Anglerfish

by SpiderSilky

Rating: teen
Tags: Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Death, Sad, Horror, Fluttershy
Length: 6773

Fluttershy saw something she wasn’t supposed to see, and Twilight has an offer for her.

Twilight is acting strange. Her friends have barely seen her around. Fluttershy, caring too much about her old friend to go on any longer without her, goes to Twilight’s house to see what happened to her. But what she finds is too much to handle, and she can’t seem to accept this new information. Fluttershy saw something she wasn’t supposed to see, and Twilight has an offer for her.

Published 2024-01-25 09:20:00 UTC
Last updated 2024-01-25 09:20:00 UTC

Anglerfish

Author's Note

I couldn’t help but be inspired by the new surge of MLP horror content going around. Here’s my contribution! Been wanting to create some FlutterTwi content for a while, it’s one of my favorites of the Mane 6 ships. Probably because I love writing for both of them, neurodivergent brain and all. Lol

Anglerfish

Fluttershy knew very little about the behavior of ponies. Ever since she was a filly, she was much more fluent in the language of animals. She knew when a creature was upset, or when it was happy. She knew when to leave them alone, and when they needed comfort. It was never that easy with ponies.

Even so, when the yellow pegasus looked at Twilight Sparkle, something deep inside told her that the unicorn wasn’t well. Some instinctive feeling that remained from the long-gone days of cave ponies rang inside her, like a rattlesnake’s tail shaking its warnings loudly.

For the past week or so, the lavender unicorn had not been attending their friend group’s usual get-togethers. Even when she was out and about the town, Twilight didn’t seem to be accompanied by Spike, her assistant. All of the unicorn’s friends guessed that she was obsessing over some new interest of hers. It was not unusual for Twilight to shut herself inside the library and forget to go outside, when she was stuck inside her mind, occupied with a new subject of study.

There was still an unease present whenever anypony tried to talk about Twilight. Pinkie Pie was the most suspicious of her. One day she confided in Fluttershy as they walked past the library, and Twilight watched them from the window, smiling at them. The pegasus had smiled back, but once they were out of her line of sight, Pinkie claimed that the unicorn’s smile was not genuine. Though, the earth pony had said it with a bit more exaggeration.

Fluttershy knew to trust Pinkie’s senses; she had been in Ponyville long enough to believe at least half of what the earth pony said. While she would usually err on the side of caution when the pink pony gave advice, this time she had reason to agree.

The pegasus knew what Twilight looked like when she was happy. Really happy. Lately, her full-toothed smiles were not convincing. It reminded Fluttershy of the time the unicorn thought she was going to be tardy with her letter, and had a full breakdown. That time, her smiles were so wide and unnatural that her gums showed on each row. Her eyes were so wide and unblinking that it caused everypony to be uneasy around her.

It seemed a bit different this time, somehow. Twilight’s eyes were still open wide whenever the pegasus looked at her. Her pupils didn’t seem to expand when she looked at her friends. She rarely blinked. It didn’t look forced, though. Not like she was trying to stretch her eyes open and see everything around her, but as if it were natural. As if blinking was unnatural to her now.

It could have been the result of a spell gone wrong, or another breakdown. As Fluttershy stewed in these anxious thoughts, spiraling deeper inside her own worst-case scenarios, she was only brought out of it by the feeling of ice-cold water on her fur. She jumped back, her eyes landing on the culprit; the watering can in her mouth, which was supposed to be poured on her plants. She had lost so much focus that the spout was spilling water onto her foreleg. The water rolled off mostly, and she was thankful that pegasi were a bit more waterproof than earth ponies and unicorns, due to their interactions with the rain and clouds.

It wasn’t the first chore she had fumbled today. Earlier, she’d stumbled onto a snake’s den when she wasn’t watching her hooves, and even earlier than that, she had given some birdseed to Angel Bunny for his breakfast.

So, this was the last straw for her. It had been a long day of mistakes ever since she woke up. No matter how hard she tried to focus on her critters, none of them were in any immediate trouble, and she could only be left to wonder if Twilight was.

The pegasus put down the watering can and headed for her cottage’s front door. She would have to pay her friend an unexpected visit. Else she wouldn’t forgive herself.

