The Operator

Chapters

Chapter 2: Denial
Chapter 3: Wrath
Chapter 4: Revelation
Chapter 5: Resolution
Epilogue: Continuum
Final Authors Notes, Thank You's and more!
Chapter 1: Recovery

Chapter 2: Denial

Chapter 2: Denial

"So... You don't want to talk about it?"

"No." Scootaloo snapped at Sweetie Belle while walking up the path into Ponyville. The day was bright, clean and crisp. A perfectly normal day for everypony, save one.

"You seem... different.."

"I said, I'm fine. Lets just forget about it alright?" Scootaloo stomped the path in front of them with a hoof and swiveled around to face her white unicorn friend. "Alright?"

"Yes! I mean.. Yeah. It was nothing." Sweetie backed up a foot and crouched low to the ground.

Only two hours after the fillies managed to get to sleep, Applejack roused her little sister for some chores. Ever since then, Scootaloo had been on edge. As if somepony was breathing down her neck at all hours of the day. Sweetie assumed it was just because of what she had indirectly put her through the night previous, but only the orange mare knew the truth.

The dreams.

She dreamed not of the monsters and boogeymares from the stories, but of the phantom of the woods. The ebony figurine standing tall, arms outstretched to ensnare and devour all that dare cross its path. The blank pale head atop its spindly body. Now, the object of her every nightmare and terrifying fantasy.

Yet, there was a draw to it all. Scootaloo could have just thrown the book away after proving that she bested the dare; but instead she kept it. Currently it was hidden away in her saddle bag, smashed in between her sleeping bag and pillow. Waiting to be opened, to be unleashed on the world. As scary and evil and horrifying as it was, she wanted to read the book. She wanted to see what was etched into those old pages. Scootaloo smiled.

"Why are you smiling?"

"I dunno. Let's just get home."

The two young mares made their way up the path until they came to the bridge over the river. Several small foals and their parents were playing in the park to the left, skipping rocks, and playing catch. Scootaloo longed at the sight, knowing that Rainbow Dash wouldn't ever have the time to take it easy like that. For a brief moment, Scootaloo remembered her birth parents. Then the thought was crushed, and shoved back further into the recesses of her mind from which it originated.

"Are you going to take the book to Twilight? She loves books, you know." Sweetie Belle motioned a hoof to the rapidly approaching library.

"Yes I know she loves books, she is practically a book herself! And no, I'm going to keep it."

"But..."

"No! The book is mine!" Scootaloo snarled, quiet so nopony could hear her.

"Huh?"

"I- I mean I found it. It's proof that I can stand by a dare! heh... yeah. Anyways, I think you can make it back, and I've got some stuff to do, so... Bye!" Scootaloo scampered ahead of Sweetie Belle. She figured the younger white unicorn could make it home on her own now that they were in town. It wasn't like Sweetie was a foal anymore, and besides. She had some reading to do.

The young filly busted through the door and laid her bags down on the floor of Fluttershy's living room.

"Mom and er... Mom? I'm home!" Scootaloo still had to get used to calling Rainbow Dash and Fluttershy mom. Several months ago, the young filly was discovered sleeping under the bridge in Ponyville park. When asked why she wasn't at home, she replied there was no home to go to.

Instead of asking for a search party, the young filly requested she be adopted instead. Nopony ever really knew Scootaloo's parents, but nopony could say they were pleased with them. The oldest couple in town opted to take the little orange filly into their home, and so it has been ever since.

Living with two mares had its benefits. The young filly trotted into the kitchen and found two bagged lunches on the counter. One labeled 'Scootaloo' neatly, the other quick and messy. Scootaloo giggled and made a mental note to tell her mothers that she really only needed one lunch.

After a brief search of the home, the filly deducted that her foster parents must be busy elsewhere, which was weird because they were usually around on the weekends. There was something else that was odd about the house, but she couldn't quite place her hoof on it. She looked around and listened intently for several seconds. She blinked several times, and then took a sandwich out of the bag.

Taking a bite of the daffodil on hay sandwich, she walked into her bedroom and sat on her bed. Making sure to close all the windows and shutters, Scootaloo unpacked her sleeping bag and set the book on her nightstand. As she picked it up and stared at the symbol on the cover, she felt the malaise from before return in full force. It was almost as if she was looking at the figure itself. She started to feel queasy, and was unable to even look at her sandwich without feeling sick.

She closed her bedroom door, took the book out of her mouth and opened it on her bed. She took a look at the first page, which was all scribbles and nonsense. The next three pages were adorned with the symbol on the front cover. "The Operator" it was called in one such page. Looking at the symbol, Scootaloo began to feel a headache developing in the area behind her eye sockets.

She flipped the page, and saw several crimson dots splash the surface. She reached a hoof to her nose and wiped it. Blood.

Releasing a groan and rolling her eyes, the filly got up and trotted to the door. She opened it and walked out into the hall. Was it darker than it was before? Why was the hallway so long? The orange filly chalked up the strange sight to her feeling sick, and opened the bathroom door.

As she leaned up against the sink she looked at herself in the mirror. Her eyes were baggy due to her lack of sleep the previous night and she chuckled to herself.

'Maybe I should just get rid of the book and get some sleep...'

As soon as her nose stopped pouring, Scootaloo wiped it with some toilet paper and leaned her head back. She walked back into the slightly longer, slightly darker hallway. The walls were off somehow, and it awakened a sense of claustrophobia in the young mare. Fear overtaking reason, she dashed into her room and slammed the door behind her.

Finding her place in the book and holding a tissue up to her nose, Scootaloo gazed down at the page before her.

"Oh, should I travel through the woods

Or should I not and wish I would

For above me lurks the trees

No one would hear my deathly screams

The palest man, the blackest suit

Bigger than the tallest brute

Six black arms will grab you up

Or, stalk you till you just give up

A blank face bares upon his head

Makes your soul fill up with dread

He takes you when you least expect

String you up, and pierce your neck

He’ll leave your body not to flee

But to staple your corpse upon a tree

Fear the man, the slender man

For he can do, what no one can."

"The... The Slender Man?" Scootaloo whispered.

Chills ran up and down the young mares spine yet again. She thought she might be able to get over the feeling, but each time she closed her eyes the blank face, and branchy arms dominated her mind's eye. Suddenly she was trapped, a prisoner to her own body, in her own bed. She remained quiet, and forced her eyes open to look around in search of the unthinkable.

The unthinkable never came. Instead, Scootaloo flipped the page. It was blank. She flipped the page again, blank. She flipped a few pages and found an entire page of text. Making sure her lamp was plugged in tight enough so that it wouldnt go out, she began to read.

Once upon a time there were twin fillies, Stela and Sorina. They were brave little fillies, and had no fear of the dark, nor of spiders and other crawling things. Where other young fillies and even young colts would cower, Stela and Sorina would walk with their heads held high. They were good fillies, obedient to their mother and father and to the word of Celestia. They were the best children a mother could ask for, and this was their undoing.

One day, Stela and Sorina were out with their mother gathering berries from the forest. Their mother bid them stay close to her, and they listened, as they were very good fillies. The day was bright and clear, and even as they walked closer to the center of the forest the light barely dimmed. It was nearly bright as noon when they found the tall man.

Unlike any pony, the tall man stood in a clearing, dressed as a nobleman, all in black. Instead of standing on four hooves, he stood on two. Shadows lay over him, dark as a cloudy midnight. He had many arms, all long and boneless as snakes, all sharp as swords, and they writhed like worms on nails. His face, a pale sheet of white. He did not speak, but made his intentions known.

Their mother tried not to listen, but she could no more disobey the tall man than she could forget how to breathe. She walked into the clearing, her daughters shortly behind her. "Stela," she said, "take my knife, and cut a circle on the ground big enough to lie in." Stela, who was not afraid of the tall man, nor afraid of the quiver in her mother's voice, obeyed what her mother said. "Sorina," the mother said, "take the berries and spread them in the circle, and crush them underfoot until the juice stains the earth." Though Sorina wondered why her mother asked her to do such a thing, she obeyed, because she was a good little filly.

"Stela," the mother said, "lie in the circle."

Stela, though she worried she might stain her clothes, did as her mother asked.

"Sorina," the mother said, and bid Sorina cut her sister open with the knife.

Sorina could not; would not.

"Please," her mother said. "If you don't, it will be worse. So much worse."

But Sorina could not, and she threw the knife away and ran home, crying. She hid under her bed, afraid for the first time in her life. She waited until her father came home from the fields, and told him of the terrible thing she had found in the woods. Her father comforted her, and told her she would be safe. He went to the woods, his axe in mouth, and as he commanded, she stayed by the hearth, waiting for his return.

After some time she fell asleep. When she woke, it was to the sound of knocking on her door at the darkest hour of the night. "Who is there?" she said.

And the door, locked tight before her father left, fell open as if it had been left ajar; the tall man arched in the doorway.

Scootaloo couldn't finish the page. She took the book in her hoof and threw it across the room, the resounding thud being the only noise she has heard for several straight minutes. So silent, so dark. Even with the lamp on, it was still crushing. Her eyes watered, and each time she blinked away her tears the room got darker, and smaller. She could feel it's presence outside the window, in her closet, right outside the door.

Listening. Waiting. Watching. Playing its little game.

As Scootaloo quivered on her bed, she began to realize what was so wrong with Fluttershy's house. The animals. They were all gone. Usually when she came home there were birds chirping, and bunnies bouncing. At this time, the house was dead silent, and dead empty.

Empty except for the small orange filly... and something else entirely.

"Scootaloo?" Rainbow called as she examined the pilfered lunch bags. "Scoots? Are you here?"

Upon hearing no reply, the pegasus headed out of the kitchen and into the hallway. She stopped dead in her tracks when she saw the state of the hallway. All the picture frames were tilted at different angles, and it was pitch black, save for one lamp dimly flickering in Fluttershy's bedroom. She opened the shutters over all the windows, and entered the bathroom. When she looked at the sink her blood ran cold and her heart skipped a beat.

"Scootaloo!!" The mare called, her voice trembling.

The pegasus darted from the bathroom, hooves scrambling to find purchase. The cyan pegasus darted through the hall, gripped the handle with both hooves and tore Scootaloo’s bedroom door open.

“Mom?” came a meek voice.

“Scootaloo! Are you okay? What happened in the bathroom?!” Rainbow flipped on the lights and opened the curtains to banish the darkness from the room. She dashed to the bed and wrapped herself around her foster daughter.

“I- I just feel sick. Thats all. I got a bloody nose...” Scootaloo explained, letting the warmth of her mother figure comfort and ease her thoughts. She glanced over Rainbow’s shoulder and saw the book, half open with the image on the cover facing her directly. The operator.

“Do you want me to take you to Nurse Redheart? I’m sure she could help you feel better.”

“No, it’s ok. I just want to stay here. Where are all the animals?” Scootaloo asked, her voice returning to normal.

“The animals... They are missing.” Rainbow couldn’t lie to the filly. “Fluttershy went out into the forest looking for them.”

“No!” Shouted the orange pegasus, who quickly swallowed and shrunk back down under the covers. “I mean... I hope she gets back soon.”

“Scoot, is there something you aren’t telling me? Did everything go alright at the sleepover last night? Diamond Tiara didn’t show up did she? I swear if she gives you one more-” Dash cupped one hoof in the other and grunted, causing the filly below her to giggle.

“No, nothing like that. I just didn’t get a lot of sleep... because it was cold. And I think I got sick. Can I stay home from school tomorrow?” Scootaloo’s eyes grew large as she looked up at Rainbow, her lower lip quivering.

“You know that only works on Fluttershy, right? We will see how you feel in the morning. Get some rest, and I’ll wake you up for dinner, ‘kay?” The rainbow maned mare tucked the filly in and gave her a kiss on the forehead.

“Okay. Thank you.” Scootaloo sighed as the mare left the room. She got up out of her freshly tucked sheets and took up the book in her mouth. She sat it on her bed and eyed it closely. This wasn’t a book, at least not in the sense that it was written by an author and published. This book was one of a kind; a journal. Likely written by one in her position right now.

Again, the filly opened the book, desiring the secrets hidden between the pages. Something about the dangerous and forbidden excited Scootaloo. She loved the thrill of being scared, and scaring others.

But this was getting out of hoof. She had never read or heard a ghost story quite like this. It’s so real, so vivid. Every time she looks at the operator, she feels queasy and strained. It was as if the sign was a direct link to the figure in the forest.

She flipped the pages, trying to find something, anything to help rid her of this monster's attention. The further she got to the end of the book, the more illegible the stories got. One by one, Scootaloo recounted all the known sightings of this Slender Man.

One told of a stallion from Hoofgradt who was found impaled by a branch high in a tree. When questioned, his wife refused to answer any questions. The only thing she revealed were incoherent mumblings about the “skinny thing” in the window.

Another told the story of a factory worker from Manehattan who, upon seeing the slender figure, rushed home one night to find his home burning. His wife and two fillies died in the fire. When interviewed, the stallion says he can still hear the whispers of the echo. He claims he can see the slender figure every day from his hospital bed, just on the edge of the forest. Watching. Mocking him, and the life he’s ruined.

As Scootaloo read, she found she couldn’t tear her eyes away from the pages of the journal. Not even the disturbing and graphic photos contained within.

Every story she read brought her closer and closer to the realization that nopony has ever escaped the slender man. Nopony knows what it wants, who it is, or even what it looks like. The descriptions and pictures are vague at best, and downright indecipherable at worst. She needed to go for help.

She also needed to get rid of the book.

Scootaloo picked it up in her mouth and threw it in her closet, buried it under some clothes, and then shut the door. She sighed and stretched and climbed back into bed, closed her eyes, and waited for supper.

“So all the animals just left?” Scootaloo broke the awkward silence at the dinner table. Fluttershy, who had worn a crestfallen expression ever since she returned home for dinner, nodded her head.

“I don’t know where they could have gone. I hope they are alright...” She sniffled.

Rainbow shot a glare at Scootaloo, who promptly shot her gaze down into the tomato soup she was eating. The silence returned, and, for the rest of dinner, nopony spoke. Scootaloo felt like she was being watched but she ignored the feeling as best as she could. She always felt watched.

