Twilight Sparkle had been inwardly bracing herself for what she would do when she arrived at the town hall. She’d had no doubt that there would be a horde of distraught ponies looking for assistance with the present catastrophe—no matter how many times some world-ending threat came through town, it never seemed as if the townsfolk were any more prepared for it than they had on that first Summer Sun Celebration so many years ago. Starlight Glimmer posited that it was a part of ponies’ herd mentality, even though they were plenty capable of banding together when push came to shove, they were also just as prone to fits of panic spreading through their community if not provided with sufficiently coordinated leadership. Fortunately, Twilight Sparkle had plenty of experience with being in this position, and the flight back into town offered her sufficient time to lay out the points that she would need to make before the assembly.

She didn’t feel much joy for this plan of action, especially considering the unavoidable concern of what the response would be when she announced that there was yet to be any solution for the menace at their doorstep. But it was necessary, a vital act to make in order to ensure that they were able to make it through this together. If nothing else, she would feel some relief to be around ponies who were still normal, especially to reunite with Big McIntosh, Apple Bloom, and Octavia.

Instead, all those mental and emotional preparations were thrown out the window before she had even arrived at town hall.

The alicorn had to stop to alight upon a rooftop as she watched the rush of panicked ponies streaming through the streets. They appeared to have been stirred into an even greater frenzy than any she had seen before now. They tore past each other whenever the opportunity was presented, knocking their neighbors aside, dangerously close to trampling any who was unfortunate enough to fall underhoof. They cried and screamed bloody murder at the tops of their lungs, the cacophony making it impossible to discern any individual voices. And, notably, they were all headed distinctly in the opposite direction of the center of town.

Twilight Sparkle opened her mouth to speak, but her breath caught in her throat. She had to pump the bellows of her lungs several times to work up enough strength for the volume that she would need. “Everypony!” she called out while using a dash of magic to enhance the sound that she produced, “I need your attention, please!”

But not a single pony stopped to listen or even paid enough mind to look up at her. One would think that a fair few would have had their interest piqued by the sight of the young princess parading about in public wearing naught but her undergarments. Then again, having too much exposed skin might not be particularly in vogue under these circumstances.

A door opened on the street below, the house directly across from where Twilight Sparkle was presently standing. Out hobbled a conglomeration of swollen circles masquerading as a pony, soft violet and magenta. Heavy breasts rested on top of a bloated, nearly spherical gut, leaking a purplish fluid. Their mane seemed to be made of the same substance, a rippling waterfall frozen in place around their head, lips eclipsing much of their face.

They had no reaction to the crowd around them other than to wave inoffensively.

The response was immediate. Those who were immediately closest shrieked and fell over themselves in their efforts to get away. A wide berth was given to the warped pony, water flowing around a rock that had been tossed into a river. Then other ponies began to double back the way they came, crashing into each other before escaping down side alleys, and then the street was empty. The violet pony looked on blankly as they dripped onto the dirt.

Twilight Sparkle cringed as she grasped her mane between her fingers. There was no way she would be able to command enough attention to get the townsfolk to pay attention to her at this rate. The most she could do was hope that they fled to safety. Dear Celestia, she prayed that none of them resorted to violence.

“Hey, Twilight, what’re you doing up here?”

The voice was familiar. She heard it two times over, nearly perfectly in sync with each other.

She turned and looked up. Perched at the peak of the rooftop were two Ditzy Doos, holding a large cardboard box between them (Twilight Sparkle was sufficiently distracted not to consider how much she didn’t want to be in the shadow of that oversized parcel). They both looked down at her with gentle, carefree, purple-lipped smiles and dark and perfectly not-misaligned-in-the-slightest eyes.

“Don’t run away,” Twilight Sparkle thought to herself with as much sternness as she could muster.

“I’m just…looking for some ponies,” she said, and before either of them could interject with further questions she asked, “Have you seen Big McIntosh or Octavia Melody anywhere?”

The Ditzy Doos exchanged puzzled glances with each other.

“Big McIntosh?” one asked while scratching her head with a free hand.

“You know, Big Mac, that big stud from the Apple family,” the other replied with a chuckle.

“Oh, yeah! We saw him back near Quills and Sofas didn’t we?”

“I think so, yeah, he had that saucy brunette and lil’ yellow mare with him?”

“Yeah, that was Tavi and AB, right?”

“I think so! Gosh, we should’ve said hi, but we’ve really got to get on with this delivery.”

“Oh yeah, that’s right, Berry Punch is waiting on us! Sorry, Princess, but we’ve got to—”

But Twilight Sparkle was already taking off from the rooftop. Her wings beat through the cool night air as the town fell away beneath her, granting her an aerial view of the buildings and streets and cramped alleys. Ponies continued to stream along the cramped avenues in panicked clusters. An intersection was filled up with a clot of engorged bodies that were engaged in heaving and slamming against each other like an ocean of flesh, crooning ululations of pleasure and desire rising toward the heavens. The alicorn tried her best not to imagine what it would be like if the whole town’s population were like that.

