched in a questioning gesture. "The tail of that tall pony thing looked almost like a flying tentacle-y version of the Vashta-"

"Trust me," Doctor said, "whatever the rift was that brought us here, it wasn't my fault!" He looked thoughtful. "Though come to think of it, I'm sure I've seen that pony-like creature somewhere before..."

"He's in a story," Derpy pointed out. "Slender Pony."

"Oh. Well, they do say that stories have their basis in fact..." Doctor's eyes turned slightly upward in thought. "I wonder though, if 'Slender Pony' is now confirmed to be real, then where did he come from?"

Derpy shrugged.

Pinkie finally voiced the question that was on all their minds as she raised her two front hooves: "Wait a minute, how many of us are here?!"

"From that smokey stuff, I'm guessing a lot..." Derpy said hesitantly, turning her mismatched eyes in the direction of the black smog that shielded a large portion of the supposed circular arena.

As the smoke cleared completely, there were murmurs of surprise and horror as everypony could finally see each other at last.

"Oh dear..." Doctor said quietly, glancing worriedly at all those present in the arena.

In another small group cut off by an invisible barrier, there were a few ponies that were easily recognizable to Twilight and her friends - the schoolteacher, Cheerilee, and two of the CMC's classmates, Diamond Tiara and Silver Spoon. The musical ponies, Vinyl Scratch and Octavia were there, as were Lyra Heartstrings and Bon Bon... and the zebra who lived in the Everfree Forest, Zecora.

"At last, that mist is starting to clear," Zecora said, relief briefly written on her face as more of the assembled came into view. "But there are far more than I originally feared."

"Zecora!" Twilight exclaimed. "Did... did you come here the same way we did? The portal and Slender Pony?"

The zebra sighed, speaking in her traditional rhyming pattern. "When Slender Pony appeared and came for me, there was no time for me to flee." She glanced in the direction where Slender Pony had once been. "I tried to fight and escape its hold... but it seemed to entrap me in an unearthly cold."

"That's how it was with us too..." Rarity said, shuddering a little at the memory. It was if those tentacles had frozen them, leaving them unable to escape.

A glance around soon revealed that Gilda and Trixie were present as well, with the griffon looking like she wanted to beat up whoever had brought them there. Knowing Gilda, she'd have the full capability to do so if she wished.

Pinkie stared, her expression displaying an annoyed frown at the memories that surfaced. "Those meanies are here too?"

Luckily for Pinkie, neither Gilda nor Trixie seemed to hear her comment, as they were debating with each other.

"The Great and Powerful Trixie demands that you release her!" the blue unicorn shouted upward, hoping somepony would hear. "This is unacceptable!"

"Shut it," Gilda snapped. "I don't think whoever brought us here is gonna listen to some stuck-up pony who talks about herself like that—"

Trixie whirled around at the griffon, glaring. "I'm not all too fond of your tone night now."

"I'll talk in whatever tone I want," Gilda shot back.

As the black smog began to fade faster, the others could see two familiar businessponies and a certain minotaur.

"I must say Flim," Flam commented to his brother. "This is quite a predicament we've found ourselves in."

"Couldn't agree more, Flam," Flim said. "That was probably just about the scariest thing I've ever experienced in my life.

"And ol' Iron Will has a feeling it's gonna get worse," Iron Will pointed out with an irritated tone, looking around for any sign of their captors. "I've never talked about preparing for this in any of my seminars." He frowned. "When we get out of here, maybe I should cover that..."

"I'm not sure how well other ponies would take 'Supernatural Survival Guide' very seriously," Flam said doubtfully.

Iron Will frowned at him, snorting slightly.

As the smoke began to clear still further, another voice spoke out of the gloom. "Twilight... oh no... you're here too...."

Twiight gasped at the voice, stunned. She knew that voice so well, had practically grown up with the being it belonged to... "No... it can't be..."

To everyone's shock, even the royals of Canterlot—Blueblood (Rarity glared at seeing him), Shining, Cadance, Luna and Celestia - had somehow gotten dragged into this same large convergence. Celestia had been the one who had spoken.

"No!"

They can't be here... not them, not them!

Dismayed that the Princesses and her family were present in this horror-place, unwilling to believe it, Twilight hurried over to reach them, to see if they were real yet praying that they weren't...

And she smacked straight into the barrier that separated them, sending her reeling as she attempted to regain her focus.

"We were hoping that thing wouldn't have gotten you too," Cadance sighed. "I... I kept trying to reassure Shining that you'd be fine..."

"Are you okay, Twily?" Shining clearly looked worried for his younger sister, dismayed that she was even here in the first place.

"Physically, yes..." Twilight murmured with a melancholy sigh. She couldn't ignore the truth anymore - they were trapped in this nightmare world just as much as she was.

"We have to find some way out of this." Stamping her hoof, Luna turned her head upwards and called out in her Royal Canterlot Voice. "I DEMAND THAT YOU RELEASE US AT ONCE!"

Everypony cringed slightly at the volume.

"And I thought you were loud and demanding," Gilda muttered to the unicorn beside her, earning a glare from Trixie.

While there was no verbal response to Luna, the magical barriers separating them vanished, and everypony was able to converge in a single group. Amidst all the chatter, the populace were all discussing the same question: "What are we doing here?!"

"Where are we, Applejack?" Apple Bloom inquired, trembling from fear and coming close to her sister.

"I don't know," Applejack admitted, looking utterly miserable at the realization that her siblings and so many others had somehow arrived at the same place she and her friends had.

"I think we owe you all an explanation."

Everyone present looked upward at the voice, and they finally got a view of their hosts. On a platform that seemed to defy the laws of gravity, Slender Pony stared down at them, joined by three others.

The two taller ones easily stood out—a stallion and mare who seemed to glow with color, every part of them glimmering in every color in the spectrum. It was almost as if one was looking at them through a sort of prism, as their coloring seemed to mostly be of a crystaline blue-white, but it was often overtaken by the ever-changing flashes of color. There was another strange aspect of them as well—in an almost wraith-like appearance, the dim formations of wings and a horn could sometimes be seen, in that same unusual color scheme as the rest of their bodies. But like their colors, the horns and wings were never constant—one instant one would be there, then in a flash they were gone. As if they were primarily earth ponies, and the extra features were merely a trick of the light, an illusion they created. It was quite unnerving for the group to see these wraith-like ponies glancing down at them.

The smallest of the group was a white colt with a stringy black mane and tail, grinning down with a disturbingly wide smile and black-rimmed eyes. As the group carefully watched him, he didn't blink. Could he even blink? Either way, the sadistic way his eyes seemed to glint and his carved-in smile was terrifying. It was as if he wore that constant expression trying to scare other ponies on purpose.

"Now, introductions," the prism-like stallion said, for he had been the one who had spoken earlier. "You all know Slender Pony, since he brought you here. But I," he put a hoof to his chest, "am Lightning Prism."

"And I'm Crescent Beam," the mare followed in turn.

The pair now spoke in unison. "But you can call us the Iridescents."

"And this," Crescent gestured to the young colt beside her. "Is Jeff."

"Well, thanks for the intro," the colt said with his ever-present smile. "Finally there's gonna be carnage!"

"Carnage?!"

"What kind of colt feels happy at the idea of ponies getting brutally injured?!" Cheerilee exclaimed, staring up in disbelief at the demented young pony.

"Apparently that sick twisted pony," Gilda muttered. "That's horror story stuff!"

"You should know that how I got this way could be considered a horror story." Jeff's brow furrowed in anger as he brandished his knife. "Next one of you to insult me gets a knife to their throat!"

Celestia stepped forward, her eyes staring at Jeff with a challenging gaze. "You, young colt, shouldn't even dare to hurt these ponies, or you'll have to answer to me."

Jeff laughed mockingly. "I'd like to see ya try, Princess! I could tear you apart if I wanted to!"

"Now Jeff," Lightning Prism chided with a stern glance, "the carnage will have to wait. We're only on the first level, remember?"

Jeff slumped down slightly, the expression on his face a mixture of anger and resentment. Everypony could tell that the eternally-smiling, eyelid-less pony would quite happily murder any one of them if he got the chance.

"Hey, lame-o," Gilda snapped. "Don't think some little colt like you is gonna go and try to threaten me!"

She started to fly up toward him, but stopped when, to everypony's surprise, Jeff pulled out a sharp knife and aimed it directly at the gryphon. Gilda's eyes widened, both from the shock of hitting another invisible barrier and the surprise of the colt threatening to use a knife on her.

Jeff laughed. "You wanna bet on that?" he taunted in a sing-song voice. "I've had enough practice to get a good aim."

A tangible chill shot through several members of the group. Jeff spoke about stabbing somepony else with a knife like it was all a game to him. And he was just a colt, probably only a few years older than Apple Bloom.

Gilda looked up at the four in rage. "You are one sick little scumbag of a colt." Everyone could tell by her voice that by "sick", the griffon meant "demented" rather than "cool".

Rainbow Dash stared up boldly, trying to be brave despite her unease. "Well we can break that barrier!"

All of the members of the group who possessed wings attempted to charge at the barrier, joined by the magical energy of the unicorns and alicorns in attendance.

"Not so fast!" Cresent Beam announced, pressing a button on the platform with a click.

Instantly, an ethereal bolt of light jolted through the lower level, instantly causing all of the ponies with wings to fall to the ground, and the magic from those with horns to sputter out and fade.

"Huh?!

"What?!"

"How'd that happen?!" Rainbow gasped.

Twilight attempted to charge up her magic, but all she could produce was a few small sparks. "Wha- I can't use my magic!"

Chrysalis attempted to change her form, but though the signature green flames appeared around her, her appearance was just the same as before. "What is the meaning of this?!"

"Just as planned!" Lightning said proudly. "It's all part of our rules. In order to go through our games, you need to have limited flying and limited magic.

Discord looked absolutely indignant. "Hey!" He glared at the four, hovering a bit off the ground. "Stop stealing my rules!" He pointed at the ponies who had wielded the Elements of Harmony. "I had them go through that same sort of thing! Quit copying my tactics!"

"We haven't neutralized your abilities completely," Lightning Prism said with a wave of his hoof, staring right down at Discord. "We've simply made it so that those who can fly can, at most, hover about a foot, and magic spells can be used just enough to see by if you need light in a dark area."

Crescent Beam smiled, one front hoof on the other as she counted off the list. "No teleporting, no blasting away enemies, no flying over obstacles - you are all going through these games as equally as possible."

Twilight glared up at them. "What do you mean by 'games'?"

"Look around and above you!"

Everyony fell silent as they took in the pathways and portals around them, glancing upward at the circular layers above them, the various paths seeming to change almost as rapidly as the Iridescents' colors.

Scootaloo was the first to break the silence. "And?"

"You're a bold little filly." Lightning smirked, his muti-colored eyes seeming to brighten. "Anyway, every portal here projects a pony into a world of the 'creepypastas'."

Twilight and her friends all looked nervously at each other.

"Hold on a minute," Vinyl said, puzzled. "You mean that creepy urban legend stuff?"

"Exactly." Lightning then nodded to Crescent, allowing her to continue the explanation.

"These creepypastas, you see, aren't just stories—as the appearance of Slender Pony and Jeff here should make you well aware of. So we figured that we'd bring a few of you here to experience them, as a test for us."

"A survival test," Jeff clarified, his smile seeming to grow wider.

Crescent continued. "The point is, there are 8 floors here, which we call Levels, and in each Level there are many portals to these creepypasta worlds, as you can see here." She paused, giving the participants time to look around at the portals on their level, which seemed to fade in and out. "You need to survive each creepypasta that you go through, which we can either have you go through alone or with another pony or two. Eventually, if one or a group of you are lucky, until one of you ends up finding a gateway within that world that will lead you to a small forest. There, you will be able to find one of the Slender Notes, which are necessary to proceed to the next Level."

Lightning took over the explanation. "Once a Slender Note is found, everypony who is still left will be transported to the next Level, where the stories will become harder to survive, or at the very least come out unharmed from."

"So we have to go through these tons of stories that could hurt or kill us, just to find a bunch of silly old notes?!" Diamond Tiara shouted. She looked as if somepony had demanded her to play hide and seek in a dumpster as big as her house, filled with year-old rotten garbage and a tub of quicksand that could suck her in if she got too close, all for the purpose of find a needle that wasn't worth a bit.

"Those Notes are more important than you think, young filly," Lightning Prism explained with a stern frown, eyes glimmering, "but... yes. Think of it as a scavenger hunt of sorts."

Yes... a scavenger hunt...we've had our share of those... After briefly glancing upward for a moment, thinking about their "scavenger hunt", Crescent Beam continued for her irritated partner. "In addition, the more Levels you traverse, the greater the chance of one or more of you getting Slender Sickness."

Cadance tilted her head, curiosity outmatching her fear. "What's Slender Sickness?"

Silver Spoon turned her gaze toward Slender Pony. "Does that mean we'll start to look like him? All faceless and stuff?"

Slender Pony turned his head, and the assembled had a feeling that he was glaring down in disapproval at Silver Spoon's comment.

"No," Lightning said. "We'll explain it in greater detail when one of you gets it.... best to keep it a surprise." The shimmering pony laughed, a low chuckle that sounded as cold as winter ice.

With that, Slender Pony vanished, leaving his space on the platform empty.

Pinkie blinked her eyes, making sure she had seen correctly as she twisted her head to look around. "Where'd Slender Pony go?"

"Oh, don't worry," Jeff said, eyes shining. "He'll be around."

"I'm not sure I like the sound of Slendy coming back..." Pinkie said quietly, her blue eyes holding a glimmer of nervousness even as she laughed a little.

Crescent Beam picked up from where her companion left off. "Seeing as there are 8 Levels, the goal is to find all 8 Slender Notes."

"And what happens when we find all 8 notes?" Celestia asked, standing tall and looking sternly at their hosts. "Then you'll let us go?"

"If you manage to find all 8 and survive, then you all get to go back home," Crescent finished. "... Those of you that live through it all, anyway."

