The Element of Fear

by teganaxis

Rating: teen
Tags: Rarity, Other, Adventure, Tragedy, Princess Celestia, Dark, Main 6, Princess Luna, My Little Pony: Friendship is Magic
Length: 37812

Celestia is the fearless leader of Equestria, or so she believes. But when a nightmare from her past returns for the lives of her friends, she rediscovers true fear. Will she learn to cope with the fear and save everypony? Can she?

Celestia has fought many powerful foes. Nightmare Moon. Discord. Chrysalis. But she has only ever feared one. When the nightmare from her foalhood returns for the lives of her pupil and her pupil's friends, what will Celestia do? Will she rescue the Mane 6 from a premature demise? Can she?

Credit for the brilliant cover art goes to my friend Martha at dingus-flavin.tumblr.com.

Published 2012-08-27 04:24:01 UTC
Last updated 2013-07-12 21:45:14 UTC

Primal

You gain strength, courage, and confidence by every experience in which you really stop to look fear in the face. You are able to say to yourself, 'I lived through this horror. I can take the next thing that comes along.'

-Eleanor Hoofsevelt

"Ah... five more minutes..." Celestia mumbled sleepily, shifting uncomfortably on her bed. She closed her eyes tighter and tried to ignore the glaring sunlight.

Wait, sunlight?

Celestia opened her eyes slowly, confusion blossoming in her mind. Rolling over onto her side, she looked upwards through the canopy of trees to confirm her suspicions. Lo and behold, the sun was already high in the sky, its life-giving rays blasting down on the Sun Princess with brutal intensity.

Canopy? Trees??

Alarmed, Celestia quickly rose to her hooves only to discover that her bed had been replaced by grass, and that her walls and ceiling had been replaced with a sprawling forest and clear blue skies. Countless tall and majestic pines surrounded the princess, interspersed with green ferns and grey mushrooms. Orange pine needles, the color of sunset, littered the forest floor. The forest was strangely quiet, but not in an eerie way. It felt peaceful.

"What is the meaning of this...?" Celestia rubbed her eyes sleepily. "Did Luna raise the sun today?"

The alicorn pondered the situation. Was she kidnapped? No, her guards would make quick work of any idiot who tried. A prank? Celestia knew Luna had a mischievous side, but kidnapping her sister and taking over her duties would be a bit much... unless...

A coup?

"No, that's impossible." Celestia reasoned, grinding her teeth. She shook her majestic head in an attempt to expel the poisonous thoughts from her mind. "Prank or coup, I need to return at once." she growled. She focused on an image of her throne room in Canterlot and reached for magic. The royal mare disappeared in a flash of bright yellow energy.

...and reappeared less than 20 feet away from her previous position. Bewildered, she tried again, only to achieve the same result. Grunting in anger, the princess put all of her power into a single teleportation spell and let it loose.

An icy shock and a splash rewarded her latest effort. The alabaster alicorn gasped and flailed about wildly before realizing where her spell had taken her. She had landed in a small, pristine lake. Frowning deeply and slightly embarrassed at her blunder, the princess slowly pony-paddled to shore. After she pulled herself out, she attempted to use a burst of magic to dry herself off. Celestia's magic failed her once again, only managing to dry off her wings, leaving the rest of her body completely soaked.

'Why can't I use my magic?' the alicorn thought, thoroughly confused. Annoyed and frustrated, she shook herself vigorously in a very unprincess-like manner, launching water droplets in every direction. Fortunately, the day was pleasantly mild, and being slightly damp after her short dip didn't make the immortal too uncomfortable. Celestia turned towards the water and looked at her reflection, dreading the damage the water must of done to her royal mane. The princess recoiled in surprise.

Celestia was a filly. Lacking all of her royal height, the princess stood at a whopping 2 feet tall, her once majestic mane reduced to a short, messy imitation of its glorious self. In fact, her entire body was in a state of disorder: her alabaster coat was disheveled and tangled with blades of grass, her hooves were unkempt and dirty, and her prismatic tail was choppy and dull. She looked just like a filly who had been out playing all day with her friends. The Sun Goddess turned away from her strange reflection, mind racing.

'I don't understand,' Celestia thought, 'It's been eons since I looked like this!'

Celestia furrowed her brow, deep in thought. Maybe a spell did the deed? No, no spell could be powerful enough to cause the change. Celestia had heard of spells that reversed aging, but all could barely take away 20 years; the strongest maybe subtracting 40. Spells like that were forbidden and locked away, and they took energies beyond common ponies. The princess looked closer at her surroundings; something about the autumn-colored forest nagged at her.

The tall pines, the mild air, the dead silence... Celestia felt like she knew this place. The whole forest seemed... familiar. Ancient shadows stirred in the confines of her mind. Memories shifted from their long forgotten graves. Jolted, the filly gasped.

"It can't be..." Celestia breathed. Spreading her small wings, the foal launched herself into the air, dodging around the sharp pine needles. She cleared the canopy and floated high into the cloudless, bleached-blue sky. The forest stretched out as far as the eye could see, a living sea of green and orange that went on for miles. Stunned, the filly continued to float in shocked silence.

"...The First Forest..." she murmured in awe, struggling to take it all in. "I-Impossible... This is impossible," Celestia cried, gripping her head between her hooves, "I haven't been in this forest for centuries!"

"UUUUUUUUUUUUUUUUUUUUAAAAAAA..."

Celestia screamed and made for the trees. She reached them just in time.

"That settles it..." the filly decided, looking skyward and rubbing her eyes.

A massive creature of impossible size glided silently through the air, propelled forward by some unknown force. Its face was that of a viper, with cruel slitted eyes the size of Canterlot Castle and fangs, Celestia shuddered to think, even larger. Its body went on for miles, vanishing over the horizon. The monster had scales bigger than a fully grown dragon, scales that shined and glittered in the sun as it undulated its body forward, heading towards a mysterious destination. Celestia watched it for almost an hour, when it finally vanished over the opposite horizon from which it came.

"Uruboros... The Serpent of Beginnings..." Celestia blanched. Uruboros was a creature the goddess wished to never see again.

Eons ago, long before the time of the ponies, and even before the appearance of the Moon Princess, Luna, Celestia appeared in a barren world full of infinite deserts and dark oceans. She was not born nor was she created, she was just simply... there. The first thing Celestia remembered was opening her eyes on top of a tall sand dune, blinded and surrounded with darkness. Choked by invisible sandstorms and crushed with loneliness, the newly awakened princess created a friend.

She created the sun.

For the first time, light washed over the world. Celestia could finally see. What she saw terrified her.

Massive creatures with unimaginable powers roamed the landscape. Primals, Celestia called them. They were beasts that nearly killed the foal on many occasions. The Primals were at war. They clashed in the sky, on land, in the oceans. The raw destructive energy they gave off forced Celestia to hide underground for ages, bringing the sun out and putting it back whenever her magic became too strained. She gave them names: Zeus, Uruboros, Oceanus, Mars, Leviathan... their numbers were countless. Under the light of the sun, they fought each other for territory until only a few remained. Their godly skirmishes became less frequent, and the world was becoming safer and safer every day.

One long night, the little immortal had a vivid dream of a great forest filled with things she had never seen before. Trees, grass, ferns... the color green. When she woke up and brought out the sun, she was stunned to see her dream had become reality. The first mortal life ever conceived.

The First Forest.

Weary, Celestia floated back to the forest floor, landing next to the small lake. She had forgotten the forest. The alicorn shook her head, deeply disturbed. She remembered her first years with crystal clarity. She remembered meeting Luna for the first time, creating the moon for her sister, creating the first pony... so why was she unable to recall such an important moment in her long life? Thinking back, most of her memories of this place were still foggy even now. Growling in frustration, she hit her head against a tree in a vain attempt to jolt her memory.

"Ow!" she yelped, rubbing her now-aching forehead. How does Pinkie do it?

Furthermore, how in Equestria did Celestia end up in the past? Celestia could only think of one spell that could send a pony back in time, a spell that wasn't nearly powerful enough to send her even close to this far back. Not to mention, if Twilight's experience was anything to go by, it should have worn off a long time ago. There was simply no explanation for Celestia's current situation.

An ordinary pony would've panicked in her situation, but Celestia was made of much tougher stuff. Taking a deep breath, Celestia measured up the situation. She was trapped in the past, with possibly no way back. She was a filly with pathetically weak magical abilities. Finally, the princess had to watch her step; the last thing she wanted to do was piss off a Primal.

Weighing her options, Celestia decided to head back to the clearing she woke up in. The filly figured maybe she could find some clue about why she was here, or why she had forgotten this place. Looking around, Celestia quickly realized she had lost her bearings when she teleported recklessly before. Disappointed by her lack of foresight, she concentrated on her magic and closed her eyes. Filly or not, it seemed, she could still use spells she learned when she was older.

Celestia opened her eyes and was delighted to see a faint yellow-gold thread floating easily on the breeze, leading deeper into the forest. Smiling contentedly, she followed her magic detection spell towards the origin of her first teleport.

About an hour later, the foal began to feel a painful straining sensation originating from her horn.

"Urgh... is the detection spell really taking that much energy...?" Celestia muttered angrily to herself, shielding her eyes from the sun as she trotted through a clearing.

The sun! Celestia face-hoofed and directed her gaze to her first creation. The great yellow orb hung high in the sky, awaiting the orders of its master. Thinking back, Celestia realized that she must of had the sun up for too long now; it might have been draining her while she slept. It was starting to take its toll. Reluctant to take her friend out of the sky before she reached her destination, she tried to continue trotting. Another fifteen minutes later and the slight strain bloomed into a fully-fledged headache.

"Being a filly again is such a pain..." she grunted, annoyed. Closing her eyes once more, the Sun Princess reached out for the sun until she felt it in her grasp. Warmth and comfort passed through her small body. She embraced her oldest companion in her thoughts and gently moved it past the horizon, as if she were putting a foal into its crib. Finally, the sun disappeared completely from sight.

Pure darkness. Squinting her eyes, Celestia realized that she couldn't even see her hoof in front of her face. The princess looked up to confirm what she already knew. The First Forest was conceived far before Luna appeared; thus, the moon and the stars did not exist yet. Sighing, the filly princess focused her magic. A small light flickered into existence at the tip of her horn, lighting up the woods around her. Despite Celestia's best efforts, however, the magic only managed to illuminate the area about five or so feet in front of her face. It almost seemed like the night was pushing back, eager to extinguish the small light. Shrugging, Celestia found the golden thread again and continued to follow her path into the unnatural darkness.

Crunch, crunch, crunch.

Something was different about the forest at night, Celestia thought. The dead silence, which before had felt calm and peaceful, now seemed strange, even condescending. Every crunch of the pine needles beneath the immortal's hooves sounded scandalously loud and obnoxious. She felt like she was disturbing a grave.

Crunch, crunch, crunch.

Celestia gulped. The alabaster alicorn was not used to being so short, but compared to these great pines even herself as an adult would be pitifully small. She felt like the trees were looking down on her, judging her.

Crunch, crunch, crunch.

The princess, eager to think about something else, allowed her thoughts to wander back to her kingdom in Equestria. She wondered if Luna was missing her. Celestia snickered at the thought of her younger sister trying to raise the sun. Lets just say previous attempts had been less than successful.

Crunch, crunch, crunch.

What was Twilight doing? Knowing her number one student, she was probably reading some fascinating story or studying some dusty old tome. What would she do when she found out her mentor was missing? Freak out and overreact, Celestia figured. Although, she reasoned, maybe freaking out would be appropriate, considering the circumstances. Maybe her student would find a way to bring her back? Celestia hummed with pride.

Crunch, crunch, crunch.

Celestia just hoped another crisis didn't rear its ugly head before she managed to return. Lately, emergencies on a national level seemed to be popping up every other week. It's like Nightmare Moon's escape opened the metaphorical floodgates of disaster.

Crunch, crunch, crunch, crunch.

Celestia's ears perked up. She thought she heard something... was it just her own hoofsteps? She felt sweat bead on her forehead as her eyes darted around from place to place, meeting nothing but darkness and a few orange ferns. Pointing her horn in every direction, she scrutinized her surroundings. Finding nothing, the foal released a breath she didn't know she was holding. The forest was getting to her. Starting on her path again, she decided to sing a little tune.

"Giggle at the ghostly, guffaw at the grossly..." she began, eyeing the trees around her. As she continued to sing, the filly felt herself becoming more relaxed. She was an immortal goddess, what did she have to fear from a few Christmas trees?

Crunch, crunch, crunch.

There, see? She giggled as she finished the song, slightly embarrassed by her behavior.

'It is unbecoming of a princess to harbor such irrational fear,' Celestia thought, shaking her head.

'Although,' she pondered with a grin, 'I should give Pinkie some sort of recognition for that wonderful song of hers. Maybe I can get Octavia to play it at the next Grand Galloping Gala?'

Crunch, crunch, crunch.

Frowning, Celestia came to a stop. Being deep in thought and, she was embarrassed to admit, focused intently on singing, she had somehow managed to lose her way. Humming Pinkie's song to herself, she looked around without results; the golden thread was nowhere to be found.

"Oh, silly me," Celestia chastised herself out loud, "looks like I've lost it." The princess cast her mind out over the area, looking for any threads of magic that might lead her to her previous path. Surprisingly enough, not only did she find her previous thread, but she found another.

The second thread was, without a shadow of a doubt, not the work of Celestia. Instead of the warm, comforting light given off by the goddess' sun magic, the magic was strangely... hollow. It gave off no magical heat, and it blended in perfectly with the darkness. It had no color, no personality, no anything! It was just... there.

Celestia tried to remember a time she felt magic like that. Something nagged at her from the back of her mind. It felt like something was trying to warn her away. Every unicorn's magic was supposed to have a specific feel, a defining feature. The magic Celestia was feeling now felt simply... faceless.

Crunch, crunch.

Celestia's ears twitched at the noise. She hadn't moved a muscle this whole time. What was that sound?

Crunch............. crunch.

"Who's there!" Celestia yelled, voice cracking in sudden anxiety, "Show yourselves this instant!"

...

The foal stood stock-still, every muscle in her body tensed. For what seemed like an eternity, the only sound she heard was the frantic drumbeat of her own heart.

'N-nothing...?' the alicorn princess gulped, searching the darkness for a sign of somepony's presence. After minutes of standing still, her heart began to slow down.

"H-ha, ha... ha. I suppose I have to act like a foal now too." Celestia laughed awkwardly. She took a shuddering breath and drew herself up, shaking her head. The golden thread appeared again in front of the filly, showing her the way to her destination.

"I am a princess, one of the rulers and protectors of all of Equestria! I'm not afraid of a few snapping twigs." she said, mostly to convince herself. Cautiously, she turned towards her selected path and put her hoof forward onto the waiting ground.

Crunch...

Crunchcrunchcrunchcrunchcrunchcrunch.

Screaming in terror, Celestia shot off like a rocket, barreling through ferns and dodging trees as she went. Forgetting everything about her destination, she ran in random directions, criss-crossing through the forest in a mad, fear-fueled attempt to lose whatever was following her. Her muscles burned, her sides quaked, her lungs were on fire, but she kept running. She kept running for what seemed like hours, until she finally collapsed, wings twitching at her side.

She laid there for several minutes, breathing heavily and staring into the abyss of black beyond her light spell.

'W-what... Is this feeling...?' Celestia questioned herself. She searched her memories. Had she ever felt like this before? The immortal could find nothing to compare it to. Was this true fear?

Celestia didn't know. The princess was a little afraid of the Primals, but she knew if she kept her head down they wouldn't bother her. She felt no fear towards Discord; only anger for what he put her and her subjects through. When Nightmare Moon rose from the depths of her sister's mind, she felt sadness and despair, but not fear.

A memory floated to the surface. She remembered running through the forest. She felt the same back then... God, why couldn't she remember it all? She dealt with this before. Was something trying to talk to her? Hurt her? A thought, unbidden and steeped in terror, rose in her mind.

Did something want to... kill her?

Celestia grimaced and rose to her shaking hooves. 'I am immortal.' Celestia reasoned. 'There is no need to assume some unknown creature suddenly has the power to kill me.'

Shaking herself to clear her mind, the filly poured more magic into the light spell, lighting up an additional foot or so. With a start, she realized she had found herself back in the clearing where this whole ordeal began. It was pure coincidence that her terrified flight brought her here. Adjusting her cramped wings, the Sun Princess sighed. Why didn't she just fly away, instead of galloping aimlessly through the woods like a foal?

Weary and listening intently, the filly made her way to the center of the clearing, hoping to find something that could shed some light on why she was here. She walked as quietly as she could, taking care to avoid stepping on anything that could snap, crunch, or crack. The silence of the forest felt expectant, as if there was an audience eager to see what happened next. The whole night so far had given Celestia a disturbing feeling of deja-vu. Sadly, whenever the alicorn tried to reach for more information, her mind became foggy. Frustrated, the goddess stopped in the middle of the clearing and peered at the ground. She gasped, her eyes widening.

Etched onto the ground was some kind of symbol. It was a large, perfect circle about two feet in diameter, with two lines crossing through the center to make an X. Upon further inspection, Celestia could clearly see that the indentation her sleeping body had made was inside the circle. The filly's mind began racing.

'A symbol? There is no doubt then, something intelligent is in this forest with me.' Celestia scratched her head in embarrassment. What if the thing approaching her earlier simply wanted to be her friend? You would think all of the reports on friendship she read would teach her to at least give this creature a chance.

'No,' Celestia thought, rubbing the tiredness out of her eyes. A friendly creature would have responded to Celestia when she called for them. Whatever this was couldn't be friendly.

What now? The white alicorn was lost as to what she was supposed to do next. Sleep was out of the question, no matter how tired all of this exercise had made her. Looking around, the princess began to think of solutions to her current predicament. After a while, Celestia concluded there was only one course of action; she needed to confront whatever spooked her before and either ask it what she was doing here, or blow it to kingdom come. She couldn't think straight with the unknown specter still looming over her.

Reaching out with her detection spell, she searched for the hollow thread of magic she associated with the creature. She found it.

Right behind her.

The filly froze, her hairs on end. It was right there, not more than a foot behind her. How did she not hear it coming? Could it move in complete silence? If so, why would it make the sounds she heard before? She closed her eyes tight.

Slowly, the foal forced her legs to move out of sheer willpower. Her tail twitched nervously and sweat beaded around her horn as she struggled to keep the light spell going despite her overwhelming feeling of dread.

'I-It's just l-like tearing off a band-aid, Celestia,' she reassured herself, 'L-look. Look. Look!' Yelping in fear, the filly turned around and opened her eyes. Nothing.

Alarmed, Celestia cast her magic out in all directions, desperate to locate the creature. She found nothing. The princess' breathing became quicker with panic. It didn't simply walk away, and Celestia didn't feel it teleporting. Magic like that would leave a trail like the alicorn had followed before, but the clearing around her was quiet and devoid of all magic but her own.

"How?!" Celestia screamed, her voice steeped in panic, "What are you?! Where are you?!"

Silence. The filly took a deep breath, but failed to slow her breathing and heart down. Powerful paranoia filled her mind. It could move in complete silence and could seemingly teleport without the aid of magic. It could be anywhere. Watching her.

Crunch.

"No!" Celestia shrieked, spreading her wings and launching herself towards the black void above. She didn't get very far.

Not five feet off the ground, Celestia began to cough. Surprised and terrified, the filly was forced back to the forest floor. Celestia was immortal. Immortals don't get sick, and they don't cough. What was going on? The light spell ended abruptly, her concentration broken. Coughing became hacking, hacking became hissing. She couldn't stop. Her eyes watered and her throat burned, but it wouldn't end. Desperate for air, it felt like the hoof of a giant was forcing her down to the ground. She collapsed onto her belly, clawing at her throat with her hooves. Her vision began to blur. Was she dying?

Then, as suddenly as it began, it stopped. Terrified and in pain, the filly broke down into cracked sobs. Her lungs, finally given the air they desperately needed, began to stop burning. Celestia cried harder than she had in a millennium, holding her hooves over her leaking eyes to block out her fears. She felt like she looked; a young, horrified foal trapped in the dark.

Celestia didn't know how long she spent there, huddled on the ground in a sobbing heap. Finally, feeling spent and burnt-out, the filly rose to her hooves. She no longer felt her usual royal resolve. Being a princess in this forest meant nothing. She just wanted to go home. Talk to her sister. Praise her student.

Tiredly, the goddess re-activated her light spell. The world in front of her came into focus, revealing nothing but a few mushrooms and a blanket of pine needles. She had to keep going. She couldn't break now. But where would she go?

She would never try flying again. The results of such efforts were still clear in her mind. She needed to find a way out of here, and she needed to do it on hoof. Steeling herself, Celestia struck out in a random direction, praying to find something, anything, that could help her escape.

Escape what? What in Equestria was she so terrified of anyway? A few crunchy pine needles and some weird thread of magic? The whole thing felt utterly ridiculous. Her rational mind knew this. But her instincts told a different story. She needed to get away. She was the prey. And the predator could be anywhere. Watching her with hungry eyes. Toying with her.

Something out of the corner of her eye caught her attention. The filly saw two great pines next to each other; ordinary trees, except one had something carved on it. Cautiously, the Sun Princess edged towards the tree in question. Reaching it, the alicorn squinted her eyes in concentration, attempting to read the hastily scrawled message.

DOn'T LET it tOUCH yOu THE VISionS

The words ended abruptly, with the top of the S extending into a messy line, but Celestia got the message.

It.

If the immortal had any doubts, they were gone now. Something in this forest was hunting her. Something she couldn't touch, no matter what. The alicorn's gaze hardened. Her foe was becoming more and more real. She couldn't fight the crunching of pine needles, but she could fight a monster. She'd done it before countless times before, and, the filly reasoned, she could do it again.

'Now I'm the predator,' she grinned, her fear melting away. She would show this creature why her subjects trusted her to command a kingdom. Celestia caught movement in her peripheral vision. The goddess directed her eyes towards what she assumed was the second tree.

It was no tree.

The creature was so tall Celestia had simply mistaken it for another pine tree. It was easily three times the height of Celestia in her prime, a disturbingly thin "pony" dressed in a sharp black tuxedo that made the darkness of the night seem pale in comparison. A blood red tie wrapped around its slender neck like a noose. Its skin, in contrast to its attire, was blindingly white, and its face... it simply had no face or mane to speak of. The filly could see the indentations of where the eyes were supposed to be, and where the nose should've been, and the slight crease that indicated the location of the mouth, but none of those defining features were prominent. The thing looked like its face had been covered with a pillowcase.

The monster stood tall, not bothering to glance at Celestia, simply staring into the distance. The filly's former resolve disappeared instantly at the sight. Her jaws moved uselessly, trying to force out words in an attempt to communicate. Her mind moved at the speed of molasses, and everything felt like it was moving in slow motion.

It turned its head towards her.

It had no eyes, but it was staring at her. Watching her. Looking right at her!

It was going to take her.

Run. Run. Run. Run! Run!!

Celestia let out a blood-curdling scream, turning on her back hooves and galloping in the opposite direction. She could still feel its eyes on her. Its pale face was imprinted, stamped, emblazoned on her mind's eye. Looking over her shoulder, eyes wide, she saw it on the edge of her light spell. The abomination was running, no, sprinting after her, its long legs pounding on the forest floor. She should've been able to hear it, but the creature was as silent as a ghost. Even when Celestia saw it crush a branch underfoot or run through a fern, it made no audible sound. It only made noise when it wished.

"Stayawaystayawaystayaway!!" the filly cried, feeling tears of fear begin to drip down her muzzle. The creature made no reply.

Celestia's muscles began to burn. Her breaths became shorter. Her lungs, still recovering, felt like somepony was pouring battery acid in them. She couldn't keep up this pace forever.

"What do you want from me?!?" Celestia screamed, voice breaking. "Please! Leave me alone!!" Silence. It wanted her.

Sobbing in short, painful gasps, she kept up the chase. She ran, and ran, and ran... but no matter how long she galloped, the being was still right behind her the whole time. It didn't even look tired. Could this thing even get tired??

She needed to make a stand, or be taken. Taken where, she didn't know, but every fiber of her being fought the notion with a passion. Being taken was death. Or something worse.

