Something Sweet to Bite Too

by Knackerman

Rating: teen
Tags: Rainbow Dash, Trixie, Horror, Fluttershy, Shining Armor, Gore, My Little Pony: Friendship is Magic, Dark, Zecora
Length: 51069

A sequel to Something Sweet To Bite that reveals the nature of the Candy Mare.

After the strange disappearance of everypony in Ponyville and half the population of Canterlot, the citizens of Equestria live in fear and uncertainty. A year passes and while Celestia tries to once again shoulder the responsibilities of the crown without her sister Luna by her side, the investigations into what happened and why have born little fruit. Rainbow Dash, the weather pony of the now ruined Ponyville, may be the key to discovering at last what happened to Luna, her friends, and her town. And perhaps what exactly it is the Candy Mare wants.

Candymare Cover Art by kvernikovskiy

Published 2014-10-11 14:20:02 UTC
Last updated 2014-10-11 14:20:02 UTC

Prologue

The light's go out, a hush falls, and the spotlight flashes on with a clunk. Without any further warning, a pair of ponies twitch aside the curtain and take to the stage, both dressed in formal evening gowns.

"Good evening everypony! My name is Twilight Sparkle!"

"And I'm Pinkie Pie!"

"We're here tonight because the author of our show wants to greet all of you warmly and thank you for giving our performance your time and attention. He's been working hard on this story for a few years now-"

"Not really, mostly the last few months. He kind of wasn't sure there needed to be a sequel. Even the best horror stories have them these days though, so why not?"

"AHEM! He's been working hard, but he's aware not everypony will have had the pleasure of experiencing 'Something Sweet To Bite', so they may not be prepared for what 'Something Sweet to Bite Too' has to offer. In that spirit, he has asked Pinkie Pie and I to help bring the audience up to speed since, arguably, we were the main characters of the previous story."

"Really? I thought it was the Cutie Mark Crusaders. Scootaloo, Applebloom, and Sweetie Belle played kind of a big part. Or maybe Fluttershy! She's the only pony who was in the story that didn't actually, you know, die."

"Pinkie Pie! No spoilers!"

"Why not Twilight? Isn't that what we're here for? Aren't we going to tell everypony what happened in the last story so they can be all caught up for the new one?"

"Well...yes actually, that is what we're here to do. But somepony might want to actually experience the first story before reading this one any further. If you feel that you'd enjoy this story more with the full background, we ask that you please exit the theater now. Don't worry though! Since we're beyond the fourth wall, as Pinkie Pie phrases it, we'll still be here when you get back. Bizarrely, we'll also be moving forward now for those that choose not to leave. I could write hundreds of research papers on the subject of the temporal anomalies created by this phenomena alone."

"Twilight..."

"Is the act of observation what causes time to move forward in this context? Or would time continue to move with or without the observer? Is it possible to perceive this chronological flux without being an outside observer?"

"Twilight!"

"Or does this reveal time just to be an artificial construct created by ponies to make sense of the laws of cause and effect? If these laws can be so easily bent by the mere act of observation, does this create or nullify the paradox of Star Swirl's cat? Maybe there's a book back in the Canterlot Archives that will..."

"TWILIGHT!!!!"

"What? Oh, ahem, right! Sorry! Sorry! Anyways, where was I? Oh the story! Time is actually an important element of our tale. The first thing you should know is this story takes place along what you would view as an alternate timeline. The first story was written before the airing of what, in your world, would be the final two episodes of season two of the My Little Pony cartoon show. As such, many of the events that happened in the show since then either never took place in our continuity or else occurred differently. For example, I am given to understand in your timeline I eventually became an Alicorn Princess! That, unfortunately, never occurred for us."

"And I never made a bunch of copies of myself using the mirror pool. Nope, nuh-uh, never happened. That would just be silly."

"Fun?"

"Shhh."

"What was that?"

"Oh nothing."

"Well anyways, as a result. the story is actually taking place sometime between what you would call 'seasons'. The second thing you should know is this story is tied up with the origins of the Equestrian holiday known as Nightmare Night, which I have been informed by Pinkie Pie would be considered analogous to another holiday called All Hallows Eve. It's the writer's love of this holiday that was the basis of both the first story and this sequel. What you might not know though is that, in the context of this story, how old the traditions of Nightmare Night truly are. Once upon a time the feast was held not out of fear of Nightmare Moon, but out of gratitude to Princess Luna. Over the years, after her banishment to the moon, ponies started to forget what the traditions were for and what they originally represented. Nightmare Moon became a boogie-mare that was used to playfully frighten fillies and colts."

"What started it all was a terrible tragedy that befell a little earth pony. It's an awful story and I can see where somepony's parents might like to make up another happier story to replace it. See, back in the old lands, before the different ponies came together and founded Canterlot, there wasn't much trust between the different tribes. Of course we eventually learned that it was only when we came together as friends that we could thrive as a society, those initial distrustful impulses weren't completely unfounded. The pegasi were warlike, looking for any excuse for a fight. The earth ponies were angry and discontent with their lot in life having to toil in the land for food. Then there were the unicorns, many of whom valued their own reflections more than the ponies who toiled and fought for them. One such unicorn was a real baddie by the name of Lemon Drop. You out there could kind of think of him as a diabolical Willie Wonka. He did all sorts of heartless experiments on earth ponies because he thought no pony would miss them. What was worse is he was mostly right. But one day one of his experiments back fired on him and instead of making candy for everypony to gobble up, the candy turned around and gobbled him up instead!"

"Thus was born into this world, the Candy Mare, a creature made from equal part confections and the tortured soul of a very damaged filly. This creature would be responsible for the disappearances and presumed deaths of countless ponies over the centuries. It was usually around the anniversary of her creation that she became the most active, and that night became known as Nightmare Night. Eventually the passage of time made many think of her as nothing but an old ponies tale, but still she was greatly feared by all. It was Luna who would eventually end her annual reign of terror and banish her into the earth. In so doing she not only freed her subjects from a very real threat, but also banished the terror that had hung over Nightmare Night itself. The annual evening that had become an object of fear was instead transformed into a feast to honor Luna and her bravery."

Buuuuuut... destroying the Candy Mare's body wasn't entirely enough to keep her down. What Luna did that stuck was to put the Candy Mare's restless spirit to sleep. Only by trapping her in dark dreams, and forbidding the creation of certain old world candies, could the Candy Mare's banishment stay in effect. So ponies from all over Equestria gathered up the forbidden treats and offered them to Luna for purification. Which in this case really meant destruction. This would later become a traditional offering to statues of Luna in her guise as Nightmare Moon. Which I always thought was kind of weird, why have statues of somepony everypony was afraid of, right? What was also weird was how the Cutie Mark Crusaders kind of completely ruined everything. They made a bunch of the forbidden sweets to try and cheat at a bet they had made with Silver Spoon and Diamond Tiara."

"To be fair, no pony remembered that these old traditions of sacrificing candy to statues of Luna, wearing costumes, or keeping jack-o-lanterns lit were meant to protect us from the Candy Mare. So what should've just been an instance of youthful ingenuity quickly snowballed into an episode of terror and death. Pinkie Pie, with her oddly suspicious knowledge of old legends and the contents of my library-"

"What can I say? My Granny Pie liked to tell stories and inspired in me a love of reading. I also know how to use the Derpy Decimal System."

"Arggh! Pinkie Pie suspected something bad would happen all along and we acted how we thought best to neutralize the threat. Sadly this wasn't before Applebloom and Applejack were killed. They were the first, but unfortunately not the last. In time the entire town succumbed to a curse we hadn't anticipated. Nowhere had anypony said why the candy was forbidden to be made or eaten, just that it was so, and we assumed it was purely to keep the Candy Mare from coming back. Instead it turned out the sweets were themselves cursed, and any pony who ate them would become a candy pony as well."

"Finding that out was kind of my bad. I thought that the only logical way to deal with candy was to, you know, eat it! What faster way to make it disappear than gobbling it up? I don't know how you deal with cursed candy in your neck of the multi-verse, but it seemed like an obvious solution to me. It didn't taste that bad either, even with it being a little bloody."

"Yuck! Pinkie, that's gross! Though I suppose that if the audience can't handle that, they probably shouldn't bother with either story. They both contain extreme violence and gore and may not be appropriate for fillies and foals. While I'm quick to point out the intrinsic literary value of any story that is well written, even I'm not sure that 'Something Sweet to Bite' or it's sequel hold any real literary value."

"Geez, Twilight, easy. It's just fan fiction. It's not meant to be taken seriously. This is what I keep telling you, it's the same at my parties, you need to loosen up! Live a little! Shake your pony thang!"

"Hehe...maybe Pinkie, maybe. I guess it's a little hard for me to remember that these stories aren't real sometimes. Anyways, all of Ponyville was eventually destroyed. To everypony outside of Ponyville it was like the town and it's populace just disappeared over the course of a single night. The only Ponyville resident left was one who hadn't been there that night. A rainbow maned flyer who had been invited to a Nightmare Night party in Cloudsdale that the Wonderbolt's were said to be attending. Our story follows her, almost a year later, and the new adventure that awaits her."

"New nightmare more like it..."

"Pinkie Pie, no spoilers!"

Rainbow's Dream

It's time. I've been having nightmares ever since my friends disappeared. Have you ever had someone in your life that you took for granted? That you knew was important to you, but didn't realize just how important until they were gone? Multiply that by five. Given how shook up I was, nightmares weren't really a big surprise, but the dreams I've been having have been getting worse lately. More vivid. More painful. That last part really doesn't make any sense to me. Sometimes you dream that you can smell or feel something, sure, but I've never felt anything that hurt this bad that didn't end with me waking up on the floor. The dream starts innocently enough.

I'm in Cloudsdale, just like I was that night, having a blast and partying with the other Wonderbolt hopefuls. Who wouldn't want to rub pinfeathers with the best flyers in Equestria? For that matter, who was I to deprive them of the one and only Rainbow Dash? But, just like that night, a pang of guilt makes me think about all my friends back home. Which in turn makes me glance out across the star choked sky and search for the lights of home. That's when I see it, and every time it makes my heart drop into the pit of my stomach. Ponyville is burning. This is where the dream changes from just being a dramatic replay of memory, because in the dream everypony is cheering and stomping their hooves like this is the best thing that could possibly happen. Everypony is smiling and, as I gaze in horror on the bonfire that was a town, the stars are blotted out by the rising smoke. Only the moon remains shining through the haze. A thin sliver of a moon, like a crimson smile in a hellish cinder choked sky.

Without realizing I've even taken off, I find myself flying over Ponyville. Once I realize where I am, my first thought is always "this time it will be different. This time Rainbow Dash, Ponyville's own weather pony, is here to save the day!" Though no matter how fast I fly, no matter how high or wide I search, there's never a cloud in the sky. Just smoke and that ever smiling crescent moon. I couldn't make it rain even if I wanted to, and meanwhile all the little rivers and streams that exist around Ponyville in the real world are bone dry. As always, I find myself growing tired, my wings drooping as I search in vain for a pond, a puddle, or even a bucket of water. As always I find myself dipping closer and closer to the flames. The fact that I can't feel any heat from the fire doesn't surprise me anymore, so I land without much alarm. It's weird how dream logic works, where the fantastical can seem common place, and the mundane bone chilling. Still, as my hooves settle into the ashes of Ponyville I can never truly prepare myself for the shock that awaits me. Everypony is here. There goes Cheerilee, leading a troupe of skeletal children into the blazing schoolhouse, each of them barely more than a collection of blackened bones and sinew sitting at crumbling desks. The bell rings dully as other children gather in front of a blood smear blackboard for class. Further on, the market is busy with activity as the charred remains of customers haggled over the price of withered goods, their grinning skulls making it difficult to read how their bargaining is progressing. Lyra, another familiar pony, sits stoically upon a park bench as flames dance in what is left of her mane and slowly consume the right side of her face.

Ashes rise all around me, sweeping into the smoke choked sky like a reverse snow storm. Cinders tumble across my path as I walk the smouldering streets. The last time I had walked the streets of Ponyville, in the real world, day had already dawned and the ashes were already cooling. Though a few clouds of smoke had lingered, the fires had all long since burned themselves out. Yet in my dreams, in these nightmares, the town is always burning. The citizens of Ponyville, though all missing and unaccounted for in the real world, go about their business as if nothing at all has happened. As I keep walking through the flames, many of my friends and neighbors burn, trotting merrily along the paths and byways as their hooves leave little puddles of melted hoof behind. What always hits me the hardest at this point is the smell. I don't remember actually having much of a sense of smell in my other dreams, before the nightmares, but here the scent is like a buzz-saw on the sinuses. The smokey, sweet stench of charred corpses fills my nose to the point that the stink will haunt me long after I wake up and these images fade to memory. In the full grip of the nightmare, as I am now, the nausea I feel is overwhelming.

Even though I feel myself crumble to my knees, I am still pulled unwillingly through the dream Ponyville, the scenery changing around me. As I look up, dizzy with the sense of displacement and the reeking odor of death, I pass familiar faces. They are the same faces every night now. Here's Sweetie Belle and Scootaloo, playing jump rope with a filly who's drenched from head to hoof in some sticky brown goo. The 'rope' is made of their own broken and twisted limbs, tied together in horrible knots. With each hop over the rope, a little of the sludge drips off the third pony, and it's only after a pink bow pokes through that I realize she's Applebloom. Her sister Applejack is never far away, impaled on a fence post like some obscene carousel pony, the sharp stake jutting out of her gaping mouth. She looked as though she had been skinned alive and half eaten, but is equally as drenched as her sister in caramel colored gunk. Further along is Rarity chatting amiably with Spike. Her white coat is charred black and flaking, a thick bloody goo dripping from beneath her peeling skin. The baby dragons face looks like it's been scooped out, a gooey hollowed out cavity like an empty bowl where a smile should be. The frightening images don't stop as I round a corner and find myself in the middle of a dance of the dead, ponies in various states of death and decay undulating their ruined bodies to a slow but steady beat. On stage, DJ Pon3, a celebrity who had disappeared along with the rest of the citizens of Ponyville, performs despite the fact that shards of her trademark sunglasses are jammed into her empty eye sockets.

The nightmare changes, and at last I find myself at a familiar door. All the horror and nausea the rest of the dream had inspired is nothing compared to the dread that grips me every time I see that terrible door. The town library blazes like a Hearths Warming tree, its skeletal branches blossoming with flames. It looks exactly like it had that day after Nightmare Night, the day after my old life had ended, gnarled leafless limbs clawing the sky. The door creaks slowly open and, just like its exterior, the interior of the library is a roaring inferno. It's heartbreaking to see the shelf of the "Daring Do" series I had once borrowed from Twilight Sparkle burning just as brightly as all the rest. As always, that feeling seems to conjure my old friend into life. Twilight, impossibly tall in my nightmare, is the worst blood dripping horror I have seen so far. Visible bites are taken out of her all over her body, her intestines trail across the floor, and her jaw hangs by a loose thread. Her eyes, bulging and blood shot with pain, lock onto mine and I can't suppress a whimper. Part of me hopes I haven't wet the bed. Again. It doesn't help that not all the guts being drug across the floor belong to this walking corpse of my long lost friend. Beneath me the soft bits and pieces that had once been Pinkie Pie slip and slither in a living carpet, writhing back and forth in the throes of a death that never comes. I'd rather not describe how I know it's Pinkie Pie. Lets just suffice to say that the high pitched giggles and the texture of her tongue have grown all too familiar.

I feel my mouth open in a soundless scream, every fiber of my being wanting to be somewhere else, anywhere else as Twilight reaches out to touch me. I close my eyes, unwilling to watch. I don't want to look, she can't make me look! The laughter that floods the dream is deafening, it's only then that I feel the heat of the flames, feel my skin peeling and bursting as the juices beneath my flesh turn to steam and bubble out of my pores. I won't go through this again. It's time. I have to wake up. I will wake up!

Rainbow Dash sits bolt upright in her bed. She hugs herself, panting for a moment before punching the wall by her nightstand. It's less satisfying than she would like. Like the rest of her house the wall, after all, is just made of cloud. "Again. It's bad enough it's happening every night, but now I can't even take a nap!?" She gave a little pulse with her wings and shot out of bed, leaving her twisted up blankets behind. She shook her head to try to dislodge the last dregs of sleep. The fear and horror melted away along with the feeling of burning, but the stench of smoke and rot would linger in her nostrils until she had the chance to get out and really spread her wings. She glanced at the letter on her night stand. Exhausted though she was, she'd have plenty of time to clear her head and get some fresh air in her lungs on the flight to Canterlot.

It had been almost a year since she'd last seen Princess Celestia. Rainbow Dash didn't know what her monarch wanted from her, but Rainbow Dash was always ready to serve Equestria. She had to be, if she was ever going to make up for failing Ponyville so miserably. That dark thought almost drove her back into her dreams. Truth be told, if it weren't for the nightmares she'd sleep as much as she could. Not because she was lazy or even really because she enjoyed it, like she used to. She just wasn't very happy with the way her life had turned out lately. She didn't understand it herself, but she knew she wasn't happy and she just wanted to get away from herself. She'd never admit it, but she was struggling with emotions she didn't quite know how to process. She wouldn't put a name to it herself, of course, but right now the main thing she felt was self-loathing.

Trying to block out darker thoughts, she instead mused about the nightmare she had just awoken from. Thinking about her bad dreams, she realized that there was something different about it this time. Usually after she roasted alive, her friends wouldn't take long to gather around her. That's when they'd start doing much worse things to her, stuff she didn't really want to think about right now either. This time though, maybe the dream would've ended differently. Maybe this time she would've just died and been able to join them. It'd be nice to be with her friends, even if it meant being dead. But it was day dreaming like that which cost pony's their lives. Over the last year she'd done her best to become a more serious pony, a more dependable pony. She often found herself wondering how Applejack or Twilight would handle a situation. Sadly, they weren't around anymore. Rainbow Dash was.

So no longer did Dash slack off on her work, often taking longer hours than any other weather pony, despite the fact there was no one in Ponyville anymore to really appreciate her effort. Privately Dash worried she only did this to stave off sleep for as long as she could. Everypony else worried she was working herself to death trying to make up for one night of inattention, the one night when Ponyville needed the fastest flyer in all of Equestria, and she wasn't there. Last Nightmare Night, when Ponyville had burned almost to the ground. But dwelling on her thoughts wouldn't help her get to Canterlot any faster. After a quick breakfast, she stretched her wings and stepped out her front door. A black smudge spread below her, crumbling timbers poking up from the earth like broken teeth. This was all that was left of Ponyville. The grass was brittle and yellow as far as the eye could see beyond the dark reminder of her failure. The few trees spared the flames were weak and sickly, their leaves already long gone instead of the more seasonal displays of brilliant scarlets, golds, and oranges. The pumpkins should've been being harvest around this time of year for pies, cakes, and jack-o-lanterns. The apples, corn, and hay should've all already been harvested too. It ought to have been cider season, or at least the tail end of it. But not much grew around Ponyville anymore. Any farmers that moved in to try and cultivate the land had a hard time getting anything to so much as sprout, let alone thrive. They usually ended up leaving over night, gone without a trace. This land really didn't need a weather pony anymore, Rainbow Dash thought to herself. But how could she leave?

Everypony back home had said that Dash should just move back to Cloudsdale, or to Manehattan, or anywhere but stay floating above a daily reminder of all she had lost. Rainbow Dash wouldn't dream of it. Partially, she knew that this was a form of penance. More than that though, as her nightmares got worse, she needed badly to see Ponyville in the light of day. Heart breaking as it was to see Ponyvvle like this, she needed to see that the fires had long since burned out. That the dreams were just that. The product of a sad little pony's mind and nothing more. It was a glorious day. Rainbow Dash knew, because she had scheduled one. She could see Canterlot glistening on the mountainside in the distance, the sun hanging pendulous over the horizon bathing it in hues of bronze.

With a sigh, Rainbow Dash spread her wings, "I guess it's time to get started."

Shining

Canterlot had changed a lot over the past year. Where once the streets had bustled with the upper crust of society, and those that envied them, now instead a guard could be seen on every corner. As Dash had flown into town she had seen what looked like an entire legion spread across the rooftops and gazing out from under awnings. There was no skulking in shadows here, the guards were clearly meant to be a comfort for those left behind, and a threat to those who had taken their lost citizens. Despite this, the azure flyer could tell that they were all on edge, citizens and soldiers alike. Even in broad daylight, what was left of Canterlot society scuttled quickly from building to building, as if the very idea of being caught out in the open was a terrifying prospect. It was supposed to be Nightmare Night in a couple of days, but there was none of the festive cheer she remembered from years past. A few half-hearted decorations hung in the front windows of what shops that weren't boarded up and abandoned. Rainbow Dash half suspected the cobwebs she was seeing weren't really decorations at all, but the result of hasty abandonment and no one left behind to dust. A particularly grim thought seized her as she passed a window with a pony skeleton grinning in the darkened window. Was it really a decoration, or had things gotten so bad that they weren't even bothering to clean up after the dead?

She tried her best to dispel such grim thoughts as she drew near the Palace. If she flew up grim faced and haunted eyed, she might be mistaken for a pony who was a threat to the Princess. Fortunately it seemed the guards on the palace gate had been expecting her. They lowered their lances and let her pass without challenge as she came in for a landing. A white unicorn, dressed in the livery of a captain, greeted her saying, "Rainbow Dash, Princess Celestia extends her greetings and heart felt apologies for not being able to meet you herself. The Princess is busy coordinating the sunset and moon rise. If you'll follow me, I will show you to the quarters where she will receive you." He turned abruptly, and began to lead the way up the stairs to the main hall, all regimental precision and accuracy. Rainbow Dash didn't have much of a choice but to follow close behind.

"If you don't mind me asking, what exactly is this all about?" she queried as she trotted to keep up as they moved through the Palace halls. "The Princess's letter only asked for my presence and didn't really say much else. I've kind of got a busy schedule and I don't like leaving my post anymore than I absolutely have to." Not that it mattered much anymore, she had to admit bitterly to herself. Even Sweet Apple Acres had gone fallow, the once regimented and ripe fields given over to a tangle of scrub and weeds between untended trees. Watching a crop of apples fall rotten to the earth hadn't done much to lift her spirits when apple bucking season came and went.

The blue maned unicorn looked back over his shoulder, "I'm afraid even I am not privy to everything the Princess desires, miss. As busy as she has been over these past months, however, I'm sure she wouldn't schedule something frivolous when she could be seeing to the needs of the citizens of Equestria." Saying this, he lead Rainbow Dash out a wide set of double doors and through one of the gardens towards a few distant towers. It seemed Celestia wasn't going to be receiving her in the Palace proper.

"No of course, I didn't mean to imply this was a waste of time or anything like that..." Rainbow Dash's voice trailed off as her eyes fell on the crest her escort had on his flank. The emblem of his cutie mark looked familiar. In fact, Dash realized that there was something very familiar about this stallion in general. It occurred to her that this was probably the longest conversation she'd had with a cute colt, let alone anypony else, in months. She felt like she ought to be nervous, but there was something almost comforting about his presence. "Hey, do I know you? I mean, have we met before?"

His perfect step faltered at her question, but instead of answering right away he quickly lead her down one of the winding paths and into a nearby ivory tower. The interior seemed to be a large library, much larger than the one back in Ponyville. "I don't think we ever met formally," he said at last, removing his helmet. "My name is Shining Armor. This tower we're in now has been in the care of my family for many generations. I believe you were a close friend to its previous occupant. My younger sister Twili. I mean,Twilight Sparkle." That was it! How had she not noticed it from the start? Sure he was a much larger pony, and his coloration was different, but he carried himself much as Twilight had. He even spoke the same way, though Dash had just thought that a result of living in Canterlot.

"You're Twilight's brother!? Oh my gosh! Twilight never told us she had a brother!" Dash flew excitedly around the unicorn. "And you're the Captain of the Guard too? Oh wow, it's great to meet you!"

Shining Armor chuckled, "And it's a pleasure to meet you as well, Miss Rainbow Dash. Though I had hoped when we met it would be under happier circumstances."

Rainbow's wings drooped a little and she landed gently on top of a nearby stool. "Yeah, I hear that. Things have been pretty rough all over. If you don't mind me asking, how are Twilight's folks holding up?"

"Better with time," Shining said with a heavy sigh. "When it first happened they were as distraught as everypony who had lost somepony. Mom seems to have found some measure of solace with her work. Her research team has been analyzing soil samples brought back from around Ponyville for the Princess. It's been slow going, especially with the continuing disappearances, but she says her research has proven invaluable. They're close to uncovering not only the cause of what happened last year, but perhaps what happened to the Canterlot citizens as well, or so she thinks. Father..." The unicorn shifted uncomfortably, "he hasn't given up hope that Twilight will just bound back into our lives, as if she's just off on some grand adventure and will be home any day now. I wish I shared his confidence, but I worry that it might be unhealthy for him at this point."

Dash nodded. It was an incredibly seductive thought that Twilight had somehow saved everypony in Ponyville by casting some incredible spell only she would be capable of at the last possible minute. She had been the Element of Magic for crying out loud! If any pony could, maybe zap everypony into some other dimension or shift them forward in time or something, it'd be Twilight. For weeks Rainbow Dash had thought something just like that must've happened. Now though, she knew she had probably just been trying to distract herself from her own grief and shame. Dash was angry with herself for giving up on Twilight like that, but when the days started stretching into cold and lonely months, she had to come to terms with the fact everypony might not be coming back this time. Instead of dwelling on that, she said, "It's good to hear they're doing alright at least. Until we know for sure what happened, I can understand wanting to hope," Dash's voice faltered and she gave herself a little shake. She wasn't going to dissolve into tears today. Not in front of Twilight's brother. "I can understand wanting to hope for the best, you know? But sometimes you have to prepare for the worst."

"Agreed, Rainbow Dash. Most regretfully agreed," said Princess Celestia as she strode into the tower. The gloom that had descended over the pegasus and the unicorn almost, but not quite, melted away as they bowed low before their monarch. "Come, come, there's no reason to keep up appearances here. I consider you both loyal and trusted friends, do not bow when we are in private like this." There was a slight trace of annoyance in her voice, though it was drowned beneath love and understanding. As Dash rose she could see that Celestia looked exhausted. Though she was still radiant and her glow literally lit the room, there were wrinkles around her eyes that Dash didn't remember being there before. The monarchs feathers were slightly ruffled and her mane seemed less lustrous than she recalled.

"Forgive me, your majesty, I meant no offense," said Shining Armor hastily.

"Ditto, what he said your highness, er, your majesty." With a tiny twinge of fear, Rainbow Dash realized she had been dreading this moment. She hadn't actually had to directly interact with Celestia since Ponyville had burned to ashes. She had always half expected to go to sleep one night and wake up in the dungeons beneath Canterlot. Dereliction of duty, she had heard, could carry some steep penalties. But worse than that was the thought of having to face Celestia like this, away from the crowds, away from her duties. She had to at least partially hold Dash responsible for what had happened, for her not being their in Equestria's hour of need. Dash could see the grief that weighed Celestia down like an invisible sheet of lead. Grief that Dash felt responsible for, even if by some miracle the Princess didn't. Yet, Celestia still considered her a loyal friend? That eased Dash's thumping heart a bit, though she still found she couldn't shake off the tension of the moment.

"I'm sure you're wondering why I called you both here. As you may have already guessed, from the secrecy I have employed, it regards matters that are dire to Canterlot. No, rather to all of Equestria." Neither pony would dare to interrupt. "As you are already aware, my sister Luna, and a sizable chunk of the population of Canterlot along with the entire population of Ponyville disappeared last Nightmare Night. There were many who thought, at the time, that Luna had resumed her persona of Nightmare Moon and spirited part of the citizenry away for some nefarious purpose. Some even going so far as to suggested she had devoured them in some obscene gluttonous ritual to regain her dark powers. I have never believed this, nor can I ever think that my sister would be capable of such evil. Nightmare Moon sought to bring about eternal night, this is true, but she wanted to rule the ponies of Equestria, not destroy them. While my advisers have suggested I should not rule out my sisters collaboration with a third party, I consider her as much a victim in this as the rest of the missing."

Celestia moved gracefully to a telescope and gazed through it at the moon she had recently raised. Giving the nod of a craftsman admiring work well done, she continued, "Others in the remaining nobility have begun to look outside for a cause of the disappearances. The oldest are pushing for war with our neighbors outside of Equestria. Such a war would be as costly as it would be pointless. The younger nobles would prefer we impose some sort of sanction on their suspected perpetrators, but I fear they're only considering their own potential personal gains in this time of crisis. Though I must listen to both parties daily hurl accusations and demands, I fervently believe that this is an internal problem that does not involve an outside force. At the very least, not one that would require an act of war or a breaking of treaties." Celestia gazed at Dash and Shining, her face stern, "However, make no mistake. I do believe we are under attack by a creature or creatures of terrible dark power, who intend great harm to Equestria and it's citizens. I also believe that my sister, Luna, is likely the key to both understanding and undoing their dark plans."