She swooped toward the green-tiled roof of Quills and Sofas, quiet and despondent in the pre-dawn dark. No lights were on inside the building; either Davenport wasn’t awake or he had already fled with everypony else. There were no ponies immediately present, leaving only the distant cries of terror from the streets nearby and the heavy thumping within Twilight Sparkle’s chest. She muttered prayer after desperate prayer under her breath to no avail as she circled around the shop. There was nopony to be seen.

She was about ready to give up and move on down the street to look elsewhere when she heard the rustling of leaves and a low, hushed noise, choked gasps of breath, whimpering. She alighted on the ground close to a bush that was nearly flush with the wall, and she peered around and saw two familiar ponies huddled in the narrow opening.

“Twilight?” asked Octavia, looking up at the shadow falling over them. Apple Bloom was clamped tightly against her, eyes shut, shivering in her pajamas, but that quickly changed as the new pony’s presence became apparent, and her form unclenched itself as she turned to look as well.

“Oh, thank Celestia, I’m so glad I found somepony with their head on straight,” Twilight Sparkle said breathlessly as she kneeled down close to the opening.

“Where are…your clothes?” the grey mare asked disconcertedly, eying her and her conspicuous lack of decency.

“It’s a long and very unpleasant story.” She might have tried to squeeze into the narrow hiding place as well, but she didn’t want the leaves and branches of the bush scraping against her bare skin. “What happened, why are you here? And what happened to Big Mac?”

“B-Big Mac l-l-left,” Apple Bloom interjected before Octavia could answer, her eyes watering, lip trembling. “He t-t-told us to st-stay-y here while he w-went for help, b-b-but he…h-he hasn’t…” She broke down into sobs as she buried her face in Octavia’s chest again. The older mare didn’t seem particularly comfortable with this but she held her close regardless.

Octavia beckoned Twilight Sparkle to come closer and whispered to her, “He told me…he didn’t think it was safe for him to stay with us…I think he thought he was going to…” She pursed her lips shut, unable to say the rest of the sentence. Twilight Sparkle placed a hand on her shoulder. Octavia sniffled once, but her countenance remained otherwise neutral. Her composure was firmer now than when they had last seen each other, but not exactly stronger. She had not gotten acclimated to this night’s horrors, she had only grown numb to it. “Mayor Mare changed right in front of us,” she then said flatly.

“You saw her transform?” Twilight Sparkle asked, feeling a spark of terrible curiosity flash within her.

“I have no idea how it happened,” Octavia muttered, shaking her head. She closed her eyes, perhaps trying to mentally visualize those memories, only to then visibly wince and cringe. It couldn’t have been a pleasant memory. “She started babbling something about not wanting to be mayor. I thought she was just going loopy. Then she…blew up.” She stopped and shook again. “Please tell me you’ve figured out something,” she implored.

“I wish I could say I have,” Twilight Sparkle said with a heavy, doleful sigh.

At the same time, though, her mind was racing. Was Mayor Mare’s transformation in some way brought about by dissatisfaction with her position? There was so much stress involved in being an elected official governing over a town, especially one as prone to drama and chaos as Ponyville. Twilight Sparkle would have to admit that the mayor probably had more responsibility than she did herself as a princess at current.

It prompted her to recall Fluttershy, seemingly so eager to flaunt herself to other ponies, a far cry from her usual demure self; she had been working to overcome the limitations of her capacity for socialization ever since they met, and despite making significant progress she still frequently expressed regret for not being able to be more outgoing.

And Granny Smith, the old mare who had lost the ability to keep up with her young grandchildren, granted newfound strength and youth so that she would be able to work on the farm in place of a dozen ponies.

But that was where the chain ended. She couldn’t be so sure of what line of thought might be involved with any of the other ponies who had been affected by the corrupting plague. Pinkie Pie and Ditzy Doo were still doing exactly what they had done before, they weren’t torn up over being a party planner and a mailpony. She hadn’t even been able to determine anything about Rainbow Dash with her being asleep. How does a pony sleep through their body putting out a constant orgasm that causes their house to melt around them?

And it still didn’t explain the unreasonable leap from any of these internal thoughts to the outrageous physical changes that were affected upon each pony.

“Well, everypony got up in a panic after that, as I’m sure you can see,” Octavia said melancholically, breaking Twilight Sparkle out of her thoughts, “I don’t know how we’re going to get anypony organized now.”

“It’s fine, we’ll…we’ll cross that bridge when we come to it,” the alicorn replied, patting the other mare’s shoulder again. “I’m just hoping that some ponies have been going to the castle or the school.”

Oh, Celestia, what might be happening with the students boarding at the school right now? At least Starlight Glimmer was holding down the fort at the castle, hopefully anyone in trouble would think to go there.

“Is that where we’re going, then?” Octavia asked with a hint of hopefulness in her tone which prompted Twilight Sparkle in turn to preemptively grimace at what she was about to have to say.

“I’m afraid I have…one more stop I have to make first,” she admitted in a pained, regretful tone, “I have to go by Carousel Boutique.” She turned away, consulting her internal map of the town as she turned in the direction of the store and then the castle. “It should be along the way, we’ll be able to make good time if we don’t have to make any detours.”