Roaring a fear-fueled battle cry, Celestia whirled around and planted her hooves firmly on the ground. The slender creature sped up and went in for the kill.

When the monster was inches from the sun goddess, she focused her magic and teleported behind it, grimacing at the toll the magic took on her already exhausted body. Biting her lip, she focused all of her power into what she hoped was a destruction spell that would make Discord blush.

The result was less than satisfying, but it got the job done. Instead of the massive laser she expected, a narrow beam of light shot off from the tip of her horn. The golden beam split the air as it traveled towards the creature's left hind-leg, thirsting for blood.

With a gratifying snap, the leg was separated from the monster from the knee down. Celestia smiled shakily.

"I c-can hurt you, foul creature. Surrender and return f-from whence you came, and I-I shall spare your life." the princess tried her best to sound convincing. She wasn't fooling anypony.

The monster made no sound. It didn't cry in pain, nor did it voice its surrender. Balanced on three legs, it turned its body slowly and glowered at her. Tendrils of some dark substance slithered out from the creature's stump of a leg, twisting and tangling in a spiral slowly reaching towards the ground. They bore a disturbing resemblance to the roots of a tree, and they became thicker and more entangled as the seconds passed.

Mouth agape in terror, Celestia could only watch as the roots became more and more solid, eventually reforming into the monster's old leg. Celestia took a fearful step back, all of her false bravado fading away. Could she actually fight this thing? If only she wasn't a filly, if only she could use her full power...!

The tall pony-thing took a step towards her, snapping a twig in two but producing no sound.

"Don't..." Celestia breathed, the sound of her own heart unbearably loud in the smothering silence.

It took another step. It was so close now.

"St-stop..."

One more step.

"Aah..."

It towered over the filly now, glaring down with those invisible, hungry eyes.

"Ahhhhhhhhhhh!!!!" Celestia screamed in blind terror, reaching frantically for her magic. Lightning arced from her horn in random directions, striking the monster but causing no visible harm. Screaming endlessly, she threw everything her little filly body could produce at it: fireballs, beams of light, ethereal blades, glowing orbs that exploded on contact.

The creature stood there stoically, taking all of the punishment without flinching. The wicked tendrils continued to erupt from its wounds, twisting together and regenerating its body. Limbs and torso flew in every direction, the pieces unbleeding. With a final roar, Celestia sent a bolt of energy towards the monster's neck, severing the beast's head from its body.

Gasping in exhaustion, the princess collapsed to the ground. Her horn burned a great deal; the result of her reckless assault. She doubted she would be able to use any more magic for a long time. Lips quavering and eyes pouring tears, the alicorn filly took a cautious glace upwards.

The monster still towered over her, headless. The tendrils lashed about its body, seemingly confused, before reaching down and scooping up the blank head that had fallen. Slowly and deliberately, as if taunting the young princess, it placed its head back on top of its narrow shoulders, where the grotesque thing spun around three times before attaching itself with a loud crack. The creature was whole again. Breathing heavily with her belly to the ground, it was clear Celestia could no longer run.

The two stayed like that, about a foot apart, staring at each other. The filly could do no more than stare at the monster-pony's feet for the longest time. Celestia was trapped, and the monster knew it.

"W-what... do you want...?" Celestia questioned weakly, shifting her head upwards so she could meet the creature's foul gaze. It said nothing. Then, after another minute of silence, it reached out its hoof, as if offering it to Celestia. The filly flinched and stared at the hoof with suspicion, trying to think clearly through the haze of fear. Gulping, she reached out.

She made contact.

Seas of fire and brimstone. Bloody chains, cries of fear and agony. Roars of hatred and blood-lust, a war between brothers and sisters. A street littered with decaying bodies, flies and maggots swarming the corpses, hoping to take part in the feast. Blood spilling like a waterfall, drowning. Suffocating. Burning. Cutting. Laughing. Killing.

Celestia recoiled, her face contorted into an inpony expression of pure fear. She tried to scream, but no sound came out. The monster stood there; staring, waiting. Memories flowed forth from the dark parts of Celestia's mind like a flood.

"I know you..."

She remembered reason she had forgotten this forest. The creepy feeling of deja-vu, the writing on the trees; it all seemed so clear now. She had encountered this monster before. Every day for almost a thousand years, she had struggled with all her might to keep the sun up as long as possible. And every night for almost a thousand years, she had been tortured by this creature with visions of death and blood. A nightmare from her past. It was practically an old friend.

She had chosen to forget.

The forest came to life. A raging inferno surrounded Celestia and the monster on all sides, burning with an intensity unknown to mortal ponies, lighting up the forest in a wicked orange glow. Smoke stung the foal's eyes and her nose was filled with the scent of burning trees. She remembered. One night, she had had enough.

Using the power of the sun, she lit the entire forest on fire. She destroyed everything in a final gambit to get rid of the nightmare that stalked her. And it worked. The creature disappeared with its forest, leaving Celestia with a millennium of memories to erase.

Or, so she thought.

"Slendermane..."

Slendermane surged forward with lightning speed, giving Celestia no time to react. In one swift motion, it swept the sun goddess into an endless embrace. The visions appeared again, much more intense than the last time. Celestia's final wails could be heard even over the roar of the flames.

She had burned down its forest. It had come back for revenge.

"...Cel..."

"...Cele..ia...!"

"CELESTIA!"

Celestia screamed, flailing her arms and wings in every direction. Blinded by terror, she didn't register the feeling of striking something dark blue, nor did she hear the yelp of surprise.

"Tia, please! Calm down!" the night-colored alicorn cried, shielding her face from any more incoming blows. Her sister continued to thrash about, her eyes wide and far away. "P-please! Tell me what's wrong! I only want to help!" Celestia didn't answer.

Frightened by her sister's behavior but annoyed at being ignored, Luna roared, "BE STILL!"

Stuck by the verbal power of the Royal Canterlot Voice, Celestia began to slowly come back to reality. She stopped flailing and began to look around in confusion. She was lying on her bed, back at Canterlot Castle. She was an adult again. Glancing around the room, she found not only the concerned face of her sister, but a semi-transparent, dark blue barrier. The shield glittered like the night sky. Rubbing her eyes, Celestia did a double take.

"W-what...? A dream?" she murmured, her heart beginning to slow down. It was so vivid, and those visions...

She was suddenly embraced in a suffocating hug. Alarmed and having flashbacks to her encounter with Slendermane, she reached for her magic, but stopped when she heard the sobbing.

"T-T-Tia, I was so af-afraid..." Luna cried, burrowing her face into Celestia's neck. Blinking, Celestia finally grasped what had happened. It was nothing but a bad dream. Just her mind accidentally stumbling upon memories best left forgotten. Smiling in relief, she nuzzled her little sister.

"There, there, Luna. It was nothing but a nightmare. I'm sorry if I scared you." the Sun Princess cooed, stroking the other alicorn's starry mane.

"I-It's just that, you started blasting things with your magic, and you wouldn't wake up no matter what I tried..." Luna blubbered. She gestured to the barrier. "I had to create this to stop you from hurting anypony... and you've ruined your room..."

Smiling warmly, she continued to hold her sister for a long while. After some time had passed, one of Luna's night guard's awkwardly entered the room, clearing his throat.

"M-my lady, the night court begins in only a few minutes, I would suggest preparing post-haste..." the guard trailed off, his serpentine eyes moving to the floor. Luna frowned discontentedly. Celestia giggled.

"It's alright. I'm fine. Go hold your night court." the sun goddess said kindly, holding the dark alicorn for a few more seconds before releasing her.

"Are you sure?" Luna looked conflicted, torn between staying to comfort her sister (or being comforted herself, it seemed), or attending to her duties as a royal princess.

Celestia laughed good-naturedly. "I'm a big pony, I can handle nightmares on my own," she smiled, "thank you for your concern though. You don't know how much it means to me."

Luna beamed at her sister before giving her one more hug. Laughing, the sisters separated and Luna dissolved her barrier. Celestia's eyes widened as she surveyed the damage to her room. The wall paper was cut up, important royal papers and friendship reports were scattered everywhere, her dresser laid face down on the floor in front of her shredded bed, and her mirror was broken. The Sun Princess sighed, and Luna giggled.

"You better get started, if you want to finish before day." the moon goddess laughed and walked to the door where her guard was waiting. Celestia waved her hoof absentmindedly.

"Yes, yes..." she trailed off, something catching her attention in the corner of her eye. To the right of her broken mirror, her favorite picture hung proudly. It was a framed photo of her prized pupil, and all of her friends. Twilight stood in the middle of all her gal-pals, with Fluttershy in front and Rarity and Applejack on either side. Pinkie was smiling madly behind Twilight, who was beside Rainbow Dash, who was flexing her muscles and giving the camera a challenging glare. It was a wonderful picture, one which Celestia had prized above all others.

On the wall around the frame was a large circle with an X crossing through the middle and over the photo, overlapping the faces of all of Twilight's friends. The blood in Celestia's veins froze.

"Luna." Celestia intoned, dead serious. Luna turned in the doorway, surprised by her sister's sudden change in tone.

"Yes, sister?"

"Cancel the night court," the Sun Princess commanded, "We are going to Ponyville."

Author's Note

Hey guys, thanks for reading my story :). If you liked it, please drop a LIKE and a COMMENT. You have no idea how much it helps me, and it helps the story get more views too. Thanks!

Oblivious

Nothing in the world is more dangerous than sincere ignorance and conscientious stupidity.

-Martin Pony King, Jr.

"Aaaaaaah! K-keep it away from me!"

"Hey, stay away from my friend!"

"Eeeeeeeek!!!"

"Hi-ya! Take this!!"

Rainbow Dash flew across the table, front leg extended, poised to strike. Prismatic mane flowing behind her, Dash landed the blow with brutal accuracy, pulverizing the body of the hideous creature she faced in mortal combat.

With a pathetic buzz, the bee floated down to earth, defeated.

"Oh, thank you thank you thank you Dashie! You saved my life!" Pinkie Pie leapt onto the table with Rainbow Dash, crushing the blue mare in her patented vice grip of love. Turning a deep shade of purple, the speedster pegasus tapped her friend on the shoulder.

"N-no problem, Pinks. Um, a-air??" she squeaked, gasping.

The sun shined brightly down on Ponyville. Pegasi of all shades and hues flew above the roofs and heads of the ponies below, on the look out for any stray clouds that might ruin the beautiful day. Meanwhile, the earth ponies and the unicorns made due with their hooves as they trotted about the vibrant town square. Vendors sold their wares to passerby as the ponies went about their everyday life.

Smiling brightly, the party pony released her trapped friend in a flourish. "Sorry~" she sang, giggling.

Breathing deeply, the cyan pegasus glared at a few ponies giving the two odd looks. Scratching her head, Dash took her seat. "Yeah... that's a new one, huh? So I guess itchy nose means 'attack by bees'?"

Pinkie Pie remained smiling from her place in the middle of the table. "Oh no, silly! I've known forever that itchy nose means meanie beesies!" she laughed.

"What...? But-"

"You never asked!"

Grinding her teeth, Dash repeated her mantra for dealing with the pink menace, 'Don't think about it, Don't think about it, Don't think about it...' Calming down, Rainbow sighed. "Yeah, okay... forget about it."

"Okie dokie lokie!"

"..."

"Are you going to sit down?" the pegasus rolled her eyes, exasperated. Pinkie gasped.

"Oh! Sorry~" still grinning widely, the party pony sat down right on a plate of lettuce. Rainbow Dash face-hoofed.

"Never mind..." she sighed. You'd think a pony would get used to it, but nopony ever got used to Pinkie Pie. "So, we doing any pranking today? I've got this sick set-up for Twilight..."

"Oh no, I'm sorry Dashie, but I can't today!" the pink pony pouted sadly, raising her hooves. Dash raised an eyebrow.

"Why?" she asked, not realizing her mistake until it was too late.

Pinkie took a deep breath. "Weeeelll you see this morning I'm picking flowers for Cranky because he's, you know, cranky all the time and then I have to run over to Twilight's so I can film my application to be Chairpony of the Grand Galloping Gala because last year really stunk and I want to make it the best party ever and then I have to go babysit Fluttershy's animals for a couple of hours because she is going-" Growling in frustration, Dash placed her hoof over Pinkie's still moving mouth.

"Pinkie?" the flyer asked.

"Yush?" the party pony answered, voice muffled by the blue hoof.

"I get it." The hoof was removed.

"Okie dokie!" the brightly colored mare beamed. Stretching her shoulders, Dash cracked her neck and began flapping her wings.

"Well, if we can't do any pranks today, there's a fluffy cloud out there with my name on it." she yawned. "See ya later, Pinks!"

"See ya!" Pinkie replied brightly. She watched happily as her friend flew away into the distance.

"Er, excuse me, um, miss, but are you done with that lettuce?" the timid voice of her waiter snapped Pinkie out of her little trance. She giggled.

"Hi, Quick Service! You look awesome today!" the pink pony complimented, twisting around on her rump to face him. The plate under the baker trailed lettuce in her wake, causing the waiter to grimace.

"Thank you, miss, but I have a job I must do-" the irked worker began. Gasping, Pinkie leapt ten feet into the air, breaking all laws of physics.

"Oh, you're right! I need to hurry if I want to get those flowers for Cranky! Thank you so much!" the party pony gushed, giving the pony named Quick Service a fast hug that left him desperate for air. Humming a merry tune, Pinkie Pie began bouncing off into town, en route to the edge of the Everfree Forest. All of the best flowers grew there, and nothing but the best was good enough for Pinkie's friends.

"One flower, two flower, red flower, blue; Pinkie Pie loves you and you should love her too~" Pinkie sang, bending over to look at a particularly vibrant rose. She stuck her nose in it and sniffed deeply, sighing in pleasure at the flower's scent. Humming to herself, the pink mare picked the rose up with her mouth and carefully separated the top half of the plant from its roots, placing the bulb into her nearly full saddlebags. Daisies, roses, tulips, wildflowers; you name it, she had it.

Pinkie stood in a great, wide open field filled with flowers of every type and size. Ominous and foreboding, the Everfree Forest loomed beyond the peaceful valley, like a terrible guard-dog watching over its beautiful charge. The wind blew softly, and Pinkie gratefully thanked the pegasi for the wave of pleasing fragrances that washed over her. The exotic birds of the Everfree belted out their melodies unabashed, hoping to attract the eye of that one special somepony (somebirdy?).

Suddenly, Pinkie Pie had the strange sensation that she was being watched. Curious, she scanned the tree-line for anything that might've given her the peculiar feeling. Finding nothing, she shrugged and continued to pick her flowers.

"Ow!" the earth pony yelped involuntarily, dropping the colorful flower she had been smelling. Her right foreleg ached from the sudden burst of pain. More specifically, the knee of her right foreleg.

"Oww... pinchy knee? There's nothing scary out here!" she frowned, looking about her peaceful surroundings. Nothing had changed; the day was still perfect. Raising her eyebrow, Pinkie cautiously picked up the lily she had dropped, placing it gingerly into her custom pink saddlebags.

"Something smells fishy, fishy fishy fishy..." Pinkie drawled, scratching her chin with a hoof. The birds stopped singing abruptly, as if on cue. The party pony frowned, swiveling her ears forward. Not only had the birds discontinued their tune, the sounds of the forest had ceased entirely, and the gentle breeze no longer prompted a chorus of rustling amongst the flowers. Where the world had once sounded full of life, there was only silence.

Feeling an impending sense of dread, the pink earth pony's ears flattened against her head. Shivering slightly, Pinkie decided that she had more than enough flowers to please Cranky, and turned to leave post-haste.

"Hey! Who put this... tree... here..." the mare trailed off, finding herself in front of what appeared to be a tall pine. Unconsciously, Pinkie found her eyes drawn upwards.

The pale face of Slendermane met her gaze, its invisible eyes boring hungrily into the small pony. Its suit took on the appearance of an endless black void in the sunlight, devouring all rays that made contact with the mysterious fabric. The creature's alabaster skin did the opposite, reflecting the light like a mirror, forcing Pinkie to squint. An unmistakable aura of danger flowed outwards from the slender pony; the air around it seemed to vibrate in anticipation.

The earth pony's mouth hung open in disbelief. Slendermane stood tall and stoically, watching the pink mare. Pinkie didn't move for almost a solid minute. She gasped mightily.

"Y-you... you..." she began, barely breathing.

"Must be new!!!" Pinkie Pie squealed in delight, muzzle breaking out into a massive grin. Her previous anxiety disappeared without a trace. The party pony began bouncing up and down, looking into the face of the monster at the climax of every jump. Displaying no sign of being surprised at the earth pony's sudden enthusiasm, Slendermane continued to stand quietly. Pinkie continued, unintimidated.

"I mean, I've never met you before so you must be new because I know everypony in Ponyville and I think I would remember somepony so tall!! Have you met Princess Celestia because she's tall too but you're way taller and you would probably make her super jealous and stuff." the chatterbox giggled. "Anyway, my name is Pinkie Pie. What's yours??"

No response.

"You don't talk very much do you? Well that's okay because I talk a lot and usually people tell me to stop but whatever what do they know and wow... you are so thin you should talk to Rarity because she is always talking about losing weight but I tell her she doesn't need to and..." the pink pony trailed off, seemingly deep in thought. Slendermane stayed silent, watching her. Always watching.

"Slendy!!!" Pinkie suddenly screeched, bouncing high into the air. "That's what I'll call you! Oooooooh we are going to have so much fun!! We are going to be super best friends forever and ever and ever!"

The fell creature slowly raised its left leg, inching its hoof closer to the unsuspecting pony. Pinkie continued talking, completely oblivious to her impending doom.

"Oh man, you never talk at all do you? Wait," Pinkie's eyes grew in realization, "Oh my gosh it's not that you won't talk it's that you can't talk, isn't it? I'm so sorry! This must've been really awkward, but don't worry I think I have a solution!"

The monster lunged forward, both legs extending at lightning speed towards the pink pony...

...Only to grasp at air, the earth pony mare having ran off a split second before hand. Having nothing to hold onto and nowhere to go but down, the nightmare fell flat on its face, landing silently onto a clump of flowers. The flowers in contact with Slendermane began to slowly wilt, changing from vibrant and beautiful to grey and sickly. Their petals fell off one by one, forming a wreath of dead flower stalks around the abomination. A butterfly made the mistake of flying too close; the little insect seized up and fell onto the dead ground almost immediately.

Pinkie soon returned, pencil and paper clutched tightly in her mouth. Ignoring the deathly scene, she spit the writing utensils onto the ground in front of Slendermane. "There! Now you can write what you wanna say and, oh!" the party pony giggled, noticing the evil creature's predicament. "You can't eat dirt, silly! It tastes bad and gives you a totally terrible tummy ache!"

Slendermane rose to its hooves in one swift motion, sending the grey petals out in all directions. Pinkie accidentally inhaled one, causing her to cough uncontrollably for a minute or two. Wiping a tear of strain out of her eye, the pink pony grinned apologetically. "Sorry Slendy, I can't remember the last time I coughed like that." Suddenly, Pinkie Pie's eyes widened with an epiphany.

"You're... hungry!! That's why you were trying to eat dirt!! No wonder you're so slender, Slendy!" she giggled, spinning around in a giddy circle. Slendermane began to take silent, menacing steps towards the mare. The earth pony stopped spinning and fixed the tall creature with a smug grin.

"Well don't you worry, Mr. Slendy, cause' Pinkie Pie here is the bestest of the best when it comes to baking delicious treats!" the pink mare bragged, slicking her poofy mane back with a hoof. Knocking the pencil and paper aside, Slendermane drew closer and closer to Pinkie, every flower in its wake turning a depressing shade of grey.

"To Sugarcube Corner!" she declared triumphantly, rearing back on her hind-legs with a whinny. Dust cloud trailing behind her, the party pony zoomed off in the direction of her home, which also doubled as her workplace.

The slender pony, unwilling to give up its quarry a second time, ran after Pinkie as quickly as it could, managing to narrowly catch up with the pink baker. The mare glanced over at the monster and grinned widely.

"Oooh! Are we playing tag? I love tag!!" Giggling madly, the earth pony sped up her pace. "You're it!!"

The two creatures, one a party animal, the other a living nightmare, rocketed over the fields and meadows separating Ponyville from the dreaded Everfree. Unknowingly putting herself in mortal danger, Pinkie Pie often slowed down just enough for Slendermane to almost touch her, only to laugh and speed up again. Hearing her hooves begin to clop onto the stone roads of her hometown, and not hearing her latest "friend's" hoofsteps, the pink pony turned her head to see if she won.

Slendermane was literally inches from Pinkie's panting form, and gaining ground fast. Yelping in surprise, Pinkie poured on the speed until she was an acceptable distance away.

"Wow, Slendy!! You sure are quiet... and fast!! Of course, I'm pretty quick myself!!" Legs on fire and lungs scrambling to take in as much air as possible, the party pony reveled in the thrill of competition.

The streets of Ponyville, at least the ones leading up to Sugarcube Corner, were almost completely deserted. Inspired by a sudden and inexplicable instinct urging them to avoid those roads at all costs, most ponies had migrated to the market in hopes of spending their bits in peace. The few who stayed despite such feelings regarded the tall monster with intense dread; however, upon seeing Pinkie Pie giggling like a foal out in front of it, they insisted to themselves that it meant them no harm. Nevertheless, the ponies quickly retreated into their homes, eager to put the mysterious pony out of mind.

Soon, the delicious-looking gingerbread roof of Sugarcube Corner came into view. Breathing heavily, Pinkie opened the door and entered the sweet shop, stopping to crouch and catch her breath. The smell of freshly baked treats wafted in from the back room, but the front of the shop was strangely deserted. Wiping off the sweat from her forehead, the baker greeted Mrs. Cake, who was whipping up her signature carrot cakes in the kitchen.

"Hi, Mrs. Cake~!" Pinkie called, trotting slowly to the counter. The sound of an oven closing was heard.

"Oh! Hello dear!" came the muffled reply of the store owner. "Come on in! I'm afraid I'm a bit busy right now though, so you're going to have to help yourself!"

Pinkie turned back to the door where her newest friend stood just beyond the threshold, its top half concealed behind the wall. It didn't even look slightly tired as it stood there casually, biding its time. Rolling her eyes, Pinkie Pie chuckled. "Well c'mon, silly! The doors are wide open!"

Slendermane took a hesitant step forward, before bringing its hoof back. The party pony frowned, before coming to a conclusion.

"Oh, I get it. You're too tall." the earth pony snorted in laughter. "Don't worry about it. No stinky door is going stop me from helping my friends!" The mare trotted behind the counter and nudged open the double doors leading to the kitchen. "Wait here; I'll be back in a jiff!" Pinkie left her guest standing in the street as she moved quickly into the next room.

Mrs. Cake was hunched over a tray of mini-carrot cakes, intently moving her icing packet left and right over the rows of baked goods. Pinkie hummed a tune as she rummaged through the stock of muffins they kept on the bottom shelf, looking for something her tall pal would enjoy.

"Hey, Mrs. Cake, what kind of muffins would you like if you were a ten foot tall slender pony?" the young mare asked nonchalantly. Mrs. Cake turned stared at the party pony, bewildered, before shrugging her shoulders. It was Pinkie Pie, after all.

"Oh, I don't know dear. Blueberry?" the frosting-maned mare replied, putting the finishing touches on her cupcakes. Mrs. Cake bent over and opened the oven, releasing a wall of fragrant steam before removing her finished batch and placing the new one in. Pinkie grinned widely.

"Perfect~! I knew I could count on you!" the pink mare scooped up a bunch of muffins with her spare leg, closing the pantry behind her. Raising an eyebrow, the blue earth pony slapped her hooves together, sending a puff of flour into the air.

"Oh yes, no problem dear. Who are they for?" Mrs. Cake questioned. Pinkie Pie squealed in delight.

"My new friend, of course! I call him Slendy~" she answered, bouncing on the tips of her hooves. She pushed open the door with her shoulder, smiling brilliantly. Confused, the older baker tilted her head in question, but the younger pony was already out the door.

"See you later, Mrs. Cake!"

With a sigh, the elder baker gave up. "Bye, dear."

Looking pleased with herself, the party pony moved towards the entrance, daydreaming of her new friend happily eating her hoof-chosen muffins.

