A Nightmare Night to Remember

Chapters

A Tome of 1000 Words
A Shattered Shell
A Final Transformation

A Tome of 1000 Words

Isn't it funny when you think back on the good ol' days, and you can almost taste the flow of memories rushing through in perfect clarity?

Life keeps drifting on now, and everything I have ever aspired to be is just unwanted cargo on a distant dinghy sailing off to some forgotten isle. I know who and what, but it's the why I can hardly recall. Why the hopes? Why the dreams? Why that night?

I feel as if everything's in focus now, like the years have peeled back the layers of truth for me to finally see. I feel as if I can finally just let it go and sleep. Goddess knows I need it.

But there's just one thing: this hunger. A raw craving eating away deep inside. I've unwrapped this nest of lies, and all that remains is a biting hunger. But for what? Is it companionship I miss most? That strength that comes from knowing you aren't stumbling through this alone? Having somepony to hold you, comfort you, tell you again and again it was never your fault, that you didn't ask for this - that no one asked for this - and there's no stepping back through the threads of time and doing it all over?

Perhaps… yes. Perhaps I simply need somepony to which I can recount this tale of mine… Somepony… like you.

So settle down now, and watch that broken foreleg - it will mend once the transformation is complete, but don't you go knocking it about!

Hush now, quiet now. Listen, and Auntie Sweetie Belle will spin you a yarn you'll keep 'til the end of your days…

We were just fooling around, honestly. See, Scootaloo and Apple Bloom and I - we were the Cutie Mark Crusaders - and we wanted something super special for Nightmare Night. Something to really terrify everypony in Ponyville. Or at least, that was Scoots' idea. I only wanted to be—

"A frilly princess…? Really?" Apple Bloom stared at me like I'd gone crazy. She and Scootaloo exchanged a look.

I sort of pouted in response, sticking out my lower lip as far as it would go. Like that would work.

Apple Bloom just snorted, and Scootaloo finally turned to me, sighing, "Can't you just get Rarity to sew us some zombie costumes or something? I can't find anything remotely scary here!" She paused meaningfully, then added, "Except maybe all the cobwebs everywhere!"

Oh that's right. I nearly forgot to mention. At present, we were in the basement of Carousel Boutique, rooting through Rarity's old stuff for Nightmare Night costumes. There was just junk, mostly. But the old room had a lot of clothing and fabric strewn about in tatters on mannequins that had cracks splitting their sides. Which, at the time, I thought was kind of weird. I mean, if you knew my sister - she's awfully particular about neatness and glamour or whatever - then you'd know she could never stand for such an untidy mess. But anyhow, I just brushed that thought aside. We Cutie Mark Crusaders were on a mission, and when that happened, we were undeterred from our goals!

As the other two fillies roamed around, poking at things, I found my attention captured by a certain mannequin. This one certainly wasn't like the other beat-up ol' things. This had a pearly sheen to it, and there were these itty-bitty gems of a deep blue as lovely as the sea set into where the eyes of the doll should be. They seemed to twinkle with some ethereal feel to it.

I slowly approached the mannequin, noticing the waves of silk fabric that clung to its sides. It was sort of pretty, I guess. Rose-red ribbons draped across the back in a woven lattice work, delicately entwining with strips of regal navy-blue. There were these gems that hung 'round the throat that looked reminiscent of raindrops. At the train of the dress, there was this ripple of sheer fabric that quite reminded me of misty mornings.

A nice effect, one ruined by a sudden nudge from the side. My heart racing a mile, I whipped around quick to see what it was.

"Apple Bloom!" I gasped. "You… you sc—"

"Scare ya? Ah always thought you should be the yella one," the infernal earth pony giggled, glancing at my pale-white coat to emphasize her point. When I only frowned, lips stretched tight, she said, "Hey, what's gotten in ter ya? What'cha lookin' at?"

I gestured toward the peculiar looking mannequin.

"Oh, that's kinda purty, if ya like that sort of thing. That yer costume for Nightmare Night?" She had that awful smirk again as she said those last words.

Really, it's funny when I think of how much she's changed since we first met. She was a lot more mellow and kind, for one, and she at least attempted to be polite.

I knew she was thinking the same thing, probably cracking herself up inwardly about how interested - well, obsessed - I was becoming in fashion, or, what she so elegantly described as "frilly fru-fru nonsense for uptight snobs". Well, I was Rarity the dressmaker's sister, wasn't I?

I shrugged off her cutting remark, saying, "Oh I dunno, I just think it looks nice. Kinda like those singers you see performing in Canterlot, you know? You're waiting in a theater of thousands, and all the lights dim 'til it's dark as night, then this single spotlight hits the stage. And then somepony in a flowing dress slowly floats to the stage, and she opens her mouth, and you can hear her voice like a beacon of light rippling through the hushed audience, and—"

"Yeah, ah get it, Sweetie Belle. Shucks, you'd think you'd be some fancy, prose-talkin' poet the way you go on like that, 'stead of a singer like what's on yer cutie mark." She had a funny look in her eyes; the rose-red irises were in half slits, and she had her mouth scrunched up in a frown. From behind us, I could hear Scootaloo sigh, and I knew she was thinking about being the only blank flank in school. It was a sore subject among us, so I tried to steer the conversation in a new direction.

"Uh, hey look! There's this thing beneath the mannequin." I honestly had no idea whether or not there existed such a convenient distraction, but thankfully a brief glance revealed a dusty book nestled in the folds of the dress that trailed on the ground.