Fluttershy didn’t need to be driven by bravery to make the journey to Twilight’s home, the treehouse that stood tall in the center of Ponyville. She just needed to make sure her good friend was alright, and couldn’t worry a moment longer. It felt like a bomb would go off inside her if she held it in any longer. She was driven purely by emotion as she trotted away from her secluded home and to the busy streets of the town. She didn’t have time to think it over, or come up with a plan.

Now that she was at the treehouse door, though, she fret about the idea intruding. What if Twilight was deep in her studies, or writing a letter to Princess Celestia? She knew how short Twilight’s temper was when a task got interrupted. She could get so focused on her duties sometimes that any interference from the outside world, even a friend, could seem like a hindrance.

That little habit was something that usually made Fluttershy smile. It was rather adorable after all, but right now, she wasn’t sure she could handle a short-tempered, manic Twilight on her own. So the pegasus knocked very lightly, half hoping it wouldn’t be heard.

“Twilight? Are you there? It’s alright if you don’t want to talk right now, I can come back later…”

She waited a moment, hiding her face behind her long rosy mane, but nothing happened. After what felt like a few minutes had passed, she realized nopony was coming to the door. She knocked again, a bit harder.

“Twilight? Spike?” She spoke a bit louder this time. At least, however much louder she could speak. Her voice was so gentle from years of being shy around other ponies and tending to easily-startled creatures.

This time, there was a response, but not the one she’d expected. She wasn’t met with the creaking of the door being opened by a pony or baby dragon, but instead the quiet hoots of an owl.

“Owlowiscious?” She recognized his voice instantly. It was hard not to. He was the only pet owl in Ponyville, and the pegasus had grown familiar with him thanks to her pet play dates with the girls. Not to mention all the times she made excuses to visit Twilight in her library, just to sit down and read a book across from the unicorn while Owlowiscious slept, letting out coos in his deep slumbers.

She heard him call once again, this time even fainter. His call was weak, strained, and broke off before it was finished. While it was a common misconception that Fluttershy could speak with animals as well as she could with ponies — it was more a matter of understanding their body language and vocalizations to the point where they didn’t need to speak plain Ponish for her to understand them — she could clearly tell that something was wrong with him, and that he needed help.

“Owlowiscious! Are you alright?” She was met with no response. Fearing the worst, she galloped to the nearest window, which was to the right of the door. When she tried to see inside, she could only see what the natural light from outside illuminated. There were no candles or lanterns lit inside. Leaving the recesses of the space further inside sitting in darkness. No matter how many ways she tried tilting her head, she couldn’t see the brown owl inside. He must not have been in any visible spot.

Though she had already made up her mind, Fluttershy couldn’t help but worry about what Twilight or Spike might do if they found her breaking in. If they came home and found her inside the library, it would certainly take some explaining.

Owlowiscious’s wellness was at the front of Fluttershy’s mind, and she tapped a hoof on the window, testing to see if she would need to break it. But it squeaked open with just a touch. It groaned as it did so, and Fluttershy winced at the sound, but she was grateful that it was unlocked. Though she couldn’t help wondering why. Twilight was so particular, even something small like locking her windows before going out would not slip her mind. Unless she really was so deep in her current obsession that she was forgetting these things.

She didn’t have time to worry about too many things at once, even though she was completely capable of doing so. Owlowiscious was a critter in need, and that was her top priority as the resident caretaker of Ponyville’s animals. She pushed her hoof against the window a bit more, and it created an opening large enough for her to squeeze through. She tucked in her wings and pulled herself over the sill, slipping into the treehouse with less grace than she hoped, her hooves nearly sliding forward on the floor and landing her on her stomach.

Once she got a firm stance on the wooden floor, she could see exactly where Owlowiscious was. He was at his usual perch, but instead of sitting atop the branch, he was laying against the base of the wall. His wings were splayed, and he barely turned his head to see who entered the library.

“Oh dear!” Fluttershy raced over to the nearly unconscious owl. She flipped him over carefully, noticing that none of his limbs seemed to be injured. He nipped at her hoof, and she fought not to squeak out loud. Owlowiscious was not the kind of creature to do that. He was kind to ponies, and knew each of the girls well enough to let them pet him with no trouble. For him to bite her so quickly, it was unnerving.

