Meanwhile, a few moments ago, back with Discord...

"Damn, this tunnel's longer than my intestinal track!", Discord said, as he walked through the path he took. "If this turns out to be a dead end, i swear on my mother i'll-"

Suddenly, he heard some screeching coming from deeper within the tunnel. This caused him to stop, then slowly continue on his way. As he continued through the tunnel, he saw a faint light around a bend.

"Hmmm...? And what might this be this time?", he thought to himself, as he turned off his flashlight, and slowly walked towards the bend.

Peeking from the side, he saw a chamber, illuminated by glowing indigo gemstones affixed to the walls. It was decorated with what appeared to be silk, which covered the chamber from top to bottom, and there were some of the same insect demons surrounding something at the back of the room.

"Oh. Great... More bugs...", Discord thought to himself. "But i know a simply great way to deal with them!"

He slowly entered the chamber, stuck his thumb in his mouth, and blew it like a balloon. Just like that, his hand became enormous. He slowly approached the insect demons, careful to make no noise.

One of the demons, one of the roach like ones, noticed something seemed off. It turned it's head 180 degrees to look behind itself, and only had time to screech, before...

*SPLAT!*

It and the other insect demons were crushed under Discord's enlarged hand. He lifted it, revealing that the wasp demons desintegrated after being killed, but the three roach demons hadn't.

"Oh, it seems we have some tough ones here!", Discord said with a smirk, his hand shrinking back to normal.

The roach demons got up, and screeched violently. They all reared up on their hind legs, and shot out a strange green fluid from their stingers. Discord teleported just in time, as the fluids hit the ground, and made a hissing sound, as the puddles made holes on the ground.

"Acid?", Discord thought as he saw the fluid in action. One of the roach demons then shot more of the fluid at him, but he dodged it by stretching himself out of the way, and counter attacked by shooting it with the rod right at it's abdomen, destroying it, and killing it.

The other roach demons lunged at him, but he teleported away, hitting eachother instead. One of the demon's abdomen was exposed, so Discord stomped on it with both of his feet, crushing it and killing the demon. The other demon, now alone, recovered, and tried to shoot acid at him. Discord teleported behind it, grabbed it, and then suplexed the demon, crushing it's head on the floor, which killed it.

"I learned this one from an old friend!", Discord said, grabbing his hat, and putting it back on. "Now... What were these freaks doing?"

Discord looked at the area the demons were looking at. He saw what appeared to be sacks, made of the same odd silk which covered the room.

"Oooh! Four odd silky sacks? My oh my! How mysterious!", he said, walking towards the sacks.

"I do wonder what's in them though... Well, only one way to find out!"

Discord poked a hole in the first sack with one of his claws, before dragging it across the sack, opening it.

"Now, what's inside sack number one? Why, it's-", he said, before recoiling in pure shock.

Inside, was a light beige Earth Pony mare, with cyan hair. She wore a orange tie, and seemed unconscious. But that's not what shocked Discord. What shocked him were the several strange, larvae looking creatures emerging from her stomach area.

Discord felt his legs turn to jelly in horror, he looked away, unable to handle the sight, then threw up in a mixture of disgust and fear.

"Oh... Oh good heavens above...", he said, horrified. "Goodness, that's awful..."

After regaining his composure, he grabbed the Lunar rod again, and approached the open silk sack. He closed his eyes, and fired multiple shots into the sack. He could hear the larvae screech and splatter as he shot them. When he opened his eyes, not a single larvae remained, leaving the poor mare's stomach completely open, the flesh on her abdomen had been eaten away, leaving a massive, uneven hole which exposed her intestines. Yet somehow, the mare was still alive.

"Ech... This makes me sick...", Discord said. "Still, i have to help this poor pony. They can't just stroll around with a massive hole in their stomach!"

He carefully removed the poor pony out of the sack, then snapped his fingers, which summoned bandages which wrapped around her body, covering the hole.

"Ah! Now that's better.", Discord said. But then he realized something. "Wait... Wait, wait, wait... Does that perchance mean...?"

He went to another sack, and opened it up with his claw again. Same situation, different pony. This time, it was a tall blue Unicorn mare, with a vibrant orange mane and tail. She was seemingly wearing a black dress, though the abdominal area had been ripped open by the larvae bursting from her stomach.

