Undertownby Mind JackChaptersChapter 1Chapter 2Chapter 3Chapter 1A rickety wooden cart rolled up the narrow road, stopping just in front of a small cave, and a pair of ponies hopped out. The clearing was flanked by sheer, jagged cliffs. The place the two needed to reach was deep in an unnamed mountain range in the unexplored west of Equestria. The guide, a weathered old stallion with a thick beard, had barely spoken enough Equish to confirm he knew of the place they were looking for. The first to hit the ground, an orange earth pony mare with a blonde mane, seemed all too eager to march up to the entrance of the cave and examine it. The second, a white unicorn who was somehow still scrupulously clean despite a long ride through the mountains, paused to brush the snow from her curly purple mane. “I think this might be the farthest the map has ever sent us. Are you absolutely sure we’re in the right place, Applejack?” she asked, looking around. The stallion with the cart had said he knew the place they were looking for, but the Horseshoe Mountains were a big place, and she highly doubted the sign was as big as the map had depicted it. The pony who’d walked up to the cave entrance lifted her battered brown stetson to get a better look at their destination, the hat nearly being blown off her head as her long blonde ponytail whipped in the wind. It wasn't exactly a cave, and wasn't quite a tunnel. It was more like a hole at the base of the mountain. Above the hole was an old wooden plank, with a single word written on it in white paint; Undertown. “Yup. This is the place. Same spooky cave and wood sign that popped up on the map. You got that pass Twilight gave us, Rarity?” Rarity stepped gingerly over to the cave entrance, passing Applejack a sealed scroll from her bag. “Well, at least we’ll be able to get out of the snow.” Applejack took her hat off to brush the snow from the brim. “Can’t disagree with that. We better head inside before the storm gets any worse.” Right from the entrance, the temperature went from unusually cold to unusually warm, and it wasn’t long before they came across a thick metal grate barring the way forward. Applejack banged on it with a hoof. “I don’t see a door,” Applejack observed as she continued to press around it for some kind of handle or doorbell. Rarity looked at the side of the grate. “It looks melted into the rock around it. I highly doubt we’ll be able to budge it.” Applejack looked like she was about to argue that fact, when Rarity shushed her, ears pricking up. Had those been soft hoofsteps she just heard? Both were quiet for a moment. From beyond the grate, there was a crunch of gravel being stepped on, and a soft swear. “We can hear ya!” Applejack called. “Come on out!” The unseen pony didn't step out of the dark, but he did speak. “Who are you?” The voice was gruff and gravely, as if the speaker had a very dry throat. “Name's Applejack. This here's my friend Rarity,” Applejack replied. “We're here to solve a friendship problem,” added Rarity. The voice was quiet for a moment. “A what?” Rarity fumbled for a way to describe what they did to someone who didn't know about it. Fortunately, Applejack came to her rescue. “You know any way we can get in? We got a letter from the princess to let us through.” “If you have royal permission, just show it to the gate and it should open for you,” the voice said slowly. “If you’re looking for some kind of problem in town, go and see the Lady in Silks. She has ears everywhere.” Looking rather confused, Applejack took the scroll from Twilight in her mouth and unrolled it, holding it up to the big metal grate. Both of them took a startled step back as the grate started to glow a bright, almost neon orange. It then promptly melted into molten slag, before soaking into the floor of the cave and disappearing. Rarity cleared her throat nervously. “Um… thank you!” The voice didn't reply. They walked beyond where the grate had been and peeked around the corner. Nopony was there. The speaker was gone. To make matters worse, there was a loud hissing noise from behind them. When they turned around, the gate had reformed behind them, every bit as solid as before. Applejack and Rarity shared a worried look, but they didn’t have much choice other than to soldier on deeper into the cave. Any light from the entrance quickly faded away, leaving them in pitch-blackness and forcing them to feel their way. The path wound and twisted, but was always going down. “At least there only seems to be one path,” Rarity observed. “So that’s a bright side, right?” “Yup,” Applejack replied. “It’d be pretty hard to get back out if there wasn’t. I remember this one time in the west orchard when I- Whoa! I think we’re gettin’ close to the end!” Indeed, as they rounded yet another curve, a circular blue glow could be seen, as if light were coming through an opening. As they emerged into the light, Rarity’s jaw dropped. With the name of the place on the sign outside, she really shouldn’t have been as surprised as she was, but the sheer size of the cavern Undertown was built in was shocking. The village itself wasn’t much bigger than Ponyville. It seemed like a perfectly ordinary town, just built deep underground. The blue glow they’d seen came from glowing blue mushrooms set on the cave and building walls. They made it roughly as bright as a night with a full moon The houses themselves were more like cottages, with wooden or stone walls and simple, thatched roofs. “Nice enough place,” Applejack remarked. They strolled down a narrow dirt path, into town. Up close, the buildings were less inviting. Some of them were crumbling, with kudzu and moss slowly crawling over them. Others had indecipherable graffiti coating their walls. The whole place was uncomfortably muggy and warm. Rats. My mane is going to be a mess. Rarity thought to herself. Unfortunately, they had bigger problems. “You feel that, Rarity?” Applejack asked, subtly looking up to the rooftops of a nearby row of houses. “Like we’re being watched? Yes. I absolutely do.” The feeling was present everywhere they went in town. It had started almost as soon as they passed the first building. Curiously, Rarity followed Applejack’s gaze. As soon as her eyes reached the roof of a thatched-roof hut that would have been horribly out of fashion even a hundred years ago, a brief flicker of a shape caught her eye as it ducked behind the peak of the roof. “It’d been lookin’ at us ever since we came in,” Applejack informed. “Looked like somethin’ with a lot of legs.” “I see.” Rarity closed her eyes, taking a deep breath. “I don’t suppose a loud, piercing scream will help our situation?” When she opened her eyes, a look of realization had come over Applejack. “Did I say something wrong?” Applejack scratched her chin with a hoof, thinking. “We gotta find this Silky Lady, or whatever the guy at the gate called her, right?” “That’s our only real lead, so I think it’d be a good idea,” Rarity replied. “And it’ll be awful hard to find her if nobody’ll