“You must be so hungry,” as she said this, some of his feathers started falling out onto her hooves. A clear sign of neglect. “How could Twi leave you like this?”

Fluttershy considered the possibility that the unicorn was simply out buying some food for her pet, but even so, how could she let him get this bad? The pegasus noticed how dusty his remaining feathers were, as if he hadn’t preened himself in days. This was beyond a simple missed feeding. The owl was in a state of complete neglect.

Whatever was wrong with Twilight, it was hurting the poor dear, and Fluttershy knew she had to step in. If Twilight wasn’t taking care of herself, then she wasn’t caring for her pet.

“Okay Owlowiscious, I’m going to take you back to my cottage and clean you up. I can also give you some food there. Is that alright?”

The owl protested, and the pegasus recoiled in reaction. He struggled out of her grasp, and Fluttershy worried that he was afraid of her. Was she being too pushy?

Owlowiscious dragged himself along the floor with his talons, not lifting his wings to fly over, and hooted as loudly as he could once he reached… something. Fluttershy recognized what it was once he tapped his beak against it.

It was Twilight’s journal.

“Oh no, I couldn’t possibly read that. It wouldn’t be very respectful.”

Owlowiscious didn’t seem to heed her words. He managed to pull at the cover, opening the book as the pages fell to the sides to reveal the bookmarked section. Fluttershy tried to go over and close it, but her mind was caught on what she saw. Or, to be more precise…

What she didn’t see.

The page was only half finished. Something else stood out as Fluttershy was frozen, scanning it for information. The date was more than a week ago. It was not like Twilight to be so lax with her daily accounts. If she wasn’t writing letters, she was usually recounting her day in this journal, or at least recording something new she found. The unicorn never stopped writing. She loved keeping things in order.

Fluttershy’s ears pricked up before she even realized she had heard something. Her instincts were heightened in the dark environment, even with her attention diverted. She held her breath, her heart catching.

Hoofsteps. Coming from outside.

It was muffled, she could barely hear them plodding on the soft grass, but they were certainly getting closer. The sound was louder. Her eyes flicked back to the journal, but her heart was pounding. She couldn’t focus.

Why was she so afraid? Surely it would be fine if Twilight or Spike opened the door, and saw her in here. She could explain why she went in through the window, and she could apologize for it. But something about Owlowiscious’s condition left her uneasy, thinking about what Twilight must have devolved into to leave her pet like this.

The pegasus had already taken matters into her own hoof, so doubling down was not too difficult. She tore the page off the journal with her teeth, and held it firm in her mouth. She listened, and the hooves were still approaching, from the opposite direction that Fluttershy had come from. She was sure of it now.

Taking Owlowiscious under her hoof, she trotted briskly to the window, her steps as quiet on the wood as she could make them. The owl didn’t seem to protest in her hold. She hesitated only for a second before opening her wings, flying out the window and taking to the air. She didn’t even look back, she made a beeline for her cottage.

She’d have to apologize to Twilight later.

It was easy to care for the owl. So easy that Fluttershy wondered how he got to this state. Luckily for her, owls were omnivores, so Owlowiscious took Fluttershy’s nutritious vegan cookies and gobbled them down, nearly nipping her hoof again in the process. She made sure he didn’t eat too many of them, just enough to substitute his usual diet.

Fluttershy knew that Owlowiscious preferred prey to nuts and berries, and that meant he usually took flight around the wilderness outside the treehouse to hunt for himself. It did not make sense that he would suddenly stop doing this, considering he showed no signs of illness. He should’ve been able to at least preen himself. Fluttershy knew how self-sufficient birds could be, so the fact that she had to hoof-feed Owlowiscious and give him a wash in the birdbath was concerning, to say the least. She considered bringing him to Dr. Fauna, but decided to give him some rest first. He was clean and fed, and ready to nestle in for a deep sleep.

So, she turned her attention to the other thing that had been occupying her mind that evening. When she had entered her cottage, she left the page of Twilight’s journal on her side table. Now, she walked back to it, finally able to focus on it since she could be secure knowing that Owlowiscious was safe and on his way back to health.