That single sentence unnerved everypony in the large room.

"There's no guarantee on survival," Jeff pointed out with a tone that was far too happy for anypony's comfort. "Except perhaps on this first Level, unless you really mess up." The young colt scoffed.

The fact that they were about guaranteed to survive on at least this first level only alleviated everypony's fears very slightly. At the very least, they wouldn't step through one of these portals and instantly die.

"No need to worry," Crescent assured them. "We'll have a little more to explain when you get to Level 2, at least."

"You'd better," Shining said with a glare, determined to do whatever it took to stop them and get out of there.

The Iridescents smirked at the defiance of the participants below them. "Oh trust us, this will be fun. But, for now, participants..."

The Levels above the crowd were suddenly obscured by the black smog that had surrounded them before, leaving the participants on the Level 1, the various portals opening and closing around them.

They didn't notice the eyes of the Iridescents glance briefly at each other before they turned their heads down to the participants.

"Let the games begin."

Level 1 - Upstairs

As the Iridescents finished their introduction, the shifting of the portals seemed to settle from their prior rapid opening and closing. One in particular opened up that appeared to be the intended one to go through, close to a small stairway to the left of the arena. Unlike the others had in the past, this one remained relatively steady and open.

The overlooking ponies glanced in the portal's direction, prompting their guests to follow their gaze. As they peered into the portal's entryway, the group could see that it looked like a sort of smoky dark blue orb, though as they looked at it closer, the misty forms of stairs briefly showed themselves.

"So then," Crescent Beam began, her voice echoing in the chamber, "it seems that this portal here is the first to be open to the story worlds. 'Upstairs', interesting choice for the start; short, creepy yet not too traumatizing..."

"Wait a minute," Flim said, looking curiously up at the hosts, "you seem to be implying that you're surprised. I thought you ran this place."

"Or at least you act like it," Flam added.

"When a portal opens to a specific world, it is simply the will of this place's laws," Lightning Prism explained. "We are not in charge of which portals are made accessible. It is not our choice."

"So you mean whatever portal opens, you don't pick it?" Sweetie Belle questioned. "It just happens?"

"Precisely."

"But how—"

"There are forces that reside here beyond our control," Lightning interrupted, with a cryptic glance upward.

The others followed his gaze, but saw nothing out of the ordinary from what they had seen earlier.

"However," Crescent said, taking over in the speech with a smile on her face. "We can choose which ones participate in in each specific story world. So..." Her luminescent eyes looked down at the group, and instantly seemed to find her target. She smiled.

"How about you, curious little Sweetie Belle?"

There was a cry of protests from a few of the participants.

"WHAT?!" Rarity demanded, her eyes seeming to radiate anger at the thought of her sister going through the trials. Defensive for her sister, she angrily tried to fire a burst of magic at the Iridescents above, only to have a small spark of magic come out of her horn. The anger was joined by sadness in her eyes as Rarity recalled that she couldn't defend her sister with magic after what the Iridescents had done to them. "Don't you DARE put my little sister through this!"

The young filly took a few paces back, caught off guard at being picked. "Wh-Why me?"

"Why not?" Crescent countered with a shrug. "You volunteered in a way, Sweetie Belle, with your question."

"That wasn't volunteering!" Rarity said with a stomp of her hoof, moving in front of her sister as if to shield her from the threat above. "She shouldn't be punished for being curious by going through your ridiculous games!"

"Better now then later," Lightning Prism chuckled slightly, placing his hooves over the platform's balcony to peer more steadily at them as he spoke in an authoritative tone. "Think of this not as a punishment, but a privilege. She gets to start out on one of the easier ones, and nothing here on the first level will kill you. If anything, it's a mercy to have her first experience be an easy one."

Jeff snorted and muttered something under his breath about wishing that he could just tear that young filly apart right now to satisfy himself. Luckily for everyone else, they didn't hear the maniacal colt's words, though they did see the hostile glare directed at them with his lidless eyes, a gaze that craved blood to be spilled.

Everyone else fell silent, knowing that Lightning had a point—it was better for her to go through one of the easier ones then to have a more likely chance to go through a more potentially deadly one later.

With a small click from the platform, a thin rectangular portion of the arena's floor began to open up, causing the ponies in the vicinity—which in this case were Derpy and the Doctor—to leap out of the way. The brief rectangular gap in the floor was quickly filled as the assembled participants watched a large screen rise out of the floor.

"What's the screen for?" Pinkie called out.

"Glad you asked," Crescent replied. "This screen here will allow us all to see what the participants involved are going through as they travel through the various worlds you'll encounter."

"That includes the images of your gruesome demises later!" Jeff laughed with a psychopathic grin.

Almost everyone looked unnerved at that, reality hitting them that they would be likely to die at some point in these story trials.

"Jeff..."

The colt merely tossed his knife back and forth in his hooves at the warning tone in Lightning's voice.

"Now, step through, Sweetie Belle..."

The cream-colored filly stepped forward a couple steps, meeting the worried eyes of her sister before going further.

It was clear that the young mare was struggling to keep her breathing steady as she hugged her sister. "You'll be okay, Sweetie Belle," Rarity assured her younger sister, managing to force a smile onto her face. "We're still on Level 1, these are just creepy ones... you'll get out of it..."

Sweetie Belle swallowed hard, and, with one look back, stepped through the night-blue orb of the portal vanishing from sight.

It was at that moment that the large screen started up so that everyone else could see the first of the stories come to life...

One second Sweetie Belle was surrounded by the misty blue aura of the portal, the next, she found herself in a completely different setting to the one she had just left. In fact, it was a place she recognized immediately.

She blinked her large green eyes, barely able to believe it. She couldn't be here, not after the place she had just been... but there was no mistaking where she was.

"I'm... at home?!"

"Why do you sound so surprised, Sweetie?" a familiar voice said from behind the young filly. "Why wouldn't you be at home?"

Sweetie Belle whirled around at once, though a part of her instantly relaxed the moment she saw who it was. The pony before her was a bright pink unicorn with a purple mane, smiling gently down at her.

"Mom?"

"Of course, honey." Mrs. Belle walked over to her daughter and gently ruffled her mane with a hoof. "Why do you look so shaken up? Is something wrong?"

Sweetie Belle looked up at her mother, thinking of how to respond. This wasn't her real mother, just a carbon copy, a way that the place had gotten inside her head. And yet this seemed fine, no scariness to it at all.

For now.

"I... I had a bit of a nightmare," she finally said, figuring that was the best thing to say. "I was thinking about it." Which, even in this story universe, wasn't too far from the truth. Except the "nightmare" she had been thinking of wasn't one that she could wake up from.

With compassion in her light blue eyes, Sweetie Belle's "mother" pulled her close. "I'm here for you to talk to me about it, okay?"

The filly managed a small smile. "Okay-"

It was then that she was suddenly cast into darkness.

Rarity's eyes widened, anxious at the sudden darkness. "SWEETIE BELLE!"

"And this must be where the scary part comes," Discord commented as the others watched the screen. He yawned "How predictable and boring."

"This is Level 1, remember?" Chrysalis said in a huff. "I think these first stories are going to be relatively tame."

"Wake me when we get to that point," the draconequus said in a bored tone, placing his lion paw under his chin. "It's no fun when everything's orderly!"

Everyone else's attention was focused on the screen as the story's atmosphere quickly came into view again.

When the darkness cleared, allowing Sweetie Belle to see, she let out a faint gasp of unease. She could see that she was still in the house, but it was dark. Nighttime, and there was nopony in the house to be found. In contrast to the peaceful air of her home and the warm embrace of her mother moments before, her house now seemed sinister and unwelcoming.

This definitely was where the scarier part of the story started. But where had her "mother" gone off to?

"M-Mom?" Sweetie Belle called out hesitantly, her voice echoing in the darkness.

“Yeeeeees?”

It was her mother's voice, and yet it seemed different. Unnerving. Quieter, a bit hushed, and it didn't seem to come from the same level.

Rather, it came from the upper floor of the house.

The frightened filly came to the stairway, glancing upward. While ordinarily the white wooden staircase was a welcome sight, especially when Sweetie Belle wanted to be up in her room for a while, the newly darkened atmosphere seemed to cause the flight of stairs to be rickety, unstable, as if it was going to collapse at any moment.

Sweetie Belle gulped. Perhaps her mother wasn't up there after all. Perhaps she had just been imagining it. "Mom?'

“Yeeeeees?” the same voice again, still traveling down from the rooms upstairs. "I'm here, Sweetie..."

She realized that she had the choice between two options - going upstairs toward the supposed voice of her mother, or staying down here in the dark. Not that it looked as if there was much more light up there.

Eventually, however—whether through the tug of the voice, the desire to find some comfort, or her own curiosity—Sweetie Belle gingerly stepped up the stairway, forcing herself not to flinch under the unusual creaking of the boards under her hooves.

After what seemed to be 5 minutes, but was really only a few seconds, Sweetie Belle stepped up to the second floor. It was even dimmer up on the second floor, the only light coming from the cracks of a door at the end of the hall.

Her own room. Her mother—at least, what this place had created to be her mother—must be in there.

"Mom?" Sweetie Belle called again as she stepped a little closer, stopping herself from trembling. "Are you there?"

"I'm here, Sweetie Belle," the voice of her mother called in a tone both haunting and serene. The voice was indeed coming from behind the door.

A cold chill seemed to come through the hall as the young filly moved toward the door, her hoofsteps slow as if she were hypnotized.

"Come here, Sweetie... didn't you say you had something to talk to me about?"

"Yes..." she murmured quietly, coming closer and closer to the closed door. "I did."

"Why don't you come in here and tell me?" The voice of Mrs. Belle echoed just behind the doorway, even as Sweetie Belle was right next to it.

She knew that it was likely a trap. She knew that it couldn't be her real mother behind that door. But despite her misgivings, Sweetie Belle placed her hoof on the door, ready to nudge it open...

Suddenly, a noise caused the young unicorn to jump - the sound of the door opening downstairs. And the sound of the door rotating on its hinges was joined by a voice.

"Sweetie, are you home?"

Sweetie Belle's heart leapt in her chest—it was her mother's voice again. It sounded stronger, like her real mother, and not the ethereal echo of a voice she had heard for the past minute or so. Even in this strange story world, she could tell that the voice downstairs was her mother, her true mother, and the thing behind the door with her mother's voice was just an illusion. A trick.

"I'm here, Mom!" There was no disguising the relief in Sweetie Belle's voice as she began to start down the hallway and hurry down the stairs... but something stopped her before she placed her hoof on that first step.

"If my real mom is down there..."

Slowly, Sweetie Belle glanced over at the door to her room. The light was no longer present along the bottom and sides of the door, it was just as dark as the rest of the second floor.

In the silence, the door opened a crack.

It was as if the chilled air on the second floor had frozen Sweetie Belle to the spot as the door opened wider. She wanted to run, call for help, but at the same time there was something about it that seemed to pull her in.

The door opened a little wider, to reveal the figure who had been hidden from the filly's sight until now. It looked like her mother—exactly like her mother, in fact.

But Mrs. Belle's appearance quickly changed. Her face and body became pale and skeletal, almost appearing to look like a cross between a pony and a spider. Her eyes were no longer blue, now instead they gleamed a strange, cold black.

"Come to me, my dear daughter..."

The creature's now only bore a faint resemblance to that of Sweetie Belle's mother, taking on much more of that eerie, echoing tone that had only been marginally present before.

The doorway where the creature taking the form of her mother stood then seemed to gain its own form of gravitational pull, beginning to pull Sweetie Belle towards it. Towards the pony-spider creature who had taken the form of her mother.

"Mom!" Sweetie Belle cried out, trying to turn back toward the stairs despite the strength of the doorway's mysterious pull. "Help!"

But her mother downstairs didn't seem to hear her. The sucking pull of the door caused a sort of wind to whistle in her ears, pulling the struggling filly ever closer to the figure at the door.

"I am your mother," she hissed.

That was the last that Sweetie Belle heard before the alluring tug of the doorway lifted her off the ground and straight into the waiting hooves of the pony disguised as her mother, the door slamming shut behind her...

And the next thing she knew, she found herself hurled out through the smokey blue portal she had come through, landing with a small yelp of surprise as she tumbled, half frightened and half relieved, onto the ground of the arena.

Level 1 - Dreamworld

The moment that Sweetie Belle tumbled out of the portal and back onto the cold ground of the arena, she was embraced by her sister's hooves, attempting to console her.

"Sweetie Belle, are you okay?"

Shaking slightly, the young filly got to her hooves and nodded. "I-It was so scary... there was this thing that looked like Mom but it wasn't Mom and-"

"We saw the whole thing, Sweetie Belle," Scootaloo interrupted. She pointed a hoof toward the large screen on which the story had been displayed. "That was pretty freaky."

"And there will definitely be more freaky ones to come!" Crescent Beam called down with an eager smile on her face. The ever-changing colors on her body seemed to shift at a faster pace if she got excited.

"Don't remind us," Gilda muttered with an annoyed flick of her tail. "Being in this stupid place is freaky enough."

"Either way, that wasn't so bad, was it?" Lightning Prism inquired in an almost kind demeanor. The platform on which he and the other hosts were perched on lowered slightly. "Pretty harmless."

"Other than scaring us silly!" Pinkie exclaimed, managing to keep a slight smile on her face. She laughed slightly, though whether it was from nervousness, relief, or an attempt at personal comfort, nopony really knew.

"Exactly," the male Iridescent agreed. "Nothing in this first Level will kill you. They'll almost certainly unnerve you on some level, but nothing will grievously hurt you or end your life."

"And that's supposed to make us feel better?" Trixie demanded.

Lightning's eyes narrowed firmly in response. "Want us to immediately make it so that every story is almost guaranteed to seriously hurt or kill you?"

The blue unicorn fell silent.

There was a deranged bloodlust in Jeff's lidless eyes, but for the time being he was said nothing. It was clear however that he simply wanted to get to the later levels and watch ponies die.

