Author's Note

Gore warning applies.

Paranoia

"Have you noticed that Twilight Sparkle has been acting oddly as of late?" An elegant voice trickled into her mindscape but she chose as she has been the last few days to ignore the distraction.

"Yes, each time we invite her out she refuses..." Came a softer and more subdued voice which she knew belonged to a familiar yellow Pegasus.

"Should we stage an intervention? Ya know how she gets about her studies." The voice of reason was a tempting source but she pressed on letting her eyes focus on the sight outside of her window. Her ears of course flickered with each sound she heard within her friend's discussion, but their voices were a mere mixture among the screaming.

"I don't think I have seen Twi look at a book for a week. Something is definitely up you guys." A scratchy voice which was tinged with bravado. Closing her eyes she took a deep breath knowing that they were not aware that she was tuned into their conversation.

"She hasn't yelled at me for days so that's how I knew something was not right..." Spike. She winced at the thought of her number one assistant as she was currently looking out at him. Well not him, but the other one that looked like him.

A headless abomination greeted her and she gasped softly as it lagged behind the white one, the purple scales chipped off and fell slack onto the dirt. A crimson splash of blood mixed to make a mushy brown that was darker than the holes in the white one's face. It's purple mane was long and coarse and the horn was broken as it sparked every now and then catching Twilight's attention like a moth to a flame. It limped much like Pinkamena did but it clearly had a broken foreleg that dirtied itself with each step. The white one's coat was a filthy and appalling sight but the peeling of the pony's flesh made Twilight want to vomit. The rotting pony if it could be called one always moaned and whimpered painfully but it moved towards her and it never stopped.

Glancing away with a whimper Twilight cuddled her own body closer, the book held to her chest being among one of her favorites. Tears dripped down her matted fur and she sobbed in fear.

"They can't hurt me. They can't get in...I won't let them. They're not real..." Twilight sobbed whispering to herself frantically when she heard a thud. Knowing she should not look to see her eyes betrayed her and she found her own body of its own accord looking at the window to see another horrifying sight. She held in a scream as her throat tightened and constricted painfully. She heard the sounds of hooves hitting her window and the visible cracks the impacts made brought her to action, quickly she surrounded the window with her magic to keep it from breaking in.

"No! You cannot get in! I will not allow it!" Twilight shouted knowing better to speak to it as she struggled against the orange one's strong punches.

"Twilight...help..." Applejack's broken voice uttered and she closed her eyes not wishing to look into the pitch black eyeless creature that was in front of her. They had never dared to get so close, but tonight they were grouping up on her begging for her help.

"You're not fucking real!" Twilight roared silencing the discussion her friends had been having in the hallway. There was no doubting that they had heard her shouting.

"Twilight!" She heard a chorus of shouts say but they only seemed to blend in with the other voices and she screamed in terror when Rainbow Dash appeared in front of her. Too shocked to say anything Twilight collapsed on the floor because instead of her cyan friend she saw the other one, the one who's wings were torn apart and who's fur was covered completely with blood and muscle. The Rainbow who had no left eye and who groaned for her to help her, help her, save her. The Rainbow who was not really her friend but looked like her and sounded like her.

A cracking sound greeted Twilight and she thrashed out in defense and before she had realized what she had done she threw Rainbow Dash at the window and out of it effectively breaking the window into a thousand shards. Screams met her ears once again, but this time they were real.

"Twilight, what have you done!?" Fluttershy shouted and she gasped when she grabbed her bringing Twilight out of the darkness and back into reality. Gasping again as if she had been underwater for several minutes Twilight coughed the pain of the shards of glass letting her know the consequence of her actions. Glancing to her horrified friends she blinked rapidly when she saw Rainbow Dash who had managed to land safely back inside. She had several cuts across her face and body from the glass but otherwise she was relatively unscathed. Touching the arm of her friend she stood up from the imaginary hole she had tried to hide in to look at Rainbow Dash clearly seeing that she had been mistaken to believe it was anyone but her best friend. The weight of her crazed action set in when she thought about what would have happened if she had thrown Applejack or Pinkie Pie out the window instead.