talk to us, right?” “I suppose so. What are you getting at?” “Somethin’ I did while fixin’ another problem. Watch this.” Applejack took a lungful of air, and yelled at the top of her lungs. “DOES ANYPONY AROUND HERE KNOW WHERE THE-” Rarity stuffed her hoof in Applejack’s mouth, but it was too late. Figures started to come out of the ruined houses. Thankfully, they looked like normal ponies, albeit very sickly ones. Many of them stared at Rarity and Applejack with almost catlike eyes that glowed in the darkness, but all of them looked as if they were nothing but skin and bones. If some of them weren’t muttering what at least sounded like very irritated words, Rarity might have been convinced that they were being approached by an army of the living dead. Luckily, it was too dark to make out much more detail than that. The ponies of Undertown didn’t move further after revealing themselves. They simply sat and watched. Applejack prodded Rarity’s hoof, still frozen in fear after trying to silence her before. Embarrassed, Rarity pulled her hoof out of her friend’s mouth with a murmured “Sorry.” Giving her a slightly miffed look, Applejack stepped forward. “Howdy! I’m Applejack, and this is my friend Rarity. We’re lookin’ for the… what was her name again?” “The Lady in Silks,” Rarity reminded, trying her best to keep a polite smile on her face, but absolutely not succeeding. The muttering got louder, sounding more angry, but there were too many of them talking at once for Rarity to make out what they were saying. “Now what’s with all the ruckus out ‘ere?” From inside one of the larger houses, another figure stepped. The speaker was a stallion, with a lantern full of fireflies hooked to his side that made him much easier to see. At first, Rarity was sure she was looking at a diamond dog. Both his face and his tail were unsettlingly wolf-like. But the clop of his hooves as he came closer confirmed that he was indeed some kind of pony, and judging by the patchy top hat and cloak he wore, while several of the others he passed wore only bandages or tattered rags, likely one in charge. He had a grizzled, light gray coat, coal-black mane, and a thick, dirty beard that reminded Rarity of an old sea captain who’d fallen asleep on a trash barge. He had no horn or wings, so Rarity assumed he was an earth pony. The muttering quieted when the wolf pony stepped out. He greeted Rarity and Applejack with a surprised look. “New folk in town? You look too clean and fat to be from down ‘ere.” For some reason, those words set the townsfolk to muttering again, but the wolf pony silenced them with a glare. Rarity cleared her throat, stepping forward. “Our apologies for disturbing you, sir. My name is-” “‘Eard your names a minute ago. Mine’s Nail. I’m the mayor ‘round ‘ere. Why are you ‘ere?” The rude interruption caught her off guard, but she quickly recovered. “Yes, well, we were sent here by the princess to solve a problem that is supposedly going on. The gentlecolt at the gate said that the Lady in Silks could help us. Do you know where she is?” Nail scratched his chin, eyeing them with an unreadable expression. “Aye. I know where the Lady is.” He paused for a moment, then grinned. “If you like, me an’ some o’ the boys can take you there.” Rarity brightened. “Why thank you! That would be very helpful.” As Nail walked away, Applejack whispered in Rarity’s ear. “Somethin’ don’t feel right, but I can’t put my hoof on it…” “We don’t have much of a choice, I’m afraid,” Rarity replied. “He’s the only one around who’s offered to help us so far. And this was your idea!” Applejack didn’t reply to that, looking incredibly nervous as her eyes shifted around the village. Nail gathered up a few of the ponies who had been watching, as the rest retreated back into their homes. In the light of the lantern, she could see that many of them were far less well-dressed than even the patchwork cloak and hat that Nail wore. They wore tattered bandages and rags over most of their bodies, even covering most of their faces. What little she could see of them was somewhat unsettling; their eyes looked wild and scared, their mouths on occasion dripping drool. Rarity shivered as five of them gathered around her and Applejack and started to walk. To help dispel some of the tension, she decided to try and engage Nail in conversation. “So, Mr. Nail, why don’t you tell us a bit about your town?” He shook his head, looking like she’d startled him out of a stupor. “Eh? What about it?” “Well for starters, what are all of you doing down here? It’s not exactly the kind of place one would normally choose to live.” “It’s not so bad a place,” he replied, looking straight ahead onto the narrow path they trotted down. “Not a lot of food down ‘ere. Lady ‘as most of it.” Rarity shook her head, perplexed. Well, that was an effective dodging of the question. It’s like he didn’t even hear me! The other ponies Nail had gathered seemed to be oddly transfixed with them. Whenever they thought she wasn’t looking, Rarity often caught them openly staring at her. She and Applejack shared a look, wordlessly speaking the same thought; Maybe this wasn’t such a good idea. Chapter 2The path out of the village was surprisingly complex. Nail lead them through dozens of winding twists and turns, on a path leading to a thick forest. Up above the treeline, Rarity could see a looming structure; perhaps it was some kind of mansion, or maybe a castle. Thoughts on the local architecture helped keep Rarity’s thoughts off of her rising panic. The townsfolk of Undertown slowly pressed in on her and Applejack, forcing them closer together. Applejack roughly shoved one who started to physically lean against her, but he barely stumbled. The bandaged stallion growled angrily, but Nail shushed him with an irritated look. As they reached the woods, any light from the mushrooms lining the path vanished. Only the weak glow of the lantern lit their way, and that was completely controlled by Nail. Rarity tried to light up her horn, but only received a sudden, pulsing headache for her troubles. The woods were dark and deep, but certainly not lovely. Unsettling skittering noises could be heard behind almost every tree. On occasion, walls of spiderwebs stretched across the almost invisible dirt road, blocking the group’s way. Instead of just brushing through them, or clearing them away, Nail made sure to painstakingly make his way around them. At times they stretched several dozen yards into the trees on either side. “Who exactly is this Lady?” Rarity asked Nail, unsure why she was whispering. “Why does she live all the way out here?” “Eh? She keeps to ‘erself alright. Better ask her.” This had been a running theme from Nail whenever either of them spoke up. Either their questions were dodged, or they were ignored outright. Escape wasn’t an option, what with the townsfolk pressed in on all sides. They couldn’t even come up with a plan without being overheard. “Shape up, we’re almost there.” Rarity squinted, trying to see some kind