After dinner, Fluttershy left to go talk to Twilight about her missing pets and friends. Scootaloo cleared the table and sat on the couch looking out the window. She sat like that for several minutes, her ears flitting this way and that as if she was waiting for something. Every so often she would glance behind her, taking a few seconds before looking back at the window.

'Something is wrong with that filly...' Rainbow Dash mused, but couldn't quite place a hoof on it. Maybe she would go ask Applejack if anything happened on the farm last night. Something about Scootaloo just didn't add up.

For Scootaloo and Rainbow, the rest of the day was filled with flight practice. Or more appropriate, flight failure. The little filly flapped as hard as she could, but could never raise higher than a few inches off the ground. Rainbow knew her wings were underdeveloped, likely because her birth parents never took her outside to practice when she was young. As a result, the muscles atrophied, and never grew out properly. But the mare couldn't tell her that. It would crush her.

"I... I just can't. I'll never be able to fly..." Scootaloo half sobbed, half gasped as her foster mother brought her into a swift embrace. The sun was setting, and cast grim shadows across the ground.

"Don't tell yourself you can't, because then you never will. You will fly Scootaloo. One day, I promise."

The orange filly remained silent. Rainbow Dash assumed it was because she was crying, the boastful young mare was just like her. Rainbow tightened her embrace, and closed her eyes, trying desperately to comfort the sullen child.

However, sadness was not what silenced the filly; but fear. Several yards behind Rainbow’s shoulder, tucked into the border of the tree line stood a tree. A tree with two skinny trunks. A tree with branches, stretched out to welcome her. A long and Slender Man.

"Scoots? Are you ok?"

"Yeah. Can we go inside now, please?"

Chapter 3: Wrath

Chapter 3: Wrath

"Ahhh!" Scootaloo awoke with a blood curdling scream, her hooves gripping the covers; cold sweat soaking her sheets.

Several seconds later, hooves clopping against wooden floors could be heard ringing throughout the house as Scootaloo's foster parents awoke to the scream. The filly groaned as she realized she would need to do a lot of convincing as to why nothing was wrong, and why she wanted to just go back to sleep. The door was flung open and inside ran Fluttershy and Rainbow Dash.

"Scoots! Are you ok?" The brash pegasus butted in front of her yellow mate.

"Yes, I'm fine. Just had a bad dream is all." Scootaloo grunted, laying back in her pillows.

"Oh my, you have a fever! Let me go get you some ice..." Fluttershy quietly announced, soundlessly flapping out of the room.

"Ugh, can't I just go back to sleep already?" The young mare pleaded to Rainbow, her voice devoid of fear.

"Scoots, we need to talk. What's wrong? You have been acting strange ever since you slept at the club house. I'm just worried about you. I'm not just your mom, I can be your friend. You can talk to me ya know?" Rainbow sighed heavily, and lifted a hoof to Scootaloo's purple mane. "Tell me, what are these dreams you have been having?"

"How do you know I've had more than one?" Scootaloo asked sceptically.

"Look in the mirror, it looks like you haven't slept in days!"

"Ok fine, I'll tell you." The orange filly thought carefully for several seconds before relinquishing her answer. "The other night at the sleepover, Applebloom told us a scary story. About... Windegos! and I thought I saw one in the Everfree and I was scared..."

Of course the filly was lying, and she felt bad for it. But who would believe her? If she told the truth, they would probably take her to that creepy Dr. Whooves character she always sees stalking about town. She had to solve this problem on her own, or at least with the help of her close friends. Lying was the only option that made sense to her, but in reality it didn't exactly matter what she said.

"You know a windigo hasn't been seen in Equestria since it was founded, right?" Rainbow looked skeptically at the filly.

"I'm back! Here, take these frozen peas and... here and just let me... there you are!" Fluttershy entered the room adorned with thermometers, ice packs, frozen peas and countless other home remedies that she then proceeded to shove onto, into and around Scootaloo. Once the small filly looked like a hospital patient, the yellow pegasus kissed her on the forehead and scrambled out of the room.

"Does she have to do that?"

"She is Fluttershy... so yeah."

The two pegasi shared a laugh at Fluttershy's expense and after several seconds they calmed down and Scootaloo breathed a sigh of relief. She really did feel sick, and the ice packs and peas were doing wonders for her head. Regardless, she took out the thermometers and shook off all the ice packs. She wanted to leave them, but she had to keep up an appearance.

"I don't need all this stuff, really. I'd like to just get back to sleep now, please?" Scootaloo looked up at the rainbow maned pegasus and yawned.

"All right, fine. But promise me if anything else happens, you come straight to me, ok?"

"I promise."

"Something is wrong, I can feel it." Rainbow said as she trotted into her bedroom.

"I'm sure she will be fine, Rainbow. I'll take the best care of her..."

"Not that, Shy. She isn't just sick... There's something that's messing with her head. Making her lie to us." The pegasus wriggled into the sheets and cuddled up to her lover.

"What makes you say that?" Fluttershy accepted Dash's company with open arms and hooves.

"Because I was like that as a filly. My parents abandoned me too... I'll bet that's whats hurting her. I hate to see this happening all over again..." The pegasus let a single, secret tear out of her eye.

"We will just have to keep an eye on her, and make sure she knows we love her. You do love her, don't you Dash?"

"She may not know it, but I do. More than anything."

"Time to wake up for School, Scoots!" The orange filly blinked and turned over, groaning. It was one of those days, after a sleepless night. After Rainbow tucked her in, the nightmares returned, but not like normal nightmares. It was as if she was looking at her own body disappearing into a veil of darkness and shadow.

She didn't know what was worse, the dreams or the figure itself.

After several minutes of silence, Scootaloo heard Rainbow call out to her again. Knowing that the stubborn pegasus wouldn't let her sleep in any longer, she rose from her bed and blinked her strained eyes. Blinking wasn't enough, however, so she took her hooves and pressed them onto her eyelids and rubbed.

Several awkward, lazy steps later, Scootaloo was in the shower. She didn't notice how quiet it was until she turned off the water and heard the slow steady melody of water dripping into the tub. Scootaloo felt watched again, and she turned her head this way and that praying to Celestia she wouldn't see what she thought she might.

After drying herself off, her nose began to drip. She groaned and tilted her head back. After several minutes, she managed to roll up a few pieces of toilet paper and shove then into her nostrils to help stop the bleeding. Even though the sun shined proudly in through the bathroom window, it still felt claustrophobic.

Scootaloo dried herself off and quickly left the bathroom, taking great care to not look out at the shadow she thought she saw past the now open window. Fear mounted itself in her heart as she stalked back to her bedroom, again completely silent. The sun did nothing to quell the terror that she was feeling. Every step closer to her bedroom door was like another step into the open jaws of a beast waiting to devour her.

She could feel the eyes on her now, even though she knew there was nothing there. She wouldn't turn around, she wouldn't give in. Not looking at it was the only power she had, and she wasn't going to relinquish it now.

Then she felt something touch her shoulder.

"Boo!" Called out a voice, but Scootaloo was already gone. She had run into her bedroom and slammed her door. Hard.

By the time Rainbow Dash realized her mistake, it was already too late. She tried the prank as a means of getting Scootaloo to open up, but it had effectively worked towards the opposite. With her ear pressed against the filly's door, she could hear light sobbing. It broke her heart in two.

"Scootaloo... I-" Dash entered the room.

"Get out!" The young mare pushed against the door, catching Rainbow's hoof painfully. The pegasus yelped and withdrew from the room, her eyes brimming with tears; not from the pain in her hoof, but that in her heart. She limped to the couch and cried deeply into the cushions. She heard the door open, and shut briskly. Minutes passed, and she did not move a muscle.

The front door opened and shut, and she knew she had failed. As a parent, and as a friend.

By the time Scootaloo met up with her friends on the way to school, the pain in her heart had receded just enough so she could act normal. Why would her mom do that to her? She knew she had been scared lately, why would she bring intentional fear to someone she loved? The small pegasus deducted one thing from the experience. Rainbow Dash was not to be trusted.

"Hey Scoots, what's up!" The small white unicorn trotted up beside her. "How was your flight lesson yesterday? I heard you got off the ground!" She cooed.

"Heh, yeah. The same way a rock lifts off the ground when you throw it..."

"Oh come on Scoots, I know you will fly one day! I promise."

Scootaloo remained silent until they got to Sweet Apple Acres, her mind obviously wandering elsewhere. 'Was Dash lying last night about me flying too? She probably thinks I'll never even get into flight school...'

"Hey Sweetie, I think I'm going to wait here..." Scootaloo gulped as she saw the trees of the Acres, as well as the looming trees of the Everfree beyond.

"Oh come on Scoots, it's day time! Nothing scary here!"

'It doesn't matter if it's day time...' Scootaloo thought before her little white friend went bouncing down the path to the farm house. With a sigh, and an immense feeling of dread, the orange filly followed.

Even with her jubilant friend right beside her, Scootaloo watched the trees very carefully; knowing full well that Slender Man wasn't afraid of the sunlight. In fact, the figure seemed to be more interested in getting her attention than causing her any real harm. She figured the most powerful weapon against him was her own mind. Her will to not look closer at the trees, to not check behind her every time she felt eyes on her back. If she acted normal, maybe she would feel normal.

But acting and being normal are two completely different things.

For now, surrounded by trees, the little filly was having trouble breathing. The orchard seemed to cave in on her, flowing and ebbing; waning and waxing. She began to feel a bit light headed, accented by a dull headache. She felt the familiar eyes, and the uneasiness return. Sweetie Belle either didn't notice the change come over her friend, or she just didn't want to say anything.

After several minutes of enduring psychological torture, Scootaloo could feel her senses returning to normal. The tingles in her spine were reduced to a minimum and she no longer felt the presence of death in her immediate vicinity. All things considered, the little filly felt relatively normal.

'I can beat him...' she thought cheerily. 'Either that or it just decided to leave me alone...'

She silently thanked Celestia for the moment of reprieve, and relished in the untainted glory of her sun.

"Scootaloo, why do you keep smiling like that?" Sweetie interrupted.

"I just feel like today will be a good day."

"This has been the worst day of my life." Scootaloo said calmly to the ground as she sat on the playground for recess, completely alone. During class, Diamond Tiara made it quite known that the little orange filly had been absolutely terrified of a stupid ghost story. Furthermore, she 'cried for hours because she was scared of a tree.' Scootaloo heard hoofsteps and raised her head.

"What? You guys want to make fun of me, too?" she chided.

"Oh, Scoot, Ah'm so sorry..."

"Yeah, we really didn't mean to let that slip... She caught us talking to Cherilee about you and-" Sweetie started, but was cut off by her orange friend.

"She caught you what?!" Scootaloo shot up, eyes glaring at her friends.

"Wull... We've been worried about'cha is all. We told Cherilee that we accidentally scared ya, and we wanted to know how ta apologize..." Apple Bloom took a sudden interest in kicking little rocks around with her hoof.

"So now I'm the laughing stock of the whole school. Great. Some friends you are..." she said, turning around and beginning to walk away.

"No, Scootaloo! Listen... we are sorry. But we still need you to tell us what's going on!"

"Yeah... you're scarin' us. Please let us help you!" her friends pleaded. Scootaloo knew her fellow crusaders wouldn't ever purposefully hurt her... but she also thought that about Rainbow Dash.

"No. Just leave me alone..." Scootaloo could feel her eyes glistening with tears. She held them as best as she could; the last thing she needed was for the whole class to see her break down. She walked towards the school house, head held high as a facade to ward off her drama-starved classmates.

She looked back at her friends and fellow crusaders with a wary eye. She could forgive them in time, she reckoned. She just needed time to let the situation blow over. While walking back to class, Scootaloo could feel eyes upon her once more.

"Hey, you!" Oh no, not that voice.

"What do you want, Diamond Tiara?" Scootaloo turned around to face her adversary, and stood tall.

"Oh, nothing. I just wondered what was so scary it sent you running back to your mommy. Oh, wait, you don't have one."

Just then, something inside Scootaloo snapped. She just couldn't believe Diamond Tiara would go there. She wasn't angry, so much as surprised. So, instead of retaliating with a hoof to her face, Scootaloo just turned around and walked away. Silent and calm. It would take Diamond Tiara a while to figure that one out.

After recess was called to a close, and all the fillies and colts shared groans of protest, the foals shuffled back inside for a math lecture. Probably the most boring part of the day, but also the most rewarding. If they sat through the whole thing without interrupting, they would finish early and Cherilee would let them go home.

"Everypony take out their math books, and turn to page three hundred and ninety four." Cherilee said in vain, as the foals were so loud her voice was less than a whisper among them.

"Turn to page three hundred and ninety four!" The teacher shouted, effectively shutting off all forms of communication in the room. "Thank you."

The noise in the room turned from idle chit chat to shuffling bags and unzipping zippers. In the confusion, the small orange filly in the back of the room took out a book. A book that was most definitely not for doing math. While everypony was busy digging their snouts into their saddle bags, Scootaloo quickly deposited the book into Diamond Tiara's.

The young mare snickered, knowing full well the consequences of what she just did. Was it the wrong thing to do? Scootaloo didn't even care.

Surprisingly, all the fillies and colts in the classroom sat silently through Cherilee's lecture; although the vast majority may have been asleep with their eyes open. After class, Sweetie Belle and Applebloom headed to their usual location, the club house, where they spent the afternoon talking about just about everything but their cutie marks.

Scootaloo avoided them as long as possible, stopping by Dinky Doo's house for a brief playdate and the inevitable muffin-eating contest. Although the little grey pegasus was loads of fun, Scootaloo found the family's antics to be somewhat annoying after a while. Somewhere around the fourth tray of muffins, the orange filly made her escape.

'I've gotta say something to my friends...' Scootaloo sighed as she walked, head held low.

After dropping by her house briefly to inform her foster parents that she would be home a little late tonight, the filly started walking to sweet apple acres. All the while, thinking about what to say to them.