“Miss Rarity…” Octavia murmured. Her violet eyes focused on Twilight Sparkle’s, shimmering with worry. “You went to Sugarcube Corner…was Pinkie Pie…?”

Twilight Sparkle’s gaze cast downward and she heaved a long sigh and nodded. “Yes. I found Rainbow Dash too. It got to both of them.” She could have quibbled over the exact details, over how relatively bad the outcome was, but it seemed an insignificant point. All that mattered was that they were changed. They weren’t going to be able to help.

This time it was Octavia who reached out and consolingly touched her. They each offered a weak but warm smile. Apple Bloom’s sobbing was quieting.

“Come on, let’s get going,” the alicorn then said, backing away from the hiding place behind the bush.

“B-but…wh-what if Big Mac comes back and we’re not here?” Apple Bloom asked, still clutching to Octavia’s side while they stood.

“He should know where to come looking for us,” Twilight Sparkle replied hurriedly, pulling on the younger mare to hurry her forward. If Octavia’s intuition was correct, though, it would be preferable if Big McIntosh didn’t think to come looking for them at all.

The three of them stood in the street again, Apple Bloom huddled between the two taller ponies. Twilight Sparkle’s ears flicked as she picked up the sounds of the fleeing crowds, louder now, and she couldn’t be sure if it was because they were closer or simply because they were out in the open again. The nearest voices sounded about two blocks away, and if she was gauging correctly then their paths weren’t going to intersect with each other. She was silently glad that neither of the others had asked her why she didn’t just teleport all of them to their destination.

“Now if we just head this way,” she said, already stepping forward and tugging on Apple Bloom’s wrist, “we should make it to the boutique in—”

There was a sharp whistling noise. Twilight Sparkle’s head jerked to the left and saw a light rising over the rooftops, pinkish purple. Behind her, Octavia managed to blurt out an exclamation of “What the—?” before the firecracker burst in a blinding flash of light and an explosion that rent the air. The alicorn’s eyes burned, the flare seared into her retinas even after she raised an arm to attempt to block it out, but that did serve to give her some protection when the rest of the fireworks followed, a barrage of explosions one after another, peeling and crackling and booming as the night sky turned to day for brief flashes.

Octavia finished her interrupted question. “What the hay is that?!”

Twilight Sparkle’s ears were ringing, still filled with the din of the fireworks going off and the continued roars and screams in the distance. Amidst it all, though, she thought she could discern another noise, coming approximately from the direction that the obtrusive pyrotechnics were originating. It was a voice, more distinct than the cacophonous crowds, magnified by a microphone. Or, more likely, a volume-enhancing spell, considering that the owner of the voice was very familiar to her.

“Come one, come all, to see the latest performance of the immense and voluptuous TITSIE!”

The fur on the back of Twilight Sparkle’s neck bristled as she felt a dread implausibly greater than any she had experienced thus far that night.

“Don’t worry about it,” she shouted hurriedly over the noise as she started to walk again, “we don’t need to go anywhere near there.”

“L-look!” Apple Bloom pointed down the street, and at the same time Twilight Sparkle was conscious that the sound of the stampede was getting closer. She saw a group of terror-stricken ponies round a corner and come barreling toward them, eyes wild, blinded by panic.

“Come on!” Octavia started forward, Twilight Sparkle at nearly the same time, Apple Bloom stumbling before falling in step with them.

Time passed by in a blur.

The alicorn was trying to remain laser-focused on their current objective. She had tuned out all other distractions until it was too late to do anything about them.

Hooves thundered past on the street they had left behind as the three mares started to run full tilt. Were it not for that and the continued fireworks, they might have heard the other noise, the heavy thudding steps that shook doors and rattled windows all around them. Twilight Sparkle was just starting to think that they might be able to get away without any further distractions when something emerged in front of her, slamming against the ground. A hoof and leg that were as large as a tree, pale grey with dark stripes. The earth shook and Octavia and Apple Bloom shrieked.

(run)

Twilight Sparkle had them turned about and running the other way. She only spared a momentary glance back over her shoulder as a flash of light illuminated the figure that loomed over the rooftops. The tapering leg led up to an engorged, distended shape. A hand gripped against the corner of a building, crushing brick and plaster effortlessly. Two heads craned above the shoulders on long necks. She turned back when one of them looked at her and smiled with swollen dark lips.

They were back where they started, but now the street was filled with a throng of ponies. A few noticed the giant zebra and were stirred to greater fear still. Octavia and Apple Bloom seemed to sense her apprehension and stopped alongside her, but then there was another booming hoofstep, coming closer.

(don’t run)

Twilight Sparkle urged Apple Bloom closer to Octavia again before pushing the both of them ahead. “Go!” she commanded.

There were simultaneous objections. “Don’t leave us again!” from Apple Bloom and “We can’t leave you again!” from Octavia. Both regarded her anxiously, pleadingly.

“I’m going to try to distract her!” And the alicorn was already turning away from them without another word, not waiting to see if they were taken up in the current of the crowd or not. She beat her wings and pushed her hooves against the ground and lifted into flight once more, a leap that brought her up toward the rooftops. Another whistling firecracker, though, alerted her that going too high might not be the best course of action under these circumstances. She didn’t have any desire to become flash-fried princess.