Another portal quickly opened on the opposite side of the arena, its appearance steadying like the first trial's had been. This one bore a silvery border, with a multitude of colors swirling around inside it.

The hosts looked curiously at the portal.

"Dreamworld, huh?" Crescent mused. "Interesting one..." She glanced at Lightning, who looked just as intrigued.

"So what, does that mean we go inside somepony's dreams?" Apple Bloom's wariness gave way to a cautious interest. "That doesn't seem too bad-"

"Knowing these guys, there's probably something sinister about it," Twilight interrupted, eyes narrowed at the ponies overlooking them. "Like sending us into nightmares."

"It's nice of you two to volunteer," Lightning said in an off-hand matter, "but we'll save you two for later."

"Don't worry, you'll get a chance somewhere along the line!" Crescent assured brightly. Her multicolored eyes turned thoughtful as she scoured the crowd below.

"... How about we give this one to Discord?"

Everyone's heads swiveled around to look at the stunned draconequus.

"Me?" Discord's wings fluttered a little and his red-pupiled eyes glanced curiously upward. "Why me if this is just a Level 1?" He bore an expression of genuine puzzlement and irritation as he waved his eagle-clawed hand indignantly. "I would think that I'd deserve to be tested on a higher level."

"Do you want to be killed, you idiot?!" Chrysalis snapped.

"No," Discord replied in a huff. "I just think I deserve better."

"Simple," Crescent said in response to Discord's inquiry, ignoring the changeling queen. "You're the spirit of chaos, aren't you?"

A small smile crossed Discord's face as he put his lion paw to his chest in a pleased manner. "And quite proud of it, might I add."

"Well, it stands to reason that we ought to have a bit of a taste of your chaotic medicine," Lightning explained.

"Care to elaborate on that?"

Lightning shook his head, the faded outline of a horn briefly flashing into existence before vanishing as quickly as it had appeared. "The story world will elaborate for you." A smile crossed his face. "Level 1's can't really hurt or kill you, but that doesn't mean they can't have an effect on you."

Crescent waved a hoof toward the portal. "Now go on. Step through."

Discord walked over to where the entryway rested, frankly looking somewhat irritated that he couldn't just teleport. Despite this, he turned around to the others in attendance and gave a dramatic bow.

"Arrivaderci, everypony!" the dranconequus exclaimed, disappearing through the portal.

"Man," Vinyl muttered as the large screen began to flicker to life, "he's a bit full of himself, isn't he?"

"Quiet," Crescent chided as the second "story world" began to come into view. "Let's just see what the Dreamworld brings..."

One second, Discord had been walking upright as he stepped through the portal. The next, he found himself in a different perspective as he was repositioned on his his back, staring upward. Wherever he was, he could see nothing, trapped in total darkness.

If that weren't unusual enough, though he had just been put into this position, it felt as if he had been laying on his back for hours rather than seconds. And he felt a bit more drowsy, not wide-awake as he had been moments before...

That's peculiar, Discord thought to himself. I appear to be laying on something... unusually soft... a bed, maybe? At least it's better than being trapped in stone. But it seems too easy, too simple...

The draconequus frowned - or at least, he tried to. And it was then that he realized that something was indeed wrong.

He was completely paralyzed, unable to do so much as twitch. It was just like being encased in stone once again.

Drat it! Discord inwardly snapped. At least when I was turned into stone I knew where I was! Here it's so... dark and quiet.

The darkness and silence irked him for a different reason - as desolate as this place seemed, it had a quiet order to it. Discord, a being of chaos, couldn't stand order - it was so boring. And the fact that this place was so silent was really beginning to get on his nerves. Its silence brought an order unto itself the fact that there was nothing at all gave it a stability that Discord was unable to break.

He wanted to do something to break this silent order. Anything. And he didn't have to wait long for the atmosphere to take shape, and the silent order to end.

The area seemed to slowly become bathed in a faint, ethereal light, the ceiling above shimmering in a writing black mess as if it were alive. The faint outlines of shapes could be seen hovering on the edge of Discord's viewpoint, some appearing so close that he could reach out and touch them with a claw if he were capable of movement.

As the movement and shifting of the walls and ceiling increased, trapped on the bed, it hit the draconequus as to what was going on. Why he felt more drowsy now than he had before.

This was called the Dreamworld. He must be dreaming... but then why did he seem to be awake? And why was he immobile, paralyzed? Ordinarily his dreams were filled with an absence of any sort of logic, where he reigned supreme, but this wasn't anything like that.

There was an order that Discord could do nothing to stop. Like it or not, he had no power of chaotic influence here - he was under the order of whatever this place was.

And in that moment, the ever-rippling shadows began to change in a swirl, color and strange howling noises suddenly being brought forth.

The sudden change of the atmosphere caused a few murmurs of confusion amongst the group outside, trying to figure out what was going on.

"It's some form of sleep paralysis," Twilight said. "That's when your brain thinks that it's asleep, even if you're actually awake, and it sometimes causes weird hallucinations."

"I have a feeling these aren't gonna be just any hallucinations, Twily," Shining muttered with a frown.

Doctor, however, glanced up at the hosts at the time, a thoughtful expression on his face as he observed their expressions. The two Iridescents in particular seemed especially intent. As if they were waiting for something specific to happen. Like a code or message meant only for them.

"Clearly they're waiting for something," the Doctor said in a whisper as the Iridescents seemed to peer closer. With a second glance at the shifting ponies, the Doctor turned his attention back to the screen, blue eyes narrowed.

"What is it, Doctor?" Derpy whispered to the earth pony quietly, having noticed his change in expression.

"There's something those ponies up there are waiting for," he mused as the colors and shapes in the other world began to brighten. "And I have a feeling it could be important."

The dark space surrounding the paralyzed draconequus began to shift and brighten into a strange mix of colors and shapes, accompanied by the appearance of various strange objects and figures. One appeared to have metallic, long fingers, which carefully danced along the bed where Discord lay, barely grazing his chest and head with its cold touch. But the strange creature disappeared as quickly as it had come. As if it were a messenger alerting the ones who waited, other beings began to spring forth.

As the noises grew louder, more beings seemed to fade in and out from the swirling abyss that surrounded Discord, the likes of which not even he had ever seen. One that appeared to be a pony mixed with an octopus-like creature rose out of the vortex's depths, appearing to stare at Discord with its bright eyes. Another soon replaced the octopus-creature, this one a pale, skeletal being with soulless black eyes and extremely large fingers which seemed to large for its hands, harboring what looked like thin strips of muscle from the tips.

The large-fingered creature came over to the bed and gripped Discord's eagle claw with two of its fingers, seeming to stare directly down at him as if trying to see into the draconequus's mind.

The noises turned into loud screeches and clangs, mixed with the sound of screams within the swirling colors. But there was a muttering as well, a fast-paced murmur in a collection of voices. It seemed to Discord as if a hundred different voices were interacting in a chorus of cries and deranged mutterings of words. A chaos with order.

The thought of which both irritated Discord and unnerved him.

As he attempted to make out a few of the words, but despite the fact that his mind yearned for chaos, it seemed that here not even he could decipher the jumble of words. Then again, he wanted to hear chaos, so perhaps he was just hearing things that his subconscious made up to fill the void. And seeing things, for that matter.

The voices became a frantic babble as the strange creatures and shapes flashed in and out of existence, seeming to have a timed order that only they could understand.

As the creatures occasionally grazed his form, Discord began to feel a sort of weakness overcome him. It was as if his strength, his thought, was beginning to fade a little every time these creatures seemed to touch him. Thoughts of chaos that had been buried within his subconscious - both his silly ones and his far more sinister thoughts - came to the forefront of his mind, almost unwillingly, and momentarily appeared outside him, a faint projection flickering into the swirling mist.

It hit Discord, exactly, what this Dreamworld was doing to him - this place was somehow feeding off of his imagination. Taking mere thoughts and making them a part of this place. Controlling chaos... that's what they were doing.

And if there was one thing that Discord hated - one of the few things that he feared - it was chaos being controlled.

Then, in the constant haze of shapes and creatures, a lone figure stood over Discord. It was tall and cloaked, a bit more wraith-like than the other creatures that had been seen. He could see nothing of its features except for its yellow eyes.

The figure said nothing, only staring into Discord's eyes as the colors around it seemed to slow in their pace. The other creatures seemed to have disappeared, but the shapes and noises remained.

Suddenly, the light touch of a hand was felt at the top of Discord's head, and once more the deeper thoughts of his imagination were brought out to manifest in an ethereal form. Twisted creations of the mind hovered and faded to merge with the vortex of color and sound that made up the walls and ceiling of the Dreamworld. And the sleep paralysis still rendered Discord incapable of movement.

The shapes and voices still swirled within the world's murky depths, the cloaked figure appearing to be the only constant. Everything else, even Discord's mind and imagination itself. But even it began to fade, joining in the endless merging of the forms that were made of the imaginations of the creatures residing there.

And at last the draconequues found himself lifted from the frozen haze of sleep paralysis to be fully awake and upright once again, knocked out of the portal as it shut behind him.

And just as the participant had come back to the group, Doctor shot a quick glance at the Iridescents. The pair had taken on a look of excitement as all those beings and shapes were appearing, but now their faces had briefly flashed to expressions of disappointment and irritation.

Darnit to tartarus, Lightning snapped to himself. If only the Dreamworld obeyed our wishes...

Level 1 - Candle Cove

"Dang it," Lightning muttered quietly as the vision of the Dreamworld faded from view, the portal vanishing. "I thought that we'd finally get answers..."

"Calm down," Crescent whispered back, placing a shimmering hoof on her companion's shoulder. "We'll get answers." Her gaze focused on the group below. "Soon enough, somewhere on these levels..." After making sure no one was listening to them, she leaned closer to her companion, whispering so quietly that even he could barely hear her. "I think that was one of them."

Lightning looked at her in understanding, knowing exactly who they were. "You mean the cloaked one right? The constant in the Dreamworld?"

A nod. "I think... after all this time Seeking-"

"We'll talk later," Lightning hissed quietly, noticing the curious glances of several of the participants. "We have our guests in this first level waiting, remember? Let's wait until they find the first Note, then we'll have time during the preparation stages. While they ascend to the next Level, we'll have our chance to talk."

Crescent nodded in reluctant understanding. "Fine, then." She glanced at him curiously, the ever-shifting colors of his eyes revealing just how anxious he was at the thought of who that cloaked figure could have been.

"So, uh, what's the next story?"

The game masters looked down from their platform to gaze at the pony who had spoken. It was Pinkie Pie, head tilted upward with a slight grin.

"What are you smiling for?" Chrysalis asked, looking incredulously at the young mare as if she wasn't right in the head. "Have you forgotten that we're in a presumably deadly arena?"

"They said nothing on this first level can hurt us, remember?" Pinkie said, gesturing above to their overseers with a hoof.

"Maybe not physically," Rarity said quietly, tightening her hold on her frightened little sister.

Pinkie didn't seem to hear her friend - or was trying to ignore the implications. "If we just remember to laugh the fears away, we don't have to be afraid of anything here!"

Directly following the earth pony's words, a portal opened on a wall to her right, next to one of the small staircases. The edges of the portal itself were a shimmering silver, the inside revealing a cavalcade of ponies - earth pony pirates by the looks of it, save for the unicorn captain - looking more puppet-like than anything else. That is, except for the young filly with them on a ship.

"Ooooh, a pirate story?!" Pinkie exclaimed as her grin grew wider. "Man, Pipsqueak would love-"

"Don't give them ideas!" the Cutie Mark Crusaders shouted at once.

Pinkie blushed in slight embarrassment, twiddling her front hooves. "Oh, sorry."

Lightning chuckled lightly. "It seems like Candle Cove has been the next chosen tale. That's an interesting one!"

"Isn't a cove some sort of cave thing?" Scootaloo questioned, her mind still momentarily lingering on the unwelcome possibility of Pipsqueak being dragged into the Arena as well. "It sounds kind of like cave."

"A cove is a bay or inlet at the coast," Cheerilee clarified. "That's a pretty appropriate setting for pirates to be in."

Diamond Tiara looked confused. "Who would be dumb enough to put candles on a cove if they just get put out by-"

"That doesn't matter!" Jeff snapped, looking thoroughly irritated at the ponies' debating. "Just somepony go into the portal already so we can-"

Crescent shot Jeff a warning look. "Be patient, Jeff. We'll get there.". She knew full well that Jeff was eager to get to the more dangerous stories, but they had to just wait until the time came. She then turned her gaze downward. "How about you, Pinkie Pie?

Pinkie smiled, bouncing on her hooves lightly. "You got it!" she exclaimed as she seemed to get to the forefront of the portal within a second. "How bad can it be if I remember it's not real?" With that, she bounced into the portal as the overhanging screen lit up to reveal the world of the story to everyone else.

Within several moments, the view of the others began to rapidly fade, bringing the earth pony fully into the scene of the story. She stood on a rocky outcropping, a large boat sailing toward the cave behind the new arrival. The ponies on the boat seemed friendly enough - one was a yellow-maned, light orange young filly who couldn't be much older than the Cutie Mark Crusaders - but it was the boat that really caught Pinkie's attention. Where the wooden bow of the boat should have been blank, there was instead a large wooden face. The eyes looked just as constructed aw the rest of the face, though still mobile, and the ship bore a grin that was wider than Pinkie's on an ordinary day. Part of the ship's jaw was hidden under the water, appearing almost to swallow the sea itself.

And, to everypony's surprise, the boat began to speak. "You have.... to go..... INSIDE!" exclaimed the boat, letting out a laugh that sounded both jolly and unsettling at the same time. He seemed to be directing the remark primarily at the passengers, but Pinkie Pie couldn't shake the feeling that he was talking to her as well.

In the Arena, Jeff appeared to be in a sort of eager mood, humming along with the theme as he twirled his knife, letting the cheery tune play out:

"Far off in the land of Candle Cove,
Somewhere in a forgotten grove,
You might just find a treasure trove,
Of memories from the past."