"Pardon me, your majesty, but we've never found any evidence that supports what you're saying. There were never any signs of a struggle being put up by those who vanished here in Canterlot," said Shining Armor, as tactfully as possible. "Granted there was not much evidence that could be gathered from Ponyville after the fire, but here in the city there were no signs of forced entry and no witnesses. I admit we have continued to lose more citizens both here and in the countryside around Ponyville since then, but the number of refugees reported in neighboring towns and cities go some way to explaining where a few of our wayward citizens may have gotten off to."

"But not enough to account for the vast majority. Such is their power captain," intoned Celestia gravely, "We may be dealing with forces that go beyond the physical and magical worlds. It is possible we are dealing with something truly supernatural in origins."

"What, you mean like ghosts and stuff?" asked Rainbow Dash, trying to hide the sudden thundering of her heart with brash words. "That's foal stuff. Old pony tales. Nopony really believes in ghosts!" She paused, the tower seeming to her ears to have grown eerily quiet, "Right?"

"Ah, but what if the 'ghosts' believe in you, my poor, simple pegasus?" asked a haughty voice from the towers entrance. Another unicorn, dressed in resplendent if mildly tattered robes and matching hat entered the room. Her purple cloak was covered in sparkling stars, though here and there the stitching had torn allowing one or two points to droop. The flashy costume was bad enough, but the thick leather bound book that poked out of her saddle bag was almost too much. She might as well have had the word 'wizzard' stitched onto her hat. "But the Great and Powerful Trixie agrees that there is a more likely explanation than ghosts!"

"Trixie!? What are you doing here!?" shouted Dash in genuine surprise.

"I invited her," said Princess Celestia simply. "Trixie Lulamoon may not be as great as she boasts, but she has been assisting me with research that I fear, were I to attempt to conduct on my own, would not have been accomplished for some decades. With...with my most faithful student among the missing I needed to reach out to another pony devoted to the study of magic. The last few months have been hard on all of us, but I believe we are drawing close to the answers we seek. My new apprentice may be brash, but she has been indispensable to me."

"Hmmph, Trixie is still of the opinion that it was likely all a spell cast by your amateurish 'most faithful student' that backfired and caused all this in the first place. If it weren't for her we likely wouldn't be in this mess right now," said Trixie with her nose in the air. Under her breath she added, "On the other hoof, it beats busting my flank on the rock farm."

"Twilight was twice the unicorn you ever were Trixie!" shouted Dash, her wings flaring angrily. "And a hundred times a better pony!"

"Careful, Miss Lulamoon," spoke Shining Armor, purple sparks flickering around his horn, "That is my sister you're talking about."

Trixie flinched, but only for a moment, and then resumed her posture from before, "Trixie was merely trying to lighten the mood. Trixie extends a most heartfelt and magnanimous apology if either of you are so easily offended."

"Thank you, Trixie. I'm sure that will be most appreciated while you and your companions are in the field," said Celestia with a rueful smile.

"Whoa, whoa, time out. What's all this about working in the field?" asked Rainbow Dash, still agitated by Trixie's accusations and subsequent non-apology. "No offense, Celestia, but I've got a job. We both remember what happened the last time I took a day off."

"I have to agree with Rainbow Dash. As you know, the coordination of the Royal Guard is a time consuming job. Even now, I believe I'm late for a meeting with my subordinates in the Night Guard," said the noble unicorn as he took out a small pocket watch.

"You and I both know that the Night Guard has suffered the most, either through desertion or darker reasons, over the past year. There's barely a Night Guard left to speak of, and in two days time I fear nothing you could say to them will matter anyway," said Celestia, gazing wistfully at the moon "We may all very well be dead." The stunned silence that followed the Princess's grim summation lasted for a full minute before she continued. "The force I fear we are up against is one of the most twisted and brutal I have known in all my long years of life. It has not been this powerful since it first surfaced, and I believe that it went after my sister specifically so that there would be no way to stop it." She turned now and looked at Rainbow Dash directly. "One of my greatest regrets about my sisters banishment is that even after you and your friends returned her to her old self with the Elements of Harmony there was still a gulf between us that only time and patience could mend. Time that has been stolen from us as surely as our lost friends and relatives. I wish fervently that I had the chance to speak with Luna now about the entity I fear we are about to face."

"What her majesty is trying to say is that Trixie, in her magnificence, has come across the most likely source for all our woes. Hold your applause, please," said Trixie, pausing in case there were going to be any applause before continuing. She was only mildly annoyed that none seemed forth coming. "*Ahem. Anyways, by combing over ancient tomes of truly obscure arcana, Trixie has been able to identify bits and pieces of what Trixie believes to be an ancient ritual that predates the founding of Equestria! You didn't recognize it in your fruitless searches for evidence Captain Armor, because your untrained eye did not know what to look for! Don't feel too bad, however, my unfortunate Captain of the Royal Guard, for the spell work involved is subtle and powerful in the extreme! It effects the very soil of the earth, tainting and robbing the soil of its life. Fortunately it is only able to be worked on a single night of the year, when the stars are in proper alignment with the axis of our world. That night enshrined by more simple ponyfolk as Nightmare Night."

Celestia continued where the more flamboyant Trixie left off, "The spell in question, or a side effect of it, could be what is responsible for the disappearances. If this is true, then there's still time to reverse the curse on the night of the alignment. If we are to stop another catastrophe, worse than what befell Ponyville, we must be prepared to act within the coming days. But to be prepared, I need a small team to escort Trixie to Ponyville where we believe the ritual was first performed and the most sacrifices were taken. It is my hope that while exploring the ruins there that we will find a way to undo the spell work and finally find out what exactly happened to all our lost loved ones. It may be dangerous, but with Shining Armor's talent for shield spells and Rainbow Dash's intimate knowledge of Ponyville's layout, it is my hope that we will succeed before our time has run out."

"Why now? If something terrible is going to happen in just two days, why are we only just now getting started?" asked Rainbow Dash, still trying to process everything she'd been told.

"Well lets see how quickly you can translate high unicorn into the modern vernacular using nothing but some smudged old scrolls and a few runes inscribed on broken stone tablets!" shouted Trixie in a huff. "It might take the Great and Powerful Trixie, an accomplished practitioner of the magical arts, a mere year but Trixie is sure you'd have no trouble translating a dead language in ten seconds flat!"

"If this is truly your will Princess, I can have a squad put together and ready to deploy tonight," said Shining Armor, donning his helm. "There's no reason for us to waste a moment of our time-"

"No!" shouted Rainbow Dash, louder than she had intended. The others stared at her, surprised by her panic. "That is, erm, no, it wouldn't be smart for us to search at night. We might miss something important in the dark. Besides, it could be dangerous. Wild animals from the Everfree Forest are much more active at night and their range has expanded with Ponyville gone. Heading out there tonight, we might as well coat ourselves in ketchup and mustard ahead of time."

"Trixie supposes she may need time to prepare cantrips and scrolls for when we arrive," said Trixie doing some quick calculations in her head before looking up. "And Trixie does value her beauty sleep. Yes, we should start at dawns light at the earliest!"

"Very well," said Shining Armor, "Permission to prepare for the mission to Ponyville, your majesty?"

"Permission granted, Captain. I regret I will not be there to see you off in the morning, but somepony has to raise the sun." said Celestia, rolling her eyes. "Trixie, you are dismissed as well. Do try to get along with everypony. Please?" Trixie and Shining Armor both bowed low before exiting Twilight Sparkle's former dormitory. "Rainbow Dash, a moment before you leave."

The pegasus swallowed hard. This was it, the moment she had been dreading. Alone with the Princess, the tension she felt made her stomach lurch. She fidgeted under Celestia's gaze, "Y-yes your majesty?"

"I couldn't help but notice your discomfort when it was suggested that you and your companions explore Ponyville tonight. You presented many good reasons as to why the mission should wait, but I feel that you were less than forthcoming with your true reasoning." Celestia moved closer to the tiny blue flyer, her eyes gentle. "Tell me, has your sleep been trouble as of late?"

For a moment she considered lying, but this was Celestia! The kindness and understanding radiating from her eyes made Dash feel ashamed for even considering it. "M-maybe," tears welled up in Rainbow Dash's eyes unbidden as the word choked out of her throat. She hadn't wanted to tell anypony, afraid that they would realize how badly she had cracked up. Part of her thought that she'd be buying herself a one way ticket to a nice padded room and a cozy straitjacket. It was only now she realized how desperately she needed to tell somepony, anypony, just to get all the horror off her chest. "In my dreams, Ponyville is burning. It's always burning, but it's the middle of the night and there are things...ponies, my friends moving around in the flames. It's just so terrible. I know it's just a nightmare but it feels so real when I'm having it. I'm terrified of falling asleep. I work as hard as I can to stay awake as long as possible without sleeping. I just don't think I could handle going to Ponyville tonight and maybe finding out it was real. I know that sounds crazy, it can't possibly be true, but you guys were talking about this maybe being a supernatural problem and the nightmares just never let up. The things I've seen in my dreams aren't something I could bear to live through while I'm awake too."

Celestia drew her wings around the crying pegasus and nuzzled her mane comfortingly. "Shh...it's alright my child. I know of the terror that you speak of, for I too have shared these nightmares."

"R-really? But how?" asked Dash, wiping the tears from her face with her hooves.

"Of that I am not certain, but it is not just my work that keeps me in this state of perpetual exhaustion. Like you, I dread sleeps embrace and find no comfort there. I too dream of Ponyville burning, of terrible fates for it's citizens, and for my own faithful student and her friends." Celestia brushed one last tear from Dash's eyes with one wing, and let the single droplet run along the edge of her feathers to the waiting floor. "I choose, however, to take one small comfort in that terrible dream. Though I can raise the moon as well as the sun, Luna possess other gifts I have never been able to emulate. One such gift is her ability to walk through other ponies dreams. I choose to believe that these nightmares, horrible as they are, are her cry for help. That means my sister still lives. I believe that it is only the entity that holds her that twists the dreams she sends into such terrible nightmares. I have sought to find other messages from my sister hidden among the nights terrors, but so far my efforts have been in vain."

"Do you really think it's Princess Luna trying to contact us? If she's alright, do you think that means, maybe the others are still okay too?" asked Rainbow Dash, a flicker of hope behind her tearful eyes.

"That I do not know, but we will find out. I will tell you something I have not told Shining Armor, Trixie, or any of my other advisers. It is my hope that if we can find traces of this ritual, we may also find the trail of the one who took Princess Luna. Fate willing, she will be safe, and we can free her from whatever tortures she has had to endure." The serious look on Celestia's face melted away as she saw the worry working it's way back into Rainbow Dash's eyes. She smiled comfortingly and said, "But fret not about that just now. The night is long and the quest that lies ahead is fraught with peril. You should accompany me on my nightly rounds. I would certainly welcome the company and we can stave off sleeps dread embrace together. Perhaps while telling stories to one another of our lost friends over a few cups of warm cocoa?"

"That actually sounds really nice Princess," said Dash, brightening, "Count me in!"

Sweet Tooth

Fragrant grasses scented the night as a soft breeze carried the delicate bouquet of autumn across open fields. The nights seemed darker this close to the Everfree Forest, but that didn't matter to the creature that drug itself noisily through the overgrown fields. There was only one sense driving it, and it had little to do with vision. Something in the distance called to it. Something it found impossible to resist. Something sweet. The nights were getting longer, getting colder. Two ponies had lit a small campfire for warmth and it's crackling light shone like a beacon in the distance.

"Do you hear that brother? Something's out in the fields," said one worriedly to the other.

"Relax brother, it's probably just some little woodland creature foraging for a bit of sustenance. Pay it no mind," said the other confidently.

Moving faster now, the creature flew across the face of the earth, moving swiftly towards the sound of voices. A low farmhouse stood, worn and ramshackle, just beyond the firelight. Only a few feet away from the ring of light the creature collapsed with a whimper.

"There it is again brother, closer this time," said the first voice, as nervously as before. "It sounds too big to be a little woodland critter. Don't you think we should make sure it's nothing too big to be foraging for, say, a pair of ponyfolk?"

"Suit yourself. If you want, I'll have a look," the second voice responded. "Care to make a wager? I'd be willing to bet it's nothing more than a teeny, tiny, bunny rabbit making all that ruckus." A sudden brilliant green glow sprung up from the owner of the second voice, the illumination emanating from the unicorn's horn. He began to walk into the fields and almost immediately stopped. Something lay among the grass, dark in the verdant light.

"I think I'd be willing to take that bet brother," said the first voice with a shade of triumph. "That doesn't look like any bunny rabbit I've ever seen!" A second green glow came to life as the other unicorn's illumination joined the first, his horn literally shedding a bit more light on the situation.

"Why I do believe it's a pony! A mare if I'm not mistaken, and a pegasus at that! She looks exhausted. Come closer brother so we can get a better look at her. I think she's trying to say something."

Indeed the pony was mumbling something under her breath. It sounded like, "Hungry...please....help me. I'm so hungry...give me something. Something..." The first unicorn, the older brother, leaned in to hear her better. "Give me something sweet to bite!" The pegasus lunged at the unicorn. Her teeth clipped empty air where his throat was but only a moment ago. Back-peddling as quickly as he could, the mare would've gotten the unicorn with her second bite, had it not been for a sudden mountain of muscle appearing almost miraculous to intercept her. A massive red stallion, the cutie mark of a green apple half adorning his flank, grimaced as the yellow pegasus dug her's teeth into the flesh of his shoulder.

"Back, back you ponyfolk! Those teeth of hers are no joke!" Another pony, this one with its features hidden beneath a brown cloak strode into the firelight. The brothers looked at one another, not sure what to do. "Unless you too want a painful bite, withdraw, fall back and move out of sight!." The unicorns backed away slowly from the earth ponies, making sure to keep them between themselves and the pegasus that had attacked. The stallion held her tightly as she struggled to break free. Without missing a beat, the shrouded figure moved swiftly toward the pair and withdrew a vial from the lining of her cloak. Unstopping the cork with her teeth, she slipped the end of the vial between the crazed mare's teeth and poured its glowing contents down her throat.

A scream pierced the night as the pony opened her mouth to gag and spit. The pegasus writhed in the earth, convulsing violently as she spat up wet, unidentifiable chunks of dark matter. As suddenly as the convulsions had started, they ceased, and the small yellow mare lay bloody mouthed in the dirt. The cloaked figure paid her no heed, however, moving quickly instead to the stallion's side. Using a pair of forceps and tweezers she operated swiftly, removing something from his wounds, before pausing to say, "This will only get worse. It is the night that brings out her curse. I think I can neutralize the shards with what's in my sack. Is that alright with you Big Mac?"

"Yup," was all the massive earth pony said as Zecora pulled back her hood and drew another vial from inside her saddle bag. This one seemed to burn like the sun, literally sizzling as it touched the wounds. Big Macintosh didn't even flinch as the concoction coated his shoulder, instead giving a quiet sigh. It seemed that, for the moment, a crisis had been averted. Zecora covered the wounds with a thick piece of gauze that made a hasty bandage. Only then did she turn to the unicorn brothers who had stood stock still as she had done her work. She seemed to look them over, searching for something. Making sure that they hadn't also been wounded perhaps?

"Well I don't know what to say. Thanks big guy!" said the older unicorn, a smile under his perfect mustache. This quickly faded under Big Mac's glare, "I think."

"What was that thing?" asked the younger unicorn, shaken. "It looks like a pony but..."

"She looks like a pony, because a pony she was. Her condition, a curse, the unfortunate cause. Fluttershy is that 'thing's' name. Shall I ask of the two of you the same?" responded Zecora brusquely.

"But of course, where are my manners! My mildly shaken brother here is Flim, and I am Flam," as if it was a long practiced reflex both brothers doffed their straw hats at the same time and took a bow. "We're the world famous Flim Flam Brothers, traveling ponies nonpareil. At your service miss...?"

"Zecora will be fine for you two. What exactly is it that you do?" She asked nonchalantly as she wiped the excess potion from Big Macs shoulder and dropped the cloth into her saddle bag.

"Well like my brother said we're traveling sales ponies, always looking for the next big score...er, town to help out with our amazing abilities, tricks, tonics, and appliances. We do it all!" cried Flim, opening a greasy carpet bag and displaying various bottles, gadgets, and knickknacks of varying sizes and states of repair. "We're known far and wide from Manehattan to Hoofboken."

"I'm afraid we're just a tiny bit lost. You see, we'd heard of this marvelous opportunity in a rather small community here about called Ponyville. You wouldn't happen to be able to give us directions, would you?" asked Flam.

"Nope," said Big Macintosh, his tail swishing in agitation.

"Beg pardon, sir?"

"What Big Mac means to say, is that Ponyville has gone away," said the zebra at last turning her attention to the pegasus in the dirt. She bent down to look over Fluttershy. As she wiped the blood from the pegasus mouth with a damp cloth, the flyer suddenly gasped and coughed. In moments her eyes fluttered open, and she gave a weak smile. "If you are wise, you will go too. This land is dangerous at night, it is true."

"I'm sorry, but I just don't get what's going on here!" cried Flim in exasperation, all friendly pretense swept aside. "This pegasus just comes out of the tall grass and nearly bites my brothers head off! You keep making cryptic statements in rhyme! And your big friend here is giving us the evil eye as if we said something untoward about his mother!"

"He just doesn't like squatters..." began Zecora.

"And now you're telling us that Ponyville, the town we've traveled for months to get to, is just gone!? Just like that!? Vanished into thin air I suppose!? Well!? What exactly is going on!?"

"Fire," said the crimson earth pony grimly, "Death," he continued as he clomped towards the two unicorns. In the light from their camp fire they could see that his right eye was missing, replaced with a ragged hole in a mass of scar tissue. Indeed, what parts of his body that weren't covered by a dark stained cloak, looked as though they had been burned,or cut to ribbons at some point in the recent past. Indeed, some of the wounds were fresher than the others, and in various states of healing, though these looked more like bite or claw marks. The brothers could only guess at what had caused them. His shaggy orange mane wafting in the breeze, Big Macintosh loomed over the unicorn brothers and spoke one final word with more contempt than the pair had ever heard in their lives, "Candy."

"Candy!?" asked the unicorn brothers in unison.

"Yes, candy, my incredulous friends. Though it is just a means to Her ends." Zecora carefully scraped up the bloody chunks that Fluttershy had coughed up earlier and showed the brothers. In the light form their horns they could see the sharp shards for what they truly were, jagged bits of hard candy. "Fluttershy will no longer do you harm, but these candies are still cause for alarm." The zebra tossed the sweets into the campfire where they started to melt, then burst into blue flames that twisted and howled, illuminating the fields as far as the eye could see.

"I'm s-sorry. I didn't mean to g-get loose Zecora," said Fluttershy weakly. "I thought I smelled something and then I-I heard voices. I thought they were f-f-familiar but I guess they weren't and..." She tried to stand, but instantly fell back into the dirt, her wings splayed awkwardly.

"Don't," said Big Mac, as he bent down and lifted the small pegasus onto his broad back. She squeaked a bit in protest, but was obviously still too weak to really resist the larger earth pony. Fluttershy's tail and mane were long enough that they drug in the dust as Big Mac turned and walked away from the farm, back towards the Everfree Forest. "Zecora's right. Y'all should leave. The sooner the better. And don't come back, ya hear?"

"That is the most I've heard him say to anypony else in a year. It is Big Mac's custom to speak with brevity without peer." Zecora pulled her hood back over her head and began to follow after the pair who were already disappearing into the tree line. "You should take his advice with respect and care. I say only on this night, in this place, beware! There are things lurking in the dark that you would not wish to meet. I bid you a good night, but also a hasty retreat."

After the trio had disappeared into the forest, the brothers took stock of their situation. "Do you think it's true brother? Are we out here in the middle of nowhere for nothing?"

"Well Flim, I have to admit, they were the first ponies we've seen in days. It's nothing but abandoned farm houses for miles around." Flam stroked his mustache thoughtfully. "But that doesn't mean that our trip was wasted. As I've always said, behind every set back is an opportunity. Whatever 'curse' that zebra was babbling about might be, this land is still prime and fertile. Why, with a little elbow grease and some creative paperwork, we could turn this entire area into Flim Flam Fields over night!"

"I think I see what you're getting at brother, but with nopony around to sell our produce to wouldn't it be a bad investment?" asked Flim. A thin, silvery mist drifted in from the fields, coiling through the stalks of dying grass.

"Details, brother, details! Once we have the supply we can create the demand in any market we want," Flam's eyes glazed over as he thought of the possibilities. Something rustled in the tall grass not far from the firelight. Flim turned and squinted into the darkness while his brother went on about 'factory farming', 'seed patents', and some malarkey about 'magically modified organisms'. It was growing harder and harder to see. The mist had coalesced into a thick fog. The campfire began to flicker and pop, the flames dipping lower and lower into the hot embers and coals as the fog grew thicker around the farmhouse. As his brother talked on and on Flim thought he heard somepony laugh just at the edge of his hearing.

"Shhh...do you hear that brother? I think there's somepony out in the fields," he hissed.

"Oh, this again? I'm sure it's just that weird zebra coming back to rhyme at us some more. Unraveling her gibberish is such a tiring chore." Flam realized what he had done and frowned, "Oh no Flim, now she has me doing it."

"I don't think it's the zebra Flam." The fire burned lower and lower, as if it was being smothered by the mist. With a final hiss the flames died altogether. Even the coals were little more than a deep cherry red, as though they had been cooling for hours. The green glow of the brothers horns seemed subdued in the sudden absence of the fires cheerful light, their magic surrounding the brothers in a hazy green nimbus. The laughter was still quiet, but it echoed through out the fog, twisting and turning. Quiet as it was, it seemed to be drawing closer. "I think it would be wise for us to make a strategic withdraw."

"I fear I must agree brother. Next town?"

"Next town."

As they turned to run they immediately skidded to a halt. Between them and the road was a single, tiny, filly sized pony. Each limb was bent and twisted, curled into cruel hooks where hooves should have been. In the pale moonlight, the pony glowed a ghostly white. Red stripes, almost black in the darkness, curled around her body from her muzzle down through her tail. As the brothers watched the thing twitched and twisted toward them. A pair of purple glasses, perched precariously on her nose, barely hid eyes that were swirled with candy striped madness. Her thick, curly red mane was a wild nimbus around a sharp smile that literally split the things face wide open. Instead of proper teeth, she had a wicked looking set of peppermint stick fangs, each ending in a sharpened point. The filly whispered, "...hungry..."

Both brothers turned and attempted to run for the Everfree Forest. An even larger impediment stood there, two massive blobs that just barely resembled ponies. One was dark and hunched, the smell of chocolate wafting from it, while the other glowed a florescent spearmint in the light from Flim and Flam's horns. These slithered grotesquely across the soil, their limbs stretching unnaturally towards the brothers like lengths of taffy. Other shapes, equally bizarre and horrible, began to lurch and slide out of the fields. They giggled madly as whispers of "hungry,""nightmare night," and "what a fright," rose in croaks and moans all around the unicorn's.

"This way brother!" shouted Flim as they ran for the only way not blocked, the abandoned farmhouse. Flim threw open the front door and ran in shortly after his brother, slamming and blocking the door with a nearby desk. As the brothers watched, a thick brown liquid began to ooze in through the cracks under the door. The moaning from outside grew louder as a steady pounding began to shake the house on all sides. The door began to splinter under the weight of whatever was on the other side. The brothers barely backed away in time as the door and desk shattered into splinters, which were themselves engulfed in chocolate and saltwater taffy as the two gooey creatures entered the house.

Flim and Flam bolted from the room, skidding through the kitchen. What seemed to be a meal, now rotted after months of going uneaten, buzzed with flies and maggots in the dining room. They had no time to ponder what this might mean as they tore down a nearby hallway and passed a dusty store room that seemed to be caked in congealed blood. They ducked into a darkened bedroom, flinging the bed against the door. Flim went to a nearby window and moved a chest of drawers in front of it, just as the glass panes began to rattle and shake from many hooves slamming against it. It was no time at all until the fierce pounding came to the bedroom door, only mildly muffled by the mattress. The door shattered, sending the mattress flying against the far wall, nearly taking Flam's head with it. The gooey monstrosities flooded the narrow hallway, squirming against each other to try and get through the door to the bedroom where the brothers stood, waiting. At last they were right where they wanted them.

The brothers locked eyes, grinned, and as one gave a nod. The magic of their horns flared as a sudden creaking and clanking shook the night. The backside of the house exploded as the Super Speedy Cider Squeezey 6000 roared and thundered through the wall and the candy ponies with an awesome crash and steam fueled chug. The old fashioned looking mass of machinery, animated by Flim and Flam's magic, was in fact a state of the art mechanism of the brothers own design. It was intended to make quick work of any orchard for the mass production of sweet, delicious cider, but now it's operators bent it to another use. It's pilot plow shredded through the house as easily as the monstrosities that got into it's path. Once it was free from the wreckage of the building an overhead vacuum began darting back and forth sucking up monsters one by one into the waiting cider press. Barrels of crushed and liquified candy began to launch one by one out of the other end of the machine, stacking in neat piles before the SSCS6K turned to sweep up or smash through more candy ponies. "That's one thing I never could stand about this part of Equestria brother. All the darned monsters!" said Flam nonchalantly as their machine continued to wreak havoc on the hordes of undead, the farmhouse crumbling into kindling behind the pair as they nonchalantly exited what was left of the bedroom through the giant hole in the wall.

"Indeed, I quite agree brother. Dragons, manticores, cockitrices, and now these candy coated ghouls? The state of this part of the country is just deplorable. Clearly those old mares in Canterlot haven't got the first clue how to adequately run a country. Why it's just like mother used to say-aarrghgh!!" Flim's words twisted into a scream as sharp peppermint hooks dug into his side and the candied filly from before buried it's fangs into his back, ripping out a chunk of bloody flesh. Flim bolted, bucking and stomping, trying to shake the tiny monstrosity off. The monsters hooks were in deep, and it only dug them deeper as it's prey panicked. The filly swallowed the hunk of flesh it had in it's mouth and buried it's face in the ragged wound it had opened, hungrily gulping down mouthfuls of gore with every sign of delight.

"Hold still brother, I'll take care of this!" Bringing their contraption around as quickly as he could, Flam directed the intake hose to where the tiny peppermint monster clung with such ferocity. It held tight, unwilling to let go of it's prize even as its curly mane and tail were pulled free by the powerful suction. Sweat beading his brow, Flam increased the power, determined to free his brother no matter the cost. To his horror, that was all it took for the machine to inhale the monster, his brother in tow, into its steaming bowels. "No!" Flam shouted in dismay, trying to cut the power, but it was already too late. Blood suddenly flooded the sticky tubes that jutted out here and there along the machine. A sickening, meaty smell overwhelmed the stench of candy as the sounds of popping bones mingled with grinding gears. At last, a final barrel was sent flying out the back of the SSCS6K as the power finally wound down and the locomotive came to a halt.

Flam rushed over to the barrel, its contents sloshing ominously as he quickly pried off the lid. What he saw when he looked inside made him gag, bringing tears to the unicorns eyes as he heaved into the dirt. "Oh...oh little brother...what have I done!?" He shouted, aghast. He tried to wipe the sickness from his mustache, tears steadily streaming from his eyes. Almost as an after thought he whispered, "What will mother say?" Anything else Flam might've said about his brothers unfortunate passing was suddenly silenced as something thick and dark wrapped around his throat.

All over his body, tendrils of red liquorice embraced him. He tried to squirm free, but the candy grip only tightened, turning his face blue as all the air was wrung from his lungs. As his eyes bulged he tried to get a look at what had caught him. Unsurprisingly, it was another candy pony, but this one seemed much larger than the others. Also, unlike them, instead of being made from only one confection she seemed to be made up of many. A riotous chaos of kaleidoscopic colors gleamed with sugar coated sparkles in only the vaguest shape of a pony. The tendrils, her liquorice hair, lifted him from the ground and drew his eyes level with a wide candy corn smile. "Don't worry brother," said the Candy Mare in Flim's voice. "We'll be together again soon." As he gasped, on the verge of blacking out already, the sugary monster lifted him high and slammed him down into the barrel that contained Flim's liquified remains. Before he could react, the lid slammed home, plunging him into darkness. His lungs burned for a breath of fresh air, and to his horror, he could feel his mouth reflexively opening and his nostrils flaring to accommodate that urge. The barrel bounced up and down as Flam struggled to escape, sparks leaping from the barrel as he fired off random bursts of magic, trying to break free. Either the wood was too strong, Flam was too weak, or the Candy Mare's tendrils held the barrel too well. It was only a few seconds, but it felt like an eternity to Flam as the muffled sounds of his thrashing faded away. It didn't take long for him to half drown, half suffocate in the uncomfortably warm, foul tasting slurry that was all that was left of Flim. "See brother..." whispered the Candy Mare, her voice shifting from Flim's to one of childish glee, "Together forever."