It was easy to decipher her friend’s neat hoofwriting, and she tried not to read it too fast, wanting to understand the unicorn’s mindset when she had written this.

Ever since Pinkie’s incident with the Mirror Pool, I’ve been curious about its unique magical properties.
I know we closed it off for the good of everypony, but I can’t simply dismiss such a powerful relic, just sitting out here in Ponyville! I even asked Pinkie about the poem her family had passed down, the one about the Mirror Pool. How long has this been here? How many ponies have actually used it? I might find some answers… if I could just study it for a day.
I don’t want anypony else to know about this. Not until I come back with something to show for it. It’s too dangerous for Spike to come with me. I sent him on a “special mission.” He’s going to be in the Crystal EMpire, checking in on things there. It’ll be at least a week until he gets back. I can manage without an assistant until then. At least he was happy to go there and be a hero again.
I’m packing my things and I’m going to the pool tonight. I’ll record my observations in a separate notepad and rewrite them in this journal when I return.

It ended there. Fluttershy remembered that day Pinkie found the Mirror Pool and made replicas of herself. It was not a fond memory. The day was overwhelming, not just for her, but for everypony else in Ponyville too. Not to mention the way the girls all felt afterwards, holding Pinkie so tight and reassuring her that she was real. Twilight was the one who found the spell to send the fake Pinkies back to the cave. She was the smartest mare that Fluttershy knew, and would probably be the most prepared. It made sense that she would get sucked into this little project. It also explained where Spike had been these past few days.

Then why did Twilight never follow up on this entry? Was she simply too busy with her research?

Did something happen? Nothing could have happened, Fluttershy saw Twilight out in Ponyville, and she had seemed fine. Busy, sure. But not harmed in any way. She felt terrible for taking the unicorn’s journal, especially considering this was a secret that Twilight clearly intended to keep for now.

On the other hoof, she couldn’t believe that Twilight would do something so dangerous without even considering telling her friends. Without telling Fluttershy.

A single knock sounded at her door.

It was loud, and Fluttershy squeaked in surprise. She had been so consumed by her own thoughts that being brought back to reality was sudden and shocking. She realized that she wasn’t even looking at the paper anymore, she was pacing in circles around her rug, her thoughts ever more frantic with each step.

Another knock sounded, and Fluttershy found herself wondering who it could be at this hour. Celestia’s sun had nearly set, and she usually only received visitors during the day. Often it was ponies that did not want to pay for an expensive vet visit. She did have the occasional nighttime visitors, usually if there was an emergency and Dr. Fauna was at home.

Then again, what kind of pony knocked like that? It was a small thing to notice, but she couldn’t shake the uneasy feeling in her bones, the small goosebumps forming under her fur. A voice could be heard, though it was a bit muffled behind the wood.

“Fluttershy?”

That voice was unmistakable. To be safe, the pegasus walked up to her door. It was locked, thankfully. It was one of Fluttershy’s nervous habits to lock it whenever she entered or exited her home. Which had occasionally led to her locking herself out and forgetting the key.

Instead of opening the door, she turned to the window, and walked over to it. The curtains had been preemptively shut for the night, and she brought a wing up to them, pulling one back slightly. She had to crane her head to see what was in front of her door.

It was Twilight.

The lavender unicorn was standing stock-still outside, her face incredibly close to the door. Her eyes were unblinking, and her mouth twisted into a wide smile. There was something about the dullness of Twilight’s coat, or perhaps it was the way her fur seemed to sag, but she looked even more unkempt. Fluttershy had an overwhelming feeling that her friend was worse than ever.

The unicorn’s hoof raised to knock once again, but then her head turned. It was slow, like a jar’s lid struggling to open. Much slower than Twilight’s usual erratic movements. Her eyes reached the window before her face turned all the way. The wide pupils enveloped her purple irises, and reflected the light from inside the house.

They reflected Fluttershy.

Her smile grew so wide, her lips curled above her gums.

Fluttershy froze as the unicorn stared back. She heard a sharp hiss behind her. When she looked back — shutting the curtain as she folded her wings back in — Angel Bunny was on all fours, snout pointed at the door, ears flattened.

