One day, under an overcast sky, Fluttershy and Rainbow Dash went to a restaurant for lunch. They chose a table outside in the muggy weather, deeming it too hot to go inside the establishment.
When Fluttershy took her seat, the table was overturned in a violent and sudden motion by a male pegasus crashing in from the air.
She shrieked, naturally, but just barely managed to stop herself from fleeing beneath another table.
Rainbow Dash gave a more composed yell and said something that was drowned out as the pegasus scrambled to his feet, knocked aside a few more tables to the outraged cries of several other patrons, and barged into the restaurant.
Fluttershy stayed rooted to the spot, hoof over her heart as she listened to the chaos inside the establishment. Her chest was painfully tight and her legs were shaking; common traits when she was dreadfully startled.
“What the heck was that all about?” Rainbow Dash grumbled as she picked up her chair.
Fluttershy shook her head. “I-I don’t know.”
On some inner tic, she turned her gaze skywards.
She saw dozens of pegasi breaking through the clouds and heading for the earth as if Tartarus were on their tails. Not one of them made a sound as they descended and broke for the closest building.
Fluttershy covered her mouth in shock as several pegasi smashed through closed windows, scattering glass shards to the streets; bystanders cried out in alarm and outrage.
She recognized one pegasus, Flitter, flying erratically right before crashing down just metres away.
Flitter made a half-hearted attempt to get up but collapsed face-first where she was and seemed to deflate.
“Oh!” Fluttershy pushed aside her fear and rushed over. “Are you okay? Are you hurt anywhere?”
Flitter… looked terrified.
Her face was alarmingly pale and her eyes were large, pupils shrunk to pinpoints. Her body was shaking so hard she couldn’t even stand, and it looked like it was a struggle to even draw breath.
Rainbow Dash came over, too. “Hey, what the heck’s going on? Why’s everypony going nuts?”
Flitter shook violently, forelegs pressed over her head and wings strained closed against her back. “Sh-sh-she’s g-gone…”
“Huh?” Rainbow Dash shot Fluttershy a look. “Who’s gone?”
“Cloudchaser…” Flitter drew in a ragged breath and moaned. “I-I didn’t even try. I just… I just had to get away…”
“Get away from what?”
Flitter whimpered. “I don’t care anymore. If I die, then I die. Without her…”
She broke down into breathless sobbing.
Fluttershy covered her mouth and silently looked to Rainbow Dash.
Rainbow Dash shook her head, her brow wrinkling. “This doesn’t make sense. Listen, I’m gonna go find Twilight. You stay here and try getting more info.”
Fluttershy nodded. “O-okay. Be careful. A-and maybe try flying a little lower?”
Rainbow Dash frowned but didn’t say anything. When she jumped into the air and spread her wings, she flew off only slightly higher than the rooftops.
Fluttershy turned her attention to Flitter. She tried coaxing more out of her, but the poor pegasus just shivered and moaned in despair.
‘What happened to her?’
Fluttershy looked up at the sky.
No more pegasus were coming down and there was nothing else up there; it was just grey overcast for miles in either direction.
Looking around, she could see more of Ponyville’s earthbound residents wandering around or gathering in groups. They were talking in hushed tones with bewildered faces. Some were just shrugging and rolling their eyes like it was the same ol’, same ol’.
A few pegasi were milling about in the air and searching the skies. Fluttershy assumed that they had been grounded and not exposed to whatever caused such animalistic fright in their peers.
Fewer still were flying upwards.
As one inclined to think of the worst possible outcome, Fluttershy felt like she had to do something. Whether the panic of her flighted brethren was warranted or not, something had to have happened up there.
“I’m g-going to tell everypony to… below…” Fluttershy murmured, barely above a whisper. She cleared her throat. “I’m going to tell everypony to stay below the clouds. You should go lie down somewhere inside, Flitter.”
Pinkie Pie was better at this comforting other ponies thing. Fluttershy offered a firm nod and a smile nonetheless.
“I’m sure Cloudchaser is fine. You’ll see.”
Flitter shook her head miserably.
Not wanting to let this rare surge of courage go to waste, Fluttershy inhaled and hopped before pumping her wings. It was harder to keep aloft than she expected and made a mental note to get more exercise and lay off the jam tarts.