The Candy Mare's laughter was caught by the wind and sent echoing across the fields, spreading with the cold wisps of unnatural fog. Hearing it in the Everfree Forest, a trio moved that much more quickly towards home, already certain they'd never see the Flim Flam Brothers again.

Ashes

Morning dawned without much fanfare. As the sunlight crept slowly through the towers bedroom window, the tentative rays brushed against Rainbow Dash's closed eye lids. Pillows and blankets were mounded on top of and around her in the remains of a fort, which shifted in slow collapse as she woke to the new day. To Dash's surprise, after staying up chatting with Celestia, she had apparently drifted off into dreamless sleep. Though she had only been out of it for a few hours, it was the best rest she'd had in months. She felt a bit of her old spirit flood her soul with each lung full of fresh morning air. Rising from the pile of pillows that had been her bed, she glanced out of the palace window at the gleaming dawn. The dew glistened on the well manicured grass below, only a few fluffy clouds marred an otherwise brilliant blue sky. It would've been a perfect morning if it wasn't for Shining Armor and a small regiment milling about in the inner ward and Trixie tapping her hoof impatiently beside them. It seemed that Celestia had let Dash sleep in as she had gone about raising the sun, which meant for the first time in a long time Rainbow Dash was late. It was kind of an odd sensation. For a moment she considered just wallowing in it for a while and letting Trixie fume. She would have too, but she remembered Celestia's words last night in Twilight's old tower, and all the stories they'd shared over the long evening they'd spent together. If Celestia really thought something terrible was about to happen then she'd already held them up long enough. Even if Trixie's tapping hoof made her want to roll over and go back to bed, the urgency couldn't be denied.

Leaping from the Castle balcony, Rainbow Dash hovered in the air over the soldiers. Before she could say anything Trixie spouted, "Finally! For the self proclaimed 'fastest Pegasus in Equestria' you certainly take your time getting out of bed!"

"I'm sure that Rainbow Dash arrived as quickly as she could," said Shining Armor, inserting himself between the two mares. To Dash he said, "Now that you're here we can move out. I've sent a few scouts ahead of us. They should meet us about halfway between here and Ponyville. We've lost a few patrols out there recently so I thought it would be prudent to be cautious, even in daylight."

"It's probably not a bad idea," admitted the blue flyer. "It might be more dangerous at night, but even I haven't spent much time on the ground around Ponyville in awhile. You earth bound ponies need to be careful, especially with the Ponyville Express out of commission." The broken down engine had been scrapped not long ago, though the burned out train cars still stood on the tracks next to the gutted train station in Ponyville.

"Oh please, with Trixie's skills and those of the Captain of the Royal Guard, what exactly do we have to be afraid of that you don't, feather brain? Trixie thinks if we're going, then we should go," she turned with a twirl of her cloak and set out through the palace gates. "We're wasting daylight."

As much as Rainbow Dash wanted to say otherwise, there really wasn't anything to do but follow the flamboyant unicorn.

What land that had been spared from Ponyville's burning seemed bleached and wilted. It was dead quiet in the fields around the burnt ruins. When spring had come, Dash had worried about how she was supposed to wrap up winter by herself, but with no crops to plant all she really had needed to do was wake the animals and melt the ice and snow. When she had gone to wake the critters from their burrows, however, they were strangely abandoned. Even the bear cave looked as though it had never seen any use. She went ahead and cleared out the clouds to make way for the sun and melt the snow, but those empty warrens still haunted her thoughts for many days afterwards. She finally decided all the animals must've just been spooked by the fire and had moved out of the area. Either that or the limp vegetation around Ponyville, with no ponies to care for it aside from Rainbow Dash, was unappealing to the critters. It was silly to think something had just swallowed up every animal around Ponyville, right?

The birds had eventually returned from the south, but they didn't stick around long. At least that's what Dash told herself. She didn't want to consider the alternative to why the skies were so empty and the hedgerows so quiet. Shining Armor's scouts had returned but they had little to report. Nothing living under that bright blue sky so much as twitched. There was only a cool breeze that played with ashes and dust that still clung in drifts here and there around the burned out town. The usual sounds that had accompanied their hooves were muffled by these ashes as they took their first steps into the shadow filled town. Though there wasn't a cloud in the sky, the sunlight didn't seem as bright here as it had on their trip from Canterlot. Of course that might've just been Rainbow Dash's nerves playing on her mind. This was the first time she'd set foot in Ponyville since the fire. At least outside of her nightmares anyways.

One of the soldiers knelt to pick up a half melted orange bucket. It had been in the shape of a pumpkin once, though the dried black sludge inside was no longer identifiable as the candy it had once contained. Trash like this was littered all over Ponyville. What hadn't been burned had largely gone undisturbed, even as Celestia had sent team after team to investigate what had happened here. The going theory among the populace of Canterlot was that there had been no one single cause for the fire that had consumed the sleepy little town. The best explanation that anypony could come up with was some kind of mass hysteria had gripped the populace and caused them to panic, leading some fires to be caused accidentally and others to be very much on purpose. It was the cause of this hysteria that nopony had been able to agree on. An invading force, internal strife, or something darker? There were as many theories as pony's left in Canterlot.

Being here, among the charred edifices that had haunted her dreams, Rainbow Dash felt sadness envelop her heart. She had thought she might be fearful or timid but instead, in the light of day, what was left of Ponyville was mainly just overwhelmingly depressing. Her melancholy seemed to stretch over the rest of the party as the others eyes strayed away from looking at the town directly as much as possible. The sun was bright, the air was cool and sweet, and the contrast with their surroundings only served to make the tragedy of what had taken place here more pronounced. It was Twilight's brother who was the first to shake himself free from gloomy thoughts and get down to business.

"Alright Trixie, this is your show now," intoned Shining Armor as his men fanned out to secure a perimeter. "My guards will keep you safe as you explore and will assist you to the best of their abilities. What exactly is it that we're looking for?"

"Nothing that you'll likely be able to perceive with your untrained senses," the showy unicorn responded. "Only the Great and Powerful Trixie has the skill and knowledge to detect the subtle workings of the ancient magics we seek. But don't worry, your men won't be completely useless. They can search the town for six points of desolation, areas where no life lingers, only rot and decay will remain. Trixie confesses it may be like looking for a needle in a hay stack here, but Trixie is confident you'll know it when you see it. In the meantime, Trixie needs absolute quiet to concentrate on the fluctuations in the ether."

Rainbow Dash rolled her eyes, "I guess this is where I come in. I'll help coordinate things from above. With me in the air, I bet we'll find what we're looking for in ten seconds flat!"

But they hadn't found what they were looking for in ten seconds flat, or even ten minutes. Ten hours had ticked by without so much as a clue to go by. As the day wore on, the bright clear skies turned gloomier and gloomier, dark clouds moving in from the south. The sun slipped in and out of sight, it's welcome rays becoming difficult to find as the ponies continued their fruitless search. Everywhere they looked it was the same desolate grey earth with blackened timbers thrusting up like rotted teeth to mark where a house or shop once stood. Every pony was washed grey, no matter how colorful they had been before, covered in dust from stomping around the ghost town. So far they had found nothing like what Trixie had described. Sure there were plenty of desolate spots, but nothing had lived anywhere in Ponyville since the fire. There was nothing that seemed more or less desolate than the rest of the town, all of it slowly collapsing into broken glass, charred wood, and rubble. The guards explored what buildings seemed safe enough to enter, but had no better luck finding anything inside than out. Just the sad remnants of other ponies lives. It was the half melted, half burned Nightmare Night decorations all over town that really started to get on everypony's nerves. Something so festive, now twisted and rotten didn't help with their mood. The burned out, staring eyes and images of Nightmare Moon made even the most stalwart among the guards feel as though they were constantly being watched. More and more eyes glanced at the steadily sinking sun and the gathering clouds, and more than one pony muttered that they were wasting their time.

Even Rainbow Dash was starting to feel exhausted, her aching wings urging her to land and take a break. The cloud cover was making it difficult to coordinate with the guards on the ground, even with her bucking a few just to have a little daylight. After dispatching a particularly stubborn cloud, Dash spotted Trixie in the resulting shaft of sunlight, near where the Town Hall once stood. They never had gotten enough bits together to do more than superficial repairs on the old building. Just as well, really, given it was just a pile of rubble now. "Hey Trixie, any luck?" asked Dash as she landed on a small pile of stones that might have once been the west wall.

"Perhaps Trixie would have better luck if you stopped interrupting her concentration!" yelled the magical pony, unfairly. Her voice echoed loudly in the stillness as a vein throbbed in her forehead. Rainbow Dash hadn't so much as said a word to her in hours. "Honestly if it's not you, it's the guards! If it's not the guards it's that meddlesome Shining Armor! How is Trixie supposed to find traces of spell work nopony has done in thousands of years when Trixie can't even sort through all this background noise!? All this, this trash, isn't helping matters either! Why didn't somepony tidy up this place!? This was supposed to be simple! We were supposed to come out here, find the wretched sigils, purge them, and trace them to the source of whomever cast them."

"Well, maybe if we had more to go on than the vague description of 'look for a place more desolate than the rest', we might have found them already," said Dash exasperated and more than a little annoyed. "Are you sure you even know what you're looking for Trixie? If you haven't noticed, this entire town and everything around it is a wasteland!"

It was clear from how Trixie's face twisted and her nostrils flared that she was about to make a sharp tongued retort, when her eyes suddenly widened. "No...surely not," whispered Trixie to herself. "The power required for something like that, the sacrifices involved would be monstrous but..." The dark blue unicorn quickly dug around in her knapsack, furtively searching for something as if her life depended upon it.

"Are you okay Trixie?" asked Dash as Trixie produced a ball of clear crystal with a flourish. The orb caught the furtive rays of the sun and sent muted rainbows dancing across the grey landscape. Without hesitation she threw the orb at Rainbow Dash. "Hey!" reflexively, the azure flyer caught the ball.

"No time, fly as high as you can, high enough that you can look at all of Ponyville through that orb. Do it now before the suns light is lost completely."

"What am I looking for?"

"No time! Go now, worry about that when you get back down here! Go!" she shouted.

Hearing the panic rising in Trixie's voice, Dash gave a single powerful pulse of her wings that sent out a cloud of dust as she rose high into the heavens. Thinking about it, she didn't remember scheduling any rain for today. The clouds must have drifted over from the Everfree Forest. The weather there had been even more chaotic than usual, and had been effecting the weather around Ponyville. Dash didn't really mind, it made things more interesting in an otherwise dull day, but just now she sensed something menacing about the clouds she hadn't felt before. As if they weren't just a regular weather phenomena but some kind of menace that she should be wary of.

As she finally reached an altitude high enough to encompass all of Ponyville, Rainbow Dash placed the orb between herself and the dark stain of a town. Nothing happened. Was this some kind of joke? Was Trixie just trying to get rid of her? The tired pegasus felt like a fool taking off like that just on Trixie's say so, especially with her wings already aching. That stuck up, two bit magician! When I get back down I'll take her crystal ball and shove it right down her, "What?" Something interrupted her thoughts as a glimmer of something caught her eye. It was faint, yet something flashed across the surface of the crystal. Rainbow Dash moved the ball away from Ponyville to make sure it wasn't a trick of the light, but sure enough, as she moved the orb back and forth she could see a vague pattern layered over the town through the crystal ball. As the sun slipped behind the gathering storm clouds one last ray, bright and clear, struck the crystal just right. Rainbow Dash almost dropped the orb in shock. It was a face, a grinning maniacal face that seemed to leer at her, full of hunger, hate, and insane glee. As the sunlight faded, so too did the image in the crystal, giving way to something far more complex that seemed to be moving. It was as if Ponyville burned with light, and then suddenly, nothing.

"I saw a face." Rainbow Dash told the others once she had returned to the ground and they had gathered around the Town Hall. "It was horrible. But that's not all, I also saw what looked like weird writing that kept moving and changing, wrapping around the entire town. There were some other symbols too, but they spread completely across the town from end to end."

"This is worse than Trixie expected," said the unicorn, tucking the crystal ball back into her knapsack. The crystal had gone dark as the cloud cover began to stretch over the town. "Trixie did not bring the tools necessary to dispel a sigil the size of an entire town, even a small one like Ponyville. I'm not even sure Celestia has the power to break a curse of this magnitude."

"A curse? So you can confirm that Ponyville was cursed? Can you tell by whom?" asked Shining Armor, a stern look clouding his countenance and that of his fellow guards.

"The face, Rainbow Dash, did you recognize it?" probed Trixie.

"No," as soon as she said it, she knew it was a partial lie. She had seen that face before, but only in her nightmares. The shadows were growing thicker as Rainbow Dash spoke. She didn't know why, but that unnerved her greatly. "At least I don't think so. It's no pony I know, that's for sure. I'm not even sure it was a pony at all. The word that comes to mind is evil. Crazy evil, like I've never seen before. Whatever that thing was, it's bad news."

"Can you describe it in detail? Any detail, no matter how vague, may be the break we've been looking for," said the Captain of the Royal Guard imploringly. It was clear he was hoping to salvage what was increasingly beginning to look like a failed mission.

"I can try...but maybe we should start heading back to Canterlot now? The sun will be setting soon." Indeed, it was already far darker than it should've been for early evening. The clouds above them hung pregnant with the promise of rain. The trip home was already looking to be something of a wild one. As the clouds drifted in so too did a low, thin fog. The air was saturated with mist, granting a ghostly quality to the dead town. It seemed less like they were in for an autumnal storm and more like an oncoming monsoon. What exactly was going on here?

"There's nothing else you and your men can do here Captain. Trixie is the only one with the knowledge of how to break this sigil. It may take all night, but the Great and Powerful Trixie will find a way to break this curse, just you wait and see!" It started to rain, fat droplets falling into the dry ashes with soft plunks here and there. "Though Trixie thinks it might be easier if there were somewhere dry from which to work."

"The Library still seemed to be mostly intact," said one of the older guards. "We could set up for the night there."

"Yes, I doubt Celestia would want us to abandon Trixie to the gentle mercies of the night." Shining Armor smiled at Rainbow Dash. "You should probably get home though Miss Dash. I don't think we'll need your expertise in the towns layout further and it looks like it will be rotten weather for flying shortly. We can meet back up in the morning, if you wish to accompany us back to Canterlot. Thank you for all your help, but the Royal Guard can take it from here."

"If she can drag herself out of bed," muttered Trixie in such a way that everypony could hear.

Conflicted, Rainbow Dash didn't know how to respond. It was true she didn't want to be anywhere near Ponyville anymore, especially at night. It was just she didn't want any of her friends, and she found herself thinking of Shining Armor as just that, to be here after dark either. She could probably leave Trixie without feeling too bad, but not Twilight's brother and all of his men. That just felt disloyal somehow. There was also the matter of Celestia's dire warning. After seeing that twisted face in Trixie's crystal she was convinced, now more than ever, that the Princess was right and something truly awful was about to happen. This was so frustrating! What was wrong with her? Not that long ago she had been fearless, willing to take on any challenge, face any foe! Why was the thought of staying in these crumby old ruins so terrifying to her? She slept in her nice warm bed just above the town she was standing in nearly every night! Of course it didn't help that it was probably where her friends had died, cursed to death by some unknown evil that was still out there somewhere. Nor did it help that the library where the others planned on staying was the nightly setting where her nightmares occurred. Given that perspective, the choice was kind of obvious, especially with Shining Armor giving her such an easy out. So why did she hesitate?

Fortunately, Rainbow Dash didn't have to resolve this moment of indecision. A soft chuckle rose from the edifice that had been the town hall, followed by a soft sing song voice, "Nightmare Night..." As shadows and fog swept through the town a low rumbling, that could easily be mistaken for distant thunder, shook the charred edifices. "What a fright..." Hooves started bursting from the ground all around them. "Give us something..." They came out of demolished buildings, from under piles of rubble, and up through the dust in a myriad of multicolored madness. "Sweet to bite..."

Some were huge and dripping wet with goo, while others were sleek and shiny even in the gloom. Some shook, visibly brittle, and unable to support their own weight. Here and there a few watched from doorways, unwilling or unable to venture into the dimly lit town square. Even so, Rainbow Dash and her friends were suddenly surrounded on all sides by grinning faces made from a confectioner's worst nightmare. Jagged ribbon candy teeth, like broken glass, scraped together as they whispered and laughed. Their many voices rose in a cacophonous harmony "Nightmare Night, what a fright! Give us something..." "something!" "something sweet!" "give us! "sssweet..."

"Give us something sweet to bite!" The oncoming storm, and where to shelter from it, was suddenly the least of their concerns.

Into the Woods

Blood erupted from an unfortunate guards throat as a small, wiry candy colt ripped it out. Wheezing, he dropped to the ground as the first monsters chubbier friend jumped on his back, giggling maniacally. As if this were a signal, the other candy ghouls closed in, their laughter rattling the already terrified ponies. "Guards to me!" roared Shining Armor as his horn flared and a semi-opaque shell of magic spread around himself, Trixie, and Rainbow Dash. The magical barrier slammed the closest monstrosities backwards into the dust. As the spell spread outwards it literally shattered, or in some cases splattered, the monsters nearest to the captain of the guard. Though Shining had thrown up the shell in a split second, only three guards survived the initial attack unscathed, a tiny fraction of his squad. A few of the less fortunate still lived, but at the rate the creatures were devouring mouthful after gory mouthful, they wouldn't survive for long. Shining had to shout to be heard over not only their screams, but also the joyful gnashing noises of the candied freaks who consumed them, "We have to get out of here! We have to warn the Princess!"

"I don't understand," said Rainbow Dash panicking, darting back and forth inside the magic shell like a caged bird. "What are these things, where did they come from!?"

"They were the residents of Ponyville," said Trixie, her voice so quiet it was almost lost to the carnage that raged like a flesh and candy hurricane just outside the magic bubble. A few of the creatures, those who hadn't gotten to feast on the fallen guards, were banging against the shield. One came right up beside Trixie and gave the magic bubble a slow lick with an impossibly long candy striped tongue. This was somepony Rainbow Dash had known before? Had been neighbors with? She couldn't believe it. "This is partially what the curse on the town has done to them. But I don't think there is only one curse at work here. Look." Trixie pointed so their attention would fall on one of the guards outside the protective spell.

Though the back half of his body was missing, exposing his severed spine, his forelimbs still struggled steadily to bring him closer and closer to the safety of Shining Armor's dome. The agony on his face as he drug himself along the ground was bad enough, the fact two monsters were still gnawing on his guts as they slithered out of his body was far worse. As he finally reached what he must've thought was safety, he reached out one hoof, only to have it bounce off Shining Armor's spell. The magic had repelled what, the others realized, it had determined to be a threat. The guards eyes, already glazed with pain and sparks of insanity, looked at his hoof as if it had betrayed him. The candy ghouls tugged on his intestines, dragging him back away from the bubble, but his killers weren't what made the guard suddenly cry out in agony. Tendrils, whips of liquorice, emerged from the blood slicked hollow of the guards chest and began ripping apart his body. The survivors turned their heads away as viscera poured from his nose and mouth. They couldn't help but peek again at the sound of his eyes popping out of his skull, replaced by two bright yellow gumballs. After an agonizing period filled with soft ripping sounds that seemed to last for ages, a new candy stallion stood amid the puddle of blood and shreds of flesh that marked where the guard had perished. Reborn, he joined the other monsters in their laughter as they moved to feast on still living prey.

"What did that to him?"

"What caused him to change?"

"Is that going to happen to us!?"

Asked each guard after the other, their terror steadily rising, until their Captain shouted, "Enough! We need an exit plan, and we need one now. Trixie, any ideas?" But the blue unicorn was lost in thought, her eyes studying the new candy coated monster just outside the protective shell closely, as if it were the most fascinating thing she'd ever seen. The former guard, for his part, smiled widely and joined in the other monsters sing song chanting. Lightning forked across the sky as it began to rain in earnest. The ground, already churned into bloody mud, only grew slicker. The candy ponies that had been destroyed by Shining Armor's spell slowly began to reassemble themselves, rising from the muck still grinning and singing like all the rest. "Trixie!?"

"What, oh, yes, yes. Captain your protective spell seems adept at stopping these creatures. Can we not just push our way through them under its protection?" she asked halfheartedly. As if she already knew the answer.

"No, at least I don't think it would be wise to try. The spell is strongest when cast over a stationary spot. To create the shield moment by moment as we moved would quickly drain me. Add to that the risk of one of you not being able to keep up with my pace, falling behind, especially with the spell weakened from constantly being recast? We might as well line up and let them at us buffet style." The white unicorn concentrated, even now strengthening his initially cast shield to keep it from weakening as the candy coated horde surrounded them. They lapped and bit hungrily at the shell as if it were a treat in and of itself, slamming their teeth and hooves into the barrier. "The only thing I can think to do would be to cast a more powerful version of the spell that would engulf all of Ponyville. It would give us more room to move, but the casting would drain me completely for about a day. It would buy us time, but it wouldn't solve our problem. We'd still need to get a message to Canterlot to send re-enforcements."

Rainbow Dash watched a greyish monster that looked like it had once been a pegasus land drooling atop Shining's shield. "I'm not sure flying outside of this dome of yours would be any safer than walking out. Is that what they want? Are they trying to trap us? They don't seem that smart."

"They don't have to be smart. They just have to kill us or distract us long enough for the stars to properly align. Then their masters work will be complete, and any message we get to Canterlot will be far too late. It's a ploy worthy of Trixie," the others glared at her. "If Trixie were an evil, twisted deviant of course. Which she is not. Stop looking at Trixie like that!" Once again she rummaged around in her knapsack. "Besides, Trixie thinks she knows how we can escape. It's obvious they are vulnerable to high level magic. Even though they seem to be able to reassemble themselves after being damaged by it, simple bursts of magic should be enough to stun them long enough to make our escape. And with this," said Trixie holding aloft a black necklace in the shape of a winged unicorn, a brilliant cut garnet burning at it's heart,"Trixie's power should be more than sufficient to drive back these monsters!"

"Is that the Alicorn Amulet?" inquired Shining Armor, in shock and awe. "But Princess Celestia said that was only to be used as a last resort. It's power is great but any pony who uses it will be corrupted to their core!"

"Oh, tish tosh. Trixie is not just anypony, she is already Great and Powerful! This little trinket will merely give us a much needed edge." Tugging down her conical hat, Trixie's eyes flashed red as she magically clasped the necklace around her throat. "Much better. Now, Rainbow Dash, Trixie thinks it's time you made yourself useful. Once Trixie has cleared a path, you fly as fast as you can for Canterlot."

"No way, I can't just leave you guys here to face these freaks by yourselves!" cried the azure flyer in protest.

"No, she's right Rainbow Dash. You're the fastest pegasus in Equestria, remember? You stand the best chance of getting back to Canterlot and telling Celestia what's happened here and what we've managed to learn so far. Tell her about the curse, that face you saw, and about these...creatures and how they appear to be made." He hesitated, his eyes grave. "If we don't manage to survive this, tell my fiance I'm sorry I postponed the wedding. Will you do that for me?"

"Tell my wife and kids I love them," said one of the other guards.

"Tell my nephew I finally took that trip out to the Great Sea." said another.

"Tell Celestia I was the one who ate her last slice of cake, and I'd do it again!" said the last guard with a grin.

"You guys..." Rainbow Dash's voice cracked, on the verge of tears.

"No! No time for tearful goodbyes and last words. Trixie does not intend to die in this one horse town!" said the Truly Great and Incredibly Powerful Trixie as sparks of red and black lighting danced at the corners of her eyes and along her horn. "Just make sure you get back in one piece Rainbow Dash."

She wanted to say something. To say thanks for believing in her, or not to do anything stupid, or don't go burdening her with their last wishes. The truth was she couldn't speak without risking breaking down there and then. They were all trying to be so strong. They needed her to be strong too. So instead Rainbow Dash remembered the training she had done for her abandoned dream of being a Wonderbolt. She snapped off the smartest salute the guards had ever seen, Trixie and Shining Armor nodding in acknowledgement.

"Alright then, Royal Guards!" roared Shining Armor with a fierce cry. "Lets show these monsters what real ponies are made of!" In the end it was unclear what the Captain had meant by that, for at that moment something red and writhing burst from the dirt at his hooves and seemed to take his words all too literally. The thin liquorice whip flicked from his hindquarters up through his muzzle, slicing one long gash from his groin to his forehead. He blinked for a moment, not understanding what had happened, as the gash opened in his body allowing his insides to spill to the ground beneath his feet. Splitting into two perfect halves, Shining Armor seemed more confused by his death than hurt or alarmed. The other ponies froze in shock at his sudden evisceration, the protective shell shattering around them into so much star dust. The candy ponies stood motionless as well, but from the looks on their psychotic faces, it was simply to relish the moment of sweet anticipation.

More liquorice tendrils burst from the ground, but this time Trixie reacted quickly, incinerating them with a spell before they could throttle, slice, or maim any other ponies. Even though she had done this effortlessly, her voice shook with terror as she screamed, "Get out of here now Rainbow Dash! Now!" A mass of tendrils boiled up all over Ponyville, reaching to the heavens like some obscene blood red weed. The candy ponies cackled louder as they closed in from all sides, the surviving unicorn guards already hard pressed to hold them off with the magic crackling from their horns.

Rainbow Dash hesitated only one moment longer. This was likely the last time she'd see these ponies after all. With a last lingering look she tore into the sky as fast as her wings would carry her, tears streaming from her eyes as she flew. The sounds of magic blasts and monstrous laughter blissfully whisked from her ears by the rushing wind. That didn't last long. She felt a tug at one of her hooves. One of the tendrils had wrapped itself around her hind hoof, stretched taught as she struggled to free herself from it's grasp. Dash's eyes widened in horror as she saw more and more of the tendrils sweeping up from Ponyville, grasping for her. To her eyes, the town was once again awash in blood red flames. Horror flooding her soul, a burst of adrenaline allowed her to rip free of the tendril with nothing more than a ragged red gash. She knew that she had gotten off lightly, because more and more tendrils whizzed past her as she dodged across the sky. Flying in zig-zags and curves, constantly adjusting her elevation to try and out maneuver the grasping red threads, they dogged her every movement. The rain didn't help in the least, leaving Dash half blind as she flew more and more erratically.

Her only hope was to fly higher. She climbed as quickly as she could, the g-forces of the sudden shift in direction making her stomach lurch. Even so, it seemed to work. The tentacles fell away unable or unwilling to reach the speedy flyer. A sudden peel of laughter was all the warning Rainbow Dash had as something new, wet, and sticky slammed into her from above. The force of the blow sent her reeling and nearly knocked her back into the waiting tendrils below. She whirled away just in time to dodge a second assault, this time getting a glimpse of what had attacked her as it flew passed. It was a pegasus, but this one gooey and dripping, its wings strings of melted sugar flapping sloppily in the storm. They were in the clouds! As she watched, a swarm of candy pegasi descended from above, laughing and shrieking. Their faces and bodies seemed to melt in the deluge from the clouds, however this did nothing to impede them as they darted around the sky like a swarm of angry bees. Their bodies jerked and twitched erratically as their wings snapped and popped in the stormy gale, illuminated only briefly by flashes of lightning far too close for comfort.

Rainbow Dash recognized them, even in this twisted and monstrous state. Cloudchaser and Flitter were together, as they had been in life, though now it was because they were fused to one another as one sticky candy creastue. The pony who had attacked her before was a black liquorice version of Thunderlane, while the more melty monster had the sheer mass of Bulk Biceps. A weird looking taffy pony, who Dash could've sworn had the same coloration as Blossomforth, was the next to attack. It was like some bizarre version of her worst nightmare had come to life! Her only saving grace was that though they were fast, they were clumsy. The fact that they were also moving in a swarm, erratic though their motions were, made their movements somewhat more predictable. Steeling her nerves Dash poured on her speed, trying her best to use the clouds as cover, dodging snapping jaws and grasping tendrils by shrinking inches. She felt their cold breath on her flanks. The panic shooting adrenaline through her heart was all that spared her from being torn apart in mid-air. But she was doing it! She could out fly any of them when they were still alive, she could fly circles around them now that they were shambling on broken wings.

Up ahead, a welcome break in the clouds let through a single beam of fading sunlight. Dash noticed the flying candy creatures shied away from the light, preferring the gloom of the storm clouds. Because of this, the warm orange glow peaking through the clouds was like a beacon for Rainbow Dash. She made a beeline for it, out-pacing the candied Thunderlane, and burst up through the clouds into clear and sunny skies. The laughter faded away, and with it, the candy ponies that had been nipping at her heels. The vista that greeted Rainbow Dash above the clouds made her heart sing. The cool autumn air was bracing and the light of the setting sun bathed everything in crimson, gold, and rust. The violet hues of the oncoming night just barely played at the edge of the horizon. Lightning danced below her and for the first time in almost a year something like her old self, her confidence and spirit, surged through her soul. She was the fastest flyer in all of Equestria! Hadn't she just out flown death itself?