Angel was Fluttershy’s oldest companion, aside from her fillyhood friend Rainbow Dash. She had become so aware of his behaviors and sounds that even her special ability to understand animals only made him feel like as much of a friend to her as the girls did. Whenever Angel felt threatened, he would try to intimidate his opponent by taking on martial arts poses. For him to revert to his base instincts, it meant he was actually scared, in a way that made him feel like prey. Fluttershy knew that he was upset. He felt like he was in danger.

He had never acted this way around her friends before.

“Angel, please be more polite. I know Twilight has been acting strange lately, but she’s our friend,” the pegasus said out loud, half to herself.

“I can hear you in there. Please let me in?” The unicorn said, which took Fluttershy off guard. She considered her options, but was too curious and concerned for her friend to turn her away.

She still wanted to take some precautions.

“Angel…” she whispered to the small rabbit, “get Owlowiscious and the others. Get as far away from here as you can.”

The rabbit gave her a confused look, pointing at the door frantically with his little paw.

“Please, just do it,” Fluttershy said, with a bit of a stare. This provided the rabbit with enough motivation to start hopping to the backdoor, chittering to the creatures in the house as he went. Some of them, the rodents bundled in her blankets and bugs tucked in the corners of her home, looked at the pegasus with uncertainty. She simply looked back at them, her eyes stern and her wing pointing to the back door. They all understood her seriosity, and obeyed without looking back.

She gave them a moment to get out, and then turned to the door. She put her hoof on the knob, and turned it. Knowing what she’d find on the other side did not make it any more reassuring.

The unicorn on the other side did not wait for the pegasus to finish opening the door. She put her foreleg in the circular frame and once it was wide enough, squeezed through. The sudden movement caused Fluttershy to back away as Twilight entered her home, one limb at a time.

“Flutter… shy…” She strained as she squeezed through the doorway, though her dark eyes never strayed from the pegasus. “I’m so glad you opened the door, friend.”

Now being able to see the unicorn in the light, Fluttershy’s eyes widened. Twilight’s fur was indeed duller than usual, and her fur didn’t seem to be groomed at all. It hung in matted clumps about her.

“Twilight, are you okay?” Fluttershy asked, voice shaking with concern and fear.

“No, I need help,” the unicorn responded, almost cutting off the pegasus with how quick she was. Despite her words, she was still smiling. Twilight’s teeth were too white. Too straight. The way she smiled was wrong. Fluttershy knew when her friend was happy. Her grin would be a little crooked, and her eyes would glisten. Like she was looking beyond you, completely within her own world. This Twilight had a perfectly symmetrical smile, and her eyes focused only on Fluttershy, nothing else.

“What do you—”

“You took my owl,” Twilight interrupted. Her tone was aggressive.

“Owlowiscious…? He’s not here,” it wasn’t technically a lie, though Fluttershy still felt a twinge of guilt when she said it.

As Twilight approached, Fluttershy backed away, keeping space between them. She noticed her friend’s limbs looked more like an alicorn’s. Not because they were longer, but because they seemed much thinner. There was barely any meat left on them, her bones poked at the surface of her skin. Upon closer inspection, even Twilight’s face seemed less full and her ribs were nearly visible beneath her fur.

“Do you need something to eat?” Fluttershy tried to change the subject. The pegasus started turning toward her kitchen, walking while not letting the unicorn out of her sight. She didn’t look at her friend’s eyes, though. It was strange because she never had trouble making eye contact with her friends. No matter how demure she was, when she was comfortable around other ponies she would look them in the eyes. She could only keep her gaze in Twilight’s general direction.

“Yes, but not yet,” Twilight said, as if it made sense. “You took Owlowiscious,” she said her pet’s name as if it was unfamiliar.

“He wasn’t healthy, Twi. He needed food and a bath. I’m sure you were just busy with your duties and didn’t notice. But I’m keeping him until he’s better,” Fluttershy was surprised at how assertive she sounded. Caring for animals was her calling, so she was keenly passionate when it came to pets being mistreated.

Even Twilight seemed surprised. She paused before saying, “You’re taking care of him, Aren’t you worried about me, your friend?”