"Hey, Slendy! Sorry you had to wait, I-" stopping mid-sentence, the pink mare finally took account of her surroundings. Slendermane was nowhere to be seen.

She looked left.

She looked right.

She looked left again.

Her new friend had vanished. Pouting in disappointment, Pinkie stomped a hoof on the hardwood floor. "Ooh, I didn't know he was a super shy pony too...! I knew I should've kept my eye on him!"

Pinkie Pie stood there for a while, absentmindedly munching on a blueberry muffin. Glancing skywards, the mare sighed. Noon already?

"Oh well... more muffins for me, I suppose!" the pink mare said cheerfully, always the optimist. "We'll meet again, I'm sure of it!" Trotting away merrily, the party pony left her house behind and set course for Twilight's library.

Mrs. Cake worked in her kitchen, humming to herself and reflecting on how strange her day had been. She woke up with a terrible feeling that something bad was going to happen, even though nothing ever did. Her shop was deserted, garnering not a single customer all morning. Not to mention how barren the streets were. Then there was Pinkie Pie. Fortunately (or unfortunately), Pinkie was a strangeness the adult mare was quite well acquainted with.

The sound of her children crying snapped Mrs. Cake out of her reverie. Sighing deeply, the mother set off to climb the stairs to the bedroom for the fifth time today. Evidently, she wasn't the only one who felt strangely uneasy. Caring for the children while her husband was away selling their goods to fancy foreign ponies was a much tougher task than she expected.

"Are you sure you'll be fine while I'm gone?"

"Yes, honey, I gave birth to them, I think I can watch them alone for a couple of days."

"Yes, but-"

"No buts, sweetie," she kissed him, "now get out there and make us rich!"

Snorting in amusement, Mrs. Cake shook her head. When her husband got home, she was taking a week-long nap. Reaching the end of the hallway, the blue mare twisted the knob on the ornate wooden door and thrust it open.

Light filtered in through the curtain-covered window on the far side of the bedroom, tinting the sunlight a dark shade of red. Toys littered the floor, strewn about haphazardly from intense play sessions. The two babies, Pound Cake and Pumpkin Cake, were wriggling around and crying in their usual grating manner. The room was normal.

But it felt so wrong.

Uneasily, Mrs. Cake put a hoof over the threshold. She was immediately assailed with the worst anxiety attack she had ever experienced. Almost keeling over, the baker's vision blurred and the world spun as her heart beat faster and faster. She was going to pass out.

Mrs. Cake gritted her teeth and locked her knees, barely managing to stay on her hooves. Her eyes burned with a mother's determination. She had to get her kids out of this room. Even if she didn't understand why, she knew this room was dangerous.

Forcing herself to march forward, the cerulean mare reached the small wooden crib. Sweat dripped down her face. Her legs shook and her breathing was shallow. The store owner craned her neck over the side of the crib and took a closer look at her babies. They were crying alright, but that was normal. She allowed a wave of relief to wash over her.

And that's when she realized they weren't making a sound.

Rubbing her eyes in disbelief, the blue pony did a double take. Yes, their mouths were moving. Yes, they were thrashing and kicking. They should've been making noise. But they didn't.

"W-what... in E-Equestria...?" she breathed, panic returning in spades. In one quick, nervous motion, the mother scooped up both of her bawling children and put them over her right shoulder. Rubbing their shaking backs, she began to whisper to them that everything would be alright; that they would leave the scary room and never come back. Something moved in the corner of her eye.

Is that a... tree root? And was it moving?? Mrs. Cake spun around frantically, desperate to exit the nightmare room.

The door was blocked.

Slendermane crouched in front of the exit, knees bent so that it could stand in the room without hitting its head on the roof. Spindly roots extended out of the black hole that was its suit, twisting and curling in a macabre dance. They clung to the walls and ceiling, as if trying to extract life-giving nutrients out of the dry wall and plaster. The creature's tie stretched behind it like an extra leg and wrapped around the door knob; an audible click momentarily broke the silence that had gripped the small bedroom.

She was trapped.

But so were her children.

"Y-y-you freak! L-leave my children be, y-you bucking monster!!" she hissed with quavering lips, her motherly instincts barely suppressing her uncontrollable urge to jump out of the nearest window. Slendermane tilted its head, contemplating the shivering pony. It stood there in that position, in utter silence, unmoving. What felt like hours passed, and nothing happened.

Mrs. Cake, growing more and more anxious about her mute children, took a hesitant step forward. The baker pony opened her mouth to speak.

"G-get out of my-"

Without warning, Slendermane surged forward with impossible speed, grabbing Mrs. Cake roughly before she even began to register what was happening. The roots collapsed into the center of the room, and the mother with her two children were wrapped into a cocoon darker than night.

She didn't even have time to scream.

"Consarnit', why am ah here again?" Applejack grumbled, fumbling with the expensive device held between her teeth. Pinkie laughed.

"You're my film pony, silly!" She declared, as if it was the most obvious thing in the world.

"Uh huh, Ah get that" the orange mare deadpanned, "but why'n Equestria did ya ask me to help you? Ah know about as much about this doohickey here as Rainbow knows about bein' modest!"

Pinkie snorted, waving a hoof at the farmer. "It's because you're so dependable, Jackie!"

The orange earth pony pinched her forehead. "Right..."

"Argh! Just let it go, Applejack. It's better that way." Twilight Sparkle spoke up, calling down from upstairs.

The two earth pony mares stood in the center of Twilight's library; Pinkie Pie eagerly waiting to start while Applejack attempted to find the 'record' button on the hand-held camera. Rows of shelves decked out with books lined the walls surrounding the two mares, the collection of knowledge looking well-worn from the number of times it's been accessed. It was obvious, however, that the proprietor of the library treated them with love. Twilight was on the second level, practicing her magic routine for her upcoming assessment. The prodigal unicorn, already stressed out enough by the test, was at her breaking point dealing with her two friends.

"Thanks for letting us use your stuff, Twilight~!" The party pony thanked, calling back.

"It's mighty kind of ya, Twi." Applejack added. There was a loud sigh.

"Yeah, yeah...," the lavender mare conceded. "Just keep it down." Pinkie mimed zipping up her mouth, locking it with a padlock, and throwing away the key. Applejack rolled her eyes.

"Ya'll can talk, Pinkie, just be a little quieter." The pink pony smiled.

"Okie dokie!" She replied. Spike, who had been sitting quietly in a corner of the room chewing a ruby, spoke up.

"Hey, what's this for anyway?" the baby dragon inquired, picking up another ruby and inspecting it with a critical eye. Squinting hard, he found the shape of it to his displeasure and discarded it for a shiny looking sapphire. Pinkie Pie inhaled deeply to reply, but Applejack saved the day by quickly running across the room and placing a hoof over the pink baker's mouth. Pouting, Pinkie sat down and pulled a blueberry muffin out of nowhere, devouring the entire thing in one bite.

"The old Chairpony of the Grand Galloping Gala was fired after last year." Applejack blushed with shame, knowing her and her friends had probably been the cause.

"Harsh." Spike remarked casually, holding his sapphire to the light. Applejack sighed.

"Yeah, well Pinkie here figured she'd make just as good a Chairpony as anypony else. Probl'y better. So we're sendin a video application to the ponies down'n Canterlot."

Spike raised an eyebrow. "You really think they would hire that pink disaster?" The two looked over at their hot pink friend, who was currently in the process of destroying a miniature city she built out of encyclopedias. Making roaring sounds under her breath, she knocked over makeshift skyscrapers and generally terrorized the imaginary inhabitants of Encyclopediaville.

They both blinked, and decided to leave the question unanswered. Returning to her former position a few feet in front of the party pony, Applejack raised her voice in question.

"Hey, Twi? Sorry to bug ya again, but how do Ah start this thing?" A frustrated wail echoed through the library. Hair tangled and messy, the sleep-deprived mare poked her head over the railing.

"You see that green button on the top?? That starts the recording. You press the red one to stop. Any more questions? Anything? No? Does anypony else want to interrupt Twilight's important studying? Anypony??"

Pinkie, head popping up from under the pile of encyclopedias that used to be her glorious city, raised her hoof. "Why is the sky blue?" she asked, eyes bright and sincere.

The honor student's left eye twitched. "Water vapor rising into the atmosphere. The light refracts off of it and gives the sky a bright blue color. Any more questions?"

Pinkie slowly rose her hoof again. Twilight stared at her for a good minute, before simply turning away without a word and heading back to her study desk. Shrugging, the pink mare turned to her country friend.

"Ready then?? Ooooh! I'm so excited~!" she squealed in anticipation.

Checking to see she had the right buttons, Applejack smiled. "Eeyup. Wait for mah cue."

"3..."

"2..."

"1..."

"Action!" The orange pony pressed the recording button.

"Hi everypony!!!" Pinkie began, bouncing high in the air. "My name is Pinkie Pie! I live in Ponyville and I love to party!!"

Confetti exploded spontaneously behind the mare, coming from no obvious source.

"I love slumber parties, cutie mark parties, pool parties, party parties... Oooh! And of course dance parties! Those are my favorite!! I know songs to make you shake your grove thing, songs to make you happy, songs to make you sad, even songs to make you dance with your special somepony!" the pink earth pony giggled in delight.

"Sure, I might've wrecked your old party, but that one was boring and dumb and unfun! Why, I-" Applejack made a face of distress and gestured for Pinkie Pie to move on. The baker became quiet, as if debating something in her mind, before suddenly jumping at the camera and putting her face right up next to it.

"Oooh! Please, please, please hire me! I promise I will be the best Chairpony ever!! I will make it the greatest party of all time! Pinkie promise! I would die for this job!!" she begged on her hooves and knees. Applejack, alarmed by the sudden intensity of her plea, took a step back. Pinkie went quiet for a while, and the farmer raised an eyebrow.

"Ya finished?" she inquired. Spike looked upon the scene with amusement, sucking on the tip of his chosen gem.

"Yep~!" Pinkie sang. Sighing, Applejack went to press the 'stop recording' button.

A sudden burst of static and a high pitched wailing noise came out of the small hand-held. Yelping in surprise, the country mare dropped the expensive device onto the floor. Seconds later, the camera went quiet.

"What in tarnation!?" she exclaimed, scratching her head. Pinkie Pie frowned.

"Applejack, you silly pony, you broke it!" she accused, pointing a hoof at the orange earth pony. Distressed, Applejack waved her hooves in a gesture of innocence.

"N-no ah didn't! Ah swear!"

Spike chuckled. "You're in for it now."

"Aaaagh! Why can't a pony get any quiet around here!?" the aggravated voice of Twilight Sparkle echoed down the stairs once more.

"Applejack broke the camera-thingy!"

"No ah didn't!"

The stairwell of the library was filled with angry hoofsteps as the purple pony made her way to the first floor. Twilight kept a poker face as she trotted over to the fallen device. After picking it up and observing it with a critical eye, she nodded to herself and walked over to her projector, which was pushed into a dark corner of the room. Applejack watched the frazzled mare with concern.

"Twi...? Are ya okay?" she asked, a little worried about her lavender friend's sudden change in attitude. Celestia's protege took a deep breath, closing her eyes in a supreme effort to keep calm.

"The way I see it...," she began,"...the sooner I solve your problem, The sooner you can get the hay out of my house and leave me in peace." Applejack laughed awkwardly, rubbing the back of her head with a hoof.

"Ah'm mighty sorry, Twi..." she apologized. Twilight dragged the cart with the projector on it to the center of the room and pointed it at a wall.

"Just... don't." The magic student replied. She gestured tiredly to Spike. "Get the screen for me?"

The green and purple dragon nodded in affirmative and leapt to his feet. Dropping his precious sapphire, he brought a ladder over to the wall and climbed to the top. He jumped onto the small metal handle and let gravity pull him and the blank canvass down from the ceiling.

Pinkie Pie bounced up next to Twilight, head tilted in question. "How's this going to fix Mr. Camera? We already had movie night, silly!"

The purple unicorn was surprisingly able to keep her poker face. "It's not for a movie, Pinkie. The camera is fine from what I can tell, but the data might be corrupted. We have to watch your application to make sure it won't corrupt the whole thing."

"Oh~! Okie dokie lokie!"

Sighing in exasperation, the unicorn plugged in the camera and navigated the menus until she found the video in question. Applejack and Spike walked over to watch. It certainly looked fine, so Twilight selected it and pressed 'play'.

Zzzzzrch. An extremely loud wave of white noise bursted from the speakers attached to the projector as the canvas began to display static. Grimacing from the sudden sound, the four friends covered their ears. Twilight reached for the stop button, but a different sound abruptly came from the speakers.

It was evidently Pinkie talking, but unless you knew what the video was ahead of time it was impossible to guess. On the audio, her speech alternated between being so fast that her voice was as high pitched as a mouse, or so slow it was completely incomprehensible. None of the visual portion of the video was left intact; the screen continued to display static. Only three words out of Pinkie's entire plea survived. Looped versions of the words played simultaneously in the background, making it sound like several voices were speaking at once.

"Zztch...somepony...zatch btz...will...brtzz...die..."

The screen suddenly flashed white, the high pitch wailing sound from before pealing out of the camcorder. Abruptly, the video stopped, and the room went quiet. For several seconds, not even Pinkie had anything to say.

"Man, that's creepy." Spike remarked, once again casually munching on his gem. Twilight shook her head and unplugged the camera.

"Well, it's corrupted all right. Sorry Pinkie, but you need to try again another time." The lavender mare levitated the camera beside her, rolling the projector back to its previous position. Pinkie pouted.

"But Twiiiiliiiightt~!"

The unicorn waved her hoof sharply. "Later. I need to delete the corrupted data." Dejectedly, the pink earth pony sat down and cast her eyes to the floor. Applejack trotted over to the sad mare and patted her on the back.

"Don't ya worry none, Pinkie. Ah'm sure Twi will fix that thing up lickety-split." the orange pony comforted, before turning back to Twilight. "Thanks a lot, sugarcube. Anythin' Ah can do to repay ya for your troubles?"

Twilight's poker face cracked for a split second. "Well, you could leave," then, reconsidering, she added, "Actually, there is. I could use your help practicing this spell I'm stuck on." Applejack looked uncomfortable.

"Well, Ah'd be happy to help Twi, but Ah'm afraid Ah don't know much about magic." Twilight smiled, an evil glint in her eye.

"Oh, don't worry. You just have to stand there." The unicorn mare replied.

"So... Ah'm a test subject?"

"Precisely."

"...Great..." Sighing, the orange pony accepted her fate. When the Element of Honesty said she was going to help, she was going to help. Regardless of what said help entailed.

The two mares moved to the stairs before turning back to Pinkie Pie, who was still sitting sadly in the middle of the room. "Come back after my test, Pinkie. I'll fix it and then you can show those ponies in Canterlot your stuff." Twilight said, hoping to cheer her pink friend up. Pinkie brightened.

"Okie dokie. Thanks again for letting us use your stuff. You're my best purple unicorn friend ever~" the party pony gushed, getting back on her feet. Twilight giggled.

"Thanks Pinkie." she said. Raising an eyebrow, the magic student asked a question she had been holding off on for fear of Pinkie's "over-enthusiastic" answers. "By the way, what's with the flowers?"

Pinkie looked puzzled by Twilight's question for a second, until she looked at her own flanks and realized that she had been carrying Cranky's flowers around with her all day, and they were starting to wilt. A distressed look passed over her features.

"Oh my gosh! I completely forgot!!" the party pony exclaimed. Thanking her lavender friend profusely, she rushed to the door and thrust it open, stepping out into the afternoon sun. Remembering something, Pinkie turned back to call out to her friends.

"Oh!! And you guys are totally invited!!" she shouted, cupping her hooves around her mouth so she could be heard.

"To what?" came Applejack's confused reply. Pinkie giggled to herself.

"Slendy's party, of course!! Oh! And bring a mask! Slendy loves those~!" With that, the party pony was off to Cranky's house. Twilight and Applejack looked at each other and shrugged. Pinkie will be Pinkie, after all.

The afternoon air was strangely cold when Pinkie arrived at the small residence, which was nestled away in a sparsely populated section of Ponyville. The grey walls of the building seemed strangely foreboding today, and no smoke rose from the small brick chimney attached to the roof top. The light of a candle flickered too and fro in the bedroom window, casting odd shadows on the thin pane of glass. It was the only light in the house, at least from what Pinkie could see in the rays of the now-setting sun. Pinkie got the annoying feeling she was being watched again, and she looked suspiciously at the trees surrounding the abode. They rustled innocently in the breeze, seemingly proclaiming that they had nothing to hide.

Ignoring her feelings of uneasiness, Pinkie Pie put on a happy face and bounced to the old wooden door that marked the entrance to the house. She knocked on it three times.

"Cranky~! Matilda~! I brought you some flowers!!"

There was no answer. Puzzled, Pinkie knocked again.

""C'mon you guys, they're a little wilted but I worked hard to get them for you~!"

Again, a response was not forthcoming. Annoyed that the two donkeys were ignoring her, the pink pony tried the door knob.

"I'm going to give you these flowers whether you want them or not!" She declared, twisting the silver orb in her hoof. The door was unlocked, and it slid open smoothly on oiled hinges.

Stepping into the house felt like diving into a deep pool. The earth pony's ears popped as she crossed the threshold. Heart beating ever faster, Pinkie shakily made her way through the front room towards the living room, where she knew Cranky liked to read a good book from time to time.

Turning left through an ornate archway, Pinkie reached her destination. A large red couch was situated in front of the desolate fireplace, one of its cushions still bearing the indentation of a pony's (or donkey's) behind. A shelf crouched underneath the only window in the entire room, its healthy-looking brown finish contrasting with the dust sifting through the air. Outside, the party pony could see the beginnings of Celestia's sunset, orange and amber bands of color rolling through the sky like waves in an ocean. The floorboards creaked eerily as Pinkie tiptoed to the center of the room.

"C-Cranky? Matilda?" She called, voice breaking. Only the oppressive silence answered her. A small framed photo on top of the shelf caught Pinkie's attention, and she slowly made her way over to it, taking great pains to minimize the amount of noise she was making.

It was a picture of Cranky and Matilda at a beach, frolicking in the waves together. In background she could see little foals in their inner-tubes, their parents reaching out to them in concern for their safety. A tan colored stallion was paddling out into the sea, his stomach to the bottom of a surfboard. On a bad day, this photo might have even cheered Pinkie up, because of how much she liked to see her friends having fun.

The faces of Cranky and Matilda were hidden by some sort of symbol. A circle, intersected by a large X.

Frankly, the picture creeped the baker out. She left the room, intending to head to the bedroom next. She was curious; why would Cranky or his marefriend deface such a nice photo? As she walked through the short hallway leading to her destination, she noticed all of the other portraits or photo's hung on the walls were vandalized in the same way. Photos of Cranky when he still had hair. Pictures of Matilda leaning lovingly on her buckfriend's shoulder. A portrait of the two of them holding hooves, walking down a boardwalk during sunset. All were adorned with the same mysterious symbol.

Along with this disturbing revelation, Pinkie's feelings of dread continued to increase the more she walked down the hall. It was a short walk, but the atmosphere of the home made her feel like she was marching to her own funeral.

Gulping loudly, the pink baker knocked softly on the bedroom door.

"C-Cranky...? M-Matilda...?" She repeated, pressing her ear to the bare wood. Only the creaking of the floorboards answered her. Taking a deep breath and steeling herself, she opened the door.

The bedroom was empty. The bed, still made but bearing evidence that it had been used recently, sat in the corner of the room, next to a nightstand. The candle continued to flicker on the stand, casting ghastly shadows across the floor and onto the walls. From the window behind the candle, Pinkie could see the road she had traveled to get here, along with a small overhang that was suspended over the entrance. Confused and worried for her two friends, Pinkie began to think of worst case scenarios.

'W-where did they go...?' She thought, walking to the nightstand. 'Were they... taken... by somepony...?' The party pony looked around anxiously as she tried to remember whether or not the two lovebirds told her if they were going on a vacation this week. Shifting nervously, the earth pony accidentally knocked her flank into the nightstand, causing one of the shelves to slide out an inch. Curious and hoping to find a clue, Pinkie Pie opened it all the way and pulled out a small, white pamphlet.

Mount Hoof, it declared in bold letters at the top, the most popular tourist destination in all of Equestria. Come see the site of Celestia and Nightmare Moon's final, epic battle! Witness for yourself the majestic...

Pinkie stopped reading and released a sigh of relief. So they did go on vacation. Looking back at the flowers still in her saddlebags, the pink pony decided to keep them and bring them to Fluttershy's place.

She would pick more flowers for Cranky when he got back. The symbols still made her uneasy, but Pinkie was never one to judge a friend's taste in aesthetics. Maybe it was some kind of feng-shui thing. The baker turned towards the door, eager to leave the oddly nerve-wracking residence. A painful squeezing feeling suddenly made itself known in Pinkie's right foreleg.

Pinchy knee.

Turning around, Pinkie looked out the window to see Slendermane, silently watching her through the glass. The earth pony's spirits lifted at the sight of her new friend.

"Slendy!! Hi-" She began enthusiastically, cutting herself off when the tall creature rose to its hooves and turned away from the window. Frowning, Pinkie raised her voice again. "Hey! Where are you going!?"

The monster passed out of the party pony's line of sight, moving behind the wall towards the woods that surrounded Cranky's house on either side. Frantically trying not to lose her companion a second time, Pinkie Pie rushed through the house and slammed open the entrance, dashing through and out onto the road ahead.

She looked left.

She looked right.

She didn't look left again, because she knew Slendermane was gone. Pawing at the dirt path in frustration, she snorted angrily.

"I just wanted to say hi," she pouted aloud. "He doesn't have to run away like I'm some horrible monster pony! Hmph." Shrugging her shoulders to get her saddlebags adjusted right, she looked up at the sky. There were maybe two or three hours left of daylight; the sunset was only in its infant stages. Huffing one more time in agitation, Pinkie Pie began trotting towards her final destination of the day, Fluttershy's cottage.

"Oh, um, welcome Pinkie." The timid voice of the yellow pegasus greeted. The slot where Fluttershy was looking at her friend slid shut, followed by several metallic clicks and the jangle of a chain. Finally, the door opened and Pinkie could walk inside.

Smiling cheerfully, the party pony said hello to the many woodland creatures that rushed from their hiding places to greet their usual pet-sitter. Giggling, the earth pony faced the shy pegasus again. "What's with all the locks, Fluttershy? It's not Nightmare Night yet!" Fluttershy blushed and hid behind her pink mane.

"Um, well... you see, my friends here all seemed so nervous today and... oh, I just simply had to make sure they were safe." She said, smiling lovingly at all her animals. Pinkie Pie jumped up suddenly, forcing a bird that had landed on her back to take flight in agitation. She grinned widely.

"You can trust me, Fluttershy!! I'm the bestest pet-sitter in Ponyville," the pink pony snorted, "Well, except for you, of course."

Fluttershy nodded. "Oh, yes, I'm sure you are Pinkie. Um, just do the usual okay? Spot only eats the green tomatoes, um Brendan has a bad leg, so don't let him run around to much... um, and-"

Pinkie Pie rolled her eyes. "Raul needs his medicine after dinner, right? C'mon Fluttershy we've done this before. Trust me~" the party pony gave her most winning smile. Wincing, Fluttershy sighed in acknowledgement.

"Yes, of course you do Pinkie, sorry... I'll only be gone for a little while, so you probably won't have to feed them." She said, petting the squirrel that had nuzzled up to her. The earth pony raised an eyebrow.

"Where ya going?"

"...Zecora's hut..." The pink mare's eyes widened in surprise.

"You're going to the forest? But it's almost dark, you silly pony!" She admonished, wagging her hoof at the timid pegasus. Fluttershy scraped at the ground with her hoof.

"As long as I'm back before dark it's not that scary... um, besides, Simba needs his special arthritis medicine and only Zecora can make it so..."

Pinkie stared at her yellow friend for a while before grinning proudly. "You're so brave, Fluttershy~!" She exclaimed, giving her pink-maned friend a big hug. Pinkie released her, and Fluttershy backed up blushing.

"Oh, um, thank you." She said softly, putting on her yellow saddlebags. "I'll be back before sundown so-" A flash of white materialized itself and latched onto the animal lover's leg, planting itself firmly on the ground. Fluttershy frowned. "Now, Angel, we talked about this. I need to go get medicine, so you have to let me go."