I dragged it out and blew on the leather-bound cover. It was sort of squarish, and it had a date and year penned in purple, spidery handwriting. No doubt it was written by my sister.

"What in the hay is that?" came Apple Bloom's voice, a lot closer now as she leaned over to peer at my discovery.

I flipped to a page at random, flopping down on the dust-riddled floor to get a better look. A giggle ripped through me as I saw what the book contained.

"It's… it's… my sister's photo album of when she was in school! Everypony looks so much younger!" I shoved the tome toward her. "Hey look, there's my sister! She's surrounded by a bunch of colts who are all fawning over her. Typical Rarity."

I laughed at the snooty look on Rarity's face as she sat gracefully on a white bench, hooves folded neatly beneath her. I noticed some of the ponies crowding around were bearing drinks of various sizes. Although it was a black-and-white photo, you could tell that the drinks were all of vibrant colors. There were lots of pictures like this, even one of Rarity in the very dress I'd found the book beneath, and then there were all the notes meticulously recorded in the same elegant font as the front of the album: just little things like what boys she liked or hated, and what their habits were. It was kind of creepy to tell you the truth.

I watched as Apple Bloom flipped through the pages, occasionally laughing at some snide comment Rarity had written. "Hey," she suddenly said, "I wonder if mah sister's in here?" Then, just as abruptly: "Oh that prissy snob! How dare she call Applejack a 'smelly pig'!? She ain't even that smelly… Maybe a little when she's out in the fields or somethin'…"

Noticing that Scootaloo still seemed a little distant - she was brooding a lot lately, especially concerning her lack of a cutie mark - I said in a louder-than-necessary voice, "I wonder if maybe Rainbow Dash is in here? I know Rarity talked about her back when they were fillies."

It worked like a charm. One second the pegasus was slinking through the labyrinth of tired fabric, then suddenly, she was right by our sides, her nose pressed to the yellowed sheets of the photo album, a look of crazed elation lighting up her lilac eyes.

She eagerly thumbed through the pages, her forelegs an orange blur. "Ohmygosh!" she nearly screamed. "It's her!"

And it was. No mistaking that rainbow hair, even in black-and-white.

The photo Scootaloo was getting in a frenzy about was the largest I'd seen, covering an entire two pages, so that it creased in the middle. There was a heart traced around a cluster of ponies. Rarity was in the center, and she appeared to be having a group hug with a few others. I saw Rainbow Dash among them, and then some others I didn't recognize.

"Your sister was best friends with Rainbow Dash?" Scootaloo had this incredulous look on her face; her eyebrows were up in crazy angles, and she gave me a strange stare. I found myself tracing the penned words "Best friends" that was neatly printed beneath the photo, avoiding the orange pegasus' questioning glance. "Rarity must've been special if Rainbow left Cloudsdale just to hang out with her," she muttered.

"Yeah… um, seems like she also names her other friends here," I said swiftly. "Look, there's also Seabreeze, and Chocolate Kiss, and Chry… Chrysalis?" I had trouble with the third name, and my mind was preoccupied with the pronunciation of it. To be perfectly honest, it never occurred to me that it held any significance whatsoever until I heard a sharp intake of breath from my friends. "What?"

Apple Bloom's eyes were digging furiously into mine. "Don't ya know who that is?" I was frozen, staring at her. "Ain't ya supposed ter be the wordy one who remembers near everythin'?"

"Yeah, Sweetie Belle," Scoots chimed in, her eyebrows raised again. "Don't you remember? That wedding, a few years back? When there was that whole fiasco with those creepy insect things attacking Canterlot?"

My mouth formed an O of surprise, but nothing came out.

"Chrysalis is the pony-like one. She had all these horrible holes in her legs an' wings—"

"—And she almost killed Princess Celestia! Princess Celestia! Who's like the most all-powerful alicorn—"

"—An' Twilight Sparkle was the only one who knew what ter do. She knew it weren't truly Princess Cadance—"

"—And Rainbow Dash totally killed all those changeling freaks. Now that's what I call awesome."

Like I said, it all came rushing back in a flow of thoughts and recollections, and it was a bit of a nasty hit to the gut. I kept picturing that fateful day, and the lovely wedding tarnished with the stain of evil, a monstrous, sharp green that bled through the memories of soft white gowns and bright blossoms.

Corny as it is to say, I felt like that day really changed me. It woke me up to the reality of the world. It taught me that there will always be obstacles to everything you dream, and you have to shove and fight to claim your own. And even when the world tells you you're wrong, mercilessly beating you down, you've got to persevere. Just like Twilight when she had to face all her friends berating her and the princess practically condemning her for her suspicion of the fake Princess Cadance.

And I think it was then that I knew my fanciful frolics as a Cutie Mark Crusader were mere folly. I drifted away from my friends a little after that day. They were my anchor, holding me back from my aspirations, and inch by inch, the ropes that tied us together frayed ever so slightly. And years later, Apple Bloom's still tethered to her family farm, like we all secretly knew she'd be, and Scootaloo's still stuck to the dirt of Equestria, grounded and lost. As for me? I've been gifted with the voice of a songbird, free to spread my wings and fly. Or, I would be, if not for them.

But anyway, I was just sitting there, dumbstruck. The other two fillies were still babbling on, their voices rising higher and higher. I just pushed the book away, or maybe I kicked it somewhere. I don't quite recall. As my memories faded away, I think I got to my feet and stumbled a few steps.

"Sweetie Belle? You doin' alright there?" As if she were truly concerned. When I said nothing, she offered, "Should we go an' get Rarity? Ah can fetch her if ya want."