Breaking down into pitiful sobs Twilight crawled from Fluttershy's grip to Rainbow's asking her over and over for her forgiveness. Stopping when she felt wings cover her back she glanced back up to look Rainbow in the eyes noticing an almost pitying stare that she had never seen before. Blood still dripping from her wounds she brushed Twilight's mulberry coat with her hoof before she sighed deeply.

"Twilight, you need to tell us what is going on." Rainbow insisted earning nods of agreement from the others.

"Please tell us why you looked so afraid darling!" Rarity urged with tears in her ears having never seen Twilight look so ragged, the look in Twilight's eyes when she had seen Rainbow had been telling enough. Pure terror.

Silence reigned for the first time in days and Twilight swallowed her breaths as her chest rose and fall in rapid bursts. They were gone now that her friends were in her room and she closed her eyes not being able to bare looking at them.

"Please Twilight, we're worried about you!" She heard Pinkie Pie say in a hurt voice that tore her to shreds.

"I can't!" Twilight yelled knowing that she owed an explanation to them, but it was not one she was willing to jeopardize them with. "I just can't!" Twilight sobbed out falling into Rainbow Dash and Applejack's arms. Looking to each other they seemed to make a decision right then.

"Then we have no choice but to call for backup." Applejack whispered her voice sending fear to tremble its way back through Twilight's mind. Sensitive to the stimuli Twilight pulled herself away and she pulled her body into a corner.

"I want you all to leave." No don't leave. "I do not need your help." Help me. The words were harsh and cold but it seemed to almost deter her friends from pushing Spike to send a letter. Looking at Twilight with sadness, Spike sent a letter to Celestia even while the Princess of Friendship glared at him the whole while. Blocking them from her with a bubble of her magic she curled back into her own body, sadness filtering in when she heard the voices again.

"Don't worry Twilight, we're going to get you help." She heard Spike say after several minutes but she chose not to respond knowing that if she spoke to them she would be putting them in danger. Now she was a danger to others and she was aware of it. The pitiful sight before her did not change her mind when Spike left the room his ears dropping along with the other mares who knew they had no physical way of reaching Twilight.

"Starlight...?" She heard Applejack whisper but that seemed to only earn shakes of their head. Sighing Applejack stopped by afterward with a plate full of food before she left to wait with the other mares outside of Twilight's room.

"I'm scared..." The yellow one mumbled out receiving a chorus of encouragement from her friend's which seemed to say that Princess Celestia would know what to do.

Moaning of her name entered her ears but she remained under her pink protective bubble, the flicker of her magic only dimming when she let her eyelids fall closed.

"...Don't let me die...Twilight..." A groan of Starlight's voice said and her violet eyes snapped open her screams being met with running when she was greeted with Starlight's head on her plate. The food was gone now and she covered her mouth with her hooves at seeing blood trickling onto her crystal floor. It pooled at her hooves and dizziness flooded through her when Starlight's horn fell onto the floor. The missing limb displayed Starlight's brain which oozed red and Twilight vomited in her own mouth trying to close her eyes but being unable too.

"How could you let her die?" A new voice greeted her and she gasped when Fluttershy appeared in front of her. In her hooves was Starlight's head which eventually slipped from her grip falling in a splat on her floor.

"Now you have to eat this!" Her friend shouted out angrier than she has ever heard her. She looked normal to her and yet the buttery Pegasus held a disgusted frown as she pulled out a spoon out of nowhere. "Twilight you need to eat..." Fluttershy proceeded to say and she inched closer after having scooped part of Starlight's membrane on it as if her head was made of jelly. Gagging in shock Twilight tried to use her magic to stop her but her horn failed to power up only creating a puff of smoke to spew from her violet horn.

"No!" She screamed out when Fluttershy grabbed her by the chin. "Don't worry, it's good for you." She went on to say no longer seeming angry at Twilight despite the fact she was now squishing their friend's face with her own back hooves. The sound of squishing caused her to cringe once a spoonful of brain was forcefully shoved into her face. Not wishing for it to touch her mouth she kept her lips closed and she violently thrashed when Fluttershy slapped her in the face. Blood spilled onto her face but she continued to resist.