The rabbit furiously shook his head, pointing down at the floor of the cottage, then at the locks on the door.

"Angel, please. I'll be fine."

The bunny again shook his head, jumping up and down in frustration. He pointed outside, and then pretended to slit his throat with a finger. The bunny's head went limp for a second, as if he had actually cut himself, and then perked back up with a determined look in his eyes. The yellow pony shook her head firmly, giving her favorite bunny a stern look.

"Thank you for your concern Angel Bunny, but I will be fine. Let go."

The gutsy rabbit refused, stomping his right foot on the ground and pointing again at the locks. Fed up, Fluttershy turned the dreaded Stare on the poor animal.

"Let. Go." She commanded. Unable to resist his owner's command, the bunny's arms went limp and the pegasus, nodding to Pinkie Pie, exited the cottage and closed the door.

Suddenly snapping out of his Stare induced trance, Angel ran at the door and began pounding on it with his little fists, making angry squeaking noises. Pinkie looked at the rabbit with concern.

"Oh, don't worry Angel Bunny, she'll be back soon! Turn that frown upside down!" the pink mare cheered, spinning around in a quick circle. The bunny looked back at Pinkie with intense worry in his eyes before his face contorted into an angry snarl. Stomping his feet, the animal plodded upstairs like a foal being sent to his room. Frowning, Pinkie looked around the room at all the other animals and saw worry in their eyes as well.

Struck by inspiration, the party pony grinned slyly. "Who's up for a game?" She inquired, rubbing her hooves together.

It was poker night at Fluttershy's house, and Pinkie Pie was rich. Piled high next to her cards on the dining room table was a massive stack of all sorts of treasures: sunflower seeds, dog treats, and even an embroidered collar she got off a particularly gullible basset hound. Animals of all shapes and sizes were crowded around the table, holding their cards any way they could, giving each other suspicious looks. The shiny aluminum appliances and stocked pantries of Fluttershy's kitchen surrounded the players. To the left of the table was the entrance to the rest of the cottage, where candle light lit the front room in a peaceful orange glow. To the right, the backdoor let the gentle light of the rising moon through its screen window.

"I raise one dog treat, and ten seeds!" Pinkie declared, pushing said objects into the center of the table. Immediately following, at least five sets of cards were folded, the animals holding them moaning in defeat. Only a toucan named Theo and a newfoundland named Washington matched Pinkie's raise. Barking confidently, Washington pushed two more dog treats into the center of the table. Pinkie narrowed her eyes while Theo squawked in outrage; nevertheless, they matched the bet. Passing on the opportunity to raise, Theo gestured with his wing for the only pony attending to flip the final card.

It was a ten of diamonds. The animals around the table watched in anticipation as the players began to lay down their cards. Theo, puffing out his chest with pride, had three kings. Washington slobbered on the table in excitement, laying down his full house with a challenging look at Pinkie. Would they finally beat the king of the table? Keeping her poker face, the dealer glanced around the table, making sure to meet every animal's eye. Grinning widely, she splayed out her cards for all to see.

4 of a kind, ace high. She laughed as the animals all groaned as one. "Better luck next time!" Fluttershy's pets all continued to make sounds of protest as the baker pulled her winnings into her pile.

"Ow!" She yelped, right foreleg acting up again. The animals at the table all went quiet, their eyes wide in fear. Rubbing her leg, Pinkie looked questioningly at them, tilting her head.

"What's wrong?"

Suddenly, as one, every animal in the room bolted out of the kitchen as fast as their limbs could take them, be it their legs, wings, or otherwise. The stampede knocked over cans of spices and expensive vases, the former's contents spilling onto the floor in a messy puff of flavor. The fragile containers shattered onto the shining tile, creating what should've been a cacophony of obnoxiously loud bumps, crashes, and splatters. But, as the confused mare soon realized, they made no sound at all.

A loud creaking sound, the only sound currently audible, echoed through the medium-sized kitchen. Turning towards the backdoor, Pinkie was just in time to see Slendermane poke its head into the room. Strangely unable to find anything to say to her friend, the pink pony watched quietly as the creature ducked its massive body under the door frame and waddled into the room, its legs bent at a comical angle. Once inside, Slendermane stood to almost its full height, towering over Pinkie like a giant over an ant. Crossing her hooves across her chest, the earth pony finally found her voice.

"You meanie! It's impolite to run away from ponies, especially your friends!!" She scolded, unfolding her legs and rising to her hooves. She marched purposefully over to the monster, looking it directly in where she assumed his eyes were under what she assumed was a mask.

Slendermane had had enough. The atmosphere from Cranky's house seeped slowly into the room, only this time it was much, much more intense. The air positively thrummed with murderous energy, and gravity itself seemed to multiply in intensity as Pinkie Pie was forced sputtering to her knees.

"H-huh...?!" She breathed. The sound of blood rushing in her ears was all-consuming. Paralyzed by an unknown fear, it was all she could do to lay there as Slendermane raised its hoof for the final time.

Out of nowhere, a loud, shaky squeak pierced the crushing silence, dispelling the atmosphere as quickly as it came. Looking up at Slendermane, Pinkie began to doubt herself. Was she making a mistake trying to befriend the mysterious pony? Surely the energy she felt before couldn't be coming from it.

Right?

Angel rushed from his hiding place, charging wildly in a frantic attempt to protect his master's friend. Squealing in fury, the rabbit threw itself against the black void of Slendermane's suit, only to careen to the floor when the creature lifted its leg. After contemplating the brave animal momentarily, the slender pony replaced its leg back to its previous position, right on top of the squirming bunny's body.

Angel Bunny convulsed uncontrollably for three seconds, before falling completely still. Absolute silence returned to the room.

Pinkie Pie, refusing to believe her new friend was a bad pony, and always seeing things in a positive light, smiled widely. "Wow, Slendy! You didn't tell me you were a masseuse!" Grinning, the misguided pony poked Angel's unmoving head with a hoof. "Look how relaxed he is~!"

A timid knocking noise reverberated through the house. Happy that her old friend might get to meet her new one, the party pony skipped over to the door and opened it, revealing the shy pegasus and her empty saddlebags.

"How'd it go?" Pinkie asked, eyeing her bags in confusion. Fluttershy sighed.

"Well... I got to Zecora's hut, but when I knocked on the door she just screamed at me to go away... I hope nothing's wrong..." the yellow mare trailed off, noticing her friend's eager look. "Um, whats wrong Pinkie?" Unable to contain her enthusiasm, the pink earth pony bounced high in delight.

"Ooooh, you just gotta meet my new friend," she began happily, turning away from Fluttershy, "He's..."

...Gone?

Again?

"Ooohh!! That pony!! This is the last time he runs away from Pinkie Pie!!!" Roaring in fury, the party pony pushed Fluttershy aside and rushed out onto the road outside, determined to find her friend.

Confused, Fluttershy simply stood in the doorway for a minute, trying to piece together what just transpired. After failing miserably, the pegasus trotted into her home and set down her bags.

"Angel," she called, "mommy's home! I'm sorry I was so mean earlier. How about I make you that nice lettuce sundae you love so much..."

Looking around, the timid pony realized with concern how all of her animals were cowering in a corner on the far side of the room. Panic crept into her voice. "Angel?! Where are you?!" Flapping her wings furiously, she flew to the kitchen.

And stopped dead.

Angel was lying on the floor, seemingly unconscious. Through a haze of pure panic, Fluttershy was unable to see his chest moving even slightly.

'My Angel...' Fluttershy's muscles were frozen in place.

'My Angel!!!'

By the time the yellow pegasus's voice caught up to her body, Pinkie Pie was too far away to hear Fluttershy's scream.

The moon was still just barely beginning to creep over the Eastern horizon, basking the long trail back to Ponyville in a silver light. Pinkie Pie stomped along the path angrily. She spent ten whole minutes looking for her friend and still came up with nothing. She was becoming fed up with Slendy and his habit of disappearing randomly.

"Oh, If I find that meanie I'll... take away his cupcake privileges for a month!" she grumbled under her breath, kicking a particularly unfortunate stone.

A crying sound echoed through the night. Thoughts jarred by the mournful noise, the pink pony looked up into the dark sky.

A yellow pegasus with a pink mane flew across the moon, her silhouette cutting through the crisp night air, wings beating frantically. "Fluttershy...?"

Pinkie felt a familiar pain in her right foreleg. Learning by now that this feeling signaled the arrival of her newest companion, she spun on her hooves with a pout on her face.

Slendermane walked up the road behind her, keeping a casual, and, as usual, silent pace. Its suit was so black that it actually stood out against the dark of the night. The only easily visible portions of the tall beast were its face and the tips of its hooves, which reflected the moonlight and produced the effect that they were glowing. Pinkie stood her ground and waited for the monster to approach before unloading on him.

"You meanie! Meanie, meanie, meanie! I'm never going to get you another muffin again!! I'm going to-" She blustered, before stopping. Slendermane simply walked right past her.

"H-hey! Wait up!"

The two walked side by side for a while. Pinkie Pie stayed quiet, afraid that if she spoke Slendermane would run away again. No crickets chirped; the only sound was the crunch of Pinkie's hooves on the gravel. Ponyville came into view, and Slendermane stopped.

Turning back, Pinkie frowned as she gazed at her companion. Just who was this strange pony who wears a mask? Who towers over even Celestia herself?

"Not coming?" the pink pony asked, oddly subdued. The events of the day had tired her out. The monster said nothing, as it was wont to do. Sighing, Pinkie held out her hoof.

"I need to get home, Slendy." she began. The tall abomination stared at the hoof in quiet contemplation. "It was nice meeting you though. I hope we can meet again when you don't, you know, disappear every time I wanna hang out with you."

The creature began to walk forward. That's when the feelings began.

Despair.

Fear.

Depression.

Suddenly shaking, the earth pony fell to her knees again. What the buck was going on?

Terror.

Hopelessness.

There was no escape.

Slendermane towered over Pinkie Pie once more. Before, Pinkie Pie saw the monster's height as something different and interesting. Now, it seemed like it was using every inch of it to intimidate the poor pony. She hadn't felt this way when she was with it before. Why now? What was happening?!

"U-ugh, s-stop..." She choked. The creature reached towards Pinkie's shaking hoof, which was still aloft in a gesture of farewell. She couldn't move.

Contact.

Ignorance is bliss.

The illusion was shattered.

The disgusting squish of entrails raining down from above. Cleavers splitting bellies apart, cutting them open like a hot knife through butter, releasing the precious red fluids in a blossom of agony. Poison flowers dissolving the insides of foals. Torture. Rape. Pain. Slicingcuttingkillinglaughingbreakingrippingdyingcrushingpiercing-

Pinkie screamed louder than ever before.

The pink mare ran for her life, tears flowing freely from her eyes. Choking and gasping, sides heaving in fear and exhaustion, her hooves crashed down clumsily on the road. Her lungs were on fire. Her ears heard nothing but the visions.

Squish, squish.

Her friends. She needed her friends. If anyone could save her, it would be Twilight.

"Ohpleaseohpleaseohplease-" she whimpered in agony, the visions still cutting deeply into her mind. Every window was a flat blade, every door, a portal to hell.

It was still behind her, silent as a ghost. How long was it watching her? It was too quiet. Too. bucking. quiet.

The library came into view, and Pinkie fumbled with the knob unsuccessfully for several terrifying seconds before finally forcing it open and stepping into the well-lit tree house.

"Twiligh-"

"Shh!" The horrified earth pony was shushed by a mare she barely recognized through the haze of fear. It was Nurse Redheart. Biting her lip hard enough to draw blood, Pinkie frantically looked over the room and was surprised to see almost all of her friends there, minus Rarity. Fluttershy was sobbing in the back of the group while the others were huddled around a grey-coated doctor named Get Well.

"Please!" Pinkie sobbed, throwing herself at the other Elements. They turned to her with faces of concern, which quickly transformed into faces of disgust.

"Pinkie! Can't you see we have an emergency here?!" Twilight said angrily, gesturing a hoof towards the floor in front of the doctor.

Angel lay sprawled on his back. The vet was taking various measurements with his tools. She should've known. This was her fault.

"You don't understand! Slendy-"

Applejack bucked Pinkie Pie in the face, sending her sprawling onto the library floor. The others looked at her in alarm before grim acknowlegement crossed over their features. Sniffing, Pinkie rubbed her face where the hoof had connected.

"Darnit, Pinkie! We don't have time for your bucking games!! Can't you see somepony is hurt?!" The farmer roared, stomping her hoof on the ground.

Pinkie looked at the faces of all her friends. Twilight. Applejack. Rainbow Dash. Spike. Fluttershy...

Sobbing wretchedly in fear and frustration, the pink pony turned and ran out the door, leaving a dejected Applejack behind.

"Ah, shoot..." She mumbled, pulling her hat down over her eyes. Twilight put her hoof on the orange pony's shoulders.

"You did what you had to. We can apologize later, when nopony's in danger." She said, eyes sad. Rainbow Dash bristled.

"Something's wrong. Really wrong. I've never seen Pinkie like that." Her friends turned to her, sorrow etched onto their faces. The cyan pegasus' wings flared outwards. "I'll be right back."

Kicking off in a cloud of dust, Rainbow Dash rushed out of the library and into the open sky. "Where are you Pinkie...?" Continuing to scan the town below, she found her friend in an alleyway not too far from the library.

But... what was that with her?

Rainbow Dash began to cough. Her throat felt like an army of red ants was marching down it. Her lungs began to contract and close up. Her wings, deprived of the air necessary to fuel them, failed her, and she crashed to the ground between Pinkie and whatever she was cornered by. Eyes watering, Dash cast her eyes upward from her fallen position, sizing up her enemy.

She wished she didn't. A tower of pure fear rose above her; wicked tendrils blacker than night whipped around voraciously, searching for a target. The presence of this monster was more powerful than anything speedster had ever felt before.

"D-Dashie...!" Pinkie whispered behind her. Rainbow Dash shook off her fear with pure willpower. She was here to protect, not to cower.

The Element of Loyalty rose to her hooves and took a shaky battle stance.

"B-bucking monster... stay away from my friend!!" She rushed at Slendermane full tilt, front hooves poised to rip the fell creature apart.

Pinkie flashed back to their breakfast that morning. Rainbow Dash was protecting Pinkie again, but this was beyond anything they had fought before. Nightmare Moon was a child. Discord was a weakling. Chrysalis was a joke.

Slendermane was a true nightmare.

"No!!" Pinkie screamed, struggling in place. Try as she might, the earth pony couldn't move a single hoof.

Rainbow Dash connected with a scream of vengeance. Slendermane, for all its supernatural strength, staggered back several paces. But the damage had been done.

Rainbow Dash screamed again, this time in pure agony. She fell to the ground and began to thrash around, head between her hooves as she was assaulted by the visions. The pink pony could only whimper, tears falling down her cheeks, as she watched her friend writhe in pain.

"D-Dashie... please..." She cried, eyes large and afraid.

"Run..."

"Yeeeeeeeeaaaaaa!!!" Dash roared, leaping to her hooves in a flurry of cyan feathers. She screamed towards the still-stunned monster on shaking wings, colliding once more with her opponent. Slendermane fell, long legs buckling under the relentless assault. The loyal pegasus, eyes wild and mouth foaming, reeled from the blow and crashed into a wall , wailing under the influence of fresh visions.

Drowning in bodies, a sea of corpses and blood. Feasting on the flesh of-

'My friend...!'

-still breathing ponies. Foals mourning over-

'...I have to...!'

-the remains of mothers and fathers. The witch doctor and-

'...I will...!'

-his candied poisons, selling them to desperate and sick ponies. Thunderclaps of-

'Protect her!!'

Biting her leg in an attempt to drown out some of the images with physical pain, Rainbow Dash rose to her hooves.

Crack!!

"Aaaaagh!" The rainbow-maned pony screamed, feeling the bones of her wing fracture under the pressure of the sudden and devastating strike. Through crying eyes and a haze of pain, the pegasus barely registered the looming form of Slendermane, tentacles swirling around it like bees around a kicked beehive.

Snap!!

Her right leg was forced into an unnatural angle when the tentacle broke her knee. Visions of bone splinters being driven into her flesh spread across her mind like wildfire.

Snap!! Crack!! Crunch!!

As the blows increased in intensity and ferocity, the images the contact incited became worse and worse. Dash, a broken mind in a broken body, thought she could vaguely hear her friend calling her name. Who was her friend again? The pegasus couldn't remember. All that existed was pain. The lash the tentacle. The fire in her mind. She thought she heard screaming, but whether it was her own or somepony else's mattered little.

"W-why...! I-I-I just w-wanted to b-be your friend!!" Pinkie bawled, collapsing onto her stomach. She couldn't decide. Would she cover her eyes and listen to her best friend's death throes, or close her ears and watch her be torn apart? In the end, she was unable to do either.

Pinkie Pie watched in quivering silence as the roots discontinued their barrage and began to wrap slowly around the thrashing pegasus like an anaconda strangling its prey. Eventually, Rainbow was completely obscured from view, a shell of writhing darkness the only thing left visible. The screaming stopped. For a minute, the only sound was Pinkie's sobbing and the beating of the pink pony's heart. The tentacles retracted.

Rainbow Dash was gone.

Pinkie held her breath as Slendermane directed its attention back towards her, tentacles dancing eagerly in the moonlight. It was hopeless. She killed her friend tonight, and now it was her turn.

As the tendrils slithered around her and her thoughts were consumed with brimstone, she finally understood. The reason it came to Ponyville in the first place.

It was here for them.

It was here for revenge.

Get Well smiled gently as the mares surrounding him began to register what he had said.

"Angel.." Twilight started, a grin moving across her face.

"...Is going be okay?" Applejack finished, her own smile quickly gaining ground.

"Sweet!" Spike cheered.

"Ooh!" Fluttershy squealed, latching onto the vet with a crushing hug. "Thankyouthankyouthankyou!" Nurse Redheart laughed quietly from her position beside the doctor.

"Yes, quite. When the purple pony teleported to me yelling at the top of her lungs about an emergency, I thought somepony was having a heart attack or a stroke." Get Well remarked, casting a sideways glance to the unicorn in question. Twilight blushed in embarrassment. Cracking his neck, the doctor yawned. Fluttershy reluctantly released him. "It seems to me like Angel Bunny here had a fright, that's all. Rabbits are prone to sudden panic attacks because of their nature as a prey animal. He should wake up in a day or two."

The grey pony gathered up his things and, gesturing for Redheart to follow, made his way to the door. Not once ceasing in her endless barrage of thank-you's, Fluttershy saw them out and rushed back to Angel's side as soon as the door closed. Nuzzling her face against her pet's snout, the yellow pegasus hummed contentedly.

The immediate crisis over with, Applejack sat down heavily. "It's been a long day." She stated tiredly, rubbing her eyes with a hoof. Twilight agreed with a lazy nod of her head. The grin slowly faded from the lavender mare's muzzle. "...What are we going to do about Pinkie?" she asked guiltily, thinking back on how they had treated her. Applejack sighed.

"Ah suppose Ah'm just going have to apologize and hope for the best." The orange earth pony admitted, equally guilty.

Spike spoke up. "Speaking of Pinkie, didn't Rainbow Dash go get her? Shouldn't they be back by-" A loud belch interrupted the baby dragon's question, the resulting plume of green fire scorching the floor. A worn scroll fell out of the air, landing on the ground with a soft crumpling sound. It was emblazoned with the seal of Princess Celestia herself.

"A message...? This late?" Twilight pondered out loud, scratching her head.

Suddenly, a strong wind picked up inside the tree. A flash of dark blue light illuminated the center of the library, before fading away to reveal an unexpected guest.

"P-Princess L-Luna?!" Fluttershy exclaimed in disbelief, finally looking up from Angel. True enough, the princess of the night now stood proudly in the middle of the room, her long, sparkling mane and tail flowing in the lunar breeze. Everypony bowed deeply in respect.

Looking over the small group of friends, Luna smiled lightly. "Twilight Sparkle. We meet again. Rise." The alicorn commanded. As the mortal ponies complied, Luna walked briskly to a front window, scanning the outside nervously. They watched as she continued on to a second window, and then finally checked the door to see if the locks worked. Raising an eyebrow, Twilight spoke.

"Excuse me, Princess, but is something the matter?" Luna's own expression mirrored the magical protege's inquisitive one.

"Didn't you read my sister's letter?" she questioned. They all shook their heads.

"We just got it, your Highness." Applejack answered, taking off her hat in respect. Luna snorted impatiently.

"Read it post-haste." She commanded, spreading her wings and flying to the loft. She inspected Twilight's bedroom window the same way she inspected the others. The lavender unicorn levitated the scroll over to herself, casting a curious glance at the Moon Princess. Noticing her look, the dark blue alicorn sighed tiredly.

"I wish I knew the specifics, Twilight Sparkle," The lunar goddess elaborated, "but all I know for sure is that something terrible is happening in Ponyville." Luna stared into the distance, eyes grim.

"And that we are running out of time."

Author's Note

Hey guys, if you liked it make sure to drop a LIKE or a COMMENT! Or both, if you're so inclined ;)

Paragon

Show me a hero and I'll write you a tragedy.

F. Scott Fitzmareald

Dear faithful student,

I send you this message to warn you of a great danger. I have reasons to believe that forces beyond even my control are on the move in Ponyville. An old enemy I fought long ago has reappeared; a monster who's only pleasure is in the pain of others. I urge you to gather your friends and stay indoors until help arrives. Stay together at all costs, cover your windows, and lock your doors. I am on my way.

Sincerely, Princess Celestia

"M-m-m-monster???" Fluttershy squeaked, hiding behind her pink mane. Luna nodded grimly.

"I only know as much as you do, Elements. My sister refused to answer my questions. She ordered me to teleport here ahead of her to protect you." With a sideways glance, the princess of the night adjusted her crown. "From what, I know not." It was obvious she didn't appreciate being left out of the loop. Twilight lowered the parchment from her eyes, rolling it up and floating it over to Spike. The baby dragon took it and clutched it tightly.

"I'm sure the Princess has a good reason for not telling you, Luna," she consoled, "It must not be too big of a threat. She didn't want to worry you, that's all."

Luna blinked. "Celestia is bringing the Elements of Harmony with her."

Applejack's eyes widened. "The Elements?! Hoo-whee! Sounds pretty serious to me, Twi." The apple farmer remarked, working out the fatigue that had gathered in her joints. She began jogging in place. "Don't ya worry none, Princess. Once me and mah pals have the Elements, we're unbeatable!"

"Yes. I of all ponies should know that. It's just..." The Moon Princess shifted uncomfortably. "I saw something in Celestia's eyes that I've never seen before. She was... afraid." Luna shivered, and a cold silence descended over the room. Spike, biting his nails anxiously, gave voice to what everypony was thinking.

"Princess Celestia was scared? I don't believe it." The dragon breathed. Twilight seemed to realize something and, desperate to change the subject, cleared her throat.

"Luna, if the Princess is so worried about what might happen to us, why didn't she just teleport along with you?" The lavender mare inquired, nervously tapping her hoof on the wooden floor.

"She used quite a bit of her magic earlier, in the throes of a wicked dream." Luna replied. "Even I could barely contain her. She is flying here from Canterlot in order to conserve what little magical strength she has left." The room was silent once more.

"She expects a fight." Applejack stated solemnly. Luna nodded again, apprehension evident in her dark green eyes. Fluttershy hugged an unconscious Angel before rising to her hooves.

"D-Don't be afraid Princess. We're your friends. We'll get through this together." The shy mare asserted confidently. The rest of the ponies all nodded, and Luna's anxiety slowly faded. The alicorn chuckled slightly, embarrassed that she had to be comforted by those she had been sent to protect.

"Many thanks, kind Fluttershy. Funny, I-" Luna's speech was cut off as she came to an abrupt realization. The alicorn scanned the room frantically. She couldn't find them.

Confused by the princess' sudden distress, the ponies exchanged worried glances. "Princess, what are you looking for?" Twilight asked, perturbed. Luna turned to her with a desperate expression.

"Where is Pinkie Pie?" She asked. "And young Rainbow Dash? And Rarity?"