of structure ahead of them. The trees fell away on either side of them as they emerged into a circular clearing, once again lined by glowing mushrooms. There was even a small but beautifully clear pond in the exact center of the clearing. However, no structure stood anywhere that she could see. “Is this a place that the Lady in Silks comes often?” she asked, a small sense of hope attempting to overshadow her growing dread. “She don’t come ‘ere at all,” Nail replied. “That’s the point.” Then, pain exploded in Rarity’s nose, and she fell to the ground. It took her several seconds to realize that Nail had just turned and slugged her in the face. She heard Applejack yell, but wasn’t sure what she was saying. Out of the corner of her eye, she saw the other Townsfolk pounce on Applejack, pinning her down. Nail loomed over Rarity. From this low angle, she could see up under his cloak. She could see how he was practically skin and bones, with each and every one of his ribs visible. She could see that even his tail looked more like that of a wolf than that of a pony. She could see the fangs in his mouth as he leaned down towards her with a sneer. “Sorry Miss, but the Townsfolk are ‘ungry. Ain’t no food ‘round ‘ere. You’re the first ponies we’ve seen in over a decade who got any meat on their bones. We gotta take advantage.” Off to the side, Rarity heard Applejack scream. Nail’s head snapped in her direction, where one of the townsfolk had sunk his teeth into one of her front legs. “Oi! ‘Ave some bloody patience! We gotta bring this back to the village.” Rarity finally managed to gather her wits after her head stopped spinning. She climbed to her hooves and started to run. Sadly, Nail was much faster than he looked. After only a few rapid bounds he was able to pounce on her, bowling her over once again. “Sorry Miss. I wish we ‘ad another choice, I really do. But we don’t. We ain’t got no choice.” To her surprise, he sounded and even looked completely genuine. The look on his face was one of almost physical pain as he pinned her down. “I’ll make it quick. Just close yer- gurk!” With a strangled gasp, Nail was suddenly yanked off of her. Rarity watched as he flew several dozen feet. Three of the five ponies pinning Applejack also went flying, allowing her to wriggle out of the grasp of the other two. “Run!” A very young male voice called from the treeline. Neither Rarity nor Applejack needed further prompting. Both of them were up and running in seconds. Of course, they were also hopelessly lost in seconds. The woods were so impossibly dense that the trees may as well have been the walls of a maze. “Don’t just bloody sit there! After ‘em!” Nail yelled desperately from somewhere behind them. Rarity galloped through any gap in the trees that she could find. She wasn’t sure when she lost track of Applejack, but as soon as she noticed, she looked around wildly. Applejack was nowhere to be found. Looking around wildly while running turned out to be a very bad idea, as Rarity ran through one of the walls of spider webs, and plowed head-first into a tree. She struggled to get out, but her horn had stabbed into the trunk, and had gotten stuck. In the several seconds it took her to pull her horn out, Rarity heard frantic hoofsteps approaching. “Wait! Come back!” she heard Nail call. “I can smell you! You’re only making this worse on yourselves!” Once she’d gotten her horn free, Rarity tried to keep running. But after only a few more turns, she came to a dead end. A low cliff that was just too sheer to scale, with a ledge only slightly out of her reach. The hoofsteps grew closer. She desperately tried to jump for the ledge, but the dirt crumbled beneath her hooves, sending her tumbling back down. When she made it back to her feet, Nail stood between her and the only way back. The stallion panted as if he’d run an entire marathon. His eyes held a strange mixture of sadness and determination. “Please, don’t try to run again. I don’t wanna make this any ‘arder than it ‘as to be.” Rarity backed up until her back legs pressed against the wall of dirt. She tried to get her horn to light up again, but nothing happened except another headache. “N-now now! Surely we can work something out…” He shook his head as he stalked closer. “I can’t. Village needs food… I’ve got to…” He froze mid-sentence, eyes widening. He was staring at something directly above her head. “Good evening, Mayor,” a low, smooth voice purred from atop the cliff. “Nonononononoooooo!” Nail tried to run away, but was yanked off his hooves. Rarity had just enough time to see the almost imperceptible net of spiderwebs wrapped around him before he was pulled screaming up on top of the cliff, dropping his lantern right next to Rarity. There was no sickening crunch or brutal tear. His screams just stopped all of a sudden, leaving Rarity in absolute silence. “Well well well... “ the voice greeted. “What do we have here? A newcomer in town?” Rarity looked up. The speaker was just too far outside the light of the lantern for Rarity to see her face. What she could see as it descended towards her, was a spider leg as thick as her barrel. Rarity fainted. Chapter 3When Rarity woke up, she felt like her horn had been viciously gnawed on while her head was bashed against a rock. Which, once she recalled what had happened before she fainted, she realized could very well be the case. However, the dirt beneath her felt unusually warm and soft. It was very non-dirtlike. It took her several seconds after opening her eyes to realize that she was in fact not on a dirty forest floor, but in a soft, lavish bed. A thick blanket of black wool had been put over her. The room she was in was unusually luxuriant as well. The carpet was plush and red, there was a large wooden wardrobe next to the bed that was in better condition than most of the houses in the village. There was even an unlit stone fireplace against the far wall. The only window was covered by metal bars, which stubbornly refused to budge when Rarity tested them. The door was locked as well, and Applejack was still nowhere to be seen. That was quite worrisome. Hopefully she was elsewhere in the house. Thankfully, her saddlebags had been left near the bed. She took out a small compact mirror to check her appearance, and grimmaced. Her mane was a horrible mess, and her makeup was even worse. She put the mirror back in the bag, and continued digging through it to find some tool she could use to escape. Through the wall with the fireplace, she suddenly heard a loud crash, then Applejack angrily yelling and banging on something. “I ain’t gonna tell ya again! Tell me where my friend is, or I’m gonna buck the door down!” “And I’m telling you, I really don’t feel safe letting you out of there until you’ve calmed down!” A male voice replied. “And you couldn’t buck through this door if you tried! Please stop ramming it. You’re going to injure yourself!” Rarity blinked. She knew that voice! It was the one that had called out to tell them to run back in the