"H-hey," I said weakly, "why don't we keep this to ourselves for now? Don't want to make a fuss, you know."

After the other two nodded assent, we left the basement and dispersed, Scootaloo mumbling something about having to use last year's costume again. I didn't pause to watch them leave, merely went up the stairs and through a side door that led to my very meager bedroom. I plopped onto my tiny bed, thinking.

In the picture of Rarity's "best friends" - I shuddered just thinking of the phrase - Chrysalis looked completely normal. She was just a simple earth pony of dark fur and pale-blue mane. She was smiling, even, and it was a genuine smile. And it really made me wonder. Was it just an act? A ruse to get in with my sister and feed off of the love they shared? It sickened me just to think of it.

My mind was also plagued with questions of what-if: What if she really was just a normal pony? What if she had later become the freak of a changeling I knew her as? What if those friends of hers - and Rarity - had become changelings as well?

I didn't honestly know who to trust or what to think. So I hunkered down beneath my soft blankets, pulling them close around my body. Rarity had holed herself up in the sewing room for some big dressmaking commission, so she wouldn't notice if I missed dinner.

I wasn't hungry then, just tired. Exhausted from these thoughts, these doubts. My life was so stable, so… monotonous, and I felt like it was a plank a wood drifting nowhere in particular. Maybe all I needed was a little change...

AN: Made for EQD's Nightmare Night fic contest. Also my first pony fanfic. So please hit me with your critiques and suggestions and spelling/grammar fixes! There are sure to be tons as this was all written from 8 - 11 pm each night, and fatigue always makes my typing look funny. Oh, and um, hope you enjoyed reading this mess.

A Shattered Shell

AN: The story finally begins to live up to its one and only story tag near the end of this chapter, Pinkie promise. It might read a little awkwardly as I'm still getting used to storywriting again.

The next day dawned bright and cheerful, but by the time I had rushed down to the kitchen, thick clouds had already begun to clout the sky.

I didn't give the weather too much thought, just scrambled to get a slice of wheat bread and some soup out. I burned both in my haste; the toast crumbled into fine ash when I poked at it, and the soup seemed to be bubbling mysteriously. Didn't bother me; I tipped the toast-crumbs into the soup and shoved a spoon through the murky concoction.

Breakfast was a quick and quiet affair. Rarity had apparently pulled an all-nighter, and I could still hear her fretting over something trivial in the sewing room.

I kind of wished she wouldn't keep the door shut all the time when she was working; I liked seeing her designing dresses. I mean, it's always neat to see ponies doing what they're best at. But I don't think she trusted me in that room with her at the same time anymore, not after that one incident that involved a shaved Opalescence, 20 sheets of diamond-studded gold silk strangely absent (only to reappear draped all over Twilight's precious library), and all the equipment stuck to the ceiling. Don't even get me into that.

So anyway, I had miraculously finished eating breakfast - chiseling away at the soup after the mixture had somehow hardened - and after tossing the ruined soup bowl into the sink, I snuck over to Rarity's workroom, hoping to catch a sneak peek at whatever she was working on.

I was barely at the door when it swung inward, and a blur of white streaked out, its claws catching onto my fur in its mad dash to freedom. "Opal—?" I could barely breathe as the feline latched onto my throat. "Hey! Get off—" A shriek emitting from the sewing room cut me off. "Rarity—?"

My sister had emerged from the room, breathless as well, her deep blue eyes alight with enthusiasm. As she hopped about, she giggled almost obscenely, her hooves tip-tapping on the solid wood paneling of the floor like a half-crazed schoolfilly.

"Oh, Sweetie, darling, do come in here! I have a surpri-ise for you," she said in a sing-song voice. I raised my eyebrows at that. Really? She wanted me in her beloved workroom?

"Look, look, look!" she squealed in delight. "I designed some gorgeous costumes for you - oh! And your two best friends as well! Isn't it just marvelous? You three will look so, so, SO cute tonight."

I opened my mouth to say something, anything, but that whole "best friends" phrase she threw at me caught me by surprise. I felt that cold trickle run along my back; you know the one, where you can literally feel the danger drawing close around you like a noose. My throat tightened a little, and it was hard to force the words of thanks through. I kept getting the chilling thought that perhaps Rarity knew of my discovery of her photo album. I definitely saw a glint of something in those azure eyes of hers.

"O-oh they look, uh, great. Really." And they did. Mine was a blossom-orange and fuchsia ensemble, adorned with little rosebuds and leafy green weavings. It looked spectacular, as did Apple Bloom's (in colors of lily-white) and Scootaloo's (pale blue).

My somewhat flat response must have been unconvincing though, as Rarity's smile seemed to falter. Her eyebrows pushed together as she surveyed me. "You haven't been touching my things when I was busy sewing, were you?" she asked without warning. She set her hooves together and studied me.

"I… no… how did you—?"

"You left the basement door open," she deadpanned. "Oh, forget it, darling, as long as you didn't look through my belongings. I'm afraid you might, well, find certain… Nevermind. You don't want to be late for school. Oh! And do remember to bring the costumes with you! I'm sure your friends will simply adore them. They're simply so very fashionable looking, wouldn't you say, dear?"

She seemed back to her old self again as she neatly folded the garments, levitating them into a saddle bag and thrusting the lot at me. I placed the bag on my back, and scuttled out. As I was leaving the boutique, she watched me from one of the windows that decorated the sides of the shop. Of course, I couldn't confirm this given that they were tinted, but I had that eerie chill run through my spine again. I kept imagining my sister, her voluminous purple mane shadowing her face as she gazed out the window, hiding herself from me, from the world. Like she couldn't let anyone see the true her. It was just a figment of my imagination running wild, a little Nightmare Night paranoia, but I sure could see it happening. A disturbing thought to be sure.