The Element's eyes began to widen in comprehension. "Rarity is at the botique. She told me she had a big order to fill today. Mah... Mah sis is with her!" Applejack yelled, going into full panic mode. She rushed towards the door, but was barred by the bigger alicorn. The orange pony grunted in frustration. "Move! Mah sis is out there!"

Luna shook her head. "If Rarity and your sister remain inside, they should be fine." The princess reassured. Applejack looked hardly convinced, but abstained from bucking the ancient mare in the face. "That leaves the other two." Luna continued. "If Rainbow Dash is in her cloud home, she should be okay as well. Where is the pink one?" Twilight shifted nervously.

"She... she was here before. We kind of chased her away..." Ashamed, the magic student hung her head.

"S-she was acting so scared." Fluttershy supplied. "Like she was... running... from something..." The yellow mare trailed off.

Silence.

A painful moan escaped from them all when they realized what had happened.

"It seems Pinkie Pie is in danger." Luna bit her hoof, deep in thought. Applejack's eyes began to water.

"A-Ah did this! Ah made her leave! This is all mah fault!" The farmer wailed, hiding her crying face behind her forelegs.

"R-Rainbow Dash f-followed her..." Fluttershy hiccuped, beginning to cry herself. Luna looked up in surprise for a second, then continued to think even more intensely than before.

"Why didn't we listen..." Twilight added, biting her lip to keep from bawling.

"P-Pinkie Pie..." Spike whispered.

Luna stomped her hoof on the ground, coming to a decision. "Enough. We don't know if Pinkie Pie or Rainbow Dash can be saved. We won't know unless we try." The mares and the dragon stopped crying and rubbed their eyes, turning in rapt attention to the lunar goddess. "This goes against my sister's orders. She said to stay inside at all times. To stay safe no matter what. But she also said to protect you six. At all costs."

The Moon Princess turned to the door, twisting the knob with her magic. The door flew open, the cold night air flooding in, washing over the assembled ponies. Only darkness lay beyond that threshold.

"We travel together. Nopony leaves the group for anything. Be ready to run... and..." The dark blue alicorn twisted her head around, meeting the eyes of the everypony. They were filled with a determination only the deepest of friendships could foster. Luna made a vow to her sister. These were her friends too.

She would protect them. "...Stay behind me."

No matter what.

"Cutie Mark Crusaders Pillow Fight Go!!!"

Rarity winced at the chorus of high-pitched voices filtering in through the door to her workroom, causing her sewing arm to jerk slightly to the right and lead the tread askew. Left eye twitching in irritation, she sighed and floated the piece of cloth up and out of the machine, discarding it into a bin on the other side of the room. The bin was, frustratingly, nearing max capacity; a testament to the trouble the white unicorn had been having all day.

"I want the fluffy one!"

"I called it!"

"Nuh uh!"

The fashionista groaned. "Now, now Rarity..." she muttered to herself, grabbing another piece of cloth with her telekinesis. "A lady must be patient..." Taking a deep breath, Rarity inserted the new cloth into the machine and readied it by smoothing out its wrinkles with her hooves. Leaning back, the unicorn looked out of her window, eyes lidded with fatigue.

The day had been more than a little busy. An order had come in from Canterlot around three o' clock this morning, demanding a full wardrobe of brand new, unique, and jeweled ensembles for an upcoming performance by the end of the week. Normally, Rarity, being the sensible mare she was, would've politely pointed out the time of day and suggested with some insistence that the mailpony should get lost. Her objections were extinguished, however, the second the delivery pony said who it was for.

Rarity sighed dreamily. The pony of pop, Sapphire Shores herself, had been so pleased by her outfits the first time that she just simply had to buy more. It was a dream come true for Rarity. To have a celebrity as a regular customer drew attention, and, of course, even more customers.

Unfortunately, in typical Sapphire Shores fashion, the star had charged Rarity with an almost impossible task. Casting her
azure gaze around the room, she eyed her already-completed pieces with satisfaction, certain that they would please the V.I.P.

A loud whumph sounded from the front room.

"Got you!"

"Oh yeah!? Take this!"

As if completing an impossible order wasn't hard enough, there was the sleepover. Weeks ago, Rarity had promised a whole day where Sweetie Belle and her friends could stay up and play all they wanted. Her sister had been looking forward to it for days, and now, when it finally came time to open her doors to the little menaces, it couldn't have happened at a worse time.

Whumph!

"Ow! That hurt!"

"It's just a pillow, don't be such a chicken!"

"I am not a chicken!"

Rarity shook her head and walked to the door to her workshop, using her magic to turn the handle and push it open. The mare flinched when she saw what had happened to the room.

Feathers floated down from the ceiling and settled on ponniquins and the floor. Cushions were scattered haphazardly across the room, their seams bulging and on the verge of tearing. Three suddenly guilty fillies stared up at her with wide, apologetic eyes.

"Uh... hey sis. Um..." The alabaster unicorn filly began, scratching behind her mane. She was perched atop the purple couch that Rarity liked to use when being dramatic.

"We ah... Ah mean... it was Scootaloo's idea!" The yellow earth pony accused, pointing a hoof at the purple-maned pegasus filly. Scootaloo herself was busy trying to stuff as many feathers as she could back into her own pillow.

The accused filly shot Applebloom a scandalized look. "Was not!" She retorted, sliding the pillow under the couch. Rarity pinched her forehead in exasperation.

"It's... fine, girls, but in the future could you please be a bit quieter? I'm rather busy and would appreciate it ever so much." The white mare barely prevented a pleading tone from entering her voice. Happy that they were being forgiven so easily, the three smiled angelically.

"Of course!" They chimed, tiny halos appearing above their heads. Disregarding the overly-innocent looks the fillies were giving her, she smiled in thanks and went back to her workroom. Closing the door behind her, the mare settled in and stretched. Soon, the rattle of the sewing machine echoed through-out the small room. The hypnotic sound allowed Rarity to relax and take the day in. Despite all of the work, the annoyances, and surprises... today had been a good day.

Despite her pleasant mood, however, the alabaster mare felt strangely unsettled. It was an unprompted and irrational feeling- a niggling annoyance in the back of her mind. It felt like something bad was going to happen. Fortunately, the nice (though tiring) day had proven her instincts wrong. The feeling was still there, but she could ignore it quite easily.

"Cutie Mark Crusaders Leapfroggers!!"

Rarity stiffened, managing to stop her hooves from going astray. Proud at her accomplishment, she continued-

Crash!

The sound of something very expensive shattering against the floor elicited a yelp out of the white pony, along with a flinch that turned the neat, straight seam of her stitching into something more resembling a zig-zag. Angrily, Rarity tossed the cloth into her bin and stormed out into the front room. Her eye twitched again as she saw that one of her ponniquins had been knocked over, crashing into one of the big mirrors that adorned the walls. The pieces were everywhere.

"Girls..." Rarity's voice was deadly quiet, betraying the mare's intense agitation. The fillies looked up from their impromptu game of leapfrog and glanced to the wall, flinching in unison as they saw what they did.

"Ah... Scoot... did it...?" Applebloom explained uselessly, scraping a hoof on the ground.

Rarity's eyes narrowed. "Clean it up. Now."

Kicking off in a flurry, the group of offending fillies rushed to do as they were told, grabbing dust pans and brooms. Sighing, Rarity allowed a small grin creep onto her face. "Less horse play from now on, okay ladies?"

The girls all looked up from their work at the same time and nodded their heads as fast as they could. Satisfied, Rarity once again retreated into her workroom, leaving the door open this time so she could keep an eye on her guests. Fishing through her various cloth bins, she only managed to find one more sheet that fitted her needs. A wonderful dark red, the sheet was terribly wrinkled and creased to the point where no amount of hoof-smoothing would fix it. Moaning quietly in frustration, the mare rolled out her ironing board and laid the sheet on top of it.

"Okay... done." The fashionista heard the small voice of her sister in the other room.

"Well... now what?" Came the disinterested voice of Applebloom.

"Nothing too awesome... I don't wanna have to clean anymore." Scootaloo replied. "Cleaning is not my special talent."

"What about... Oh! I have an idea!" Sweetie Belle spoke up enthusiastically. "We can tell stories!"

The other two crusaders groaned, obviously not as enthused by the suggestion. "Boring." Scootaloo yawned. The sentiment was repeated by Applebloom. As Rarity leaned forward to grab her iron- the best ironing was done with your own two hooves, after all- she could see the little unicorn's wicked smile.

"Horror stories." She said evilly, flicking off the lights with her magic and producing a flashlight. She held the light under her muzzle, where it helped cast spooky shadows across her face. Scootaloo and Applebloom exchanged a look, before grinning widely.

"Now you're speaking my language." The orange pegasus agreed.

"For sure," Applebloom echoed, "Anypony know a good one?" The bright yellow filly settled onto the tile floor as Sweetie put the light down. Scootaloo looked each of them in the eyes, a smirk playing on her lips.

"Do I ever."

Rarity began her work, ears tuned into the conversation. She wasn't much for scary stories, but she could enjoy them now and then. Besides- the unicorn grimaced at the mess of a cloth- she wasn't doing anything but ironing anytime soon.

"Once upon a time, in a dark corner of Equestria... there was a little town, full of ponies." The orange filly began. "The town was surrounded by a deep, evil forest... filled with all kinds of monsters. The villagers were warned by their leader to never enter these woods, because everypony who tried to brave the wild was never... seen... again." Scootaloo shifted her eyes between her two friends, seeing them fully engaged in the story. Rarity chuckled, amused by how easily entertained the kids were.

"In this village there was a mare. A beautiful mare, who everypony-"

"Oh! What color was her mane?" Sweetie Belle spoke up, voice cracking in an adorable fashion. Scootaloo raised an eyebrow.

"Uh... Pink." The pegasus said, annoyed that her story was interrupted.

"What was her cutie mark?" Applebloom inquired, raising a hoof.

"Um... I dunno... a flower?"

Applebloom frowned. "That's stupid." Scootaloo scowled.

"And who's telling the story here, huh?" She retorted, sticking her tongue out.

Applebloom opened her mouth to reply, but was abruptly cut off by a coughing fit from Sweetie Belle. The little unicorn spasmed for a minute before wiping her mouth and shaking her head, grinning weakly. Rarity looked on in concern. Sweetie Belle had been having these coughing bouts for a few weeks now, but Nurse Redheart and Get Well were unable to discern the source of the problem.

"What?" The sick filly asked, voice a little hoarse.

Scootaloo tilted her head. "You alright, Sweetie Belle?"

"Yeah," Applebloom said, "Ya ain't sick are yah?"

The white unicorn filly nodded. "I'm fine guys," She promised, "Really."

The other two looked at each other and shrugged. "If you say so," The pegasus said. Scootaloo grinned once again. "Now where was I? Oh yeah, so there was this mare, right? A mare so beautiful that the entire village was in love with her and would do whatever she asked. Now, on the outside she might've been beautiful, but on the inside she was a spoiled brat. She let everypony else do her chores and did whatever she wanted."

Sweetie Belled sighed. "That would be the life..."

Unperturbed, Scootaloo continued, "The mare had everything she wanted, but, being a brat, she always wanted more. Eventually, the village got too small for her. So she set off into the forest for someplace better, despite the warnings of the village mayor. She didn't get far before she met one of the monsters that roamed the forest... a cockatrice, the size of a house!"

The three shivered, recalling a particularly bad memory involving a cockatrice and a chicken. Rarity, ironing her sheet, listened quietly. She found herself quite interested in the foal's tale. Scootaloo kept going.

"She got away... but at a terrible price. The mare's entire face... had been turned to stone." The fillies and mare gasped. The fashionista gingerly touched her face with a hoof, dreading the consequences of her perfect face turning into a rock.

"When she returned," the pegasus said, "People no longer saw her as beautiful. In fact, they called her ugly, and shunned her from their celebrations and homes... The mare, ashamed of her new look, wore a mask to hide her face..." Grinning madly, the purple-haired pony picked up the flashlight and put it under her muzzle, copying Sweetie Belle.

"But it wasn't enough..." She said eerily. " They say, lonely and angry... the Masked Mare travels the night, searching for beautiful faces... brandishing a silver knife..."

The filly creeped up to Applebloom and Sweetie Belle, whose eyes were wide with fear. "And when she finds one... when the pony is asleep in their bed, dreaming of sugarplums... she..."

Scootaloo flicked off the light; the only source left was Rarity's workshop lamp, and it wasn't enough to light up the front room as well. The alabaster mare was at the edge of her figurative seat. The silence lasted a few seconds.

"Steals your face!!!" Scootaloo shouted suddenly. The flashlight lit up to reveal the pegasus in a makeshift mask . The two fillies screamed, flailing up onto their back hooves and falling right on their rears. Scootaloo roared with laughter while Rarity giggled.

"Gotcha!" The filly laughed, pointing a hoof at her embarrassed friends. Giggling behind a hoof, Rarity reminded herself to get Scootaloo to tell stories more often. The look on her sister's face was priceless. Applebloom got up and rubbed a hoof behind her head, blushing furiously.

"A-Ah wasn't scared! Ya just surprised me, that's all." The yellow filly glared at her orange friend, who grinned back. Sweetie rolled onto her stomach.

"M-me either!" The unicorn protested, getting up. "That wasn't scary at al-"

The small unicorn suddenly collapsed into a coughing fit more violent than the last, losing her balance and falling right back onto her belly. Rarity dropped her iron and went quickly to her sister's side, joining the already concerned group of Scootaloo and Applebloom.

"Sweetie, are you okay? Shh, it's okay dear, I've got you." Rarity comforted, rubbing the little filly's back. Scootaloo looked guilty.

"Oh no... is it my fault?" The speedster asked, biting her lip. Rarity smiled sadly at her.

"Of course not, dear; she's had this dreadful cough all week." The mare turned back to her sister, who was beginning to calm down. "Poor Sweetie..." Rarity whispered lovingly, stroking the crusader's frazzled mane. Eventually, the coughing died down and Sweetie Belle took a deep breath. Smiling, the fashionista let go of her little sister. Her smiled faded when she saw the far-away look in the filly's eyes.

"Thanks, Rarity." The little unicorn said, taking a few more deep breaths. "I don't feel so good... I think I'm just going to go to bed."

"Awwww!" The other two crusaders whined, disappointed they were losing a crusader while the night was still young. They quickly read the atmosphere, however, and bowed their heads.

"Well... Ah hope ya feel better Sweetie Belle." Applebloom said.

"Yeah, we can still have plenty of awesome fun tomorrow!" Scootaloo added, grinning. She knocked Sweetie Belle playfully on the shoulder. The two moved nearer to the door at the front of the shop to discuss further plans for the night.

Rarity nodded slowly. "Oh... okay." She kissed the little unicorn on the head. "Good night, Sweetie."

The filly didn't reply; she just turned around silently and trotted up the stairs, head down. Rarity watched her go, wondering what she should do next. The fabulous unicorn considered leaving her be, but as the door to her sister's room closed Rarity felt her heart twist. The cough had been a tenacious enemy all week, and the sleep-over must've been the only thing keeping the poor girl in high spirits. Now, the cough had ruined it...

Rarity climbed the stairs and walked down the hall to Sweetie's room. Moonlight streamed in from the window at the end of the long hallway, allowing the white mare to navigate without using her magic. She stopped in front of Sweetie Belle's room, leaning her head against the door as her hoof twisted the knob.

"Sweetie, I'm coming in." The mare said softly, pushing the door open. A small yelp was heard before Rarity could open the door all the way, along with some scuffling noises. When the fashionista entered the room, Sweetie Belle was backed up into a corner of the wall, hooves suspiciously behind her back. Rarity noticed and arched an eyebrow.

"U-um hey, sis. I-I was just headed to bed..." The filly stammered, forehead sweating.

"I was just coming up to make sure you were all right... what is that?" The white mare asked, pointing an inquisitive hoof at her sister.

"What do you m-mean?"

"The thing behind your back." Rarity replied. Shrugging nonchalantly, the unicorn filly floated a small book out from behind her. The cover read 'Junior Sketchbook'.

"Just a drawing book. You know. For... drawing." The crusader laughed awkwardly. Rarity smiled and tilted her head, intrigued by her sister's sudden interest in art, if a little put off with her strange behavior.

"I didn't know you drew, darling! Mind if I take a peek?" The white pony inquired, taking hold of the book with her magic. To her surprise, she found resistance. Sweetie Belle smiled a little too widely.

"U-um, no, it's okay. I'm not that good of an artist anyway." She said, straining against her sister's magical grip. Rarity was curious, but let it go. After all, she was here to make sure her sister was alright, not to intrude upon her privacy. The mare's sister breathed a sigh of relief, opening one of her drawers and sliding the sketch book into it.

"Okay, Sweetie. Are you sure you're alright?" The purple-maned unicorn asked, frowning slightly in concern. Sweetie Belle practically leapt onto her bed, snuggling into the covers with a smile on her face.

"Yeah, sis. Thanks for worrying about me." The filly said, looking lovingly at her sister. Rarity walked forward and gave her a quick nuzzle.

"Please, Sweetie, what are sisters for?" Rarity hummed. Sweetie Belle giggled.

"G'night, sis."

Rarity moved to the door, flicking off the lights. "Good night, Sweetie."

Smiling happily, the boutique owner closed the door softly and started down the stairs. Now that she knew Sweetie was okay, she began to prepare herself for the rest of her all-nighter. First things first, though.

"Alright, ladies," the unicorn began, reaching the end of the stairs, "I want you to be as quiet as you can, because I have quite the busy night and am not up for any more..." The fashionista trailed off as she realized that the two fillies she was addressing were outright ignoring her. The crusaders were looking out through the front window, not moving a muscle.

Huffing, the white pony trotted forward, intending to give them both an earful. "Girls-"

Rarity stopped when she noticed their eyes. They were wide and fearful. Scootaloo turned her head towards the white unicorn, visibly shaking.

"I-I-It's t-the Masked M-m-mare..." The frightened pegasus spoke. Applebloom's gaze remained locked outside. Rarity rolled her eyes, stepping forward to look out the window herself. She took a cursory glance at her front yard and sighed, spying nothing.

"Please, girls, I don't-"

Something shifted out of the corner of her eye, a flash of white and pink. The fashionista quickly turned her head towards the sudden movement. Applebloom whimpered.

The earth pony was only just visible; the lamplight from Rarity's doorway barely managed to reveal more than a face and a torso. The figure in the yard stood stock still, its body wrapped in what seemed like a tattered apron, its long pink mane frazzled and sticking out in every direction. A white mask was strapped to its face, depicting a crying mare, silver tears dripping from her drawn shut eyes.

The sight unsettled Rarity greatly. The nagging feeling she had pushed into the back of her mind came back, whispering promises of violence and evil in her ear. The mare(?) outside tilted her head at the three, allowing the light to catch the silver accents on her mask. It gave the illusion the mask was actually crying.

"Girls." Rarity intoned, feeling her knees beginning to go weak. "Go upstairs with Sweetie Belle." Applebloom finally tore her gaze away from the dark figure.

"R-Rarity...?" She said pitifully, unsure if she should stay or go. The mare looked at the two, seeing their frightened eyes and feeling her own resolve building.

"Go."

Wordlessly, the two fillies dashed away from the window and up the stairs. Rarity waited for the sound of their hooves to fade before she looked back out the window. The Masked Mare stood where she did before, head still tilted, apron fluttering slightly in the night wind.

The boutique owner turned from the window and trotted to her kitchen, where she retrieved a candle and lit it with a match. Forcing herself to march back to the door, Rarity took a deep breath. She was in the middle of one of the friendliest towns in Equestria. The pony outside was probably playing a prank at her expense, or might even need a place to stay. Surely she meant no harm.

Right?

Rarity pushed open the door.

The cold night air rushed in, brushing against her and making the small flame atop her candle dance. She shivered and cast her gaze around the yard.

There was nopony.

"H-hello...?"

No response. Had the mare left?

"Hel-"

Crack!

A scream caught in Rarity's throat as she was thrown back against her door, ribs fracturing under the pressure of a brutal two-hooved buck. Vision swimming, the fashion mare saw her assailant rush out of the shadows, following up her sneak attack with a headbutt that sent Rarity sprawling onto the floor of her front room.

"What-?!" She coughed, tears of pain forcing their way into her eyes. Ears ringing, the unicorn heard the sounds of frantic hoofsteps on tile. The white mare yelped in surprise and barely rolled out of the way of a vicious stomp. Dazed, Rarity struggled to regain her footing.

"What are you doing?!" The fashionista cried, using a mirror for support, breathing heavily. She could taste copper. The Masked Mare stood in the center of the room, mask balefully glaring in Rarity's direction. What was going on?! A thousand thoughts and images rushed through the white mare's head all at once, doubts and fears flashing by at light speed.

The most terrible thought demanded the most attention.

Was she going to die?

Without warning, the Masked Mare sprinted forward, her intent clear. All illusions disappeared. This was a fight to the death.

Rarity screamed properly this time, the situation having finally sunk in. She dived out of the way of the angry charge, screeching in terror. Her attacker crashed into the mirror, sending sharp shards in every direction. Lines of blood appeared on the murderous pony's flanks, eliciting no reaction from the mysterious assailant. Through the haze of fear, Rarity tried to make out the mare's cutie mark; but either it was too dark, or she was too terrified to make sense of it.

Shaking her head, the Masked Mare silently picked up a piece of the broken mirror, weighing it in her hooves. Rarity saw her reflection in that mirror- messed up mane, sweaty coat, breathing heavily with eyes wide in horror. She saw a small dribble of blood running down the side of her mouth. The aggressor tightened her grip on the mirror shard and tensed for another attack, panting heavily behind her mask. She had not said a word to identify her reasons for the sudden assault. It probably didn't matter now.

"Please, stop!" Rarity cried, tears of fright rolling down her cheeks. "Why are you doing this?!" There was no response. The Masked Mare took a sudden step forward.

"R-R-Rarity?" A small, terrified voice sounded down the stairs leading to Sweetie's room. Rarity immediately recognized it as her sister's voice. The Masked Mare froze, before casting her glance towards the stairs.

The sound of Sweetie Belle's voice knocked Rarity out of her terror induced stupor. Everything seemed to go in slow motion. Her sister was up there. Her sister's friends were up there. Innocent foals. And they depended on her. She fought to stop shaking and looked at the situation in a new light. If she lost, the Cutie Mark Crusaders were as good as dead.

"Stay upstairs, Sweetie!!" Rarity screamed. "Don't worry, everything will be fine!!" She just had to keep the mare down here. Keep her away from her sister at no matter what. The Masked Mare stole a quick glance back at Rarity before running quickly towards the stairs, mirror piece gripped tightly in her forehoof.

"Stay away from them!!" Rarity roared, running full-tilt at the mysterious mare. The attacker was taken entirely by surprise, given the fashionista had done nothing but cower and cry since the fight began. Screaming a battle cry, Rarity lashed out with her back hooves, feeling them dig into her ambusher's side. Grunting in pain, the Masked Mare toppled sideways and rolled back onto her hooves, brandishing the mirror shard like a knife. The mare gripped it so hard it drew blood, thick lines of dark red rolling down her leg onto the ground.

The Masked Mare lunged forward, swinging the sharp edge down in a wicked arc towards Rarity's left shoulder. The unicorn, thinking quickly, tossed her mane aside and tilted her head so that her horn deflected the blow. The pain was immediate and immense, causing Rarity to squeal in agony and become temporarily blinded. The Masked Mare, taking this opportunity, attacked again, this time aiming to end the fight with a quick stab in the throat.

Rarity was in pain, but she was anything but beaten. Growling with a new found anger, the fashion mare gripped the other mare's hoof in her magic and poured everything she had into it. The mare's hoof stopped mid-stab, before being slowly forced open to drop the shard on the ground. The mirror piece clattered to the floor, and Rarity wasted no time.

Once, twice. A third buck sent the mare sprawling to the ground in a heap, from which she did not get up for several seconds. Blood was rushing in Rarity's ears, her heart was beating like a frenzied war drum, her mouth tasted like meat and copper. Gritting her teeth, the boutique owner pounced on the Masked Mare, pinning her to the slick tiled floor.

The mare struggled madly to get free, thrashing about in every direction, yet uttering no sound. Eventually, Rarity reared up slammed the earth pony's head onto the ground, dazing her assailant into staying still for a few precious seconds.

