“Why did you do it?”

Starlight’s thoughts echoed in her own head. They were loud enough that it sounded like she was behind herself, asking her very question. But that couldn’t be the case. There was only one Starlight, and she was standing right here, writing down calculations in her notebook. She’d been at this for.. it had to be months now, right? It was hard to tell without the grace of the sun and the moon to greet you. Or a calendar to mark the days. That didn’t matter. She was close to a breakthrough. She had to be.

“Why do you keep doing this to yourself? You need to rest.”

The voice pulled her attention away from her notebook. The light of her horn illuminating the notes that had been hastily written. The paper looked battered and worn out. Past sentences, curriculums and notes about test subjects erased and written over again and again. Past theories had been a failure. Past tests? Another failure. Sometimes, the equation just didn’t make sense. Why would she have written it, when she knew there was no way that was going to even have a chance of working?

“Because you’re pushing yourself too hard. You can’t think straight.”

It didn't help hearing her own thoughts bouncing around in her head as if they were the thunder in a storm. The constant beat of a drum that she couldn’t force silence upon. Maybe, it was so hard to think because that voice wouldn’t shut up. It’s been halting her progress. She’s so close to a cure, a counter spell, anything! She can feel it.

“What if you make it worse?”

“Shut up.” She told herself. She’s talking to herself. She’s been talking to herself for a while now. But there wasn’t anypony else to talk to. Not since Trixie left. Trixie had been here. She should have stayed here. She hadn't seen the madmare since she went outside. Foolish. She told the unicorn to stay put right here in the lab, where it was safe. It was the only safe place in Equestria! Those things couldn’t get in here. And yet, her “friend” abandoned her. Left her here in isolation. Friends were supposed to stick by each other’s side, no matter what. And Trixie wasn’t here for her when she most needed her. Some friend she was, leaving her behind like that. She didn’t even look back when she walked out those doors.

“This is your fault. She left because of you.”

“No, she didn’t.” She told herself. These voices were just trying to drive her mad. Trixie leaving wasn’t her fault. That’s not what happened. Isn’t it? She tried, oh she tried so so hard to convince her to stay. That she’d die out there. Become one of those…things. That they were the only hope left for Equestria. But no, Trixie had to be so full of herself to think she could walk on out of here and survive. Fine! Let that mare kill herself! She can do this by herself. Not like she had been much help anyway. The most Trixie did was complain.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

“Uuuuuuuuuuugh! Trixie is soooo bored! Staaaarlight, can’t we just play a game? Ooooo! What if we played hide and seek? The upstairs of this dusty old castle must be large enough for that.” The unicorn got up from her seat, moving her way to touch the door handle.

“Do you want one of those things to see us, Trixie? We’re in the basement for a reason. There’s no windows they could peek in through, and it suppresses the noise we make. But, I’d appreciate it if you didn’t groan so loud.”

“It's not Trixie’s fault a certain somepony forgot to add the fun to our little hideout.” She pouted.

“This isn’t supposed to be fun, Trixie! Our friends, and all of Equestria are out there, turning into if not already one of those things! Can you please take this seriously and not complain over the smallest issues, we shouldn't be having this conversation right now! Can you please just sit in the corner and be quiet? I’m trying to work, and your constant criticism has been getting on my nerves.”

“Hmph. Fine, if you want Trixie to be silent, she’ll be quiet. But don’t expect Trixie to start talking to you!” She sits back down into her seat, somehow pouting harder as she turns away from Starlight.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

“She was trying to distract herself. Make things seem more positive than they already were.”

“I said shut up.” She said, a hint of annoyance ever growing in her voice the more the whispers in her head spoke. They didn’t know when to quit. She’s told them to shut up time and time again, yet they never did. Why can’t they just listen to her? These were her own thoughts!

“She could be one of them by now.”

“No, Trixie’s better than that. She wouldn’t have turned so… soon? How long has it been since she left?” She didn’t know. She hasn’t been keeping track of the days, but it still felt like yesterday since she left. It had to have been a few weeks at most, right? It couldn’t be longer than that…

“You don’t even know how much time has passed. How can you save Equestria when you don’t have any idea on how long you’ve been down here for?”

“I-I-” She was cut off by the grumble of her stomach. She was hungry. This was going to be the first time she ate today, so that made it breakfast, didn’t it? Whatever it was, she was looking forward to it. She can’t work on an empty stomach. It’d slow down her cognitive functions, along with her productivity.

She got up from her desk, pushing the chair out behind her as she trotted over to the shelf where she’d been storing the canned goods. Corn, carrots, tomatoes and all she could ever want lay before her at the click of a horn and a can opener.

Odd… she was counting them over, but there weren't that many cans left. Maybe a few weeks left of food, at most. But that didn’t make sense. This was years worth of food. Twilight specifically told her this lab vault had enough food to last a few years, even if two or three ponies living in there. It just didn’t make any sense… unless.

“You really have lost track of time, haven’t you?”

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

“Two months!” Trixie blurted out, throwing her hooves into the air with a very, very dramatic flair.