woods. “Um, excuse me?” She called out. Both of them suddenly went quiet. “Rarity! You okay, Sugar Cube?” “I’m a little roughed up, but I’ll survive. Where are we?” “No idea!” Applejack called back. “Last thing I remember is gettin’ pounced on by one of those wolf ponies. I must have hit my head on a rock or somethin’. Next thing I knew, I woke up here!” “I can answer that!” The male voice said quickly. “I watched you come into Undertown and meet Mayor Nail. The Lady knew what he was likely planning, so she came out in force to rescue you.” She could hear the skepticism in Applejack’s voice even through the stone wall. “If you rescued us, why lock us up?” “For my own safety and the safety of the house staff, we quarantined you to ensure you weren’t carrying any outside diseases. You’ll be happy to know that you are both perfectly healthy, other than a sprained muscle or two in Miss Yelly Pants, and some mild mana feedback in you, Miss Unicorn. I was coming to let you both out, when your friend here started threatening me.” “Call me Rarity, dear.” Since this was still a captor for the moment, it didn’t hurt to try and lay on the charm. “But please, could you let us out? I would greatly appreciate it, and I promise my friend won’t hurt you.” There was a long pause. “Are you sure?” he asked, sounding somewhat wary. “I won’t do nothin’ if you don’t do nothin’,” Applejack promised. There was what sounded like a jingling of keys from down the hall, followed by the creak of a door. “Alright… I’m trusting you here… The Lady wishes to meet you down in her laboratory, anyway. Don’t hurt me, and I’ll guide you down there.” She heard Applejack yelp, followed by the voice doing the same. There was a loud scrabbling noise. “Applejack! Are you okay?” Rarity called with worry. “I’m fine!” Applejack called back in a shaky voice. “Just a bit… surprised.” “Sorry! Sorry!” said the voice. “I forgot that surface-dwellers tend to freak out easily. Come along. I’ll let your friend out, and we can get going. My name is Spindle, by the way. ” “Alright. Rarity, you uh… might wanna get ready for this.” Rarity rolled her eyes. “Oh, please. I’m sure he can’t look that bad.” As the door opened, Rarity thought she was prepared for anything she might see. She was not prepared for a black widow spider that was bigger than her. She suddenly remembered the leg she’d seen just before she’d passed out. Her scream was stifled by one of Spindle’s front legs. His eight beady, black eyes seemed to show a lot of irritation for how simple they were. “Now now, none of that!” Rarity coughed and sputtered when he removed his leg. The taste of spider foot was not at all pleasant. “Sorry…” “Apology accepted. Now, come along. The Lady does not like to be kept waiting.” As Spindle scuttled out of the doorway, into a hall that was every bit as lavish as the bedroom, Rarity turned to Applejack. “Pardon my Prench, but what the hay is going on?” Applejack could only shrug. Rarity was almost more unsettled by the decor than she was by the giant spider. The hallway was lined with paintings. Some were landscapes, others were portraits. The faces of each and every portrait had been violently scratched or ripped out. Along with the paintings were several empty frames. At first she thought they were just empty ones for paintings, but as she got closer, she saw little shards of glass in the inside borders. The realization hit her that they were shattered mirrors. I suppose someone in this place isn’t body-positive. From other doors down the hall, other spiders like Spindle peeked out. Rarity could hear them whispering to each other. They sounded… excited? She really hoped that this wouldn’t end in them simply being eaten by something other than what they’d just been rescued from. Spindle lead them through the main hall and downstairs to the first floor. “Are we in that big place on the other side of the woods?” Applejack asked curiously. “Yes indeed!” Spindle replied with great enthusiasm. “This is the Lady’s manor. None of those ruffians from the town will dare come up here. The Lady would give them what for if they did.” They reached a dead end at the end of a hallway, where Spindle reached down and turned a lamp on the wall, causing a hidden door to swing open. “Here we are! Watch your step!” Spindle crawled up onto one of the side walls, giving Rarity and Applejack room on the narrow staircase to the basement. Instead of the blue mushrooms that had lit the village, the staircase was lit by lanterns that emitted an eerily normal white light. The staircase emerged into a well-lit room with a high ceiling. The walls were made of smooth stone, A table stocked with bottles of the same glowing liquid that filled the lanterns sat against one wall, blocked by an enormous silhouette. Of in the corner was a tall shelf filled with various jars and bottles of opaque liquids and mysterious solids. Rarity had subconsciously been expecting another giant spider after meeting Spindle, but not one this big. The red hourglass on her rear alone was about the size of a pony from nose to tail-tip, and was clearly visible even beneath the white silk shawl draped over the back half of her body. Eight pitch-black legs, each one three times as long as she was tall, impatiently tapped and stomped the floor. When the Lady in Silks heard them, she turned. Rarity was bracing herself for the spider’s terrible visage, but where the head of a spider should have been was instead the front half of a unicorn mare. Her coat was the same pristine white as Rarity’s. Her mane, cut in a short but elegant style, was velvet red. The pony body fused grotesquely with the spider body around where her cutie mark should be, and her front hooves dangled in front of her, giving her a total of ten legs. The Lady seemed to look at Rarity, even though her eyes were closed. Her face was covered in tiny little creases around her normal-looking pony eyes. They could have been more, smaller closed eyes, but for her own sanity Rarity pretended that they were scars. “Hello there...” The Lady murmured in a low, smooth voice, almost akin to a purr. “It’s so good to meet you. Spindle tells me that you’re from the surface.” Applejack managed to collect herself first. “Uh… yeah. I’m Applejack, this is Rarity. We’re here to solve some sorta problem here in Undertown. Somepony at the gate said you might be able to help us uh… ma’am? Is ma’am okay? Lady?” “Silk or Lady Silk will suffice,” the Lady replied. “What’s this problem you need help with? Perhaps we can discuss it over dinner?” As she said that, both of their stomachs grumbled. “I think that might be a good idea,” Applejack admitted. Lady Silk smiled. Rarity gulped when she saw a pair of very non-pony fangs in her mouth. “Excellent! Spindle, is dinner prepared?” “It is, milady.” Spindle replied, giving a very sharp salute for a spider. “Very good. Show our guests to the dining room. I will be along in a moment. We have much to discuss.” She paused, then added with a tiny grin, “I am very much looking forward to it…”