"Twilight, you're being a bad pony letting this all go to waste." Her friend remarked with disappointment. She had stopped trying to force feed the mulberry pony now but the sounds of groaning greeted them both. Opening her eyes slowly she watched as the Pegasus dropped the spoon onto the plate. The clink of the silverware ringing loudly as she took in Applejack who was lumbering over Fluttershy when she stood away from Twilight. Not seeming to see Twilight at all she shifted to sit in front of the plate, a hungry look in her green eyes as she took in the sight of Starlight's rotting head.

"Looks like good eatin'." Applejack chuckled out lifting up a fork before she stabbed Starlight's eye with it. Lifting it up with a snap Twilight watched as she rolled the root of the eye like it was spaghetti. Feeling the fire of her stomach acid rising up she vomited on the floor in front of her not caring that her friend's were giving her disapproving looks.

"Stop...please..." The princess sobbed out when she accidentally breathed in the horrible smell that the room was permeated with.

"But we can't let good food go to waste." Applejack growled as she pointed the fork at Twilight before she slipped the fork into her mouth. She munched on the eye and her chewing sounds flooded the room, the smacking of her teeth the only sound Twilight could hear. She had tried to cover her ears but it was futile attempt since the room seemed to act like an amplifier for the horrendous sounds of squishing and chewing. When she eventually managed to peek an eye open, her breath hitched when she saw that Applejack and Fluttershy were feasting on Starlight's head and body. The crunching of cartilage and muscle made her feel feint as they continued unrelenting in their feasting. Twilight wanted to stop them and she continued to try but her magic refused to escape her horn, the feeling much like a balloon that refused to explode. A ripple of pain shot through her head under her horn and she stopped her attempts the pain making her feel weaker and weaker. Gasping quietly she pulled her heavy body further into the corner of the room as far as she could get away from the horrific sight in front of her.

"Mhmm." She heard Fluttershy whisper with delight and she swatted her away when she moved to offer Twilight a piece of ear.

"I'm not hungry..." Twilight gulped out as she trembled when blood splattered all over her when Applejack moved to break open Starlight's ribcage. Shaking like a leaf, Twilight started to sob into her hooves hoping this was a nightmare she would wake up from.

"Guys! You're having dinner without me?" A jubilant voice called out and suddenly the door to her bedroom broke open as a pink hoof busted it's way through it. Soon Pinkie Pie came bounding into the darkening room and Twilight's vision became hazy when she saw that Pinkie was holding Shining Armor's helmet. Feeling alarmed she stood from the corner as anger ran through her.

"Where did you get that?" Twilight questioned Pinkie Pie who looked to be a fish out of water when she heard Twilight's question. Giggling as she usually did she shrugged, "I found it!" She stated simply putting it on her head only for blood to drip from the helmet down her pink fur. She appeared unfazed by the blood and she hopped around the room while her friends Applejack and Fluttershy continued to eat like wild wolves.

"Tell me where my brother is!" Twilight insisted with alarm stopping Pinkie Pie as she had been hopping joyfully on her mattress. Turning her head an impossible 180, Pinkie Pie's smile dropped to a smirk.

"The Princess does have a backbone." She chuckled out darkly, the sight of her friend's head bending an impossible angle almost perturbing her as much as the sight of a dead Starlight Glimmer on the floor.

"I'm not kidding, tell me now!" She yelled out stomping her hoof onto the floor for further effect. Giggling once again Pinkie appeared to be humoring her. Twisting her body around with her head she stood from Twilight's bed and she stepped past one of Starlight's legs.

"You're at our mercy Twilight. Eat and I will tell you what you want to know!" Pinkie said with a cheery smile not showing of the true depravity of her words.

"This isn't real...oh Celestia where is Luna?" Twilight questioned looking around hoping any moment that Luna would appear in a white flash and save her.

"Luna can't save you. No one can save you." She heard Applejack state simply as she spat out a bone after devouring the flesh off of her student's foreleg. "Trust me, I know." Applejack said with a tired nod as she slumped into a sitting position. She burped as if to show she was full and much like her actual friend she made a show of excusing herself. Looking back over to the devious version of her friend she frowned tired of feeling afraid.

"And what if I don't?" Twilight asked with a tilt of her head when Pinkie Pie snorted at her.

"Then you'll have us here forever and ever and ever and...you get the point?" She asks before she lays next to Fluttershy who was still eating part of Starlight's brain. Groaning at the sight Twilight gulped nervously when her magic continued to refuse to work.