“Mm, up we go…”
Fluttershy rose at a pace she was comfortable with. Also, as a cautionary measure in case something nefarious was swooping around.
“Ah, excuse me, excuse me!” She waved at a trio of fillies floating nearby and daring one another to go higher. “I’m sorry, but I think it’s safer if you just stay here, okay?”
Although, she wasn’t sure what might have caused such a scare. Ignoring the outliers – like herself – pegasi had a reputation for their resolve and willingness to face danger. The days of tribal wars were long gone, but the social stigma of keeping a cool head in tense situations was alive and strong.
The fillies reluctantly flew back down. Fluttershy watched them go before she returned to gaining altitude.
The grey clouds loomed closer.
She thought, perhaps it’s a dragon, before dismissing that idea; dragons were loud and flashy, especially the ones capable of flight, and she knew if any pegasi saw one, they’d come down saying so. Not one pegasus said anything.
Fluttershy stopped to ask Thunderlane to go around telling everypony to stay below the clouds. She thanked him, then went on her way.
The grey clouds loomed closer.
Come to think of it… it was strange that not one pegasi made a noise as they came down. No, not just strange but eerie. Disturbing.
Fluttershy swiped her brow as she worked up a sweat. Definitely laying off the tarts.
The grey clouds loomed closer.
A few years back, Fluttershy saw a menagerie of animals burst out from the woods behind her cottage. To this day, she had no idea what caused the stampede, but she remembered how predator and prey alike ran alongside one another without a second glance. At that moment, it didn’t matter who was hunter and who was hunted, all that mattered was getting as far away as quickly as they could.
They, too, had been silent; not a bray, a howl, nor a grunt to accompany their limbs slamming against the dirt and the wild terror in their eyes.
The same wild terror Fluttershy saw in Flitter’s eyes.
The grey clouds loomed closer.
Fluttershy slowed, both to catch her breath and to think.
Was this okay? Was this the right thing to do? Rainbow Dash told her to stay and try to get more information, but surely going to tell everypony not to fly up beyond the clouds took priority?
Fluttershy looked down and ignored the queasy pull in her stomach as she saw just how high she was. The wind whistled in her ears and tugged at her mane. She saw Thunderlane going around to the pegasi; some went to the ground and some waved him off, seeking to ascend.
Fluttershy blinked.
Or… did she?
Strange. Just for a moment, it was like everything went dark. Like a large cloud passing in front of the sun on a hot day.
But it was already overcast.
Fluttershy looked up.
The grey clouds loomed closer.
Would anypony still be up there? Flitter said something scary, but Fluttershy wasn’t sure if she believed it. At one point, she might have, but she’d be making strong progress on not letting her fears dictate her thinking and this felt like another obstacle to overcome.
Old Fluttershy would have panicked along with everypony else. She didn’t want to be Old Fluttershy anymore.
But would New Fluttershy still go above the clouds?
… Maybe if it was to find somepony.
Cloudchaser.
At the very least, Fluttershy should have a look around. Perhaps Cloudchaser simply got caught in a patch of dense clouds? It wasn’t unusual; such a thing was common when it was overcast and a pegasus tried to descend too quickly. Fluttershy couldn’t remember the exact reason for it, though. That was something Rainbow Dash would know by heart.
Fluttershy licked her lips, then pushed onward with a determined grimace.
“I’ll just have a quick look. I’ll be careful; I’m good at that.”
The grey clouds loomed closer.
Stratus, she suddenly recalled. These were stratus clouds. They made good building material if you knew how to work them. She read somewhere that 62% of Cloudsdale was made of stratus.
“Here we go,” Fluttershy arrived at the first layer. She pressed her hooves against it and they sunk through with little resistance. “Hm, comfortable. Angel bunny would like it… if he could touch it like I can.”
Making a little opening, Fluttershy slipped through.
Anypony that wasn’t a pegasus would have just felt a lot of moisture sticking to their face, but for Fluttershy it was like diving into a pool of fluffy feathers.
Without any momentum, Fluttershy had to ‘swim’ up.
She could only see grey all around her.
Then, there was only darkness.
Fluttershy went very still and blinked thrice to make sure there was nothing in her eyes. She could hear her breathing turn heavier and quicker.