“Hey, over here!” she shouted as she sailed by the giant, past the intersection and into the next street. There was only so much room left in the span between buildings, a fleshy wall of breast meat threatening to fill the space, and it became narrower still as the zebra turned to look at Twilight Sparkle going by. She had to tilt to the side, holding her wings nearly vertically before she was able to level out—she hoped that she would be able to thank Rainbow Dash for showing her how to do evasive maneuvers. In that moment, she had enough leeway to be afforded another glimpse of the zebra. She saw that the two heads were not quite identical to each other. One had a mane that stood stiff and straight up in a mohawk, the other’s mane was a tangled nest of locks that partially obscured the eyes as it dangled past the jawline. The former head also bore golden earrings and rings around the neck.

And it was this head which spoke to her in a familiar deep voice. “Oh, dearest Twilight, it has been a while. Will you not grace us with a beautiful smile?”

The second head spoke something in a different language, ending in a bellowing laugh.

Twilight Sparkle didn’t waste any time trying to come up with a translation. She put as much distance as she could between herself and what had once been Zecora and whatever it was that used to be Trixie. There was another deep vocalization calling after her, something about a show, but she didn’t hear all of it. All she heard were the rumbling hoofsteps pounding against the ground. She didn’t stop to turn around and see whether or not the zebra was following her. It was irrelevant; she had to get away regardless, she didn’t need distractions. Her heart ached at the thought of Apple Bloom and Octavia being left behind again.

She wasn’t abandoning them.

She wasn’t.

She didn’t allow herself to slow until the buildings of Ponyville started to thin again, giving way to fields and parks. To the right, she would have been able to see the castle in the distance over the rooftops during the day, but at night there was only an indistinct hulking shadow, and that didn’t bring her much in the way of comfort. Instead she turned her attention toward the building that stood by itself, cozily nestled amongst the trees. The Carousel Boutique wasn’t quite as abnormal as Sugarcube Corner, but it was still noticeably distinct in its architecture, its roof reaching high toward the heavens like a castle tower.

There was no time to pore over details. There was no time to wait. Twilight Sparkle still didn’t look around, but she wasn’t going to take any chances. She could still hear the booms and crackles of fireworks, distant lightning flashing on the pink and blue walls of the boutique. She alighted in front of the door and promptly reached to yank it open, ready to blast it apart if she had to. Fortunately, it was unlocked, leaving such violent methods unnecessary.

Twilight Sparkle practically threw herself through the door before slamming it shut behind her, the sound of a ringing bell lost in the commotion. “Rarity!” she called out at the top of her lungs. The showroom of the boutique was dark but not pitch black, a faint golden glow suffusing her surroundings. She didn’t think much of that for the time being, though, instead running to a window and looking out into the night. There wasn’t much of anything to be seen—Ponyville was dark and quiet aside from the continued purple-pink flashes. There was no sign of Zecora, and the ringing in her ears rendered her unable to hear any of those telltale thumps. She would have to be hopeful for the time being. She pulled the velvet drapes shut and used her magic to do the same for all the other windows in the room.

Only then did she feel her breathing begin to normalize again—especially a good thing because quieter breathing meant it was less likely she’d be noticed. This was enough that she was able to properly take in her surroundings.

It wasn’t alarming, but it wasn’t exactly reassuring either. The show room was empty. Racks of clothes which would be for sale during the business day stood around the periphery. The dim light was provided by a single desk lamp standing on the counter at the center of the far wall, casting long shadows across the floor. There were no dresses on display, the pedestals for ponnequins standing empty. The alicorn’s gaze turned toward the entryway to the halls leading to the back rooms and the upper floors—the light didn’t reach there, leaving it as a shadowy pit.

It wasn’t silent. There were sounds of movement, boards creaking overhead. And there was a mechanical whirring and repetitive hammering that sounded like a sewing machine in use. Somepony was awake inside the building.

Most importantly and reassuringly, there was no mess of rainbow fluids covering the floor, nor balloons clogging the air.

But, then again, Fluttershy’s cottage and the Apple home hadn’t appeared especially out of the ordinary.

“Rarity?” Twilight Sparkle called out again, still keeping her volume raised but no longer full of fear and urgency.

She tried to recall. She thought that Sweetie Belle was staying with their parents this weekend. That was one less pony to have to be concerned with for the time being. Regrettable, though, in that having one of her friends with her might have been beneficial for Apple Bloom.

What about Scootaloo?

Ice stabbed through her veins.

No, there was already too much on her plate.

The mare’s arms crossed over her front as she walked toward the front desk. A chill lingered in her. What was the plan at this point even going to be? Would there be nopony left who could go with her to Canterlot? And she still didn’t know what she would be up against.

The light from the lamp guttered momentarily, but Twilight Sparkle was too lost in her thoughts to notice.

There was something perched upon the desk. It looked like an index card folded over itself to stand upright. Once close enough, Twilight Sparkle leaned over so she could peer at it. She immediately recognized the flowery cursive handwriting.