Images flashed in the mysterious world to correlate with the words of the song. One second Pinkie found herself in the cave with the boat's captain and crew, the next they were sailing on the ocean. The audience was staring in mesmerized wonder as Pinkie bounced on her hooves to the tune.

"Pirates outside of creepy caves,
Girls in danger who must be saved,
Sometimes things can look rather grave,
The oceans can seem very vast."

The dark blue pony who appeared to be the captain wore a black pirate's hat atop his head, a head which appeared to be made of porcelain rather than the living structure of a normal pony. In fact, the beige-colored, yellow-maned filly seemed to be the only member of the group who was of flesh and blood.

"But Pirate Percy is on your side,
The Laughingstock's mouth is open wide,
Ebbing and flowing with the tide,
Get up and hurry on in."

The scene altered to find the group in the darkness of a cave, Pirate Percy looking even more nervous than the rest of his crew as a rusted treasure chest rest in front of them. The dark green face of a stallion was barely visible in the shadows, his wodden face primarily taken up by a straight mustache like a handlebar and tall wide teeth, with a clear monocle over his left eye. His gray eyes appeared to glint in the darkness before he slunk out of sight.

"Horace lurks in the shadows deep,
No need to worry 'bout that creep,
Although the Skin Taker may leap,
Ready to grind up your skin!"

At those words, the image briefly revealed the descending form of a dirty skeleton-pony who wore a hat and cape, his sockets occupied by a pair of glass eyeballs with haunting deep blue irises. The preceding line was sung in such a sudden, raspy tone that it caused more than a few of those in attendance to get shivers down their spines.

With a still silence penetrating the Arena, the theme tune continued to play..

"Sometimes things take a dramatic twist,
Strange and messed up and static twist,"

Here the scene around Pinkie briefly appeared to stop cold, lined momentarily to those outside by the distorted static of a broken movie. The static's presence only remained for an instant before returning to a clearer view of the boat and its crew once more. The others had a feeling that "static twist" had a more sinister meaning than just the lyrics of a typical theme tune.

"And yet oddly a magic twist,
It's like an enchanted dream.

So hurry on to the open sea,
Off you sail, so fun and free,
I can almost guarantee,
That you might just want to SCREAM!"

The volume and growl-like tone on the verse's last word caused several of the ponies below to jump. Grinning, Jeff said the next words along with the final verse in almost a mantra, as the Laughingstock began to sail across a seemingly endless ocean. The music accompanying the lyrics began to slow to a haunting, distorted melody.

"So sail and sail and... sail... and sail
And sail and sail and sail.... and sail
And sail and sail and sail and sail
And sail and sail and sail and sail..."

The colt above the observing group was practically doubled over in mad fits of laughter about halfway through the repeats of sailing that seemed to never end, leaving the words of the theme to fade in volume as his laugh drew the attention of some of the guests.

Following the constant repeats of sailing, the mantra was then replaced by an unsettling bout of laughter, the scene shifting to bring the audience back to a view of the young filly, staring up fearfully at the leering skeletal being. Even Pinkie shrank back a little at his cold blue glass eyes.

"Why does your mouth move like that?" the filly asked in a timid voice, emerald eyes wide.

There was a pause before the Skin Taker replied, looking not at the filly nor Pinkie but directly at the audience who observed him through the portal. It was as if the words were meant to be heard by every one of them, as if he could see each observer and pull them right into the world of Candle Cove. "To grind your skin!"

There was a brief silence as the scene faded to black before the world returned into view once more. The setting of Candle Cove began to settle into a more stable appearance, revealing the forms of the crew at a table by the rocky seaside setting rather than the shifting scenery which had accompanied the theme.

"What kind of theme was that?!" Scootaloo questioned, looking understandably weirded out at the questionable repetition of lyrics and the Skin Taker's piercing, knowing gaze.

"The producer - he went by the last name of Grimes - lost his mind," Crescent explained. "It's only natural that you would feel uncomfortable by the end." He gestured a hoof toward the screen, where the episode in question was being played out. "Now watch."

A faint track of calliope music could barely be heard as the atmospheric track, faintly reaching the ears of Pinkie and the a audience. It was lively, but also possessed a somewhat quiet air, as if there was something hidden within it that the music didn't yet want to reveal.

As Pinkie stepped closer, she instantly noticed a few features about the table that made her heart leap. There were colorful streamers around the table's edge, assorted candies on its surface, a cake with candles being put at the end... clearly it was somepony's birthday! The young filly, by the looks of it,

"Oooh, a birthday party!" Pinkie exclaimed with glee, bouncing over as any potential danger seemed to be forgotten. Surely nothing bad could happen at a party...

The other ponies, living and puppet alike, turned to their new arrival with puzzled gazes - at least, as much puzzlement that was possible as far as the puppets were concerned.

"W-Who are you?" Pirate Percy asked hesitantly. His head tilted slightly to the side. "I've ne'er seen you around here."

"I'm Pinkie Pie!" the young mare in question responded with a giggle. "Helping throw parties for other ponies is my special talent!"

"Oh, hi, Pinkie!" the filly waved at the newcomer as she lowered herself from the chair. "I'm Janice."

Pinkie's smile widened happily as she threw her front hooves up in the air. "Happy Birthday, Janice!" Confetti seemed to fly out of nowhere as she spoke. "Ooooh, too bad I didn't bring my party cannon here! Then we could have had a whole bunch of balloons and streamers, and I could have made a line of them in the air and put, 'Happy Birthday Janice!' on the line of them, and-"

"Does she always go on like that?" Flim whispered to Twilight uncertainly.

Twilight was briefly surprised that the former cider salespony was speaking to her, but she replied anyway. "Nothing makes Pinkie happier than having parties."

"I think it's a bit too soon to be celebrating," Flam remarked. "Knowing these stories, something could jump out at them at any moment."

Unsurprisingly, he was right, as a voice cut Pinkie's "Happy Birthday" excitement short.

"'Happy'?" a low male voice said in a mocking tone, "you keep believing that." The voice was accompanied by an unnerving giggle.

The pirates all turned at once to see the moustached, dark green pony walk out from behind some tall rocks on the cove. His tall teeth were clearly visible as he spoke, making his teeth look far too big for his mouth. The other pirates glanced at Pirate Percy, seeming to have more confidence in him to face the stallion. Unfortunately, Percy didn't appear to have much confidence in his own abilities.

"Who's that?" Pinkie inquired to Janice, noticing the look of recognition in her green eyes.

"That's Horace Horrible," the filly whispered in reply.

A wary expression appeared on Pirate Percy's face as he saw the moustached stallion, scrambling to pull his sword out and using the azure light of his magic to brandish it in front of himself. "I'm warning y-you-" He attempted to sound brave despite the sword in his mouth, though the fact that he was trembling slightly gave the impression that he wasn't the bravest of the bunch. "I wouldn't expect you came here to celebrate Janice's birthday party."

Hoarace rolled his eyes. "I stopped celebrating my birthday in the usual way long ago. Those 'Happy Birthday' songs aren't quite as fitting."

"Not fitting?!" Pinkie gasped as if it was one of the most heinous things a pony could say. She bounced over to Hoarace, who looked at her with the same sort of attitude that Cranky Doodle Donkey once had. "How can you not sing birthday songs?!" she asked in a shocked tone, staring into his eyes. "That's one of the most fun things about parties!"

"Because my boss taught me that birthdays are nothing more than grisly reminders of fate," Hoarace hissed, lifting a hoof to adjust his monocle. The circular pane of glass made the gaze of that eye seem almost intimidating to the young mare. "Something that the more innocent-minded don't seem to realize." His gaze turned to the birthday celebrant in question, and leered dangerously at her.

"Oh stop fooling with them, Horace," said the raspy voice of another pony, seemingly from above, "you know that I'd like to reveal that little detail myself. Especially considering what day it is."

Horace quickly looked upward, stepping aside. "Oh, of course, Boss." He let out a nervous giggle and stepped aside. With that, the skeleton unicorn known as the Skin Taker descended from above on his puppet-strings, his face turned up in a wide grin.

Pinkie looked up, nervously, the strings visible with a greater clarity than the rest of the puppet-ponies. The strings on the puppets appeared to simply fade into the cloudless sky, fading as if they were merely illusions.

Now, they all were able to get a better view of the infamous Skin Taker, rather than simply the brief shot of his face they had seen in the haunting theme imagery. They were clearly able to see the detail of his brown top hat, somewhat haphazard and incomplete, and his long, sinister cloak, both sewn up erratically and seemingly without any pattern. As the audience observed him, they could see that the coat was an erie sewn tapestry of a multitude of colors and images of cutie marks. The implications were true - he really had taken the skin of ponies. The audience didn't want to ponder just how many the Skin Taker might have killed.

"They say that every time he kills a pony, his cape gets a little longer," Jeff whispered with a maniacal cackle. "Oh, if only I had that kind of ability!"

"It's not real," Sweetie Belle whispered quietly to herself, attempting to ease her feelings even though the thought of the Skin Taker tearing the bubbly earth pony apart was the last thing she wanted to think about. The distorted illusion of her mother which she herself had gone through was a preferable thought.

"Why, Janice, I'm hurt." The Skin Taker put on a disappointed expression that was obviously false, a look that was almost too expressive for his marionette mechanics. "To decide not to celebrate your birthday at my place... the furniture would be made for you like a second skin!" He laughed as his jaw slid back and forth, knowing by the expression on the young filly's face that she had gotten the message.

Pirate Percy's magic hold shook as he dared to step closer to the Skin Taker and his sidekick. "If you don't leave right now and get back to your little hiding-cave, Skin Taker, I'll... I'l..."

"You'll what, stab me through with that sword?" The Skin Taker laughed. "If you're going to use that sword on anyone," he used his own dark red magic to point the sword's tip at Janice, "use it on that lass there. Her skin would make a fine addition to my hat."

Janice shook with fear as the sword drew a little closer to her, before full control of the weapon was returned to Pirate Percy.

"I suppose I'll spare you for now, since it is your birthday, after all. Then again..." he stepped closer to the shuddering filly, brushing a hoof on the cake and smearing the white frosting, "it's my birthday too..."

"And birthdays are supposed to be happy, not scary!"

The Skin Taker's head whipped around, his strings twisting as he swiveled around to see Pinkie Pie. "Hmm, I haven't seen you around Candle Cove before."

"I'm not from here," Pinkie exclaimed, attempting to keep her voice in the bubbly tone she was known for. "I was just trying to wish Janice a happy birthday!"

"Oh foolish pony," the Skin Taker chastised, briefly lifting Pinkie into the air to be at level with his eyes, "don't you know what the real purpose of birthdays is?"

Pinkie nodded, managing a laugh to disguise her unease. "For fun, and to celebrate your friends being one year older!"

"Ah, but have you ever pondered what that really means?" the Skin Taker inquired as he set the pony down "You need to understand the bigger picture of it all that I've come to know..." He laughed, though it was more of a sinister cackle. "Besides, it's my birthday too. How about I sing a little song for both of us?"

And with a grim smile on his puppet-face, the Skin Taker began to sing. The manner in which the Skin Taker sang his "birthday song" was a sing-song, bouncy tone. And it was the most frightening birthday song that Pinkie - or anypony else watching - had ever heard when they paid attention to the lyrics:

"One year closer,
Another year's past,
Soon you'll find out that your body won't last.

One year closer,
Another year's end,
A few more years with your family and friends."

Pinkie felt her mind freeze up with the horrifying implications of what the Skin Taker was really trying to imply. She didn't want to admit it. She wanted to deny such an implication with every fiber of her party-loving being. Throwing parties was part of who she was...

"One year closer
The time flies by
Get on your knees and begin to cry
because
One year's closer
You can't hold on
You will slip away and then you'll be gone."

"I-I don't like this song," the young filly named Janice whispered quietly, getting off her chair and clinging to Pinkie protectively.

"Me either," Pinkie whispered back, her thoughts still in a turmoil with what the Skin Taker's song was making her aware of,.

"One year closer,
It's too late.
Everyone in the world will share your fate.
One year closer,
Time grinding away.
I'll sew you in on that day."

The static began to obscure the scene still further, the Skin Taker, Pinkie, and Janice the only beings which seemed to remain unfazed.

"So remember..."

"One year closer,
One year dies.
One year wasted,
No matter how you try.
No matter how you try."

Pinkie Pie was trembling. The static of the atmosphere began to overtake everything else. Masking the smiling boat, the pirates, and the party balloons. Taking her away from the crew that seemed so unnerved by the skeleton-like pony. Despite her grip on Janice in an attempt to comfort her, the young filly was trembling as if fearing she'd vanish from Pinkie's embrace. All that remained clear was the voice, which sang in it's eerie lullaby tone. The face of the skeletal form that wore the skin of foals was burned into her mind, attempting to convince her that parties weren't something to be celebrated.

If anything, they were something to be feared. Feared more and more with each passing year of somepony's life as they drew closer to their departure from the living world.

"One year closer.
One year closer.
I will hunt you,
And then it'll begin."

The earth pony felt the cold touch of the bony hoof on her coat as the other hoof gently cupped Janice's head, the only clear sensations she was aware of. It was as if the Skin Taker were right there, his voice whispering in her ears.

"You will scream,
And I will grind the skin.
I will grind the skin."

With that final chilling whisper, the Skin Taker and Janice both vanished, casting Pinkie into a cold darkness as the static, too, faded away.

As suddenly as the others had disappeared, the theme tune started again, at a much more rapid and distorted pace. After its hurried conclusion, the imagery of the other ponies returned - and with it, piercing screams.

All of the inhabitants of the show who Pinkie had encountered reappeared within the vision of the observers, their faces contorted as they screamed simultaneously. The eyes of the puppet-like ponies moved around wildly, and Janice was wailing as if she had been tormented by these screams for an indeterminable period of time. How much time had passed in that world? Hours? Days?