“Excuse me?” Starlight asked, turning to face her friend. She was confused as to why Trixie had just said that out of nowhere.

“Trixie counted! 60 days! It’s been two months, Starlight! Trixie demands to know why you haven’t made that… counter spell, or whatever it is you call it.” She explained herself, pointing her hoof in Starlight’s direction.

“Progress takes time, Trixie. It doesn’t help that I don't exactly have one of them to test my spells on. And last time we tried, we were almost turned into one of them.” She sighed, shaking her head as she turned away from her friend and got back to work on her notes.

“It isn’t Trixie’s fault!”

“I didn’t say it was.”

“You did when we tried capturing Fluttershy!”

“That thing wasn’t Fluttershy anymore.”

“You didn’t apologise!”

“Then I’m sorry. I’ve just had a lot on my plate, okay? And as I said, complaining won’t help. Why don't you try doing something other than sitting on your flank and come help me?”

Trixie stomped her hoof on the floor, angrily shouting at her. “You haven’t been treating Trixie like a friend! You’ve been treating her as your lab assistant!”

Starlight paused her writing, turning back to stare at the unicorn for a moment. “Well excuse me, Trixie, but you haven’t been acting like my friend either. The only thing you’ve been doing since we got here was taking none of this seriously, sitting on your butt, and refusing to help! So excuse me if I haven't treated exactly how you want to be treated right now! All of Equestria is resting in our hooves, but I feel like they’re only resting in mine!” She shouted back.

They argued back and forth that whole… night? Day? Noon? It didn’t matter what time it was, because by the end Trixie left the vault and she never saw her again after that moment. There had been so many cans of food on that shelf in her memory, too…

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

“I-I… how… how long ago was that…?” She asked herself, hoping her subconscious mind would answer her. It had to, right? She couldn’t of just… lost track of the days… up to the point of it being years at this point, right?

“You wouldn’t know. You haven’t been keeping track of the days. All you’ve been doing is scribbling nonsense into that book of yours.”

“It isn’t nonsense! Its notes on a counter spell… or a cure!” She shouted at her own inner thoughts. Not stopping to consider the fact she was arguing with herself. “These notes could very well save my friends and all of Equestria!”

“You can’t save them.”

“Yes I can.” Starlight hated this voice, how it’d argue against anything she said. This couldn’t be her own thoughts, could they? Would she really argue with herself like this? She wasn’t mad, okay? She wasn’t crazy. So what if she couldn’t count the days she’d been down here. She’s been far too busy trying to mend this simple mishap. A spell gone wrong. This wasn’t something she couldn’t salvage. Something she couldn’t fix. This was child’s play to her. She’s mastered Starswirl’s Spells for crying out loud! THIS! IS! NOTHING!

“You failed your friends.”

“S-stop… N-no, I didn’t.” Her voice was cracking. Why was it cracking? She wasn’t scared. Not afraid. She couldn’t be sad. She was doing this to save her friends, and her teacher! She’s a changed mare! Not that same villain she was before. Equestria wasn’t going to fall to ruin by her blinded and misguided actions! Not like all those alternate timelines she saw.

“It has fallen. Because of you.”

“SHUT UP!!!” She yelled. Oh Celestia, she yelled. She yelled too loud. Way too loud. She didn’t mean to yell that loud. She gets down on her knees and prays. Oh, she prays to Luna that they didn’t hear her. If they heard her, they’d be clawing at her doors in no time. Those beasts wearing her friend's skin. Those… unholy abominations of her own creation. These creatures she never meant to make. Those weren’t her friends. Not right now. But this spell she’s working on can change that. No, it was going to change that. All of it. As if this never happened. She could see it now, sitting at the diner table with Twilight and Spike. Laughing about the whole thing. Or, even making a jab at how she ran a cult. Please… please, she needs that again. Anything but-

Scratch… scratch… scratch…

Her ears perked up at the noise as a wave of dread washed through her entire being. Something was scratching at her lab’s door. She’s called it a vault before, but all this was is just some small room hidden behind a set of stairs and a bookshelf. The only reason she wasn’t found was because those things hadn’t been smart enough to push that bookcase aside.

“They’ve found you now.”

“No…” She whispers. Her hoof lifts to her mouth, covering her shaky breath. This was her safe haven. The only place she knew was safe in the whole of Equestria. How’d they get past the exterior defenses? The Everfree Forest wasn’t an easy place to trek through. Neither was walking through the Castle of the Two Sisters and avoiding all the traps. No… Trixie… she must have left the bookcase open when she left. How dare she?! What a stupid, reckless, good for nothing-

“Directing the blame at her won’t help. This would have never happened if you didn’t attempt to cast that spell. You were reckless. You were careless.”

She slumps to the floor. A soft sob escaping her lips as she curls herself into a ball, trying to drown out the clawing that seemed to be growing louder and louder. She didn’t even want to see what was on the other side, and if they used to be one of the ponies she knew. It’s all been so hard. She’s been lying to herself that she didn’t see her friends when she looks at these monsters. She did it to make herself feel better. This wasn’t what the spell was supposed to do. Not this. Why did it do this? Why? WHY?!