"No!" Rarity seethed, finally having the upper-hand in the battle. The Masked Mare's head moved from side to side, a pathetic attempt to escape the fashion pony's iron hold. "Enough! You won't hurt my sister!"

Rarity grabbed the mysterious pony's mask in her teeth, ripping it from her attacker's face.

"Now who the hell-"

The mask fell to the floor. Rarity, stunned, released the earth pony and fell backwards onto her hooves.

"You...?" She whispered. "Why...?"

A chorus of long, terror-filled screams echoed down the stairs from Sweetie Belle's room.

Mrs. Cake smiled.

Author's Note

Dun dun DUUUN! Make sure to leave a LIKE or a COMMENT if you gusta'd. Thanks for reading!

Ignition

Bitterness is like cancer. It eats upon the host. But anger is like fire. It burns it all clean.

-Maya Angelpony

"Girls!!" Rarity cried, trying and failing to get to her hooves. The tile floor, now slick with blood, gleamed wickedly in the pale moonlight. The Crusaders continued screaming, their voices combining into one, horrifying crescendo of fear.

Sobbing in panic, the white mare struggled for an agonizingly long time to regain her footing, desperate to reach her sister and her friends. Finally, painstakingly, the unicorn regained purchase and turned from the prone form of Mrs. Cake and dashed to the stairs, taking one last look at her unexpected attacker.

Mrs. Cake lay on the ground, breathing heavily but otherwise not moving. The mask she had worn to assault Rarity was next to her, face down and cracked. The baker's right leg was damp with blood; a jagged, still-bleeding laceration visible where she had gripped the mirror shard. Her bright pink mane, now matted and filthy, fell past her eyes to pool on the tiles, blending in with the dark red ichor. Her eyes were wide and far-away, as if she was seeing something only visible to her. As Rarity moved up the stairs, she saw Mrs. Cake mouthing something noiselessly. The earth pony raised her right hoof to gaze at her wound without comprehension.

Hooves pounded heavily up the stairs, their panting owner trying desperately to make sense of it all. Mrs. Cake was her friend. They've lived together since before Rarity could remember. Even just yesterday, Rarity had gone to Sugarcube Corner for a guilty treat. She had a nice conversation with the blue mare. A pleasant, friendly conversation. Rarity couldn't remember what it was about, but they had laughed together. They had smiled and waved good-bye to each other.

And now, Mrs. Cake was trying to kill her.

The whole ordeal was... mindboggling. The snow white unicorn could barely wrap her mind around the idea of hurting somepony. And yet here she was, knocking a pony around with her bare hooves. Drawing blood. And her victim was one of her dearest friends. Unfortunately, the mare had little time to languish over her predicament. When Rarity was halfway up the stairs, the screaming abruptly stopped.

Panic and adrenaline coursed through the fashionista's veins, sending her senses into hyperdrive. All she could feel was the dull ache in her horn, the sharp stabs of pain that came from her abused ribs with every labored step. All she could hear was the rush of blood. All she could see was who she had to save. She had to get to the Crusaders. She had to save Sweetie Belle.

"I'm coming!" She shouted. "I'm coming girls!!"

Panting, she cleared the top of the wooden steps and rushed to Sweetie's room, pushing the door aside to find only a dark, empty room. The Cutie Mark Crusaders were nowhere to be seen.

The only sound in the house was the frantic beating of the white unicorn's heart as she turned the light on and searched the whole room top to bottom. Under the bed, empty. In the closet, empty. She even checked behind the dressers. Empty, empty, empty!

"Girls!" Rarity screamed hoarsely. "Where are you?!"

Her cry echoed through the house, but no reply came. "Girls?"

"...Girls...?" Oh god, had she lost them?

A long, drawn out creaking, produced by what could only be door hinges, rang in the silence as loud as a siren. Like a rocket, Rarity ran out of her sister's room and into the upstairs hallway, casting her eyes in every direction in an effort to discern the source of the noise. Down the hall, the door to her room was slightly ajar, light from a small lamp flickering through the crack.

Rarity was down the hallway and beside the door in under a second. "Girls!" She yelled, slamming the door open. "Are you-"

The fashion mare's room looked as it always had: a large, plush bed in the corner, a wooden table with a small sewing machine by her dresser, a polished mirror above her engraved vanity. The window in the center of the far wall, next to the bed, was open, letting in a small breeze. The curtains danced like ghosts in the night wind.

And in front of the window, frozen stiff and eyes locked out into the night, stood the Cutie Mark Crusaders. Feeling a massive weight lift off of her chest, Rarity smiled despite everything. Hearing the fashionista's footsteps, Applebloom turned quickly, twitching like a cornered animal. For a split-second, the terror in her eyes burned bright and frantic, until she realized who was standing in the doorway.

The yellow earth pony instantly broke down into sobs, her eyes flooding with tears. Bawling, the little filly threw herself into Rarity's hooves.

"R-R-R-Rarityyy..." She cried, burying her face into the Element of Generosity's shoulder. Rarity felt her own tears welling up again as she stroked the farmer filly's mane.

"Shhhh..." She cooed. "I'm here... I'm here..." Tearing her gaze away from the bawling girl, Rarity's eyes fell on her own sister, who remained fixated on the window. Worried, the white mare called out to the small unicorn.

"Sweetie, I'm here. What's wrong...?" She asked quietly, never letting go of Applebloom. She mentally slapped herself in the face. Everything about tonight was wrong. Sweetie Belle did not look away.

"...It's real..." She whispered. Puzzled, Rarity started to ask 'What's real?', but found the thought slipping away. This was enough. She knew the girls were safe and sound. Mrs. Cake still had to be dealt with, but... as long as the girls weren't in danger, she knew she would find a way to deal with her. Peacefully. Something still nagged at the mare though. It felt like she was missing something.

Or somepony. Scootaloo was nowhere to be found.

Rarity looked around the room, urgency building. After the relief of finding Sweetie Belle and Applebloom, the mare had entirely forgotten about the little orange pegasus.

"Applebloom, Sweetie; where's Scootaloo?" Rarity demanded, struggling to keep the rising panic out of her voice. The filly in her arms sobbed louder, and she could see Sweetie Belle stiffen.

"T-That t-t-thing took her!" the yellow earth pony sniffled.

Rarity shook her head disbelief. Did Mrs. Cake have an accomplice? "What...?! What are you-"

Sweetie Belle turned her head around suddenly, looking Rarity dead in the eyes. "Slendermane." The filly spoke in a strange, detached tone. Rarity blinked, desperately confused.

"What? What's Slendermane??"

The filly looked away, turning back to gaze out the window. "That's its name." She said, keeping her strange tone. Slowly, the unicorn looked away from the moon, eyes cast down. She scraped her hoof on the ground, pupils unfocused and guilty.

"I-... I've been h-having these dreams...-"

Thump.

Sweetie Belle clamped her jaw shut, visibly flinching. Applebloom's sobs became more subdued as her fear escalated, her eyes growing wide. "Whu... what was that...?" The red-maned filly asked, shivering in Rarity's embrace.

"Shhh..." The fashionista urged, focusing on the sound.

Thump. Thump. Thump.

Leaping from her spot next to the window, Sweetie rushed into Rarity's arms, joining Applebloom. The fashion pony could see her sister's fear, feel the small unicorn's body shaking. She tightened her grip on the children.

Thump. Thump. Thump...

Hoofsteps, Rarity realized. Labored and heavy, the noise came from the stairwell down the hall. The mare was no Twilight Sparkle, but it didn't take a genius to figure out who they belonged to. Mrs. Cake was back on her hooves, and headed upstairs.

Thump. Thump.

Slam!

Yelping in unison, the two crusaders pressed harder into Rarity's chest. It hurt her ribs dearly, but she allowed it, knowing she had to give these fillies every bit of support she could muster. The noises faded away, and the house became quiet once more. The slam was, unmistakably, the sound of Sweetie Belle's door being slammed shut. Rarity had that door slam shut in her face more than enough to know that.

"S-Sis... make them go away..." Sweetie Belle began to sob. "This w-wasn't supposed to happen. It wasn't supposed to be r-real..." Applebloom continued her quiet crying.

Rarity's mind was racing. 'Mrs. Cake is in the house. She's trying to kill us.' She squeezed her eyes shut. 'Scootaloo is gone. Taken by... something.' She opened them to look over her small charges. 'I... I need to get these two out of here. Maybe... the window?'

Certainly, it was possible. Floating down two small foals a story or two would be child's play for Rarity, who was used to moving entire racks of clothing all across town. They could leave the house, maybe find help. But... the more Rarity thought about it, the worse of an idea it seemed. Over and over again, their screams looped in her head like a broken record. To float them down, turn away from the window, hear that scream... and never see them again.

No, Rarity decided. Separation was not an option. Not as long as this... Slendermane... was still unaccounted for. Thinking further, only one real path of action seemed feasible if she wanted to not only save Applebloom and Sweetie, but also find Scootaloo. Mrs. Cake had to know something about all of this. It was no coincidence, the white mare reasoned, that the baker's sudden change in behavior happened the same night Scootaloo was foalnapped by a pony(?) Rarity had never heard of before. They were connected.

Mrs. Cake had information. Information Rarity needed dearly.

The royal-purple maned unicorn took the next few minutes to compose herself and comfort the children. They cried quietly in her arms, either too afraid to make much more noise or simply too exhausted. To do what needed to be done next... she would need to leave them in the bedroom. She couldn't risk dragging them into another brawl with Mrs. Cake, and they were just down the hall. She would be able to get back to them in case this Slendermane character returned.

...She hoped.

"Girls..." She whispered softly, stroking both of their manes. Two sets of large, innocent eyes peered up at her, begging her to make everything alright. Sweetie's were slightly different though. Rarity could see the light of inevitability inside them, as if Sweetie knew that something terrible was going happen and that there was nothing that could stop it. "...I have to go."

The reaction from both fillies was immediate and intense. "NO!" They both screamed, clamping on even tighter. Their eyes began to run with tears.

"D-d-don't leave again," Applebloom hiccuped, "T-that monster's gunna get me!!"

Sweetie Belle shook her head in Rarity's mane, saturating the deep purple hair with her tears. "It'll come back." She whispered fearfully. "It a-always comes back..."

With a gentle effort that broke the fashion mare's heart, she pushed the two sniffling girls off of her. They both fell on their rears, faces pleading with her not to go. Feeling her own eyes begin to water, Rarity shook her head vigorously. She needed to be strong for them. "I will be just down the hall." She assured, lifting her head. She put a hoof on each of their shoulders.

"I need to ask Mrs. C-" The mare caught herself. It probably wasn't a good idea to tell the foals their attacker was also their favorite cake maker. "Our... visitor... where Scootaloo is. I can't risk you two getting hurt."

Applebloom sniffed loudly but nodded, realizing that she really had no choice in the matter. All she could do was place her trust in the Element Bearer, and hope against hope that the monster would not return. Sweetie, however, was unmoved.

"You can't go." She stated, staring passionately into her sister's eyes.

Rarity shook her head sadly. "Sweetie, I have-"

"No. Don't leave me." The little unicorn cut her off. Her tone was pleading.

"I don't have a choice-"

"You can't!"

Rarity stomped her hoof, nostrils flaring. "I must!"

The foal cringed and flattened her ears, biting her lip. The fashionista sighed and spoke more gently. "Sweetie... I love you, but Scootaloo is still out there. I... I need to find her. I'll always be nearby." Giving her sister a loving nuzzle, Rarity took her hooves off of the fillies and turned towards the door.

As she walked to the hallway, she heard a small squeak behind her. "Sis..." The little unicorn sobbed wretchedly.

Rarity knew if she turned around and saw Sweetie's face, she would never be able to leave. So she just gritted her teeth and marched towards the door, fighting against the urge to just keel over and break down right there on her bedroom floor. Stopping just outside the threshold of the door, the mare drew herself up.

"Nothing will happen to you." She promised, voice full of steel. "I promise." A sniff and a whimper was her only reply.

Leaving the bedroom door wide open for easy access, in case of emergency, the white mare began trotting quietly down the hall. The silence of the boutique rang loudly in her ears, almost deafeningly. As she neared Sweetie's room, however, she could hear quiet shuffling sounds and the occasional heavy hoofstep. If there was any doubt about the baker's whereabouts before, they were gone now.

Reaching the tall wooden door, Rarity stopped. She realized that she hadn't really thought this out. After all, the earth pony had just tried to kill her not ten minutes ago. What made her think Mrs. Cake would just answer her questions easily? What if she attacked again?

'Then,' Rarity thought grimly, 'I'll just have to get the answers by force.'

Mentally recoiling in disgust, the mare shook her head furiously. By force? What did that mean? Had these last few minutes really changed Rarity enough for her to consider hurting another pony a viable option?

'N-No...' Rarity resolved, taking a deep breath. Her ribs ached in response to the sudden intake of air. 'I-I've got to give her a chance. And i-if I have to defend myself...' The unicorn shivered, gripping the door knob in her magic. '...So be it.'

She opened the door...

A black void stretched out before her, the lamp beside Sweetie Belle's bed nowhere to be seen. Now that there was no door between her and the room, Rarity could clearly hear the the sounds of a pony moving around. She managed to pinpoint the source of the noise to be near the far wall, on the opposite side of the room. Gulping loudly, the alabaster pony tensed as she grabbed hold of the light switch with her telekinesis. Taking one more deep breath, the unicorn flipped the switch.

Flick.

The room was trashed. Blankets and sheets from Sweetie's bed were crumpled up and shoved into a corner, the mattress practically torn apart, springs sticking out at odd angles. The drawers of the dresser were located about the room, upside down with small articles of clothing poking out from underneath. Rarity could see where the lamp had gone; it was shattered on the floor, the lamp shade torn to shreds.

The white mare spied a book face down on the floor, its pages all ripped out. The cover read 'Junior Sketchbook'. The pages themselves were everywhere: upside down on the bed, scattered on the floor, leaning against a wall.

Watching, one said.

Can't run.

Don't let it touch you.

The fashion pony felt her blood run cold. The words on the pages were hastily written, and in massive font, as if the artist wanted to make a sign to show somepony. But the words weren't what chilled Rarity to the bone.

The image of a pony, with legs almost three times longer than its torso, was the focal point of most of the pages. The creature wore a suit shaded in multiple layers of black crayon, betraying the artist's intent to make the outfit as dark as possible. The only color on each page, red, manifested itself in a single streak of maroon crayon, looping around the tall pony monster's neck. Its skin was colored in with white, creating a sharp contrast with the rest of its ensemble. What really got to Rarity, however, was its face.

Or, more specifically, its lack of one.

The boutique owner lifted her hoof and stared at the pictures on the ground in front of her. She found one with the tall pony and what looked like a small pegasus foal with a white coat and a startlingly colorful mane, standing side by side. Upon closer inspection, Rarity could see that the small filly also had a horn, making the pegasus foal an alicorn foal. In the background, drawings of pines ablaze made the picture much more red than the other ones. Large letters in the same font as the other drawings framed the eerie picture.

She burned them.

Did... Did Sweetie really draw these?

The sound of shuffling hooves brought Rarity back into focus. The reason she had entered this room in the first place stood with her back to the boutique owner, moving her injured hoof over the wall, smearing blood on the yellow wallpaper. The crimson lines formed into what looked like a crudely drawn pine tree, its branches drooping. Mrs. Cake didn't seem to notice Rarity's presence, even after she had turned the lights on.

Taking a hesitant step forward, Rarity cleared her throat. The baker instantly stopped what she was doing, before slowly rotating to face the fashionista.

Mrs. Cake's apron and coat had been stained by the flow of blood from her wound, making her look more like a butcher than a baker. The cut itself was now swollen, the skin underneath the sullied blue fur angry and red. The earth pony hadn't put her mask back on, and she stared at a very nervous Rarity with wide, blank eyes.

"M-Mrs. Cake, dear, u-um," Rarity began, "I-It's me, Rarity."

The insane mare said nothing; her only reply was a menacing step forward. Rarity found herself taking a step back in response.

"P-Please, snap out of it darling!" The white unicorn entreated desperately. No response. Another step forward, another step back.

Attempting another approach, Rarity swallowed her fear and took a few steps forward, eyes pleading. " Mrs. Cake, this isn't what you want to do! I know you; you're a kind, loving mare, who would never hurt anypony!"

The pink-maned pony continued staring blankly, but didn't move forward. Sensing that maybe she was getting somewhere, the fashion pony took a few more careful steps. "You... I-I don't pretend to know what you're going through, a-and I-I don't know what caused you to do this..." Rarity sniffed and looked down, biting her lip.

"But we can get you help!" She said determinedly, looking firmly into her friend's eyes. "I don't blame you for this! I-... I just need your help first. Please?"

A moment of silence passed as Rarity's request hung in the air. The tension with thick enough to cut with a knife. The mother continued to gaze back at Rarity, pupils dilated and uncomprehending.

One more step forward. "Dear-"

Without warning, Mrs. Cake charged, papers flying everywhere in her wake. Yelping in surprise, Rarity dodged to the left, rolling through the door and putting her back against the wall in the hallway. With a loud crash, the baker collided with the bedroom wall, ricocheting off of it and sprawling onto the ground in a heap.

The unicorn had little respite, because this time Mrs. Cake quickly regained her footing and charged a second time. Dodging once more, Rarity barely managed to avoid the sudden assault. The baker stopped in time to avoid ramming into the wall again, and turned to face the boutique owner, panting heavily. With a surge of dread, Rarity realized she had unintentionally put the mad pony between her and the girls.

To add insult to injury, Rarity had maneuvered herself into a position where she could no longer dodge her attacker's advances. In the narrow hallway, it would be a simple matter for Mrs. Cake to run the purple-maned pony down. Gulping, Rarity backpedaled down the hall, creating as much room between her and the other mare as possible. Steeling her resolve, the white unicorn prepared herself for the inevitable- she would have to defend herself after all.

Mrs. Cake charged. By pure reflex, Rarity took another step backwards.

Her hoof found nothing but air.

"Wha-!!"

Falling. She had walked off the stairs.

The air was forced out of the white pony's lungs as she hit the first step. The descent was disorientating and agonizingly painful, with each impact feeling like somepony was taking a sledgehammer to her ribs and beating the rest of her body with wooden bats. Near the end of her impromptu flight, her horn caught on the edge of a step. The pain was unlike anything she had ever experienced before.

Dazed and battered, the pony eventually landed with a dull thud at the bottom of the steps. Barely able to see through the haze of pain, the unicorn wobbled to her hooves. The air was much more thick and heavy downstairs, causing Rarity to choke and forcing her to duck down to breathe. Blinking vigorously, the fashion mare tried desperately to clear her vision before Mrs. Cake could take advantage of the situation.

Trying for several seconds without avail, Rarity realized that what she had thought was a haze of pain was actually a haze of smoke. Huge grey coils of the stuff spiraled in the air above her like hungry snakes. The smell of it was almost overwhelming. While the realization explained why she was having trouble breathing, it hardly put her at ease. Was her house on fire?! How could this night get any worse?

Looking about frantically, she saw from her crouched position that most of the smoke was pouring out of her workroom. Shaking her head in disbelief, she guessed at the reason.

Had she really left the iron on? The first fingers of flame reaching out from the bottom of the door left little doubt.

The loud thumping coming from the stairwell told Rarity her brief moment of respite was over. Relieved that Mrs. Cake had chosen to pursue her and not the children, the fashion pony rose to her hooves and prepared herself for a fight, trying her best to breath through the thick smoke. She had no illusions of their safety, however. She was in the exact same position as before; fighting downstairs while the foals hid upstairs, out of her reach. If the thing that stole Scootaloo came back...

Rarity's nostrils flared. She would have to deal with this quickly.

Barreling out of the smoke like an angry demon, Mrs. Cake lunged down the last few steps at the white mare, teeth bared and eyes bloodshot. Rarity skipped to the right and tried hit the baker as hard as she could, aiming for the head for a quick knock-out. Unaffected, the mother simply moved her head out of the way, allowing the hoof to fly by in a woosh of alabaster fur. Twisting her head around, Mrs. Cake latched onto Rarity's leg with her teeth, digging into the flesh with a soft squelch.

A cold splash of pain alerted the fashionista the instant the baker's mouth clamped down, eliciting a squeal of equal parts surprise and hurt. Panicked, the white pony twisted and squirmed in her attacker's hold to no avail. Whipping her own head around, Rarity eventually managed to gouge a deep cut into Mrs. Cake's side with her horn, forcing the blue mare to release her. Hunched over and struggling to keep on her hooves, the baker retreated back into the smoke, where she vanished from sight.

Breathing heavily, the unicorn was forced to crouch down once again, lest her lungs be completely filled with the thickening smoke. The bite on her hind leg ached terribly, but bled little; something Rarity was very grateful for. Something wet dripped on her forehead. With a disgusted shiver, she realized the liquid was blood. The blood she had drawn from her good friend, dripping down her horn. Forcing down tears, the mare limped as quickly as she could to the stairs, needing to confirm the safety of the remaining crusaders.

Clang!

Rarity flew backwards, the impact sending her off her hooves and three feet back. Vision blurred, the fashion pony could barely make out the outline of an earth pony brandishing what looked like a frying pan in its mouth. Confused and too stunned to move, she could only watch as the figure hobbled over to her, the pan glowing wickedly in the light of the growing fire. It looked like it was from her own kitchen. When did Mrs. Cake have the time to grab it?

The mad baker stood atop her now, lips trembling around the round handle. Her eyes were still as blank and far-away as ever, completely lacking any visible murderous intent.

Clang!

The metal rang gleefully as it bounced off Rarity's face again. The pain was excruciating. How could she get free?

Clang!

The white unicorn felt a tooth become loose as the pan came down a second time, unrelenting and unforgiving. Her vision became foggy and her thoughts became more lethargic. In a desperate, last-ditch effort to save herself, she grabbed the pan tightly in her magic. The strain on Rarity's magic was reaching the breaking point. Struggling to bring the pan down again, Mrs. Cake brutally punched Rarity with her free hoof, breaking the fashion mare's hold.

Clang!

"Buh..." Rarity sputtered, mouth filling with blood. The loose tooth had come out, flying out of the mare's mouth and across the room. The unicorn was barely conscious. As her vision began to go black, all she could think of was how her dresses were burning away in her workroom, all alone. Funny the things you think of when you're being beaten to death with a frying pan. In your own home. By a good friend.

The pan drew back a final time. Rarity closed her eyes, and waited.

And waited.

But the blow never came.

"HI-YAAH!" Applebloom squealed, bucking Mrs. Cake as hard as she could. The sudden blow, understandably strong, given Applebloom's family, sent the baker sailing backwards into the smoke.

The fact that Rarity had just been saved only took a millisecond to sink in before she was struggling to her hooves again, face burning and swollen. It took a second, but her vision eventually cleared and revealed none other than Applebloom to be her savior. Surprised, yet immensely grateful at the little filly's timely intervention, she allowed herself a little grin. Her face, needless to say, did not approve of the gesture, sending tingles of pain down her spine.

"You... you saved me." She breathed, surprisingly articulate despite her swelling jaw. The filly didn't reply, staring disbelievingly into the smoke.

"W-was... was that Mrs. Cake??" The bow wearing filly asked, tone incredulous. Grimacing, Rarity prepared herself to tell the girls who the Masked Mare really was. She stopped. There were no "girls." Only a girl.

Sweetie Belle wasn't with her.

"Where's my sister? Where's Sweetie Belle??" The fashionista demanded, spitting out a glob of thick blood. Her panic levels began to rise as Applebloom shot her a confused look. With a little gasp, the foal began casting her eyes in every direction, eyes wide. When they finally turned back to Rarity, the unicorn mare could see her own panic reflected in them.

"We h-heard you fall down the stairs, and Ah said we should h-help! She agreed!" The filly cried guiltily, tears forming in the corners of her eyes. "Sh-she... she was right behind me!!"

That was everything Rarity needed to hear. She needed to get back to Sweetie, and she needed to be there five minutes ago. "Come on!" Rarity screamed over the roar of the flames, limping towards the stairwell. The fire had grown from a few small fingers of flame to a huge blaze that was in the process of devouring a few of Rarity's more prized dresses. Nodding, the farmer filly followed, coughing in the heavy smoke that permeated the bottom floor.