Pinkie didn't know. Her eyes were wide as she put her hooves over her ears, still in a mild shock from the Skin Taker's twisted interpretation of birthday parties. Her color darkened and her mane and tail fell straight as the screams grew louder, the carnivalesque soundtrack rising in volume as well.

The Skin Taker's jaw careened wildly like a carnival ride gone out of control as his scream turned into a wild laugh, which seemed to resonate in Pinkie's head, even reaching out to the assembled crowd outside that world.

The static returned anew, going back and forth at an increasing pace from static to the screaming ponies.

Pinkie had her hooves tightly over her ears, but she couldn't ignore the shouts of fear and pain, so loud that several of those outside the portal world were also forced to cover their ears.

"M-Make it stop!" Applejack cried out, looking more angry than frightened.

"It'll stop on its own terms," Lightning said casually. "Which should be right about... now."

Following the words of the iridescent young stallion, the sights and sounds of Candle Cove vanished into a blackness, as Pinkie felt herself tumble out of the portal. With a final burst of static, the portal vanished to reveal a solid wall once more.

Level 1 - Abandoned By Disney

"Now, which world next..." Lightning mused, his color-shifting eyes appearing lost in thought, oblivious to Pinkie Pie's crying as some of the others attempted to comfort her.

"B-Birthdays are... f-fun..." she stammered, still unwilling to dwell on the darker side of the celebrations that the Skin Taker had dragged out into the open through his song.

Applejack shot a hostile glare at the quartet above the crowd, clearly looking as if she wanted to give them each a good hard kick with her hooves. "Who do y'all thing ya are? Scarin' everypony to death like this!"

"Oh trust me," Jeff cackled with a wide grin as he stood on his hind hooves to peer down at them. "You're gonna get really scared to death later. If I were in charge here, I'd-"

"And that's why you're not in charge," Lightning cut off, shooting a glare at Jeff. "We'll get to that stuff at later Levels.."

This statement understandably caused expressions of unease to flicker in the assembled crowd like fish in a vast ocean, but Lightning didn't clarify.

"Brother, please," Crescent muttered dryly as she gestured below to the portals. "I think the next story is about to be decided..."

As she spoke, the shifting of portals slowed down as one portal remained open, in an alcove just to the right of the screen which displayed the worlds in question. The vision that remained inside the blue-rimmed portal was what looked like an abandoned dusty room, with the image of a tall mouse-like figure that most of the group recognized instantly. This sure didn't look like the normal Mickey, however, but rather as if the colors were reversed, giving him a much more eerie vibe.

"Abandoned by Disney it is, then," Lightning commented with a chuckle, flapping the eagle-like wings which materialized on his back before they vanished. He looked thoughtful. "That's an interesting one.." For a fraction of a second his brow arched, but anypony who happened to look up at him and blink would have missed it.

Crescent Beam didn't miss a beat. "Now for the next participant." Her eyes scanned the crowd, eventually coming to rest on a certain gray earth pony. "I think it ought to be your turn now, Silver Spoon."

The eyes of the fiilly in question widened in a startled expression. "Me? Why me?"

"You're a child, for one thing," Crescent replied, walking along the platform as a horn materialized on her head, "and thus Disney likely seems a little more magical to you."

"I'd just go to theme parks for the rides," Diamond Tiara muttered as she rolled her eyes, not meeting the gaze of the Arena's leaders.

Lightning looked at Diamond with a meaningul glance. "Some children are more enthralled than others, however."

Diamond Tiara ignored him.

Crescent made sure the other was finished before continuing to addressed Silver Spoon. "Secondly, though you can be a bully at times—"

Silver opened her mouth to retort, but a stern look from the other color-shifting being silenced her.

"—You probably would be a lot nicer if you had made a different friend. So you should probably go through this without your 'friend'."

"HEY!" Diamond Tiara and Silver Spoon exclaimed at the same time, their faces mirror images of one another as the looked defiantly upward at the ponies who trapped them there.

Behind them, the three Cutie Mark Crusaders nodded in agreement, though they weren't willing to admit that their agreement was in the Iridescents' favor in that case.

"Why don't you come down here and say that to my face?" Diamond exclaimed in as threatening a tone as she could muster, stomping her hoof firmly without even the slightest hint of trembling.

Gilda arched her brow, stepping forward slightly through the sea of beings to get a closer look at the filly. "Kid's got spunk."

I wouldn't call threatenin' somepony 'spunk', Apple Bloom thought, but didn't speak up.

Jeff aimed his knife down at the pair, the blade's tip tilted slightly toward Diamond Tiara in particular. "Not unless you want a knife to your face!"

"Go on and try!" Diamond challenged, not letting any semblance of fear show in her eyes.

The knife glinted as Jeff pointed it closer. "I could slice you through before you could even—hey!"

The exclamation was prompted from a light blue aura manifesting around the brandished weapon as a horn appeared on Lightning's head. He used his magic to levitate the knife away from Jeff's reach.

The two fillies below looked somewhat relieved, while Jeff looked distinctly irritated at having his beloved weapon taken from him, despite his forced, carved-in smile.

"What'd you do that for?!" Jeff raised a hoof as if he were about to sock the stallion on the muzzle. "Give that back!"

"Not until you don't threaten to kill those fillies down there," Crescent said in warning as she leaned over to Jeff. "The slaughter will come in time."

The colt fell silent, though he tried to force his permanent grin not to become even wider at Crescent's words—no need to arouse suspicion just yet.

Lightning looked thoughtful for a moment before glancing down at Silver Spoon in particular. "Perhaps we could let you try this one with another filly, Silver Spoon."

"Another filly?" Scootaloo asked, incredulous despite the fact that Diamond and Silver had been no more than bullies to them. She attempted to appear brave, but her legs with shaking as she shrunk closer to Apple Bloom and Sweetie Belle. "You're making both of them go?"

"Who said anything about both of them?" Crescent said with a small smile, one that would have almost appeared kind on any other pony. "Thank you for volunteering, Scootaloo."

"What?!" The eyes of the young pegasus grew as wide as saucers as she shook her head. "Uh heheh, it was just a question!" She stepped back, not that there was anywhere she could go to get away from them, anyway. "I wasn't volunteering, not at all!"

"Well, we did intend to have a few go together in several of these story worlds from the beginning," Lightning clarified. "So you've actually presented a pretty good opportunity for us. Besides, maybe you'll get paired up with ponies you like more later."

Fluttershy's head shot up. "L-Later?"

"We may ask somepony to go into more than one world," Crescent clarified. "It doesn't happen very often, but who knows? It depends on who's gone already." She smiled. "Well, Silver Spoon? Scootaloo? Go on."

Scootaloo crossed her front hooves. "I'm not going!"

"For once I agree with you!" Silver Spoon added, crossing her hooves the same way but not looking the onlookers in the eye.

"It will be an interesting dynamic to watch, seeing as you two don't ever spend time with each other aside from one bullying the other," Crescent commented. "You'll be forced to work together."

"Hey," Apple Bloom spoke up, head tilted upward as a hint of fear reflected in her eyes. "How'd ya know all that?"

It was then that Slender Pony, who had remained almost like a statue, tilted his featureless head sharply to stare at Apple Bloom, as if invisible eyes were staring her down. A voice seemed to resonate in her mind, stern and cold, from that simple unseen gaze:

We know more than you think...

A determined expression formed on Rainbow Dash's face as she glared up, trying to zoom at them only crash to the ground, a cruel reminder that her power of flight had been neutralized. "You think we're just gonna let you take them?"

"It's actually best," Chrysalis pointed out, her gaze expressing a clear reluctance to even be talking to these ponies. "Since we're still on the first Level, anypony who goes through is pretty much guaranteed to make it through alive." She huffed. "So I'd go now if I were you. Unless you want to end up getting yourselves killed later."

"You do realize that makes the rest of us more likely to get killed, right?"

Chrysalis turned to face the speaker, Twilight, who was glaring angrily at her. "Are you saying you're offering to take their place?"

"Not like they'll likely bargain," Trixie muttered.

Twilight sighed, glancing nervously at the two uncertain fillies who were about to enter the nightmarish entryway. She was no coward, but for the moment it was the iridescent ponies who had control here. "I just hope they won't be scarred for life."

"I think I halfway am," whispered Sweetie Belle, glancing uncertainly at the negative Mickey Mouse image. "Mickey's creepy enough already sometimes without him looking like that."

Scootaloo and Silver Spoon both looked at each other, then to the portal before them as they stepped toward its entrance point, the indigo-and-silver border shifting in a large oval path around it.

"You ready?" Scootaloo asked.

"No." Even as Silver Spoon said the word, she attempted to put on a brave face—they were going to need it if they wanted to get through the story without getting trapped or worse. "Let's just get it over with as fast as we can."

Tensing themselves up for what to expect, the pair traversed through the portal—Silver Spoon followed by Scootaloo—and they vanished from the sight of the other ponies.

"How can anypony even like those mascots?" Diamond Tiara muttered as the large screen flickered to life. "I always thought they were dumb and kind of creepy with those eyes."

"I think they're kind of cute sometimes," Fluttershy admitted.

"Everypony calm down," Celestia reminded them, though her expression was just as grim as several of the others. "All we can do at this point is watch what happens..."

And so the scene of the story took shape before them...

When Scootaloo and Silver Spoon were able to see the world around them, they found themselves surrounded by the dark undergrowth of a forest, a dirt pathway leading onward. Scootaloo instantly noticed a further change—the addition of the pressure of an object on her back. She turned to find a small saddlebag perched over her shoulder, dark red and with several papers sticking out it.

"What's in the bag?" Silver Spoon questioned, having turned and noticed the object in question.

"I don't know," Scootaloo said with a shrug, lowering the bag to the ground to dump out its contents. The most noticible was a large white camera with a black neck strap around it, and a folded, slightly worn parchment that turned out to be a map of what was known as "Mowgli's Palace".

"At least this will help us not be completely lost," Scootaloo said, looking somewhat relieved at the presence of a map in their arsenal.

A myriad of papers rolled out, primarily fliers and pamphlets concerning a project in the Marehamas called "Treasure Island", as well as this "Mowgli's Palace" place. "I guess this is supposed to be research about the place we're going to be going to."

Silver Spoon's eyes scanned over the text as she moved the papers around with her hoof. "It seems like that place called 'Treasure Island' was abandoned by Disney when they had poured millions of bits into it, and the project just stopped. Then this one stallion started talking about all this stuff he found."

Scootaloo peered over her shoulder. "What kind of stuff?"

Silver Spoon pointed. "A bunch of things that were left behind and smashed. Probably looters or something. Anyway, seems like the guy who had these papers heard the same thing happened at Mowgli's Palace, so he was going to check it out."

So that's where they were. "What does it say about Mowgli's Palace?" Scootaloo asked.

A further shifting of papers commenced before Silver Spoon found the information she was looking for. "Not much—apparently here it was going to be a resort where all the staff wore tribal outfits and loincloths."

Scootaloo smiled a little at the mental image, but her smile quickly faded into a frown as she picked up a few of the flyers to return them to their former positions in the bag. "So, what happened?"

Another sight-reading. "Ponies went nuts over it because some thought it was 'demeaning', so it was abandoned too," Silver Spoon replied, looking carefully at a few scattered mouth-written notes in the margins of the newspaper articles. "Whoever owned these papers was gonna check it out."

"So we're supposed to figure out if something similar happened at Mowgli's Palace?" Scootaloo guessed, turning her head meaningfully at the path before them before beginning to pick up the fliers.

"I guess." Silver Spoon said with a shrug, beginning to attempt to gather the parchments into a pile.

"What about the book?" Scootaloo had to admit that her curiosity was piqued at the books that the former owner of the bag seemed to have possessed. Its worn, deep red cover seemed to stare back at her.

"Probably just his notes on the other place or something," Silver Spoon guessed. "But we don't have time to look." She then bent over and lifted the camera around her neck. "I get the camera, you carry the map."

"Okay, okay," Scootaloo complied, gathering up the papers and journal to return them to their proper places. Seeing as she had the bag in the first place, she didn't find it right to argue.

Once all of the parchments and books were tucked safely back into the bag, Scootaloo began stepping forward along the worn path with her companion, knowing that the Palace couldn't be far. "At least we don't have anyone jumping out at us."

"This story's called 'Abandoned By Disney', remember?" Silver Spoon pointed out, attempting to hide her fear by putting on her usual taunting demeanor. "Of course there's no one here."

A faint expression of irritation was briefly manifest on the pegasus's face, but she let it pass. "I guess that's kind of good though. That way nothing's going to hurt us..." She swallowed, the irises of her eyes darting about as she attempted to convince herself that was the case. Falling silent for a moment, Scootaloo glanced around and started quietly humming as they walked along the path.

Silver Spoon glanced over, her hooves kicking up dirt from the worn path. "Why are you humming?"

"It doesn't seem as creepy here when I hum," Scootaloo answered in a quiet tone. "It's too quiet."

Silence seemed to fall over the pair in a tangible presence as the humming faded, the tall palm trees above appearing intent to reach down and grab them any second.

"O-On second thought," Silver Spoon said with a glance at the looming vegetation above them, "maybe your humming is a good idea."

Scootaloo nodded, in disbelief that she was agreeing with Silver Spoon on something as she resumed her humming of "The Bare Necessities", though a little less enthusiastic than before. To her surprise, she could hear Silver Spoon joining in—likely unwilling to admit that she was just as scared as Scootaloo was.

As the two of them followed the trail, the twisted path soon gave way to a worn down resort building, and their eyes get the form of a towering wooden gate, dug into by termites and woodpeckers and surrounded by vegetation from years of disuse. But what was most jarring about the gate wasn't just its appearance in front of the resort, but rather a rectangular metal sign which hung near the hinges, the large words hastily scrawled in black as if somepony had taken all the ink from the Ponyville Schoolhouse's printing press and used it to form the words: "ABANDONED BY DISNEY."

Whatever was behind that gate was not something that any young pony would ordinarily want to go investigate. Unfortunately, the pair were left without a choice. It was clear that if they wanted to escape and return to the others, they'd need to move forward.

