"WHY IS IT ALIVE?!" Fluttershy tried her best to ask while running at full gallop.

"WHY ARE YOU ASKING ME?!" replied Scootaloo, who was barely keeping pace. Behind the fleeing ponies, the great dinosaur followed them in a hungry trot, not quite roaring, but emitting loud growling sounds from its nostrils.

"We need to warn the others!" Fluttershy said, guiding Scootlaoo through a sharp curve to try and lose their pursuer. As she drew closer to the planetarium, a light flicked on inside her head: there was still a filly roaming the halls, the one who had gone to the vending machines. She stopped abruptly about 20 feet from the doors; the dinosaur still hadn't rounded the corner.

"Scootaloo, you go in and warn the others, get them someplace safe. I'll go try and find--"

Suddenly, a scream came from the opposite end of the hallway. A small pink filly adorned with snack food was being stared down by a massive, salivating reptile.

"Fluttershy!" Scootaloo called as she ran towards the doors. "Try using The Stare on it!"

She gasped. "The Stare!" Filled with a jolt of confidence, Fluttershy dashed through the air towards the predator, calling until it turned to look at her.

"Now listen here, you big bully!" She locked eyes with the flaming red orbs set in the massive skull. "I'm not going to stand by while you terrorize these..."

Fluttershy slowed the longer she stared into the dinosaur's eyes.

Something was wrong.

"...innocent... little... fillies..."

Not only did her trademark tactic seem to be failing her, she felt a sharp pain inside her head as the tyrannosaur's eyes burned into her own. It was as if somepony had heated a railroad spike until it was red-hot, then plunged it into her temple. The more Fluttershy tried to exert The Stare, the more intense the pain became.

The creature emitted a growling bellow and attempted to snap its jaws around the flying mare, who was just able to flap out of reach. The filly below made a mad dash for the door in a blur of fearful noise and tears; all the commotion she caused made the tyrannosaur turn its attention downwards.

Fluttershy feebly attempted to grab the animal's head and intervene, but it forcefully butted her with its snout, and she landed on the floor a distance away. She was just able to clamber to her hooves to witness a squealing pink filly being lifted delicately in monstrous jaws lined with eight-inch teeth.

"NO!" Fluttershy instinctively screamed, reaching a hoof out in vain. The behemoth down the hall turned to look at her with those blazing eyes. Those malicious, unfeeling eyes. The filly cried, knowing what was about to happen.

There was a tense silence between Fluttershy and the creature. The pain in her head was beginning to subside, but she barely noticed over the rapidity of her heartbeat.

The creature forced its massive jaws closed, bisecting the filly in a gush of blood and spinal fluid. The sound was positively sickening, a combination of a living voice being killed, the soft squish of viscera, the crunch of bone, and the splatter of entrails on the polished floor. Fluttershy gave a gasp-scream, trying to hold back her tears and the contents of her stomach. She slowly inched back towards the doors, unable to pull away from the shocking sight. Scootaloo dashed out and pulled her inside by the tail by the time the T. rex had finished its meal.

Inside the planetarium, everypony was awake and alert. Scootaloo had convinced them of some vague danger, but left off the specifics for fear they wouldn't believe her. Rose Garden was performing a headcount of her troop, Tag-a-Long of hers.

"That's everypony from Ponyville." The little filly said as she finished tallying. Scootaloo approached the group with the chaperone in tow.

"Da, da, duh-da..." Rose Garden hummed nervously as she counted the fillies in her head. "Wait... where's Bubblegum?"

"It ate her..." Fluttershy said quietly, her face still a mixture of shock and panic.

"What?" Rose asked, unsure of what she'd just heard.

"It ate her..." Fluttershy murmured again. "That... thing ate her..."

"Ate her?" The troop mother asked. "What do you mean, ate her? What the hay exactly is goin' on here?"

Fluttershy felt something snap within her mind, and she grabbed the mare's shoulders. "THE DAMN THING ATE HER!"

As soon as the words had left Fluttershy's lips, a roar came from the hall that shook the ground. Something big impacted the wall opposite them. Some bricks above the doors were being pushed out. The fillies all collectively screamed and huddled around the adults in the room. It only took a couple more rams before a great head emerged, a foot crushed the door frame, and a body pushed into the room. The great jaws snarled, the snout spattered with blood and pieces of Bubblegum stuck between its teeth.

A shrill chorus of fright rose from the girls as the herd of fillies rushed helter-skelter away from the great beast. From an opposing door, the orange form of Keyes, the security guard, burst through, wielding a flashlight and a truncheon.