Woosh.

Clang!

The projectile struck Applebloom square on the head, producing a ringing not unlike the sound of a bell. The foal fell to the floor, knocked out cold. Practically screaming in frustration, Rarity turned to pick the filly up in her magic and saw Mrs. Cake shuffling slowly out of the smoke. Her whole body soaked in blood and trembling heavily, the baking mare moved as fast as she could towards the pair. What would it take to knock this pony out?

The trek up the staircase could've been described as the world's slowest race; Mrs. Cake tried tirelessly to reach Rarity and the fashion mare, in turn, tried desperately not to get caught. Applebloom floated in the air just in front of the unicorn, hopefully low enough to the ground so that she wouldn't have to breathe in all the smoke. The entire stairwell was full of the thick grey stuff, forcing Rarity to hold her breath for most of the ascent and only take small, sparing gulps of air when the pain in her lungs became too unbearable. The boutique owner had never been so exhausted and injured in her life. She doubted she would last much longer.

Finally, Rarity reached the top of the stairs, Applebloom in tow and Mrs. Cake hot on her heels. Taking a few gulps of the heavenly smoke-free air, the white mare began to gallop (it was really more of a fast limp) towards the door to her bedroom, which was still wide open. In the corner of her eye, she could see the mother clear the top of the stairs, trailing blood in her wake. It was a miracle she hadn't bled out yet. She began to gallop as well, sensing that her prey was now cornered.

Unwilling to lead the murderous pony straight to her sister, Rarity gently placed Applebloom on the floor next to the door and turned to face her attacker, intent on stopping her. She was surprised to see that Mrs. Cake had stopped advancing, and was actually taking steps backwards, away from the battered unicorn. For the first time that night, Rarity thought she could see some emotion in those blank eyes. It was fear.

Suddenly crying out, the baker turned tail and ran to Sweetie Belle's room, slamming the door shut behind her. Utterly confused, Rarity shook her head and refocused on her goal. She had to see if Sweetie was alright. Turning cautiously, wary of any sneak attacks from the baker, Rarity stepped into her room.

She froze.

The... thing... stood tall and deadly over the unicorn mare. A wicked aura wrapped around the creature like a second suit. The suit itself was like a black hole, sucking in all light it came in contact with and crushing into nothing. Its face was empty, but Rarity swore she could feel it's gaze on her, hungry and insatiable. This was the monster Sweetie Belle had drawn.

This was Slendermane.

The roar of the flames faded away, leaving Rarity's labored breathing and heavily beating heart the only noise. The atmosphere had... completely changed. Despite the absence of smoke, Rarity found it increasingly harder to breath. The walls seemed to press in on her, the room became smaller and smaller. Her ribs ached; it felt like she was being slowly crushed by some massive, unknown force. Before Slendermane, all of Rarity's resolve dissolved away into nothing. She began to tremble, falling to her knees.

Moment's later, Rarity sensed that its gaze was no longer centered on her, as it turned instead to face the small filly it had trapped earlier. Sweetie Belle stood stock-still, frozen in the same way Rarity was. Her small body shook violently, and a soft sob left her lips. The look in her eyes was one of familiarity, as if she already knew what came next. The two stared each other down for several seconds, neither so much as moving a muscle or uttering a sound. Rarity's ears popped.

Slendermane lunged. The screaming began.

"Nooo!!! Rarity help me!!!" The Cutie Mark Crusader screeched as she was swept up in the creature's arms. Sweetie started flailing crazily and her eyes went wild. The jarring sound broke Slendermane's spell, and Rarity leapt forward, prepared to do anything to save her sister.

"Put! Her! Down!!"

"Rarityhelpmehelpmehelpmehelpme!!"

Roaring in fury, the fashion pony was halfway across the room in half a heartbeat. She blocked out all other thoughts.

'Protect her!' Her mind screamed. 'Save her! Save your sister!'

A cold slithering feeling spread across the fashionista's back. Mind going blank, the last thing Rarity saw before the visions started was the long black tentacle dancing above her head.

Crack, whumph, snap. Rarity smiled as the bludeon came down upon her helpless victim again and again, savoring the feel of breaking bones and bruising flesh. Ribbons of blood flew in every direction, staining the walls and ruining her beautiful white coat. Somehow, this only made her angrier.

"-dontletittakemepleaseRaritypleasepleaseplease-"

The fashion pony fell to the ground, head clutched between her hooves.

Her target's lips moved wordlessly, her eyes clouded over. Again. Again. Again!

"-whygodpleasesistergodhelpmeitsgotmeitsgotme-"

Slendermane took a step out of the window, ducking its head under the frame in order to accommodate the rest of its body. It was leaving. Rarity could do nothing but lay on the ground, mind wracked by hellish images given to her by the creature's touch. Sweetie Belle's cries became more quiet, her pupils more distant, as her soul was slowly crushed by the direct contact. Foam dripped from her barely moving mouth, her limbs occasionally twitching.

"-...nogod...dontlet...it...-take...-"

Just a broken sack of broken bones. So satisfying.

Crunch, crunch, crunch.

".....Ra....ri....ty...."

Slendermane was gone.

For what seemed like an eternity, all Rarity could do was lie on the floor, sobbing and shaking. The wildfire in her mind eventually began to fade, leaving a horrirfying after-image the fashion mare knew she would remember for the rest of her life. The second she found the will to stand, she was at the window, screaming her lungs out.

"Sweetie!! Sweetie, come back!!!" She screamed, choking on her words as tears ran off her face like a waterfall. She had made a promise. She promised! She promised that no harm would come to her...

Sweetie Belle was taken. Her sister was taken!

'...that monster stole her...' Rarity sobbed silently.

'That bucking monster took her from me!!'

"Give her back!!" Rarity roared, screaming into the night. "Give her back!! Give her back!!"

Her fear, her sadness, the entire night came rushing back to her. Exhaustion, pain, tears, misery, anger all coalesced into one bright, burning ball of hatred. This was all... this was all her fault. It all began when she showed up.

The baker.

Storming away from the window, eyes burning darkly with rage, Rarity scanned the room for what she needed. Finding the small sewing machine on her table to be sufficient, she yanked it from the wall with her magic, roughly tearing the plug from its socket. A quiet ringing noise began to echo in her ears, as if a bomb had went off nearby and her eardrums were still recovering.

Stomping out of the room, sewing machine in tow, Rarity passed a recovering Applebloom. "Ah-... Whu... What...? Rarity...?" The filly said groggily, rubbing her eyes. "What happened...?"

The white unicorn ignored her. Tilting her head, the filly rubbed her head in confusion. "Rarity...?"

As Rarity moved towards Sweetie Belle's room, the stench of smoke clogged her nostrils and made her eyes sting. The fire had grown to critical levels. Soon, the boutique would be nothing but embers. The fashionista's life work... up in smoke.

And she couldn't care less.

Growling savagely, the alabaster pony bucked the door open, sending sharp splinters in all directions. The lights were still on, and Rarity instantly spotted Mrs. Cake cowering in a corner at the far side of the room. After the blue earth pony saw who had come for her, however, the fear faded from her eyes and she stood up, wobbling unsteadily. Rarity's face twisted into a vicious snarl.

Mrs. Cake ran at the boutique owner with reckless abandon, trying for the umpteenth time that night to end her life.

Crunch!

The sewing machine came around, smacking the mother in the jaw and sending her sprawling to her back. Rarity was on her in under a second, teeth bared and eyes glowing with barely contained rage.

"Where is she?!" She roared, drawing the sewing machine back. The mare below her moved her lips, but it was clear she would not speak. Her pupils were still dilated and unfocused.

The Element of Generosity brought the sewing machine down on the blue pony's chest, producing another sickening crunch. "I know you know! Answer me!!" The baker grunted in pain, squeezing her eye's shut. She whimpered softly.

"Raaaaaaahhh!!!" Rarity was a specter of wrath. She didn't bother asking another question before bringing the machine down again. She struck the mother's leg, snapping the bone and crushing the tendons. She brought it down on her flanks, fracturing hip bones and prompting quiet moans of agony. Crack, whumph, snap. The ringing in Rarity's ears had risen to the point where she could hear nothing else. She saw red. She tasted blood.

She felt... good...

Muffled noises. Someone was screaming her name. She ignored it. A broken sack... of broken bones...

For several minutes of pure madness, Rarity poured her heart into every swing of the sewing machine. Eventually, her horn went out, dropping her weapon to the floor. So she used her hooves. When she was too tired to keep going... when the squelch of battered flesh ceased to feed her anger... she stopped.

Stumbling backwards, the mare fell onto her rear. The ringing slowly faded from her ears, and suddenly she could hear again, like she had just jumped out of a deep pool.

"R-... Rarity..." A small voice whimpered. Dazed and speechless, Rarity dumbly turned her head towards the sound.

Applebloom stood in the doorway, terror plastered on her innocent face. Following her gaze, the fashionista twisted back around to the scene in front of her.

A pile of blue fur and meat. A face barely recognizable as pony. A torn apron. A dirty sewing machine. Blood everywhere. Blinking uncomprehendingly, Rarity looked back to the yellow-coated flly.

"Who... who did this?" She asked slowly, talking around her swollen jaw.

'I did this.'

With a dawning horror, Rarity began to put the pieces together. The filly wasn't afraid of the body. She was afraid of her.

'I did this!'

Rarity looked back to the body, heart rate skyrocketing. Everything looked so... familiar. With a start, the mare noticed Slendermane crouched in the corner of the room. How long had it been there? Where had it come from? What disturbed Rarity the most, however, was how it seemed to watch her almost... approvingly.

The blood. The violence. It was familiar. She... she had seen it before.

The vision. She had done exactly what Slendermane wanted.

With a surge of revulsion, the fashionista emptied her stomach onto the ground, tremors of disgust shaking her body. Mrs. Cake was... was her friend. What happened?! How could she do something so disgusting...?!

Slendermane began to leisurely approach, almost swaggering towards the broken mare. A small, choking sob emanating from the doorway reminded Rarity that she still had a job to do. Turning on her heels, Rarity resolved to save at least one. She had to do that much. Pushing all her doubts and fears away, the boutique owner galloped to Applebloom, scooping her up and flinging the crusader up and onto her back. As she dashed down the hallway to the stairs, it was all she could do to focus on getting away.

"I'm sorry..." She kept whispering. "I'm sorry... I'm sorry... I'm sorry..." The filly stayed silent, holding onto the white unicorn with all of her might. Whether it was a gesture of forgiveness or simply survival, Rarity couldn't guess. Her mind was numb to the terror as she saw Slendermane bend under the door frame, head peeking out inquisitively. She was just... tired. She wanted this whole night to just go away. For it all to be just a bad dream. The fire, the foalnapping, Slendermane... Mrs. Cake...

Struggling against the urge to throw-up again, the fashionista sped down the stairs, holding her breath against the smoke. As she cleared the bottom step, she realized just how little time they had left. The blaze had evolved into a fully-fledged inferno, ravenously consuming all in it's path. Rarity was sure that this was what Hell looked like.

Rushing through the flames, Rarity emerged outside her still open front door, gasping and sputtering. The outside of her boutique was wreathed in smaller flames, their heat radiating out into the chilly air. The grass was cold on the unicorn's hooves, small flecks of dew rubbing off onto her stained white coat. The moon floated lazily in the sky, like a foal watching a curious looking bug. The stars twinkled in the mare's eyes. They seemed to be congratulating her; telling her that she did it. That she had escaped Hell.

And, certainly, she had. The vast expanse of Ponyville was laid out before her, offering her any amount of safe refuges and places to rest. But... there was still something she had to do. Something that anchored her to this place as surely as the sun would rise. Mrs. Cake was still in there.

Only a monster would just leave her there. And Rarity wasn't a monster... right?

Shivering lightly, the unicorn lowered her charge to the ground. The filly looked at her with huge eyes; eyes that were no longer innocent.

"You're leaving again." Was all she said. The bow in the little pony's hair drooped pathetically. Rarity nodded sadly.

"I need to get her." She replied simply, turning back towards the inferno. The flames seemed to wave at her, beckoning her back inside. The filly only sniffed in return. Stepping forward, Rarity was almost at the door when the crusader spoke up again.

"You aren't a bad pony, right Rarity?"

The fashion mare looked back, misery and doubt in her eyes. "I... don't know, Applebloom." She whispered. The foal silently nodded, casting her gaze to the ground. It felt like somepony was scraping Rarity's heart out with a rusty spoon. Twisting her head back to the fire, the fashionista took one last breath and gathered what was left of her resolve. "...Stay here, I'll be right back."

With those words, Rarity rushed back into the fire, dodging a falling piece of debris as she maneuvered herself towards the stairs. The flames nipped at her sides, singeing her coat and tail and making her bite wound tingle. The fire had finally spread to the stairs, forcing the unicorn to leap over the first few steps in an attempt to prevent the worst of the burns. She couldn't breath. If she stayed here much longer, she would surely die.

Sprinting over the final step, she landed on the wooden floor just in time. The stairs behind her collapsed into a pile of broken splinters and ash, cutting off her only escape route. She had to use the windows if she wanted to have a chance of getting out of there alive.

Turning the corner into Sweetie Belle's room, Rarity covered her mouth and fought the urge to vomit as she spotted her handiwork. Mrs. Cake lay completely still, her body positively drenched in blood. A large puddle of the ichor had settled around her, making the floor slippery and wet. Sweetie Belle's drawings fluttered in all directions, pushed about by the drafts caused by the fire.

In the smokey haze of the room, Rarity couldn't tell if the baker was breathing.

Quickly leaping to the heavily injured pony's side, the alabaster unicorn heaved Mrs. Cake onto her back, trying not to gag at the smell. The baker didn't even twitch as Rarity exited the room, headed for the window at the end of the hall.

Slendermane stood in her path.

She was cornered.

The monster seemed to know this, and took its time staring the white pony down. An all-commanding feeling of terror settled over the fashion mare, chaining her to the spot. Her whole body trembled, fear and rage colliding against each other in her mind, fighting for dominance. Should she attack to save Sweetie Belle, or run to save Applebloom and Mrs. Cake? In the end, her indecision left her unable to take any action at all.

It took a dangerous step forward, the moment of respite evidently over. Rarity tensed. It was do or die. Shivering, she felt her thoughts wandering back to the feeling of its tentacle on her exposed flesh. Back to the vision and what it had done to Sweetie Belle. Back to how it had turned her into some kind of bloodthirsty maniac, who had no problem with hurting or even killing other ponies...

Rarity could feel the first tendrils of flame reaching up onto the second floor, their bright glow lighting up the dark hallway. Slendermane suddenly stopped, cocking its head towards the blaze. It paused there for several seconds, as if pondering something.

Then it just... left, vanishing out of thin air.

Rarity had no time to wonder why. A loud snap and a long, anguished groan echoed up from the floorboards of the mortally wounded boutique, signalling its time was near. The unicorn didn't have minutes left, she had seconds.

Pushing her body to the very limit, Rarity forced her legs to move at breakneck speeds towards her only route of escape. There was no time to open it. Yelping in fear, the fashionista crashed through the thin glass window, hurtling towards the lawn below. With an anguished cry, the mare put all of her willpower and energy into her magic, surrounding the two falling ponies in her light blue aura. It caught her.

But not for long.

For a millisecond, the pain in Rarity's horn flashed brighter than a super-nova, eradicating all conscious thought and drawing a hoarse scream from the throat of the fashion mare. Then, her magic simply stopped, dumping her and the wounded baker onto the grass with a dull thump.

Her boutique crashed to the ground behind her, smoke billowing high into the sky. She had made it... but just barely.

After a minute or two of respite, the alabaster unicorn forced herself back onto her hooves. Limping, the dead weight of Mrs. Cake reducing her to a snail's pace, Rarity circled around the house and met back up with Applebloom. She did what Rarity said, and waited there obediently. Upon seeing Mrs. Cake's prone form, the filly nervously averted her eyes, before falling in behind her guardian. With a dull pang of despair, Rarity realized things would never be the same between her and the bow-wearing foal. They said nothing to each other for a while.

"...Come on." Rarity said, facing towards Ponyville. The filly nodded quietly.

Together, they walked on into the night, leaving behind them a burning ruin in hopes of finding something that could make things right again. Something that could erase all of this, leave nothing but a smoldering memory...

...But somehow, deep in her battered heart, Rarity knew it would only get worse from here.

Author's Note

Hey guys! Make sure to LIKE and COMMENT! Love you!

Nightmare

I still get nightmares. In fact, I get them so often I should be used to them by now. I'm not. No one ever really gets used to nightmares.

Mark Z(ebra). Danielewski

Luna's moon hung heavily in the night sky, casting its silver rays across the star-dappled heavens. The Moon Princess exhaled deeply, sighing as, once again, their search yielded nothing. A cloud of condensed breath punctuated her bad mood, billowing out and away into the freezing wind. Nopony, it seemed, knew where Pinkie Pie or Rainbow Dash had gotten off to.

"O-Oh... um... are you sure...?" Fluttershy's shy voice reached the alicorn's ears, followed by a grunted 'yes' and the slamming of a door. The timid pegasus frowned, hiding her face behind her mane.

"Um... okay..." She said quietly, turning away from the small house with her head down. Further down the road, Luna could hear Applejack's voice, colored by irritation.

"Listen here, sugarcube, Ah know its the middle of the night, and Ah know you're trying to get some sleep, but this is a dang emergency! We need everypony's help if we're going to-" The door slammed shut on her face. Cursing loudly, the farmer bucked a nearby tree in agitation. The Moon Princess heard Twilight begging for any information regarding the two missing Elements. Unfortunately, she met with the same results.

"Consarnit! Stinking good-for-nothing..." Applejack growled under her breath, trotting angrily back to Luna. The section of Ponyville they were searching had produced absolutely zero information on the ponies in question, and so did the last one; and the last one... and the last one... and the last one. The alicorn sympathized with the orange mare's frustration, but she knew they couldn't afford to lose focus. Not with the danger looming over the small town still at large.

"Noble Applejack," Luna said, lunar mane rippling in the frigid air, "I understand why you're angry, but we can't afford to lose focus. Please, calm down."

Snorting, the earth pony laid down on the cold soil and crossed her hooves. After a few seconds, she sighed.

"Ahm sorry, Princess, it's just-" Applejack looked away, concern etched on her face. "...Ahm just worried is all." Luna smiled knowingly, walking to the distraught mare. The princess put a comforting hoof on her shoulder.

"I know. We'll find them." The lunar alicorn promised sternly, a determined look in her eyes. "I swear it." The earth pony gave a little smile and nodded silently. Fluttershy flew back to them, looking discouraged.

"Nopony here knows anything either..." She said sadly, shaking her head. Twilight appeared in a flash of purple magic.

"No luck on my end." The lavender unicorn sighed, pulling out a long piece of parchment and a quill. With a quick stroke of magic, she marked off the whole east side of Ponyville as searched. That still left the west, south, and north areas, of course...

The princess stood straighter. "We just have to search the next place, then. Come on." Luna began to trot off as the three ponies dejectedly followed. They had only searched for around an hour, but the fear of the unknown was beginning to get to them. What was this mysterious menace that occupied their village? Why was it taking ponies?

...And what was it doing to them?

Luna swore her charges would never have to find out. The creature would take her friends over her dead body. Not an idle statement, considering the alicorn was immortal. But she had to wonder what this creature could do to make Celestia so uneasy. It was possible to injure an alicorn, but to kill one with brute force would take strength and tenacity on a god-like level. Perhaps, instead, the creature posed a different threat. Not one of the flesh, but of the mind. If the lunar princess met this creature, she deduced, she would have to guard her thoughts just as much as her body, if not more.

"Girls... what is that...?" Fluttershy spoke up, gaze directed towards the west. The rest of the party followed her eyes, and, in doing so, gasped in surprise. A pillar of windy, charcoal black smoke stretched into the night sky, its dark body obscuring the twinkling stars above. A faint glow shined dully at its base, revealing the source of the great tower. The four ponies stared in astonishment at the sight, before Applejack suddenly jolted forward, hooves pounding on the stone pavement.

"Applejack!" Twilight called, chasing after the farmer mare. Behind her, she saw Luna and Fluttershy take to the air, preferring to pursue with their wings instead of their legs. Princess Luna watched the pillar of smoke wearily. It had to be a trap. Or, at the very least, a bad omen.

"Applejack!" Twilight called again, panting. "We can't just rush in! Wait!" The orange pony racing ahead of her didn't bother to look back as she replied, voice full of panic.

"Twi! That's Rarity's place! Mah sis is in there!" She shouted, pouring on the speed. Twilight was quickly outpaced by the athletic pony, but hardly noticed. Her mind was racing. Did it attack Rarity? Could Celestia's promise of safety if they simply remained indoors be false?

Swooping down beside her sister's protege, Luna offered a hoof to the exhausted mare. The lunar princess grimaced. "If what Applejack said is true, your friend could be in a lot of trouble. Take my hoof, I'll fly you there."

Twilight gritted her teeth, shaking her head. What if they couldn't get to Rarity before it took her? She wouldn't let another mistake allow that thing to harm her friends. "No time. I'll meet you there." was all she said. Luna had no time to protest before the lavender mare disappeared in another flash of purple light.

Growling in frustration, the alicorn streamlined her body in an attempt to go faster. Fluttershy was barely keeping up; Applejack galloped underneath the two fliers at an equal pace. It would be impossible for Luna to pursue Twilight with teleportation of her own and still protect these two. All she could do was quicken her pace, and pray the creature did not find the book mare before she did.

The world rushed into focus around Twilight as her spell faded away, leaving a dull purple after-glow in the wake of her magic. Tall, dark buildings surrounded her on all sides, and the cold stone of a newly paved road lay under her hooves. Houses that looked welcoming and warm in the day only looked cold and foreboding in the light of Luna's moon. In the distance, she could spot the collapsed remains of the Carousel Boutique, a skeleton of wood and ash expelling smoke into the wide open sky. Any other pony would've wondered if their friend had been trapped in the wreckage, but there was a reason Twilight had cancelled her teleport before she reached her destination.

Casting her magic out into the dark street, the purple pony used a spell Celestia had taught her in order to find strands of left-over magic, residue from recently used spells that could help a careless teleporter retrace her steps. However, it could also, if utilized correctly, track the whereabouts of any unicorn in a small area. Twilight had come up with this alternative use herself, after a particularly long night of studying while also having to care for Rarity's sister, Sweetie Belle. Needless to say, the bookworm's study habits were not conducive to good foal-sitting, and before she knew it the filly had wandered off. A tweak there, a change here, and Twilight had her very own unicorn tracking spell. She was pleased she got to use it again, if a little disturbed by the circumstances of the whole situation.

Her version of the spell also had the unique ability to foretell the mood of her quarry. Bright and smooth wavelengths were associated with positive feelings, while generally dark and rough wavelengths correspond with the negative ones. She had discovered this tidbit when, totally not cheating, she played hide n' seek with the Cutie Mark Crusaders. The game didn't last very long.

Twilight confirmed her suspicion. In the wake of her spell, a muddy blue thread of magic elegantly curved through the air, stretching out from the mare's position into a small back alley, shrouded by darkness. It was Rarity's magical wavelength, to be sure, but the lavender unicorn could barely recognize it. Not only was the strand a much darker color than usual (it was usually a brilliant sky blue), but thin black tendrils weaved themselves in and out of the thread- coiling around Rarity's signature like a snake around its prey. The airborne line shook gently, revealing its owner's slight anxiety.

Concerned, Twilight followed the thread to the entrance of the alley, where the foreboding darkness of the place prevented her advance. She looked inside, squinting her eyes, unaware of the wavelength's sudden change. The small vibration was replaced by a violent shaking, the mysterious strands of black tightened around the magical thread. Seconds of silence passed.

A flash of white and purple emerged from the darkness, tackling Twilight to the ground and pinning her hooves by her side. Yelping in surprise and fear, it took Celestia's protege a few moments to identify the heavily breathing mare on top of her through the swelling and blood.