“I… have missed you.” Flutters mumbled the words. She lowered her head, turning her body more toward the doorway than to her friend.

“Fluttershy, what’s wrong? Don’t you trust me?” At the unicorn’s words, something clicked within Fluttershy. Something that had been brewing for a long time, ever since Twilight had locked herself away from her friends. Ever since Pinkie Pie voiced concerns. Something Fluttershy knew was true, but still struggled to say without her throat catching.

“You’re not her.”

Twilight’s smile faded until her mouth was only a thin line. It was somehow even worse to see her like that. Her eyes widened even more, and Fluttershy realized her friend hadn’t blinked until now. Her chest wasn’t even moving with breaths. If the pegasus focused enough on her hearing, she couldn’t even notice a heartbeat. Twilight turned her head slowly, her eyes landing on the side table.

Her smile returned.

“You know…” She made a noise that must have been a chuckle, or a sigh of relief. “I kept the owl locked away because I thought he might tell you. When Twilight came to the Mirror Pool, we both thought we were the real one. I was scared. She ended up trapped inside the water. So I came back to Ponyville, and tried to forget about it. Then I started losing my form.”

The fake Twilight’s eyes returned to the pegasus, as she slowly dropped herself to sit on the floor. Fluttershy stopped backing away, not able to turn away from what she was hearing.

“I was drawn to everypony. Food didn’t sate me. I wanted more. Ponies are full of magic. As far as I can tell, I’m made of magic. So I need it.”

Fluttershy considered running away. She realized she was going to be eaten. Her heart raced faster than ever before, and she looked around for the nearest exit. Feeling close to collapse, she could only stand there as the fake continued talking.

“She loved you.”

Fluttershy could have been shot with a bolt of lightning, she felt such a chill run through her. The one secret she kept from Twilight, the real Twilight, and this impersonator confirmed the one thing she’d hoped for, more than anything. The thing she feared. Her mouth fell open and she struggled to breathe, tears forming in her glassy green eyes.

“What?” She stuttered.

“I have all of her memories, and feelings. I am Twilight Sparkle. She loved you, and maybe… I love you too. I could never hurt you, Fluttershy.”

The tears started falling down Fluttershy’s cheeks, but she tried to blink them away as she looked at the ragged unicorn. She found herself moving toward her friend, seeing herself reflected in those big, dark eyes. She collapsed into Twilight’s hold, and buried her muzzle in the unicorn’s fur. She even smelled like Twilight. Like old books and parchment. She breathed it in, and tried to forget that she had just heard. Though she couldn’t keep herself from crying, her tears flowing freely onto that soft fur, choking sobs pressed against the unicorn’s chest. That Twilight Sparkle was gone and somepony — some thing — had replaced her. If this was the closest thing she could have to a relationship with Twilight, then she didn’t want to suffer any more heartache. Not after she had spent so much time resigning herself to believing it would never happen. She didn’t want anything that hurt worse than that.

“I need help, Fluttershy. I can’t go on like this…”

“I’ll help, Twi,” the pegasus said through her sobs. “I love you so much…”

Rarity trotted through Ponyville, feeling particularly inspired. She wished Spike had been around to help her with gem hunting today, but she still managed to get quite a decent haul for a single trip, and her new collection of emeralds had made her creative mind go abuzz with ideas for viridescent dresses,

Those plans would have to wait, though. Fluttershy had invited her over for tea, and Rarity couldn’t resist the pegasus’s collection of herbal beverages. With her garden, it was always so fresh and relaxing after a long day of busy work.

As the white unicorn approached the cottage, she started feeling a bit odd. Then she noticed what exactly it was; the birds were not singing. In fact, there didn’t seem to be any birds at all. She didn’t hear the chatter of chipmunks and squirrels around her. She could have sworn that the last time she visited the pegasus, her friend had been as busy as ever, with a collection of wild animals and other ponies’ pets under her roof. Even the trees outside her home had been crowded and full of life.

She tried to ignore it, and focus on the promise of a hot cup of herbal tea. Perhaps Fluttershy had simply been less busy today. She knocked on the door, and waited for it to open.

“Oh! One second, I’m coming!” Called the meek voice from inside. It made Rarity smile.