She only exulted in her escape for a moment though, before growing somber again. Trixie had likely sacrificed her life for her. She might not have liked the boastful mare much but she wouldn't let her death, or those of Shining Armor and the other Royal Guards, be for nothing. She set her eyes on Canterlot. At top speed she could be there in less than an hour. Maybe there was still time. Maybe if she flew fast enough, Celestia could send the whole Royal Army to save the others? Or at least drive off and destroy the creatures who had killed them and give what was left a proper burial. Dash knew what this called for. It was time for one of her signature sonic rain-booms! And that was what she was just about to do as a mass of crimson tendrils burst from a towering cumulonimbus like scarlet lightning. The individual liquorice ropes hissed and smoked as they shot up into the sunlight, disintegrating even in the weak glow of the fading sun. Enough survived, shielded in the core of the ghastly appendage, to reach their target. Rainbow Dash felt a white hot pain flash through her back as the bundle of sharp candy hooks raked her right side. The azure flyer wobbled for a moment, trying desperately to maintain her altitude with one uninjured wing.

It just wasn't enough.

With a scream of frustration and fear, Rainbow Dash spiraled downward, her tiny body lost in the boiling storm clouds and a shower of her own feathers.

A crash of thunder woke Fluttershy from her sleep. She had been dreaming about Ponyville again, and all her old friends, smiling and happy. It was such a wonderful dream! What with everyone gathering at Twilight Sparkle's library for a surprise party and a delicious feast, she found she truly regretted its end. It was true she never got a good look at what they were eating in her dreams, but she knew it was absolutely delicious, the best treat she could hope for. It was a good dream and she welcomed sleep more and more these days. It was pleasant to remember what her life had once been like, compared to what it had become. After the accident, she'd found it hard to stay awake while the sun was up, no matter how hard she tried. Peeking outside through the cracks in the curtains and between the bars on the window, she expected to see the last rays of the setting sun. Instead she was greeted by a sheet of rain. That explained the thunder at least.

Like most of her days now, the yellow pegasus woke up hungry. She wasn't entirely sure if it was her dreams that made her feel that way or not. While she had as much hay, carrots, apples, and cakes as she wanted to eat, she never really felt satisfied. Zecora had said that it was likely due to her condition, but that she should still try to eat none the less, just to keep her strength up. "Zecora? Big Macintosh!? I'm awake and um, if you don't mind, I'm ready for breakfast!" called Fluttershy. The chain attached to the collar around her neck clinked as she sat up in her makeshift bed. The collar wasn't half as uncomfortable as it looked. She'd grown accustomed to it in fact, though the heavy chains that were attached to it and riveted to the wall were proving more difficult to adjust to. It had been very kind of Zecora to provide, and she wasn't ungrateful, but it made negotiating meals and trips to the bathroom slightly embarrassing. She was thankful for Big Mac's patience. Part of her knew that if it wasn't for his kindness and care, Zecora would have probably long ago tired of her unwanted house guest and sent her away.

Zecora, of course, had said that kind of talk was silly, but Fluttershy knew that her fits were coming more and more frequently. Each episode lasted longer and was more violent than the last, especially these last few weeks leading up to the anniversary of what had happened in Ponyville. Just thinking of the wounds she'd inflicted in the thick hide of Applejack's brother made her want to cry. It also made her a little excited, and that was more terrifying than the hunger. Even if the empty feeling in her stomach never went away, at least that didn't make her feel like a monster. At least hunger she understood. It was the black desire to have another nip of the bulky red stallion that she tried hard to force down. "Zecora!? Big Mac!? Hello!?" Fluttershy called out again, rising to her hooves. The heavy chain around her neck made her hang her head low to the floor as she began to walk around the confines of her room. The room itself was sparse, a barred door set in one wall and a barred window in the other. There were shelves of dusty, empty jars and boxes against the two remaining walls. The zebra shaman had told her that this had been a store room before it had become her bedroom. It was a rather poor rhyme, Fluttershy had thought at the time, but she didn't mention it for fear of insulting her hostess. There was a tattered blanket and pillow for her comfort set atop a pile of straw. Surrounding that were several well worn stuffed animals. That never failed to make Fluttershy a little sad. It had been a sweet gesture by Big Macintosh, but it just reminded her that no real animals wanted to be anywhere near her anymore. It also reminded her of what had happened to Angel Bunny. If she let it, that could send her into a crying fit for hours if she wasn't careful.

It was better to think about something else. Like where were Big Mac and Zecora? Had they gone out? In this storm it didn't seem very likely. Then again, if they had already been out and gotten caught in the downpour, they'd need to take shelter fast. Fluttershy was suddenly worried, not for herself, but for her friends. She knew well that there were terrible things in the Everfree Forest these days. Fortunately they stayed away from Zecora's house, thanks to her knowledge of totems and potions, but that wouldn't do her friends any good out in the middle of the woods. Fluttershy felt a sudden resentfulness for the chain around her neck and the bars on her door and window. She wasn't some animal to be caged up. She was a pony just like anypony else! They'd be sorry for keeping her like this if something did happen to them out in the woods! Not that she could really do anything to help if she were loose, but it was the principle of the thing! The angry thoughts went as quickly as they had come. She didn't really feel that way. She knew it was more dangerous for her to be loose than otherwise. Perhaps especially for her friends given her darker desires.

Another crash of thunder made her jump and duck under her blanket. That was closer, and louder than she'd ever heard before. It seemed to go on and on, shaking Zecora's house to it's foundation. Fluttershy glanced out the window to see leaves and tree limbs raining down into the mud. Finally the noise stopped with a loud smack, not unlike the sound Pinkie Pie had once made when she had belly flopped into the swimming hole two summers ago. Everything was quiet except for the steady pounding rain. That's when she heard it. A groan, just on the edge of her hearing.

That wasn't possible! They stayed away from Zecora's house, they always did, no matter how dark it got in the Everfree Forest! Had the lightning struck one of the totems? Were the zebra's defenses down!? The small pegasus shook under her covers as she heard something bang far away near the front of the house. Somepony was banging against the front door! Somepony or something! This is how it had all started for Fluttershy last Nightmare Night, and that thought flooded her tiny heart with terror. She frantically flew to the window, the weight of her chains ignored, as she tore back the curtain and strained for a better look. She couldn't make out much in the rainy gloom, but she didn't see any jack-o-lanterns. Was that a good sign or a bad one? The banging came again and then, an even more unsettling sound, the jiggling of a doorknob! The creak of the front door swinging slowly open! Why didn't Zecora ever lock her front door!?

Reunion

Fluttershy could hear the creature stumble inside, shuffling slowly as if it were dragging one broken limb behind the others. It was coming closer, drag-thump, drag-thump, drag-thumping down the hall. What should she do? Should she scream? Try to hide? Play dead? It was too late! The monster was at her cell door! It looked at her with pink eyes and a rainbow colored swirl of hair matted against artificial blue skin. It must be, it had to be, a candy pony! "S-stay b-b-back! Stay back or I'll, I'll...I don't know w-what I'll do! B-but you'll regret it!" she cried throatily. I know I certainly will, she thought to herself as she spread her wings to try and make herself seem bigger. Her efforts at intimidation didn't seemed to work, as the intruder just stared at her. Then it gasped. She didn't know candy ghouls to be much for gasping.

"F-Fluttershy!? Is that really you?" asked Rainbow Dash as she stumbled into the low light spilling from the window. A flash of lightning illuminated her so that Fluttershy could see that she was no candy pony after all. Just an old friend she thought she'd never see again. "What happened to you, what are you doing here? Why does Zecora have you chained up like this?"

"Oh, um, that's sort of a long story," said the yellow pegasus shyly. It'd been so long since she'd seen Rainbow Dash she felt suddenly bashful to be in her presence. So much had changed. How could she hope to start explaining things now? As she struggled for words, a scent drifted to her nostrils. Her stomach growled as she took a closer look at her old friend. "Oh, you're injured aren't you? What happened?"

The azure flyer was rustling around in the hallway, for a moment all Fluttershy could see was one blood stained leg, before she returned with a key. "No time to explain. There are things, monsters, out in the storm. We have to get you out of here. We have to keep moving. We can bring each other up to speed while we're on our way to Canterlot." Rainbow Dash unlocked the cell door and limped inside. As she came closer Fluttershy could see that it wasn't just Dash's hind leg that was injured, but one of her wings as well. It hung limply by her side, ruffled and bloody feathers shedding slightly as the wing tip drug along the floor. The thought of all those torn muscles and sinews were more than Fluttershy could take.

"I don't think that's such a good idea," said the suddenly uncomfortable yellow pegasus. She could feel her mouth filling with saliva. The old familiar pain knotted Fluttershy's guts, like snakes slithering around in her bowels. The ache was the worst in her teeth. She clenched them tight, grinding them, trying to will herself to back away from her friend. "You shouldn't come any closer," she whispered. Even as she said this, she strained against her chains, her body pulling the heavy links so taught they vibrated. The rivets imbedded in the wall began to whine and groan. The smell of fresh blood from the wounded pegasus was unbearable. Fluttershy's body seemed to be acting on it's own.

"Why would that be a bad idea?" Rainbow Dash paused, perplexed as much by her friends contrary behavior as her words. "Look, I know I'm a little beaten up and I'm not sure what's been done to you, but whatever is wrong we can't stay here. It's just not safe. I saw," her voice broke and she struggled to continue, "I saw some friends of mine die in front of me today, alright? The things that killed them, that tore them apart and ate them, they are right outside! Or at least, they were..." Dash turned away, uncertain. As fast as the candy ponies were, they should have caught up by now. At the very least they should've been able to hear their perverse laughter in the distance. As Dash turned, she exposed her right side to Fluttershy. Her flank was covered in thin red lines, claw marks all down her side where the liquorice whips had scourged her.

The usually reserved pegasus couldn't take it anymore. "Oh...my," A single drop of saliva fell from her quivering lips. There was a soft patter as one by one her ivory teeth spilled from her mouth as well. The coppery taste of her own blood flooded her mouth, dribbled down her chin, and made her stomach growl all the more. Her bones twisted and popped, bleeding gums making way for something sharper, something sweeter. She felt it spreading from inside, like little hooks tearing at her stomach. She thought she had been famished before, but that was nothing compared to the raw hunger that enveloped her now. It was like a bottomless void had opened inside her where her appetite had once been. She was so very, exquisitely hungry. "Oh please, help me Rainbow. You've got to let me loose. I've been here so long, I don't even know what I'm saying anymore!"

"Uh...okay. You sure changed your tune fast there Fluttershy," Rainbow Dash replied, instinctively taking a step back. But this was Fluttershy, right? She wasn't a threat of any kind. "Whatever, I guess it doesn't matter. What matters is we get to Canterlot as quick as possible. Princess Celestia will know what to do." The wounded pegasus moved to unlock the collar around her friends neck. The smell was driving Fluttershy wild, it was all she could do to hold still and let her friend unbind her. The yellow mare leaned in close, inhaling the scent of her friends blood matted mane. She couldn't stand it a moment longer, an impossibly long tongue slid out of her mouth and gave one of the cuts on the side of Dash's face a long, indulgent lick. "Hey, cut that out!" Dash jumped back, her injuries making her wince at the sudden motion.

"Oh, don't be mad," Fluttershy cooed, wriggling in her chains, each motion violent enough to make the links creak. All the rivets save one had snapped free from the wall. The last one just barely held on. "It's just you smell so good Rainbow Dash. We haven't seen each other in so long. And you're just so sweet for helping me. So very sweet..." She smiled with jagged candy teeth, sharp as shards of glass as she growled, "I could just EaT...YoU...UP!" On the last word the final rivet pulled loose and the chain that held her fell to the floor in a series of deafening clangs. Fluttershy roared, her mouth dripping with her own blood as she launched herself at Rainbow Dash. With one wounded wing and a wounded leg, the Element of Loyalty didn't stand much of a chance. It was sheer luck that she was able to dodge Fluttershy's first lunge. Unfortunately this put the pony, who had been her best friend since childhood, between her and the only exit from the room.

A guttural laugh choked its way passed Fluttershy's teeth as Dash's eyes darted around the room, looking for an avenue of escape that just wasn't there. In a yellow blur, Fluttershy flew at her again, this time her jaws closing hard on Rainbow's foreleg as she raised it to defend her face. Dash screamed in pain as she felt the sticky fangs bury themselves in her flesh. She flailed, trying to shake herself loose. All she managed to do was to knock over one of the shelves. Fortunately it fell on top of the transformed Fluttershy. Shattered glass and crockery slid all over the floor as empty jars and bottles crashed around the pair of pegasi. The heavy shelving popped Dash loose from Fluttershy teeth and trapped her former friend underneath. The monstrous Fluttershy thrashed, wailing and screaming angrily. Rainbow Dash didn't look, and instead hobbled towards the cell door as quickly as she could, fresh blood streaming from her legs. Before she made it halfway across the room, she felt something wet wrap around her injured hind leg. Fluttershy's sticky tongue curled up her limb, tight as a boa constrictor, and began to drag Dash back towards her wide waiting jaws. This was exactly how Pinkie Pie ate her in her dreams every night. This realization sent her into a series of panicked shrieks. She didn't want to be eaten alive, least of all by one of her friends!

Yet that's exactly what would have happened had not the front door suddenly banged open. Something massive and dark trudged inside, galloping at full speed, and rammed Fluttershy back against the far wall of her cell. Her tongue broke loose, part of it staying wrapped around Dash's leg while the rest slid across the floor back into the pegasus mouth. The looming figure ripped the quivering severed tongue off of Rainbow Dash's leg, exposing several new puncture wounds where the barbed tongue had broken the skin. He then bodily carried her out into the hall before finding the key, slamming the cell door, and locking it tight. Big Macintosh snorted, whether in anger or satisfaction it was hard to tell.

Fluttershy was already at the bars, her teeth gnashing her own lips into bloody foam, her severed tongue spurting ichor through the gaps. "S-she's one of them? But she was fine a moment ago. I don't understand," in spite of herself Dash felt tears welling up in her eyes. She'd seen too much horror in too short a time, too much blood and too much carnage. Now one of her friends she thought she'd never see again had turn into a flesh hungry ghoul right before her eyes! It was just too much to take. She felt her mind threatening to come unhinged as she wailed, "What in Tartarus is going on!?"

"Answers I have if that's what you seek," said Zecora as she came in out of the rain, "But first, to your wounds I should take a peek."

The zebra shaman had mixed together several ingredients to make a calming potion to help Dash relax as she set about her work. Zecora focused most of her attention, and several different vials of potions, to tending to the wounds that Fluttershy had given Dash. She used tiny metal forceps to extract bits of candy teeth from her leg and a few meaty chunks of the pegasi's tongue that had gotten left behind. These she tossed into the fire beneath her cauldron where they wailed and dissolved into blue flames. After that had been taken care of to her satisfaction, she set to work cleaning and binding the other wounds. Only as she worked, she gasped, and quickly gathered together more potions, moving quickly to wash out Rainbow Dash's other wounds with the same sizzling substance she had used before. The forceps came out again, and this time were heated to move more easily beneath the flesh, prying out bits and pieces of liquorice that Dash hadn't even realized were imbedded in her body. It took the better part of the evening to clean out all her wounds, stitch the longer ones shut, and bind her delicate wing. Zecora did all of this with patience and care, making sure every wound was coated in a bright syrupy concoction and each scrap of candy was consumed in flame.

Meanwhile, it seemed Big Macintosh had seen to Fluttershy. There had been the sounds of a struggle and harsh laughter that had been choked into a shriek that had wound down to a pitiful squeak. She'd seen him go by with a broom and dustpan full of shards of glass and broken crockery. Now he came back into the main room, his cloak covered in splattered viscera, before returning to Fluttershy's cell with what looked like a rivet gun and more chains. Whatever was in the calming potion Zecora had given her worked fantastically well, as Dash watched all of this going on without so much as a twinge of curiosity or apprehension. Part of her, way in the back of her mind, knew that something about this situation was odd. She'd been living and working over Ponyville ever since the fire and yet she didn't recall seeing Big Macintosh or Zecora in all that time. She'd just assumed they had disappeared along with everypony else. Why had she done that? More than that, it made sense the zebra might still be around, but hadn't Big Mac been in town last Nightmare Night? Had he been there when whoever had been responsible had laid their curse on the defenseless town? If it weren't for the potion, she wouldn't have been able to hold still for all her questions. As it was, it was some time later before she felt some of the warm cotton inside her head clear away. She felt conscious enough to inquire where they had even come from, not that she wasn't grateful for the rescue.

Zecora explained that she had been in the forest collecting ingredients for the concoctions that had been used to clean Rainbow Dash's wounds and a special draught that would keep Fluttershy's more monstrous impulses under control. The main ingredient for both was star fruit, a special plant that absorbed the suns rays during the day and then expelled them during the night. The fruit had to be harvested right at sunset to make sure it had absorbed the maximum amount of sunlight, but before it would start exuding it again. This would have been dangerous work in the Everfree Forest, even before the gloom beneath the trees had begun to be haunted by candy ponies, so Big Mac had accompanied her just in case. The storm suddenly blowing up hadn't helped matters, and they had ended up being late getting back. It turned out to be most fortuitous that she had harvested the star fruit today, however, as she had run through what was left of her supply of pre-made potions tending to Dash's wounds. She'd be up all night preparing more.

"Wait, wait, hold on. You have a cure for those weird candy monsters that attacked us in Ponyville?" asked Dash, uncharacteristically reclining on a pile of pillows with a steaming cup of tea in her hooves.

"I'm afraid that is not the case. Though my potions power does ward this place," said the zebra, blowing on her own cup of tea to cool it. "My brew can stop the infections spread, but I'm afraid it cannot resurrect the dead."

"Infection? So those things were ponies that got sick?" the azure flyer looked over to Fluttershy's cell door. The yellow pegasus had refused to show herself again after what had happened, and instead had hidden herself beneath her blankets and stuffed animals. "Is that what's wrong with Fluttershy?"

"Yes, and no, it's hard to say. I'm not quite sure what's made her this way. The fact is she's the only one, who doesn't crumble in the light of the sun," intoned Zecora grimly.

"Eeyup," said Big Mac, his own tea sitting neglected on a table by the large easy chair his massive bulk reclined in. In the firelight from the bubbling cauldron, Rainbow Dash could see that his entire body was covered with burns and scars. He had put a patch over his right eye and seemed to grow uncomfortable under Dash's gaze. "Them other ones, the bad'uns, they melt in water and crumble away in sunlight, but they can come back from that. It's only fire what puts em down for good, least as far as we've been able to tell."

"I think that's the most I've ever heard you say," said Rainbow Dash, somewhat incredulous.

Zecora laughed, "You'll have to excuse Big Mac, for words he does not lack. But it has been some time since we've entertained, a cute pony mare soaked by rain," she said with a wink.

Big Macintosh blushed and fidgeted for a moment, but then seemed to regain some of his composure. "Nope...that ain't it. It's just she's gonna have a lot of questions. If we wait for you to figure out a way to rhyme everythin, we'll be up all night while you give her cryptic answers what are about as clear as mud."

That made the zebra draw herself up haughtily, turning away from the red earth pony with a flick of her stubby tail. "Well if that's the way you feel, then by all means, you tell her what's the deal. I've got more potions to make. You can explain if she can stay awake." Zecora stormed off, abandoning her tea to gather more ingredients for the cauldron. Dash had a hard time suppressing a smile. It was like watching an old married couple have a fight. But then, she thought, she really did have a lot of questions and she would appreciate some more straight forward answers. She couldn't think of any pony she had ever known more straight forward than Applejack's brother.

"So are you and Zecora...?"

"Whut? No. Nope," said Big Mac quickly. "Nah, Zecora and Fluttershy just ain't got nopony else they can depend on way out here. Ah help around the place and do the heavy liftin'."

"You say they don't have anypony else to depend on out here, so why don't you guys just move to Canterlot? Why not just tell everypony what's going on?" asked Rainbow Dash

"Well, Ah reckon part of it has ta do with the star fruit. This is the only forest in Equestria where that stuff grows. The other part, well..." Big Mac rubbed one of the scars on his face with one hoof. "Me an' Fluttershy ain't exactly presentable to pony society anymore. Ah could probably get by, but that poor filly in there ain't gonna be fit to be in a crowded place in the state she's in. We ain't quite figured out what sets her off, but every now and then that monstrous side comes out and it's hard to put away again. Sometimes it's blood, sometimes it's her gettin' hungry, and sometimes it's just as likely as not a full moon. For now, Zecora thinks it's better if we just stay out here and warn others away until she can come up with a more permanent solution for these candy critters. Ah'm afraid most normal ponyfolk can't do much against these things. Only purpose they serve is to fatten em up or get turned by em."

"By a more permanent solution, do you mean a cure?" asked Dash, hopefully.

Big Mac shifted uncomfortably in his chair before he answered, "Well, yeah, that's what Fluttershy in there is hoping for. Something that'll break this curse on her and let her go back to bein' who she was before. But like Zecora said, there ain't no curing the dead." He took a long slurp of his tea before continuing. "When yer fully turned yer soul just seems ta leave ya. All ya become is a mindless candy coated carcass, a murderous puppet on liquorice strings made to laugh and dance and sing. Ain't none of them got much of a mind of their own. It's the Candy Mare making their corpses move. Zecora has ways to make them go to ground, but it ain't nothin' permanent, and we ain't sure it would work on their master."

"Their master?" questioned Rainbow Dash. "Who? This Candy Mare you spoke of?"

"She's more of a whut than a who," grumbled Big Mac. "She's the one what did this to Ponyville. Ah don't know the particulars, but Zecora says she's some kind of high level manifestation of a hateful grudge, fueled by ancient magic and a tortured child's soul." Rainbow Dash just stared at him. "Hey, Ah'm just tellin' ya whut Zecora said! Whut Ah know about her is she's a walkin' talkin' massacre waitin' for any opportunity to wreak as much havoc as possible! Only thang is she wants ya ta see it comin'! She likes to play with her food, and she ain't picky about eaten it all either!" Rainbow Dash jumped as the earth pony stomped one hoof hard into the floor.

She'd never seen Applejack's brother so angry before. She was starting to get a clearer picture of what was really going on. As strange and terrifying as some of Big Mac's words were, everything she'd seen in Ponyville only confirmed what he had to say. Still, there were other questions she needed answered. The tea had left her mouth dry, or perhaps the enormity of her next question had. Either way she swallowed hard before she asked, "What happened to you and...to Fluttershy, that made you guys like this? What really happened in Ponyville last Nightmare Night?"

The earth pony took several deep breaths, calming himself down. He'd managed to spill his tea on himself, but didn't bother wiping off his cloak One more stain wasn't going to make it look any worse. "That's kind of a long story. But if'n ya promise not to interrupt too much, I'll tell ya."

Big Mac's Story

So Rainbow Dash listened to Big Macintosh's story. It started with him coming back to town after a short hayride out in the countryside. Ever since he had been old enough to pull a plow, he'd given hayrides to the children of Ponyville and their parents at Nightmare Night. He had a special top hat and cloak just for the occasion, the very cloak he was wearing as he told the story, though it had seen better days. There hadn't been anything unusual about the hayride itself, winding through the darkened countryside and through a particularly gloomy stretch of forest just on the outskirts of town. A few friends of Big Mac had hung out along the trail, banging on pots and pans and making spooky noises to make it a little more exciting. It made the little fillies and colts jump, but mostly it just made their parents laugh. That had been alright with Big Mac, because the best fright of the night would come at the end of the hayride when he'd turn around with a skull where his face should've been and in his deepest voice say, "End of the Line". That usually got at least one of the parents and gave him a chance to have a laugh of his own. He'd hide his mask back under his hat and move on to pick up the next load of passengers after everypony had disembarked.

Only on the final hayride last Nightmare Night, when he got back to where he was supposed to pick up the next party, there was nopony around. The town had been dark and deserted on the outskirts, but he had figured that most ponies were either already in bed or still in the town square. Indeed he could still see the bright glow of lights from the town hall. Only as he looked closer, he could see that the light was hazier than usual. But it wasn't haze at all. It was smoke! As he looked closer he could see that there were lights all over town. The fire had spread quickly. Unhitching himself from his cart, Big Mac had run straight to the town hall, his hooves thundering in the unnaturally silent Ponyville. Where was everypony? As he drew closer to the center of town, he saw Nightmare Night decorations and costumes scattered around, and more than one house completely dark save for glowing grinning jack-o-lanterns. Was that what had started the fire? An untended candle in a carved pumpkin?

He didn't have time to think about that as a scream from a nearby house suddenly pierced the quiet. He swiveled his ears, trying to pin point where the sound had come from. Another shriek, this one suddenly cut off, aided this task. He rounded a nearby corner to come face to face with one of the burning buildings. The fire was mostly in the thatch, but he thought he could see somepony moving behind the darkened windows. Without giving it a second thought, he'd broken down the door and rushed into the living room of the small home. As he'd hoped, the fire was mainly in the floors above, and the smoke was only a thin haze on the lower floors. Even so, he could see where a few of the cross beams from above had smashed through the ceiling here and there, letting the fire spread downwards to lick through the ceiling. He didn't have much time before the whole top story would come crashing down into the bottom.

Fortunately he found what he was looking for right in the living room. A small blond maned pony, impossible to tell if it were a filly or a colt from behind, sat in the middle of the floor. He thought it was crying. He went to pick up the child and carry it outside, but when he leaned down to grab it, it suddenly spun around and caused him to jump backwards. The unicorn filly wasn't crying, it was laughing, and singing a little song over and over, "Nightmare Night, what a fright, give us something sweet to bite." As the fire spread into the living room, Big Mac could see by it's light that the filly was covered from it's mouth down to its belly in a dark, wet stain. In it's hooves it held a blond mares severed head, each bulging eye staring at an opposite wall. Big Mac didn't know why, but the thought occurred to him that the head belonged to the filly's mother. The child only laughed harder and took another bite from the stump of it's mothers neck. Big Mac had been reluctant to tell the next part of the story, and Rainbow Dash had to badger him a little bit before he admitted what happened next. He hadn't run away then and there but had instead kicked the thing, severed head and all, into the spreading fire. The flames didn't seem to bother the filly much, and she laughed and laughed as she twisted, melted, and blazed. That's what had caused Big Mac to run back into the night. That's what was burned into his mind as he ran out into what had been a deserted main street.

It wasn't deserted anymore.

From one end of the street to the other lurched crazed, dead, and dying ponies. It looked like every resident of Ponyville was pouring out of the town square. Some were laughing and singing like the filly he'd kicked into the fire. Others were screaming as they were drug along by the crowd. These Big Mac recognized as the families he had dropped off from the last hay ride. They were being passed back and forth between razor toothed mouths that bit off chunks of their flesh. As terrible as their screams were, the worst were those who took this silently, not yet dead but clearly resigned to their fate. They only whimpered when one of the creatures gnawed at slits in their bellies or chomped off a limb. Their eyes begged for a death that appeared to be long in the coming.

Big Mac froze.

To his horror these monstrous ponies were all around him, there was nowhere to run, and it seemed that all the houses on this block were now aflame. A sudden, mad thought occurred to him. He pulled down his mask and pulled his cloak tight around his body. Rainbow Dash didn't know if this made Big Mac a genius or an idiot, but he tried to pretend to be one of the monsters in that horrible parade. As he lurched along with them, trying to match their twitchy movements, he noticed that the cackling fiends weren't entirely flesh and blood. Bits and pieces of them gleamed in the firelight. Some were clearly half melted, while others sparkled as if they were frosted. It slowly dawned on him that beneath the stench of blood and death there was a sickeningly sweet smell not unlike that to be found at Sugarcube Corner. These creatures seemed to be largely composed of candy. He tried his best to double his speed, realizing his costume wasn't going to hold up for long when one of the creatures tried to pass a screaming, half eaten colt to him. Big Mac felt waves of nausea wash over him as he looked into the shredded face of one of the children that had been playing in the back of his wagon not but a few moments ago, so full of excitement for Nightmare Night. He had to fight down both his dinner and the urge to bolt. He forced himself to look away and pretend he hadn't noticed the 'snack' that was being offered.

Turning his head, he noticed that some of the creatures were carrying jack-o-lanterns. There was something strange about them. There were no marks where a lid could have been carved to place a candle inside the gourds. The faces that had been carved into the pumpkins were truly unsettling. They were ponies he new as townsfolk, each bearing expressions of fear, despair, and pain. He could've sworn that the carvings changed from moment to moment, but he didn't have long to dwell on what this might mean. Without realizing it, he had reached the front of the horde just as a clearing opened around the library. Twilight's library. Flames licked every branch, lighting it up like a Hearth's Warming tree. With a crack of thunder the door splintered outwards and Big Mac's eyes grew wide as he saw things moving through the inferno within.