As I hurried off to the schoolhouse, I noticed that a dark fog seemed to permeate the air, though the holes in the cloudy skies allowed weak sunlight to poke through. Seeing that I was alone in the cobblestoned streets, I stepped into a small patch of sunlight just around my size with all the dramatic flair of a flamboyant Canterlot pony, my head held high, hooves sweeping before me.

"When you're chained to this range
And you wait for something strange
Life's adrift in endless sea
Perfect chaos, harmony
All you need's a bit o' change."

My imaginary audience was silent in awe, their souls filled with the passions of my melody only to empty of all thought as my voice trickled away. Then came the heart-stopping, thunderous approval, a thousand hooves stomping their praise.

"Wow, that was pretty good!"

My eyes shot open, and I twisted around in surprise.

Before me, just a few hoofsteps away, was a wiry little colt with a beige coat and neatly trimmed brown mane. His right hoof supported a jet-black camera. His face was stretched wide in a grin.

"F-Featherweight?" I asked in confusion, a strain of annoyance in my tone. I was also a little confused by his presence. I hadn't noticed him around earlier. In fact, I could swear the street was empty of ponies up until now.

"Oh, hi, Sweetie Belle. That was… that was some really good singing!"

I was getting a little creeped out at that point. I peered up and down the street we were on, and just as I had predicted, it was bare. No convenient bushes or anything to have concealed him, and all the houses were mere specks from where I was standing. Unless he flew from up above, which begged the question: how in Equestria could his shrimpy, little wings support his ungainly body?

"Yeah, um, thanks," I muttered. I shifted my saddle bag of clothing into a more comfortable position, which, of course, sparked his curiosity and sent him spiraling into a line of questioning concerning the aforementioned bag.

"Just some costumes for Nightmare Night. No, you can't peek at them now. You'll see them when we wear them tonight. Yes, they were done up by my sister Rarity. No, she won't make you one as well. Yes, these are for me and Apple Bloom and Scootaloo." I was rattling off answers to his constant barrage of questions at that point, even though I really wasn't in the mood for this spontaneous interview.

His enthusiasm was fizzling out now, but just when I thought I had provided answers to all his demands, my mentioning Scoots' name incited a new storm of inquiry.

"Oh, Scootaloo?" he said eagerly. "How is she, by the way? She well? Did she like the tulips I sent her?"

Right, I should probably mention his silly little crush on Scoots. It was ridiculous actually. It was bad enough having to go through the motions of "questing for our cutie marks" when two of us already had discovered our talents, but then we were shadowed by this unshakable colt. He stuck to us like candy on a sultry summer day whenever we did anything at all. Interestingly enough, he began to tag along shortly after that royal wedding catastrophe. Maybe he figured we were like celebrities or something for surviving that experience. I dunno.

"She's fine," I sighed, kicking at a few tendrils of tall grass that happened to get in my way. "She—oh, look. We're here."

As the door to the brick-red schoolhouse swung open, I ever-so-gently shoved him in, ignoring his indignant cries, and bounded off. He shot me a seething look, but I was beyond caring. I was eager to show off the costumes Rarity had sewn for us to Apple Bloom and Scootaloo. I mean, I don't want to brag or anything, but my sister was really the best seamstress in all of Equestria, no lie. I just knew my friends were going to love the costumes. How could they not?

The two fillies were lying beneath one of the tall trees that resided at the fringe of the schoolyard, surrounded by piles of bright, scarlet leaves. As I approached, they glanced up, spirited smiles painting their faces.

"Hey girls! Look what Rarity made for us!" I brandished the items of clothing at them, holding the costumes out at hoof's length for them to admire. I closed my eyes with a satisfied grin, awaiting their exclamations of flattery.

When my hopeful ears were met with silence, I cracked one eye open. Their faces were mirror images of shock, their jaws slack, and their demeanor suggested they were about to collapse into unconsciousness. No doubt they were hit with the magnitude and grandeur the garments had inspired.

"Uh, ah really like the, uh… They're very…" Apple Bloom turned pleading eyes at Scootaloo, but the orange pegasus said nothing in response. "Um, ah think they're jus'… The colors are… An' the overall thing is, um… They… they're jus' simply—"

"—Awful!"

And then the pegasus fainted.

The school day went by in a flash. Cheerilee probably knew we were too hyper with sugar and candy and thoughts of dressing up to go parading around the town at dark, so she allowed us time to work on costumes and stuff.

I spent the hours in the corner, avoiding my friends. I was busy scribbling something nasty about the other two. Out of the corner of my eye, I could see them knee-deep in strips of cloth, tearing at something with the help of Featherweight. Oh yeah, that was the other reason I ditched them. I was just getting sick to the stomach at seeing that colt trying his best to impress and assist Scootaloo, and let me tell you, he sure did look idiotic doing so. Scoots didn't mind so much, which I thought was absolutely appalling. Simply considering that maybe she even liked him back made me want to puke my lunch out.

So anyway, after school let out, I didn't stick around too long, just gathered my papers up and left. I wish I could say that I intended to avoid them all night, but I had already promised to go trick-or-treating with them, and Pinkie Pie says to never break a promise. Pinkie's crazy and psychotic and all - those were Rarity's words - but I figured she'd use her Pinkie sense to find out and do something awful to me if I disobeyed.