"OH, FOR GOODNESS SAKE!", Discord yelled out, looking away in disgust. He pointed the rod at the sack, and once more, fired several shots. When he looked, the larvae were gone, once again leaving a massive hole which exposed the intestines.

"Hope one of us finds a surgeon... Cause this is just downright abhorrent...", he said, bandaging the hole.

Discord then went to the next sack, and this one had another pony with larvae, but this one was a light blue Pegasus mare wearing a trench coat and hat, unmistakingly, she was a Demon Hunter. He killed the larvae, and bandaged her wound.

"Alright, one sack left...", he said, before opening the last sack. He closed his eyes as he ripped it open, and fired multiple shots, destroying the larvae. When he opened his eyes, he saw who the larvae were emerging from, and he was shocked.

It was Rarity's little sister, Sweetie Belle. Once again, she had a massive hole in her stomach, yet she was still alive, but unconscious.

"Oh you poor, poor child... What did these foul demons do to you?", Discord thought. "Does Rarity... No, no, she couldn't know, she's possessed! She doesn't know, right? I hope she doesn't..."

He once again carefully removed her from inside the sack, and bandaged her. He then slid open the portal to his house, and carefully brought them in there.

"Alright folks, i got four new friends for you!", Discord said, carefully laying down the ponies on the floor.

"Is that... Sweetie Belle?!", Cherilee asked. "W-what happened to her?!"

"Well, you see-"

Suddenly, before Discord could finish, he heard a scream coming from the cave. It sounded like Fluttershy.

"Uh oh... Uh... No time to explain! Take care of them while i'm gone!", he said, leaving, and sliding the doors to his house shut.

"Shit, this is just downright terrible!", Discord thought. "I hope to the heavens i make it in time!"

Back with Fluttershy...

Fluttershy stood in horror at the sight of Joroth. The archdemon in her friend's body dropped from the walls, landing on it's long, black legs, and blocking the entrance.

"Foolish pony... You cannot possibly hope to defeat me... Joroth... The queen of Spiders...", Joroth said, mocking her.

"Y-you leave m-my friend's body...! Please...?", Fluttershy said, walking back.

"Oh... But it's so much fun to be in your friend's body...", Joroth said, playing with the claws emerging from Rarity's front hooves. "It feels good to feel her horror and pain as i use her to harm others..."

"Feel... Her horror...?", Fluttershy thought, still backing away.

"But enough talk... I will defeat you... Then bring you to Master Grogar... So he can dispose of you... And when he does... I will love... Every... Second... Of it..."

Suddenly, four strange, spider-demons emerged from the ground. The demons looked like they were wearing the burnt skulls of ponies, and had four legs emerging from where the spine would be attached.

"Goodbye... Fluttershy...", Joroth said, before chuckling.

"NOT SO FAST, YOU FOUL FIEND!", a familiar voice chimed in. A certain someone leaped over Joroth, and landed next to Fluttershy. It was Discord.

"Hope i'm not too late to this party...", he said. "You're a sick, nasty, rotten beast for what you did to Rarity's poor sister!"

"Oh... If it isn't the Failure... Yes... I did do that to that stupid filly...", Joroth said. "I loved how your friend pleaded to leave her alone once i caught her... I felt all her anguish as she saw the Succubi lay their eggs on her sister... And i loved every second of it..."

"Felt her... No... You don't mean-"

"Oh i mean it... Rarity is still conscious while i'm in her body... She can't speak or move... But she can see... And hear everything i do in her body... And i can feel what she feels... And right now... She's afraid of what i'll do to you two... Haha... How delightful...", Joroth said, interrupting him.

Both Fluttershy and Discord were horrified at this revelation, for that meant Joroth had forced Rarity to watch her sister suffer, without being able to do anything about it. This made them angry. Really angry.

"You... YOU MONSTER!", Fluttershy said, grabbing her Solar Rod, and using it to shoot Joroth. Joroth recoiled, but smirked.

"Oh... You want to fight...? Very well then... EN GARDE...!"