Be brave like Rainbow Dash, Scootaloo thought to herself, though she was uncertain of just how brave even her idol would be in a place like this. Rainbow may have been proud, but she wasn't invincible, and got scared just like anypony else.

"Hey, blank flank," Silver Spoon roughly nudged Scootaloo, pointing at the gate. "Look."

Despite her resentment at being called a "blank flank", Scootaloo's eyes followed the direction of Silver Spoon's hoof before her gaze came to rest on the lock higher up above them—or rather, what was supposed to be the lock. The chain that would have sealed off the Palace entrance from the outside world was broken clean in half as if it had been made of butter, and the large lock itself was twisted and dented—the work of magic, it seemed.

"Wow."

Silver Spoon nodded. "Whatever pony was here last must have really wanted to get in."

"Who would ever want to go in here?" Scootaloo questioned. "And why twist the lock like that?" She craned her neck to get a better look. "It looks like it was bent by magic. Couldn't a unicorn have just teleported inside?"

"Maybe there was a shield," the other filly guessed.

"Take a picture!"

"What?"

"Maybe Twilight will know what kind of—"

"I think you're forgetting, blank flank," Silver Spoon snapped as she raised the camera. holding it steady with her forehooves as the flash went off. "We're in a story. This is probably going to disappear after we get through."

"Well we can try, right?" Scootaloo glanced at the other filly in earnest. "None of the other stories so far had anything with them, and nopony said anything about that."

"Oh, alright," Silver Spoon muttered, starting to fumble with the camera to take a picture.

"Wait!" Scootaloo moved a little closer to the rusted lock, which seemed for a moment to spark with a remnant of a magic safeguard. "Maybe we should take it with us to look at it later."

"Take it—ugh, fine, but you carry it," Silver Spoon said in an irritated tone. "You have that bag anyway."

"Is that allowed?" Flim asked with a glance upward at the overlooking ponies. "Are they permitted to take objects from the stories?"

"I think it would be a better question to ask if they're capable of doing it," Twilight pointed out.

The four overseers stared down for a moment before Crescent eventually replied, her eyes flashing from green to purple. "It is possible to bring objects from in and out of each world."

"That's how you'll find the Slender Notes, after all," Lightning reminded them. "You need to bring the Slender Notes here in order to advance."

Flam's eyes glinted. "That just made things a little more exciting."

Crescent narrowed her eyes. "But don't go on an exploring spree. That's not what you're here for. If you try to do that, you could end up injured or dead." A horn which manifested on her head briefly glimmered a deep violet. "Understand?"

"...Yeah," Spike muttered with a nod, turning anxiously back to the screen as the pair of fillies continued their excursion.

Silver Spoon nudged the gate open with a hoof, the bent lock swinging above as it disconnected from one side of the chain. "Let's just hurry up and get this over with. The sooner we go through this, the sooner we can leave and avoid being scarred for life."

Trying to hold back the feeling of dread that was steadily rising within her, Scootaloo traversed through the entrance with her companion close behind. Their eyes were met with the sight of overgrown vegetation practically strangling the carefully planted arrangements remaining from when it had once been occupied. Even the large statue of Baloo in the foreground had not escaped the overgrowth, as vines were encircling the lower frame as if they would strangle the bear should he somehow come alive.

As they bypassed the eerie entryway and walked toward the open Palace itself, another appearance of the words "ABANDONED BY DISNEY" was painted above where the large Palace doors had once been. Trying to ignore the increasingly unsettling words, the pair stepped through.

Scootaloo was instantly thankful that this story's universe had given her a bag, because if she had held the map in her mouth it would have dropped to the floor in surprise. Where they had expected to see furniture, there are stark white walls and a hollow-empty space, every scrap of furniture or hoof-made wares small enough to steal had been removed. All that remained were a few counters and large plastic palm trees.

"Wow, it's so empty in here," Scootaloo commented, listing to her voice echo as she stepped ahead. "Looters must have taken everything..."

"Shh!" Silver Spoon looked as if she was nearly ready to smack the other filly. "Something might hear you!"

Scootaloo sighed, attempting to suppress her fear as she reminded herself of what the Iridescents had said. "We're on Level 1, nothing's supposed to hurt us—"

Almost without thinking, Silver Spoon called to the pony ahead with a volume that surprised even her. "But what if they're lying? Ever think of that?" The second sentence was said at a quieter volume when she realized the echo that the first had caused.

The words stopped Scootaloo in her tracks as a shiver went down her spine. She had tried to suppress the nagging fear that was ever-present in her mind, but Silver Spoon's words had brought it to the forefront of her consciousness. The breathing of the fillies was only joined by the dull creaking of wood and hinges which resonated in the hollow room. As much as Scootaloo disliked Silver Spoon, the other filly did have a point—why should they trust anything these appearance-shifting ponies said?

"What if there's one story on the first level that could hurt or kill us, and it's this one?" Silver Spoon went on, stepping closer so that Scootaloo could see her. "What if the Iridescents are just trying to get us to believe we can't be hurt? We can't be just clueless, we don't even know anything about them."

A heavy silence followed before Scooaloo tilted her head to the ground in defeat, her gaze focusing much more on the floor then on the pegasus beside her. "I guess you're right... that might be why there's nothing here, the thing that hurts you isn't until the end." She sighed, shifting the weight of the bad slightly so her shoulder didn't get any more sore than it already was. "The only way for us to actually get out of this is if we work together and keep going."

Using the map of the Palace as a guide, the pair wandered through several of the rooms, marked with red circles which seemed to indicate places where they should go. At least there was something of a hint as to where in the world they could look to get through this story.

The kitchen was covered in broken bits of glass and dented metal. The empty freezerwas filled with metal hooks which swung slowly as if to grab the fillies. The bathrooms were covered in dripping and flowing water that nearly formed a pool on the floor.

"We've gone through almost all of these rooms, and there still doesn't seem to be anything that gives us a hint to how this thing's supposed to end!" Silver Spoon complained as they walked down a hallway that would return them to the lobby after what seemed like hours of looking around.

"Well maybe—wait!" Scootaloo whispered, lowering her voice as her ears perked up, her attention drawn to a room off to their right which they hadn't yet explored. "I think there's somepony in there."

The two fell silent as they crept closer to the door to listen. It seemed as if there were two stallions speaking to one another.

"I didn't believe it." The voice was hoarse, raspy, and yet sounded about Shining Armor's age.

The reply was muffled, gruff, and hurried, so much so that the two fillies couldn't make it out.

"I didn't know that. I didn't know that," the first said. He sounded apologetic, as if the muffled words said by the other stallion had been something very upsetting.

"Your father told you," the second one stated in a tone that was almost accusatory.

The raspy-voiced seemed to respond through nothing more than muddled words and faint crying.

"Should we go in?" Scootaloo whispered to Silver Spoon, looking wary.

"Are you crazy?!" Silver Spoon muttered back. "They might hurt us!"

Even so, their curiosity eventually won over, and they stepped close enough to the door to hear more easily, but not within view of the speakers. Through the crack in the door they could see the hooves of the pair of stallions.

One's hooves were a dirty-looking grey, thinner than an average pony's, and sportin a deep scar that ran along the left front hoof in a jagged arc. It seemed that this was the anxious male who was crying, as all four hooves were trembling slightly.

"You knew that it was dangerous to go in there!" It was the gruff one again. His hooves, which were a light green and substantially larger than the frail-looking ones of his companion, moved in and out of view as he seemed to pace around the other one. "You barely escaped with your life, and another paid the price for it!"

A faint silver light seemed to briefly be visible from the surface of the tiled flooring, as if the frail stallion was using magic—likely a unicorn. "You know what this is?"

"It's a scalpel, Cinereal," the spring green stallion said, sounding distinctly annoyed. "So what?"

The two fillies outside glanced at each other worriedly. So the thin gray stallion was named Cinereal, and he had a scalpel with him...

He might be dangerous, Silver Spoon thought, doubt pricking in her mind, but still they stayed. This was the first major intriguing thing they had encountered in the entire Palace, and maybe they were supposed to meet these stallions...

The frail stallion lifted his scarred hoof as he spoke, seeming even more hesitant than before. "Do you have any idea what I went through to get this scalpel, Viridan?!"

Cinereal and Viridian, huh? Scootaloo pondered with a glance at Silver Spoon. The other filly moved her head a little toward the side, silently signaling that they should leave, but Scootaloo shook her head and put a hoof to her mouth. There was too much intrigue to just turn and run yet, and in any case, this might be a necessary step in the tale.

"I have some idea, Cinereal," Viridian scolded. "You forget that I've been through my share of trials—"

"You'd understand if you had been there!" Cinereal's voice was such a mixture of a shout and a sob that it caused the two fillies outside to tense up in fright as the scalpel, tainted by remnants of rust and dried blood, clattered to the ground before them. "You didn't need to hear a tale that shattered your mind and made pain and death seem like a trivial concept!" The scalpel was encased once more in a silvery magic hue as it was whisked upward in a frantic gesture. "You didn't have to pull this instrument from a stallion's chest and use it to end his tormented life!"

"You were too young to start out," Viridian stated bluntly, not angry but not sympathetic either. "I committed my share of atrocities out of necessity." His hooves could be seen stepping threateningly closer to Cinereal, the other stallion scrambling backward. I warned you, and you didn't listen. Despite my experience, despite what your father said, and everything you saw in those dreams—"

Feeling more unnerved by the second, the fillies began to retreat away from the door, before hearing Cinereal pipe up again.

"I didn't believe it! How was I supposed to believe that those shimmering, changing ponies—"

"The Iridescents?" Scootaloo questioned, a little louder than the whisper she had meant to vocalize.

"What was that?!"

The two filles both froze at the sudden alertness with which Viridian spoke—he had heard them. Without even stopping to look at one another, Scootaloo and Silver Spoon both turned tail and galloped away, hurriedly trying to get away from the two stallions as quickly as they could. They were uncertain if the pounding hoofsteps they heard were the stallions or their own, but they weren't about to look back and find out.

As they ran through another few hallways and into the main lobby, Silver Spoon caught sight of downward stairs off to the side which they hadn't noticed before. Without missing a beat, the pair turned and bolted down the stairway, fully intent on escaping the two stallions.

Twilight looked upward at the Iridescents, Slender Pony, and Jeff, the latter the only one who seemed to show any surprise. She tried to fire a burst of magic from her horn, but all that appeared was a spark that quickly fizzled out. "Who were those stallions?! How do they know about you?!"

Lightning waved a hoof, appearing nonchalant. "Just a little something extra we slipped in, thought we'd see if the little adventurers stayed around to catch it. It means they're going the right way."

"I don't believe you!" Rainbow shouted, making it clear that she would fly up to them if she could. "They're real, aren't they? Who are they?! Did you trap them there-?"

"Patience," Crescent scolded, her horn lighting up as if in warning. "You'll find out soon enough if those friend of yours chose the right path."

A good number of the spectators clearly didn't believe him, but at the moment they were powerless to do anything. All they could do was watch.

Passing another "ABANDONED BY DISNEY" sign on the wall, Scootaloo and Silver Spoon eventually reached the bottom of the staircase, using the camera as a substitute for a light when they felt certain that the two mysterious stallions hadn't pursued them down there. At the very least, they didn't hear any pounding hoofsteps following them or hurried shouts, so it seemed that they were out of danger for the time being.

The stairway got progressively darker as the pair headed downward, leaving them to hurriedly open the bag and use the light of the camera flash as a guide—with neither being a unicorn, it was their only solution. In time, the bottom of the stairs led down to another door, shut with a padlock—the sign on the door read "MASCOTS ONLY! THANK YOU!"

Scootaloo and Silver Spoon glanced at the map.

"There's a red circle here," Scootaloo pointed with a hoof at the encircled stairway, swallowing hard. "I think this is where we're supposed to be, it's the last spot on the map that's marked."

"If it is, let's just finish it up," Silver Spoon sighed, glancing up at the lock, large but just out of their reach and likely wouldn't budge with the round grip of their small hooves. "Great, how are we going to get it off?"

Scootaloo looked thoughtful for a moment, clearly pondering something. Think of it as another quest to earn my cutie mark! With her Cutie Mark Crusader mindset firmly in place, she hoisted the bag off of her and managed to raise the strap. "Help me toss it, we might be able to pull the lock off."

It took several tries, and Silver Spoon reluctantly almost had to stand on Scootaloo to attain the proper height, but finally they managed to pull the padlock off with a snap, catching it just before it clattered to the ground so as not to attract any unwelcome visitors. The door creaked open.

The pair were relieved when they entered to find that every other light or so was flickering but lit, allowing them to tuck the camera back into the large red bag. It was as if everypony who had used to occupy this room had abruptly vanished decades ago, leaving the room with an almost haunted feel to it.

As they continued through the area, they saw that it was less like a large basement and more like a labyrinth of cluttered desks, some stable and some toppled over, the creepiness only accentuated by the molding structures and creaking akin to opening doors and fumbling hoofsteps.

"Ugh, we're just going to get lost in here!" Silver Spoon muttered after awhile, looking a little more nervous the more they wandered around. "We don't even know what we're supposed to be looking for down here—"

"How about that?"

Silver Spoon glanced over to where her companion had pointed, to find a door just around the turn of a corner, a rusted, yellow-and-black striped door with the words "CHARACTER PREP-1" displayed in bold red lettering on its surface.

Scootaloo seemed to be a little more confident now, trying to convince herself this was like a Crusader adventure. "Cutie Mark Crusader Basement-Explorers!"

"I already have my cutie mark, remember?" Silver Spoon snapped, though unease of the environment seemed to be stronger than her irritation at this point. "This is too freaky to be a Crusader mission, or whatever you call it."

Scootaloo stepped closer to the door and tried to open the door, frustrated that it wouldn't budge. "We went Crusading in the Everfree Forest once."

Silver Spoon actually seemed somewhat interested as she tried to budge the lock as well. "Really?"