The first to emerge was a monster made of pink cotton candy and bubblegum. Another came out that was clearly made of marshmallow, toasted here and there, blackened and still burning in other places. Behind them came a creature made of some kind of slick, purplish hard candy. With a start, Big Mac realized that these had once been three of his sisters friends; Pinkie Pie, Rarity, and Twilight Sparkle. Whatever madness had enveloped the town had gotten to them as well. Rainbow Dash made him stop and clarify what he meant, how could he tell that they had been her friends. He explained that he just knew, like he knew that the next thing that emerged from the flames was the cause. It was another candy pony, but unlike the others it was massive. Not only that, but it was composed of a chaotic assortment of candies all twisting and writhing on a frame that was covered in grinning mouths. It's long red liquorice hair twisted and writhed like a sack of maggots exposed to the sun. The other creatures eyes were blank slates of madness, but this monsters eyes were alive with insanity and something more. There was hatred, fear, and hunger in that baleful gaze, fomenting into an exultant evil that made Big Mac cringe. The monster's candy corn grin was so wide as she looked out on her 'subjects' it looked like the top of her head was going to come off. He didn't know it at the time but the ghoul he was looking at was the Candy Mare, the original, and the font from which all this terror had sprung.

She didn't say a word, she didn't have to. All she did was throw her head back in a chorus of laughter made up by the dozens of mouths all over her body. The other monstrosities bowed, some visibly prostrating themselves in terror, while others simply grinned darkly at the ground. Big Mac stood out like a sore hoof in the sea of kneeling candy ponies. The Candy Mare's eyes snapped immediately to him, long candy tendrils wrapping around his body before he had the chance to run. She lifted his bulky form off the ground as if it weighed nothing at all and pulled him close. She laughed like a little girl, giggling right in his face as she looked over his mask. He expected to be ripped apart at any moment. "What have we here?" she had said in many voices, "Aren't you a little old for Trick or Treat?"

Big Mac said in his deepest voice, "Nope." That actually made the Candy Mare's grip loosen, just a bit. She cackled again, the laughter high pitched like a filly's, sounding strange against the roar of the nearby flames. He thought he might have bought himself a chance to escape. Before he could so much as attempt to wriggle free, half his world went dark. The pain didn't register at first, but when it did it felt like a knife had been jammed into his eye socket. She had thrust one of her tendrils around the eye holes in his mask, and into his right eye in the process. She tore off his mask and ripped out his eye in one smooth motion that left Big Macintosh howling in pain as warm blood spilled down the side of his face. The Candy Mare made him watch as she put his eye between her candy corn teeth and slowly, savoring every second, popped the bloody orb. She chewed indelicately, mouth open so he could see exactly what was becoming of the soft organ that had so recently been inside his head. She swallowed the gory mess with a satisfied slurp.

"There's my treat," she said, and then lifted him high into the air, "to go along with your trick. Now here's a trick of my own! If you can escape, your treat is you get to live!" She flung him bodily into the flaming library. What followed was too chaotic for Big Mac to remember clearly. He remembered the stacks of flaming books, the smoke burning his lungs and stinging his one remaining eye. After the cool autumn air, the blaze he found himself in made his every nerve ending scream in agony. He'd stumbled through the fire, at first trying to find the door he'd been thrown through. He remembered slipping and sliding on pools of blood and pieces of dismembered ponies. He also remembered there being twin voices moaning and giggling in the flames. The pain might have caused him to hallucinate that bit, as well as the ball of dripping goo it belonged to. He didn't remember finding the window. All he knew was that he was already outside in the night air, covered in burns and shards of glass, when he realized that the unrelenting heat had abated. He didn't worry about the glass imbedded in his flesh, or the burns, or even his lost eye. All he knew was he had to run, as far and as fast as he could. That was the Candy Mare's game, and if he wanted to live he had to play.

Already he could hear the candy ponies coming around the sides of the library. "Nightmare Night," they sang, "What a fright! Give us something sweet to bite!" He ran as hard and fast as he could. As the smoke cleared from his lungs he was able to move faster, but still the laughter of the cannibalistic creatures dogged his hoof steps. He didn't have time to consider what direction he was fleeing in, or even time to consider hiding. Once or twice a candy pony would rear out of the darkness and Big Mac had no choice but to buck the thing like an apple tree. Some flew to pieces, while others splattered into thick puddles of ooze, bits and pieces of putrid meat bobbing in the candy slime. Big Mac found himself retching as he ran, but he had no time to stop and be sick. It took him a while to realize he was no longer running past darkened houses, but was instead bobbing and weaving through fog shrouded trees.

The singing seemed to echo in the distance now, "What a fright..." "Something sweet," fading in and out of the fog. Big Mac stopped long enough to be sick against a tree and almost had a heart attack when something leaped screaming out of the darkness. They ran away from each other, but bobbing between the trees, they only managed to crash into one another again. This time the pair gazed long enough at each other for Big Mac to realize this wasn't another candy pony he was looking at. Fluttershy shivered in the dark, clearly still terrified of Big Macintosh. Of course wrapped in his cloak, covered in burns, ripped up by broken glass, and missing an eye he probably looked like some terrifying monster out of a campfire story himself. Before she had a chance to flee, he had said, "Wait. It's just me. Big Mac." The yellow pegasus had hesitated, still looking like she was about to run for it when he took off his hat and tried to dust off some of the broken glass.

Fluttershy had flung herself around him in a huge hug, bawling her eyes out. She had been so scared, he didn't even bother to mention the excruciating pain this caused him as she ground some of the glass into his burned hide. It was hard to make heads or tails of what had happened with her at the time, but he'd heard the whole story in bits and pieces since then. Fluttershy hadn't been in town when the Candy Mare had come, but that hadn't stopped the candy ponies from coming to her. They had broken into her cottage, killed her pets, and almost gotten her as well. She had fled to Twilight's library, and must have just missed Big Mac and the army of undead, before fleeing into the Everfree Forest. She'd gotten off lucky, compared to Big Mac, but they both seemed to be the only ponies who had survived Nightmare Night in Ponyville that year. Together they had wandered deeper into the forest, at first to get as far away from Ponyville as possible and the maddening sound of screams and laughter on the wind. Later, as the night grew older, they began to find that they couldn't find the way back out again. They were moving deeper into the woods now, not by choice, but as if driven by the bizarre flora itself.

Worse, Fluttershy seemed to be falling ill, her stomach cramping horribly. Every few feet they had to stop for her to spit up a little blood. It was only a small amount at first, but it only got worse as time went on. That was when she started spitting out teeth. Rainbow Dash was pretty sure she knew what that meant. Between the cramps and the vomiting, Fluttershy woozily insisted that she was fine, that they just needed to keep moving. She swore she was just hungry, that she hadn't been able to eat all night and all the running around had made her sick. That was all. She wouldn't stop and rest no matter how much Big Macintosh begged her. When she finally did stop, against her will, she spat out a wad of something twitching and writhing in the grass. Teeth and claws had seemed to be growing from it. Big Mac had stomped it into the dirt, hoping that would be the end of it. His blood turned to ice as he heard Fluttershy's innocent little laugh close behind him.

Too close.

Her eyes glowed in the dark, though it may have just been starlight reflected by her dilated pupils. Where her teeth had once been were jagged fangs. "I'm hungry. So hungry. I just wish I had something sweet..." she had muttered. "Maybe a tender, juicy, red apple?" She had tottered toward him slowly on uncertain hooves. He ran. Rainbow Dash didn't blame him, but even he admitted that the sight of the little yellow pegasus chasing a huge stallion like himself through the forest must've made for a funny sight. It was fortunate for him that it was funny enough to attract Zecora's attention. She had seen them running passed her house and, using her knowledge of the surrounding forest, had managed to cut the pair off near a babbling brook. Big Mac tumbled and fell on the dark slippery rocks in the stream. Fluttershy had jumped on top of him and was just about to sink her fangs into his face when Zecora hit them both with a blue powder that knocked the pair of them out.

"And what happened after that?" asked Rainbow Dash, her tea long forgotten, cold beside her.

"Well, not much. Zecora did her best to patch me up," replied Big Mac. "It was the dead of winter 'afore Ah was back to anything like normal. Eventually Ah managed ta make it back out to Sweet Apple Acre's to grab a few supplies. From what Ah seen there, Ah reckon Ah'm the only Apple left 'round these parts," he hung his head low for a moment, a sadness washing over him that Dash found all too familiar. "Still, it was a good thing Ah recovered when Ah did, cause the star fruit ain't quite as potent in the winter time. See, Zecora could tell right away that Fluttershy had been cursed and worked up what she hoped would be an antidote. That's how she came across the potion that keeps that filly's condition under control. But a little before Hearth's Warming, that pegasus in there started having terrible episodes as the nights got longer. It took both my strength and Zecora's skills just to keep her in check. Ya see, we can just barely handle her, so we ain't never tried going after them other ones from town. Sides, messing with them hollow ones is dangerous. The Candy Mare, she can see ya through their eyes, and if she takes an interest in ya it's as good as a death sentence if she shows up in person."

Dash shivered, "I bet they don't just stay in Ponyville either though, do they?"

"No ma'am. In fact we're pretty sure they went up into Canterlot last Nightmare Night. That horde was moving north when Ah made my escape in the other direction." The huge pony rubbed sleep from his left eye. It was getting late, and though Dash had been enraptured by his story, she realized telling it had taken a lot out of him. "Ever since then they been popping up all around Ponyville and the Everfree Forest, where ever its dark or whenever night falls. They prattle on about how hungry they are, but they don't seem to need to eat much. They picked the forest clean of most critters over the winter, and since then they just seem to laugh and moan like that's all they need to be happy. We've been fortunate not to bump into their master in all that time, but Zecora thinks she might'a gone to ground over the summer months. She reckons the sun don't agree with her anymore than it does with her puppets." He got up from his chair, stretching his legs and popping his back. "Course they been a lot more active lately. Not a big surprise with Nightmare Night coming up. Zecora figures they're gonna do somethin' big tomorrow night, but she don't know quite what. The magics old, and while she's studied unicorn magic, she says this looks more like something earth ponies came up with. Can ya imagine that? Earth ponies using magic. Ah ain't never heard of that, but then Ah've seen a lot of things Ah'd never heard of in the past few months. These ain't times where it's healthy to be skeptical. But anyways, that's mah story."

Plastic Dream

"So then what exactly is wrong with Fluttershy?" asked Rainbow Dash. "Why is she, like, stuck between being a pony and a monster?"

"The child herself told us her tale, Big Mac told you she encounter those monsters as well. It would seem to get out of a spot that was tight, she felt the need to give one of the candy ponies a bite," said Zecora, re-entering the room. She had on a pair of goggles and a glowing flask that looked as bright as the sun. She sat the flask down and thumped the side once or twice, as if trying to get something to settle to the bottom. "That morsel in her stomach was how she did ere, for the candy corrupts from inside there. Removed quickly enough she would have been fine, but it festered and now on flesh she seeks to dine. Enough of our stories, long and old. It's time your own story, Rainbow Dash, you told."

So Dash told them. She told them about how she had been away last Nightmare Night and had come back to a burnt out Ponyville and a Canterlot in a panic over the many disappearances. She told them about how she tried to get on with her life, even though her nights were plagued by terrible dreams and all her friends were dead and gone. She had wept a little at that part, because now there was no doubt it was true. Except for Fluttershy, all of her friends were dead. Part of her had been waiting and hoping that she'd see everypony again someday, but that part of her had been swallowed up in the tide of horror she had witnessed. The floodgates of her emotions burst, and she didn't even try to hold back from crying this time. Zecora and Big Mac waited patiently for her to finish, the scarred stallion offering her his hanky. They then asked her about what had happened just before she crashed into the Everfree Forest.

She told them about being summoned to Canterlot, and being dispatched to investigate Ponyville. She didn't leave out anything about the search or what they had discovered. She almost choked up again when she got to the part about the ultimate fate of Shining Armor, his soldiers, and Trixie as well. She finished her story with the chase by the flying candy pegasi, and subsequent maiming from whatever had burst through the clouds. That's when Zecora gave her an uncharacteristically tight hug, and said, "You've been through so much Rainbow dear, your tale is a sad one to hear. I know you feel you must return to Canterlot, but I must insist that you do not. Rest here for the night, we will travel with you when it is light."

Big Mac whispered to Zecora, "So it's like you thought huh? And it's going down tomorrow?"

"Yes, it would seem so. Prepare the wagon to go," she whispered back.

Big Mac yawned loudly, and pled it too late for a pony his age to be up and telling sad stories. He left the room, claiming he was heading to bed. Zecora stayed and helped Rainbow Dash to spread around a few cushions to make a makeshift bed. An old tarp would have to serve as a blanket, but the cauldron fire kept Zecora's home cozy, even as the storm still raged outside her windows. "One last thing before you go to sleep, you spoke of a dream that made you weep. As the Princess said, I think in your dreams there may be a clue, if you don't mind I'd like you to drink a special brew." She presented the glowing flask from before. "This is the star fruit juice concentrated, its taste I think will make you elated. But it also may work to dispel the gloom from your dreams, and uncover something that is more than what it seems."

Even though Zecora had been so kind to her, Dash hesitated. Drinking a little fruit juice before sleep didn't sound like it would do much, though she was aware that having a lot of sugar before bed usually just made bad dreams worse. But then again, as bad as her nightmares had been lately, how much worse could they get? She found herself wishing that she was back in Canterlot with Celestia, chatting away until oblivion would sneak up and take her. Maybe Zecora was right though. Celestia had thought that Luna might be trying to send a message, wherever she was now. If there was something about her dreams that would help thwart whatever the Candy Mare was planning, that could only be a good thing, right? She took the flask from Zecora and tried a few tentative sips. It was a little too sweet for her liking, but at Zecora's urgings, she drained it to the last drop. With a burp she gave a slight smile...before the sleeping drought mixed into the potion took her headfirst into a nearby pillow.

Darkness passed through her and Rainbow Dash through it. The dream started the same as usual, but she was immediately aware that she was dreaming. As she looked around it became more and more obvious. Cloudsdale was much too small, looking more like a movie set of the town than the town itself. Even the sky had an unfinished quality. She could've sworn that she saw a pumpkin headed pony using a mountain as a step ladder to paint on the last of the evening stars. The other party goers around her were equally fake, unmoving mannequins dressed in slap dash approximations of Nightmare Night costumes that barely made sense. A few of them were clearly meant to be unicorns and earth ponies standing with the pegasi, two types that couldn't set so much as a hoof on a cloud without a complex spell. As if on cue, a spot light illuminated a tiny diorama of Ponyville only a few feet away from the Cloudsdale stage. An old recording of canned laughter played through a set of busted speakers. Bits of red and yellow paper stood in for the raging fire in the tiny model town. Wires, literal wires, leading up from a harness around her waist carried Rainbow Dash from the Cloudsdale set, and dropped her in a new one. Had her dreams really always been this cheaply produced?

The Ponyville that spread out before her was at least a bit of a better effort. The detail was good, but a little off. Everything was just a little too shiny, like new plastic toys. She glanced over her shoulder and realized she was standing on the edge of the diorama table. She couldn't tell if she had shrunk or the model had grown huge. Red and yellow paper crinkled and shook around her, approximating the sound and motion of flames. She tried, but she just couldn't stifle a laugh. Was this what was behind her horrible nightmare this whole time? She walked through Ponyville, for the first time appreciating how all the houses looked more or less the same. Same color, same thatch, same windows. Only a few buildings stood out as unique. Here was the train station, complete with what appeared to be a working model of the Ponyville Express, though the proportions of the engine and the passenger cars were completely skewed and totally off. There was Rarity's Carousel Boutique and Sugarcube Corner. Everything seemed to be recreated in great detail, but it was all just so wrong. Things that should've stuck out were flat and two dimensional, even the flowers looked like they were pasted on the sides of houses rather than planted in front of them. Indeed, she actually walked over to one house and found that the 'bed of flowers' was just a big sticker stuck to the houses exterior.

Even worse were the residents of Ponyville. They were still here, and indeed some of them were still clearly burned, but it was kind of hard to take seriously. Like in Cloudsdale, they were represented by plastic mannequins. Their cutie marks were stickers, just like the flowers, plastered on their flanks. Some only had them on one side, as if whoever had made them had been lazy and decided they were only ever going to be seen from the one side. They all had the same mane and tail styles, long and straight, though as mentioned a few had burnt hair and melted bits of plastic dripping off. They moved around stiffly. Dash had to admit that was a little creepy, but everything was so bright and pastel colored she still didn't find it frightening. Tiny representations of Sweetie Belle, Scootaloo, and Applebloom, their hair made of plastic like the rest of their bodies, jumped up and down with a piece of string. It looked like somepony had poured something brown and sticky on the Applebloom model. The Applejack further along had been "impaled" with what looked like a pipe cleaner. There was even a plastic Spike, larger than the baby dragon had been in real life, set up as if he were chatting with a white unicorn doll meant to be Rarity.

It was all so silly she didn't even realize at first when she found herself standing in front of what was meant to be the town library. What was a massive tree in real life was just a hunk of plastic, all one piece in the dream. There was a flash, perhaps the old nightmare trying to re-assert itself, and she stood dwarfed by the burning tree once again. She shook in her sleep, and the dream bounced back to the tacky model version of Ponyville. Still, a wave of foreboding washed over her as she drew near the door. She wasn't sure what waited for her on the other side in this wacky toy world, but she wasn't sure that being eaten alive would be any less terrifying when mannequins were doing it. The door swung open of its own accord and she walked inside. The shelves here were all empty. There were no burning books, though crinkled paper danced and fluttered in a bad approximation of flames inside just as they did in the town outside.

Twilight Sparkle stood before her, though unsurprisingly, she was just another plastic doll. Bits and pieces of another model, this one pink, were scattered at her hooves. Rainbow guessed that this was meant to be Pinkie. Sure enough, she could see her head rolling around just behind the library door. "So are we gonna try again Twilight, huh, huh?"

"Would you cut that out Pinkie! She's scared enough when she sees me!" said the Twilight doll in exasperation. "Whenever you start moving around it just makes things worse! We've been trying to communicate with her for what feels like months now and you haven't been helping one bit!"

"Well pardon me Twilight," said the plastic Pinkie Pie head. "I just wanted to lend a hoof. I think there might still be one behind that book shelf over there." She giggled and snorted and kept rolling around and around on the floor. The Twilight mannequin just sighed heavily. Dash suspected that if the Twilight doll's legs had joints, she would've had one hoof to her forehead.

"Uh...hi. I know this is just a dream, or whatever, but do you have something you've been wanting to tell me?" asked Rainbow Dash, a little confused.

"She can hear us? You can hear us!? Oh thank Celestia!" cried Twilight, "You have no idea what it's been like. Every night it's the same thing. We call you here to tell you what you need to do to stop the Candy Mare and all you do is scream and scream and then disappear. I guess you wake up or something, but Luna keeps trying, so we have to keep trying too."

"Wait Luna? Princess Luna? So she really is behind this dream?" asked Rainbow Dash.

"Well of course silly!" laughed Pinkie Pie's severed plastic head. "Do you know any other ponies that can walk through dreams? Of course that's about the only walking she can do anymore now that the Candy Mare has her. I feel really bad for her, you know? I mean, I've just gone all to pieces thinking about it." She burst into laughter and bobbed and spun around Rainbow Dash's legs. Yeah, this might not have been her usual nightmare, but it was still way, way weird.

"Stop that Pinkie!" scolded Twilight. "You'll have to excuse her Rainbow Dash, the jokes are just how she's coping with the situation. It really is quite dire. The Candy Mare is coming back in a big way, and I mean way worse than she ever was before. As one of the only remaining holders of the Elements of Harmony, I think only you will be able to stop her from cursing all of Equestria."

"All of Equestria?" Dash asked, swallowing hard. "What is she planning? What does that monster want?"

"The same thing she's always wanted," said Pinkie Pie. "to gobble every pony up, duh."

"She'll go from consuming ponies a dozen at a time to being able to consume entire towns in seconds. It won't matter if it's day or night, she'll thrive. She'll coat the entire world in a candy shell and snuff out every life but her own," said the plastic Twilight somberly. For just a moment, she twitched and seemed to fade in and out, something darker looming behind her. "Each life she takes just makes her stronger. She's already lived for thousands of years. If she succeeds in performing her rituals she'll have access to enough life force to live forever. Even if you find a way to escape her, she'll catch you eventually. Or your children, or your children's children. She'll never stop."

"Each life she takes keeps her that much further away from the darkness. That's what she's afraid of, you know? She can't stand the light, but she hates the darkness more. That's why she lets our souls shine," said Pinkie Pie.

"Your souls shine?" then it dawned on her, "The jack-o-lanterns."

"Well deduced Rainbow Dash," nodded Twilight as though to a star pupil. "Once our bodies are converted to candy, they are a part of the Candy Mare. But she has to keep our souls for power. I think if you can smash the pumpkins, that would free the trapped souls. She hides the souls now, but if you can find them and destroy them, you'll remove the bulk of her power. All I can tell you is that they're kept in a dark place, where even their combined light can't penetrate the gloom. I'm betting it's somewhere in the Everfree Forest. Probably the same place she's keeping Luna, the old Castle of the Pony Sisters, where we first found the Elements of Harmony."

"If you can free Luna, you defiantly should," chimed in Pinkie's head, spinning around upside down. "She was able to seal the Candy Mare in slumber in the first place. She might even be able to do it forever this time! But be careful Dash, that oblivion is the darkness that monster fears most. She doesn't want to go back to the nightmares of how she was created, but those are the only memories she still has from her old life. It'd be kind of sad if she hadn't, ya know, killed and eaten me and almost all of my friends!"

"Speaking of nightmares, I feel kind of silly," said Rainbow Dash, giving an awkward laugh. "All this time I was seeing you guys as these messed up corpses, but you were just plastic dolls this whole time. I must've seemed like a real idiot for being so scared," the azure pony laughed again. Both the Twilight mannequin and the Pinkie Pie head froze and were quiet for a minute. "Uh, guys, you still there?"

"Yes," said Twilight. "However, we never questioned why you were afraid. I mean it's obvious really. After all we look exactly the way we did the night we died."

"Yeah, you've been standing ankle deep in my guts this whole time. It kind of tickles, to tell the truth, but I don't mind." said Pinkie's severed head.

"And you're nearly cooked through now," said Twilight, one plastic hoof reaching out and giving Dash a little poke that sent pain racing through her body. "The fires have roasted you well. All of your other dead friends will be here soon, and then we'll feast!"

"A real BBQ get together, just like old times!" giggled Pinkie Pie, her eyes rattling around in her skull. "I hope the others don't mind, but I think I want a little taste before they get here. She looks so good, I bet the meat will just fall right off the bone!"

Either Zecora's potion had worn off, or the Candy Mare had retaken control of Dash's dream. All around Rainbow Dash the plastic peeled and melted, pastel colors giving way to darkness and corruption underneath. Flames roared, consuming the paper that had been it's pale imitation. Everything was rotted and burned, a putrid stench flooded Dash's lungs. It was only made worse as she realized it was the stink of her own burning flesh. She raised her hooves and found, just as her friends had said, she'd been cooked through by the flames. The skin on her face had peeled back, making it impossible to close her eyes and her locking her mouth in a smiling grimace. She crumbled to the floor and felt herself involuntarily curling into a fetal position as her muscles spasmed and clenched from the pain.

Just as Pinkie had said she felt herself laying in a slithering, squirming pool of entrails. Not just Pinkie's and Twilight's, but her own. Her stomach had burst like an over cooked sausage from all the internal heat. Twilight loomed over Dash now, her own body ripped to pieces, chunks missing where bites had been taken out of her hide. Twilight's jaw hung open only by a few scraps of flesh and tendon, but even so Dash could see the drool spilling from her mouth as she gazed into that aweful parody of her friends face. Pinkie Pie's severed head was more like an eyeless, fleshless skull that moved around the floor thanks to the thick tongue that slipped and slid from her mouth and through the bloody guts. Dash flinched as she felt it flicking over her burnt flesh. The library door burst open, and the other blood dripping horrors she had passed in the street streamed inside. Those that still had eyes looked at her hungrily. "Oops, too late," gurgled the former party pony's skull. "Guess we'll just have to share! Let's eat!"

Biting, ripping, tearing. Rainbow Dash felt bits and pieces of herself shredded and chewed by jagged teeth, "Let's eat!" She felt herself being swallowed by many mouths and sliding over tongues that were hot against her burns, "Time to eat!" Worse, she wasn't dying, "Let's eat!" No part of her was dying! "Time to eat!" She just kept on living through the pain, every individual part of herself still communicating the feeling of sliding down gore choked throats into the acid filled pits of bottomless stomachs, "Let's eat!" When they ate her eyes would she still see it? "Time to eat!" When they ate her tongue, what would that taste like? "LETS EAT!" Why couldn't her heart just cease it's incessent beat!?

Rainbow woke with a jolt, coughing, her eyes fluttering as the haze of the nightmare faded from her vision. However, the stench still lingered, the smell of burning flesh and putrid decay. "Time ta eat," said Big Macintosh, shoving a plate of sausage, eggs, and toast under her nose. The azure flyer turned a sickly shade of green and threw up right there in the middle of Zecora's living room. Big Mac jumped back, moving the tray of food out of the way just in time. His one good eye swiveled around, uncertain of what to do. All he could think to say was, "Er, we got cereal if ya would prefer that."

Breakfast

After Dash had a chance to empty the meager contents of her stomach into a bucket provided by Big Macintosh, her head cleared enough for her to realize all she had been smelling before was breakfast. She got groggily out of her makeshift bed and joined the others in the kitchen. They sat around a several crude planks of wood that served as a table. Zecora sat pouring over what looked like a stack of notes as she ate her meal. There was a spot for Fluttershy, now wrapped in two more heavy chains along with the one from before, secured to a post in the kitchen that seemed to be there purely for accommodating her presence. Big Mac, for his part, sat in the big easy chair drug in from the living room. Fluttershy ate her food ravenously. Watching her and listening to her wolf down her food made short work of what little appetite Rainbow Dash had. Instead, Dash related to the others how drinking Zecora's potion before she went to sleep had altered her dreams. Big Mac seemed to be paying attention through bites of hash browns, but it was the zebra herself who seemed the most interested, setting down her notes to listen intently. The blue pegasus left out the details of what happened at the end of her nightmare, not wanting to put anypony else off their breakfast, but she did mention how it seemed towards the end that the Candy Mare had retaken control.

"I'm not surprised by what you say, I'm just glad the star fruit made her go away. Even if not for the whole night, at least you were spared the brunt of her spite," the zebra added a few drops of honey to her bowl of grits. "Valuable it seems is the information you did acquire, we should act on it before we all expire."

"But how? I mean Nightmare Night is tonight! If I understand what you and Twilight have been telling me, that''s when these monsters are going to be at their strongest." worried Rainbow Dash, staring sadly into her corn flakes. "If we were planning on assaulting the Candy Mare directly, we'd need to get word to Canterlot first for reinforcements. She'll be held up in the ruins of the Castle of the Pony Sisters. She might not even have to come out to complete her ritual and I doubt two ponies and a zebra could lay siege to her lair by ourselves. The best we could hope for would be to slow her down and buy time. The bad part is I'm not sure the entire Equestrian Army would be anymore successful than us at that, especially once night falls."

"Now, now, don't lose hope. We'll have my potions to help us cope. Honestly we have all day. We'll stop this Candy Mare, we'll find a way!" said Zecora with more certainty than Rainbow Dash felt was deserved.

"Eeyup," was all Big Mac had to say.

"Um, I might have an idea," said Fluttershy quietly. "I know it'll take some time for you guys to get to the Castle of the Pony Sisters, and the Everfree Forest isn't exactly safe, even in the day." Everypony stared at her, making her fidget and her chains rattle, but she pressed on. "Believe me when I say I know the Candy Mare and her subjects have been restless lately, but they'll be at their weakest right now, while the suns climbing high into the sky. Even I can feel it, the urge to curl up in a dark corner and just drift away." The yellow pegasus rocked a little back and forth on her stool, her eyes drooping a bit with sleep.

"I get that Fluttershy, but somepony still has to get to Canterlot," said Rainbow Dash. "With the Ponyville Express out of commission it's at least a days walk from here. Who ever is going needs to go now, or they won't make it back by night fall."

"It might be a days walk, but it's only an hour or so as the pegasus flies," said Fluttershy, a dreamy expression on her face.

"Wow, Fluttershy, I know you're kind of out of it, but you have to have noticed my wing is busted up pretty bad. I'm not going to be flying anywhere anytime soon," said Rainbow Dash, flinching as she tried to flex the injured wing.