The path to the farm was getting rather chilly as the sun started to set. As soon as the filly felt the first chill of the night, she knew she would regret leaving the safety of her warm home. The paranoia was setting in, and soon the filly found herself checking behind her quite frequently. From her hooves to her snout, she was shaking uncontrollably, her heart pounding.

She galloped all the way to the clubhouse, not looking back once after that.

"Hey guys, I wanna say something."

Scootaloo's voice startled her fellow crusaders, whom were deep in thought about how to apologize to their friend; not even noticing that she had opened the door and walked right in.

"Wha... what?"

"Yeah, we thought ya hated us!"

"I don't hate you, I'm just upset. The past few days have not been fun and I haven't told anypony yet, but... I need to tell you what happened the other night at the sleepover." She sighed, preparing to recount the horrific events of the past few days.

"-and that's what was in the book. Then today, in class, I slipped it into Diamond Tiara's saddlebag. It might not help me escape, but at least she will know exactly why I'm scared now." Scootaloo breathed heavily. It hadn't done her any good to recite the events that were buried quite nicely in her head. Furthermore, it was getting late out and she would need to hurry if she wanted to be done with this in time.

"Scoot... Ah don' know if that was a good idea. Diamond Tiara is a pain in the flank but... this could be dangerous." Applebloom was shaking in the corner. For as down to earth as her family is, she sure was easy to scare.

"Yeah, and how do you know that... thing... is really there? I've never seen it, and we have been to Zecora's plenty of times."

Scootaloo threw her hooves around her friends, wrapping her arms around their necks. "Well, that's the second part of my plan. You two are going to come outside with me and I'm going to prove to you that he exists."

"Woah woah woah, Ah never..."

“Please, you guys?” Scootaloo tightened her grip around her friends. “I need your help; I feel like I’m going crazy... This thing has followed me day and night since the sleepover!”

“I-”

“Please?” Scootaloo puffed out her bottom lip and opened her eyes as wide as two tea saucers.

“Ya know that only works on Fluttershy, right? And fine, I’ll go. What about you Sweetie Belle?”

The unicorn snorted, “Well, I’m sure as hay not staying in here alone.”

The trio of fillies made their way down the ramp into the orchard like cats into a bathtub full of water. The night was young, but the orange light of the sun only served to cast eerie shadows across the ground like a puppet show. Finally, the fillies began the trot to the Everfree forest, bantering as playfully as they could, given the circumstances.

Scootaloo took the lead, explaining exactly how she felt all the while. Sometimes she would stop and look out across the trees as if she had heard something. The other two fillies shrugged, hearing and feeling nothing out of the ordinary winter chill.

As the darkness descended over the fillies, Scootaloo’s eyes began to water. Her hair stood on end much like it had before, and she felt as if something sinister was lurking just behind her. Sweetie Belle and Applebloom were talking, but she did not pay attention to their conversation. She was in danger, and so were her friends.

Suddenly, a stick broke behind her.

“Will you two quiet down!” Scootaloo turned around, taking care to emphasize her voice while keeping down the volume.

“I’m sorry, it was just a twig...”

“Ya, Scoot, chill out. Are you okay?”

“Scootaloo?” Sweetie moved a hoof in front of her friend’s face.

“Turn around,” the young mare said, her voice cold as a stone.

Several meters away, was the figure. Scootaloo could see it plain as day. For the rest of the fillies, they weren’t quite sure what they were seeing. It was more like a honeydew melon speared on top of a tree. She kept her eyes glued on it, and it stared right back at her. This is the closest it has ever been to her, and she felt sick. Her nose began dripping with blood again, but she did nothing to stay it. Seconds went by, minutes even before anypony spoke.

“Scootaloo! Your nose is bleeding!” Sweetie broke the silence and rushed to her friend once she noticed the crimson dripping down her chin, pooling in little puddles on the ground. Scootaloo remained still, paralyzed by an unknown entity.

Applebloom raised an eyebrow at the figure and decided she wanted to get a closer look. While Sweetie tended to her orange friend, she crept closer to the Slender Man. The closer the little filly got to the figure, the more her skin crawled with fear. She felt eyes all over her, and couldn’t tear hers away from the pale, blank sphere.

Scootaloo wanted to shout out to her friend to stop; run away before it takes you. Applebloom hadn’t read the stories and didn’t know what it would do to her. She wanted to run ahead and tackle her friend out of the reach of its long skinny arms. Soon, it would be too late. Applebloom kept up the pace and would soon reach it.

Applebloom screamed as the pale white sphere rose, and Scootaloo vomited.

“Ah’m sorry Scoots, Ah just can’t help it!” The yellow filly cried out in laughter as she beheld the object of their horror; a balloon. It seemed as though it had blown into the orchard and lodged itself in the branches of one of the younger saplings.

“It’s not funny, you guys. I don’t know if you can feel it but I do. Let’s just go back...” Scootaloo’s stomach cringed and Sweetie Belle looked like she was on the verge of tears.

“Don’t laugh at her Applebloom! She needs help.”

“I don’t need he-” Scootaloo spoke, but quickly stopped as she felt more bile rushing up her throat.

“Alright, alright. Let’s get ya home Scoots.”

Scootaloo sighed as her friends picked her up on their backs and started walking her home, her head dizzy and her mind clouded. Every so often, she would see the figure peer out at her from behind a tree, and then disappear as if it had never been there. Every time she opened her mouth to say something, she felt the sour taste of vomit return. She eventually gave up trying to raise an alarm and fell silent; content to let the gentle rocking of her friends hooves comfort her.

Every few meters of the journey, the figure would get closer and closer. By the time the three fillies were passing the clubhouse, it was clearly visible right behind them. It was now fully apparent how tall the creature was, easily surpassing the height of both princess Celestia and Luna put together. It was wearing what seemed to be an elegant gentlecolt’s dinner suit. The blank head atop its dark shoulders bobbed silently, as if laughing at the tormented filly.

“Scootaloo? Are you okay back there?” Sweetie Belle turned toward her friend. The orange filly’s face was flushed and she was already passed out cold.

“We better get her home quickly...”

Chapter 4: Revelation

Chapter 4: Revelation

"So, tell me again what happened?" Rainbow Dash stroked her foster daughter's mane, tears running down her face.

"Wull..." Applebloom started.

"Scootaloo got sick when we were taking a walk through the orchard... She said she has been seeing a tall, skinny thing for the past few days and every time she looks at it she gets sick." Sweetie Belle stood up and paced about the room. "She said she wanted to show us... so she knew she wasn't crazy. But we didn't see it. It was just a balloon. Just a balloon..." She sobbed the last part out.

"Sweetie Belle, Applebloom... you should probably get back to your homes. Scootaloo needs her rest." Fluttershy quietly suggested.

"But..." The fillies sounded in unison.

"I'll walk you home. Grab your things." The yellow pegasus took their saddle bags in her mouth and led them out the door into the cold night air.

Rainbow Dash picked up Scootaloo carefully and brought her to her bed. As she set her down, the filly let out a soft groan and fluttered her eyes. The mare watched over the filly for several minutes, noting each time she took a breath and the covers gently raised. It was at this time Dash remembered why she agreed to be a mother all those months ago. The brash pegasus always had a soft spot for the little orange filly, and secretly relished the time they spent together.

Time that may be coming to an end.

Tears flowed freely from the pegasus' eyes, and as she blinked, the blurry image of Scootaloo dripped back into position. Breathing, sleeping peacefully; but she was not peaceful. Rainbow wondered what to make of this Slender Man and what it could mean for her foster daughter. The character was obviously not real... a figment of a filly in distress; some kind of escape from the reality she lives in.

When a parent abandons a child, it leaves a void in them that they will never truly be able to fill. It hurts every day, and it will never be forgotten. A void that Rainbow Dash knew all too well. She blinked another tear down her cheeks and laid her head down on the bed.

"I'm so sorry, Scootaloo..." The mares quivering voice was muffled by the bed sheets and covers. "I know how it feels."

"You have no idea how it feels..." came the reply. Several seconds of silence followed and neither party dared even to breathe. The tension in the room had become thick, with both mares at a loss for words.

"I know how it feels..." repeated the older pegasus, "because I never had parents. Mine left me when I was just a filly. I never even knew them." She choked out the last few words through her tears.

"I don't care about my parents. This isn't about them. It's about that thing in the window," Scootaloo said calmly. To her, the figure was standing just beyond the window, waving at her from the trees with its long, skinny arms. Welcoming her into the hell that has become her daily life.

"Scoots... " Rainbow closed the shutters and resumed pacing about the room. "So tell me about this thing. This Slender Man. Is he friendly?"

"No. He is not friendly. And I'm not a foal anymore; I can tell you don't believe me. Just like everypony else..."

Rainbow opened her mouth to say something, but was silenced by the sound of the front door opening. "I'll be right back."

As soon as the mare left the room, Scootaloo's tears finally came out. She did not miss her parents. She honestly didn’t. The time she spent with her parents was far from pleasant. Between her mother’s temper, her father’s cider addiction, and the general disregard for their daughter’s care, she wanted nothing to do with the foals that called themselves her parents.

The past few days had been straight from Tartarus but the Slender Man was real. It had to be. She couldn't believe something that felt that real could be fake. Maybe Rainbow was right. Maybe everypony was right. The Slender Man was fake. All in her head.

Her thoughts were interrupted by Rainbow Dash and Fluttershy entering the room. She did her best to hide her tears, wiping her face in the sheets while pretending to stretch. After the two mares, a stallion entered the room. The filly did her best to appear as if she did not recognize him but she did. It was Doctor Whooves, Ponyville's resident psychologist.

She had seen him many, many times right after her parents left. He always said that he was there to help and that she could tell him anything. Her father told her that, too. She didn't trust him.

"Scootaloo, you can't lie to us anymore. We need to help you," The Doctor explained.

"I don't need your ‘help’! I need you to believe me!" she cried, her voice changing from sad to angry. Rainbow and Fluttershy knew that she didn't like him very much. Why did they bring him in? Was her torment some kind of joke?

"It's okay, Scootaloo, I do believe you. And I can help you!" Whooves pleaded.

"I don't want your bucking help..." the filly muttered under her breath.

The stallion took a step forward and craned his neck. "What was that?"

"I said I don't need your help! Leave me alone..." The filly crawled under the covers.

Several seconds of silence passed, and the three ponies muttered to each other. From under the blankets, Scootaloo could barely make out a few words at a time. They were obviously talking about how she was very 'disturbed'. She needed 'psychological treatment'. This was why she wanted to keep this a secret.

Soon, she could hear a female voice suggest that they take the conversation outside. She heard hoofsteps leading out of her room and closing the door behind them. After a few sweet moments of silence, the filly heard a different kind of hoof steps entering her room. It sounded like a pony was entering on two hooves but why would they do that unless... oh no.

The filly flung the covers off her bed and looked at the door, only to find an empty, open doorway and the hushed voices of her foster parents and the doctor lofting through the halls. The young mare hopped out of her bed and put her hoof on the door to shut it. As soon as she gripped the handle, she felt a cool chill wrap itself around her spine. She felt the eyes on the back of her head, so close she could turn around and touch them.

Keeping her head held high, Scootaloo closed her bedroom door and locked it. She took a deep breath and turned around to find nothing there but her cold empty room. Scootaloo was by herself, but not alone. The lamp flickered and the little filly threw herself on the bed, pretending she didn't just see what she thought she saw standing in the corner of the room.

Warm beneath her blankets and pillows, Scootaloo kept vigilant long into the night. Her eyes shifted this way and that in order to get a better look into her peripherals. Every so often, something would move out of the corner of her eye and she would crane her neck to get a better look. Minutes turned to hours, and sleep never came.

As the first of the morning light seeped in through the shutters, Scootaloo yawned. Turning on the lamp, she rubbed her eyes and wrapped the blanket tightly around her body. She had beaten the dreams at least and felt better for it. What good is sleep if it's more tiring than being awake?

The feeling of being watched was gone, as was the headache and upset stomach. She felt she had beaten back the creature for now so she justified herself a little sleep. She closed one eye and then the other. She was gone as soon as her head hit the pillow.

"Scootaloo... uhm. Dinner is ready, if you want to eat it..." The voice coming from the door was so soothing and angelic, it almost didn't wake the filly.

Almost.

Scootaloo groaned and tossed in her bed. She rolled up in her blanket and remained silent and still for several seconds.

"I'll just... leave, then," the meek mare called out into the room, shutting the door very quietly behind her. Seconds ticked by like minutes and the young mare's heartbeat increased in pace every tick. She had another nightmare but this one was unlike the rest. Where the others had been abstract darkness and shadow, this one was clear.

It was as if she was living the stories she had read in the book. First, she played the role of Stella being forced to stab her own twin sister. Next, she lived as the factory worker whose family burned up in a fire. The third and final dream followed a story she didn't read in the book. It was her story. From the sleepover, to the dare, to an untimely demise at the hands of the Slender Man.

The filly quivered. "It was only a dream," she half-convinced herself. "I'm coming!" she shouted after Fluttershy.

Scootaloo shook her head and jumped out of bed, opening the shutters over her window. Judging by the position of the sun, she deduced that it was already almost time for dinner. Far too late for her to be waking up for school.

She opened her bedroom door and was once again greeted with an eerie silence in place of the scurrying and tweeting of Fluttershy's animals. She listened intently, ignoring the creaks and groans of the floor beneath her shifting hooves. She heard a commotion in the kitchen so she set off down the hall to investigate.

"I just don't- oh, hey, sleepy head! How are you this morning?" Whooves snapped his attention to the entering filly. The doctor sat at the dinner table and the two mares were preparing food at the kitchen counter. Judging by the smell, they were about to be treated to some of Fluttershy's famous hay and onion stew.

"I'm good. What time is it?" Scootaloo took a slice of bread in her hoof and silently munched on it.

"It's a quarter past four, so I guess it really isn't morning after all!" The stallion’s cheery attitude was lost on the filly as she resumed chewing on her bread.

"Obviously. So, why didn't you wake me up for school?" Scootaloo asked, turning to the kitchen.

Adorned with a chef's hat and a pair of unnecessary oven mitts, Rainbow Dash trotted into the room. "I thought you could use a few days off." The mare lowered her head next to Scootaloo's ear, "and I think that means some extra flight practice for you."