"We were trying to catch a chicken, actually," Scootaloo said with a laugh. The moment she saw Silver Spoon about to open her mouth, the pegasus already had guessed what she was going to say. The same jokes, the same taunts, the same comments about her being like a flightless bird. "And don't call me a chicken, okay? I get that joke enough." Her voice was laced with irritation and a bit of sadness.

To Scootaloo's surprise, Silver Spoon's expression softened a little. "I wasn't going to call you a chicken. Actually..." she sighed. "I think you're pretty brave."

Scootaloo briefly stopped attempting to tug on the lock. "Really?"

Silver Spoon nodded. "Nopony really ever goes into the Everfree Forest, and you guys somehow got out of there alive. Plus, you haven't exactly turn tail and run from any of the stuff we've run into so far."

"I wasn't going to stick around and fight anything though," Scootaloo added, surprising herself by laughing.

The other filly did something that surprised Scootaloo as well—she smiled. It wasn't the normal kind of sneer or smug grin she shared with Diamond Tiara. It was a smile that almost seemed like... friendship? Acceptance? The mutual circumstances of being trapped in an abandoned building?

"Come on," Silver Sppon gestured, seeming to have a new resolve. "Let's get out of this place."

After much pulling, straining, and nearly breaking off the handle, the two fillies eventually got the door unstuck as it opened with a slow creak into pitch darkness. No light to guide their way here.

The two stared as if about half of their bravado had fled from them.

"Better get the camera out again," Silver Spoon whispered.

Scootaloo obliged, and together they stepped through, the camera light and the bulbs near the now-open door were their only source of light.

That is, until the fillies were startled by a loud buzzing sound as all the lights turned on then dimmed, leaving bright spots of light in their vision as their eyes adjusted to the light.

The sight that met their adjusted eyes drew the same stunned reaction that many of the outside observers felt as well.

Rows and rows of popular Disney costumes as well as some native tribal clothing from the Palace's old days, swung from hooks, almost as if they were like slabs of meet that belonged on the freezer hooks that they had seen earlier. Their vacant eyes stared out at the observers, devoid of any semblance of life that they might have appeared to have when walking around the park. Most stunning of all, however, was the Mickey costume lying down in the center of the room, on its back and appearing to stare upward at the ceiling. Just like the image that had first appeared in the portal before they entered this world, the Mickey costume was inverted in color.

"Okay," Silver Spoon muttered, pointing a hoof just barely at the Mickey costume on the floor, "now I'm pretty sue we're in the right place."

The problem was, what to do next?

Silver Spoon leaned over, whispering to the other filly quietly. "Maybe we have to somehow get through without disturbing that creepy Mickey thing? Knowing this place something bad might happen if we go near it!"

Scootaloo studied the area, pondering. Nothing except the inverted Mickey and empty costumes lining the walls and horizontal racks like a clothing store... except... "Look over there!"

Silver Spoon glanced ahead, in the direction of Scootaloo's hoof. Was that a door on the other side of the room, just underneath the last of the long row of flashing lights and lifeless mascots? "You think that door's the way out?"

"There doesn't seem to be anywhere else to go besides the way we came in," Scootaloo pointed out. It was clear by her tone that she was attempting to sound a little braver than she felt.

Hesitantly, the pair stepped into the labyrinth of hanging costumes, determined to carefully avoid touching them and alerting anyone or anything of their presence.

Scootaloo looked carefully at the character mascots as she and Silver Spoon walked by, noticing a few were missing their plastic eyes in their sockets and giving off a very creepy vibe. "It feels like they're watching us."

"Maybe they are," Silver Spoon commented, instantly regretting that she had said it aloud. Adding more potential fuel to both their nightmares was the last thing they needed.

Just as they were reaching the beginning of another costume row, headed by a Donald Duck costume, a creaking noise startled Scootaloo into knocking into her companion, sending the bag nearly flying off her back. Attempting to stop the inevitable conga line of destruction that the two feared would follow, they skid their hooves backward to a halt as only the first costume, loose as it was, fell to the ground.

The pair had to stifle back a scream, as the head came apart from the body of the costume, and a white structure fell out of the head, partially cracked. It was a skull. The skull of a pony.

Every instinct the two fillies possessed was telling them to get out of there as soon as they could, but two sounds caused the pair to slowly turn around in a stunned, cold dread—the slamming of the door behind them and the shuffling of fabricated feet shuffling to stand.

The two were almost magically frozen in place as the inverted figure stood up, head tilted down slightly as he stepped toward the pair. The door at the end of the hallway seemed to shimmer and vanish—it had somehow been an illusion.

For a moment, there was barely a sound from anyone, the ragged breaths of the fillies barely audible. Only the creaking metal of the rusted door penetrated the silence.

Then Mickey spoke.

"Hey." His voice was hushed, almost a whisper in the wind, and yet precisely like the beloved mascot they were familiar with. "Want to see my head come off?"

The pair would have screamed, or ran, but they were rooted to the spot as the figure began to clumsily grip at the sides of his neck, as if he were frantically trying to be free of something. His gloved hands pulled desperately at his neck as a mixed combination of blood and what looked like yellow stuffing began to pour out from the sides.

"AAAHHHH!!" Pinkie looked like she was going to throw up as she watched her Disney-loving child-like dreams become utterly torn to shreds—the second time something she had seen as fun had become twisted and warped/

Sweetie Belle screamed and covered her eyes, clinging to Rarity in terror. "I KNEW MICKEY WAS SCARY!"

Apple Bloom was holding tightly onto Applejack, the former murmuring quietly to herself. "It's just a story, it's just a story, it's just a story..."

"But they're actually in there," Shining pointed out. "I hope they'll get out okay..."

"It's Level 1," Twilight pointed out, not taking her eyes off the screen. "They won't get hurt... they won't get hurt..." Even so, her worried expression made it clear that she was wary all the same, the words she spoke seeming to turn into an uneasy mantra.

As the Mickey figure half stumbled, hands tugging at the sides of its neck, Scootaloo and Silver Spoon began to hurry as fast as their hooves could carry them to the way they had come in. But just as they were about to reach the door that they had previously come through, a pounding on the door in their direction seemed to stop them.

"I think they went this way!"

The two fillies froze—they knew that gruff voice. It was one of the two stallions—just brilliant.

Silver Spoon looked at Scootaloo, eyes wide with fear as she glanced nervously at the stumbling bleeding figure of the inverted Mickey behind them, all thoughts of Level 1-circumstances forgotten. "Now what?"

Scootaloo's only answer was a petrified glance at the wall nearby. Where there had once been a solid but dirty brick wall was now replaced but a hole in the center, a vortex that seemed to be intent on sucking them in, sending Scootaloo up in the air with her back as if the force of gravity had just turned sideways.

Silver Spoon had to practically gallop to tug on Scootaloo's hooves, nearly seeming to dislocate them in an attempt to avoid being pulled into the sudden dark abyss that was before them. But it was too late—with a force almost like that of a whirlpool, the pair were unwillingly sucked through the dark portal, screaming as they began to be swallowed up by the darkness.

With the darkness now seeming to obscure their vision of the room from the bottom-up, they were unaware of the voices from behind the door and the snapping of the lock. Unaware of the inverted Mickey nearly a foot away from them. They were just barely able to see the message above the door, seeming to have been carved in with bone as their last sight of this world: "ABANDONED BY GOD."

The last thing Silver Spoon was aware of was what felt like a thin hoof trying to reach out for her own, as if tying to save both her and her companion, but the sensation was lost to her as she and Scootaloo blacked out.

The screen grew black, and the portal closed. The two fillies did not return.

"... Where are they?" Apple Bloom gasped out. "What did ya'll do to them?!"

"You said that was Level 1!" Rarity exclaimed with a glare. "That certainly not Level 1 material!"

"Where are they?"

"They're not dead, are they?"

"Don't even think about that!"

"Don't worry," Lightning said in a false attempt at reassurance, his expression looking almost gentle. "They've simply found the portal to getting the first of the Notes we told you about earlier."

"So they're not dead?" Sweetie Belle asked.

"Of course not," Lightning assured. "They'll find their way through if they're lucky."

As everyone below conversed about what had transpired—what had happened in that world, who those stallions were, and where Scootaloo and Silver Spoon were now—Jeff tore his gaze away from all the fretting and whispered to Lightning. "You mean both of them?"

"Yes," Lightning affirmed. "Both."

Crescent looked at her brother with an even expression. She didn't look angry, or concerned, or like she was feeling any discernible emotion. However, it seemed clear that she got the meaning behind Lightning's words:

The Iridescent never had said just what he meant by "both"—both ponies... or both groups of ponies?

Slender Note #1

Silver Spoon and Scootaloo eventually regained consciousness, only able to vaguely feel the ground underneath them. The new sensation felt much more like dirt and grass than the cold Palace floor that had been stained with the blood of that disturbing apparition...

Scootaloo was the first to find the strength to blink her eyes into focus, the world began to take shape before her with her blurred vision. Silver Spoon followed suit soon after as they both rose to their hooves. This certainly wasn't the Palace they had previously been in, and it wasn't the Arena either.

Scootaloo put a hoof to her head as she steadied herself, tilting her head up to see not even a crack of moonlight showing through the dense forest around them. She glanced behind her upon sensing a pressure on her back, and realized that the red saddlebag was still with them, papers and the like completely intact despite the vortex that had pulled them to... wherever this place was.

Silver Spoon breathed a sigh of relief that they were still alive, adjusting her sky-blue glasses that had nearly fallen off her muzzle. However, it was as if the simple act of readjusting her vision caused the full weight of the environment around them to come to light. "Wh-Where are we?" Her inquiry was accompanied by a faint echo which seemed to ricochet off the trees, fading into the darkness.

Scootaloo raised her own voice to carry the call farther. "Hello?"

There was no answer to their call, only the slow, swaying creak of branches overhead.

"I'm not sure whether to be glad or not that nopony else seems to hear us," Scootaloo murmured, shifting her weight slightly and causing the saddlebag she carried to shake a little more than she meant to.

Luckily, the only pony who was drawn toward the sound was Silver Spoon. "Hey!" she exclaimed, noticing the bag on Scootaloo's back. "We still have it! Check if the camera's in there, we might be able to see something with it." She peered around them, the density of the tall trees around them almost stifling. The close proximity quickly caused her to grow more impatient. "Hurry up!"

"I'm trying!" Scootaloo lowered herself to the ground slightly to slide the bag off without accidentally entangling her neck in its strap. Unclasping the lock that held the satchel shut, Scootaloo moved the papers and books aside, realizing that the twisted lock from their previous excursion was still in there as well. A brief purple spark of magic indicated that whatever force that had affected it in the former world still remained.

Scootaloo attempted to touch the lock, but was surprised to feel a smooth surface around the object, a faint shimmering seeming to indicate an invisible force field in close proximity. "That force field wasn't there before..." She peered at the lock questioningly. "I wonder why it's acting like that..."

Just as she began to lift her hoof to attempt to make contact with the metal again, a loud crack startled the two fillies into instinctively huddling together.

"M-Maybe we'll investigate this stuff another time," Scootaloo stammered, eyes darting about frantically for the source of the sound as the lock lay undisturbed.

"Yeah..." The other filly tried to suppress a shudder. "Just get the camera out of the bag and we'll worry about that other stuff later."

"I guess you're right," Scoocaloo muttered before rummaging through the bag's contents and hoisting the camera out, half-expecting it to fall apart. "Ugh, got it! Let's just hope the camera works." Scootaloo held the camera steady in her hooves as she pressed the button to activate the flash. Maybe it hadn't broken, was somehow still functional...

"Yes!" Scootaloo exclaimed as the camera lit up in a flash, serving as a dim but functional flashlight. The close proximity of the trees, as she gazed at them, were even more claustrophobia-inducing in the newly formed light. The camera light reached no farther than the cluster of trees that enclosed them.

"This doesn't seem like part of the story," Silver Spoon commented after a moment of hesitation. "It's way too different." She frowned. "I thought for a moment that we might have been in the forest near the Palace, but..."

Scootaloo looked visibly worried, trying to quell her rising concern. "Maybe something went wrong with the portal network? What if the story was supposed to be over, and we're stuck in some alternate world?"

"I hope not," Silver Spoon murmured, looking hesitantly upward as the trees seemed to tower above them.

"Don't be alarmed."

The voice of Lightning caused the two fillies to jump in surprise, the atmosphere definitely not doing them any favors.

"It seems you've found your way into the Slender Forest," the stallion's voice echoed, a hint of pride present in his tone. "Good job, the portal decided to open the way for you. Now, all you have to do is find a Slender Note, and you'll be out of here before you know it. Then we can proceed."

"You mean to the next Level?" Silver Spoon inquired.

If the two fillies had been able to physically see Lightning, they would have observed that he was nodding. "Yes. Don't worry though, once you reach Level 2 it won't be much different from the previous one."

"Hey, wait a minute," Scootaloo called upward, using her wings to barely hover like a hummingbird. "Didn't you say that the Levels just keep getting harder?"

"Yes, but Level 2 isn't so bad. Just a little more danger that's all."

"What do you mean 'a little more danger'?"

There was no response from the Iridescent, as if the voice had never been there at all. They were on their own again.

Silver Spoon looked at her companion hesitantly, whispering as if anxious that she'd alert anypony who might be seeking them out. "If that's true, then some of us might get hurt during the next Level. And the Levels after that..."

The dark gray earth pony trailed off, knowing she didn't need to say any more. The possibility of severe injury or death occurring in the later levels—assuming they made it that far—was beginning to come to the forefront of their minds. As guilty as the pair felt for having their thoughts to turn to such a gruesome circumstances, they couldn't help the mental assertion all the same: better to go through this stuff early than to risk death later.

"At least we're out of that freaky Palace..." Scootaloo said, attempting to say just about anything to keep their spirits up and prevent the two of them from running in a panic.

"A lot of good that does us," sighed her companion. "We're stuck in a dark forest with nothing to go on, no map, no guidance, and no items or voice giving us hints at what to do. We're completely and utterly lost."