Chapter 1A rickety wooden cart rolled up the narrow road, stopping just in front of a small cave, and a pair of ponies hopped out. The clearing was flanked by sheer, jagged cliffs. The place the two needed to reach was deep in an unnamed mountain range in the unexplored west of Equestria. The guide, a weathered old stallion with a thick beard, had barely spoken enough Equish to confirm he knew of the place they were looking for. The first to hit the ground, an orange earth pony mare with a blonde mane, seemed all too eager to march up to the entrance of the cave and examine it. The second, a white unicorn who was somehow still scrupulously clean despite a long ride through the mountains, paused to brush the snow from her curly purple mane. “I think this might be the farthest the map has ever sent us. Are you absolutely sure we’re in the right place, Applejack?” she asked, looking around. The stallion with the cart had said he knew the place they were looking for, but the Horseshoe Mountains were a big place, and she highly doubted the sign was as big as the map had depicted it. The pony who’d walked up to the cave entrance lifted her battered brown stetson to get a better look at their destination, the hat nearly being blown off her head as her long blonde ponytail whipped in the wind. It wasn't exactly a cave, and wasn't quite a tunnel. It was more like a hole at the base of the mountain. Above the hole was an old wooden plank, with a single word written on it in white paint; Undertown. “Yup. This is the place. Same spooky cave and wood sign that popped up on the map. You got that pass Twilight gave us, Rarity?” Rarity stepped gingerly over to the cave entrance, passing Applejack a sealed scroll from her bag. “Well, at least we’ll be able to get out of the snow.” Applejack took her hat off to brush the snow from the brim. “Can’t disagree with that. We better head inside before the storm gets any worse.” Right from the entrance, the temperature went from unusually cold to unusually warm, and it wasn’t long before they came across a thick metal grate barring the way forward. Applejack banged on it with a hoof. “I don’t see a door,” Applejack observed as she continued to press around it for some kind of handle or doorbell. Rarity looked at the side of the grate. “It looks melted into the rock around it. I highly doubt we’ll be able to budge it.” Applejack looked like she was about to argue that fact, when Rarity shushed her, ears pricking up. Had those been soft hoofsteps she just heard? Both were quiet for a moment. From beyond the grate, there was a crunch of gravel being stepped on, and a soft swear. “We can hear ya!” Applejack called. “Come on out!” The unseen pony didn't step out of the dark, but he did speak. “Who are you?” The voice was gruff and gravely, as if the speaker had a very dry throat. “Name's Applejack. This here's my friend Rarity,” Applejack replied. “We're here to solve a friendship problem,” added Rarity. The voice was quiet for a moment. “A what?” Rarity fumbled for a way to describe what they did to someone who didn't know about it. Fortunately, Applejack came to her rescue. “You know any way we can get in? We got a letter from the princess to let us through.” “If you have royal permission, just show it to the gate and it should open for you,” the voice said slowly. “If you’re looking for some kind of problem in town, go and see the Lady in Silks. She has ears everywhere.” Looking rather confused, Applejack took the scroll from Twilight in her mouth and unrolled it, holding it up to the big metal grate. Both of them took a startled step back as the grate started to glow a bright, almost neon orange. It then promptly melted into molten slag, before soaking into the floor of the cave and disappearing. Rarity cleared her throat nervously. “Um… thank you!” The voice didn't reply. They walked beyond where the grate had been and peeked around the corner. Nopony was there. The speaker was gone. To make matters worse, there was a loud hissing noise from behind them. When they turned around, the gate had reformed behind them, every bit as solid as before. Applejack and Rarity shared a worried look, but they didn’t have much choice other than to soldier on deeper into the cave. Any light from the entrance quickly faded away, leaving them in pitch-blackness and forcing them to feel their way. The path wound and twisted, but was always going down. “At least there only seems to be one path,” Rarity observed. “So that’s a bright side, right?” “Yup,” Applejack replied. “It’d be pretty hard to get back out if there wasn’t. I remember this one time in the west orchard when I- Whoa! I think we’re gettin’ close to the end!” Indeed, as they rounded yet another curve, a circular blue glow could be seen, as if light were coming through an opening. As they emerged into the light, Rarity’s jaw dropped. With the name of the place on the sign outside, she really shouldn’t have been as surprised as she was, but the sheer size of the cavern Undertown was built in was shocking. The village itself wasn’t much bigger than Ponyville. It seemed like a perfectly ordinary town, just built deep underground. The blue glow they’d seen came from glowing blue mushrooms set on the cave and building walls. They made it roughly as bright as a night with a full moon The houses themselves were more like cottages, with wooden or stone walls and simple, thatched roofs. “Nice enough place,” Applejack remarked. They strolled down a narrow dirt path, into town. Up close, the buildings were less inviting. Some of them were crumbling, with kudzu and moss slowly crawling over them. Others had indecipherable graffiti coating their walls. The whole place was uncomfortably muggy and warm. Rats. My mane is going to be a mess. Rarity thought to herself. Unfortunately, they had bigger problems. “You feel that, Rarity?” Applejack asked, subtly looking up to the rooftops of a nearby row of houses. “Like we’re being watched? Yes. I absolutely do.” The feeling was present everywhere they went in town. It had started almost as soon as they passed the first building. Curiously, Rarity followed Applejack’s gaze. As soon as her eyes reached the roof of a thatched-roof hut that would have been horribly out of fashion even a hundred years ago, a brief flicker of a shape caught her eye as it ducked behind the peak of the roof. “It’d been lookin’ at us ever since we came in,” Applejack informed. “Looked like somethin’ with a lot of legs.” “I see.” Rarity closed her eyes, taking a deep breath. “I don’t suppose a loud, piercing scream will help our situation?” When she opened her eyes, a look of realization had come over Applejack. “Did I say something wrong?” Applejack scratched her chin with a hoof, thinking. “We gotta find this Silky Lady, or whatever the guy at the gate called her, right?” “That’s our only real lead, so I think it’d be a good idea,” Rarity replied. “And it’ll be awful hard to find her if nobody’ll talk to us, right?” “I