"Oh, um, I wasn't actually talking about you. I was talking about me," Fluttershy said meekly, giving her wings a tiny flap. "I could fly to Canterlot, if that's okay?"

"Nope," said Big Mac through a mouthful of biscuits and gravy.

"I must agree with Big Mac, there's no guarantee you'd make it back. If we let you off your chain, on other ponies you'd bring pain. While the sun blunts your curse, your freedom may only make things worse," said Zecora, a worried expression on her face.

"I know what I am. I know I'm a monster, and that you probably shouldn't trust me. But what were you going to do? Just leave me chained up here while you all go off to fight the Candy Mare? Leave me to worry about you all facing the creature that killed all our friends? I might not be the pony I once was, but I remember my friends, and I remember how they died. I dream about it sometimes, not quite like Rainbow Dash, but enough to know that if it is Luna reaching out to her, she's trying to reach out to me as well." Fluttershy pushed her empty plate away from her and looked directly at Zecora. "I know I'd be a risk if you took me with you. Even though I'm terrified of the candy ponies, I can feel them tugging at my mind sometimes. I can feel the Candy Mare trying to act through me, but only when she's close. Letting me go to Canterlot will put me further away from them and further out of range of her influence. It might actually be safer to let me go."

A look of doubt crept into Zecora's face. The zebra had a long time to study Fluttershy's condition, its severity and what influenced it. The move would still be risky, but it was true that the further away from other candy ponies the yellow pegasus remained, the less likely she was to have a relapse. "Ah said nope," Big Mac stood up from the table, glaring at both Zecroa and Fluttershy. His eye narrowing as he started to lose his usually boundless patience with the situation.

An uncharacteristic defiance crept into Fluttershy's soft cyan eyes. "What choice do you really have? If you want to warn Canterlot it's not exactly like you can just wait for the mail pony or have Spike poof the message to the Princess herself. They're both dead. I'm the only pony other than you who was in Ponyville that night and survived. I owe it to those that died to help make sure these monsters go down." As quickly as it had flickered to life, her spirit seemed to crumbled around the edges, tears welling up at the corners of her eyes. "Please let me do this. If for no other reason than to make up for all the trouble I've caused you two. I hate being a burden and not being able to repay your kindness. Just let me do this one thing."

"Sure," said Rainbow Dash, the others looking at her in surprise. "What? So Fluttershy tried to eat me last night, not like that hasn't been happening in my dreams most nights. The fact is I've known Fluttershy all my life, and while she might be a little timid, she always comes through for her friends when it counts." She draped one forelimb over Fluttershy's shoulders and hugged her tight, despite the chains getting in the way. "And I know exactly how she feels about wanting to get a little payback for our friends from these candied freaks. I trust her to get things done."

"But Rainbow you must understand, in her own will Fluttershy may not have a hand," said Zecora.

"What's a hand?" asked Rainbow Dash, confused.

"Those things Spike had instead of hooves." said Fluttershy.

"Oh, those. I thought they were just, ya know, weird shaped paws. He had claws after all."

Big Macintosh gave a heavy sigh and put one hoof to his forehead. "Fine," he said, leaving his hash browns abandoned in a pool of grease. "Ah'm gonna go make sure the axles are greased on the wagon. Y'all do what y'all like. Ah'm washing my hooves of it."

"I think he's mad," whispered Fluttershy, her wings drooping.

"I'm not so sure he felt wrath, its seemed to me he suppressed a laugh," mused Zecora. "If Big Mac doesn't mind, I guess I will act in kind." With practiced ease the zebra removed Fluttershy's collar, pausing only a moment to smooth down the pegasus mane. The motherly gesture made Fluttershy tear up again, but the look on Zecora's face was deadly serious. "I must warn you not to ramble, this course of action is a gamble. Go as quickly as your wings will carry. Fly fast and true, do not tarry!"

Rainbow Dash smiled and nodded at Fluttershy, and for her part the yellow pegasus wrapped both her old friend and her keeper in a huge hug. "Thank you, both of you, for believing in me. I promise I won't let you down. I'll be back as fast as I can." With that, Fluttershy ran for the nearest window and opened it carefully, hopped out, and closed it gently behind her. Then she was off into the distance before Rainbow Dash could blink.

"I wonder if this was the right choice. It's been sometime since there has been hope in her voice," said the zebra, clearing the breakfast table.

"Hey weren't you the one who said we shouldn't lose hope?" asked Dash, trying a spoon full of mushy cornflakes, before letting the spoon drop back into the bowl and making a sour face. Her stomach might have settled enough to try eating, but the limp cereal wasn't going to cut it. "It's about all we really have right now."

With breakfast out of the way, and daylight burning, the trio quickly set out for the heart of the Everfree Forest where the Castle of the Royal Pony Sisters lay. Despite the fact that they were on their way to face almost certain death, Rainbow Dash found herself oddly in high spirits. Maybe it was just seeing Fluttershy again, or having spent the last few days in the company of others instead of painfully alone. Whatever it was, she found herself breathing deeply the cool autumnal air, her mind drifting to other things than candied ghouls and nightmares. The wagon that Big Mac had pulled around wasn't as broken down and bedraggled as Rainbow Dash had expected from how much attention he'd had to give it to prepare for the trip. It even had a new coat of lacquer, though that made her head swim a little given her mostly empty stomach. The wheels were in good shape and took the ruts in the over grown path through the Everfree Forest better than she thought they would too. Dash and Zecora sat on the drivers bench in the front, while a tarp hid what she could only assume were a collection of bottles and jars that clinked and clanked in the back. Big Macintosh himself pulled the wagon, and Dash found herself wondering if this was the same cart he used to pull fillies and colts around for hayrides. She didn't feel comfortable asking, not wanting to open up old wounds. Her own, more recent injuries were complaining enough as the wagon rattled and jutted along the path.

The sun shone brightly in the early morning, dappling the path in bright pools of light as it passed through the trees. The leaves were amazing, even Dash had to admit that. Though the trees of the Everfree Forest grew thick together, there were still marvelous sprays of red and orange, yellows and browns, a riot of fall foliage still decorating every branch. Here the leaves would fall of their own accord in the coming weeks. It made Dash a little sad, remembering that there was no pony to participate in the Running of the Leaves around Ponyville this year. It'd just be her and a few windy clouds. Well, if she lived that is.

It was weird. Even though she had seen the candy ponies, had seen how deadly and frightening they were, in the light of day it was impossible to really come to grips with all of that. It was even harder to believe that sundown would mark the start of Nightmare Night. She remembered how excited Pinkie Pie had been about getting to decorate the entire town herself last year. All the fake spiderwebs, streamers, fake skeletons, and Nightmare Moon decorations she'd bought and strewn around town had probably been way more than Mayor Mare had wanted. Even so, Pinkie had a blast, constantly surrounded by a gaggle of smiling children. Applejack, she remembered had been busy making candy apples and other treats for the town festival. Rarity had of course been hard at work making costumes for townsfolk and high society alike. Twilight, for her part, seemed to be buried under her books at the library like usual. Remembering them like this made her heart ache.

Fluttershy though, good old Fluttershy, Rainbow Dash wondered what she had been doing this time last year. Had she been getting ready for Nightmare Night in her own way? Locking all the doors and windows and hanging a sign letting trick-or-treaters know they weren't welcome? That actually made Rainbow Dash smile. Of all her friends, Fluttershy had been the most anxious about Nightmare Night, ever since she'd been little. Now she was probably a more frightening monster than she had ever imagined lurked under her bed or behind the closet door. It would've been funny if it weren't so sad. The most gentle and kind pony she had ever known was now a ravenous, pony eating monster. Dash hoped that putting down the Candy Mare would somehow help her friends affliction. Even if it didn't, maybe it would at least make it more manageable.

They were getting deeper into the forest now. They'd take time to stop for lunch before they reached the castle ruins. Dash wondered, not for the first time, how Fluttershy was doing.

Fluttershy was doing terribly.

The bright sunlight beat down on her like a blow torch, the autumn breeze doing nothing to keep her from feeling like she was burning alive. She tried to tell herself it was just because she was out of practice flying. She'd been caged up for the better part of a year, unable to really stretch her wings. She should've felt exhilarated, instead all she wanted to do was slink into the nearest shadow and sleep for a hundred years. As it was, she was afraid to fly too high for fear of passing out and falling from a great enough height to hurt herself. She wasn't completely sure such a fall could kill her anymore, but neither did she want to find out what it was like to have to drag herself to Canterlot with broken, twisted limbs. She would if she had to, such was her devotion to her friends, but she certainly didn't want to.

She darted from tree to tree, staying in the shade as much as possible. As she drew near to the edge of the Everfree Forest, her time in the sunlight grew longer and longer. She wasn't sure how she was going to cope once she hit the open plains between Canterlot and Ponyville, but she'd have to figure something out soon. Something whispered in her ear. She could hear them, the other candy ponies, murmuring in the brush and buried under the dirt. Sentries, left here so that the Candy Mare would know if anypony entered the forest. She'd need to remember that when she warned the Princess. It would be wise for them to come back with mainly flying troops. Maybe call in the Wonderbolt's from Cloudsdale. They were the fastest and most skilled pegasi in all of Equestria. If any ponies could help, it would be them.

All too soon Fluttershy burst out from under the cover of the trees and into the open meadows that surrounded Ponyville. The town itself crouched low in the distance, a black smudge on the brittle yellow landscape. This was the first time that Fluttershy had seen the town in the light of day since the night of the fire. Just the sight of it in the distance made her heart drop into the pit of her stomach. Without realizing it, her wing beats slowed as she remembered that night that had turned her into a prisoner inside her own body. Even though it was the last place she wanted to go, the shadows swarming among the ruins promised relief from the glare of the sun. Conflicted though she was, her body ached for those cool pools of darkness. She closed her eyes and darted into Ponyville, kicking up a shower of muddy ashes as she flew.

This was a mistake. There were other things like her hiding in the shadows and beneath the ruined town. She could hear them in droves, mumbling in their sleep. She slowed now not out of any maudlin sense of sorrow, but out of necessity. If she wasn't careful, she'd end up waking the whole town. As it was, she could already feel candy eyes blindly staring out into the daylight, searching for what had stirred the soot that covered the muddy roads that lead into Ponyville. Fluttershy had to hope they'd dismiss it as a gust of autumn wind. She mentally kicked herself for coming this way now. It might've been faster to cut through Ponyville when the town was still safe, but now it was like cutting through a minefield. This would certainly slow her down, and worse, stop her entirely if she wasn't careful. The very shadows she flitted between also offered safe haven for the dreaming dead. Even so, she was doing better than she feared she would. If she had been a normal pony, she wouldn't have known what spots were too dangerous to tread upon, what areas needed to be avoided. For once she was thankful she wasn't entirely normal anymore. She was already almost halfway through. She was just coming to the town square now.

Too late, she realized she wasn't alone, as a thick bolt of dark red magic arched towards her. With only a moment to spare she darted out of the shadows and into the light. Instantly she regretted her decision as the sunlight sapped what little strength she had and made her involuntarily fall towards the ground. The same ground that the magical attack had come from. "What? It doesn't burn? Why doesn't it burn! How dare you defy the Great and Powerful Trixie! By her order all you vermin are commanded to BURN!" a pony in a tattered cloak and hat roared as she fired another bolt at the ailing Fluttershy.

Open Maw

Dodging as quickly as she could, Fluttershy ducked back into the shadows. "Trixie survived!" was not the first thought in her head. It was "She's trying to kill me!" followed quickly by "What do I do!?" As questions go, it wasn't necessarily a poor one given the situation. Indeed it seemed Trixie had fought all through the night, the state of her cloak attesting to the close calls she had endured, hanging from her shoulders in strips and tatters. Her hat had been lost completely at some point so she had replaced it with a crude substitute made from an old half melted Nightmare Night bucket. The black and red magic that crackled around her eyes and horn had apparently been deployed only briefly into shaping it into a new chapeau, as it still bore the grinning face of a cartoon jack-o-lantern on the front. Trixie's eyes were wild, darting back and forth as she fired bursts of magic at Fluttershy. She realized that the reason Trixie's spells hadn't connected in the first place might be because Trixie was still fighting a version of the candied horde inside her head. Indeed she turned around and around, frantically looking for an enemy that she had long ago blown to pieces.

Fluttershy could hear them in the dirt around Trixie's hooves. She'd destroyed hundreds of them, but they were rebuilding themselves bit by bit in the earth. They were just waiting for night fall to come again, to wrap Trixie in a flood of candy teeth and bone. It wasn't anger she felt from them, but a recalcitrance born from an unrelenting hunger. A hunger that wilted inside Fluttershy the higher the sun climbed into the sky. She didn't want to fight, and she didn't have time for this. "Trixie if you could just~" she tried to say as another thick bolt of black lightning scoured an already crumbled building, "I'm not trying to hurt you, I'm actually~" a wave of crimson energy that crackled and burned the air ripped through the spot where Fluttershy had been moments ago. "If you'd just calm down, Rainbow Dash sent me to~" but she still wasn't allowed to finish, as a nearby lamp post was frozen solid by a sudden frosty blast. Trixie wasn't having any of it.

"Silence! Trixie proclaims that there will be no talking for the dead!! Now hold still so she can return you to the dust that spawned you, cur!!!" Bolts of black lightning and burst of crimson fire rained down all around Fluttershy. The amulet at Trixie's throat glowed so brightly with dark magic it illuminated the entire square, and physically levitated the unicorn into the air. Crimson light burst from her eyes as she screamed madly, "Dust to dust, and to dust you will return!!!! So says the Great and Powerful Trixie!!!!!"

"Enough!" roared Fluttershy, fiery emotions swelling up inside her heart. She dodged around the flashy, deadly spells, a surge of adrenaline sending a hoof flying into Trixie face. The slap stunned the unicorn long enough for Fluttershy to lock eyes with her. Fluttershy stared hard, the light from the amulet reflected as a crimson glow in her own eyes. "Now you listen to me! I get it, you've been out here all night fighting for your life! But do I look like a candy pony to you? I haven't so much as tried to nibble on you, yet you're just throwing these huge spells at me like I'm some kind of monster! Well aren't you just an assumptive little busy body? No, I totally get it, you're half crazed from lack of sleep and frightened out of your mind! Well guess what sister, that makes two of us! But while your sitting here having your little breakdown, I'm actually trying to get to Canterlot to warn Princess Celestia about this mess! So unless you want to find out what happens when all of Equestria ends up like this happy town, maybe you should stuff your little magic amulet into that abomination you have for a hat and let me go about my business!"

The entire diatribe had taken place with Trixie staring wide eyed and mouth agape as Fluttershy had raged mere inches away from her face. For a moment she was speechless, until she raised one hoof to her face, "You struck Trixie."

"I know, and I'm sorry I had to do that, but you were seriously out of control. Are you better now?" asked Fluttershy.

The crimson glow around the amulet flickered gently. The power seemed to drain out of Trixie slightly, and along with it a measure of the madness in her eyes. "Yes...yes Trixie thinks so. Everything has just been so..." she clutched her head as if in pain. "They wouldn't stop eating. Even when I blew them to pieces they drug their heads along the ground by their tongues to try and get to any bloody scraps they could find. They laughed with broken jaws and sang with their limbs ripped and scattered. It was so horrible."

"There, there," said Fluttershy, hugging Trixie and smoothing down her wild mane, "They're all asleep now. They can't hurt you anymore. We should leave though, the shadows aren't safe for you, and it will all start again when night falls."

"Yes...yes," said Trixie, eyeing the thing she had tried to make into a hat before she tossed it back on the pile of rubbish where it belonged. "I'm afraid Trixie lost her head there for a moment. You're absolutely right. Canterlot must be warned. We should go now. You said that Rainbow Dash sent you? Trixie takes that to mean she didn't make it herself then?"

"No, I'm afraid not. But she is still alive and safe for the moment. Or at least as safe as any pony is under the circumstances." Fluttershy glanced around apprehensively, aware that the day was grinding on and the shadows were starting to get shorter the closer the time got to noon. "I wish I had time to tell you more but it's really very urgent that I get to Canterlot as quickly as possible and, well, you know," the yellow pegasus fluttered her wings, indicating succinctly that she had a faster way of traveling than walking.

Trixie smirked, "Don't worry my little pony. You can fill the Great and Powerful Trixie in on the way." As she spoke, her horn flared once more with dark magic, wings of smokey shadow arching from her spine. "Now that Trixie has a little breathing room, she can fully tap the Alicorn Amulet's copious collection of magical augmentations. Do try and keep up!" With that, she took to the air with a crack of thunder. Fluttershy groaned, what little energy she had already draining away as she climbed into the sunny sky. It was going to be a long flight to Canterlot.

As Rainbow Dash, Zecora, and Big Mac had gone deeper into the forest the sunlight had faded to a few ghostly shafts that glimmered weakly through the leaves. At first, Dash had thought the weakening light was a result of the thickening forest. Thankfully, she was a weather pony, and she felt it when the air pressure dropped like a stone. The wind began to violently rustle the leaves, to her ears the sound was reminiscent of a crackling wild fire, and a storm blew up as suddenly as the one from yesterday. Zecora didn't seem overly concerned with the loss of the light, however, merely urging Rainbow Dash to remain quiet when she mentioned the change in the weather. As it stood it should've been close to high noon, but instead the watery grey light made it seem like twilight was drawing near.

The closer they drew to the Castle of the Royal Pony Sisters, the more twisted and strange the forest grew. This part of the woods had always seemed a little dark and foreboding. Rainbow Dash remembered the first time she had come through here with her friends when they were searching for the Elements of Harmony. It was true the trees had seemed almost monstrous even then, but now they loomed menacingly and leafless on all sides, a sea of skeletal limbs clawing at the sky and lunging at the little wagon with each gust of wind. Though they had left the fall foliage behind, the trees here were not entirely unadorned. Bits of what looked like leather and sackcloth hung in strips, strung from the branches of the trees that lined the pathway like Spanish moss. Though faded, Dash could see that they had once been bright and multicolored. Here and there she could swear she saw familiar, yet faded insignias. She felt her stomach turn as she took a closer look and realized that what she was seeing were the empty hides of ponies and other creatures, draped in various stages of rot and decay from the crooked grasping tree limbs. A few bloody strips of once tawny skin seemed fresher than the others, the coagulated blood that splattered the bark of the tree it was draped over still a dull red. What looked to be an apple with a slice missing, the unfortunate ponies cutie mark, decorated the shredded skin.

When she tried to draw Big Mac or Zecora's attention to this, they just grimly shook their heads and brought hooves to their mouths, indicating it wasn't safe to talk. The sound of wind snapping the loose hides like banners and the wagon wheels crunching over the path were the only noises that seemed permissible. That was odd. There weren't any leaves around for the wheels to crunch and the path here should've been sandy, if not outright muddy, if Dash recalled correctly. Were there that many fallen branches on the road? Glancing down at the path, Dash wished fervently that she hadn't. Bones of all shapes and sizes, large and small, littered the path as it wound in and among the grizzly trees. These were what snapped and popped beneath the wagon wheels. Though impossible to tell the exact age of the femurs and rib cages, at least some of them had to be fresh given the charnel scent that wafted up from the road. It was obvious that these couldn't all be pony bones, but that didn't stop Dash from shivering. She couldn't help but note that, diverse as these bones might be, they were all uniformly gnawed and broken. As though what had made them wouldn't be satisfied until it had sucked out the last bit of marrow, the last gristly mouthful.

They continued on for what had seemed like hours in silence, the bones on the ground growing thicker, the tattered leathery hides growing more decayed. Thunder began to rumble around the horizon before they at last exited the open air crypt that had once been a forest. They emerged near a rickety wooden bridge that spanned a deep canyon. This was all that lay between themselves and where the ruins of the Princess's former fortress lay. Or rather, where the ruins were meant to lay. Big Mac had stopped so suddenly that Rainbow Dash was about to shout at him that some ponies still had fresh injuries, danger or no danger. Her words died on her lips. She realized Big Mac's sudden stop was for a very good reason. Gasping aloud, her eyes gazed up, and up, unable to take in the fullness of the structure that towered before her. Dark clouds boiled around the top, green and orange lightning crawling along their black undersides like webs of fire. Candied pegasi flew among them, directing the clouds to keep them thickest around the lofty tower. Rainbow Dash realized that it was probably these creatures that had been responsible for the storm yesterday. Now it appeared they were manipulating the weather to create an unnatural night. Even so, the steady flashes of lightning illuminated the castles glossy surface, its twisting jutting spires, and its chaotic coloration. It half reminded Rainbow Dash of those gingerbread houses that were sold around Hearths Warming, only covered in jack-o-lanterns and shaped by the hooves of a deranged baker who kept the bodies of little ponies hanging in his larder.

It was all candy, of course. Each spire and snapping flag, each winding turret, every single step and parapet was some kind of chocolate, nougat, caramel, or hard candy. Something like that shouldn't be able to exist in this world. Candy walls should've collapsed under their own weight, marshmallow stairs should've shriveled and shrunk in the sun. It should all be a sticky melted mountain of mush, but instead it towered darkly like the biggest Nightmare Night decoration that ever had or ever would exist. For some reason Rainbow Dash wished Pinkie Pie was here to see it. As horrifying as it was, she couldn't help but think the pink party pony would truly appreciate such an edible edifice in ways she never could. That is, until Dash realized it was twitching and pulsing. Writhing and wavering like the heat haze over asphalt in the summer.

At first she had thought it was just a trick of the flashing light, but no, bits of the candy castle actively squirmed. Candy ponies. The entire castle was made up of bits and parts of candy ponies stretched and bent to form arches and stairwells. Their eyeless sugar skulls grimaced and grinned from here and there along the walls. How could Rainbow Dash ever have prepared for this? How had Zecora and Big Mac ever thought they could stand up to a power so ancient and evil that it used ponies as literal building blocks for its seat of power? What little hope had dwelt in Rainbow Dash's heart shriveled and died. She suddenly found herself wanting desperately to be at home, under her blanket. Maybe with her teddy bear.

"I think now might be the right time, for me to forsake my vow of rhyme." said Zecora, pulling up the hood of her cloak, her eyes glowing yellow in the gloom. "It's time Big Macintosh. Let us go to work."

The crimson stallion whipped off the tarp that covered up the back of the wagon, unveiling what to Rainbow Dash's eyes looked like some kind of mobile mad scientists lab. Vials and vats, beakers and jars, all seemingly connected by tubes that curled and corkscrewed crazily in and through one another. A soft mist rose from one or two of the larger jars, and the azure flyer was suddenly very aware that she'd been riding along a bumpy forest path with a wagon full of things that looked very much like they could explode at any moment. Big Mac started unloading potions and flasks, stuffing them into the lining of his cloak, his saddle bag, and even loading two larger barrels on either side of his back. Zecora, for her part, seemed to have everything she needed on her person already, save for three small flat bottomed vials of bright green liquid. She suddenly snapped one in half and gave it a shake. The glow stick shone a clear green light.

Zecora smiled, probably at the confused look on Dash's face, as she passed one of the vials to her. It had a handy string for hanging around ones neck. "We've been preparing for something like this for a long time. Ever since Fluttershy and Big Mac came into my care, I've been preparing tinctures and mixtures that would be both beneficial for us, and noxious to these creatures. Zebra alchemy may not be as flashy or fast as unicorn magic, but it can be far more potent when used by an experienced practitioner." She drew three more bottles from the wagon, again passing one to Dash. Of the two she held, she pulled the cork from one with her teeth, and drank the dark orange contents. She gave a little shiver and made a face. "I'm afraid the taste isn't much to talk about, but this wasn't brewed for flavor. During her spells, Fluttershy seems to hunt primarily by sound and smell over sight. This brew will mask our odor from the inside out, but I'm afraid we'll still have to try and remain as quiet as possible. We'll still need to deal with any candy ponies we come across directly, but this should help keep us from being swarmed. Still, once inside if you must speak, do so only in a whisper."

"Eeyup," said Big Mac, as if he needed to be told about being silent.

"I don't understand. Do you two see the size of that place!? We need to wait for Fluttershy to get here with the Equestrian Army, the Air Force, even the Navy if we can get them here. Even that probably won't be enough. We need to send word to the kingdoms outside of Equestria and get them to send as many troops as possible too! How can you possibly consider storming that place with just the three of us!?" cried Rainbow Dash, dumbfounded. "And why aren't you rhyming anymore?"

"Let me first tell you a story," said Zecora, urging Rainbow Dash to drink her potion. It tasted like old grapefruit juice and stale tea. "Once upon a time, in the lands of my father, there was a rabbit. This rabbit was no ordinary bunny, however, he was a trickster, and some thought a god in his own right. One day a jackal came to his warren and began to dig. Now the jackal himself was crafty, and had placed friends at each of the entrances to the rabbits home. If they tried to run, there were jaws waiting to snap them up. If they tried to wait the jackal and his friends out, they would starve and slow, and become easy prey. So our hero the prince of rabbits, being old and wise, marched out of his den proud and plump and said to the jackal. 'Stop! My children mean more to me than my own life. If you spare them, I will hop into your jaws willingly.' Now the jackal was crafty, but he was also greedy. And this was the largest, fattest rabbit he'd ever seen. Whether the jackal had any intention of honoring the agreement is uncertain, but even so he opened his jaws wide. The rabbit hopped, hopped, and hopped down the creatures throat. There he lodged himself, choking that old jackal to death. With that done, he climbed back out and lead the rest of his warren away from that place and made a new home in a distant land, far from any jackals."

"O-kay, nice story but I'm not sure what that has to do with us going into the castle that's very clearly made from dead ponies!" shouted Rainbow Dash, trying to scrape the taste of the potion she had downed off her tongue. "And again, why aren't you rhyming like you usually do?"

Zecora snorted, trying to hold back a laugh. "That really matters that much to you? The rhyming was just a way to keep me sane in my self imposed exile, though that is not a story that's important right now. What's important is the parable of the rabbit and the jackal. Both were crafty creatures, but the jackal was large and powerful, the rabbit merely fat. Yet even so, the rabbit was brave and risked his own life for the lives of all his people. He triumphed by giving the jackal exactly what it thought it wanted." Zecora hefted a device that was a complex series of glass tubes and rubber hoses, all leading to a tank she carefully mounted on her own back. A jet of flame shot suddenly out of the end of the device, and Rainbow Dash realized it was some kind of do-it-yourself flamethrower! "For better or worse, it's not just Luna that's been reaching out to you, but the Candy Mare herself. That monster has some kind of interest in you, and I believe that's why you and your friends were attacked before the sun set yesterday. For the sake of our friends who yet live and those who have died, for all the pony-folk, are you ready to walk into the jaws of death and make her choke?"

Canterlot was quiet, much more so than Fluttershy remembered it being from her trips there before. Back then it had bustled and throbbed, noisy and bright even in the dead of night. Under the glare of the afternoon sun, there seemed to only be a few ponies moving quickly here and there. The yellow pegasus was actually a little bit thankful of that. She worried about what effect Trixie's appearance, mane wild and body held aloft by wings of dark magic, would have on the general populace if they saw her zooming through the air towards the palace. As it was, a small contingent of pegasi wearing the livery of the Palace Guard intercepted her before she could land in the courtyard. Fluttershy was thankful of that. It gave her a chance to catch up.

"How dare you bar Trixie's path! Don't you know Trixie is the apprentice to her highness Princess Celestia!? She awaits news from Trixie even now! You delay Trixie at not just your own peril, but that of the realm entire!"

The guards whispered to one another, eyes flickering back and forth. Finally one of them said, "Of course, oh Great and Powerful Trixie. Pardon us for not recognizing you with your raiment in tatters and baring, um, wings? It's no excuse, but we were not expecting you to appear as, well, thus. If you will follow me, we will lead you to Princess Celestia. I am sure she will be most eager to hear the news you bring." He paused for a beat. "Tell me, how fair's Captain Shining Armor. Shall we be expecting his return soon as well?"

"There is no time to speak of that! Even if there were, Trixie would not divulge state secrets to a common guard such as yourself. Trixie's words are for the Princess alone!"

"Of course, of course. And what of this pegasus that hovers meekly behind you. I take it she is your companion?" asked one of the other guards.

"Foal, do you not recognize Fluttershy, the Element of Kindness and friend of Celestia's previous apprentice!?" thundered Trixie. "She and her friends were pivotal in saving Equestria from both the machinations of Nightmare Moon and the dread Discord! You should welcome her graciously as your savior!"

Fluttershy had never heard Trixie speak about any other pony in such a manner. Apparently neither had the guards, as they looked at the pink maned pegasus with awe and new found respect. It made Fluttershy blush a little especially given, as far as she was concerned, that she hadn't done anything special. It had always been Twilight who had led her friends in Equestria's hour of need. Fluttershy had always kind of considered herself just to be along for the ride, relying on everypony else to solve the big problems. Still, it was nice of Trixie to recognize her contribution. It was Fluttershy's turn to lead the charge this time. Perhaps from safely behind Trixie and Princess Celestia?