Rarity stood atop her purple friend, face swollen badly where she had been struck by something hard. The fashion mare's usually spotless coat and mane were disheveled and ash-covered, with small first-degree burns peppered through-out the sides of her flanks, shining a bright red. A pony-sized bite mark adorned the white unicorn's right hind-leg, the wound as red as the burns. Even when including all the small cuts and bruises, it was painfully obvious to Twilight that the blood she was drenched in was not all her's.

What threw Twilight off the most, however, was her friend's eyes. They burned with desperation and some deep, unfathomable anger that discomforted the librarian greatly. In her peripheral vision, Twilight could see a small yellow filly shuffle out of the darkness behind her guardian, eyes wide and on the verge of tears. Applebloom looked like she hadn't slept in a week; dark bags were under her eyes, and her mane and tail were as frazzled as Rarity's. The filly's expression revealed her fear, her nervous glance locked onto the two Element Bearers.

The genius unicorn had less than a second to process all of this information before Rarity regained her breath. The alabaster mare's eye twitched, betraying the difficulty she was having in controlling herself.

"You..." She began, hooves shaking with pent up energy. "Twilight... are you... you?" Rarity spoke haltingly, her eyes occasionally sparking dangerously, as if she would pounce any moment. The fashionista's magic wavelength became blacker as the strands of darkness grew, engorging themselves on Rarity's negative emotions. Stunned by her friend's behavior, Twilight found herself at a loss of words, moving her mouth uselessly in an effort to say something to calm the fashion pony down. What the buck did she mean, are you you?

The imagery; Twilight's mouth unable to form words, her eyes confused and wide, did nothing to calm the crazed mare down. In fact, it only seemed to make Rarity angrier. The shaking in the white mare's wavelength reached a fever pitch as, to Twilight's horror, Rarity raised her hoof high into the air. The ungodly fury reflected in the fashionista's eyes left no doubt what she would do with it.

Applebloom jumped forward, latching onto Rarity's non-swollen leg, tears pouring from her eyes. "Rarity! NO!!" She squealed, attempting in vain to pull the alabaster unicorn off of Twilight. Sensing she might be in actual danger, the librarian managed to force words from her disobeying mouth. The white hoof began to descend...

"W-What?! Rarity please! It's me, Twilight!!" She yelled, cringing behind her free right hoof. After a few seconds of nothing, she cracked open her eyes hesitantly.

The hoof had stopped halfway, its owner trembling, struggling to regain control of her senses. Wide eyed, Twilight watched as the tiny remaining amount of blue in the fashion mare's wavelength began to fight back against the bulging black tendrils. After a few seconds of internal battle, the dark strands had been reduced to their original size, the diluted azure color of Rarity's magic again taking the forefront. The boutique owner herself reeled backwards, as if bucked in the head, releasing her purple captive. Twilight heard Applebloom sigh shakily in relief, happy the crisis had been averted.

"Twi-... Twilight...?" Dazed, Rarity looked up at the librarian as if she had just seen her for the first time. The fashionista looked to her hooves, then to a relieved (but still wary) Applebloom, before resting her eyes on a confused and scared Twilight. After a brief moment of silence, realization dawned on the white mare's face, her deep blue eyes filling with guilt.

"Oh-... oh no...! Are you alright, dear?!" The fashion mare looked as if she wanted to embrace Twilight and never let go, but she merely bit her lip and stood back. The lavender unicorn rose to her feet, shivering in the cold night air. At least, that's what she told herself. She wasn't shaking because she was afraid of one of her best friends. That would be impossible.

"I'm fine, Rarity. What happened to you, though? Are you okay?" The librarian asked in concern, quickly approaching her distressed companion. She unconsciously let go of her tracking spell, allowing the strange blue line to fade from her view. The black strands she had observed left her uneasy. Usually, Twilight would've concluded Rarity was under the influence of a spell...but the dark tendrils simply did not feel like another pony's magic. In fact, they didn't feel like anything at all. They were just...there. For now, the strange phenomenon would remain a mystery.

The other unicorn evaded her question, taking a few steps back from the advancing mare. "I... I didn't hurt you did I...?" Rarity almost whispered, refusing to meet Twilight's worried gaze.

The bookworm shook her head vigorously, finally reaching the fashionista. She put a comforting hoof on her friend's shoulder, careful to avoid the dark purple bruise that had blossomed there. "Rarity, of course not. You would never hurt your friends." She stating, fully believing in that fact. The white unicorn raised her face, the look in her eyes betraying uncertainty.

"And that's what I am. Your friend." Twilight continued gently, smiling. "So please, talk to me. What... what happened? What did this to you?"

Rarity opened her mouth to speak, but closed it just as quickly, turning away from the concerned lavender unicorn. Sorrow and deep-seated guilt were plastered all over her face. Desperately confused, Twilight's heart wrenched at the sight of her dejected companion. How could she help her friend if she wouldn't tell her what happened?

A small tugging sensation on her hind-leg drew Twilight out of her thoughts, bringing her attention to the small foal that had quietly tip-toed behind her. Applebloom lightly clung to the purple mare's leg, staring at Rarity with a mixture of sadness and caution. The sight brought another question to the librarian's lips.

"Where are Scootaloo and Sweetie Belle?"

Rarity turned around, her muzzle twisted into a snarl. Madness had seeped back into her features at the mention of her sister and the other crusader. Twilight took a step back, wondering if she had said something wrong. Applebloom whimpered.

The sound of wings flapping and hooves pounding was heard, breaking the tense silence.

"Applebloom!"

Twilight felt the young filly on her leg leap at the the familiar voice. "Sis! Sis!" The yellow earth pony quickly galloped away to meet her sister, tears of relief streaming down her muzzle.

Applejack's eyes immediately filled with their own tears. "Applebloom! Thank goodness you're okay!" The farmer swept the sobbing filly up into a tight hug, the two savoring their reunion as Fluttershy and Luna came in for a landing. Twilight smiled at the display, but found herself unconsciously inching away from her fashionista friend. The white mare still simmered under the surface, but had regained at least a semblance of composure. She watched the reunion with a happy, albeit somewhat regretful, smile.

Fluttershy grinned softly, approaching Applejack and Applebloom. "Oh, I'm so happy you're all right." She said, happily ruffling the small filly's mane. Luna, however, ignored the happy siblings. She trotted angrily towards Twilight.

"Twilight Sparkle." She began, voice edging towards Royal levels. "You will never do that again. Do you understand me?" The purple unicorn nodded quickly, but was convinced she did the right thing. Twilight did feel a bit guilty about disregarding Luna's order to stay together, but if she hadn't, they might not have found Rarity.

"Rarity! Oh my goodness! Are you okay??" Fluttershy was by her spa friend's side the moment she saw her, her face twisted in concern. Tears threatened at the corners of the pegasus's eyes, and she bit her lip so hard Twilight thought she might start bleeding. "What happened to you? Oh... Oh..." The animal handler looked ready to break down.

The (former) boutique owner looked alarmed by the sudden display of worry. Shaking her head, Rarity smiled a little too widely, waving her non-bitten hoof in a gesture of dismissal. "O-Oh, dear, it's nothing. Really, j-just a few scratches. I'm fine."

"Sugarcube, you look anything but fine. What in tarnation happened to you?" Applejack piped up, withdrawing from her tight embrace with Applebloom. Concern for her sister had been replaced with concern for her best friend. The farmer took a step towards Rarity, only to be stopped by a gentle tug from Applebloom. The orange mare turned to see an urgent caution in her sister's eyes, warning Applejack away from her injured friend. Applejack raised an eyebrow, but stayed with her sister, puzzled by her reaction.

"I-I... um... just fell down some steps is all...-" Rarity's voice cracked, her lips beginning to tremble. "U-um, I...- I...-" The white unicorn looked like a dam about to break open, pent up emotions and despair plain on her face. Twilight smiled gently, walking to her beaten friend.

"Rarity. We're your friends. We're all here for you." She whispered, pushing her uneasiness aside to embrace her friend in a tight hug.

"Buh... I-..." Fluttershy joined in the embrace as the fashionista's walls began to crumble. "I... I... Uwaaaaaaaaaaahh!!"

Rarity broke down.

The friends stood there like that for several minutes while Rarity's eyes drained themselves of all the built-up emotions and anxieties that had been forced down. Luna stood there in solemn, respectful silence.

Applejack desperately wanted to join her friends, but Applebloom's tugs became progressively more forceful the more the farmer tried to get to them. Frustrated, Applejack twisted around to look at her sister. "What, consarnit?! Ah love you Applebloom, but I-" The orange pony stopped in her tracks. The look in her sister's eyes wasn't caution anymore, but fear.

"Don't go to her," she whispered, "Please."

Rarity's sobs had quieted down. Applejack opened her mouth to ask why, but Luna's authoritative voice cut off the farmer's unsaid question.

"What happened, Rarity?" Luna spoke, softly but firmly. Twilight and Fluttershy released their friend, shooting the beaten mare one last smile of encouragement. At the Princess's mention of the events at the boutique, however, Rarity's eyes seemed to grow distant. She stood there, off in her own world, for a few moments, before her pupils snapped back into brutal focus, the pale blue orbs burning with fire. All signs of her breakdown disappeared, making the wounded fashionista look more like a angry demon than a scared, crying victim.

"That thing," She hissed, pawing at the ground with her hoof. "It...-" Once again, the fire faded from Rarity's body as quickly as it came. Twilight compared its sudden coming and going to the patients at the mental hospital she had visited over the summer. What had the doctors called it? Multiple Personality Disorder?

Rarity sighed deeply in sorrow. "-...It took them. It took Scootaloo, and...-" the mare grunted, eyes sparking dangerously, "...my sister..."

Applebloom squeaked pathetically.

Fluttershy gasped. Luna's eyes narrowed. "This creature. Does it have a name?"

Rarity stayed silent for a while. "...Slendermane. Its name is Slendermane." she intoned. The white unicorn seemed to notice something. "Why are you all out at this time of night? And why is Luna here?"

Twilight stepped forward. "We got a message warning us about the monster. Luna's here to make sure we're alright."

The librarian looked uncomfortable. "We're out here because we think it has Pinkie and Rainbow Dash, but we don't know anything about it or even what this... Slendermane... looks like." The purple unicorn explained, drawing an astonished look from Rarity. Applebloom leapt forward, grasping Twilight's hooves tightly. Celestia's protege recoiled in surprise.

"What did you say?" The filly asked urgently, tone frantic.

"I-I said we think it has Pinkie and Rainbo-"

"NO!! It can't have them! Please, please tell me you're kidding!" Applebloom's lips began to tremble. Luna shook her head sadly.

"I'm afraid we aren't."

The filly shook her head in disbelief. "No... No way..." She whispered, releasing Twilight to walk slowly back to her sister. She trotted slowly, as if in a daze. Applejack rushed to meet her, pulling her into another tight embrace. "W-Why... why is this happening..." the filly sobbed.

The Princess of the Night watched the scene quietly for a moment, before turning back to a shocked Rarity. "You have met the creature. Tell us about it. In order to stand a chance of rescuing your friends and your sister, we need all the information you can give us."

Gritting her teeth, the alabaster mare opened her mouth to speak before abruptly closing it. She glanced around frantically, as if suddenly remembering something, before turning on her hooves and rushing back into the alleyway. "W-wait! You need to help her first!" The fashionista shouted over her shoulder, leaving a frustrated Luna behind. The Princess decided not to pursue, as the alleyway was a dead end and she didn't want to leave the other ponies alone. Fluttershy looked to Twilight anxiously, a questioning look on her face. All Twilight could do was shrug.

At first, the ponies only heard the sound of Rarity's hooves. Then, after several moments, they were joined by the sound of something wet dragging along beside them.

Then came the smell. Applebloom began to tremble.

When Rarity emerged from the darkness dragging what looked like a rotting bag of meat from the alley, it was all Twilight could do to not vomit on the spot. Applejack and Fluttershy, however, were not quite as lucky, quickly emptying their stomachs onto the cold stone road. Luna stepped back in alarm, wings flaring outwards at the gruesome sight. As a princess, and as somepony who had made many before, the alicorn knew a corpse when she saw one.

Rarity dropped the unrecognizable pony down onto the ground, a wretched smile crossing her lips. Applebloom hid her face in her sister's coat, trying to drown out the image of the dead pony. "Y-you can help her, right?" Rarity asked futilely, a hint of madness in her voice. "I-It's not that bad, right?"

Staying silent for several moments, Luna stared intently at the hopeful mare. It was only now that the Princess began to realize just how poor the fashionista's mental condition really was. Her suspicions about Slendermane's ability to wage mental warfare were beginning to prove themselves true. "Dear Rarity..." The alicorn spoke softly. "That pony is dead."

"Sweet lord!" Applejack exclaimed in horror. "Is that... Is that Missus Cake?!" Fluttershy had passed out, but Applejack and Twilight had had enough composure left to take a closer look at the body. Sure enough, through the blood-matted coat and the purple of bruises, a cutie mark of three strawberry cupcakes was still visible, if barely so.

Rarity continued to gaze uncomprehendingly at Luna, mouth bent in a mad half smile, as if awaiting the punchline of a good joke.

"No."

The note of denial hung in the air for a whole minute before Luna could bring herself to shake her head. "Rarity..."

"No."

Twilight looked to Applejack in concern, worried about Rarity's behavior. From the look in the farmer's eyes, she felt the same way.

Luna's gaze hardened, sensing the change in Rarity's voice. "Rarity. Mrs. Cake is no longer with us."

"Liar!" the alabaster mare hissed, teeth bared aggressively. Her eyes burned once again with that foreign fire, but this time it was directed at Luna. Luna tensed at the sudden surge of killing intent, preparing to defend herself and the others if Rarity decided to attack.

Applebloom screamed.

"Sweet Celestia..." Twilight breathed.

"What in the world-?!" Applejack leapt back to stand defensively over her sibling, who cowered behind her big sister. They both looked somewhere to Luna's right.

Even without looking, the Princess knew it was there. She could feel it. Rarity ceased hostilities towards Luna, only to gasp and jump backwards at the sight of the apparition. "Y-You!" she seemingly growled and whimpered at the same time, her face a conflicting mess of fear and pure anger.

The atmosphere was oppressive and suffocating, but Luna was no foal. Energy surged through her body, muscles tensing for the fight.

Flash!

Eldritch lightning leapt from the tip of her horn, lancing through the air as the Moon Princess whipped around to face her foe. The deadly magic hit nothing but stone; whatever was there was not anymore.

"Behind me!" Luna commanded, spreading her wings protectively around the small ponies. All was quiet, save for an occasional whimper from Applebloom.

"What... was that thing...?" Twilight Sparkle continued to stare at the smoking mark left by Luna's magic, unable to forget the creature that stood there. Applejack shivered.

"Ah don't know, and Ah don't wanna know," she gulped, "But what Ah do know is that that thing has our friends!"

Twilight nodded shakily, wiping the sweat from her brow. "W-We'll help fight, Luna. We want to save Pinkie and the others as much as you do-"

"No, Twilight Sparkle." Luna replied, scanning their surroundings anxiously. "While I have no doubt its physical power is great..." The lunar alicorn glanced over at Rarity. "It's not its strength I'm worried about. Until we know exactly what it can do, I need you stay calm, and just trust me."

Twilight, terrified of the whole situation, gladly agreed.

"There you are!" Rarity growled, dashing to Luna's right. The Moon Princess whipped around, grabbing the fashionista with her magic and yanking her backwards. "Let me go! Let me go!" Rarity screamed, thrashing in Luna's grip.

"Twilight! Hold her down!" Luna ordered, handing the crazed mare off to Twilight. Celestia's protege nodded gravely, using her own magic to pin Rarity to the cobble road. Luna, free of distractions, turned to face the beast.

Slendermane stood expectantly in the moonlight, its many tentacles hanging limply at its sides. It cocked its head inquisitively.

The midnight alicorn smiled darkly. "Look at you. Are you trying to scare me?" Luna scoffed. "You've made a big mistake, facing me in battle. Prepare to die."

Slendermane looked unimpressed. At least, that was the impression Luna got after it suddenly appeared inches from her face. "Gah!" Luna teleported herself and the others backwards, narrowly dodging the barrage of tendrils.

The Moon Princess's horn glowed menacingly. "Not bad. My turn."

Bolts of lightning ripped through the night air, screaming towards the tall creature. Silently, effortlessly, it dodged every one. A black tentacle whipped forward, missing Luna by a hair's length.

Trying a different approach, the alicorn focused a laser at Slendermane. Sweeping the weaponized light horizontally, Luna managed to corral the monster right into her trap. The magical floor rune shined brightly as it activated, stopping Slendermane in its tracks.

The laser cut neatly through the abomination, slicing it cleanly in two. Luna cheered savagely, sure of her victory.

"It's not over." Rarity whispered, wide-eyed.

Crack!

Why don't they love me? I work hard! I work just as hard as her!

Slendermane's tentacle rebounded off the alicorn's skull. It had escaped from Luna's trap. The appendage felt cold and sticky.

Why should I love them if they don't love me? Why should I work hard to please them if everything I do is ignored?! What makes her better than me?!

"Luna! Are you okay?!" Twilight cried, shaking the dazed alicorn. Slendermane didn't attack again. It just stood there, watching as Luna struggled against herself. Something dark stirred, deep in the princess's heart.

"She sees them." Rarity said. The white mare shook violently.

Nothing! Nothing makes her better than me! The moon is just as good as the sun! No! It's better!

"Agh..." Luna fell to her knees. She was trembling.

"Luna?! Please, tell me you're alright!"

"Get up, Princess!"

They'll never love me. Not as long as that wretched sun still hangs in the sky.

"P-Princess, please! Answer us!"

If I can't rule along with my sister...

"Princess!"

...Then I will rule without her.

An evil, and very familiar, laugh echoed in Luna's skull.

'Kill them all.'

Luna roared, leaping to her hooves in a flurry of midnight feathers. No more holding back. The alicorn's horn exploded into blinding silver light. This spell would end it. End it all.

"Sister! Enough!"

Luna stopped, jolted by the sound of Celestia's voice. What was she doing? Thinking fast, the princess turned her horn skyward.

The spell was released into the night sky; a massive pillar of destruction that most certainly would have destroyed Ponyville had it been loosed where Slendermane stood. Horn depleted, Luna breathed heavily. Was... was she really going to go through with that? If Celestia hadn't shown up, would she have burned Ponyville to the ground?

"Celestia!" Twilight rushed over to her mentor, embracing the great alicorn. Celestia smiled warmly, but looked at Luna wearily. The midnight alicorn herself searched for her quarry frantically. Slendermane was gone.

"Princess! Ahm so glad you're here!" Applejack cried, running to greet the princess along with Fluttershy and Applebloom.

'Look at them. Look how happy they are.' a sinister voice said in Luna's head. 'They think she's better than you.'

Rarity, free from her bonds, looked knowingly at Luna. Without a word, the fashionista trotted to Celestia's side.

"Hello, everypony. I'm so glad you're alright." Celestia said. She turned to Luna. "I'm glad I got here when I did. You did an excellent job protecting them, sister."

"I...-" Luna's voice caught in her throat. "...where did it go?"

Celestia looked sadly at her sister. "I think I have an idea." She glanced around. "I don't see Pinkie Pie and Rainbow Dash. Where are they?"

Applebloom sobbed. "S-Slendermane got them! It took Sweetie Belle and Scootaloo too!" Celestia bit her lip.

"I... see. That complicates things." The Sun Princess levitated out an ornate box. She opened it, revealing the glittering jewels of the Elements of Harmony. "Here. Take them."

The mares took their pieces. "These will be our weapons against Slendermane. All we need to do is corner it and use these on it." Celestia stated. The white alicorn looked uneasy, as if she didn't believe her plan would actually work.

"B-but..." Fluttershy spoke up, "Without Pinkie and Rainbow Dash, we can't use them..."

Celestia nodded. "I know. But I also know where we can find them. And Slendermane."

Rarity stood at attention. "You know where that monster is?" she demanded, eyes fierce. Celestia flinched away from Rarity, surprised by the fashionista's passion. The Sun Goddess recognized the madness inside the mare; she should, because she once possessed it herself.

"...Yes." she said quietly. Celestia walked closer to Rarity, eyes full of sadness. Rarity glared but did not budge.

"Oh, Rarity..." Celestia whispered, "I'm so sorry..." The alicorn's horn lit up, and Rarity was engulfed in the gentle folds of Celestia's sun magic. A minute passed and the magic faded away. Rarity was healed.

"...Thank you, princess." the fashion mare said. Despite this, the look in Rarity's eyes did not change. The damage was on the inside, not the outside.

Celestia nodded sadly, aware she hadn't done much good. She turned to face the rest of the ponies.

"...As I was saying, I know where Slendermane is. Our mission is to find your friends, hunt Slendermane down, and destroy it. Any questions?"

"Where is it, then?" Luna asked. The midnight princess rubbed her head. She had a huge headache.

Celestia's eyes looked far away. "Long ago, Slendermane lived in a special forest. I burned it down, but..." Celestia snapped back to reality. "A new one has grown in its place."

Twilight's eyes widened in comprehension. "Slendermane is in the Everfree Forest."

Celestia nodded. "Yes."

Luna stepped forward, eager to distract herself from the voice in her head. "Let's go then. There's no time to lose."

Celestia shook her head. "No, Luna. Stay here with Applebloom. She'll be safer with you."

'She wants to leave you behind.'

"I'll be more useful if I can fight, sister." Luna struggled to keep anger from seeping into her voice. The Moon Princess's ears started to ring softly.

Celestia stared at Luna for a moment, analyzing her. "...No. I think it would be better if you stayed here."

'She doesn't trust you. That bitch.'

"...you don't... trust me, sister?" Luna echoed her inner voice. Celestia smiled warmly.

"Of course I trust you. I'm entrusting you with the safety of an entire town. These ponies need you. We will manage."

Luna opened her mouth to respond, but Celestia cut her off with a hoof. "Luna, please. Just trust me."

'Pah. Hypocrite.'

"Come, everypony," Celestia said, "Twilight, can you please teleport us to the Everfree Forest? I wish to preserve my magic, for the time being."

Twilight nodded. The Elements and Celestia gathered around her, and all together they disappeared in a flash of light.

'She's always eager to leave you behind, isn't she? Eager to steal all the love for herself.'

Luna shook her head in denial. 'No... No...! I love Celestia!' she told herself.

It had been ten minutes since Celestia departed for the Everfree. Applebloom walked alongside the alicorn silently. They were heading to Sweet Apple Acres to check to see if the filly's family was alright. Ever since Celestia left, the voice had been talking nonstop.

'Do you really? Or do you force yourself to think that, so you don't get sent back to the moon?'

'I...'

'Don't you remember? The waiting? The starvation? How badly we wished we weren't immortal, just so we could die?'

'...' The ringing in Luna's ears was getting louder.

'...Do you remember how good it felt, slicing that monster in half?' the voice cackled. 'We were born to rule. We were born to kill.'

Luna stopped walking. Applebloom turned, a curious look on her face. "Luna?"

'I-I don't want to kill anypony...'

'Liar. Liar.'

"Ungh..." Luna clenched her eyes shut. Applebloom began to look worried.

"Luna, are you okay?"

'You're... you're not real. Slendermane put you in my head.'

The voice laughed. 'No. I've always been here. Slendermane did nothing but open your ears.

Luna collapsed to the ground. The ringing.

"Luna!" Applebloom cried, rushing to the princess's side.

'Face it, Luna. We were born above these pathetic worms.

"I... I was born above..." Luna repeated quietly. Applebloom was scared now.

"What? Please, let's just go. Please, Luna!" The filly started crying. "Come on! What if Slendermane comes back?"

Lightning flashed. Applebloom's charred corpse fell to the ground, her face forever locked into an expression of shock.

Nightmare Moon rose to her hooves.

"Sweet, sweet Applebloom..." the Nightmare purred, flexing her wings. She smiled wickedly, basking in the light of her moon.

"Slendermane is not the only monster on the prowl tonight."

Author's Note

It's back, and it's running on version 2.0! Now with 30% less Cutie Mark Crusaders! Here are some patch notes (I edited the crap out of the last chapters):

-Improved spelling across the board
-Sentences are (mostly) less clunky and easier to read
-Luna no longer talks all old-timey in any chapter, because I felt that it distracted from the story
-I changed at least 100 "it's" to "its". I can't believe you guys let me get away with that

Enjoy!