Good day! Thank you so very much for visiting the Carousel Boutique! We are operating at peak capacity today, so please forgive any tardiness! An associate will be by to see you shortly!

Then, as if brought about by her reading the note, there came a noise. Twilight Sparkle’s head jerked upward, and her eyes focused upon the blackness of the passage that opened up next to the desk. It was the steady rhythm of hoofsteps.

Confusion and worry warred inside her. Rarity had never had employees at the Ponyville location, they were left to manage the branches in Canterlot and Manehatten.

She remembered the army of Ditzy Doos and she bit her lip. A series of Rarity clones might not be the worst outcome.

The hoofsteps were coming closer still. The sound was unusual. Shuffling and scraping along the floorboards. It was still early in the morning, surely the pony, whoever they were, was still tired.

But Twilight Sparkle made a mistake: she allowed herself to feel hopeful.

And so, when she saw movement, a subtle shifting within the shadows, there was a weight that began to lift from her heart as she blurted out “Rari—”

The figure emerged, and it wasn’t Rarity.

The lamplight revealed a body that was far too dull and desaturated in its white coloration to be Rarity’s fur. Not even fur, the gleam betraying a surface that was smooth and featureless. The face bore no mane, no mouth, no eyes, only the approximate shape of a pony’s skull, muzzle and ears projecting outward.

No eyes, and yet Twilight Sparkle could distinctly feel the ponnequin’s attention upon her as its face turned toward her, its motions accompanied by a creaking that sounded uncomfortably akin to bones cracking.

She felt her jaw moving, but no sound came out.

She was not so conscious of her legs moving, backing away. Not turning around, unable to divert her gaze, as if in the hope that the grey figure would be unable to move so long as she kept looking at it.

Those hopes went unfounded. The ponnequin began to creak again as it followed and kept pace with her. Its limbs moved in stiff, jerking arcs, arms shaking at its sides, hooves dragging across the floor. Strangled, gasping attempts at vocalization came from Twilight Sparkle’s throat as she stared, wide-eyed. That rising terror within her only grew stronger when she felt herself back up against wooden paneling. The door.

To think that she had been worried about possible dangers outside.

Her hand pressed against the surface, fumbling for purchase on something, but she couldn’t find the handle.

She had nowhere to go and the ponnequin was still approaching.

“St-t-ah-op,” she managed to croak.

The ponnequin stopped.

They then continued to stare at each other—as much as that could be done when one party didn’t have eyes. Twilight Sparkle didn’t feel like she was getting any less stressed, but she no longer felt like her heart was about to burst out of her throat. She had forgotten how nice it felt to breathe without being aware that she had ever stopped.

In the newfound calm, she had the opportunity to take in more of the model pony’s features. On a cursory glance, there was nothing to suggest that there was anything structurally out of the ordinary, made out of the same plastic as the models usually displayed in the boutique, aside from not being perched on a stand. The shape, though, was marginally more exaggerated in its curvaceousness, chest and hips flaring out toward the sides. The breasts were indistinct, lacking nipples. There was also an additional shape nestled between the legs, a lump that seemed to approximately resemble the form of a stallion’s genitalia. Warped, like everything else.

Aware that her attention had drifted, the alicorn’s gaze snapped back upward. There continued to be no further response. It seemed as if the thing was waiting for something.

Twilight Sparkle wetted her lips and opened and closed her jaw several times, working up the strength to finally speak. “I’m…I’m looking for…R-Rarity.”

There was a short, tense pause before the ponnequin reacted, creaking as it nodded its head in assent. It rotated in place, extending one arm in a sweeping, welcoming gesture as it turned about, and then it began to shuffle away, back toward the dark passage. The mare followed at what she deemed a safe distance. Every step was light and careful, ready to turn about face and jump away in the event of something appearing awry.

The mobile dummy seemed to have no qualms about venturing into the pitch black—it wasn’t like it had to worry about visibility when it didn’t have eyes—but Twilight Sparkle was not so keen on that, so she lit her horn again, casting magenta light around them. Their path turned, up the stairs to the second floor, but not before she had the chance to look into the fitting room at the other end of the hall. There were more colorless figures standing about in the gloom, at least a dozen. They were handling various dresses and pieces of cloth, and their proportions varied. As she watched, she saw one ponnequin help another pull a gown over itself, the cloth hanging limply from its shoulders, but after a few seconds its breasts swelled in size several times over, forming a neat canopy with its chest. Then they were walking up the stairs and she had to look away.

That shift in focus still didn’t stop her from stepping on something. She thanked every celestial body she could think of off the top of her head that it wasn’t something wet. When she looked down to inspect, she was met with what appeared to be a piece of purple thread. Its texture made her think of silk, but its thickness made it appear closer to twine. She let go of it, only to find that it seemed unwilling to let go of her in turn, adhering to her hand as if by static cling; she had to shake to get it off. The thread continued up the stairs, joining with others of different colors, forming a tangled mat at the top of the landing.