"This is just a nightmare. I cannot reason with somepony that isn't real." Twilight mumbled to herself hoping what she was stating was true or else this meant her friend's were murderous cannibal's and that her student was actually dead.

"The only nightmare is that dress you're wearing." Rarity gasped out and she nearly stumbled onto the floor when she found that she was no longer in her room. Glancing around in confusion she sighed with relief when she saw that there were no cannibals in sight.

"W-What was that Rarity?" She asked her unicorn friend taking note that Rarity was wearing a beautiful sapphire colored nightgown that suited her completion and colors well.

"You spilled punch on your dress Twilight, we need to get you a new one stat!" Rarity declared yanking her away from the crowd of noble ponies that had been crowding around them. They looked to be at the Grand Galloping Gala, but Twilight could have sworn they had already attended it this year.

"Oh...it seems I did." Twilight commented with a blush not remembering the events before this one as the comical sight of a unicorn dragging the princess into the bathroom was caught by all passerbys. She wanted to say something to Rarity but she knew better of it so she allowed her to drag her along even when Spike tried to stop them.

Finally stopping Twilight sighed contently at finding herself within a completely regular Canterlot bathroom with its marble counters and freshly scented air. Although it stunk of snobbery she could appreciate the nice floral scent. Smiling to Rarity who appeared to be digging through an enormous bag that she thought had originally been a small hoof bag. Twilight giggled at the sight of multiple dresses that flew out of the bag, each color reminding her of Rainbow Dash's mane.

"No... certainly not...aha!" Her ear flickered and she heard Rarity rejoice after she pulled out a pink, blue, and violet piece that seemed to be made for her. Lengthwise it was violet with blue straps and pink stars which glittered throughout the dress.

"Wow Rarity, that is beautiful." However, suddenly once she put it on everything began to get hazy and once she glanced to the mirror she gasped to see Rarity's face was gone and she watched the room steam as her white fur melted off the muscle.

"Oh it is my best piece!" She watched Rarity say but it was muscle and eyes speaking while her teeth clicked together. Terrified she kept in a scream so as to not alarm her companion.

"Is something wrong dear? I can find another if you wish." A downtrodden version of Rarity said sending shivers of fear to shoot through Twilight's coat.

"No it's lovely! I am going to rejoin everyone now! Goodbye!" Twilight blurted out as she high tailed it out of the restroom. Ragged with adrenaline her hooves carried her away and out the door until she was outside. To her great relief no pony else was around so she could catch her breath. The images of her friend's face haunted her and she tried to get rid of it to no avail. She knew Rarity would never harm her but to see her in such a way terrified her to no end.

"Hey egghead, are you skipping out on the gala too?" Rainbow said and she winced not wishing to see anymore of her friends tonight.

"Not quite...I just needed some fresh air." She laughed nervously avoiding looking at the cyan Pegasus with all of her might. She heard the sounds of wing flaps decrease as Rainbow landed down to the ground beside her. She could see her from the corner of her eye but she did not want to chance what she might bear witness to.

"I get that, it can get really stuffy in there with all those rich ponies." Wait a moment...

"But you want to see the Wonderbolts, don't you?" She asked as nervous as a pig in a beauty pageant.

Rainbow chuckled in response, "The Wonderbolts? That's a classic!" And she laughed and laughed until she was certain Rainbow was going to cry.

"What's so funny?" She questioned turning despite the warning bells in her head. Despite this Rainbow appeared perfectly normal to her.

"You, thinking the Wonderbolts still exist."

"What are you talking about?" Twilight went on confusedly, her eyebrows raising with her disbelief.

"They're dead. You went to their funeral, don't you remember Twi?" She said appearing worried to her even though Twilight felt it should be the other way around.

"D-Dead..." She gasped out about to question her further when she noticed that Rainbow was frozen. Standing stock still she moved to touch Rainbow's muzzle only for it to remain open as she had been about to speak again.

"What the..." Only now the music from inside stopped and when she looked around she paused to see the stars in the sky had stop twinkling and the cool wind she had been feeling was gone as if it had never existed.