The filly’s face lit up for a few seconds and then returned to its previous somber stare. Great, more flight practice for me to fail.

The next half hour was spent awkwardly chatting with Dr. Whooves. While the mares were in the kitchen, Scootaloo defended her foster parents from the stallion’s incriminating statements. The conversation got heated and the doctor thankfully dropped the subject.

Soon after, Fluttershy and Rainbow Dash brought in a pot full of stew. The steam was still whipping off the top when the mares served up four large helpings of the light brown, chunky liquid. Since the food was obviously too hot to eat right away, the mares exchanged awkward glances.

"So... Scootaloo, I hear you are doing well in school." Rainbow smiled.

The orange filly sighed, "yes. It's fine, you can drop the small talk. What did you bring him here for?" Scootaloo motioned a hoof towards their house guest.

"I am here because you are unhappy, Scootaloo," the doctor suddenly spoke up, "I am here because you need help."

"Okay, then, what do I need help with?"

"If I had to guess, you are... upset with your parents departure. Would you like to get anything off your mind?" The doctor sprinkled some bread crumbs into his stew and stirred it carefully with his spoon. Several seconds passed by, nopony daring to speak. Everypony took a few bites of stew.

"Go buck yourself."

"I take that as a no, then. Excuse me, ladies. I have an appointment. Think about this, Scootaloo. If you have a problem, don't hesitate to tell me. We all just want to see you happy." The doctor rose from his seat and wrapped a coat around his shoulders. "Good day."

"Scootaloo! Where did you learn that word? I never-”

"I learned it from you. Now, if this is done, I'll just be in my room..." Scootaloo got up to leave but was interrupted by a hoof holding her in place.

"No, young mare, you are going to sit right here and tell us what's wrong!" Rainbow Dash's voice cracked and Fluttershy's eyes brimmed with tears. The yellow pegasus quickly gathered all the dishes and retreated back to the kitchen.

The orange filly trembled, her eyes threatening to give way to tears of her own. She choked down a sob, "fine. I do miss my parents. I miss them and I hate them," she lied. Rainbow released her grip on the fillies arm. "I'm sorry, I made it all up. The bloody nose, the headaches, everything."

"There. Was that so hard to admit?"

She never got her answer as her foster daughter got up and left the chair, the young mare's tears finally breaking loose under the pressure. Several seconds of silence followed before Fluttershy re-entered the room.

"Shy, we have a problem with Scootaloo," the mare choked.

Why did you have to do this to me? The young mare thought silently to herself, her tears flowing freely. Her breathing was interrupted every so often with a sob.

She cursed the Slender Man with all her broken might. She thought she had gotten over her parents sudden departure; she thought she had finally established some sort of normalcy in her life.

Still, she wondered why everypony thought she missed her Celestia-damned parents. She certainly didn't miss the late night screaming and the breaking of glass. She didn't miss the bruises on her face and the smell of hard cider on her father's breath. Why would she ever want them back in her life?

Dr. Whooves didn't understand. Neither did Fluttershy or any of her friends from school. The only pony who was capable of understanding was Rainbow Dash and she didn't even care. Nopony cared, not really. All they wanted was for her to be happy but they didn't understand.

There, in the solitude of her own bedroom, Scootaloo broke.

She cried for her lost and painful childhood. She cried for the problems she had brought upon her foster parents. She cried for the way Diamond Tiara looked at her when she knew the insults were all true. She cried for her pain, her sins, and her pitiful excuse for a life.

And once there were no more tears to be shed, she was angry.

She was angry at Rainbow Dash, who pranked her when she knew she was truly afraid. She was angry at Fluttershy, who sat around the house all day and did nothing when she knew Scootaloo was in pain. She was angry at her friends for not believing in her. But most of all, she was angry at the Slender Man.

Why did you have to do this to me? She thought again, pulling her mane with both hooves. What did I do to deserve this?

Completely spent, the little orange filly wrapped herself up in her blanket and turned off the lamp on her night stand. With no more sadness or anger to occupy her heart, she curled up and waited. Unable to feel anything but the fear that was twisting and wrenching itself into her very soul.

It became hard to breathe and the room seemed to pulse around her. The sun cast its final orange light across the land and through the window, casting shadows across her bedroom walls. She could see the shadows of the tree branches blowing in the cold wind. She could see the shadows created by the blades of her shutters. She could see the circular shadow of something foreign.

She could not move, she could not speak. She could do nothing to stay the flow of blood from her nose, or the headache pounding into her skull. With all her might, she craned her neck to the window, praying to Celestia that she wouldn't see what she thought she might.

Fortunately for the filly, she saw nothing but the lines of the shutters and the blowing branches of the trees beyond. The fog from before began rolling like misty blankets out into the forest. She strained her eyes peering into the woods, almost able to make out the figure beyond. She could see nothing, yet everything could see her.

"I'm worried about Scootaloo, Shy." Rainbow tightened the covers around her and her lover.

"I am, too... but I don't know if there's anything else we can do."

"Well, I mean, think about it. Why now? Her parents have been gone for years, you think she would have been more upset when it actually happened! I know I was..."

"Well, Dashie, sometimes it takes time to start hurting. Maybe she was angry at them before and now she misses them." Fluttershy cuddled against the other mare’s soft, blue coat.

Rainbow readjusted to the contact and flipped onto her side to allow more comfortable positioning. "Do you think... no, that's a bad idea."

"Huh?"

"I just thought, what if we found her parents? It could give her a sort of... closure, ya know?" Rainbow sighed heavily, "I used to spend hours at night wishing my parents would just come knocking on the door..."

"Are you sure that's a good idea? I mean... she seemed a lot more angry than sad."

"I was angry, too, until I found their graves." Dash sniffled and Fluttershy held her tight, "and besides, Scoot might seriously need our help. I think we should find them."

"Whatever you think is best, Dashie."

Several seconds of silence passed with no interaction between the two mares. Fluttershy cleared her throat quietly.

"Oh, sorry. I thought I saw something moving outside the window... It was just a tree or something."

"The winds have been picking up lately. Is that your doing?" Fluttershy nuzzled her lover's neck.

"Heh... yeah. It's supposed to snow this weekend, but I heard the weather foreman talking about a problem in the snow flake receptors, or receptacles, or... something. Apparently the clouds are overloaded with snow, and we might not be able to unload them in time."

"So?"

"There's going to be a ton of snow in the next couple weeks. I hope Ponyville can handle it."

"Oh, we'll be fine. We have the world’s best weatherpony here on patrol." Fluttershy playfully poked Rainbow's chest, and kissed her muzzle lightly. "Yay~" she whispered into Rainbow's ear.

"Yup! That's me. Twenty percent faster, stronger, and... all the rest." The pegasus yawned, "I gotta get some sleep. I have some flight practice to coach in the morning!"

"Goodnight, Dashie."

Instead of responding, the technicolor pegasus stretched and took one last look out the window. The pre-winter wind was howling and blowing the Everfree trees this way and that. A shiver ran up her spine and she returned to the bed and snuggled into the blankets.

Man, those trees are really freaky at night, she thought before closing her eyes. She took in the scent of her lovers mane and fell asleep with a wide smile on her face, just like so many nights before.

Chapter 5: Resolution

Chapter 5: Resolution

"Rise and shine, Scoots!" Rainbow opened the door with a jubilant smile, "it's time for you to fly!"

Somewhere among the blankets and pillows, Scootaloo rubbed her eyes and yawned. She didn't feel like getting up but maybe some flight practice could help clear the air between her and her idol.

"Give me five minutes..." the filly groaned.

"Okay, five minutes to get showered and get your flank outside! We’re wasting daylight!"

The filly heard the door close, and sighed. What's got her so cheerful?

After rolling out of bed and combing her mane and coat, the filly trotted into the kitchen. She opened the cupboard and carefully hoofed out a large portion of oats for breakfast. I could really get used to this whole 'no school' business.

After eating her oats and having a pleasant exchange with Fluttershy, she opened the front door and stepped into the sun. Scootaloo smiled as she stretched her wings; the feeling of the cold winter wind between her feathers was so exhilarating. She exhaled a long, lingering, wispy breath.

She felt normal. Or, at least, as normal as she had felt in days. The constant ache was gone, yet something remained lingering in the back of her head. She analyzed the treeline.

Even with the high noon sun, the forest was still rather dim. The lack of Fluttershy's woodland creatures brought an eerie feeling to the entire area. Where there should be bunnies hopping, birds chirping, and squirrels playing, there was only silence. The branches were empty of leaves, of life. It was as if all life had been sucked out of the area and she could feel it.

"Hey there, sleepy head!"

Scootaloo flinched, snapping out of her thoughts as a cyan pegasus descended from the clouds. She landed gracefully and trotted to the filly, an excited bounce in her step.

"I said, ‘hey there, sleepy head’!"

"Why is everypony calling me that?" Scootaloo rolled her eyes.

"Because all you do is sleep! You remind me of myself when I was your age! And... my age. Anyways, lets get started with some pre-flight stretches!" Rainbow smiled and Scootaloo groaned. Pre-flight stretches were time consuming and somewhat strenuous but the filly was eager to learn to fly, so it was a small price to pay.

They finished the cardio exercise and the warm ups, then they finished Fluttershy's lunch. The whole practice session went by with little words spoken between the two. Little more than minor encouragements and strained grunts passed between them.

Finally, the stretches were over and Scootaloo began to speak. "So, why don't you always do these pre-flight exercises?"

"Oh, these are just strengthening routines for foals who can't quite get off the ground. I know them so well because I had to do them every day for three months of flight camp." Rainbow smiled. "I was a late bloomer, too, ya know?"

"You- you were?" Scootaloo exclaimed.

"Yeah, you think I was just born this awesome? It comes with lots of practice. And a great teacher of course."

Scootaloo rolled her eyes and smiled. She enjoyed the break from the constant paranoia and relished the chance to hang out with her hero. Just like old times.

"Don't make me get the Rainbow Dash fan club back together!"

Rainbow and Scootaloo shared a laugh together and Rainbow explained the next session of workouts. The mare insisted that it would be less boring but, honestly, the filly didn't care. She was spending time with her favorite mare. The mare who took her in when she needed it most. The mare who she secretly loved more than anything.

After several more failed attempts at a take off, Scootaloo slumped her shoulders. Rainbow moved in to comfort her and brushed her mane to the side. Scootaloo promptly brushed it back where it was, sighing and rolling her eyes.

"I promise you will fly, Scootaloo. I promise."

Hours passed. Long, arduous hours of practicing. Scootaloo took frequent breaks but she still worked up quite a sweat. The pair rested while Fluttershy tended to their needs for water and snacks. It felt just like a normal day. A blissfully normal day.

Yet, feeling normal and being normal are two completely different things.

"You two did great out there." Fluttershy whispered.

"Ya think?" Rainbow ran a hoof through her mane.

"Absolutely. It reminded me of the summer... I don't know why you two stopped practicing every day."

"Shy... don't pretend you don't know. Her wings... It's hard for her."

"I know, Dashie. I just don't believe it should control her."

"You know, she showed some real promise today. Her wings are a lot stronger than I thought they ever could be. Maybe this will actually work out." Dash sighed, "I hope to Celestia it does."

Several moments of silence passed. Several blissful moments where the two mares could pretend that nothing ever went wrong.

"I talked to the mayor by the way. While I was out getting groceries."

"Oh, yeah? About Scoot's parents?"

"Yes, luckily, I got her to pull up a few records," Fluttershy whispered.

"You got somepony to do something for you?"

"Very funny." Rainbow laughed and Fluttershy just stared into open space. After the pegasus quieted down, she resumed. "The father was a construction worker. He injured himself doing some heavy lifting and was forced to quit his job. Her mother was a nurse at Ponyville general hospital."

"Well, I guess that helps. Do we know anypony who was close to them? Anypony who might know where they went?"

"Dr. Whooves was their counselor during their first... problem. He might know."

"Ah, man. Scoots is going to hate us if we bring him over here again..."

"It's okay. I'll just go talk to him while you two are practicing tomorrow."

"Thanks, Shy. You're the best!" Dash kissed her lover’s snout.

"I'll bet you are at least twenty percent better than I am."

The couple shared a long and passionate kiss, blissfully unaware of the nightmare their filly was undergoing in the room next to them. While the two mares made love, Scootaloo tossed and turned and shook with fright. Her mind was thick with visions of long, slick arms.

And a blank, white face.

"I want to try something." Rainbow Dash bounced into the sky, wings fully extended.

Scootaloo waved her off and nursed a scraped knee that she received during a failed flying attempt. Rainbow thought it would be easier for the filly to try a running take off. She was wrong.

The filly looked into the sky, the sun burning a spot in her eye. She looked back at the ground and blinked rapidly, before hearing a voice from above.

"Here we go." Rainbow Dash descended into the yard with a large fluffy cloud. "I want you to climb up onto the house, and jump off into the cloud."

Scootaloo gulped, "are you sure that's... safe?" She prodded the cloud with a hoof, causing wisps of vapor to swirl out.

"Scoots, we are pegasi. These things are softer than most beds. Have you never jumped into a cloud before?"

The filly shook her head.

"Oh, right. The whole... yeah." An awkward silence passed between the two. "Anyways, let's get started."

Rainbow scooped the filly into her arms and took her up to the the roof of the cottage. It looked a lot higher than it did from the ground and Scootaloo's heart started pounding. Rainbow floated back down to the ground and positioned the cloud, stretching and bending it into an appropriate landing zone. She flew high into the air, did several flips, and landed on the cloud with a poof.

"There! Perfectly safe. Now what did I tell you about take off from altitude?"

"Head up, back straight, hooves tucked, wings flapping," Scootaloo recited, rolling her eyes.

Not hearing a response from the mare, Scootaloo prepared herself for the jump. She looked down at the cloud, then to a smiling Rainbow Dash, then back to the cloud. Her heart was racing and she could already feel sweat forming through her coat. It's now or never.