The four spider demons jumped towards them. Fluttershy shot at two of them, dodging a web projectile, while Discord killed the other two.

"Wait... W-where did she go-"

"*Gasp!*, LOOK OUT!", Discord said, as he pushed Fluutershy out from where she was standing, and teleported, before Joroth came crashing down from the ceiling, impaling the floor below with the spider legs.

"She's stuck and vulnerable!", Discord pointed out. "Let's kick her arachnoid ass!"

Fluttershy got up, and shot Joroth. Discord grabbed his Lunar Rod, and did the same, shooting the Archdemon. Joroth removed her spider legs from the ground, and snarled in frustration.

"You... Pests...!", she said. Joroth opened her mouth, and her lower jaw split open, the two halves connected by a fleshy membrane. Then she shot out a stream of web directly at Fluttershy, who flew out of the way just in time, but Joroth continued to spit the stream of web at her, forcing her to dodge at every opportunity. Seeing this opportunity, Discord grabbed Joroth by the tail, holding it firmly.

"Hey! You arachnoid freak! Do you like getting a concussion?", he said, catching Joroth's attention, but before she could react, Discord, with all his strength, lifted Joroth up, and slammed her repeatedly on the ground, before spinning her around, and throwing her at the wall. "So long, big spider!", he said, as Joroth hit the wall.

"You... YOU BASTARD...! YOU WILL DIE FOR THAT...!", Joroth screamed out in a rage. She turned around, and spat out a web projectile at Discord's feet, trapping him there.

"Really? Is that all you got?", Discord asked, looking at his legs, which were covered in web. But then he looked to see Joroth charging towards him, in an attempt to impale him on Rarity's horn. But before Joroth could reach him, a rod of pure light pierced Joroth's left side, and the pain caused her to trip and fall mere centimeters before Discord. He looked to see Fluttershy, wielding her crossbow, flying from a distance.

"I was just going to teleport away, but that does work too!"

Fluttershy then landed, and pulled out her Solar Rod. She walked towards Joroth, looking extremely angry at her.

"Give... Rarity... BACK!", she said, before pointing the rod at Joroth, and firing at her multiple times.

"ARGH...! YOU... YOU FOOL- ARGH...!", Joroth said, trying to get up, but Fluttershy wouldn't stop shooting at her, and that left her no chance.

"Oh, man! I think it's time for a good ol' beatdown!", Discord said. Joroth looked at him, only to receive a punch to the face, followed by several other punches, followed by slaps, kicks, flicks, and getting hit by objects, such as a fly swatter, and a baseball bat. All of these attacks also played wacky sound effects.

"Grargh... No...! I can't lose...! NOOOOOO...!", Joroth said, before she was expelled from Rarity's body, revealing her true form. Joroth's true form looked like a huge, upright spider wearing a cloak. She had no visible arms, but did have eight legs. She had six, beady red eyes, three on each side, massive fangs, and three short, double-pointed horns. Additionally Joroth's cloak had a medallion in the middle similar to an upside-down star, or pentagram.

"Well, well, well! Looks like the spider got out of her web!", Discord said, cracking his knuckles.

"You... Monster! I've met plenty of spiders, all of them misunderstood, but you... You're evil! Pure evil!"

"*Cough*... You... Bastards... You will pay... For this...!"

"Yeah, i think not.", Discord said grabbing his Lunar Rod. Suddenly both the Solar, and Lunar Rods started glowing.

"H-huh?", Fluttershy said, as she pointed it at Joroth. Discord, confused, raised the Lunar rod at the Archdemon, and suddenly, two beams of light emerged from each rod, one a yellow beam, and the other a blue beam. The beams hit Joroth, and she screamed in agonizing pain.

"AAAAARGH...! IT... IT HURTS...! GAH...! CURSE YOU FLUTTERSHY...! CURSE YOU FAILURE...! GAAAAAAAH...!"

As Joroth screamed in agony, her form desintegrated, until there was nothing left but a small, glowing orb of light, with what appeared to be a Cutie Mark similar to a piece of cloth with a needle and thread. Suddenly, the entire cavern started glowing, before it flashed white, forcing the duo to close their eyes.