And thus, the setting of the sun found me shivering in the chill just outside of the barn of Sweet Apple Acres. As I waited there with Scootaloo beside me, I could hear Apple Bloom yell that she just needed a few more moments before she was ready.

"You know, Scoots, you didn't have to go and faint like that," I told the pegasus crossly. "And you certainly didn't have to rip up the costume Rarity made for you into a billion little pieces. What're you supposed to be, anyway? A trampled, undead chicken?"

My remarks were met with a steely glare. "No, I'm a zombie flower." Oh, right, how silly of me. I suppose science had now confirmed that flowers could indeed bleed whatever that red substance it was that she'd smeared all over herself. "And that chicken thing is getting old now. So cut it out."

By that time, Apple Bloom had already emerged from her house, so I was unable to come up with anything to say back. I did find it insulting how much she detested the gorgeous flower costume my sister had designed though, and I was prepared to show it.

"Ah'm all ready to go now!" the canary yellow earth pony announced brightly. I raised an eyebrow at her costume, which was awfully similar to Scootaloo's, except that it featured a towering wig that resembled something out of Frankenhoof.

"Cool, now let's go meet up with Featherweight! He said he'd be waiting over by the—"

"Not him too!" I groaned. As the other two turned hostile glares at me, I proceeded to collapse in the same fashion Scootaloo had in reaction to the costumes.

How lucky that the one patch of dirt I landed on just happened to be all nice and muddy.

"Nightmare night!
What a fright!
Give us something sweet to bite!"

Our bags were overflowing with candy, just in time for when Princess Luna was scheduled to arrive in Ponyville. It was kind of a tradition at this point. Ever since her well-received return a few years back, she made it a point to visit each of the cities and towns in Equestria.

All four of us - me and Apple Bloom and Scootaloo and, yes, even Featherweight - were trotting up the path that led to the town square, when all of a sudden, the little tagalong stopped in his tracks.

"Wait, hold up a moment." He ducked his head, his face in shadow, and he was shuffling his hooves. I guess he figured Scootaloo had a thing for shy guys or something. "Um, I gotta go and give something to Zecora."

"Now? In the Everfree Forest? In the middle of the night!?" Scootaloo had stopped as well. The concern in her lavender eyes was evident as he nodded in response.

I let out an exasperated sigh, staring pointedly at the crowd beginning to gather at the town hall. The domed town building glinted in the moonlight, and the lights strung all around glimmered invitingly. I heard there was a small feast and punch being served inside as well. I was really looking forward to gorging myself with food and getting warm and relaxed, especially since I was exhausted from my attempts at magically cleansing myself of dirt and muck.

"We're not going to get a good view when Princess Luna finally arrives," I warned her, but she ignored me.

"C'mon. We'll go with you, and help you deliver that thing as fast as we can."

"Yeah, ah'm sure we'll make it back in time ter see the Princess."

"Oh, no, it's alright. You don't all have to go. Scootaloo and I'll do fine."

Apple Bloom considered that for a while, but I threw him a glare. He just wanted to spend time alone with her; I knew it. And so I did something I knew was incredibly moronic. "No, no, it's no trouble. We can all go together." I didn't even care how redundant that was.

Featherweight snuck a sidelong glance at me, and he seemed to be pushing his weight onto the ground with far more force than necessary, like his mind was chewing on something real hard, but he remained silent.

"Whatever y'all want is just fine an' dandy with me," Apple Bloom shrugged finally. And it was decided. We turned around and solemnly entered the forest.

Now I'm not one to get terrified easily or anything, whatever you may be thinking. Okay, alright, maybe I am a little jittery about situations like this, but not in the way Fluttershy is, tripping over every shadow that so much moves slightly. You could hardly blame me though. Here we were, four frightened foals - fine, just one frightened filly - on the chilliest, darkest night of fall, entering the most foreboding and menacing forest in all of Equestria.

There were these scraggly trees spilling over with blood-red leaves and winding, gnarled branches that reached out like they were going to snatch us up. Worse, there were rotten holes etched deep within as if some monstrosity had ripped off the fleshy wood to expose oozing sap and rancid decay. And every so often, luminous green eyes would flicker in the darkness these cavernous shelters had to offer. These were creatures living in the bones of the deceased and who wouldn't hesitate to nip at our heels and lacerate us into shreds. It was disgusting.

As we pushed further into the Everfree, I started getting those same chills from before crawling up my spine. I could sense this presence trailing us, keeping to the shadows, watching, its predatory gaze tracking our every movement.

It was little things that betrayed it. A faint shuffling that I couldn't pretend was the wind, sharp leaves crackling somewhere close, flashes of a brilliant blue-green in the still darkness, and this drumming, a low beat that echoed through the woods.

We stuck close together, and each step we took narrowed the gap between us until I could literally feel the shaking of their bodies pressing against me. They were scared as well, and in some strange way, it comforted me to know that we shared this terror. I knew I wasn't alone.

Our shivering hooves brought us farther and deeper into the tangle of wild trees and grappling undergrowth. Featherweight had led us off the main path for what seemed like eons ago, and I began to question his sense of direction. Did he even know where he was taking us? Did it matter anymore?

I could feel the endless trees closing in, asphyxiating and choking my every sense. Shawls of twisted vines obscuring every shadow and light, the putrid stink of the fog clogging my throat, the wild copse wrenching at my heels, a suffocating claustrophobia that threatened to push me over the edge of panic. Each hoofstep I took felt forced and uncontrolled, like some baneful bewitchment.