suppose so. What are you getting at?” “Somethin’ I did while fixin’ another problem. Watch this.” Applejack took a lungful of air, and yelled at the top of her lungs. “DOES ANYPONY AROUND HERE KNOW WHERE THE-” Rarity stuffed her hoof in Applejack’s mouth, but it was too late. Figures started to come out of the ruined houses. Thankfully, they looked like normal ponies, albeit very sickly ones. Many of them stared at Rarity and Applejack with almost catlike eyes that glowed in the darkness, but all of them looked as if they were nothing but skin and bones. If some of them weren’t muttering what at least sounded like very irritated words, Rarity might have been convinced that they were being approached by an army of the living dead. Luckily, it was too dark to make out much more detail than that. The ponies of Undertown didn’t move further after revealing themselves. They simply sat and watched. Applejack prodded Rarity’s hoof, still frozen in fear after trying to silence her before. Embarrassed, Rarity pulled her hoof out of her friend’s mouth with a murmured “Sorry.” Giving her a slightly miffed look, Applejack stepped forward. “Howdy! I’m Applejack, and this is my friend Rarity. We’re lookin’ for the… what was her name again?” “The Lady in Silks,” Rarity reminded, trying her best to keep a polite smile on her face, but absolutely not succeeding. The muttering got louder, sounding more angry, but there were too many of them talking at once for Rarity to make out what they were saying. “Now what’s with all the ruckus out ‘ere?” From inside one of the larger houses, another figure stepped. The speaker was a stallion, with a lantern full of fireflies hooked to his side that made him much easier to see. At first, Rarity was sure she was looking at a diamond dog. Both his face and his tail were unsettlingly wolf-like. But the clop of his hooves as he came closer confirmed that he was indeed some kind of pony, and judging by the patchy top hat and cloak he wore, while several of the others he passed wore only bandages or tattered rags, likely one in charge. He had a grizzled, light gray coat, coal-black mane, and a thick, dirty beard that reminded Rarity of an old sea captain who’d fallen asleep on a trash barge. He had no horn or wings, so Rarity assumed he was an earth pony. The muttering quieted when the wolf pony stepped out. He greeted Rarity and Applejack with a surprised look. “New folk in town? You look too clean and fat to be from down ‘ere.” For some reason, those words set the townsfolk to muttering again, but the wolf pony silenced them with a glare. Rarity cleared her throat, stepping forward. “Our apologies for disturbing you, sir. My name is-” “‘Eard your names a minute ago. Mine’s Nail. I’m the mayor ‘round ‘ere. Why are you ‘ere?” The rude interruption caught her off guard, but she quickly recovered. “Yes, well, we were sent here by the princess to solve a problem that is supposedly going on. The gentlecolt at the gate said that the Lady in Silks could help us. Do you know where she is?” Nail scratched his chin, eyeing them with an unreadable expression. “Aye. I know where the Lady is.” He paused for a moment, then grinned. “If you like, me an’ some o’ the boys can take you there.” Rarity brightened. “Why thank you! That would be very helpful.” As Nail walked away, Applejack whispered in Rarity’s ear. “Somethin’ don’t feel right, but I can’t put my hoof on it…” “We don’t have much of a choice, I’m afraid,” Rarity replied. “He’s the only one around who’s offered to help us so far. And this was your idea!” Applejack didn’t reply to that, looking incredibly nervous as her eyes shifted around the village. Nail gathered up a few of the ponies who had been watching, as the rest retreated back into their homes. In the light of the lantern, she could see that many of them were far less well-dressed than even the patchwork cloak and hat that Nail wore. They wore tattered bandages and rags over most of their bodies, even covering most of their faces. What little she could see of them was somewhat unsettling; their eyes looked wild and scared, their mouths on occasion dripping drool. Rarity shivered as five of them gathered around her and Applejack and started to walk. To help dispel some of the tension, she decided to try and engage Nail in conversation. “So, Mr. Nail, why don’t you tell us a bit about your town?” He shook his head, looking like she’d startled him out of a stupor. “Eh? What about it?” “Well for starters, what are all of you doing down here? It’s not exactly the kind of place one would normally choose to live.” “It’s not so bad a place,” he replied, looking straight ahead onto the narrow path they trotted down. “Not a lot of food down ‘ere. Lady ‘as most of it.” Rarity shook her head, perplexed. Well, that was an effective dodging of the question. It’s like he didn’t even hear me! The other ponies Nail had gathered seemed to be oddly transfixed with them. Whenever they thought she wasn’t looking, Rarity often caught them openly staring at her. She and Applejack shared a look, wordlessly speaking the same thought; Maybe this wasn’t such a good idea.
Chapter 2The path out of the village was surprisingly complex. Nail lead them through dozens of winding twists and turns, on a path leading to a thick forest. Up above the treeline, Rarity could see a looming structure; perhaps it was some kind of mansion, or maybe a castle. Thoughts on the local architecture helped keep Rarity’s thoughts off of her rising panic. The townsfolk of Undertown slowly pressed in on her and Applejack, forcing them closer together. Applejack roughly shoved one who started to physically lean against her, but he barely stumbled. The bandaged stallion growled angrily, but Nail shushed him with an irritated look. As they reached the woods, any light from the mushrooms lining the path vanished. Only the weak glow of the lantern lit their way, and that was completely controlled by Nail. Rarity tried to light up her horn, but only received a sudden, pulsing headache for her troubles. The woods were dark and deep, but certainly not lovely. Unsettling skittering noises could be heard behind almost every tree. On occasion, walls of spiderwebs stretched across the almost invisible dirt road, blocking the group’s way. Instead of just brushing through them, or clearing them away, Nail made sure to painstakingly make his way around them. At times they stretched several dozen yards into the trees on either side. “Who exactly is this Lady?” Rarity asked Nail, unsure why she was whispering. “Why does she live all the way out here?” “Eh? She keeps to ‘erself alright. Better ask her.” This had been a running theme from Nail whenever either of them spoke up. Either their questions were dodged, or they were ignored outright. Escape wasn’t an option, what with the townsfolk pressed in on all sides. They couldn’t even come up with a plan without being overheard. “Shape up, we’re almost there.” Rarity squinted, trying to see some kind of structure ahead of them. The