"Hello!" Twilight shouted and her voice echoed like she was inside of a tunnel until she actually was. Warily she shielded her sensitive eyes from the bright white light that blinded her with its intensity.

"Hello anypony?!" She called out nervously walking towards it as the darkness of the tunnel behind her closed in. She did not know why but the darkness was causing her fur to stand and chills ran down her spine when she chanced a glance behind her. There in the far misty fog walked six figures and they seemed like familiar shadows but she could not pick up any distinctive figures due to how far away they were. Turning to look back at the light she trotted forward in a dash hurrying away from the figures she was certain would horrify her if she looked at them.

Then she heard one of them speak.

"Don't leave us...don't go." One of them croaked and it was Rainbow Dash's voice clear as day.

"Twilight you can't abandon us!" She heard Rainbow scream and she tried to ignore her friend as she ran forward the light seeming to get further and further away the faster she ran.

"Twilight! We need you!" And their voices merged together into horrendous wails as she pressed on relentlessly.

"You don't need me anymore!" Twilight shouted startling awake once one of her hooves briefly touched the pure white light. Gasping and heaving her eyes darted around the clinically white room she was in. It looked like a sterilized environment and it was not homely in any fashion. Painfully white she winced upon seeing the tiles matched the padded ceiling and that the lightbulb hanging above her was directed towards her face. Shielding the light away she shifted up from the white bedsheets to look around and yet nothing greeted her besides the sounds of beeping which she knew was her heart rate being recorded onto the device she was hooked too. Sighing softly she tried to calm her heart beat back down to avoid tripping an alarm as she took in the other devices she was hooked too. One simply appeared to be feeding her some medicine while the others kept check of her vials. Twisting slightly she winced when she realized she had one that collected her bowel movements. Immediately she felt suffocated knowing she could not move until somehow freed her of the devices that were embedded inside of her fur. Licking her dried lips nervously she tried to gauge what day it was.

"Princess Twilight Sparkle." A heavenly voice said and warmth erupted through her at knowing that voice. Looking towards the voice she smiled at the sight of her friend Princess Celestia.

"Celestia!" She said but her voice came out in a weak croak as if she hadn't spoken in days. Celestia's white face appeared passive while her heavy hoof falls echoed against the tile. Matching with the room she appreciated the multi-colors of her mentor's mane which gave the dull room some color.

"Where am I?" Twilight questioned bursting with questions she hoped would be answered soon. Trembling slightly Celestia magicked the cover back over Twilight who had been feeling cold but seemed unaware of it.

"You are nowhere." Celestia answered in a cryptic manner and confusion rushed through Twilight.

"It appears I am in a hospital of some kind." She went on her eyebrows crinkling.

"Yes, a hospital of sorts Twilight." Celestia replied stopping to sit next to the bed that she still managed to tower over because of her gran stature.

"Of sorts?" Twilight whispered out not understanding the vagueness of her mentor. Chuckling with sympathy Celestia brushed Twilight's mane cut gently before she offered her a gentle smile that seemed to say everything was fine.

"Remember how my sister Luna can jump into our ponies dreamscapes?" She asked receiving a nod from Twilight who's attention was rapt.

"This is a dream Twilight much like the others." This earned a sigh of relief. "I knew it." Twilight mumbled out seeming especially relieved.

"But..." Celestia began her smile disappearing along with the sunlight that had been gleaming through the room.

"There is something you have yet to be told about your ascension Twilight." Sensing and seeing the shame written upon Celestia's face she sat up only to accidental unhook one of the machines that had been attached to her foreleg. Ignoring it she urged Celestia to continue.

"Are you really here?" She could not help but ask knowing that Luna and Celestia could switch duties if they wished due to Starlight's spell. Keeping an uneven smile Celestia stroked Twilight's head again before she spoke, "No, only in your mind but you already knew that." She said causing distress to ripple through Twilight.

"Then how are you-how am I going to tell myself new information?" She questioned not quite grasping she was arguing with herself only with Celestia's form.

"That's just it Twilight. You already know what I am going to tell you." But that only seemed to create a tension of frustration in the air. In result, the room darkened and an inky black began to seep up from the floor.