The daredevil filly leapt from the roof, making sure to keep good on her form. She flapped her tiny wings with all her might, eliciting a humming sound from them. She opened her eyes and saw that she was still in the air!

"Yes!" she yelled, before realizing that she was only slowly gliding back down to the cloud. "Celestia damn it!"

"Hey, watch your language! And that was a great first try. Just keep at it and I'm sure you’ll make it!" Rainbow clapped her hooves together, and gave the filly a hug. Scootaloo smiled at the praise, but inside she was not settled. Not until she could sustain flight would she be truly satisfied.

The mare and filly stayed out for several long hours, trying the cloud jump only a few more times before switching to more strength building exercises. At some point, Fluttershy brought them some water and snacks before departing. When asked, the mare brushed it off as a simple grocery run but Scootaloo could see right through the pegasus. What is she hiding from me?

As the sun arced across the sky, the filly worked to her full potential, stopping only when her body absolutely demanded. Her vigor exceeded that of even Rainbow Dash, though the brash pegasus would never admit it. Fluttershy returned with a small sack full of potatoes, confirming Scootaloo's suspicion that she didn't spend all day just getting groceries.

"Hey, Twilight! What are you doing here?" Rainbow rushed to her lavender friend who had just been trotting down the path to the cottage.

"Not much, just visiting my three favorite Pegasi! How are you, Scootaloo?" Twilight giggled at the rhyme and resumed trotting towards the cottage.

"Just trying to get the hang of flying. Rainbow Dash says I'm doing great, but I won't believe that until I can actually take off." The filly lowered her head.

Twilight looked at Rainbow Dash who responded with a shrug. The filly was downtrodden and nothing but the thrill of success could do anything for her now.

"Hey, Scoots, go do some more exercises. I gotta talk to Twi for a minute." Rainbow pointed to their training area. The filly groaned, wondering why she was going to be kept out of the loop but soon did what she was told.

"Twilight, you know about her wings right?"

"Her wings?" Twilight blinked.

"They didn't... grow in right. To say the least. They are barely half the size they should be at her age." Rainbow sighed and closed her eyes. "There's a lot of reasons for that to happen but I'm sure it has something to do with her parents."

"Muscle atrophy, huh? You know, that can be fixed with the proper healing spells." Twilight smiled and put a hoof on her friends head.

"Oh my gosh! Twi, are you serious?! We've gotta go tell Fluttershy!" The cyan pegasus sped off into the house, followed by a slightly less enthusiastic purple unicorn. Scootaloo watched curiously, and kept an eye on the house. Soon after, Twilight departed, giving Scootaloo a friendly wave and smile.

Dinner time came and the determined filly was adamant to keep practicing. Rainbow finally convinced the filly to come inside for the night, only after she mentioned the fact that food was the key to successful flight. Knowing how much her mentor eats, Scootaloo accepted that fact.

"How was practice, girls?" Fluttershy started to set the table.

"It was great! Wasn't it, Scoots?" Rainbow patted the filly on the head.

The filly suddenly took an interest in the legs of the table. "It was... better. I still can't fly."

"Just keep in mind, you may not be there today but you are closer than you were yesterday." The yellow mare trotted into the kitchen.

Rainbow laughed, "where did you learn that?"

"Oh, um... It's just something that Iron Will always said."

Scootaloo and Rainbow stared at each other briefly before cracking up. They giggled quietly, although they were fairly certain that Fluttershy could hear them in the other room.

After the laughing fit, the orange filly sighed and leaned back. That day had been so normal. So happy. It was just like last summer, when she trained for flight every single day of the week. No headaches, no nose bleeds, and no incessant paranoia. Scootaloo wondered if the Slender Man had given up.

"It's just the calm before the storm."

"Huh?" Scootaloo snapped out of her thoughts.

"Oh, I was just explaining to Fluttershy why today was such a nice day. There's always great weather, right before everything goes bad." Rainbow laughed nervously.

"Yeah... I know that."

The doorbell rang, startling the filly and everypony else in the room. "I'll get it!" called Fluttershy, whom trotted through the house and pulled the door open. Much to Scootaloo's dismay, it was Dr. Whooves. He showed up without anyone informing the filly... again. She rolled her eyes and sat down at the dinner table.

"Scootaloo, is it alright if we have a little chat over dinner?" The doctor peeked his head in the doorway.

Well, at least he’s being polite about it. "Sure."

The doctor bowed his head slightly at Fluttershy, took off his coat and hung it on the hook by the door. He shook lightly, making sure to mention how cold it was outside as if everypony didn't already know, and took a seat next to Scootaloo at the table.

Rainbow eyed the filly carefully, trying to catch any sudden change in the young mare's behavior. After several seconds, the pegasus sat down on the other side of Scootaloo, and waited patiently for their dinner. Silence fell over the table with only the clanging of utensils echoing out of the kitchen. Scootaloo looked at Rainbow, then at Whooves, then back at the spot on the ground she had taken such an interest in.

"So," Whooves was the first to break the silence, "how have the past few days been for everypony?"

"They have been great! Scootaloo has made a ton of progress on her flying, hasn't she?" (She’s asking Scoots here, but Rainbow says “she” as though talking to someone else) Rainbow looked down at the filly who smiled and nodded.

"Excellent news! I must say, I am quite proud of you, young mare."

Scootaloo rolled her eyes and said nothing. The faster I can get rid of him, the better. she thought, as Fluttershy entered the room with a few plates of hay cakes and rye. Scootaloo was excited by the smell, Fluttershy's hay cakes were her favorite.

The filly dug into her meal as soon as it was set in front of her, eliciting a laugh from the stallion. "Scootaloo! Manners!" Rainbow Dash reprimanded.

Scootaloo stopped in mid bite, set the cake down, and then took a napkin in her hoof and set it delicately in her lap. She then resumed eating quickly and vigorously. Rainbow opened her mouth to say something, but stopped when the doctor held up his hoof.

"This is not a formal dinner, I request that you all feel comfortable around me. Now, Scootaloo," he turned his head to her, "tell me how you have been feeling the past few days?"

Reluctantly, Scootaloo began to recount the events of the last few days, leaving out the sightings and horrific nightmares. As she spoke, the doctor nodded his head several times and even shared a laugh with the filly. Fluttershy and Rainbow were content to listen quietly, happy that the meeting was going well.

Just as the filly expected, Whooves brought up the seemingly popular subject of her parents. She decided ultimately to indulge most of his questions, answering them mostly in lies and half truths. After all, it's not like she will ever see them again. It's not like she wanted to, either.

"I'm going to step outside for some fresh air. Can I be excused?" Scootaloo stood and stretched.

"I don't know, can you?" The yellow pegasus all but whispered.

The filly groaned, "May I be excused?"

"Of course." The mare giggled.

Silence fell over the room as Scootaloo picked up her dishes and trotted into the kitchen. Several loud clangs and crashes were heard, followed by nervous laughter. Rainbow brought her hoof to her face and sighed, eliciting a soft giggle from the yellow pegasus.

Seconds later, the filly trotted out of the kitchen, her head held high. She gave them a glance and hurried out the front door, slamming it just a little too hard behind her. The awkward silence managed to ensue for several more moments until Rainbow Dash spoke up.

"Well, thanks for coming over, doc. It seems she’s finally starting to warm up to you." She forced a laugh.

The doctor smiled and leaned back. "Oh, she is such a bright, young filly. I believe that, in time, we will all be able to put past problems aside." He rose his glass and drank down the rest of the water inside.

"So, Doctor. Do you think she is ready?" Fluttershy brought her face out from behind her mane.

"Based on what she has told me tonight, maybe. I heard back from her parents last night, actually." Whooves stood up, and began to pace about the room. "I've been keeping contact with them for some time now actually. Waiting for the right moment when Scootaloo could accept them back into her life."

Whooves draped his coat over his shoulders. "You see, they were bad parents and they knew it. Hopefully, they have been gone long enough to realize what they did wrong and are ready to make their reparations." The doctor tightened his coat around his midsection.

"Are you leaving now, Doctor?" Fluttershy rose from her seat.

"Yes, unfortunately I have quite an amount of paperwork to attend to at home. I will be by tomorrow afternoon with Scootaloo's parents." The stallion opened the door and stepped out with Rainbow Dash. Waving at the small filly on the porch, he clopped down onto the path below. Rainbow closed the door and the pair watched the stallion disappear into the distance.

The night air was chilly but Scootaloo endured it in silence. The breath of both mares exited in long, wispy trails before the winter breeze blew it away. The sun had long since set, plunging the land into darkness illuminated dimly by the moon and stars. A perfect night, if not for the cold.

"Thanks for putting up with him. You know he only wants you to be happy." Rainbow sat down next to the filly.

"Why, though? Why should he even care...?" The filly hung her head. "He doesn't even know me."

"He just cares about you, Scootaloo."

"Do you care about me, Rainbow Dash?"

The mares let the whistling wind do the talking for them as they stared into the dark abyss of the forest. Both mare's eyes teared up in secret, and neither one of them so much as shivered, despite the frigid atmosphere.

“Yes, I do.”

Scootaloo smiled and looked out into the forest. For the first time in a while, everything seemed to be looking up. And then she saw the ebony black figure, with the pale, white face.

"-and that's how we colonized western Equestria! Any questions?" Cheerilee eagerly awaited raised hooves. When none came, she sighed. "Class dismissed. Make sure you remember your book report on Monday!"

Among the mass of fillies and colts exiting the school house were Applebloom and Sweetie Belle, hoping that they would see their friend and fellow crusader out on the playground. Her hope was unfounded, Sweetie hung her head.

"Lets just go to the clubhouse without her... again." The unicorn sighed.

The trip to the clubhouse was a long and somber one. Each time the fillies spoke, it was only because they wished to avoid the subject of Scootaloo's odd behavior. The only time they had heard anything about their friend was two days ago; when Rainbow Dash dropped in to talk to Cheerilee. The two fillies watched from the window as Rainbow broke down crying to the teacher. Things were bad and they knew it.

As the cold wind started whipping through the trees, the two crusaders finally made it into the clubhouse. Sweetie Belle brushed aside some arts and crafts supplies from their latest cutie mark project and sat down in a slump. Applebloom remained standing, pacing about the room.

For several hours, the young mares talked about cutie marks. They even had a few books they had lent from the library that they took turns reading. Every time the turns cycled between the two, they fell silent, again realizing that their third member wasn't present. Finally, Sweetie Belle brought the topic into the light.

"She has missed this whole week of school, I think we should go ask."

"Ah dunno, Sweetie... Ah feel it'd be best for us ta stay outta this one..." Applebloom scratched her head with a forehoof.

The white unicorn groaned and poked her hoof into her friends chest. "If I was in danger, would you stay out of it? If any of our friends were in danger? We are the Cutie Mark Crusaders, not the Cutie Mark Lousy Friends!”

"Sweetie, this is different... Ah don't think Scoot needs our help. She's just... sick." The farm filly backed down under her friend’s accusing glare. "An’ besides, Ah should probably get back to the house, soon."

Sweetie Belle sighed and started trotting off. "Fine. Go back, I'll check on her myself."

After leaving the clubhouse, the two fillies continued down the path in silence, each lost in their own thoughts. When the time came for them to split, they did so without regard to one another. The white unicorn looked back over her shoulder at her friend and wondered briefly if she was doing the right thing. This was not exactly her business but it was her friend, and she couldn't let her down.

Sweetie Belle shivered and made a mental note to ask Rarity for her winter clothes. The first snow was due tomorrow and it was certainly cold enough to welcome it. The wind blew lazily and picked up briefly before subsiding to a slight breeze. The weather ebbed and flowed like the tides of the ocean, each gust bringing with it a flurry of dead leaves and a shiver down the filly's spine.

It was not light outside, nor was it dark. It seemed the sun was in perpetual stasis. Covered in clouds, it was impossible to determine exactly how far it was from setting. The light, combined with the fluffy haze of the storm to come, cast a surreal grey and pink light across the sky. It was unlike anything the filly had seen before.

As she walked the path, she began to feel slightly uneasy. What started as a slight notion, became an innate desire to turn around. As if her mind and body were begging her to look behind her, to run. Indulging her fears, she craned her neck and looked, eyes wide.

Nothing.

Nothing but the spindly branches of the orchard trees.

It was not until now that Sweetie Belle understood her friend's plight. After all, she was partially at fault for this whole mess.The dare was a stupid idea but there's no way the crusaders could have known what was stalking the woods that night.

The wind blew in another surprising gust that caught the filly off guard. Shivers ran down her spine and she began to feel eyes crawling across her body from every direction. She needed to run. She knew nothing was behind her, yet she needed to escape from it. Escape from the nothing before she was consumed by it.

She closed her eyes and galloped as hard and as long as she could, taking brief breaks every so often to catch her breath and reanalyze the situation. The eyes were still on her and her paranoia was reaching an all time-high. Thank Celestia the edge of Sweet Apple Acres was fast approaching.

Now out of the wooded area, Sweetie was finally able to calm down. Without the trees to obfuscate her vision, it was easy to forget the shadows that plagued her. Gone was the dread in her heart, allowing her to think clearly once again. If that is what she had put her friend through that night, she was deeply sorry.

Picking up her pace again she galloped down the path, leaving the horrors of the trees far behind her.

As she approached Fluttershy's cottage, the young mare could hear raised voices. Unable to make anything out through the wind, she perked her ears and continued on the path. She could hear a raspy, pained voice that she knew could only belong to Scootaloo.

Sweetie reached the door and raised her hoof to knock but would that really be wise? Perhaps Applebloom was right; this was not her business and she was not needed here. If she knocked, she may be seen as the annoyance her older sister believed she was.

Sweetie Belle turned around and started the long trot back to Carousel Boutique. Although obviously in trouble, Scootaloo was safe inside her home and was not in any danger that could be solved by the younger, white filly.

All that changed when the door flew open with a splintering crack. She turned around just in time to see an orange filly disappear into the Everfree forest, followed by two pegasi and three other ponies she did not recognize.

Fearing both for her friend's safety and her own guilty conscience, Sweetie Belle galloped after them.

Once past the tree line, the filly stopped and listened. Silence. Then, a flurry of hooves.