Once they opened their eyes, the cavern was gone, and they were inside of Ratity's shop, which was a mess. The orb of light was gone, and Rarity herself was on the ground. She had shrunken back to her original size, but she still had spider legs, and claws on her front hooves.

"*Gasp!*, Rarity!", Fluttershy said. She went to her friend's aid, pressing her hoof against Rarity's neck. Her heartbeats were fine, and her breathing was steady.

"So, uh... What now?", Discord asked, looking around.

"Open the portal to your house...", Fluttershy said. "We need to get her somewhere safe..."

Discord slid open the portal to his house, and he and Fluttershy carefully brought Rarity in. Discord then slid the portal shut with his tail.

Later...

Fluttershy and Discord stood near Rarity in one of the guest room's beds. It was the same room where Sweetie Belle was. Rarity was still unconscious, and Fluttershy was checking her heartbeats. Meanwhile, Discord was kind of just hanging around, looking at his friends, somewhat worried about Rarity, and Sweetie Belle had now woken up, and was trying to read a book, but she was so worried about her sister she couldn't pay attention.

"Will my sister be ok?", she asked.

"Well, little Sweetie Belle, i'm not a doctor, but i'd say if you can be awake, and have a massive hole in your stomach, then your sister will probably be fine after being turned into a hybrid of a spider and a pony.", Discord answered.

"I know... But i'm still worried about her...", Sweetie said. "I'm worried about my friends too... I don't know where they are... I hope they're ok..."

Discord looked around, before going over to Sweetie Belle, and crouching next to her.

"Listen... I promise you we will find your friends.", he said, attempting his best to comfort the filly. "I know it might be a bit scary, since i know you three are very close, but i promise, we will bring them to you, and reunite you three."

"Thanks...", Sweetie said, a bit calmer. Fluttershy watched all of it, and was impressed. It seemed Discord was getting a bit better at being kind.

"Mmmmgh..."

"*Gasp!*... Rarity?", Fluttershy asked, looking back at Rarity. The spider legs on Rarity's back twitched, and her so did her hooves, as she regained her consciousness.

"Ugh... What happened...? Fluttershy...? Where... Oh... Oh! OH BY CELESTIA! What happened to my hooves?! What are these... Things on my back?! Where even am i?!", Rarity said, as she regained consciousness.

"Ummm, for your information, you're in my house.", Discord said. "And the reason you're like this, dear Rarity, is because we just saved you from an evil Archdemon, and you better thank us for that!"

"Wait... That... Wasn't a nightmare?!", Rarity said, as her memories of when she was possessed came back to her. "Wait... *Gasp!*, SWEETIE BELLE!", she sceamed out, getting off the bed, and running towards her sister.

"Rarity!", Sweetie Belle said, as her sister hugged her.

"I'm so sorry Sweetie... That dreadful monster... It took control of me! I didn't want to put you in harm's way! I'm sorry! I'm sorry!", Rarity cried out, hugging her sister. The tears ruined her mascara, but she didn't care, she just wanted her sister to forgive her.

"You... You mean it?", Sweetie asked.

"YES! *Sniff*, YES I DO MEAN IT! Please... Please forgive me!", Rarity blurted out in anguish.

"Calm down, Sis...", Sweetie Belle said. "I forgive you. It... It really wasn't your fault..."

"*Sniff*, r-really...?", Rarity muttered.

"Yeah, Sis. I do forgive you...", Sweetie Belle said. "It was that ugly Spider's fault, not yours...!"

"Oh, *sniff*, thank you, Sweetie!", Rarity said, hugging her sister harder. Sweetie Belle hugged her sister back.

"Oh, how cute!", Discord thought, as the sisters hugged eachother.

Then, there was a knock at the door.

"Hello? Is Discord in here?", said Criss Cross, the first Demon Hunter they had saved.

"Coming!", Discord said. He opened the door, and exited the room to see Criss standing there, his mangled hooves now bandaged.

"So, what'cha want to speak to me?"

"I wanted to thank you for saving my daughter... She's the Demon Hunter you saved.", Criss said.

"Wait, what? Really? Well, you're welcome... I guess.", Discord said, a bit surprised.