"Then tell me!" Twilight protested knowing she would never raise her voice to the real Celestia. Sighing in an disappointed manner Celestia stood from her spot next to the bed. Walking to the machine Twilight watched in confusion when she disconnected the heart monitor creating a loud beep to enter their ears. Wanting it to stop Twilight used her magic to destroy it which Celestia did not react too.

"How do I make them go away?" Twilight soon pleaded overcome with emotion as the room became darker and darker. The ink continued to drip from the ceiling onto the floor as it eroded everything around her and Celestia away.

"Make who go away?" Celestia merely rebuffed appearing as confused as the purple alicorn.

"Them! the dead images of my friends! The monsters...!" She sobbed hoping desperately for an answer. "I am so tired of feeling haunted. I just want to die!" She went on warm tears streaking down her face as she sobbed. "Just anything to end this pain...I cannot handle feeling so afraid and alone." She admitted pulling her hooves up to her face as she cried. Feeling a hoof touch her shoulder in sympathy she was surprised to see she was no longer in the inky black hospital room but she was instead back in her bed inside the castle. No one was in her room like last time and a lot of the surfaces seemed like that hadn't been dusted in awhile but to her relief she knew now that she was awake. Tentatively she stretched her limbs and she stood from the bed pausing since she was a little wobbly. Sighing softly she carefully peeked out the window only to see the mailmare Ditzy Doo was flying through the air. Thankful for the normalcy and the distinct lack of the haunts from before she managed a smile as she moved to brush her tangled mane.

Looking up at the mirror on her vanity she quickly ran a brush through her dark multi-colored mane. Everything about her face looked the same to her and she gave her reflection a pearly smile. Finishing anything else she used to do in the morning she trotted joyfully downstairs having not felt this rested in months.

"Good morning Spike!" She yelled out smiling upon hearing a greeting back from the young drake. Walking into the kitchen she spotted Starlight who was humming while she baked cookies. Although it was early in the morning she could not deny Pinkie Pie's influence when it came to wanting sweets all hours of the day.

"Hi Starlight." She greeted trying to block out the image of what her mind had conjured up during the night. Waiting in anticipation relief shot through her when Starlight looked completely fine.

"Hey Twilight, how are you feeling?" Her student asked and she answered honestly choosing to of course omit the contents of her nightmares.

"That's good, I heard from the girls what happened yesterday. Are you sure you're okay?" Starlight persisted and she sighed softly before she smiled.

"I think I went a little bonkers and the lack of sleep I had been getting no doubt made it worse but now that I have had sleep....I feel refreshed!" Twilight explained unsure if any of it was an adequate explanation for her strange behavior.

"H-How is Rainbow Dash?" She questioned a sadness seeping into her tone when she remember she had thrown their friend out the window.

"Ah, she's fine she actually thought it was fun after everything calmed down." Spike joked patting Twilight's back gently. She smiled down at her assistant who had a bowl of sapphires that he was applying to a cake.

"That is good...I would still like to apologize later when I see her."

"Don't worry she's already forgiven you Twilight. No harm no foul, right?" Starlight said with encouragement jumping when she almost burned her hoof with a cookie. Smiling with a nod Twilight went to make the same mistake nearly burning her mouth with the hot desert.

"No harm no foul." Twilight repeated missing the shared look Spike and Starlight had given each other.

"So I think I am going to get some reading done...clear my mind from everything." Twilight said after they had each eaten some of Starlight's surprisingly delicious sugar cookies.

"Good thinking, let us know if you need us. By the way Flurry Heart missed you." She said brushing her arm gently.

"I hope to come next time. I missed her too." She replied before she left to go to the library.

"She seems better..." Spike commented slipping a jewel into his mouth.

"Well freak outs with our group are not new...but I hope she isn't having anymore nightmares." Starlight sighed before she munched on more cookies.

"We're all going to keep an eye on her, that's what Princess Celestia said to do after all." Spike said with a shrug unknowing of the horrors to come.

"Yeah I mean Celestia would have come herself if it was serious." Starlight went on not seeming entirely convinced on what she had heard had happened.

"Exactly! Twilight can blow a lot out of proportion but we're going to be her rock." The young dragon said as he finished the icing on his cake. Stealing a bite Starlight laughed at his frown before she left the kitchen.

"I hope you're right..." Starlight Glimmer mumbled out unaware of the shadow that was growing behind her.