I wanted out now; I couldn't take the stares of the forest, the things that shifted in the night, the beings that waited with the patience of immortals. I wanted escape, I wanted to leave, and I wanted to let that wretched colt know that now.

My trembling voice fractured the restless quiet.

"Featherweight, j-just where in the fiery depths of Tartarus are you t-taking us!?"

He froze; they all did, as did our shadow. I swear the entire forest emptied of all possible sound just to stop and listen in. His gaze flickered from left to right, and he wouldn't say anything.

His behavior began to infuriate me. I was fed up with his attitude, and I wasn't afraid to show it. I got right into his face and jabbed a hoof at his chest.

"You clearly have no idea where we are. Obviously this isn't the way to Zecora's, so I'm asking why! Why have you taken us here?"

And like a taut rope whose final thread has snapped, he shoved back, an unexpected rage that lashed out at me. It was like my words had shattered his perfectly crafted shell of kindness and humility that he had worn only as a guise.

"Don't think I don't know, Sweetie Belle! You've always hated me, treated me only with suspicion and hostility, when all I gave was my hoof in friendship!"

And all of a sudden, I was slipping, the ground beneath me quivering and shaking. A deep gash had ripped open in the earth just behind me, and everything around it collapsed, taking with it the roots and the tall weeds and the jagged rocks and… me, yanking me along with it.

"What is it? Are you jealous? Because you know you're not worthy enough to deserve anyone's love, much less mine? I've seen how you treat your friends, and I know what they really think of you!"

His voice had dropped low and menacing, and I could swear his eyes began to steam with an ethereal, blue light. He was looming up from above, watching me with a mixture of frustration and satisfaction as I attempted to grasp at any stalks of grass I could, frantically conjuring up a spell to levitate myself over the open earth beneath.

The darkness had swallowed up my friends. I couldn't see them anymore, and I think I heard somepony cry out, and I didn't know if it was me, or if I even had the oxygen left to muster any sort of strenuous activity. But I wanted to scream, and I couldn't: couldn't force even a peep out, couldn't find anything to support my weight, couldn't hold on…

And then, the inevitable: my magic gave out, and I let myself plummet into the gaping jaws of the shadows below.

A Final Transformation

AN: Somehow, this mess made it to Top 10 Finalists on EQD (in its unedited version no less). Whyyyyyy And rushed ending is rushed. Might get around to doing some more edits this weekend... maybe.

I awoke in the semi-darkness, aware of nothing more than the fact that I had survived the fall. I don't know how; I must have plummeted miles deep beneath the surface of Equestria, or at least it felt that way. I know this sounds unbelievably contrived, but certain pivotal scenes from my life, little flashes from the past, played through my mind the entire way down.

The scene of the wedding was predominant in my reel of memories. Most ponies who attended don't know this - I still haven't even gotten around to telling my own sister let alone anypony else - but it wasn't just the three bridesmaids of Princess Cadance's who were enchanted by Chrysalis.

Now, it wasn't like we were caught doing anything we shouldn't have! And when I say "we", I mean, of course, me and Apple Bloom and Scootaloo. Back then, we Cutie Mark Crusaders crusaded in every nook and cranny we could find trying to discover our special talents, and the Canterlot castle was no exception. I do believe we would've crusaded all the way through the fourth wall - which is some magical land Pinkie Pie keeps jabbering on about - if we could even find the blasted place.

But anyway, there we were, tramping through some of the lower antechambers of the castle, when we heard some curious noises in the next chamber. It sounded like some ponies having a really deep discussion about something. Their voices were low and raspy, and they sounded kind of like when you scrape a block of wood against the sandpaper we use on arts and crafts day at school.

The three of us exchanged glances. We could hear snippets of their dialogue, but it was confusing to put together the pieces into any real conversation.

"…the tests? I… quite clever of the princess, but she is no match…" A female voice. Despite its casual manner, I could detect strains of anxiety in it.

"…when you free us? You know you will be… if you serve us no purpose…" A low, warning tone.

"Trust me, my… and you will not… a new queen…" This time, she seemed to have gained confidence. Her voice was strong, and she finished with a rough cackle. Then there was a rattle of chains and loud hoofsteps that slowly faded away.

I was left mostly confused by their peculiar discussion. I figured "princess" meant either Princess Luna or Princess Celestia or even Princess Cadance, but who was this "queen" they had mentioned?

"What in tarnation was that all about?" Apple Bloom whispered, voicing our thoughts exactly.

I shrugged, but Scootaloo got this devious look on her face. "Why don't we go find out?" she grinned. She flattened her body so that it pressed against the cold stones of the floor and crept toward the source of the laughing.

"No! Scootaloo, we shouldn't—" I hissed, but to no avail. My words only seemed to spur the stubborn pegasus into action as she swept into the next room over. My heart in my throat, I fearfully peered around the corner, Apple Bloom mimicking my motions.

Our eyes were met with long rows of cells that ran along either side of the hall. It must have been one of the dungeon areas we'd heard rumors about. This one was dank and musty but with that sharp, sterile smell of hospitals and surgery rooms. When I squinted, I thought I could make out a faint, orange blur slowly gliding amongst the stained dungeon cages.

"Scootaloo," I called out softly. I knew she couldn't hear me, but merely saying her name assured me I was doing everything I could to support her short of actually trailing after her.

The little filly kept pushing onward through the dark corridor, and my heart jumped a little each time I thought I could detect some slight shuffling within the prison cells. Scootaloo suddenly began to do the same thing, pausing to check out the vaults surrounding her. She was just a speck now, and I had to strain my eyes, opening them as wide as they would go, just to keep her within sight. My eyes began to water up, so I had to blink to get them clear.