As Fluttershy opened the door, Rarity felt her smile start to fade. The pegasus’s coat was dull, and her mane unkempt like it hadn’t been brushed in days. Her eyes hung with dark circles. Even her movements were less energetic than usual.

“Fluttershy, darling. Are you alright?” I can come back if you need time to freshen up…”

“No!” Fluttershy held her hoof up in protest, saying the word louder than usual. Rarity realized how matted and thin her pale yellow fur looked. “It’s fine, I could use some company right now. Please come in.”

Rarity nodded politely and entered at her friend's behest. She couldn’t smell any tea cooking in the kitchen, which was what she had been expecting. She wondered if she had come too early. Then she noticed something…

“Darling, where’s Angel?”

“Angel?” Fluttershy spoke as if her mind was far away, not invested in the current conversation. Then she snapped back into focus. “Oh, I had to let him leave. I was too busy with some of the other creatures to take care of him anymore.”

“Oh, I’m so sorry Fluttershy,” Rarity said, putting her hoof on the pegasus’s shoulder.

“It’s alright, really. It wasn’t right to keep him here, and he’s much happier now.”

Rarity narrowed her eyes in confusion. Her friend was speaking as if the bunny was dead.

“Anyway, I’ll get the tea started,” the pegasus plodded into the kitchen, closing the door behind her.

Rarity furrowed her brows in thought. First Twilight had been acting strange, and now Fluttershy. She had noticed how close the two of them were… perhaps it had affected the pegasus more than she’d thought. She wondered if she would have to write a letter asking the Princess what to do. She was still figuring out the ideals of friendship, and two friends struggling seemed an even harder task to figure out than just one.

She started towards the loveseat, intending to lay down on it after the trip, but then she looked at the window. On the sill, there was a potted flower, but it was barely recognizable as such anymore. It was wilted and brittle. Rarity was not as much of a green hoof as Applejack, but she noticed how dry both the soil and the plant itself looked. When she brought up her hoof to touch it, several petals crumbled and fell onto the floor.

“Oh, I’d forgotten about that plant.”

Rarity gasped slightly as she turned to see Fluttershy. She sighed, and relaxed her muscles as she addressed her friend.

“It’s no problem darling. You said you were busy… sometimes these things happen.”

“Yes, they do. Some things are so prone to death, what’s the point in trying to help it live? Once it decays and fills the soil, something new will grow; stronger because of its sacrifice.”

Rarity started wondering again if something worse had happened to Angel Bunny than what Fluttershy had suggested. All this talk of death was unsettling. Fluttershy was a bit more experienced when it came to the circle of life compared to her friends, considering she dealt with it every day, but the unicorn could tell that something was truly wrong for her friend to be speaking in such a dark manner.

“Uh, yes. The tea?” She changed the subject.

“I’m all out. I keep some extra leaves in the basement, we can look there.”

“We?”

“Yes. It would be easier if you could use your magic to light the room.”

“Right…” Rarity nodded again, agreeing to help. Though she questioned in her mind why Fluttershy couldn’t just use a light of some kind. She must have had some sort of lantern or lamp down there, though Rarity realized she’d never gone down to the basement of the cottage before. She had no idea what the pegasus kept down there.

She followed Fluttershy outside to an old wooden hatch. She used her magic to help open one of the doors, while Fluttershy pulled on the other with her mouth. The pegasus went down first, and Rarity followed, illuminating her horn with bright blue magic. However, since Fluttershy had gone first, it was hard for the unicorn to see where her friend was going and what they were trying to see. The stairs ended soon, and Rarity felt a cold stone floor beneath her hooves. She tried to strengthen her spell, but it started faltering, and she found herself unable to keep her focus on it.

Then, a string was pulled. A lightbulb turned on, brightening the space. It was a bigger room than Rarity had expected, and she noticed just how bare the shelves were.

“I’ll look over here. Why don’t you check the back, where it’s a bit harder for me to see?” Fluttershy suggested. Rarity raised an eyebrow. This place looked like it hadn’t been used in weeks. Even if they found some tea leaves down here, would they be fresh?