"Hello?" the young mare tentatively called out.

Suddenly, she heard voices and the rustling of leaves underhoof. She strained her eyes around the darkness, peering out into the open abyss in front of her.

"Sweetie Belle!" The voice came from behind her, causing her to jump.

"What are you doing in here? We need to get you out, now!" the voice, which could be then identified as Fluttershy , called out.

"But-"

Without another word, the mare picked her up and set her firmly on her back. As they galloped through the trees, Sweetie didn't bother to ask questions. She was too preoccupied with the object that seemed to be following them.

In between the trees, she swore she could see the ebony black figure. Extraordinarily tall, arms writhing and serpentine, with a face as blank and pale as the moon.

How could they do that to me?

Unbelievable. The only word coursing through the mind of the orange filly who was now galloping through the forest. The very manifestation of her recent fears. All because those mares who called themselves her caretakers decided to bring her worst nightmare to life. All her bonding time with her hero and idol, the great Rainbow Dash, ruined.

How could they do that to me?

Undoubtedly, her parents will want to take her back and then what? She will be forced back with them. Forced to endure the physical and mental abuse of the hell that had become her daily home life. They had run away and now they had been brought back. This time, it was her who would run.

"How could you do this to me?!" the young filly shouted, tears dripping from her eyes.

She heard a response, but she didn't care enough to pay attention to the words. She could barely make out the roots and broken branches on the ground and the tears weren't helping. Her hooves beat against the ground like a drum, breaking twigs and rustling leaves loudly and haphazardly.

As she cried, she ran. As she ran, she thought. She thought about the source of all her woe and misery. She wished with all her might that she never found that cursed book. She was perfectly happy the way she was, and her friends and that dare ruined everything for her.

The filly slowed her pace as the world started spinning around her. She was nauseous and dizzy, and it was all topped off with a dull headache. She felt the abyss gaze upon her, its demonic eyes drilling inside.

It knew what it wanted and it was coming for it.

“Stop following me! I hate you!” the filly screamed as she took off galloping through the dark woods, kicking up dirt and dead leaves in her wake. “You can’t take me!”

She felt ringing in her ears, a high pitched whine unlike any other. She yelled out in pain and tripped on a root that was protruding from the ground. A sharp pain rang out from her front left hoof as she tumbled through the underbrush. Once she came to a stop and sat up and observed her surroundings.

Her eyes darted this way and that, trying to locate her unknown assailant. She turned her attention to her hoof and whimpered in pain. It was probably broken or, at least, sprained.

The whine had stopped, as had the wind and rustling of ponies following her through the trees. She closed her eyes and fell to the ground, nestled between a log and a pile of dead branches. Her ears twisted this way and that, trying to pick up a shred of proof that she wasn’t alone. Or, rather, a shred of proof that she was alone.

Rather than relying on her ears, Scootaloo popped her head out from her nook. Looking just past the branch, she could see the fog was thickening. She could hardly see anything beyond the thick veil of smoky vapor.

As she stared into the fog, the filly felt a sense of dread wash over her. She could feel something behind her. Its gaze pierced her like frozen daggers, igniting a carnal fear inside of her that she could not ignore. Adrenaline coursed through her veins and time slowed a certain degree. The pit of her stomach tightened and churned uncomfortably. Every hair on her body was standing straight up, reaching out to the unknown beyond her peripherals.

She twisted around, praying to Celestia to protect her and fearing the worst.

And the worst answered.

As if playing with cosmic puppet strings, each movement of the Slender Man’s long, pulsating arms sent tendrils of fear into the filly. She was stunned, unable to move more than a simple blink of her eye.

It was so close now. Closer than it had ever been. She could make out the ragged stitching of its suit. From neck to heel, the slick, black fabric flowed like a waterfall ever into the ground below it. A blood-red tie hung in the center of the jacket, tucked in and pressed properly as if it had just been tailored.

Although the creature had two long, black arms, it was impossible for the filly to count the number of oily, black appendages that seemed to float out of its back. They seemed to be made of some sort of liquid but were capable of suspending its weight, as the creature stood on them like they were the legs of a spider.

Scootaloo’s vision became blurry as she inspected the head of the creature up close and personal. An amalgamation of flesh and tissue, colder and paler than the surface of Luna’s moon.

The whine in her head returned, as if it was being broadcasted directly into her head and not sensed by her ears. She felt nauseous and disoriented, as if she had been rapidly spun around. She blinked as the creature started moving toward her, fear gluing her in position.

She was unable to scream, move, or even whimper. She could only stare into the face of the abyss as it stared back at her. Stared into her with a thousand invisible eyes from all directions, as if she was nothing but a glass box full of emotions.

As the creature spindled and twisted closer to her, she began to think of the stories from the journal. Of the horrific fates and misunderstood tales of tragedy and despair. She could not endure that pain. Could not abandon herself or her friends in this dire time of need.

Taking one last glance at the approaching figure she sprung to her hooves, nearly crying out in pain from her injury. Running was out of the question and she had no idea how to fight something like that.

The shrill whine in her head was joined by a low pitched hum that grew in intensity at each advancing step the being took. It was controlling her emotions, forcing her to bend to its will. She was helpless, hopeless and all but broken as the Slender Man reached out to her.

“No!” she screamed, unwilling to accept defeat.

In one final act of defiance, the filly spread her wings wide. She closed her eyes and flapped as hard as she possibly could, keeping care to remember the proper posture for a speedy take off. With one last push of her three unbroken hooves the filly rose into the air, bidding her wings to keep pace in this time of need. She waited to touch back down to the ground, as every other take off attempt had ended.

After several seconds, she opened her eyes.

She was flying.

Not only flying but also gaining altitude. As she beat her wings, she noticed a magic taking hold of her. Pushing her into the air like two magnets of equal polarity pushing against one another. Unlike that of a unicorn, the force did not feel as though it was altering nature.

Instead, it felt as if it came from nature itself, aiding the filly in her escape. This is what flying felt like, a sensation that the flightless pegasus had ever only dreamed of.

Keeping her head up and hooves tucked, the filly flapped and pushed and struggled to keep flight for as long as she could. She smiled as the wind beneath her wings gave off a cool gust with every stroke.

The filly let out a cry as she felt something wrap around her leg and wrench her to the side. She screamed as she felt an object being forced into her skin. The beating of her wings subsided, but she did not fall.

White flesh dominated her vision and twisted into some kind of smile as her eyelids fell, unable to endure the pain in her chest.

As the filly lost consciousness, a wave of calm washed over her.

It’s all over now.

“Scootaloo!” Rainbow called out into the trees. She could hear the filly running ahead but the rolling fog had a way of twisting her around and confusing her sense of direction.

The mare didn’t even voice an opinion when Fluttershy and Scootaloo’s parents turned back. She could have used their help and was fairly certain she had lost the trail of the filly. The mare let out an exasperated groan.

She jumped into the air and flapped her wings to get airborne. “Scootaloo! Please come back!” she called, then listened.

"How could you do this to me?!" a voice rang out from the ground below.

Knowing how dangerous flying in the fog is, the mare quickly descended and began galloping through the sticks and leaves. She followed the direction of the voice without stopping, clinging to a quickly deteriorating shred of hope that the young filly was just ahead of her.

I’m so sorry, Scootaloo... so sorry.

Out of breath and run ragged, Rainbow Dash slowed to a halt at a small flowing creek. She dipped her head and mane into the water and shook it out briskly. She twisted her ears left and right, itching to hear a sound in the forest.

A snapping twig, and rustle of leaves.

“Scootaloo!” the mare called again, as she darted into the fog, narrowly dodging a low hanging branch.

Rainbow barely recovered from the first dodge and almost slipped into another trickling creek. She panted and sighed before jumping over the small ravine and flapping twice. She landed with a thud and immediately began weaving her way through the thick branches before her.

“Stop following me! I hate you! You can’t take me!” the voice came again, each word dripping with malice that wrenched Rainbow’s heart in two. She... she hates me.

Her resolve shaken yet not shattered, the mare pressed on. Hate or no hate, that filly needed to be saved one way or another. The element of loyalty could clearly recognize that.

The pegasus cried out as a particularly long and sharp branch brushed a little too close to her coat. She felt drops leaking from the wound and her head spun with nausea. The branches of the trees seemed to be pulsing to life around her. It was so dark, so confined.

The exact opposite of the unending and unyielding sky that she was used to.

The mare grunted in pain as she shook herself free of the branches. She jumped and bucked and felt them pierce her skin like tissue paper. The wounds stung but not so much as to diminish her driving determination.

I have to keep going. I have to save her!

Once out of the branches, the mare used both hooves to rub her eyes. Pain shot through her sockets as she rubbed the dirt and other particles across her retinas. She blinked over and over as her eyes watered and teared.

Rainbow Dash collapsed in a nearby clearing, unable to continue any further for the moment. She nursed and licked her many flesh wounds, taking solace in the fact that none of them were particularly deep or painful. One stab in her left side still had a stick inside it, broken off in her skin. She cried out as she gripped the stick in her mouth and jerked.

“No!” the voice called out again in urgency.

The injured mare perked her ears, listening for another clue, a direction to follow. Anything that would bring her closer to her beloved lost filly. She rose to her hooves, ignoring the pain and soreness from overexertion.

As if on cue, a scream rang out through the forest. A scream of pain.

“Scootaloo!” The mare darted to the source of the voice, using her wings to help lighten the load on her overworked hooves.

Several minutes of straight galloping flew by like seconds. The fog was getting thicker and it was getting harder to stay on course. Every time her hooves felt like they were going to give out, Rainbow thought about summer afternoons. The look on Scootaloo’s face when her idol gave her even an inkling of praise.

After brushing through another patch of low hanging branches, the mare came to a clearing. She limped into the center and waited, craning her neck and perking her ears. When no sound came, she hung her head and wept. She was spent.

Then, she heard a cough from above.

“Scootaloo?” she called up to the filly who was hanging from a branch. “Scootaloo!” Rainbow took off flapping up to the branch. I found her! Everything is going to be okay!

“Oh my gosh, oh my gosh, I thought-” Rainbow’s smile quickly turned to a grimace as she realized that the filly wasn’t hanging from the branch but was impaled through the chest by a large branch.

“Rainbow...” Scootaloo croaked, blood seeping out of her mouth. “I flew. I did it. Just like you promised.”

“Scootaloo, I-”

The filly coughed up more blood, interrupting the mare “I’m not scared anymore. It’s okay.”

“We need to get you out of here, it’s not okay!” Rainbow turned her head and cried out for help, her hoarse voice scratching through the forest. She listened. Nopony was coming.

“Scootaloo, I need you to breathe. It’s going to be okay, just breathe.”

“Rainbow,” the orange filly whispered as she went limp, “I'm sorry...”

The pegasus hovered in silence, unable to pay attention to anything but the final words of the filly. Her filly. Her Scootaloo. The young mare who had captivated the heart of the Element of Loyalty. And now she was gone.

I never told her I loved her.

Rainbow’s wings stopped flapping.

She fell from the tree and landed with a hard thud, knocking the air out of her lungs and tightening her diaphragm. She couldn’t breathe and she didn’t want to. Tears leaked out in steady streams from her dark, emotionless eyes. She heard movement entering the clearing but she didn't even lift her head to look. At least a hungry pack of timber wolves could lessen her suffering.

"Dashie?" the pegasus heard a voice so soft and beautiful.

It was the last thing she heard before several hooves scooped her up. Her vision became clouded, her breathing shallow. The gentile rocking of the pony's gait below her brought her into sweet unconsciousness, unable to cope with the reality that had just been laid out in front of her.

You will fly one day, Scootaloo.

I promise.

Epilogue: Continuum

Epilogue: Continuum

"What are you going to do now?"

The words tore through her heart like it was made of tissue paper. It was all her fault. Scootaloo was gone and she was the only one to blame. If only she had listened, if only she had tried harder to understand.

"What are we going to do?" Fluttershy again prodded Rainbow.

It was a beautiful, new, winter day. The sun was shining bright and the wind was sending wisps of fresh snow curling through the air. The young colts and fillies were rejoicing in the sudden, massive snowfall in the park, not far from the cottage. Rainbow Dash and Fluttershy sat silently, curled up in their own thoughts.

"It was all my fault, Fluttershy. She did that because of me," the blue pegasus droned.

"There's no way we could have known..." came the sobbing response.

I should have known. It was my job to know.

Hooves draped themselves across Rainbow's shoulders, pulling her into an embrace. She shrugged them off at first but opened up gradually. Fluttershy wasn't going to let go; there was no point in fighting it. The warmth from the hug calmed the pegasus' nerves and helped her to stop shaking.

"She flew up to the branch herself. Nopony else was around and..."

The embrace loosened. Rainbow heard the sobbing echo once again through the house. Rainbow let her lover’s hooves fall from her shoulder and turned to face the mare behind her.

"I couldn't stop her."

In the great land of Equestria, there stood a town called Ponyville. Much unlike most Equestrian cities, it was a quaint, charming place full of love and life. On any given day, the air would be filled with laughter and the scent of baked goods and clean air. The streets would be filled with playful foals and their watchful parents. The sun would dance happily among the tops of the branches of both the Everfree Forest and the Whitetail Woods.

On most days, it was common to spot neighbors engaging in friendly conversation, exchanging stories of their families. Of their happiness. Walking through the town square would yield sights of goods from all over Equestria, being sold at small stalls by ponies who made the trip with a smile on their faces.

Today was different.

Today, the town was in mourning of a filly who had supposedly taken her own life. The shops were closed; the streets empty. Instead of the laughter and chatter that normally graced the air, there was only the sound of snowfall. The sound of silence and cold. The barely audible wind, whipping and whirling through the empty streets. The silence of death itself.

They say it takes a village to raise a child. If this is true, then one could say this village failed. Such failure was reflected in the eyes of all who knew the victim and even those that didn't. Confusion runs rampant during these times, unanswerable questions spouting endlessly and silently in the minds of those who ask. Why did she leave us? Who drove her to make such a decision?