"Well, the only way we're going to actually get out of here is to find one of those Slender Note things," Scootaloo sighed, hoisting the saddlebag onto her back once more and managing to keep the camera steady. "Just look for a piece of paper or something..."

"I doubt they'll be on the ground or we'd never find it," Silver Spoon pointed out. She waved a hoof at the trees around them. "Maybe there's a clearing or something beyond all these trees that might give us some kind of hint."

Scootaloo nodded in agreement.

As the pair traversed through the trees with the aid of the camera's light, the dense forest around them finally gave way to what seemed to be a clearing, just as Silver Spoon had hoped. A small and rectangular orange building met their gazes, a wide doorway in their sights entering into a white-tiled room.

"Finally," Scootaloo said with relief, wings buzzing slightly as she dared to step forward, trying to maintain a sense of bravado. "Cutie Mark Crusader Building Explorers!"

"In case you've forgotten," Silver Spoon hissed, "one, I'm not a Crusader, and two, somepony might hear you! Like Slender Pony!"

Scootaloo lost a bit of the spring in her step as her hooves made contact with the cold tiled floor. This place was called the Slender Forest, after all, and they couldn't be too careful. "It that case, let's just hope there's a Slender Note thing here so we can get out of here as fast as possible!"

With that thought firmly set in their minds, the two fillies fully stepped into the building, the walls and floor covered in the same white tile material. A lone wooden chair rest in the hallway's corner, dismal and lonely as if it was made for a long-departed pony spirit that had left it behind.

"This place feels haunted," Scootaloo whispered, halting in her hoofsteps as her voice faintly echoed throughout the building.

"We might end up being the ones haunting it if we don't find a note and get out of here!" Silver Spoon insisted, cantering ahead of Scootaloo and leaving the desolate chair behind.

They soon entered into the largest area of the small building, a trio of white bathroom stalls indenting the left side. Trying to avoid looking at the stalls which looked cavernous in the dim camera light, Scootaloo walked alongside her companion and moved the camera's light around with her slightly shaking hooves.

A scrap of white caught Silver Spoon's eye as the dim light passed over the left wall. The object didn't reflect off light the way the tiles did, and it looked like a sheet of paper...

"Scootaloo, shine the camera over there again!" Silver Spoon exclaimed, feeling more relieved than anything else. "I think I found the note!" She galloped over with Scootaloo hot on her tail, eyes bright in the light of the camera as she reached the wall and looked at the paper in question.

The rectangular sheet of parchment was torn slightly, and slightly gray with patches of dust from having been placed in that dusty bathroom for who-knew-how-long. But what really caught their eyes was the writing on the paper itself, a few short words with a symbol in the center; a circle with two lines crossing down the upper right and left components of the shape. The words, in hurried, sketchy pencil, read: ALWAYS WATCHES. NO EYES.

The two fillies looked at one another and involuntary shuddered. or some reason just reading the words to themselves gave them each the uncomfortable sensation of eyes staring at them in the darkness. They each chanced a glance behind them, taking comfort in their apparent solitude before turning back to the Slender Note.

"We should both grab it at the same time," Scootaloo suggested.

Silver Spoon glanced over at the orange pegasus. "Why?"

"If this is supposed to activate or something and take us back once we get it, it might leave one of us behind," Scootaloo reasoned, her hoof hovering slightly over the lower left corner of the paper. "Our best bet is to hold onto it at the same time and hope it works."

Silver Spoon nodded in reluctant agreement, placing her hoof an inch over the lower right corner while Scootaloo returned the camera to its place in the saddlebag—no sense risking the camera being lost, or worse, her being strangled in its strap. While they weren't able to see the paper in detail anymore as a result of their light source being removed, their hooves could still be positioned over the edges.

"On three, okay?"

Silver Spoon nodded, hoof tense but prepared for what she suspected might happen. "One..."

"Two..."

"Three!"

The pair shouted the last word simultaneously as their hooves gripped the paper's edges in unison. The Slender Note began to glow with a faint white aura, and the two fillies felt a vortex begin to swirl around them. It started first as a gentle breeze, then increased both in speed and volume to the point that it seemed as if a severe storm was coming straight toward them, surrounding them in its tightly-packed winds. Silver Spoon used her opposite forehoof to hold her glasses in place so they wouldn't go flying off.

"I hope this works!" Scootaloo called out over the rising wind, the illumination from the Note obscuring their view of one another as the tiled building around them began to vanish into darkness as if it had never existed.

Silver Spoon was about to reply, holding onto the Note as much as she could with the light, darkness, and wind distracting her, but her sense of disorientation from a lack of any substance to fix on was quickly replaced by a disorientation of a different kind.

Blurring into view almost as suddenly as the Slender Forest had vanished, the fillies were harshly greeted with the cold floor of the Arena and the baffled gazes of dozens of others as they fell to the ground, the saddlebag slamming to the ground along with them as the Note was released from their hooves.

A Speech to the First Victors

As the pair of fillies began to get readjusted to reality, a loud grinding noise of stone on stone resounded from above, causing the ponies and creatures below to look up in surprise. The crackle of what sounded like jolts of electricity accompanied the sliding stone, and the mysterious lighting around the Arena dimmed and brightened for an instant with no discernible source. Some of the crowd jumped, as if expecting to be shocked due to the tell-tale sound, but it was nothing more than a reflex of what they expected would happen.

The floors above them, seeming to increase in size and give the onlookers a sense of vertigo, clicked along with the precise monotone of the seconds ticking away on a clock, as if each movement was carefully timed down to the second.

Slender Pony turned to face his three companions. A silent understanding appeared to pass between the faceless creature and the two Iridescents.

After nodding, Crescent spoke.

"Before we start with Level 2, Slender Pony requests a private audience with young Scootaloo and Silver Spoon," She inclined her head to the pair of dazed fillies, still adjusting to the bearings of their new surroundings after they were just beginning to feel a sense of relief from escaping the Slender Forest.

There was a stunned silence among the others, unsure of how to respond as Slender Pony's nonexistent gaze seemed to fixate on the pair. It was a rather unnerving sight coming from a creature with a complete lack of facial features to speak of.

"They found the first Slender Note," Crescent explained, in response to their silence. "Therefore Slender Pony deems it so that he should have a talk with this round's winners."

"How can he talk?" Trixie demanded, looking baffled.

A stare from Crescent seemed to cast a spell on the unicorn as she fell silent.

Everypony else looked uncertain. It was one thing to have anypony being around the nightmare creature, but neither Scootaloo nor Silver Spoon were exactly expert fighters. If worse came to worse, they could be killed.

Jeff snickered. "You should be scared."

"Don't worry," Lightning called, as if attempting to reassure them, "they won't be killed. In fact, they should consider themselves very lucky that they went through this early. But future excursions won't be without injuries." They could all tell from the Iridescent's tone that his words were both threat and promise.

Swallowing hard, Scootaloo and Silver Spoon tentatively stepped forward, their hooves feeling as heavy as lead as they walked off with the white, faceless pony. Scootaloo chanced a look back at the others, trying in vain to signal for Rainbow Dash, Apple Bloom or anypony else to help, but a turn of Slender Pony's head seemed to hold such a warning gaze that the young pegasus forced herself to be still. Or was he forcing her and her companion not to look back? With his menacing presence nearby, and the twisted logic of the arena, it was hard to tell which was really the case.

"If he tries to attack you, kick his flank into next week!" they could hear Rainbow Dash call after them, as if she wanted to do just that but was incapable of doing so due to Slender Pony's presence. Scootaloo nearly looked back, but something about Slender Pony's presence forced her to face forward and to the sides.

Scootaloo and Silver Spoon glanced nervously at one another, but said nothing. What was there to say? They had just experienced a greater terror than they had ever known up to this point, and now the faceless being who was said to be the ruler of the forest wanted a private audience with them. Who knew what he was capable of, even with no face?

When the two looked up from their brief conversation, they snapped back to reality long enough to see a door in front of them, causing them to be confused even further. Had that door been there before? They couldn't be certain—the portals they could see kept fading in and out, so it was hard to keep track of everything. They were pretty sure that the door hadn't been there a minute before, when Slender Pony first started leading them over that way, but this place was messing with their heads so much, the two felt as if all senses of logic were breaking down.

The pair went through the door and into a place of complete darkness, the stone floor rough under their hooves. Though Scootaloo and Silver Spoon could feel the ground under each hoofstep, no sound echoed. It was as if they had been thrown into a world of complete silence.

And...

The two felt a strange sensation come over them, their bodies weakening and swaying slightly.

"What's happening?" Scootaloo asked, weakness beginning to overcome her.

"I dunno," answered Silver. She struggled to keep her eyes open, though it didn't make much difference in the darkness. The effort proved useless—it was as if her eyelids were being steadily forced shut.

She only was able to see that Slender Pony was clear as day in the black void before she fell to the ground in a sudden fainting spell, the same happening to Scootaloo moments later.

Well, good to see you two.

The fillies were jolted awake and on their hooves in an instant, realizing they could hear hoofsteps now, no longer in that mysterious place of complete silence. They barely registered that they were in a small, circular room, the lighting dim but still visible. It was made of worn stones, much like a condensed version of the Arena, empty of inhabitants save for the two and Slender Pony.

But if they were the only ones there...

"Who... did you just say something?" Scootaloo looked at the well-dressed pony in front of her, as if she needed a physical confirmation that it had indeed been the nightmarish pony who had spoken.

Slender Pony inclined his head.

"H-How are you t-talking?" Silver Spoon asked, unable to help her voice wavering.

I speak in your mind, he said in response. The pony's husked voice indeed seemed to echo within the realms of her mind, and not audible in the room where they now stood. It was clear by the expression on Scootaloo's face that she could hear it too. I'm impressed that it was two fillies who entered the Forest. They thought they could hear an amused chuckle. But just as well, you'll live longer.

The pair looked to the pony's face and nodded, unnerved slightly by his words.

It was as if Slender Pony had read their thoughts. I'm sure this day seem new to you, to consider your own mortality, he began, seeming to stare at the two though he lacked facial features. After all, you are young. Your life has had a few occassional bumps, some fears overtaking you... he seemed to look directly at Scootaloo as he said the last part. But nothing that really harbored an immediate threat on your lives aside from what you've experienced here. Am I wrong?

There was a glint of uncertainty visible in the frightened gaze of the two fillies, and they could of sworn that the tall pony before them was mentally smiling. They shook their heads.

It's reasonable. Young foals always feel there's so much time for life. The tall white stallion circled them. Every day is fresh for them as they view it with wonder, trying to find your purpose and mark. It's like an eternal quest, isn't it? After all, even cutie marks can be open to interpretation.

He turned his gaze to Silver Spoon

What does your mark mean? It shares your name, does it not? Perhaps you and your friend are from one of the families whose name changes depending on the cutie mark they receive? And what is your talent, hmmm? A spoon with a heart. There's hidden depths to you, you're just afraid to show it.

An aura of cold seemed to seep into the filly.

And you, he said, turning to Scootaloo, your fate is unknown. The stallion almost seemed to chuckle at the look of doubt on Scootaloo's face, coming over to her and placing a cold hoof under her chin. In a way, not having a mark is precisely what awaits all ponies. Uncertainty of the future. A fate no one really understands. He moved closer, and Scootaloo could feel that cold seep into her as well. If anything, it's a 'mark' that would be most accurate for everyone. Everypony's always at that uncertainty point.

The fillies crouched low to the ground. The enclosure around them gave off an air of claustrophobia, and thoughts began to swirl in their heads. Of uncertainty, of emptiness, of the nothingness that lay before them.

Ever hear an adult say that time seems to speed up as they get older? As every year passes, it becomes a little more of a fraction of one's life.

Tendrils slowly spread out from Slender Pony's body, one of each gently curling around Scootaloo and Silver Spoon. The two had neither the strength nor will to react, as if Slender Pony's presence had immobilized them.

But what of you? You two are so young, and your days here may be so numbered... every second here could be your last, as close to the fringes of death as a pony ten times your age. Think about it. Every step draws you nearer to the Ending Door that you could very well meet.

Images flashed before their eyes. Of the others outside. One by one, their marks disappeared. Then the figures began to age rapidly, finally becoming skeletons before crumbling to dust.

Life is such a precious, fleeting thing... the clock will run out too quickly for some..

Recoiling his tendrils, Slender Pony stomped his hoof, and Scootaloo and Silver Spoon felt their perception of reality sway again as they were transported back to the Arena.

One more thing, Slender Pony said within their minds. His voice took on a much more echoing tone in their minds, reverberating fainter like a form of post-hypnotic suggestion. It sounded like a warning. Listen for the Siren Song.

With that sentence subconsciously repeating within their minds, Scootaloo and Silver Spoon soon found themselves in the Arena once again, able to be reached by everypony else.

Rainbow Dash trotted over to a battered Scootaloo and helped her stand. "You okay, kid?"

Scootaloo shook her head, not in answer but in an attepmt to stop the world spinning wildly. "I'm... I'm...fine... " She trailed off, knowing in her heart that that was a lie. She wasn't fine. She was shaken up, and she knew they were all in danger. That not everypony she saw around her would make it out alive. Slender Pony had cemented that in her mind. And Slender Pony's last words of listening for the Siren Song...

Diamond Tiara went over to Silver Spoon. "That faceless thing didn't hurt you, did he?"

"N-No..."

There was a pause before the gray-coated filly looked to the ground.

"I-I'm scared." Silver Spoon's voice was a whisper, a murmur so quiet that only she herself would be likely to hear it.

Diamond Tiara, in a rare display of concern, moved a bit closer to Silver Spoon. "Maybe this is all just a dream and none of it's real."

"I believe this is very much real, and very much now." A bolt of lighting struck the soft ground, drawing everyone's attention to a certain pair of ponies. It seemed as if they had sensed the fillies' doubts, as if they could clearly hear every whisper. But the time for musings was over for now.

It was time to begin the next Level.