It was so dark she couldn’t see her own hoof in front of her.
Then, it became bright again just as suddenly.
Fluttershy remained where she was, looking around. Her heart thumped inside of her chest.
“What was that?” Her low whisper came startlingly loud, and she realized just how quiet it was.
She was tempted to turn back, but her curiosity was stronger than her trepidation. That couldn’t have been a dragon; she’d have heard its wing beats, or felt the clouds shift around her as they were displaced by the creature’s bulk.
A dragon- no, nothing big enough to cast a shadow like that could move so quietly.
It must have been a trick of the light. Even today, there were unexplained phenomena that baffled Cloudsdale’s top meteorologists and weather experts.
Fluttershy swallowed and hardened her resolve. “Just a quick look around, then I’ll head back. I’ll be careful.”
Grey clouds loomed ahead of her.
Now, it was more like climbing through a narrow tunnel than flying; Fluttershy’s hooves gripped clumps of cloud and her wings helped keep her stabilized.
Even for stratus clouds, they were unusually dense and packed together; easier to get through going down than up, she guessed. Though somepony weak at flying might find it hard to dive straight through, too.
It’d be harder to escape if something should chase her.
Fluttershy paused and wondered if she should double back before deciding against it and continuing.
“Can’t be much further.”
Grey clouds parted before her.
And just like that, she was through.
Endless blue sky stretched out before her.
Fluttershy let out a small gasp and looked around, squinting at the abundance of cheery sunlight.
To the north, nothing.
To the east, nothing.
To the south, nothing.
To the west, nothing.
Nothing but a carpet of grey clouds that went on for miles and miles.
No pegasi anywhere. No dragons, either.
Fluttershy sighed in relief. “Hm… I wonder where Cloudchaser is?”
She could have been hiding somewhere in the vast spread of clouds; they were taught as fillies how to construct little dens in case they needed to hide or wait out a storm. But it would be near impossible to find her if that was the case.
Even if Fluttershy shouted at the top of her lungs, her voice wouldn’t carry very far.
Huffing, she pulled herself all the way up and sat down on the clouds, tucking her wings in. She was definitely relieved that there wasn’t anything trying to snap her up for dessert, but she was also disappointed.
She hadn’t found what startled the pegasi and she hadn’t found Cloudchaser. There wasn’t even anypony up here that she could warn to go back down.
This just felt like a waste of time.
Fluttershy’s lips set in a frown as she had another look around and wondered just why those pegasi flew to the ground with such terror.
The beautiful blue sky and brilliantly beaming sun almost seemed to mock her.
“… Hm?” Fluttershy’s gaze was pulled up. She grimaced and put her hoof over her squinted eyes. “That’s…”
Standing, she hopped and took to the air once more, steadily ascending.
In the distance, high above her and slightly to the east, eight pegasi lazily flew in a flock.
“Um, excuse me?” Fluttershy cleared her throat. “Excuse me!”
They were far away enough that she could blot them out by lifting her hoof to the correct spot but not so far that she could mistake them for birds; their shapes were too distinct.
What were they doing?
“Excuse me! Do you know what happened up here?”
The eight pegasi moved strangely; they floated about serenely in no recognizable order but never strayed too far from one another. Whenever one seemed ready to split from the main group, they suddenly jerked back like they collided with a wall.
Fluttershy wondered if they were practicing a routine. If that was the case, was it wrong to disturb them?
She hesitated, hovering in place.
Suddenly, the pegasi broke from their strange pattern and moved as a group.
They veered sharply to the left, then moved low, sweeping close to the clouds.
Then, moved in Fluttershy’s direction.
“Oh, um…” Though unnerved and confused, Fluttershy wasn’t particularly concerned. At least now, she might be able to finally figure out what had transpired up here. “Okay, I’ll wait here.”
The pegasi drew closer.
After only a few seconds, Fluttershy was suddenly aware that something was calling her name. She almost missed it in the wide expanse of the sky.
She looked around, then beneath her.
A patch of grey cloud shifted and a face popped out.
Fluttershy was mildly surprised to find Derpy waving at her. “Oh! I didn’t see you in…”
Derpy said something, but the wind picked up and Fluttershy could barely make it out.