"Get back!" He yelled above the clamor "Retreat to one of the bigger halls, find shelter wherever you can!"

"Come on, everypony!" Rose Garden called, organizing as many fillies as she could. "To the Hall of the Animal Kingdom! This way!"

Fluttershy managed to snap out of her trance and, along with the Crusaders, began corralling fillies towards the escape route.

"Hey!" Keyes shone his flashlight in the creature's eyes and twirled his weapon in readiness. The titan briefly recoiled in blindness, but quickly identified its next target. The guard's club was useless against the creature's skull plate as it leaned down to clamp its jaws around his upper half. His spine quickly broken, Keyes was shaken in the beast's maw like a ragdoll before being dropped to the cold floor below. The hunter's nostrils inspected the limp corpse, but it appeared to be turned away by the scent of his uniform. This sacrifice was enough of a distraction for the Filly Scouts to slip away into another exhibit.

"Sweet Celestia, what are we going to do?!" Fluttershy asked amid panicked breaths. "This is a nightmare! That thing just destroyed somepony!"

"One thing we are goin' ta' do is calm down." said Rose Garden, grabbing Fluttershy's shoulder with a hoof. "We can't make wise decisions if we're freakin' out, dont'cha know?"

Fluttershy took a few deep breaths to center herself, even as fillies huddled around her in fear.

"Okay..." she said calmly. "What should I do?"

"I'll admit I don't know how best ta' deal with somethin' on this here scale," Rose explained in level-headed fashion "but I know we have some things we can do, and some things we can't. We can't try and get outta here the front way, because that big beastie will just barge its way through the glass and be loose in the City o' Vanhoover. We can't, as far as I know, put up much of a fight against that thing, but we may be able ta' hide from it. We can try ta' shelter in place, like we would with a storm or some other force o' nature, or we can keep movin' and hope we can evade that thing better than it can track us."

Cherry Sweet approached the two adults, looking a little shaken, but none the worse for wear.

"I'm ready to help execute whatever plan you both deem wisest, ma'am."

Fluttershy bit her hoof in thought. Which would be better? Sheltering in place could be a good option, except that if they were found, they'd have become a living buffet. Staying on the move might be the better option... but there were only so many places they could go to, and no doubt the dinosaur would be hunting them the entire time. And what would they even do once the sun came up? Would that thing still be stalking them?

"I wish Petunia Paleo were here." Sweetie Belle mused. "She could probably tell us how to handle a dinosaur..."

"If only there were somepony who had her merit badge in Wilderness Survival..." Tag-a-Long added coyly.

Apple Bloom scowled. "I don't think knowin' how to build a lean-to is gonna help us survive bein' chased by a meat-eating dinosaur, you dumb bi--"

The filly's bout of anger was cut off, both by Fluttershy's wing and a low roar from somewhere within the museum.

"We'll discuss your choice of words later, Apple Bloom!" Fluttershy reprimanded. "For now, everypony hide!"

"You heard the mare!" Cherry Sweet shouted to her troop. "Take cover!"

Several of the fillies took cover among the taxidermized animals, along with their guardians, while others slipped off into side hallways or hid in the crooks of doors. Ponies could be heard shushing each other as they hunkered down to save their lives. The Crusaders pushed in close around Fluttershy, hiding behind the dense foliage of one of the exhibits.

In the distant halls, the noise from the great reptile was getting closer. As it drew near, the huffs from its great nostrils could be heard investigating the doorway, probing it for a weak point to thrust its great body through. The fillies nearest said door tried to quietly move away from it, silent terror spread across their faces. Finally, the ravenous beast burst through the doorway into the room; several fillies scattered impulsively, screaming shrilly, but the dinosaur was too distracted by the new sights and smells presented by the taxidermied wildlife. Fluttershy, Apple Bloom, and Scootaloo simultaneously slapped a hoof over Sweetie Belle's mouth when they noticed she was about to scream.

The hunter probed the stuffed giraffe with its drooling snout, standing tall enough to look it in the eye. The great jaws opened with a snarl and snapped the model's head off, stuffing floating to the floor as the predator thrashed its kill about. It wasn't long, however, before it realized that what it was gnawing upon wasn't food; dropping the crushed lump of cotton, the beast turned its head to focus on a movement spotted in its peripheral vision. It took two large steps into the swampland exhibit, trampling fake reeds and a mounted cragadile to snap at one of the Vanhoover fillies who tried desperately to hide, then run. Her screams were loud already, increasing in volume as the monster sunk its teeth into her hind leg and tossed her into the air, and going silent as she disappeared behind its cage of teeth.