The ponnequin continued blundering ahead, walking through the piles of thread as if they weren’t there. Twilight Sparkle exerted more caution, trying to step on patches of floor that were bare. She saw multicolored heaps of fibrous lengths sitting in the corners of the halls, stretching up over the walls. Some of the threads lead to masses of fabric that appeared to be half-finished dresses. Or dresses that were designed to fit bodies far beyond the ken of ordinary ponies. Rarity’s friends knew that the boutique was frequently a mess when she was deep into her work routine, but this gave the impression that a tornado had blown through the building and tried its hand at knitting while knocking everything from the shelves.

She began to hear other noises over the creaking and dragging motions of the ponnequin. There was that heavy movement and the mechanical din of the sewing machine. It came from a door at the end of the hallway, light filtering through the thin opening underneath the frame. Rarity’s workroom.

“Rarity!” she cried out as she pushed past the grey figure—which had no reaction to her lack of manners, and upon seeing her arrive at her intended destination turned around and hobbled back toward the stairs—and banged her fists on the door. “Are you in there?! Please tell me everything’s fine!”

The sewing machine stopped. The floor creaked and groaned as something shifted over it. A shadow moved into the illumination that came from under the door.

Twilight Sparkle felt herself tightening preemptively even before the voice spoke to her. “Twi…light…darling.” Spoken slowly and deliberately, as if tasting the syllables. “Whatever are you worked up about? Everything is going swimmingly here today.”

She clenched her eyes shut as the stinging tears threatened to come spilling forth. On any other day, she might have been concerned for different reasons. Rarity was prone to ignoring her own wellbeing when she had a big order to work on, and she would equally rebuff her friends’ insistence that she needed to take a break. Convincing her to get out of such a mindset would be a herculean task in of itself.

But Twilight Sparkle hated that, even without seeing anything, she could hear how big Rarity’s lips were. The elegant, refined accent was marred by the presence of wet smacks at the opening and closing of the jaw and a muffled indistinctness that pervaded every syllable. There was an undeniable sensuality to her delicate voice, making even such innocuous statements sound seductive.

She knew she shouldn’t have been surprised. The other oddities on the way up here were too egregious to be mere coincidence.

Yet, at the same time, she still hadn’t seen anything of the unicorn, and that left enough deniability for hope to remain lingering within her, unwilling to be quashed underneath the iron-shod hooves of facts and deductive reasoning.

They can’t all be gone.

(don’t leave me alone)

“Rarity…there’s…there’s something bad happening…it’s bad and it’s…it’s taking everypony.” Twilight Sparkle’s horn scraped against the wood as she pressed her forehead on the door. “We need to go…we need to do something!”

There was a pause. A thoughtful hum came from the other side of the barrier. Something tapped against the floor, but it didn’t sound like a hoof. The sharp beat gave the impression of something narrower. “Oh, I’m sorry, darling,” Rarity finally said with a heavy, throaty sigh, “I simply don’t have the time to deal with anything of that sort right now. We’ve got so many orders to fill, I got everypony up early so we could get started on it as quickly as possible. I’d leave the dummies to do the sewing, but they just don’t have the right eye for it, let alone the dexterity, they’re better suited for—”

“Listen to what you’re saying, Rarity!” Twilight Sparkle shouted, and the air around her pulsed as she banged on the door again for emphasis. “You don’t have living ponnequins working for you! They’re not supposed to exist at all! Why can’t you understand that this isn’t right?!”

“Twilight, dear, please remain calm, there’s no need to get upset.” Those strange hoofsteps approached. It sounded like more than just two moving at once. It was also accompanied by the sound of something dragging over the floor. “You’re working under a great deal of stress, aren’t you? Poor thing, you just keep putting so much burden on yourself.”

“You’re one to talk,” she would have retorted, were the circumstances different, but she didn’t have the strength for it.

Something pressed against the other side of the door—a hand, she would suppose. The space between her and that closed room was insurmountable, a span that could have been mere centimeters just as easily as miles, yet she still felt some semblance of the warmth imparted by that touch. “You are a strong mare, Twilight, you are capable of a great many things, but you will burn yourself out at this rate. That is not your place, not today.”

Twilight Sparkle couldn’t keep from crying anymore, though she clenched her jaw shut to stifle her sobs. She leaned her weight against the door and felt herself sagging, melting. Her wings hung limp from her back, as if ready to slough off of her. Her bra and underwear clung to her, pinching into her skin—even after so much cold, the heat that came with overexertion was unbearable. Her hand moved toward the handle again and weakly turned and twisted it. “Rarity…please…open the door,” she whispered through shallow breaths, “I want to see you…I want to…to…”

Her thoughts drifted away from her. A numbing haze clouded her mind, a harsh buzz filling her ears. She thought her vision was bending and warping, turning convex, stretching away from her, until she blinked and found everything was normal like nothing had happened.

Nothing had happened.

There was another hum, this time accompanied by a finger tapping against the door. “I’m sorry, darling, but neither of us is ready for that just yet. There is much left to be done.”

Twilight Sparkle knew that she could obliterate the door if she wanted to and have all of this be done with.

“Rarity…what is happening to us?” she asked, unsure what answer she might have even expected.