trees fell away on either side of them as they emerged into a circular clearing, once again lined by glowing mushrooms. There was even a small but beautifully clear pond in the exact center of the clearing. However, no structure stood anywhere that she could see. “Is this a place that the Lady in Silks comes often?” she asked, a small sense of hope attempting to overshadow her growing dread. “She don’t come ‘ere at all,” Nail replied. “That’s the point.” Then, pain exploded in Rarity’s nose, and she fell to the ground. It took her several seconds to realize that Nail had just turned and slugged her in the face. She heard Applejack yell, but wasn’t sure what she was saying. Out of the corner of her eye, she saw the other Townsfolk pounce on Applejack, pinning her down. Nail loomed over Rarity. From this low angle, she could see up under his cloak. She could see how he was practically skin and bones, with each and every one of his ribs visible. She could see that even his tail looked more like that of a wolf than that of a pony. She could see the fangs in his mouth as he leaned down towards her with a sneer. “Sorry Miss, but the Townsfolk are ‘ungry. Ain’t no food ‘round ‘ere. You’re the first ponies we’ve seen in over a decade who got any meat on their bones. We gotta take advantage.” Off to the side, Rarity heard Applejack scream. Nail’s head snapped in her direction, where one of the townsfolk had sunk his teeth into one of her front legs. “Oi! ‘Ave some bloody patience! We gotta bring this back to the village.” Rarity finally managed to gather her wits after her head stopped spinning. She climbed to her hooves and started to run. Sadly, Nail was much faster than he looked. After only a few rapid bounds he was able to pounce on her, bowling her over once again. “Sorry Miss. I wish we ‘ad another choice, I really do. But we don’t. We ain’t got no choice.” To her surprise, he sounded and even looked completely genuine. The look on his face was one of almost physical pain as he pinned her down. “I’ll make it quick. Just close yer- gurk!” With a strangled gasp, Nail was suddenly yanked off of her. Rarity watched as he flew several dozen feet. Three of the five ponies pinning Applejack also went flying, allowing her to wriggle out of the grasp of the other two. “Run!” A very young male voice called from the treeline. Neither Rarity nor Applejack needed further prompting. Both of them were up and running in seconds. Of course, they were also hopelessly lost in seconds. The woods were so impossibly dense that the trees may as well have been the walls of a maze. “Don’t just bloody sit there! After ‘em!” Nail yelled desperately from somewhere behind them. Rarity galloped through any gap in the trees that she could find. She wasn’t sure when she lost track of Applejack, but as soon as she noticed, she looked around wildly. Applejack was nowhere to be found. Looking around wildly while running turned out to be a very bad idea, as Rarity ran through one of the walls of spider webs, and plowed head-first into a tree. She struggled to get out, but her horn had stabbed into the trunk, and had gotten stuck. In the several seconds it took her to pull her horn out, Rarity heard frantic hoofsteps approaching. “Wait! Come back!” she heard Nail call. “I can smell you! You’re only making this worse on yourselves!” Once she’d gotten her horn free, Rarity tried to keep running. But after only a few more turns, she came to a dead end. A low cliff that was just too sheer to scale, with a ledge only slightly out of her reach. The hoofsteps grew closer. She desperately tried to jump for the ledge, but the dirt crumbled beneath her hooves, sending her tumbling back down. When she made it back to her feet, Nail stood between her and the only way back. The stallion panted as if he’d run an entire marathon. His eyes held a strange mixture of sadness and determination. “Please, don’t try to run again. I don’t wanna make this any ‘arder than it ‘as to be.” Rarity backed up until her back legs pressed against the wall of dirt. She tried to get her horn to light up again, but nothing happened except another headache. “N-now now! Surely we can work something out…” He shook his head as he stalked closer. “I can’t. Village needs food… I’ve got to…” He froze mid-sentence, eyes widening. He was staring at something directly above her head. “Good evening, Mayor,” a low, smooth voice purred from atop the cliff. “Nonononononoooooo!” Nail tried to run away, but was yanked off his hooves. Rarity had just enough time to see the almost imperceptible net of spiderwebs wrapped around him before he was pulled screaming up on top of the cliff, dropping his lantern right next to Rarity. There was no sickening crunch or brutal tear. His screams just stopped all of a sudden, leaving Rarity in absolute silence. “Well well well... “ the voice greeted. “What do we have here? A newcomer in town?” Rarity looked up. The speaker was just too far outside the light of the lantern for Rarity to see her face. What she could see as it descended towards her, was a spider leg as thick as her barrel. Rarity fainted.
Chapter 3When Rarity woke up, she felt like her horn had been viciously gnawed on while her head was bashed against a rock. Which, once she recalled what had happened before she fainted, she realized could very well be the case. However, the dirt beneath her felt unusually warm and soft. It was very non-dirtlike. It took her several seconds after opening her eyes to realize that she was in fact not on a dirty forest floor, but in a soft, lavish bed. A thick blanket of black wool had been put over her. The room she was in was unusually luxuriant as well. The carpet was plush and red, there was a large wooden wardrobe next to the bed that was in better condition than most of the houses in the village. There was even an unlit stone fireplace against the far wall. The only window was covered by metal bars, which stubbornly refused to budge when Rarity tested them. The door was locked as well, and Applejack was still nowhere to be seen. That was quite worrisome. Hopefully she was elsewhere in the house. Thankfully, her saddlebags had been left near the bed. She took out a small compact mirror to check her appearance, and grimmaced. Her mane was a horrible mess, and her makeup was even worse. She put the mirror back in the bag, and continued digging through it to find some tool she could use to escape. Through the wall with the fireplace, she suddenly heard a loud crash, then Applejack angrily yelling and banging on something. “I ain’t gonna tell ya again! Tell me where my friend is, or I’m gonna buck the door down!” “And I’m telling you, I really don’t feel safe letting you out of there until you’ve calmed down!” A male voice replied. “And you couldn’t buck through this door if you tried! Please stop ramming it. You’re going to injure yourself!” Rarity blinked. She knew that voice! It was the one that had called out to tell them to run back in the woods. “Um, excuse me?” She