“Of course,” she responded with a polite grin, walking down the stone hallway and looking down the path. It was certainly darker than the entrance, and there weren’t any lights that she could see.

Then she heard something coming from the walls.

There was a heaving of air, like a wheezing pipe. She could hear Fluttershy’s hooves clattering on the ground as she paced, but this was much closer. Louder. It reminded her of how Opal sounded whenever she was sleeping. Despite the cat usually being quiet, she tended to breathe heavily while dreaming.

Breathing. That’s what it sounded like. Something’s big, heaving breaths that filled the space. Rarity suddenly felt cold.

“Fluttershy…” She asked, but her friend didn’t respond, instead the pegasus was humming to herself.

Rarity focused on her magic again, her horn eventually igniting once again with blue light.

Leaning against the back wall was a pony.

Rarity hesitated upon identifying it as a pony. It had four hooves, a snout, a mane, a tail, even a unicorn’s horn. But it seemed more like a creature from the Everfree than any pony she had seen.

The creature, even while slumped on the stone, was taller than any alicorn. Like its shoulders would hit the ceiling if it stood upright. It didn’t seem to have eyes at first, until Rarity looked closer and realized the creature’s eyes were as large as dress hoops, and deep violet. Nearly black as tar. They were reflecting the blue magic.

Its snout looked like it would fall off the pony’s face at any point. It took Rarity a second to realize that the creature had any fur at all — it looked like it simply had dull pinkish skin pulled tight — but it did have lavender-colored fur, with bones poking through in some places. Poking right out of the skin, as if there was no muscle or blood underneath.

The pony’s mane was stringy and clumped, like the head of a broom. A strong smell wafted from it that reminded Rarity of old parchment. Its horn was the only thing that seemed solid, but still curved and crooked unnaturally. Its teeth were white and perfect, but hung from her gums loosely, with some falling to the floor.

Most notably of all, the pony had a pink star for a cutie mark.

Rarity choked back a gasp. “Twilight…?” She whispered.

The pony lurched toward her, its elongated neck reaching out like an arm.

Rarity shrieked, but was cut off by a SLAM. The room got darker, and she glanced back to see Fluttershy shutting both cellar doors.

“Fluttershy, what in the name of Celestia is going on?” She shouted, galloping back toward her friend. Once she reached the stairs she stamped her hooves, demanding answers.

“I’m sorry, Rarity. I really am,” Fluttershy said, with a hint of guilt in her voice.

“What?” Rarity gasped, as her horn started to flicker out once again. She felt it drain from her body, like her very life energy was being taken from her forcefully. She collapsed to her knees before she could try to get up the stairs. She twisted her around, to see the creature approaching her. In the remaining light, she could see its figure slinking forward in the darkness. Slow and deliberate. Clicking and cracking noises came from its body as it used its limbs to pull itself forward, not caring how they bent and cracked open on the stones.

“Twilight, my beloved, needs to survive. And for animals to survive, they need to feed.”

Rarity could only scream incoherently as she felt the hooves of the pegasus behind her, which pressed against her shoulders to hold her down. Rarity realized just how strong Fluttershy was, how dealing with so many critters bigger than herself had made her nearly as powerful as a workpony, perhaps even more so.

No matter how much the white unicorn struggled, or tried to use her fading magic, Fluttershy held her with ease. All the unicorn could do was watch the creature called Twilight approach her.

“She needs magic, and you’re the only other unicorn I’m friends with. I knew you’d come if I invited you. I knew you’d help,” Fluttershy said, and Rarity could hear the cheerful smile in the pegasus’s voice.

Rarity heard even louder clicking sounds, like air being pushed between joints. She stared, unable to look away. Twilight’s slumping snout opened. As the perfect teeth fell away, her jaw slowly unhinged, reshaping itself to be wider. Rarity felt herself crying, unable to hold back the sobs that sounded from her throat, drying her mouth and rasping her voice.

“Here you go, my dearest. Now you can go back to yourself for a while! We can be together,” Fluttershy’s voice was all too happy, like she was watching a baby bird fly for the first time.

Rarity closed her eyes. A faded voice — one that reminded her of a lavender unicorn — rang so loud, it seemed to be inside her skull.

“Thank you, dear Fluttershy. My love.”