One more pensive pause. It was concluded with a slow, heavy sigh. “It is something terrible and wonderful, Twilight,” Rarity muttered, and there was no hint of a lilt in her tone. It was Rarity’s voice, tinged with tiredness. “I have never seen things so clearly and yet so muddied. It is so hard to remember the way things should be. I don’t…I don’t want to.” Her fingers scraped against the wood. “It hurts too much, Twilight…it hurts…it…” There came a pained grunt and a thump, the door pushing back against the alicorn as something fell against the other side.

“Rarity!” Renewed vigor surged through Twilight Sparkle at the same time as alarm, and she tugged on the handle again. “What’s wrong?! Are you hurt?! Please, let me in so I can—”

“Oh, terribly sorry, darling!” The heady, heavy voice came back, a smile audible in its tone. “I must have zoned out there for a moment. It was good to talk to you, Twilight, but I really have to get back to work, these orders aren’t going to fill themselves.”

“W…w-wait, Rarity!” Twilight Sparkle sputtered and cried, banging her fist on the door again, but the mass on the other side of the door was already in motion, tapping and crawling away. “What happened?! Talk to me!”

“We’ll see each other again soon, Twilight, I’m sure, but ta-ta for now,” Rarity said, perhaps waving at the closed door, “Quintus will show you the way out.”

“Quin—?” But Twilight Sparkle turned from the door and nearly jumped out of her skin all over again when she saw a ponnequin standing beside her again. She couldn’t be sure if it was the same one from before or not, its smooth features seemingly identical. What was different was the way this one stood closer to her, well within arm’s reach. Its “gaze” seemed more deliberate and imposing. This time she was the one who had to slowly nod her head, and the dummy, apparently content with this, turned and walked away, prompting her to follow.

The walk through the boutique gave her time to mull over her thoughts. She had spoken to Rarity, the real Rarity, however briefly. It was like she had used all of her strength to wrest control for that one moment. A chill ran through her at the implications thereof—were the corrupted ponies all conscious of what was happening to themselves but unable to do anything about it? She had to hope that that wasn’t the case. For everypony’s sake.

For the sake of the weight in her stomach that was gnawing at her.

Instead of dwelling on that any further, she turned her thoughts to what Rarity had actually said to her. “It hurts to remember…” she muttered under her breath. Remember what? Was it something specific or was it just anything?

That was one aspect that seemed consistent: every pony who was affected was unable to recognize that there was anything wrong with themselves. It was as if they were unable to remember what they were supposed to be.

She rubbed her temples while threads clung to her hooves, her prioritization of introspection preventing her from keeping track of the mess covering the hallway floor while she approached the stairs. There was something about this that was familiar. There had been someone calling to her. It had been important. She needed to remember. She needed to remember. She needed to—

The ponnequin—Quintus—opened the door with the jingling of a bell. Twilight Sparkle shook off the last threads stuck to her legs before stepping outside. She blinked when she felt the chill of night again. She looked back, but the opening had already been shut again. There was a strong suspicion looming within her mind that she would not be able to get back in.

That was it, then.

Fluttershy, Applejack, Pinkie Pie, Rainbow Dash, Rarity.

Spike.

They were all gone.

= = = = =

It wasn’t possible for a unicorn to fall asleep while maintaining a spell. The drift to unconsciousness would always interrupt the casting and promptly cause it to dissipate. Practiced unicorn mages were able to channel the energy that went into casting magic to keep themselves awake. This, however, had the potential to backfire if one were too practiced in maintaining that trance-like composure. One could become so focused on the upkeep of a spell that they completely lost track of the world around them, nearly catatonic, something which could have disastrous consequences if left unchecked.

So when Starlight Glimmer heard the sound of tapping on glass, she jerked in place with a start and gasped sharply in much the same way that she would have if she had been startled awake from nodding off. The teal field of light that comprised the shield flickered momentarily but remained strong. She took stock of her surroundings. Everything seemed to be the way it should be—or, rather, there had been no further progression toward the worse.

Spike was still on the other side of the barrier. He was still unreasonably oversized and endowed. He was still preoccupied with groping himself, but now perhaps a tad more languidly, lying in repose upon the bedroom floor, reclining on his side with his back facing toward her.

Another tap. She turned to the side and saw a red-orange glow outside the window. “Philomena?!” she exclaimed as she walked to the window and opened it. “And…Angel?” She wasn’t too good at identifying specific animals, but there was no mistaking the lividity with which the rabbit glared at her before hopping over the windowsill and into the bedroom, shivering all the while. Philomena fluttered in behind him, and the mare realized that the glow from her fiery form was actually a fair deal duller than it should be, her feathers wilting like flower petals.

“What happened?” Starlight Glimmer asked as she let the phoenix perch upon her arm. “Where’s Twilight?” Then she turned to Angel. “…Where’s Fluttershy?”

The rabbit’s anger faded somewhat, giving way to forlornness, ears falling limp. Philomena conferred a similar expression, eyes hanging half-lidded as her gaze cast downward.

The unicorn didn’t need to be capable of speaking to animals to understand that this wasn’t good news.

“Okay, okay…worst case scenario…” Starlight Glimmer muttered under her breath, picking up Angel as well before she started to pace in a very Twilight-esque manner. “Twilight was unable to get Fluttershy’s help…which means Fluttershy is probably also compromised…which makes it very likely that others have been compromised as well. Twilight most likely went to round up anypony who was unaffected, so she’s probably still out there…or…” She bit her lip, unable to voice the thought that came to mind.