Days had passed since the discovery of the orange filly's body in the forest. The ripple that had been caused by her death echoed throughout the village and beyond. Even the great Princesses, Celestia and Luna, had passed through to offer their sincere condolences. Unnatural death in Equestria is not taken lightly.

"There's something they aren't telling us," a small, white unicorn spoke up. For the first time since the tragedy, the Cutie Mark Crusaders met. Unwilling to use the clubhouse anymore, the fillies had moved everything into the barn. Applejack was right. It felt a lot safer.

"What's more ta tell? Mah parents disappeared in the Everfree before I even knew ‘em. It's a dangerous place..."

The unicorn sighed. "We aren't foals anymore, Applebloom. We have a right to know!"

"Ah've heard enough about it. The sun's startin’ ta go down, I reckon you head back now like Rarity said."

"Fine, fine... But I'm not going to let this go until I know exactly what happened to Scootaloo."

While it was true that Ponyville's Sweet Apple Acres supplied half the world with delicious apples at a fair price, it was not all the town was known for. Far from the hustle and bustle of the town square, in the very northern tip of the town's borders, a massive home stood lonely and all but forgotten against the backdrop of the Whitetail Woods. The Rich Manor.

It was here that Filthy Rich constructed and ran his trade empire. From the whipping sand and whispering wind of the great desert city of Mjimkuu, to the Otter kingdoms and beyond, you could bet that you would find a Rich company trader somewhere along the way.

While the town of Ponyville mourned, business carried on as usual in the Rich family home. As the head stallion of the house sat at the table and spoke with his affiliates, a door opened and closed silently and small hooves echoed up the stairs behind him. Such is the norm in the Rich family household.

Diamond Tiara walked straight to her room and deposited her saddlebags in a neat pile on the floor, making sure to close the door behind her. She used her hoof to straighten a picture of her fractured family, her late mother's smile always brought her a sense of temporary comfort. Followed by a feeling of loneliness that wasn't so temporary.

The young mare jumped into bed, the sheets cold beneath her fur. A pale, white light seeped in through the drapes, bathing the room in flat iridescence. School was equally as monotonous and grey that day. It had been, ever since Scootaloo's death.

Scootaloo. The name on her tongue tasted sour. The little orphan filly whose parents had left her under a bridge where she undoubtedly belonged. Every day the mare went to school, she was plagued by the orange filly's happiness. How was it that such a low-life had the best friends, the best grades, the best smile. Now she was ruining her day even from the great beyond. Diamond loathed her, even in death.

"Serves you right, you filth," she whispered.

The filly jumped down from her bed and sorted through her saddlebags, as she does every Wednesday night. Wednesday is homework night.

She pulled the bag up to her desk with her mouth, grimacing at the taste. This saddlebag was more than a week old already, time to get a new one.

“Let’s see... math, reading, Equestrian studies. They’re all here. What’s still in the bag?” Casting her gaze down to the floor, she could see that her bag still held something.

She nosed through it and clamped her teeth down on a soft, leathery texture. It tasted awful. She wrinkled her nose and sneezed. It was also dusty. She hated dust.

Picking up the bag by the bottom, she turned the whole thing upside down and out tumbled an old book. The book hit the ground and the binding broke, scattering pages all over the ground. The cover was worn and the pages within were discolored from age.

“What the-”

As the mare looked at the pages, a strange feeling came upon her. It was like the air itself had become dark and heavy. She had difficulty breathing the tainted air and let out a cough. A shadow passed by her window.

Or had it?

No, definitely not. Her mind was just playing tricks on her. She picked up the pages one by one in her mouth, being careful not to ruin them. Something about this book seemed special to her, and she thought it would make a good addition to her priceless library.

Once the pages had been collected, the young mare took the cover and bindings and set them on her desk. She looked at the strange symbol on the front cover, analyzing it. A circle with two lines through it. Odd.

Even more odd was the fact that she suddenly felt sick to her stomach. Maybe it was the taste of the pages. They left a metallic taste on her tongue.

The room suddenly got darker, as if somepony drew the curtains. Then it was light again. Something was moving past the window. Her stomach clenched and the hair on the back of her neck stood on end. There are no trees outside her bedroom window.

Slowly, Diamond scooted closer to the window. Every step she took towards the window was accented with a tentative breath. Her heart sped up and sweat begun sticking her coat to her skin. Each hoof forward meant the darkness swelled, the fog in her mind growing.

She gripped the curtain and pulled.

“Diamond Tiara!” a voice yelled from the door, “how many times have I told you to shut doors after you open them!” She heard the door slam.

“I’m sorry! I didn’t think I left it open...”

“Well, you did. I am going to leave now; I came to say goodbye.” Filthy’s voice turned from disdain to sadness. “I won’t be seeing you for nearly three weeks.”

“Daddy, why do you have to go?” The filly ran to her father and hugged him tightly.

“Because I’m a fool and I work too much. I promise we will spend some time together when I get back. Just the two of us!”

“You promise?”

The stallion nodded. “I love you, Diamond Tiara. Keep the house clean and make sure to ask Mister Barber if you need anything.”

“Oh, come on, you asked Barby to stay here with me? You know what happened last time...”

“Ah yes, but this time I promise he won’t interfere with you and your friends. You are a big filly now, almost mature enough to look after yourself. I’m so, so proud of you. But, still, three weeks is a long time. I don’t know what I would do if something happened...” the stallion choked, a sour taste in his mouth.

“I’ll be fine, daddy. I love you, too.” the young mare hugged him tightly. The embrace seemed to last forever but ended much sooner than she would have liked. He tipped his hat and kissed her forehead before leaving the room, closing the door slowly behind him.

Diamond Tiara sat back down at her desk, picked up all the pages in her hooves and shut them in the cover of the book. She placed the cover and bindings on her shelf and looked at the design on the front.

At least I’ll have something to do while he’s gone...

“Dear Princess Celestia,” Twilight scribbled furiously. No doubt her mentor would wish to learn of the coming events in Ponyville.

Ever since the filly’s untimely and unnatural death, Twilight had done her best to help the town recover, sending letters almost twice daily to ask for guidance. Being an Element of Harmony also meant that she had to be strong for when others needed her advice, so she naturally turned to the wisdom of her loving mentor.

“Dear Princess Celestia...” Twilight groaned. Nearly a week had passed since the discovery of the body and the librarian had written everything her mind can think of.

The first few letters had been frantic but informative. Long, tear stained letters requesting her guidance in a time of absolute need. In the five days that passed, the letters were all she could do to bypass the sorrow and regret. If only she had stepped in to help the filly. If only she had known.

Now, of course it was too late to help anyone. Five long days and nopony had come to the library to check out a book. Deeming a third reorganization of the library unnecessary, Twilight settled on writing the princess a letter. But what to write about?

“Spike! Can you help me with this letter to the princess?” There was a knock at the door. “Ugh... Now? Of all times?”

The mare hopped up from her desk and put on her best fake smile. She opened the door to an unfamiliar, cloaked figure.

“Hello? Sorry, who are you?”

“Greetings, dear, do you not see? Standing on your porch is me!” Zecora lifted her hood and smiled. “I come in this moment's reprieve, to ask you, why does this town grieve?”

Recognizing her at last the librarian stepped to the side, “Oh Zecora, please come in. There’s been... an accident.”

“An accident it certainly was not. Past tales, present and future naught.” the zebra stood, still looking directly into the lavender mare’s eyes.

“Excuse me?” Twilight squinted.

“I’m afraid I must not stay long. But I must correct you all, for you are wrong.”

Her mouth slacked, Twilight stared in disbelief. “I don’t know how you deal with suicide where you come from, but you should be a little more sensitive around here!”

“I know you deal with the magic arts, purple pony. But my gift of sight is not a phony.” Zecora stood up and paced about the room. “Some things in this world are not meant to be understood, some things you lock up because you should.”

The mare took a deep breath before continuing, “several moons have passed since I lost an object. When I learned of young Scootaloo’s fate, I’m afraid she is my suspect.”

“You think she stole from you?” Twilight’s mouth formed a snarl.

“Understand, you do not, of the power and darkness she has wrought. Tell the one who has the book, to shut it forever and not to look. Secrets from another world, should never ever be unfurled.”

The mysterious mare bowed her head slightly and then turned around. The unicorn sighed and shut her door with a slam. She watched the zebra until she fell out of sight. How cryptic that one is, and the rhymes don’t help.

“Is everything okay, Twi? Who was that?” Spike’s voice drifted down the stairs.

“Oh, it was just Zecora. She needed to tell me something...”

“Do you still need help with that letter?”

“No, I know exactly what I’m going to write about.”

Final Authors Notes, Thank You's and more!

The Operator

Final authors notes, thank you's and plans for the future!

My Inspiration: Fear

Boy has it been a ride writing this story. As I'm sure you can tell, this was my first experience writing in the horror genre. I love the feeling I get when I'm writing something scary, and I love the feedback I get when people actually feel what I want them to feel. I'm not very good yet, not compared to the greats, but I really felt inspired to write this story.

My first encounter (if you can even call it that) with the Slender Man was four or five months ago. I woke up in the middle of the night, unable to move or talk. I felt horrible, like something was coming to kill me. Everything was dark and fluid, and there was a long black figure standing in the corner of my room. I felt sick, and deeply disturbed. Even writing this down right now is giving me the chills because I have to think about it. I really tried to incorporate these feelings into my story, because I felt they are very powerful. I don't know what I saw that night, but to this day, I believe Slender Man is the best medium of modern horror because of the way he messes with your mind... him being real or not doesn't even matter.

I had heard about Slender Man a very long time ago on 4chan's /b/ board, and decided to read up on the legends. Everything you see in my story is information directly from poems, short stories, encounter logs, and pictures that I have found on the internet. None of the Marble Hornets crap or the Slender game that made Slender Man so popular. I have done my best to show Slender Man as what I believe he truly is: A Phantom of the Mind.

My goal for this story was to do Slender Man justice. I see too many pictures and stories that just aren't scary. Whether or not I accomplished this goal, you be the judge.

Fear has power. True fear is hard to induce, but once you are afraid, I believe your mind has the ability to create whatever it wants with the resources available. You may see or hear things that aren't there. You may feel sick, or nauseated. This is your brain telling you to get out of there. The power isn't in the phantom, but in your own mind. So, the question is, is he real or not?

We all believe what we want to, but the fear is truly there. You just have to reach out and feel it.

(The lyrics of this song inspired the ending of the story. It just felt right to put it here.)

Thank you's:

First off, I would like to thank my server player, and Number One Assistant, Pinkie Beam! This story wouldn't be what it is wit)(out your creative input, advvice, and the correction of my incessant errors and pro8lems with the comma. If you like clop, go check out Fluttershy's Little Dashie: Assertion is Rewarding, or My Little Snout: Physics is Painful.

I would like to shout out to NotTheOP for pre-reading the first chapter and somekindabrony for entertaining me throughout the writing process. I guess they are somewhat my number one fans.

Next up, I would like to thank Andrew Hussie, the mastermind behind the Homestuck Series and fimfiction user Deviance, author of the fanfiction The Machinations of a Trickster. I believe that reading their stories has improved my own writing greatly. They are artists of the written word, and I highly recommend reading their works. I doubt they will ever see this tribute, being that they are all big and famous and I'm just some little guy, but thanks for the inspiration, guys.

Last, but certainly not least, I'd like to thank you. That's right, YOU. The person reading this. The people who watched me, and talk to me through the comments. Without you guys to tell me whether or not you liked the story, it would have died long ago. This story was always in my head, but thanks to your support it has been given form and purpose. It's nowhere near perfect, but I hope that throughout the process of writing it I learned something so I can make the next stories better.

Which brings me to...

Plans for the future!

There will be a second operator story. Depending on the success of said story, there may be a third if I have enough ideas. I finally came up with a name for it, and although I'm excited to unveil it, I am going to keep it a closely guarded Serket. Ahem, secret.

But I can say this. I will use everything I learned about horror and the horror genre to make this story the best it can be. The scariest, deepest, and saddest. For the people! Because ya'll deserve it.

Also, I may do a humanized version of these stories to reach a wider audience and satisfy my goal of being a good creepy pasta writer. If you ever want to read that, I'll be sure to post a blog entry or something about it if/when it happens. Keep your eyes peeled!

I'm going to leave you now, but then again, you aren't really alone are you? Don't look behind you.

-The Legist.

Chapter 1: Recovery

Chapter 1: Recovery

In the great land of Equestria, there stands a town called Ponyville. Much unlike most Equestrian cities, it is a quaint, charming little town; free from the bustle of common rabble, and the sins of corruption. Here, ponies live and thrive in their small community, only dealing with outsiders when it comes to business.

Sweet Apple Acres, one such business, is located in the southern end of Ponyville. Owned by a prestigious Appaloosian family, this orchard feeds thousands and come fall, offers delicious apple cider. It is also home to the Cutie Mark Crusaders, Ponyville's resident trouble makers.

On this particular night, dimly moonlit and sprinkled with stars, there stands a large tree in the southern field of the Acres. Built into the tree, there is a tree house; but not just any tree house. This structure housed the Crusaders, currently on their latest quest to get their cutie marks in story-telling.

"C'mon Sweetie, that one's not even scary!" The orange filly playfully smacked her friend with a pillow.

"It is too! Isn't it Applebloom?" The unicorn turned to her left to find a red tail sticking out of a sleeping bag.

"..."

"Oh come on, ya scardy ponies!" Scootaloo frowned. Sweetie Belle's stories were never especially creepy, often because the maturing filly was more afraid of colts than timber wolves. "We've been at this all night, and still no cutie marks!"

"Well it's not my fault that Rainbow Dash's 'boogeymare' story isn't scary!"

"It is too scary!" Yelled the orange filly, readily defending the honor of her hero and foster mother.

"Is not!"

"Is too!"

"Is not!"

"Shut up!" Screamed the sleeping bag.

"Huh?" The arguing fillies turned to their friend.

"Both ya'lls stories scared me senseless! Now will ya shut up and let me get some sleep?" Applebloom poked her head out of the protection offered by her sleeping bag.

"Really?" Scootaloo's smile grew tenfold. "Wait, Applebloom you haven't told a story!"