Fluttershy slowly descended. “Um, sorry, could you say that again?”
She was close enough to make out the yellow of Derpy’s irises. Her right eye was focused on Fluttershy while the other was trying to do the same.
The wind became a dull roar.
Which was… strange since Fluttershy could only feel the lightest of breezes, so why did it sound so loud?
She turned her head to check on the pegasi.
They were still moving in a strange manner but steadily closing the distance.
Fluttershy turned back to Derpy, frowning in confusion as she tried to make sense of what words she could hear. “They’re… I’m sorry, what?”
Derpy’s expression was a terrified grimace as she looked back and forth between Fluttershy and the pegasi group. “… eaten! They’ve been…!”
The wind escalated into…
Wait.
Fluttershy stopped in place and covered her ears. “Th-this is…”
Moaning?
The sound resonated through her whole body, making her dizzy.
Derpy’s voice was lost to her.
Fluttershy shook her head and turned to face the pegasi, breathing quickly. “Do you…?!”
And in that moment, she just so happened to look down at the clouds.
At the massive shadow approaching her.
It was unmistakeable and utterly impossible. Fluttershy’s mind recoiled at the shape, her body shuddered violently at the sheer scale.
Her senses blared to life and screamed:
RUN
Fluttershy moved in a second.
She threw herself back, wings flapping desperately.
Further, further, it didn’t seem to matter as the shadow came at her, racing across the carpet of clouds with horrifying speed.
And then, the tip was upon her.
Fluttershy didn’t hear herself scream but she felt it shake her windpipe as she pushed herself to the side.
Something swept past her.
Something so large that its backdraft almost made her lose control. She felt like a leaf in a hurricane.
The moaning resonated in her body; her bones felt like jelly and her vision shuddered.
Fluttershy righted herself as the group of pegasi came past.
She had a glimpse of them before they went by but that was enough.
They were dead. Faces frozen in horror. Eyes bugging out.
Cloudchaser’s limp body tumbled about like she was underwater, bumping against Blossomforth, then against some invisible barrier.
If Fluttershy reached out, she might have felt that invisible barrier herself.
She shrieked uncontrollably, mind frayed. Unable to properly come to terms with what she had seen, Fluttershy simply flailed in place, eyes glued to the enormous shadow as it moved away.
The group of bodies followed it, directly in the middle.
They ascended, higher and higher.
Fluttershy followed it even though her vision was blurry and she was hyperventilating.
She didn’t know if it was because the sunlight caught it a certain way, or if the shadow’s owner simply willed it, but it appeared before her.
The bodies were obscured from sight by a wall of beige that spread, twisting and turning to form a cylindrical shape.
It spread further.
Below where Fluttershy last saw the bodies, a slender tail that formed a half-moon.
Above them, an unimaginably large body with two protrusions on the side and a blunt head.
The shadow and the thing that made it turned back around.
Fluttershy’s breath caught in her lungs as its face cracked in half to reveal a gaping maw large enough to swallow half of Ponyville. Grey clouds billowed out from within and a hole in the top of its head.
White teeth, like the bristles of a brush, lined every inch of its maw, thick and long as the oldest trees on the ground.
A low cry resonated through the sky, shaking Fluttershy to her core.
Fast, faster than anything she’d seen, it came for her, a yawning wall of darkness.
She was frozen with terror.
Suddenly, she was grabbed from behind.
With great force, she was pulled down to the clouds.
For the third time, it went dark.
It passed over them; she could feel the backdraft and the vibrations torturing her eardrums.
Then, Fluttershy felt herself pushed through the clouds, where she remained.
Unable to see anything, she listened, somepony’s limbs wrapped around her, to the thing moving above her.
And then it was gone.
Grey filling her vision, Fluttershy suddenly struggled, overcome with a terrific need to see. Derpy let go without a word and held her head in her hooves, trembling with a look of wide-eyed shock.
Fluttershy popped as little of her head out of the clouds as she could and searched the skies until she saw it in the clear distance.
As she watched, its body shimmered, then turned translucent.
And then all Fluttershy could see was a group of pegasi swaying in an unnatural pattern, slowly shrinking as the shadow moved away for good.
A low moan carried on the wind.