“Twily?” Claws scraped over crystal as Spike shifted. Angel squeaked a cry of alarm when he caught sight of the huge dragon sharing the room with them. Dark eyes and red hearts scanned the room before focusing on Starlight Glimmer, who flinched, but only slightly. She didn’t feel any need to get frightened, having spent…well, she wasn’t sure how long it had been, but it had been a long time surely, keeping watch over the purple-and-blue giant. “Starly,” he said as he crawled forward, his posture akin to a prowling predator, though the look was ruined somewhat by dragging his breasts and balls over the floor. “When is Twily coming back?” His lips parted in a long, crooning sigh. “I can’t wait to see her again. We were supposed to be together, siblings forever.”

Starlight Glimmer grimaced but said nothing. The barrier stood strong, there was nothing he’d be able to do to escape. “How much can I risk with the barrier, though?” she asked herself. If she was going to have to prepare for Twilight Sparkle to come back with reinforcements, or, worse, take charge herself, she wasn’t going to be able to do it within the confines of this bedroom. She might be able to maintain the barrier while she was moving around the castle. Or it might be easier if she simply moved Spike into a portable quarantine chamber and brought him with her.

Her hoof bumped against something. She looked down and saw the quill and notepad she’d been using to document her impromptu research; she must have dropped them at some point. She gave a low grumble in her throat at the thought of what good she’d done on that front if she had fallen into a mana trance for however long it had been. Angel hopped out of her grasp and scampered away, Philomena following after him, while she bent over to pick up the notepad and look over what she had written.

Observational Notes: Anomalous Draconid

She winced inwardly at her past self’s stringent observance of professional routines, speaking about Spike in such a terse manner.

Subject has been detained and quarantined in living quarters at the behest of Princess Twilight Sparkle until deemed safe for release.

Subject does not appear akin to dragons occupying the continent of Equestria, notably in terms of the relative length of the neck, torso, and tail, and anatomical differences.

Subject possesses irregular mammalian anatomy, notably teats, external testes, and penises which do not appear to make use of a genital slit. Whether the teats possess proper mammary glands capable of lactation has not yet been determined.

Subject exhibits a single-minded desire for masturbatory pleasure. There has been no attempt made at escape, nor any displeasure voiced for detainment.

Subject recognizes own identity and those of others but appears incapable of recognizing that there is anything anomalous about his present state of being.

Circumstances that led to the subject being in his current state are unknown.

He won’t answer any questions, he just keeps sucking his dick. Dicks. Why does he need two dicks?

What’s taking Twilight so long? It can’t take more than an hour to fly to Fluttershy’s and get a translation and come back.

I just want to sleep.

The handwriting was becoming rougher, and it looked like she’d been nearly gouging the paper with the quill.

Spike keeps asking me if I want to feel him. It might be beneficial for research but I can’t risk exposure no matter how soft he looks.

What’s going to happen if we can’t do anything about this? What if Spike is like this forever?

He’s got nice pillows at least. Hay he might as well be a whole bed.

The text started spilling across the lines. The margins were filled with crude scribbles that looked like the sort scrawled on the walls of public bathrooms in Manehatten.

Jst wan to lie don with him

Or Trixi

Or Mud

or Sunburst

Sunburst buck yah

Dork lil redhed

Think he so smrat but hes ust got nce ass

gonna bcuk that ass

sunburst sunburst sunburts sunbutts butts butt

Starlight Glimmer dropped the notepad like it was on fire, but the whispering had already crashed over her, and the glow from her horn abruptly fizzled out.

Author's Note

Back into town we go, everything has to have calmed down by now, surely.

Chapter 5 was completed in May and this chapter was started in August, which was the point at which I decided to go all in on focusing as much of my effort as possible on this story. Consequently, things started getting more consistent at this point since there were no long delays between chapters. I might've gotten done a little sooner if my old computer hadn't decided to break down immediately after making that decision. :')

I don't know how good of a job I did of representing Ponyville. I don't think it really has defined streets in canon like a modern settlement typically would. Also probably not enough inhabitants to get these panicked mobs running from monsters like you'd get in zombie or kaiju movies. I was also already conscious of the dangers of people getting trampled and killed during panics like these but I think I might have not been conscious enough.

You might be surprised to learn that Rarity was actually the one I had the hardest time deciding what to do with. I felt like I needed to have some kind of twist with her considering that this was the last one. The best I could come up with was by having her end result not be shown immediately and having some brief lucidity. You'll have to wait a couple chapters for the full reveal.

It's got living mannequins, that's how you know it's a horror story. Also there was much consternation over whether to use "mannequin" or "ponnequin". I definitely don't regret my decision.

My mental image of Zecora looming over a building was inspired by a particular shot from Cloverfield.

And Starlight's journal is rather blatantly based on that one scientist note you can find in LISA: The Painful RPG.

I was surprised, after how the chapters had been trending up until this point, this chapter actually ended up being shorter than the one before it.

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