called out. Both of them suddenly went quiet. “Rarity! You okay, Sugar Cube?” “I’m a little roughed up, but I’ll survive. Where are we?” “No idea!” Applejack called back. “Last thing I remember is gettin’ pounced on by one of those wolf ponies. I must have hit my head on a rock or somethin’. Next thing I knew, I woke up here!” “I can answer that!” The male voice said quickly. “I watched you come into Undertown and meet Mayor Nail. The Lady knew what he was likely planning, so she came out in force to rescue you.” She could hear the skepticism in Applejack’s voice even through the stone wall. “If you rescued us, why lock us up?” “For my own safety and the safety of the house staff, we quarantined you to ensure you weren’t carrying any outside diseases. You’ll be happy to know that you are both perfectly healthy, other than a sprained muscle or two in Miss Yelly Pants, and some mild mana feedback in you, Miss Unicorn. I was coming to let you both out, when your friend here started threatening me.” “Call me Rarity, dear.” Since this was still a captor for the moment, it didn’t hurt to try and lay on the charm. “But please, could you let us out? I would greatly appreciate it, and I promise my friend won’t hurt you.” There was a long pause. “Are you sure?” he asked, sounding somewhat wary. “I won’t do nothin’ if you don’t do nothin’,” Applejack promised. There was what sounded like a jingling of keys from down the hall, followed by the creak of a door. “Alright… I’m trusting you here… The Lady wishes to meet you down in her laboratory, anyway. Don’t hurt me, and I’ll guide you down there.” She heard Applejack yelp, followed by the voice doing the same. There was a loud scrabbling noise. “Applejack! Are you okay?” Rarity called with worry. “I’m fine!” Applejack called back in a shaky voice. “Just a bit… surprised.” “Sorry! Sorry!” said the voice. “I forgot that surface-dwellers tend to freak out easily. Come along. I’ll let your friend out, and we can get going. My name is Spindle, by the way. ” “Alright. Rarity, you uh… might wanna get ready for this.” Rarity rolled her eyes. “Oh, please. I’m sure he can’t look that bad.” As the door opened, Rarity thought she was prepared for anything she might see. She was not prepared for a black widow spider that was bigger than her. She suddenly remembered the leg she’d seen just before she’d passed out. Her scream was stifled by one of Spindle’s front legs. His eight beady, black eyes seemed to show a lot of irritation for how simple they were. “Now now, none of that!” Rarity coughed and sputtered when he removed his leg. The taste of spider foot was not at all pleasant. “Sorry…” “Apology accepted. Now, come along. The Lady does not like to be kept waiting.” As Spindle scuttled out of the doorway, into a hall that was every bit as lavish as the bedroom, Rarity turned to Applejack. “Pardon my Prench, but what the hay is going on?” Applejack could only shrug. Rarity was almost more unsettled by the decor than she was by the giant spider. The hallway was lined with paintings. Some were landscapes, others were portraits. The faces of each and every portrait had been violently scratched or ripped out. Along with the paintings were several empty frames. At first she thought they were just empty ones for paintings, but as she got closer, she saw little shards of glass in the inside borders. The realization hit her that they were shattered mirrors. I suppose someone in this place isn’t body-positive. From other doors down the hall, other spiders like Spindle peeked out. Rarity could hear them whispering to each other. They sounded… excited? She really hoped that this wouldn’t end in them simply being eaten by something other than what they’d just been rescued from. Spindle lead them through the main hall and downstairs to the first floor. “Are we in that big place on the other side of the woods?” Applejack asked curiously. “Yes indeed!” Spindle replied with great enthusiasm. “This is the Lady’s manor. None of those ruffians from the town will dare come up here. The Lady would give them what for if they did.” They reached a dead end at the end of a hallway, where Spindle reached down and turned a lamp on the wall, causing a hidden door to swing open. “Here we are! Watch your step!” Spindle crawled up onto one of the side walls, giving Rarity and Applejack room on the narrow staircase to the basement. Instead of the blue mushrooms that had lit the village, the staircase was lit by lanterns that emitted an eerily normal white light. The staircase emerged into a well-lit room with a high ceiling. The walls were made of smooth stone, A table stocked with bottles of the same glowing liquid that filled the lanterns sat against one wall, blocked by an enormous silhouette. Of in the corner was a tall shelf filled with various jars and bottles of opaque liquids and mysterious solids. Rarity had subconsciously been expecting another giant spider after meeting Spindle, but not one this big. The red hourglass on her rear alone was about the size of a pony from nose to tail-tip, and was clearly visible even beneath the white silk shawl draped over the back half of her body. Eight pitch-black legs, each one three times as long as she was tall, impatiently tapped and stomped the floor. When the Lady in Silks heard them, she turned. Rarity was bracing herself for the spider’s terrible visage, but where the head of a spider should have been was instead the front half of a unicorn mare. Her coat was the same pristine white as Rarity’s. Her mane, cut in a short but elegant style, was velvet red. The pony body fused grotesquely with the spider body around where her cutie mark should be, and her front hooves dangled in front of her, giving her a total of ten legs. The Lady seemed to look at Rarity, even though her eyes were closed. Her face was covered in tiny little creases around her normal-looking pony eyes. They could have been more, smaller closed eyes, but for her own sanity Rarity pretended that they were scars. “Hello there...” The Lady murmured in a low, smooth voice, almost akin to a purr. “It’s so good to meet you. Spindle tells me that you’re from the surface.” Applejack managed to collect herself first. “Uh… yeah. I’m Applejack, this is Rarity. We’re here to solve some sorta problem here in Undertown. Somepony at the gate said you might be able to help us uh… ma’am? Is ma’am okay? Lady?” “Silk or Lady Silk will suffice,” the Lady replied. “What’s this problem you need help with? Perhaps we can discuss it over dinner?” As she said that, both of their stomachs grumbled. “I think that might be a good idea,” Applejack admitted. Lady Silk smiled. Rarity gulped when she saw a pair of very non-pony fangs in her mouth. “Excellent! Spindle, is dinner prepared?” “It is, milady.” Spindle replied, giving a very sharp salute for a spider. “Very good. Show our guests to the dining room. I will be along in a moment. We have much to discuss.” She paused, then added with a tiny grin, “I am very much looking forward to it…”