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Starlight trotted in Canterlot Castle’s library. It was much, much bigger than what she was used to in the Castle of Friendship. Spike said she’d be here, if anywhere at all. Twilight would always bury herself in books when she was feeling down. At least, she’d be more buried in them than usual.

She saw her, sitting in the center of the room, piles of books behind her as she was already nose deep in another one. She could see how much being away from Ponyville, and all her friends, had been affecting her mentor. And she was determined to make this right.

“Hey Twilight!” She greeted, flashing her a smile. This had been a surprise visit, after all. Which would make her surprise gift all the sweeter.
She saw Twilight’s expression light up as her former student approached her. She got up from the table, the books forgotten as she galloped up to her and gave the unicorn a big, tight hug. “Starlight! I missed you so much!” Starlight could swear her spine was going to snap with how tight she was hugging her. “Are the girls with you?” She asked as she finally released her.

“No, but I did try to bring them. Too bad they all had something going on, but they’re each coming to see you when they get the chance.” She explained, softening the blow as best she could with that last bit.

“Oh… at least I can see one familiar face right now. So, what brought you up here?” She asked, turning her head to the side as she grew curious about the reason for her visit.

“I came to help you, actually. I know how hard it’s been ruling all of Equestria, and not being able to see your friends when you want. And I know you’ve been really, really down in the dumps about it. So I cooked up a little spell to help you out! It’ll help you see the bright side of things and… well, you know, not make everything feel so lonely and… stuff.”

“That’d be great, but… are you sure it's safe?” Twilight had asked with a hint of caution in her tone.

“I did all the calculations. It should do exactly as described. If it wasn’t safe, I wouldn’t suggest casting it, now would I?” She replied with a chuckle at the end.

“You’re right, you’re right. You never do anything half baked. Here, let me see…” Twilight took the tome that Starlight pulled out from her saddle bag. She read it over a few times before her horn ignited and she cast it on herself. A smile slowly grew on Twilight’s face as she felt the magic wash over her. “This feels… great. Thank you, Starlight.”

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

That was the moment that sealed Equestria’s fate. She just wanted to see her smile. She just wanted her to be happy! Why did it lead to this?! Why?! What kind of a joke was this? A simple gift, a good gesture, ruined everything. It… did this.

“This is all your fault. Nopony else is responsible but you. And you can’t fix it. Not even Discord could fix whatever was wrong with everypony. What makes you think you can?”

Crack! Crack! Crack!

They were bashing against the door now. She could hear the splinters snapping. It wasn’t going to hold. She had to cast the spell now, it was do or die time. This had to work. This was for her friends. If there’s one thing Twilight taught her, the magic of friendship is stronger than any magic she could ever hope to master. She gets up to her hooves, steadying herself as she aims her horn at the door. Waiting for the beast to smash its face in.

The cyan light of her magic illuminates the room. Papers haphazardly spread across the floor, nonsensical scribbles littering them. Books on spells of all tomes, to connect this spell to at least something. Parts of those creatures lay on the examination table, surrounded by needles, knives and saws. Microscopes that examined the blood of these monsters. Maybe there was a biological solution. A board on the wall lining all the failed connections she made. Something had to make sense here, surely.

“You’ve gone mad.”

A head smashes its way in through the battered door frame. It was Twilight Sparkle. Or what remained of the former Princess of Friendship. This was only a monster wearing her skin, with an uncanny smile plastered on her face, her eyes opened wider than should be possible. Her pupils were so large they took up most of her sockets. Almost like they were an inky well of darkness. Limps contorted and stretched, twisting in unnatural ways. The Alicorn was battered and bruised, yet she smiled. She smiled at her. They never stopped smiling. That bucking smile!

“That spell was supposed to make you happy!” She cried at her former teacher, tears rolling down her cheeks. “I’m sorry! I’m sorry! Please! Twilight, please! I just wanted to make you feel better! It wasn’t supposed to do this! Why did you become this… thing?! Nothing in my spell had anything to do with physical transformation! It shouldn’t be possible!”

Her cries meant nothing to this monster. Twilight crawled her mangled form into the room, shambling up to Starlight as she looked down upon her with that smile. She was so, so close. She could feel the hot breath from the beast’s nostrils hitting her face.

“You’ve failed.”

Her thoughts told her she had failed. But she hadn’t, not yet. Even if she’d been momentarily taken out of the moment, she still had her counter spell. Sure, she hasn’t tested it on anypony yet, but she’d never get another chance to-

Starlight stopped as Twilight pulled her in for a big, tight hug. Just like she did back in the castle when this whole mess started. All of her stress, fears, and anxiety all just.. Melted away. Ceased to be. She felt content, happy even. That voice in her head was gone, she couldn’t hear it echoing anymore. She’d never felt so good in all her life. She hugged her teacher back, what she’d been doing moments before forgotten. As if they hadn’t been important at all.

She smiled.

Author's Note

I wanted to make something spooky for October. Obviously it isn't October but I did still want to make something spooky.