It was then that I heard a small gasp from my side. I turned fearful eyes upon my earth pony friend.

"Ah… ah don' think this will end well…" she whispered slowly, her rosy eyes glued to the scene before her. I followed her gaze, and then I saw what she was referring to.

Way back at the very end of the corridor were these eyes that glowed in the still darkness. They were of a vivid blue-green and seemed to pulsate with a seething hatred. There was a sudden movement, and then a soft, familiar voice slithered from the deep blackness.

"Oh? What have we here… three little fillies, all scared and alone?"

And then came that cackling again, only this time, it was overpowered with undertones of malice. Those eyes glowed brighter and brighter, a spark that blinded me to all else until all I knew was those powerful orbs that dug into my eyes, forcing me to cower down, breaking my very will, reducing me to a mere crippled shell.

I was powerless, exposed, and subject to her every whim. I was a puppet at her complete mercy, a plaything to toss and twist as she desired. Every command she drilled into my mind I was forced to abide; refusal only provoked a sharp, searing pain deep within me. I opened my mouth wide to scream, but I couldn't. I choked instead, my lungs near collapsing at this pressure pushing against them.

Now let me tell you, this was outright terrifying. I was frightened, confused, pained… And it was worse to know that my friends were experiencing the same torment. At my side, Apple Bloom had already been broken; she was huddled in a trembling mass of yellow fur. Over at the other end of the hall, I could see Scootaloo still struggling, wrestling with this new evil, fighting back with every ounce of her courage.

And then she was faltering, and I couldn't take it anymore. I succumbed as well and could do little more than watch as the monstrous enchantress approached us, dragging Scootaloo's motionless body along with her, her hooves solemnly cracking against the stone floor with each prolonged step.

Most of her face and body was in shadow, so I couldn't see exactly what she was - she certainly wasn't any ordinary pony - but it didn't even matter. I was drawn to those glowing eyes, a blue-green flame that flickered in the deep blackness. They were perfectly round, not narrowed like before, and I thought I could see surprise etched into them.

The she-demon leaned forward and deposited Scootaloo's body before us.

"Listen to me," she hissed at us. "I will be perfectly clear about this. You were never here; you have never set eyes on me. Anyone probe you with questions, and you tell them a little fib. Disobey me, and you'll find that pain you just experienced to be a pleasure in comparison to what awaits. Don't disappoint now. This day will be perfect."

And a maniacal laugh ripped from her throat, rising in volume as the cells stretching along the room came to life with stirs and streaks of that same blue-green: a hundred unblinking pinpoints of color and a hundred serrated jaws opened wide in laughter.

To this day, it still haunted me every time I closed my eyes. I could still see her gaping maw cracked open in merciless mirth, her eyes alight in tongues of ferocious fire, the holes that marred her skin and mane. I know you're thinking maybe I'm going a little crazy, but having that image burned in your memory does that to you. I like to shake it off and pretend it isn't her I see in my every nightmare, but these things eventually catch up to you; there's no running away.

And now, years later, they finally caught up, dredging up all those terrifically terrifying images and recollections and all the evil associations that came along with the package. Like a Pandora's box from those old mare's tales, and somepony had come along and stolen the hope.

As if to show just how cruel fate could be, that little flashback seemed to bleed into the present, as I again was faced with a thousand glinting eyes, flecking the darkness that enclosed me.

"No," I kept saying, "no, no, no…" but that merely incited a ripple of cackling among the ranks.

Was I still remembering things? Had my memories begun to seep through my shattered mental state and control me? Or was I just deluding myself again?

I was nursing a dozen bruises, and I think I chipped one of my back hooves. Something wet was trickling from my side, and I was glad that the shadows masked its hue from me. I don't think the color red would suit me very well in my present state. And don't get me started on the state of my costume, which had been reduced to scraps of cloth and thread after the fall.

At present, I was just trying to figure out what loop of time I was in - perhaps I was still reliving memories? - when an increasingly familiar voice sounded out.

"Bring them to me!"

Wait, "them"? Could it be? Were my friends somewhere near? I tried to call out their names, but all that emerged was a grating cough. I hoped my fall hadn't damaged my throat or lungs or diaphragm; those were so vital to my singing career. That is, if I even had any hopes for one anymore.

It didn't matter though as my mind suddenly became preoccupied with the sudden proximity of those eerie, blue-green eyes. They grew larger and larger until the color was smeared across my every thought. I hiccupped wildly in response and flinched as these metallic things began to prod at me.

I felt myself being raised up then, and in the dim light of their glowing eyes, I saw a long procession of glimmering, dark-gray bodies trailing after me. They had peaked snouts, and flattened ears. Pointed fangs poked out from bared jaws, and ripped wings hung from their sides. On either side, I noticed two similar columns of these insect-like creatures bearing prostrate forms atop their backs. Apple Bloom? Scootaloo?

"Excellent," came that voice again. It trembled a little, and I briefly wondered why. The three of us were thrown at her hooves, and she surveyed us from above.

I didn't mean to, but I sort of looked up and got a good look at her. She was grinning down at us, her eyes wild with fiery light. Just behind her, I could see some - now was it stalactites or stalagmites that hung from the ceiling? - well, jagged icicle-like rock protrusions hanging from the roof of what appeared to be a cavern.

Where exactly were we? We must still be just beneath the heart of the Everfree; maybe this was the den of the changeling hive?