"That's why, as a reward for helping her, i am willing to teach you how to use a new weapon. The Lunar Whip.", Criss said. "Meet me at my room if you want to learn."

"Well, i don't really think i NEED to... But since you're giving it for free, i might as well...", he said, shrugging his shoulders.

"Also... Didn't you say nopony was allowed to go into your room?", Criss asked.

"Well yes, i did! It's in the house rules!", Discord affirmed. "... Wait... Why are you asking me that?"

"Because the two ponies that were supposed to be guarding your house entered it a while ago..."

"They... WHAT?!", Discord yelled. "Don't they know the concept of privacy?", he angrily said, while walking towards the area where his room was.

"Uh oh. I shouldn't have said that...", Criss thought. He followed Discord, though at a slower pace, due to his injured hooves.

"They better have a good explanation for this!", Discord mumbled to himself, before opening the door to his room.

"LYRA AND BON BO-... O-oh..."

"Mr. Discord?" Criss Cross said, turning the hallway to see Discord standing in the doorway to his room. He then closed the door, and turned to look at Criss, his face was redder than an apple, and he looked very, very embarassed.

"Uh... May i ask, why-"

"You don't want to know. Trust me, it's not worth it.", Discord interrupted him.

Meanwhile, at Grogar's Castle...

As he sat upon his throne, Grogar sensed something he didn't expect.

"What...?! No...! NO! IMPOSSIBLE!", he growled. "They have defeated Joroth?! She should have killed them!"

Grogar's fury started building, he couldn't believe one of his strongest and most faithful minions had been defeated, it seemed impossible, inconceiveble, even.

"Those two... They managed to defeat one of my strongest minions... They CANNOT get away with this..."

Suddenly, a knock on the door was heard.

"Come in."

A Shadow pony entered the room. He cleared his throat, before growling and screeching.

"What's this? You say that the broken horned one is somewhere in the lower levels...?"

The Shadow pony nodded rapidly.

"Very well... Find her. And announce to the other demons that Joroth is gone."

At that last order, the demon became surprised, but he shook it off, and went to warn the other demons of Joroth's demise. After he left, Grogar was left alone with his thoughts.

"That ex-Unicorn... Tempest... I believe that's her name... She's the same one that "he" keeps mumbling about... Well... Let's see how she will react to his new form... *Chuckle*..."

Meanwhile...

In the lower levels of the castle, Tempest was hiding inwhat appeared to be a storage room. While she would usually be down for a fight, she knew taking on so many demons would be suicide, especially without a weapon.

"Those fucking things better not find me...", she thought. "If only i still had my crossbow... Well, it probably wouldn't do much against many at once, but-"

As she stood there, quietly, she heard something behind herself.

*Clack!*

"Hiii-ah!", she uttered, bucking behind herself, and spinning around to look at what made the noise, only to see a rat scampering under a hole in the wall.

"Huh, figures, it was a rat.", she said, before noticing something she had never seen before on the ground. It was the object that was dropped.

"What... Is that?"

Author's Note

Fun fact: This chapter's name is a reference to the song "Facing the Spider", from the 1993 Doom ost. Since Rarity became a giant spider after being possessed, and that specific song plays in the level with the Spider Mastermind, i felt like referencing it.

Demon Profiles:

Cubus Larva
Threat Level: Low
Class: Corrupted Spirit
The genderless, larval form of the Cubus, Cubus Larvae are created when a Succubus lays her eggs in a victim. The eggs then hatch and burrow out of the victim in a surprisingly short time. What exactly determines if the the larva will become an Incubus or a Succubus is unknown.

Death Spider
Threat Level: Low
Class: Hellspawn
Despite being called spiders, these demons only have four legs, and they lack any kind of toxin. Their body consists of legs and a head that somewhat resembles a pony's burned skull, and they can shoot web out of their mouth, usually to blind their victims.

Joroth, the Spider Demon
Threat Level: Dangerous
Class: Archdemon
Originally a tailor called Silky Smooth, Joroth founded the cult known as the Followers of Grogar with the help of three other ponies. After becoming an Archdemon, she became cruel, and to some extent, sadistic, as she loves to see others suffer. She possessed Rarity, and transformed her body into an amalgamation of pony and spider.