Without a moments more hesitation, the guards led them to a nearby balcony, and into the great hall of stained glass that preceded the throne room. Celestia had usually met ponies elsewhere in the palace in the past, reserving the throne room for official business like the greeting of foreign dignitaries. It was a little odd to see Celestia perched on her throne at this time of day. But then it had been a long, long time since Fluttershy had seen the Princess. Another change were the guards, clustered around her in protective formation. It was almost as if she was already expecting news of an impending attack. Perhaps since Shining Armor had never reported back, the guard had been put on alert. She didn't have much time to ponder this, however, as they were ushered before Celestia without the usual pomp or ceremony.

"Welcome back, my apprentice. What news do you bring me?" said Celestia in dulcet tones.

"You're majesty, Trixie brings word of the utmost importance. It is worse than Trixie feared! The curse that was placed over Ponyville was no localized phenomena or accident, but a deliberate act by a being of unimaginable dark power known as the Candy Mare!" Trixie paused for dramatic effect, ever the show pony thought Fluttershy. "This monster is responsible for the deaths of uncountable citizens of Equestria across millennia of time. But the Curse is incomplete! It is Trixie's belief that this very night, on Nightmare Night Eve, she will seek to do to the rest of Equestria what she started in Ponyville, spreading her influence until everypony has been wiped from the realm!"

"I see, and what evidence do you have to support these findings?" asked Celestia coolly.

"Evidence? Your majesty, Trixie presents Fluttershy, missing for this entire past year and one who has managed to withstand the Candy Mare's influence while yet being afflicted by her abominable candy curse. She can corroborate everything Trixie has said so far and offer key information on the location of the Candy Mare and her undead armies strengths and weaknesses. Honestly, Trixie had thought you would be more surprised by her presence than anything I've related to you so far." Something like doubt flickered in Trixie's eyes. "Oh."

"Oh indeed," said Celestia, the harmony in her voice replaced by a sonorous echo of another, far stranger voice. That is when the guards on either side of her throne brought down their axes, severing Trixie's head from her shoulders. The glow faded from the Alicorn Amulet as Trixie's corpse tottered and fell. The look of surprise never left her decapitated head.

A Change

Fluttershy watched Trixie's head fall, as if in slow motion, to the red carpeted floor. She could see the exact moment that the unicorn's life winked out of her eyes, just before her face contacted the soft scarlet fibers. The shade of the royal carpet complimented the puddle that spread from the stump of Trixie's neck as her body slumped to the floor. Fluttershy's breath came in panicked gasps. What was going on? Why would the guards just kill her like that? Was it because she was wearing the Alicorn Amulet? She had mentioned that the artifact had been responsible for enhancing her abilities to the highest level a unicorn could obtain, but did that really make her enough of a threat to warrant such swift and blood chilling execution?

Princess Celestia threw back her head and laughed. The sound reminded Fluttershy of the buzzing of frying locusts on a hot summer day. Before her eyes the Princess burst into green flames. All around her the guards became engulfed in fires of the same verdant hue. In mere moments, bodies as black and shiny as an oil slick emerged from the boiling flames. Each bore a twisted horn upon their forehead and a set of buzzing wings beneath a chitinous shell. Where their bodies weren't shiny black they were the blues and greens of beetles. Their faceted eyes and sharp fangs completed the insectile look. The most bizarre feature had to be their legs, each one studded with holes that Fluttershy could see all the way through. Though this might've meant these creatures were fragile, they instead radiated a menacing, bestial strength that made Fluttershy want to sink into the floor. Pity it was already slick with Trixie's blood.

Celestia, or rather the monster that had been pretending to be her, towered over the other insectile ponies with a long flowing gossamer mane in the same sickly blue-green beetle hues. A tiny black crown perched on the top of her head. "Did you see the look on her face when she finally realized?" she giggled. "Oh I almost regret having to have her killed. But no power in this land can be allowed to threaten mine. Even that of this little trinket of hers." Said the monster as she kicked the pendant that was still attached to Trixie's throat. "Ooh, I'm the Great and Powerful Trixie, look at me! There's a terrible curse and an evil candy pony!" The monster mocked to her minions chittering laughter. "Hah...Celestia should thank me for eliminating this one. With a wild story like that she was clearly a fraud!"

"How could you?" whispered Fluttershy. "What are you?"

"Oh, as if knowing that would do you any good, Fluttershy," she sneered. "Your Princess is our prisoner. Your royal guard, decimated! This city is under our complete control! All that remains is the seizure or elimination of your greatest weapons. Such as the Elements of Harmony. Tell me, where are the other bearers? My Changeling's and I will not suffer their threat in our new Queendom."

"Changelings? Is that what you all are." Fluttershy remembered something about them from a bestiary that included rare and mythical animals of Equestria she had once borrowed from Twilight Sparkle. "I thought Changeling's just fed on love."

That made the gangly monster laugh again, her dripping fangs inches from Fluttershy's face. "Indeed! And as Queen of the Changelings, it is my responsibility to seek out food for my subjects. Canterlot will make the ideal site for a new hive. The love you ponies feel for one another is possibly the most potent I've come across. Once my minions have taken their fill, we'll be an unstoppable force the likes of which Equestria has never seen! My brood will spread across the face of Equestria, draining all the love and kindness from you pitiful ponies. Then I, Queen Chrysalis, shall expand my rule across this world!" she cried throatily, an aura of green power flashing from her crooked, misshapen horn. She narrowed her glowing eyes on Fluttershy. "But a Queen mustn't act rashly. We've waited years for this moment. That nuisance Shining Armor pushed me away in my guise of his fiancé. Had we been wed on schedule we would already have taken Canterlot. Unfortunately his sister had to go and disappear, and even my powers of suggestion couldn't force him to go ahead with our matrimony without her to be his "Best Mare". But I am nothing if not patient. Siphoning off what remained of his love, all I had to do was bide my time until his duty called him away from the palace. Now, even should he return, his vaunted protective spells will be no match for our power!"

"What did you do with his real fiancé?" asked Fluttershy, her eyes wide with horror.

"Oh, I'm sure she still somewhere underfoot," giggled Queen Chrysalis. "Not that knowing her fate will help you or her white knight betrothed."

"He's dead…” whispered Fluttershy, staring at the thick muscles in the stump of Trixie's slender neck. She felt something shifting inside her and, for once, she didn't resist. "Rainbow Dash was supposed t-to tell his fiancé that he regretted postponing the wedding."

"What? Really? Haha, even better! With the capture of Princess Celestia and the enslavement of her subjects, our conquest is complete. Now little pegasus, tell your Queen where the other wielders of the Elements of Harmony are! I know well that they have been missing for some time now, but with your reappearance, I have to assume that the other bearers still live as well. Tell me of them, Fluttershy, and I might be lenient with you. Perhaps I can pair you with one of my minions who is more skilled at mimicry than the others. Would you like to have your love drained by a lost loved one? A friend, maybe? A lover? A fantasy? Talk and your demise need not be so onerous. You might even find the experience pleasurable," crooned the Queen sensuously.

"My friends are all dead except for Rainbow Dash. Well, mostly dead anyways." said Fluttershy, her eyes remaining locked on Trixie's corpse. She had to choose her words carefully as she felt blood start to trickle from between her teeth. It was getting harder and harder to focus on what was being said. The room was starting to go dark around the edges of her vision. "I doubt we could wield the Elements as we are now, anyways."

"Then there truly is no threat to the hive! Go my subjects, feed as you see fit!" she said to the Changeling guards whom had been surrounding Fluttershy. As they flew off, Chrysalis turned to her and grinned. "I'm sorry to say that you should've held out a little longer. There's no reason to waste one of my more powerful minions on you now. I think the caverns beneath this palace are a more appropriate destination for you. You can keep Princes Mi Amori Cadenza's corpse company! It took her a long time to starve to death. I wonder how long you'll last? How does being buried alive sound?"

"Funny," said Fluttershy through a mouthful of bloody gristle, "I've felt like I was dead for a long time now." As the Queen had been ranting, Fluttershy had buried her face in the gory stump of Trixie's throat. She chewed a thick wad of muscle between her teeth, each rainbow colored fang cutting easily through the flesh as her tongue slurped up the blood that dribbled down her chin. She moved in for another bite, her long tongue darting down the corpses exposed esophagus. A burning crimson light had entered Fluttershy's normally gentle eyes. Apparently some residual magic from the Alicorn Amulet remained in Trixie's body, transferred now into the yellow pegasus. As Fluttershy smiled a wide sharp grin that popped and split her cheeks, all the extra teeth jutting out at odd angles, Queen Chrysalis took an instinctive step back. Fluttershy found this incredibly amusing. Not but a moment ago the Changelings were looking down on ponies as nothing but food. As she looked at their Queen now, she didn't see a monster, but an afternoon snack. The only consolation to the last fading bit of her former self was that at least she wouldn't be eating somepony who didn't deserve it. Not yet anyways.

Flames burst and swept through the castle halls. Entering the candy coated castle hadn't been the hard part. There had been no guards, gates, or any kind of moat to speak of. The hard part had been keeping it together as faces leered at them from the walls and hooves reached out to grab them. Big Mac used a long handled tree pruning tool, which Dash thought looked a lot like a spear with scissors on the end, to lop off the offending appendages that would otherwise have barred their path. Zecora and Rainbow Dash would then sweep them with burning liquid from the tanks strapped to their backs. They all wore masks across their noses and mouths to block out the fumes, but even so the scent of cooking flesh and burnt sugar was thick in the air. Big Mac was careful to stand clear while they did this, which made Dash a little nervous about the contents of the barrels he was carrying. The kegs sloshed ominously with every step the stallion took.

The going had been much easier than Rainbow Dash had expected, even with the bizarre living architecture and grasping hooves. Here and there they even ran across remnants of the old ruins that hadn't been candy coated, dusty tapestry's and crumbling masonry thick with dust in the perpetual gloom. Oddly it was in those moments that Dash felt the most apprehension. When you were surrounded by enemies at least you knew where they were. Indeed, much of the melted mish-mash of candy ponies seemed to be on the exterior walls, forming a protective shell around the otherwise unchanged interior. The sounds of laughing, singing, and crying ponies faded the further that the trio ventured into the dark. An unsettling fog grew thicker as they ventured down a set of old stairs, flame throwers at the ready for anything that might suddenly appear from the obscuring mist. But nothing came. Empty suits of armor, extinguished wall sconces, and silence were all that surrounded them now.

"Ah've gotta bad feelin' about this y'all," whispered Big Macintosh, coming up the rear with his bypass pruner at the ready.

"You just had to say that, didn't you Big Mac? It's not like apprehension is something we lack." said Zecora, her cloak whirling as she turned to make sure an alcove they passed was unoccupied.

"Hey, you started rhyming again," Rainbow Dash observed. "Does that mean your oath or whatever is back on?"

"That was just a momentary lapse," said Zecora. "Old habits die hard."

"That's not all that has a hard time dying in this place," said Rainbow Dash with a shiver. "I swear I saw some of those limbs we charred back there still trying to wriggle after us. Even if we take care of the Candy Mare and make it out of here alive, I think my dreams won't be improving anytime soon after seeing that."

"But we ain't really bumped into anythin' we couldn't handle. Them mindless ones in the walls still gotta be actin' like the Candy Mare's eyes an' ears. So where is she?" queried Big Mac, asking the question that Rainbow Dash had been struggling with since they got inside. "Ah know Zecora's potions are potent, but that monster ain't noponies fool. She's bound to have noticed us burning bits of her subjects at least. So what, does she not see us as any kinda threat? Is she just asleep? Or does she know we're comin' and this is all just some kinda trap?"

"Let us hope for the moment that this is not a trap Big Macintosh," said Zecora, heading down another flight of stairs. "Though it does pay to be cautious. Just remember the Candy Mare isn't our only target in here...and the walls literally have ears. We were supposed to remain as silent as possible in these halls, remember?"

"I guess so Zecora, but we seem to be alone right now. I'm even starting to miss those freaky things singing 'Nightmare Night, what a fright" at us," said Rainbow Dash, adjusting the straps for the tank on her back. "It's way too quiet," just as she said this, her pilot light snuffed out at the end of her flame baton. Zecora's followed swiftly after hers. Dash could've sworn that she had seen the fog itself reach out to extinguish the flame between two tiny wisps. They tried to reignite their weapons with a bit of flint and tender, but the flames stubbornly refused to light. They were left with nothing but the soft green radiance of the glow sticks that hung from around their necks. A sigh of stale air, putrid and weighted with the passage of long epochs, gusted up from below as a pair of massive doors slowly creaked open at the end of the long hall. The scent that swept forth from within threatened to overwhelm them, the wet earthy stench of rotting pumpkin mixed with the acrid reek of decomposing flesh assaulted their nostrils, making them cough and gag. A fitful light rose from the doorway, causing the fog to come to life with dancing shadows. Zecora and Big Mac backed away, but Rainbow Dash stood her ground. There was something inside that was calling to her. No, somepony was calling to her. A voice she heard every night drifted on the stale air, but she hadn't heard it while awake in a long, long time.

"Help me..." the voice whispered, just at the edge of Dash's hearing. Trap or not, Zecora was right, it was time she dealt with her tormentor once and for all. Without hesitation, the rainbow maned pony bounded over the threshold. What waited inside made her eyes almost bulge out of their sockets. It was a pile, like unto a mountain from her point of view, of pumpkin shells rising up so that they actually extended through a massive hole in the ceiling. Faces, some mad, some crying, flickered at her from the carved orange rinds. At the top of the pile she could just make out what appeared to be a pair of elaborate thrones jutting up from the pumpkins at odd angles. She realized that the cavern she was in must be directly below the throne room, the floor above having crumbled away. If this was by accident or the Candy Mare's design it was difficult to tell. That's not what arrested Dash's attention though.

The thrones were occupied.

High above her sat a creature she hadn't yet laid eyes on before this moment, yet she recognized her instantly. Her body was a chaotic candy collection of cacophonous colors clashing with one another, draped by a long red liquorice whip mane and tail. Eyes that were a kaleidoscopic swirl of madness and malice gazed malignantly upon her. As arresting as this grinning ghoul's gaze was, it was the pony who was in the other throne that drew Rainbow Dash's eyes. "Luna..." she whispered brokenly. The Princess of the Night seemed to have fused with the throne she had ruled from long ago, thick spools of what looked to be black liquorice bound around her limbs. No, rather the dark candy seemed to be growing from inside her, writhing in and out of her flesh in a steady, pulsing rhythm as it wrapped around the throne and spread into the dark vaulted ceiling above. Her skin hung loosely over her emaciated frame, save for over her stomach which was horribly distended. Whatever was inside her appeared to stretch and wriggle inside her guts, distorting the already taught flesh. Dried blood and mucus slathered Luna from her chin down between her legs and over her swollen gut, the thick black ichor long since dried into a grotesque crust. More of the thick, sticky mess seemed to have sealed over Luna's eyes and her mouth, leaving only her nostrils free, though this did nothing to hide the tears that steadily dripped down her face. Both her mane and her wings drooped limp and dull, but her horn still glowed gently, a bright beacon against her broken crown.

"Celestia never suspected the immense power her little sister possessed," spoke the Candy Mare, as she reached out one shapeless hoof to stroke the side of Luna's face. "Of course, I didn't realize it either until she trapped me both day and night in waking nightmares. I was banished into the earth, while only a few hundred years later she was banished to the moon." A wistfulness crept into the monsters words as the chorus of voices faded one by one to a single, harsh childlike whisper. "It's almost ironic, but only if you didn't have a grasp of just how much terrifying power she possessed. Compared to her, I was just a weak filly crying in the dark."

"A twisted and sick creature skulking through shadows more like!" cried Zecora from behind Rainbow Dash, Big Mac beside her. "What have you done to the Princess, foul one?"

That brought a fiendish candy corn grin to the Candy Mare's twisted visage, the chorus of voices erupting from her throat once more as she replied, "So the forest witch finally leaves her cottage!? I was beginning to worry I wouldn't get the chance to meet you before Nightmare Night." This caused the Candy Mare to giggle, little mouths opening and closing all over her body to join her in her amusement. She reached again for Luna, smoothing down her captives lifeless mane. "Don't worry about your precious Princess. I've gone to great lengths in the name of her care. Do you hear her complaining? Does she struggle against her bonds? Don't you see how her belly has swollen from all that I've fed her during her time in my company?"

"You stinking monster! Ya've force fed her yer cursed candy!" accused Big Mac through clenched teeth.

"Oh no, no! Not just any 'cursed candy'," said the Candy Mare, stripping away the black mess around Luna's mouth with a tear jerking rip. The Mare of the Moon's lips had apparently long ago been removed by similar gestures, her rotted teeth and blackened gums lay exposed beneath. She drew in a ragged breath, as though she were about to scream. She never got the chance. To the trio's horror, they watched as the Candy Mare forced her foreleg between the gaps in Luna's teeth. The sound of the alicorn gagging was only marginally as sickening as the sound of her trying to chew and swallow down the sticky filth coated limb. "I've been feeding her a little bit of myself. It keeps her calm, docile, and completely under my control! Oh she still tries to resist from time to time, but it's made siphoning off her power so much easier. Tell me, forest witch, do you understand what that means?"

"I do!" yelled Rainbow Dash with an angry retort, before Zecora could answer. "Your planning to use her power so you can make Equestria one big twenty four hour feed bag for you and your monsters!"

"But there's something I don't understand," said the zebra, genuinely perplexed. "If you've had Luna at your mercy all along, why wait to use her power? Why wait a full year to try to spread your curse over this world when you could bring night eternal at your whim?"

The Candy Mare laughed anew, her eyes rolling in their sockets as she withdrew her limb from Luna's jaws and gave the sticky hoof a lick with a long striped tongue. "Do you really think I'm only interested in this world?"

Sugar Rush

The sound of wings vibrating against segmented carapaces echoed in the skies over Canterlot. At first the Changelings had been swarming the palace, responding to screams for help. Soon, however, as time went on the smarter ones were flying away as fast as they could. They left in droves, in every direction, in any direction so long as it was away from Canterlot. The Queen was dead, and for much of the colony that's all it took for their plans to collapse. Inside, those who more stubbornly swarmed their matriarch's killer were finding that there were some situation where their superior numbers were of little advantage. The palace was flooded with the sticky green substance that passed for changeling blood, bits and pieces of chitinous carcasses lay strewn through the halls. They had tried using their powers and abilities to fool the monster, to make her think they had all fled, but she could smell the difference between them and the real ponies they masqueraded as. Once Fluttershy had their scent it was all over, because then she just had to have a taste. Their shrieks as she ate them alive were loud enough to shatter glass, and many stained-glass windows lay crumbled from her hungry work.

Their flesh was a little bland and snotty beneath their exoskeletons, Fluttershy thought, not proper meat at all. But the way their limbs crunched between her teeth was kind of irresistible. Once she popped one it was hard to stop. By now her wings and hooves were candy shod, the same as her teeth, letting her smash and tear through her prey with ease. She also found, now that she'd given herself over completely to her hunger, that she was much faster and stronger. Her body almost sung with energy she never knew she had. Fluttershy didn't remember feeling this good, even when she was still alive. Three changelings attacked her flank, and she effortlessly sliced them to ribbons with candy coated wings, each feather a razor sharp quill. Another stood before her, fangs bared, horn glowing with green plasma. She bit off the front of his head with a single crunch. He stumbled, but remained upright. It was amazing how long the Changelings could live without their frontal lobes. Though it did keep them from struggling as she ate the rest of them alive.

It wasn't long before she found herself chasing what was left of the Changelings through the palace halls and deep into what seemed to be the dungeons below. A verdant glow suffused the crystalline walls. Pods hung from strands of slime, some huge, others small. They were arranged in no particular order, stretching down into the caverns below. Her prey, having taken Fluttershy's hesitation as their last chance of escape, had climbed the walls and scurried into the shadows. Forever more, Canterlot would be known as a death trap for Changelings. Without really trying, Fluttershy had done more to protect Canterlot from that particular threat than any other pony in history. She paid no attention to them as they fled, instead her glowing red eyes were drawn to the figures hanging lifelessly in the pods. A crackle of black lightning played across her wing tips as she looked closer. They were ponies! The entire city of Canterlot must've been brought down here.

She had stumbled into the Changeling's larder! Licking her lips with a long candy striped tongue, she realized this was her larder now. How kind of the changelings to leave it to her. The curse was spreading faster through her body now, soon she'd be completely candy coated, inside and out, another mindless puppet of the Candy Mare. But every now and then there was a spark of dark magic, the last vestiges of borrowed power granted her by the Alicorn Amulet that now sat heavily in her gut. Devouring Trixie had been one of the most pleasant experiences she could remember, much more satisfying than crunching her way through Queen Chrysalis foul tasting corpse. She'd decided to eat every last scrap of the pair, however, not wanting Trixie to suffer being raised as part of the Candy Mare and not caring to ever see Queen Chrysalis again. Though she'd managed not to eat the Changling's silly little crown, she'd lost herself to her hunger once she'd started devouring the Trixie's corpse. The magical artifact inside her was doing odd things to her curse, accelerating it in parts of her body and slowing it down in others. Still, without Zecora's potions, the outcome was inevitable.

Or at least so it seemed until Fluttershy laid eyes on the largest, juiciest pod in the entire dungeon. It glowed from within like the sun. Her eyes widened as she took in it's glossy sheen. It seemed as though it was fit to burst. The pony inside would make an excellent victory meal, she decided. She flew up and enveloped the pod with her wings, as a bat would envelope a moth, and started to gnaw. She could feel whatever was inside squirming to get away from her teeth, and that only excited her further. Until a burst of magic exploded from the pod, sending her hissing into the darkness to escape the burning rays of power that had emanated from within. She huddled behind the pods, for it was as if the sun itself had suddenly taken up residence beneath Canterlot. She gnashed her teeth and screamed as the magical radiance spilled over her again, shattering the candy shell off her body and causing her to violently vomit up all she had eaten. Fluttershy felt herself purging, gurgling, bringing every rancid hunk of Changeling from her bile soaked throat. Everything, including the Alicorn Amulet, gathered in a filthy pool beneath her.

Her eyes lost their focus as something loomed from the light. Something familiar. There were words spoken, but she couldn't hear them. She'd stayed up all the previous day and night, but at last, sleep was just about to enveloped her. Princess Celestia whispered, "Fluttershy?" Transfixed by the glow around her monarch, the yellow pegasus could only whimper.

"You don't get it, do you?" grinned the Candy Mare. "The forest witch is stumped! Oh don't worry, I doubt your injured little Harmony bearer or my plaything from Ponyville know what to think either. The Harvest Ceremony isn't my goal, you silly thing! It's a means to an end. You little morsels are so obsessed with your tiny lives, with your own petty problems. I've seen how you crawl through the mud, through the centuries, dragging yourselves from one problem to another like worms writhing between coffins. Each crisis looming before you like the greatest threat to your generation. As if your lives are all that matter."

"So what? You've seen something larger at work, is that what you would have us believe?" asked Zecora. "What good is such perception to a loathsome creature like you?"

"What good indeed! But don't discount my words witch, they are likely to be the last you hear," As she spoke, more candy ponies suddenly emerged from the darkness.

Big Mac was the first to go down, forced to the ground by a caramel coated pony and a marshmallow mare. He struggled, but the more he bucked the more the candy ponies enveloped him. Next was Zecora, smashed in the back of the head by a lump of fallen masonry wielded by a purple candy shelled pony. Rainbow Dash turned to help them, but found she couldn't move her hooves. A warm, sticky sensation rose up her legs. What looked like a pink mass of bubblegum and cotton candy slowly spread up her body. The monster that held her let out a high pitched giggle as Dash struggled in vain to pull herself free.

The Candy Mare's voice dropped to a low rumble as she chuckled. "Since we're finally meeting face to face on this most auspicious of nights, I think it will be entertaining if you were to know exactly what's about to happen Rainbow Dash. Not just to you, or even your little world, but every world and every squirming little life that stains existence."

"Hey, get off me!" yelled Rainbow Dash as she fought to free herself. The more she struggled, the more sticky pink pony seemed to spread over her. When she got a good look at the candy ghoul's face leering up at her, she froze. The creature had blue gumballs for eyes and a toothless mouth full of stringy mush, but Dash knew immediately who it was that held her. Pinkie Pie! Dash's eyes darted around the room. The two that had Big Mac bore a distorted resemblance to Applejack and Rarity, though one dripped and melted all over her brother while the other was just a crumbly marshmallow mess. The last candy coated monstrosity that smiled at her from the shadows, head dipped low over Zecora's body, was familiar as well. Twilight Sparkle's grin widened at the recognition on Rainbow Dash's face. They all turned their gaze to Dash and laughed. The pegasus screamed.

"What's the matter? Aren't you pleased to be surrounded by your friends once again? Isn't it magical?" asked the Candy Mare in Twilight's voice.

"Don't listen to her Rainbow Dash! Ya gotta get free! Remember the plan! Remember the-" Big Mac's words were cut off as a caramel apple was jammed into his mouth.

"Oh, but you should listen Rainbow dear," said Rarity's dainty voice from a grinning mouth in the Candy Mare's shoulder. "If your hostess is generous enough to let you live, don't you think you should at least hear what she has to say?"

"Say whatever you want, freak!" cried Rainbow Dash, talking tough even as her eyes continued to dart between her dead friends, "You don't scare me!"

"Don't make me laugh!" said another of the Candy Mare's mouths with Pinkie Pie's high pitched giggle and snort. A third mouth opened and drawled "Sugarcube, we all know that's a lie," in Applejack's familiar tone. The Candy Mare slowly slunk down the pile of jack-o-lanterns, bits and pieces of her candy body clattering over the hollow half-rotted gourds as she moved. In her dead friends voices the monster said, "We've feasted on your fear for a long time now. Sipping your soul away as you slept. You've felt it, haven't you? Would you like to know how much of yourself is still left in that fragile frame you call a body? Would you like to know just how much of you we've taken as you slept, keeping our souls burning bright through the long, cold nights?"

"I don't know what you're talking about," muttered the azure flyer. The trickle of ice down her spine said otherwise. Was this why she had changed so much in such a short time, going from the competitive free spirit she used to be to a depressed loner? Is this why she found herself jumping at shadows and unable to even conceive of a life for herself outside of her duties? She tried to focus on freeing another hoof rather than the Candy Mare's sadistic words.

"I think you know exactly what we're talking about Rainbow Dash," laughed the candy ghoul as she stood towering over the trapped and struggling pegasus. A child's voice bubbled up through the madness, "I've never made it a secret from you, after all. I've been showing you exactly what will happen night after night after night." she said, putting one hoof under the pegasus chin and lifting her eyes to gaze into her own, " Rainbow Dash... You're going to burn. You'll be devoured, still very much alive, and you will be ever so sweet. And the best part? It will never stop." Her tongue slid out over her candy corn teeth and lapped a single tear that slipped from Dash's eyes. The Candy Mare turned her back toward her then and gazed up at Luna, suspended over her pumpkin patch. "Nightmare Night isn't just a special night of the year where little fillies and colts hunt for candy, you know. It's not even just the anniversary of my unfortunate creation. It's the one night each year when the barriers between realms are paper thin. With the right push, one can speak with the dead, see the unborn, or walk in realms where hooves were never meant to tread. There is a mirror in the possession of your Princesses that forces this state of being on the universe, letting them pass between different moments in time and different possibilities, one by one. But I'm not interested in just one world, just one realm, flitting from moment to moment like a fly on a midden heap. Luna, you see, showed me another way. She taught me a valuable lesson when she banished me into constant nightmares. All life dreams. All life, from the tiny ant to the massive dragon, slumbers in one way or another. It's this Dreaming that connects us all."

"Is that what you're after then?" asked Rainbow Dash, trying not to draw too much attention to the fact that two hooves were free now and frantically searching for flint and tinder. "You've found a way to touch everypony through dreams? Is that why you had to wait? Last Nightmare Night you captured Luna knowing full well how powerful she is, since she's the one that put you down in the first place. But you couldn't take her over completely the way you could a regular pony, could you? It's because she's so strong, isn't it? Because she was an Alicorn, you had to force feed her bits of yourself in order to get what little control you have. It's taken you this long to do what? Corrupt one pony's dreams? To just give me a few nightmares? To torture me for whatever sick soul sucking experiments you've been conducting?"