The queen of the changelings, that horrendous Chrysalis thing with the frayed wings and holed legs, eyed us for a time, then swiftly turned to someone next to her.

"Why are there three?" she spat. "Tell me!"

A rather coltish, eager voice that seemed awfully familiar answered. "I… I couldn't shake the other two. But it… it doesn't matter right? You never specified… And it's more for us to feed on… And…" He was stumbling, tripping over his words. I nearly felt sympathy for him, until I remembered what he was. Or rather, who he was.

"Y-you!" I managed to wrench out from my throat. I wheeled around to face him.

He was just another of those freakish changelings, but he smirked as he met my glare. I opened my mouth again to say something, but I couldn't think of what to say.

"What's that?" he said derisively. "Maybe you'll prefer… this instead?" And with that uttered, there was a flash of green, revealing a thin, wiry colt of pale, beige fur and neatly trimmed brown mane. He had a tilted smile, and he seemed to observe me. As I met his shrewd eyes with a gaping look on my face, he mockingly held up his hooves, peering through the square hole he had formed as if sizing me up to take a photograph, all while wearing that stupid little smirk.

"Featherweight?!" I was shocked, though I had no right to be. I should've guessed all along. And especially after his abrupt rage back in the Everfree Forest… Then another thought hit me. Had he been feeding off of Scootaloo's love all this time? I was horrified at that prospect.

"Oh no, I disposed of the real Featherweight years ago, just after your precious little pony wedding." He was grinning widely now, and I wanted to shatter that smile.

A dark, orange form near me twitched a little at his words. I knew Scootaloo wanted to cry out; she was obviously conscious but most likely in no fit state to voice anything.

It didn't matter; the changeling I knew as Featherweight shifted back into his original form, and turned toward Chrysalis.

His voice was lowered now as he said, "And now… I think you're ready for the final transformation."

I think every changeling in that room abruptly fixed their focus upon their flustered queen as they advanced toward her.

For once, I do believe Chrysalis, that hateful monster, was silenced. Her eyes flicked back and forth, and she was backing up rapidly. Her fangs retracted, and her shredded wings folded back.

"N-now—! Wait, I—"

And in one solitary motion, the entire race of changelings channeled their magic, a plane of blinding green light that slammed against the queen's body. It looped around her, squeezing tightly as it began to consume her whole being. For a full second, her form was outlined in a halo of pure magic, and then, just like that, it shattered into a thousand specks of flashing flecks. There was a roaring thunder shaking the cavern the entire time as the little pieces ricocheted and rebounded off the spiked walls. But when the last pieces of her faded off, only silence pervaded.

"Now then." Such a simple phrase, and yet it was weighted with the evils of eons. At that moment, a few changelings shifted and approached Scootaloo's immobile form.

"Our new queen," they whispered. I saw the filly pegasus flinch again. She tried to force herself to her hooves, but fell back down. I could see why. One of her wings was wedged beneath a hind leg, and it didn't move at all.

Broken, that's what it must have been. She seemed near tears, and for the third time that night, I did something I knew I would regret.

"No," I said simply.

The changelings seemed to pause in their advance.

"No!" I yelled, finding strength. My heart leapt about uncomfortably like it was trying to salvage what time it had left before it was too late. My legs wouldn't stop quaking the whole time, and my face twitched uncontrollably.

The changelings just looked at me for a second, before shifting their attention back on Scoots' limp body.

"D-don't you know!?" I was getting a little hysterical. "Sh-she can't! She can't be your queen!"

That got their attention alright.

"Why?" one of them challenged. "She's a pegasus, isn't she? I'm finding these earth ponies are frankly useless."

"Like Chrysalis," another laughed.

"She…" Forgive me, Scootaloo. "She can't fly.

"But me… I'm no earth pony…"

And I lit up my horn, allowing its pale aura to wash over the cavernous room. They seemed to hesitate, exchanging meaningful looks. Then, they began to surround me.

But I let them. After all, they only needed one queen, right? I'd be a sort of sacrificial lamb for a greater cause. My friends free. The hive saved. Really, it's all for the best.

I thought a lot about what Featherweight - no, that freak of a changeling - had said to me just before we all landed down here, during that split second before I made my decision. I guess he's sort of right, in a way. I did look down on them, all because I thought I had more of a future than either of the two, like I figured that made me the better pony.

But that's wrong, and I know it now. And I guess I was also feeling incredibly guilty and sorry about all the things I did, things that weren't nopony's fault but mine.

This thing that happened, though? Of course I wasn't to blame, but I think my actions and what occurred afterward more than make up for all the wrongs I committed. Sure, they'll never completely erase all my mistakes into some void, but in the end, it's all for the best.

And, well, the rest is history. You'll know of course, my darling, once you, too, have conformed your body. I'm sure you did things you regretted coming down here. But did you at least like my story?

Yes, it was very painful, but what isn't, these days? Sometimes I like to think back on my friends. I let them go, of course, after, well, all that. They simply weren't necessary. And I like the memories we shared. Our days of crusading were short-lived but quite fun. I enjoyed them quite a lot actually. Perhaps you too have memories of your own that you cherish?

Don't worry yourself now, being the queen of the changelings isn't all bad. You become a goddess to them, a mother. And you share this love, a love you'll never feel with anyone else.

I mean, I guess I miss my friends and family. It gets hard watching them wither way and die off. But you learn to harden your heart against such frivolities.

Did you rest that foreleg like I told you to? Yes? Good, good.

Now then, I think, will be the perfect time to complete my transformation…