Fluttershy poked her head up from behind the wings she'd used to shield the Crusaders' eyes. Glancing over, she caught Rose Garden motioning to her as she guided all the fillies she could find quietly out a nearby set of doors.

"Come on, girls." Fluttershy whispered as she carefully led the three fillies towards the exit, keeping themselves low in the plastic undergrowth. Across the exhibit hall, the tyrannosaur occupied itself with another taxidermied target, yet again stymied by a mouthful of cotton.

Outside the Hall of the Animal Kingdom, the herd of ponies ducked into one of the many side hallways that crisscrossed the museum and connected its larger exhibits. Fluttershy took a quick count of all her fillies; Ponyville hadn't yet lost any. Vanhoover, aside from the two she had seen devoured, was still missing four, likely those which had been scattered by the dinosaur's appearance. Hopefully, Fluttershy thought, they were finding safe places to hide.

"Okay... staying put didn't work like we'd hoped there now." Rose Garden said, turning to Fluttershy while sheltering some fillies under her forelegs.

"What are we gonna do, Fluttershy?!" Sweetie Belle cried, tears streaming down her cheeks and terror in her voice. The other fillies around her starting bombarding their chaperone with similar questions.

Fluttershy, though still horrified by this entire situation, had managed to calm herself enough to think clearly under pressure.

"Its senses must be more keen than we thought." she said. "We'll have to keep moving... try to confuse it... maybe find someplace small that it can't reach. Who here remembers the layout of the museum?"

There was a brief pause in the frightened clamor, everypony going silent to await a response. Suddenly, one came from Tag-a-Long, who emerged from the back of the crowd.

"I snagged a map of the museum on our way in earlier today!" she proclaimed, holding up the rolled-up paper. "I, uh... I like maps..."

"It's a good thing that you do..." Fluttershy thought to herself as she took the map and unfurled it between herself and Rose Garden.

"Okay, we're right here." Fluttershy pointed with her hoof to their position, in another corridor a ways over from the animal hall. "We could try and split up to find someplace safe... o-or maybe we should stay on the move together?"

Rose could see Fluttershy's trepidation starting to show through, so she put a comforting hoof on her shoulder.

"Dearie, if we do decide to split up, I think I've got a spell or two that'll let me get a word through to ya. I'll stick around if ya need me to, though. Let's face it, this here is... this is a nightmare. I don't fault ya for being' scared, Fluttershy; I'd be absolutely frightened outta my wits and huddled in the corner if it weren't for all o' these fillies needin' me to be strong for 'em. So I encourage you, sweetheart, to summon up all the strength an' bravery you got in your little heart, because our objective now is to keep these girls as safe as we can."

Fluttershy wiped away a tear from her eye and smiled gently at Rose. She gently put a wing around the older mare in a wordless show of thanks. As Tag-a-Long and Cherry Sweet organized the troops behind them, Fluttershy turned her attention back to the map.

"I was thinkin'..." Rose said, gesturing to the map "that if we split up, we could take routes either side of this hall and search for those four missing fillies."

"And we can also look for a safe place to hide and regroup afterwards." added Fluttershy.

Rose nodded. "If that thing comes towards ya, try ta' lead it away from the planetarium. I got a feelin' that the lost fillies may be lookin' for someplace familiar ta' hide if they aren't anywhere nearby, don'tcha know."

"Alright..." Fluttershy nodded an affirmative and gave a nervous sigh. "Here's hoping this works."

Rose turned and presented the map to Cherry Sweet, asking her to memorize it. After the filly took a couple of minutes to practically stare through the paper, she nodded, and Rose passed it back to Fluttershy.

"You hold onto the map, dearie. Cherry Sweet here can commit anything ta' memory when she puts her mind to it."

Tag-a-Long turned to briefly regard her counterpart. "Good luck."

Cherry briskly stood at attention. "I wish you a fortuitous expedition as well, Tag-a-Long."

"Alright girls," Fluttershy said, turning to Tag-a-Long, the Crusaders, and the rest of her Ponyville troop. "Let's move. Quickly and quietly."

She prayed the night would be over soon.

Author's Note

Don't know how good this chapter turned out compared to what I'd had in mind, but hey, at least I finally drew first blood in this horror story!

I hope to make it even better from here! 😈