"Ah don't know any." Came the muffled voice, again inside the bag.

"Oh come on, your granny is older than Ponyville, she has to have told you something really scary!" Scootaloo sat on the quivering lump of a sleeping bag.

"Ah, git off me!" The yellow filly bucked inside the bag, causing Scootaloo to fall onto the white unicorn. The two fillies laughed as Applebloom raised from her seat and walked across the club house.

"Alright, ya'll. But only this one! But if ya'll run away screaming, it's not mah problem. Cuz this story is true!" The red head filly stood on her hind legs, her forelegs stretched high into the air; as if she was expecting a plume of fire to raise from the ground behind her.

The two fillies giggled and were subsequently shushed. They gathered up in their sleeping bags and locked eyes on Applebloom, eager to feel the fear of a true ghost story.

"I bet it won't even scare me..." Scootaloo sighed.

"Ya wanna shake on that bet?"

"Seriously? Applejack the Ripper? You guys suck!" Scootaloo said as her friends pushed her out of the club house, her heart pounding in fear she was desperately trying to hide. "I'm not even scared!"

"Don't lie to us! We know you are going to lose, just admit you are scared and you can come back inside!" Sweetie Belle shouted from behind the closed and locked door. Scootaloo pounded on the door to no avail, and then wondered why they had installed a lock in the first place.

"Ugh..." She groaned and turned around. "All the way to the Everfree forest?"

"All tha way to Zecora's! And don't ya dare come back until ya have somethin' ta prove it!"

'You gotta be kidding me...' The orange filly thought. She jumped down from the front door of the clubhouse and stretched her legs. She took a look around, letting her eyes adjust to the darkness. The orchard made her feel rather uneasy in the night, let alone the Everfree forest. She gulped and took an internal vow to never let her pride get in the way of judgement again. A vow that would probably be locked up in her memory and forgotten in a few days.

The trees loomed over the small filly, their branches gnarled and twisted by the low light of the moon. The very same branches that provided food for all of Ponyville and beyond took a facade of evil as the clouds overtook the moon. It didn't help that fall was rapidly approaching and most of the branches had shed their leaves for the winter. The orange filly sped her trot, the sooner she was done with this whole thing the better. Maybe she could even get her cutie mark in not being scared.

'No.. that can't be a real cutie mark...'

Scootaloo looked around, and then up at the sky. It was getting darker by the second as the clouds overtook the moon; and she cursed all the weather ponies, except Rainbow Dash of course, for not taking care of that during the day. The subtle sounds of the wind blowing through deal leaves was all she could hear. That and her own hooves crunching the orange and brown leaves below them.

The filly shivered as she realized how chilly it was out; she would have to talk to the weather ponies about that as well. It was far colder than it should be, she reckoned.

'Stupid..' she thought as fear gripped her in icy cold tendrils that seemed to pulse through her. Every so often, she would feel the gaze of somepony, or something, drilling holes into her from behind. The only thing keeping her steady was the fact that every time she checked for those eyes, she saw nothing but the twisted branches and the weaving path on which she tread.

Several minutes that seemed like hours passed this way. Terror gripping her heart, only to be relinquished when she turned around and saw that everything was alright. Nothing out of the ordinary on this midnight journey, no sir. She didn't even think about the taller, more ominous trees that she could see rising in the distance.

Unfortunately for the small orange filly, she could not ignore them forever. Standing on the border between the orchard and the forest, the filly briefly considered bolting back to the clubhouse; crying and hugging her friends until the warm sappy feeling of love washed away the paranoia.

'That's not what Rainbow Dash would do...' The filly reasoned with herself. 'Rainbow Dash would be loyal! To herself, and to the dare! No silly old fake monster is going to get me in there!'

Her resolve renewed by her internal pep talk, the filly resumed her journey into the forest. Zecora's cottage was only about a half mile into the forest from Fluttershy's, so she guessed it would take ten minutes to find the path, another ten to get to Zecora's and twenty minutes to get back to where she was. As long as she kept pace, and didn't get lost.

'Ok... I can do this. I ca- what was that?" The fillies eyes darted left and right. She could have sworn she heard a sound, not unlike a twig snapping in the forest beyond. The trees stood tall, and the bushes obfuscated her view of the entrance to the woods. She shook off the notion that somepony was watching her, and ignored the sound she thought she just heard.

'Ugh, I'm so done with this forest already.' She grumbled, and jumped headfirst into the bushes. Twigs and leaves scraped her coat and skin as she nosed her way in, around, and finally out of the bush. The orange filly was dismayed by what she saw.

A thick blanket of fog was rolling into the forest like it was being tucked into bed. Visions of what might lay beyond the veil of mist permeated her thoughts, and she quickly shook her head to clear them. She squinted and strained her eyes to no avail. She would just have to make due with the fact that she could only see a couple feet in front of her.

'Why did I leave without a flash light...'

The filly took a few steps, then stopped. She listened to the wind whipping through the branches of the tall slender trees of the Everfree. She also felt the wind, as evidenced by the fact that she could not remain still without shivering. She decided the best defense against against the cold was to get moving, so off she went.

She walked at a brisk pace, but not fast enough to wear her out of breath too quickly. The cold was a constant reminder to keep up a quick pace; as was the warm sleeping bag and comfort of her friends and clubhouse awaiting her return.

"I'm so stupid... I should have just told them the truth. I was scared... just too stupid to admit it..." The filly felt tears brimming in her eyes. What began as a simple dare was rapidly turning into a nightmare.

The orange filly felt eyes on her coming from all angles, yet she did not slow her pace. She had her fill of false suspicion, and she was sick of looking behind her to find nothing there. Slowly but surely, the filly crept through the forest, the feeling of being watched rising all the while.

The crunching of sticks was all she could hear, using the beating of her heart to set her pace through the underbrush. With every rise and fall of her hooves, the suspicion of what lurked beyond the next tree mounted. Soon, she found herself darting from tree to tree, seeking shelter from the invisible eyes that seemed to be following her, breathing down her neck.

What began as a subtle feeling was now an itch, begging her to turn around and look behind her. She knew there was nothing there, yet her every instinct told her that she was about to be consumed. She put another hoof in front of the last and payed the feeling no heed.

A few more yards into the forest, shivers started to run up and down her spine like thousands of little bugs; the hairs of her coat sticking straight up to greet the cold of the night. She knew there was something back there. Some hideous monster. Perhaps a windego, waiting to turn her into an ice sculpture. Maybe the undead monsters from Sweetie's story, or a more worldly predator; such as a manticore or drake.

The fillies eyes watered, her resolve wavering. What if she didn't even see death coming? Would it be painful? Even if she did see it coming, could she avoid it? She felt hot breath on the back of her neck and her heart skipped a beat.

The filly jumped and turned around, her teary purple eyes almost glowing in the darkness.

Nothing.

"Leave me alone!" She shouted into the forest. She knew there was nothing there, but the sound of a voice was enough to help calm her ravaged nerves; even if it was only her own.

She took a step backward, and her hoof connected with an object foreign to the twigs and leaves she had been standing on before. It felt hard and smooth, yet oddly fragile and delicate. She looked down and saw a small leather bound book under her rear hoof. Carefully, she picked up the book in her mouth. Her fear replaced by curiosity, she examined the book; taking care to keep an eye on her surroundings.

The cover was reddish brown, and looked as if it had been water damaged. In the odd light of the woods, she could barely make out the shape of a circle with a line through it on the cover. 'Strange...' she thought.

The filly heard a loud thump behind her, and let out a yelp. Suddenly, she was running as fast as she could through the forest. Book in mouth, she galloped through the trees and fog, darting under low hanging branches and jumping over small ravines. After several minutes of galloping, the pegasus clenched her teeth and took deep breaths through her nostrils. Safe. Alone. She scanned the area with squinted eyes.

There the orange pegasus stood, panting and shivering like a puppy for several minutes. The wind had stopped blowing, so she felt it would be alright to rest for a moment. Her eyes darted left and right unblinking, until a slightly irregular object in the distance caught her eye. It was not unlike a sapling, a tree with about two years growth, but the shape was... wrong somehow. The middle was much larger than the base, and the branches stretched down instead of up and out. It had not one, but two long skinny trunks. There was a oval shaped chunk of something at the top that resembled a head, but it was pale and blank.

Scootaloo's hooves acted like they were nailed to the ground. As she stared at the object she found she could not move; could not speak. She could only watch, and wait, and feel the prickles of fear on the back of her neck. She felt a sense of dread take her over, a malaise that she had never felt before. The more she stared at the object, the harder it was to tear her eyes away from it.

The filly drew slow, quivering breaths, her feet tingled with the desire to move; begging her to give them the command to run far away, and never return. Her heart pounded in her chest like a drum, cold sweat rushing to her pored. She felt her face flush and eyes itch from the lack of moisture.

Her ear twitched to the side as she heard a noise. A snapping stick, a flutter of wings. She tore her gaze from the object, and scanned the area to her immediate left, only to find there was nothing there.

She quickly snapped her head back to attention, and continued to gaze upon the foreign object. She took note that the branches almost looked like arms, and were swaying in the wind. She laughed to herself, thinking it must be some kind of joke; like a scarecrow dressed as a diamond dog.

Then the scarecrow took a step forward.

Run.

It was the only thing on the young mare's mind as she tore through the forest, hooves kicking up leaves and dirt as she weaved through the trees. Every so often her hair would blow down into her face, but a quick flick of her neck was a quick remedy. Her hooves were numb, either from cold or adrenaline, and she couldn't even summon the will to scream properly.

She was helpless, trapped in her own body as it took over her basic motor functions. She couldn't stop running, even if she wanted to; some primal urge keeping her four hooves pounding into the dirt over and over again. It was like a dream, the way she disconnected from reality. The only thing she could think about was the constant vigorous thud of her heart beat, and the pale white face of the creature in the woods.

As her tears ran free, Scootaloo's legs and hooves burned from the rapid expenditure of energy. Her breathing became raspy, her lungs burning from over-inhaling the cold autumn air. Her gallop slowed to a canter, and then to a brisk trot. She was out of breath, and completely spent. She sat down on a fallen log and breathed heavily, tying to control the volume as much as possible.

The little filly heard the wind pick up again, whipping and whistling through the branches. She thought back to the figure, and prickly chills ran through her spine once more. It was so tall, so abnormally slender. It would be so easy to mistake the trees and branches for it's spindly appendages. She remembered the way it's many arms flowed and reached in the wind. Then a dark realization dawned upon her... There was no-

She whipped her head around, something was moving behind her. She couldn't see or hear it, so much as feel it. The familiar aura was back; a presence that she had only felt before when she was looking at the strange figure. She could practically taste the darkness enveloping her. Without a moments notice, she was up and at full gallop.

Tears flowed from her eyes as she ran, the shock of hooves causing them to run down her face at irregular angles. Her eyes welled, and blurred her vision causing her to stumble and lose track of the position of her hooves. Her gallop soon turned into a drunken stumble, her mind intoxicated by the heat of the moment and uncertainty of what will be coming next.

As she ran, she heaved deep sobs for breath, praying to Celestia that she would make it home safe. Each moment she spent stumbling in the crushing darkness, her hope of returning stifled. She could feel the figure approaching, she could see that blank splotch of a head opening up and swallowing her whole.

Then, she stumbled through the right bush and found herself outside the forest.

"Gee... She has been gone pretty long. How long do you think it would take her?" The white unicorn played with her hair, staring out the window of the clubhouse.

"Ah dunno, but it's been far too long."

"Should we go for help? I'm sure Twilight or Applejack-"

Suddenly there were frantic knocks on the door, knocks of a pony who had death itself after them. After several seconds of pounding and screaming Sweetie laughed. Applebloom casually got up and pasted a thick smirk on her face, ready to open the door and proclaim 'Ah told ya so.'

As soon as the yellow filly opened the lock, the door burst open and the two fillies were sent sprawling across the ground; a mess of red and purple mane, hooves and legs. Before anypony could say anything, Scootaloo spit out the journal into a pile of blankets and climbed on top of it. She hoped nopony noticed, because she was not ready to explain it.

"Scootaloo..." The white unicorn giggled.

"No." The orange filly sobbed.

"Uh... are you okay?" Sweetie put her hoof on Scootaloo's back.

"Yes! I'm fine! I just went out in the forest, found this stupid book, and made it back here. Nothing out of the ordinary at all! I'll talk to you tomorrow." Scootaloo did her best to mask the sorrow in her voice. The sooner she convinced herself that nothing was wrong, the sooner she would believe it and everything could go back to normal.

"Hey now, ya can't get off that easily, where's our proof?" Applebloom nudged her orange friend's shoulder.

"Here's your buckin' proof." Scootaloo used her rear hoof to kick the book out of her nest of blankets. Upon closer inspection, the journal was heavily water damaged. It was brown and looked to be bound in leather. The symbol on the front was a circle with two lines on it that seemed to be crossing the circle out. The symbol was not printed, nor even inscribed into the cover; but etched as if somepony used a stick to scratch the symbol into the cover.

After Applebloom and Sweetie Belle deemed the book adequate proof, they dropped the obviously sensitive subject. The pair continued to tell stories late into the night. They played games, did make overs and laughed and played as good little fillies should, while the third member of the group slept.

Or at least, pretended to sleep.

For the orange filly, the rest of the night was spent deep in thought and question. What exactly did she see out there in the forest? She never actually saw anything, really. Just that oddly disturbing figure between the trees. The same figure that took a step forward on its own, and blew in the wind when there was no wind to speak of.

It couldn't have been real, it just couldn't. It was all in her head, it had to be. Maybe Zecora hung the scarecrow there to scare something away, or it was just an odd shaped tree?

And what about that book? There's something off about it also, Scootaloo reckoned. She would have to check it out tomorrow.

"Goodnight, Sweetie Belle."

"Goodnight, Applebloom."

"G'night guys!" Scootaloo shouted, causing the rest of the young mares to scream out in sudden fright. After a brief pillow fight, the three fillies settled in to sleep just as the sun was rising over the beautiful land of Equestria. A land that would be forever darkened for the orange filly, sleeping peacefully for the last time.