"Is that what you think?" asked the Candy Mare. "No, no my dear. Everypony on this world has experienced your dream, in one way or another. All of you will be fuel for my fire. Some of the dreamers even enjoyed watching you writhe, eating your flesh, or being eaten by your friends in turn. But don't worry, you haven't been alone. Your friends have been there by your side the whole time, suffering right along with you. The Elements of Harmony are indeed a potent source of power, even fragmented by death. Using Luna's power to reunite you with your friends and pervert the power of the Elements was indeed a difficult undertaking, but that goal was met long ago! Combined with the rest of the souls in Equestria, I think we'll have more than enough power to punch a hole into the Dreaming. Tonight, Nightmare Night will live up to its name! I will walk through the dreams of every creature, in every place, in every time! I will take every life I touch! They will all belong to me! Only a few more sacrifices and the Harvest Ceremony I started last year will be complete. An even greater harvest shall follow, and I'll be the one wielding the scythe!" She licked her candy lips, as if just the thought of such bounty at her hoof tips were enough to wet her appetite.

"You don't understand what you're doing!" panted Zecora woozily, blood trickling from her head. "Your madness blinds you! The Dreaming is an integral part of every living thing! You'll be killing yourself along with everypony else if you follow this path!"

The Candy Mare looked quizzically at Zecora, "I very much doubt that. I'll be burning an infinite amount of life force. I will be painfully close to what you morsels refer to as a god. Yes!" That idea seemed to please her, "A gluttonous deity to rule over every burning soul! Won't that be better than struggling to stay alive? Won't that be better than fighting the fruitless life long war with death? I will grant each and every one of you eternal life," whispered the Candy Mare, her eyes flashing with mischief, "as you writhe in my guts!"

"Nope!" roared Big Macintosh, having bitten through the apple in his mouth and spat the candied fruit into the marshmallow Rarity's face. The monster reeled back in surprise, giving the earth pony the opening he needed. With every muscle bulging, he tore himself free from the sticky embrace of his dead sister, and threw himself at the Candy Mare. The pair fell struggling into the pile of jack-o-lanterns, the ancient monsters shape changing into a flailing mass of tendrils, claws, and pincers as dozens of mouths howled and bit at her attacker. The stolid one eyed pony took the punishment without so much as a grunt, even as his stomach burst like a water balloon and his limbs were torn to shreds. "Now!" he bellowed through the pain, "Do it now!"

Without needing to be told twice, Zecora threw a chain of glass bottles. Star fruit bombs. As the glass containers shattered to the floor the potions exploded in a series of flashes, sending light racing in every direction at once. The candy ponies shriveled and shrunk from the strobing rays, putrefied and stinking flesh exposed beneath the crumbling candy coating. The living corpses shambled back into the shadows, their laughter replaced by screams of pain. Zecora tried to stand, but found she was still too dizzy from the blow to the back of her head. "Rainbow Dash, it's up to you! You have to finish it!"

Though the Candy Mare had shriveled like her puppets, down to the size of a filly, she was still in the very midst of her seat of power. The jack-o-lanterns pulsed and groaned as flames gushed from their gaping mouths to bath the Candy Mare in their power, in the life force she had stolen from the ponies of Equestria. Big Mac, his cloak stained with his own blood, looked at Rainbow Dash with one sad eye. Though his body had been torn to pieces, the barrels he carried on either side of his back remained intact. Dash had managed to reignite the pilot light on her flame thrower. The wand shook, weaving a complicated pattern back and forth between the Candy Mare's quickly reconstructing face and Big Mac's own haggard expression. "Do it," he whispered.

Rainbow Dash blinked back tears,"I'm so sorry, Big Mac." Mercifully, perhaps, he was already dead. The burst of liquid flame engulfed the Candy Mare and the earth pony at the same time. The monster howled, terror and frustration choked off by a whoosh of flames as her body became a pillar of blue fire. The barrels Big Macintosh had carried all the way through the ruins burst. At that moment, a light could be seen in the Everfree Forest that pierced the oncoming night like a beacon. As the candy castle crumbled, there were those far off who took the light to be a sign, a portent or omen. Good or ill, none could say. But as the light from the explosion faded, so too did the last rays of the setting sun. The day was over. At last, Nightmare Night had truly begun.

The protective spell that shielded Zecora and Rainbow Dash glowed a bright, searing yellow. All around them, the world had transformed into a blinding inferno. Even through closed lids, Dash could see the light and feel the heat from the flames. Yet she didn't burn, nor did the blaze rob the air from her lungs. This hadn't been part of the plan. Big Mac wasn't meant to make the ultimate sacrifice. They should've been far away when the kegs were ignited, the Candy Mare and her twisted cohorts taken care of by the star fruit grenades. Whatever magic could withstand such a blast as the kegs produced was truly potent. As quickly as the world had flashed into flame, the explosion receded, spreading out into the rest of the ruins. Even with the absence of the blaze, however, they were not left in darkness. The explosion had torn through the upper levels, leaving the cavern now an exposed hole in the earth. Though they could see the evening sky high above them, it was as though the sun had risen in that pit they found themselves in. Celestia graced the cavern with her presence, an entire battalion of armed pegasi Palace Guards at her back and Fluttershy by her side. Clearly Celestia had been the one that had protected Rainbow Dash and Zecora from the explosion, along with the rest of her followers. Such, of course, was foal's play for an Alicorn Princess who commanded celestial bodies on a daily basis.

"It would appear we have arrived too late," she said sadly, her eyes moving over the charred remains that had once been Big Macintosh. What was left of him was scattered amid a pile of burned and shattered pumpkin shells, their candles at last extinguished by a greater flame. "His sacrifice will not be forgotten. Nor will your bravery Rainbow Dash, or your great help Zecora. Today has been a day of terrible tragedy for the pony's of Equestria. But at last we are free of the shadow that would reach beyond death to harm our people. Let us have a moment of silence, to honor those who have given their lives for this to be possible." All that were gathered there bowed their heads. In that moment of reverent silence and remembrance, there was not a single pony living who did not feel as though a great weight had at long last been lifted from their hearts.

That is, until they heard the roar that chased after the dying light. "NiGHTtMAre NIGHt...WhAt a FrIGHt...GiVe Us SoMEthing...SweET To BiTE!"

Nightmare Night

Celestia's elite guard quickly took up defensive positions as the ruins began to rumble. Fluttershy hunkered down to the ground, trembling in fear. Captains and lieutenants could be heard barking commands up and down the lines, trying to maintain order. Dark clouds boiled up in the heavens above as lightning spread across the sky like the branches of a dead tree. The shaking grew worse, the tremors becoming a full blown earthquake as the wind whistled and howled through the fallen castles stones. Rainbow Dash was still trying to blink away the after image of the explosion that had been burned into her retinas, but she could've sworn she saw something moving beneath the shattered pumpkin shells. "It's her! It's the Candy Mare! She's still alive!"

"But that's impossible!" cried Zecora, having to shout to be heard over the sudden storm. "We destroyed the source of her power! The souls of her victims should be free!" Lightning struck in front of them, causing a wave of silence as all those gathered were suddenly deafened. A scent of ozone flooded the ruins as what few towers that still stood in the distance began to crumble and fall. The first sound to come back to their ears was not the distant roar this caused, but rather laughter that pealed clear and brazen as the clap of a bell. Many of the younger soldiers dropped their spears and tried to flee, only to find their way blocked by the shifting stone that rose up to bar their path. A few fell into pits as great cracks opened in the ground, their wings useless as the earth itself seemed to rise to swallow them. Rainbow Dash panicked, forgetting her injuries and attempting to fly for safety herself. Before she could get far, Princess Celestia landed in front of her, wings spread wide.

"Citizens of Equestria! Do not fear! Stand you're ground! I will not allow this evil to harm you! Stand strong!" she commanded, the panicking guards instantly calming and moving to their monarchs side. "So long as I rule in Equestria, no spirit of the night shall haunt so boldly, for I have the power of the sun! And I will call upon it's light now to vanquish this foe once and for all!" With that, her horn erupted into a beautiful golden light. The storm clouds melted away under the unrelenting beams of a sudden new dawn. In an instant all was calm and tranquil, as if there had never been a storm at all, as if they had never heard any laughter. Distant bird song was the only sound on the wind as the sun slowly crept into the sky at the Princess's command. In the sudden stillness, Celestia spoke, "It will mean no small amount of chaos for Equestria to have to skip a night, but it is a small price to pay to at last be rid of this Candy Mare."

"Oh sweet sister," spoke a familiar voice in return. "If it were that simple, you would've never needed the Elements of Harmony to banish me so long ago!"

A dark shadow passed over the sun, at first blocking, and then seeming to wholly extinguish its light. Once more the rumbling in the earth resumed. Storm clouds swirled around the suddenly red moon that hung in the sky where the sun had once shone, the bloody eye of a fearsome hurricane. Laughter echoed from every direction, and this time even Celestia seemed to cower. Her eyes widened as a shape coalesced from the darkness. Celestia whispered a heart breaking, "No!" for before her stood her worst nightmare. Lightning strobed across the night sky, revealing the looming shape off Nightmare Moon!

Yet this Nightmare Moon that stood before them, cackling through broken teeth, was not the same as the one Celestia had known before. Her body had been cooked black, her hide peeled away by the force of the explosion and burned to the bone by the intense flames. What parts of her that weren't exposed muscle or charred bone were drenched in a thick, black filth that dripped from her mouth and open wounds. Tendrils of the same abysmal hue squirmed inside the holes in her body, wet and foul. Her wings spread wide, far larger and wider than they had been in life. They were composed now of the same dark tendrils, liquorice, that dipped deep into the earth and rose high into the air, like a series of roots or a complex web. By these black stalks she loomed over those who were gathered before her. Unsettling as this was, the most striking change was perhaps the hair of her mane and tail. They no longer resembled a starlit sky, but rather a perfect void that sucked at the eyes and denied even the smallest trace of light. Wails and lamentations echoed from that hole in space, but even that wasn't as terrifying as Nightmare Moon's empty eye sockets. Red liquorice tendrils poked out from the empty holes like thick red worms. They wriggled like festering maggots. "What's the matter? No kiss for your sister after being so long apart?" sneered the monstrosity as a thick dark tongue passed over her rotten teeth and blackened gums.

"Don't listen to her Princess! That's not Luna! Or at least, not anymore. The Candy Mare is controlling her!" shouted Rainbow Dash over the howling wind.

"The fiend must've taken refuge inside her body to avoid her destruction!" added Zecora, back on her feet and relighting the pilot light on her flame thrower despite the gale. "We have to burn her out like a fever! It's the only way!"

"Is there no way we can save my sister?" asked Celestia in despair.

"Yes sister, save me!" came Luna's voice. To Celestia's eyes, Luna stood before her no longer a corpse, but whole once more and in chains."Don't let them hurt me my sister. Haven't I suffered long enough?"

Rainbow Dash waved a hoof in front of Celestia's face,"Hello~. Princess, you there?" while the monarch of all Equestria stared off into space.

Celestia, half asleep mumbled, "Yes. I'm here. Don't hurt my sister. She's suffered enough. Soldiers of Equestria, go to Luna. Free her and secure her for transport to Canterlot. It's time that my sister was taken home." Her soldiers, for their part looked askance at their monarch. They had received a direct order, but how could they be expected to follow it?

"What!?" cried Rainbow Dash. "There's no way you can think that thing is still your sister! Just look at her! She's a candy stuffed corpse!"

"It's no use Rainbow Dash, she's dreaming with her eyes open. She's obviously so exhausted she's asleep standing up, and the Candy Mare is taking advantage of that fact," said Zecora through grit teeth. "It's up to us, we'll focus on the Candy Mare. Fluttershy!" she called to the yellow pegasus, where she still cowered, not far away. Fluttershy raised her head, though her eyes were still glazed with terror. "Try to wake Celestia. I fear we may need her aid to finish this. More, I don't think we'll be able to fight two Alicorns if it comes to that!" With that, Zecora shot a burst of flames into the faux Nightmare Moon. The creature gave a shrill shriek as some of its liquorice melted from the blast. Tendrils whipped around to swat the zebra but a second burst of flame, this one from Rainbow Dash, melted that candy away as well.

"Keep up the pressure Zecora, don't let up!" yelled Rainbow Dash, "You soldier boys can join in whenever you like, just watch yourselves. She's weak but she's still dangerous!"

The half melted corpse let out a mad guffaw, "Oh yes, please do join in! You may have cost me the souls of Ponyville Rainbow Dash, but I know where I can get more!" Red and black tentacles, covered in curved claws and teeth, burst from the earth beneath the guards hooves. The rumbling from before must've been the candy abomination forcing them through the earth, for they burst forth from every direction, sweeping like scythes through the soldiers. Had she been playing possum the entire time? Blood rained down from the air as pegasus guards were plucked from the sky and sawn into chunks by the rotating teeth of grasping tendrils and snipping claws. Nightmare Moon cackled, her long tongue darting out to catch the crimson droplets that hissed and steamed as they struck her burnt flesh. All around the pit, new jack-o-lanterns materialized into existence, the guards dying faces frozen in pain in the thick pumpkin rinds.

Zecora tried to destroy these as they appeared with her flamethrower, but she was running low on fuel, and she couldn't be everywhere at once. "I'm afraid we're going to have company soon."

Rainbow Dash, for her part, had been bathing the Candy Mare in constant bursts of flame. The monsters tendrils had moved to defend her, creating a candy wall where ever the azure flyer tried to find an opening. Melting candy was only replaced with more flailing appendages. She did well just to dodge the grasping limbs. "I'm running out of fuel! We need to try something else!"

"Um, I think I might have an idea!" Fluttershy shouted as she launched herself at the Candy Mare. Her body had been engulfed in a hard candy carapace, thick bladed wings replacing her soft feathers. Rainbow Dash's mouth hung open as she watched her normally timid friend cut through the Candy Mare's tendrils with scythe-like forelimbs. Devouring part of the Changeling hive, along with intimate proximity to the Alicorn Amulet, had somehow altered Fluttershy's curse. There were two creatures who had fed on the living here now, and one of them was actually on their side! The tiny yellow pegasus wings buzzed as the thing that had been Luna lashed out, sending a wall of teeth and claws to smash her like the insect she resembled. Her new 'feathers' sliced the wall into twitching black confetti. An uncharacteristically blood thirsty grin spread between Fluttershy's mandibles as the insectile pony darted, faster than Rainbow Dash had ever seen her fly before, back and forth slicing through the long black stalks that the Candy Mare was using to support her living corpse shell.

As fast and deadly as Fluttershy was, once she came closer to the candy stuffed Nightmare Moon the cadaverous pony's jaw opened wide in a shriek that made all present have to cover their ears. Rainbow Dash felt herself on the verge of blacking out. The effect on Fluttershy seemed to be the worst, as she was the closest, causing her to fall to the blood soaked ground. Watching her friend drop like a stone, Rainbow Dash feared she was dead. Fluttershy might have been, what with the Candy Mare looming over her, except for a beam of bright light that slammed into the beasts maw just as she was about to gorge herself on the fallen pegasus. "No more! You will torture and murder my subjects no more monster!" Celestia rose up in all her radiant glory, at last free of the temporary dream that the Candy Mare had inflicted upon her. With all the rage of a wronged goddess, her wings flapping with a clap of thunder, she shot beam after beam from her horn. The bombardment cracked the sky and pummeled the faux Nightmare Moon, sending her reeling backwards. "Nor will you use the memory of my sister against me! I see now that Luna is dead and gone. As you soon will be too!"

That made the Candy Mare giggle afresh, despite the smoking holes in her carcass. It was no longer Luna, nor Nightmare Moon's voice that echoed from her shattered jaws. "Dead and gone? You'd like that wouldn't you? You just can't stand the idea that right now I'm closer to your little sister than you ever were!" Celestia flinched, though from guilt or merely from the venom in the ghouls words as it spoke through her sisters tattered visage was anypony's guess. "Luna's not dead, she's right here with me, right now! Do you want to speak to her so she can tell you how much what you're doing hurts? Or do you want her to tell you what it felt like as I forced pieces of myself down her throat daily, month after month? ACK!"

The last part was a high pitched scream as Rainbow Dash and Zecora both bathed the broken creature in a pool of liquid flames. They emptied the tanks of their makeshift flame throwers, Rainbow Dash actually throwing the empty tank into the pit of shattered pumpkin shells that the monster had fallen in. The Candy Mare writhed and screamed, the flames eating away at the corpse and melting the candy to a dark black crust. Without warning, the jack-o-lanterns that had formed around the cavern floor erupted with a brilliant white light from within. The pumpkins exploded, shattering and flying to pieces. What few guards had started to rise as candy abominations fell back to the ground, the candy dissolving from their mangled bodies.

As the brilliant white flames died down, Celestia came to stand with Rainbow Dash and Zecora. What was left of her army had mostly fled, but Fluttershy came to stand by her side. Each of the mares gazed at what had once been Luna. The sad, shattered corpse seemed to have collapsed into itself, now little more than a dark grinning skull and a few bones. Still, even this sad form seemed more peaceful compared to the defiled state she had been in before. "If Luna really was still alive...I think she would appreciate what we just did for her," said Rainbow Dash.

"I think anypony would thank you girls for freeing them from that terrible creature," said Celestia sadly. "This has been one of the most difficult trials, both physically and emotionally, I believe that the pony's of Equestria have ever had to endure. It has certainly been a truly dark day for me. I doubt things will ever really be the same for us, but I know with time, Equestria will recover. We will rebuild Ponyville, and leave this terrible chapter of our history buried here in the Everfree Forest. Let no pony set hoof upon these blighted ruins ever again. Let the Castle of the Royal Pony Sisters be covered by the dust of eons and forgotten."

"Um...Princess," spoke Fluttershy in a harsh buzzing voice, like she was gargling broken glass. "What about me? Without the Candy Mare's influence, I don't think I will be a threat to other ponies anymore. But I'm still..." she gestured as if to draw attention to herself. Her body was still coated in a hard candy shell that had a vaguely insectoid look. Stilled for the first time since her transformation, the appendages on her back spread to reveal a pair of beautiful blue butterfly wings. A pair of antenna on her forehead twitched nervously. "I don't think I can exactly fit in anymore."

"Actually, I think your new form might not entirely be a hindrance to your re-introduction to pony society. I may know of something you could do to be of service to Equestria's most fragile citizens." said Celestia, wrapping a wing around Fluttershy, tenderly as she guided the timid mare away from the tragic scene and perhaps into the dawning of a new life. "Have you ever heard of the Breezies?"

As Celestia and Fluttershy walked away, Rainbow Dash found herself lingering by Zecora's side. The sky had calmed and, from her perspective down in the pit that had once been a castle, the stars shown bright and clear through the evaporating clouds. The moon still hung fat, but it was now vaguely orange rather than a brilliant scarlet. It seemed peace had settled like a warm blanket over the night at last. The azure flyer was having a hard time processing her feelings. So much had happened in such a short time, it was hard to know what to feel. She felt as cold and empty as the boundless sky. She didn't know what to do with herself. This had been one seriously messed up Nightmare Night. Her wing was feeling better though, for whatever that was worth.

"Hey," she said to Zecora. "So you gonna start rhyming now and get all cryptic on me again?"

"No," said Zecora, looking up into the sky at a shooting star. "I think that chapter of my life is closed. I don't believe I want to wake up beneath this foreign sky again. I think I would like to go home now, to my homeland and my own brothers and sisters. I've been on my own for a long time. I had grown so used to them over the last year, I don't think I can go back to my cottage without Big Mac and Fluttershy. Seeing this terrible creature reminds me of how loneliness can twist the heart of even the most innocent creature into a truly foul and pitiable thing. That's not something I want for myself, nor my family."

"So after all this you feel sorry for her? For the Candy Mare!? She murderer thousands, maybe even hundreds of thousands, and she showed every sign of enjoying it! Because of her, nearly all of our friends are dead! She killed Big Mac!" yelled Rainbow Dash, angrier than she'd ever felt in her life, though weirdly not at Zecora. She was just angry; at the peaceful sky, at the quiet earth, and at fate in general. She'd thought the fear and anger inside her would fade away with the Candy Mare's destruction, but if anything it was worse now that there was this cavernous emptiness inside her. How much had she lost? How much had been taken from her? Her friends, her life, her very soul?

"Yes, I feel sorry for her," said Zecora simply. "That fiend was once a little pony just like you. A pony who had parents who loved her, who'd tell her to wake up in the morning and read her stories before bed at night. A filly who looked forward to life's pleasures, and dreaded their pitfalls. It was not by her own hoof that she was made a monster. The Candy Mare was as much a victim in all of this as anypony else." Looking at Dash's stormy face, she quickly added, "But don't mistake my pity for regret. She was still a terrible monster that spread death and misery to everypony around her. She needed to be put down, there's no doubt about that. All I'm saying is that even the death of one so wretched as her is not a thing that should be celebrated. Your Princess Celestia is quite right that it is better for her to be buried and forgotten."

"Why? So little filly's and colt's can dress up like ghosts and goblins and beg for treats from house to house? So nopony has to worry about the very real, very terrible fact that monsters like the Candy Mare lurk in the dark? Are you really comfortable with every pony just going on with their lives like none of this ever happened!?" demanded Rainbow Dash, her eyes boring into Zecora's.

"Wake up Rainbow Dash! Do you really think the Candy Mare and Nightmare Moon were the only creatures in Equestria's history that ever brought pain to it's populace? Do you think they were the only beings who ever had their legacy changed, erased, or purposely forgotten?" The zebra asked, her own anger flaring now. "History is just a thin story draped over the oceans of blood and mountains of bone that truly account for what has gone on before we were born. If you try to dig into that past I assure you, you will never stop exposing the skulls of the damned and deranged. It is said that history is written by the victors, but in truth it's written by the propagandists to make it digestible for the public. If you think the life you've been living in is anything but a dream then you need to wake up!"

"You already said that." said Rainbow Dash, looking away. "I never thought I'd hear you say anything like this Zecora. I never knew you thought this way. I know I'm not the smartest pony, but the world as you describe it just seems so bleak. How do you manage to even go on living?"

"I wake up every morning Rainbow Dash, and I count my blessings." said Zecora "What do you do?"

"I don't know, I guess go to the little filly's room? Get a drink of water?" she couldn't help but laugh at her own bad joke. "Why do you keep saying that anyways?"

"Saying what?" asked the zebra, as she pulled her hood over her mohawk and began to walk away from the crater.

"Wake up," said Rainbow Dash simply.

"Oh...Oh no. Rainbow Dash you have to wake up! Wake up right now before it's too late!" screamed Zecora, her eyes flashing beneath her hood. Flames rose all around them, and the zebra's face melted away until it was nothing but a skull, her voice a horrid shriek, "Wake up right now Rainbow Dash!"

Wake Up

"Wake up! Come on now, rise and shine!" A sharp pain wrenched Dash's side, making her scream. Some pony was twisting her injured wing, bending and turning it so that the delicate bones almost popped out of socket. "There we are! You know Rainbow Dash, you're a very heavy sleeper. I was beginning to wonder if you'd sleep the rest of Nightmare Night away," spoke the Candy Mare through Luna's broken mouth, her rancid breath hot by Rainbow Dash's ear. Her eyes flew open and she screamed anew, not from pain this time, but from the scene that spread before her. All around her, candy ponies shuffled and laughed, singing that stupid Nightmare Night rhyme as they ate. What they feasted on were the prone and passed out forms of Celestia's guards. Jack-o-lanterns burned brightly all around them, and more popped into existence as Dash watched. The guards on which the dead were feeding were slowly being converted by the candy curse into a fresh power source for the Candy Mare.

Celestia still stood, but her eyes were glazed over, lost in some kind of trance. Rainbow Dash had to force herself to look away as a swarm of converted guards descended on her in a feeding frenzy. She just stood there, not moving or even acknowledging the creatures who were eating her, as if the part of her that had been Celestia was already long dead. Zecora wasn't far away, curled into a tight ball, the flesh slowly being stripped from her head by a pair of industrious candy abominations. Fluttershy was nearby as well, still in her strange candy insect form, still passed out. She lay where she had fallen when the Candy Mare had let out that awful ear piercing shriek. She alone the carnivorous corpses ignored. Of course Rainbow Dash was only able to see this all, because she was held aloft by the Candy Mare's black liquorice tendrils. They held tight to her limbs, pulling her painfully in four different directions at once. The Candy Mare herself was barely inches away from her. Or rather Luna's stinking carcass. This close she could see into her empty eye sockets, deep into the corpses hollowed out skull. Inside, a mass of red liquorice writhed and shifted, pulsing like a nest of maggots. Rainbow Dash felt sick, and it wasn't just from the smell coming from Luna's rotten mouth. "What? How? We beat you! We killed you! We watched you burn!" she wailed, in anger and despair.

The mass of candy in the corpses skull wriggled faster as laughter burst from Luna's fetid gob, "Is that what you dreamed? Oh, how delightful! I hope you enjoyed it!" The red liquorice strands began to twitch and extend themselves from Luna's eye sockets. To Rainbow Dash's horror they stretched towards her and started poking and prodding at her face. She tried to pull away, but Dash couldn't move her head far enough. "As to the how, it's simple really. When that strange aberration down there you call Fluttershy attacked me, I was truly surprised. I've never had a candy puppet turn on me like that before. I should've been prepared for such an eventuality, given how treacherous unicorn magic can be, but I'd never considered the possibility. So I used an ability that came natural to this body. Have you ever heard of the Official Royal Canterlot Voice? I must admit it was something that was more or less after my time, but it is incredibly loud, piercing really. And with this body's damaged vocal cords it can apparently prove quite devastating!"

Rainbow Dash struggled harder as the red liquorice began to probe around her nose and mouth. She didn't know what to do. "I don't understand! I heard you scream, and saw Fluttershy fall, but that's all that happened! Celestia woke up and blew you away with her magic!" To her relief, the tiny red whips pulled back, settling for writhing around Luna's empty eye sockets instead.

"Is that what you think happened? It's so fascinating how a pony's mind can take things that happened in real life and twist them to be part of a dream." The Candy Mare seemed to be delighted by this, but she quickly turned her attention back to Rainbow Dash. "No, I'm afraid 'Luna's' voice had a little more impact than that. Every last one of you passed out, though from the sound or the pain I'm not sure. It was ease itself to wake my little puppets and set them to harvesting life force for me. Even now, they're creeping out of the Everfree Forest and into the rest of the world. I'm afraid Nightmare Night is going to be quite the blood bath for this world. At least five more cities will be devastated before midnight. With that my Ritual Harvest will be complete, and I will have more than enough life force to expand into the nightmares of every creature that dreams."

"No!" "cried Rainbow Dash, tears streaming down her face. Broken, she whimpered "we watched you burn. This can't be how it ends!" she shouted the words to the heavens, willing them to be true.

"Of course this isn't how it ends," said the Candy Mare. "I learned much from Luna in our time together. Matter can neither be created nor destroyed. But energy, sweet delicious energy, can be consumed in all it's forms. I will feed on the life force of every planet, every star. Then once this universe has gone dark and cold, all I have to do is move on and begin again. And again. And again. Oh no Rainbow Dash, this isn't the end, we've only just begun!" cackled the Candy Mare. "But I have to admit, as expanded as my knowledge has become from consuming Luna's life and the many lives of the ponies of Equestria, there are some things I still don't understand. When I was a little filly, it wasn't so much the high lords and lady's of the unicorn's I was envious of. They were graceful and gorgeous, fascinating really, but I didn't play pretend I was a princess like the other earth ponies. You see, I always imagined what it would be like to be a pegasus! To spread my wings, to soar through the air, quick as the wind! Now that Luna has served her purpose, I'm afraid her sad little wings wouldn't be up to the task of carrying me anywhere."

A thick black tendril rubbed Rainbow Dash's injured wing suggestively. The pain in it had stopped, but a wave of revulsion moved through Dash as the disgusting candy appendage stroked her flank. "W-What are you saying. You have your own body don't you? You can make candy wings and fly."

"I haven't had what you would call a real body in a long time. Even if I did as you suggest, I'm afraid the mechanical side of equine aviation perplexes me. My puppets can barely stay aloft, despite being pegasi in their previous lives. I think a more intimate knowledge of how a living pegasi's wings work in motion might prove illuminating. And besides, poor tattered Luna doesn't actually look very nice anymore. All these dark drab colors, so very dull." She stroked Rainbow Dash's multi-colored mane with one half-rotted hoof. "I've always loved bright colors myself. I think you'll do just fine. Like I said Rainbow Dash, you and I, we've only just begun!"

"What do you mean!?" the azure flyer asked in panic. In answer, the Candy Mare pulled away from her, and lowered her gently to the ground so that she stood awkwardly on her two hind legs. For a moment, Rainbow Dash thought the Candy Mare was letting her go, as the writhing twitching tendrils slid back into Luna's empty eye sockets. But then the corpses bloated and distended bell burst, the flesh peeling back and blossoming open like a putrid flower. What dangled from the ruptured guts were not intestines, however, but more candy. From that squirming mass, something that looked like a half formed fetus emerged. It's body was corpse pale, save where it was slick with fresh blood. Tiny, underdeveloped limbs that had lost their hooves long ago wriggled out of the mess and twitched slowly across the gore choked earth. It's toothless mouth was open as it panted for breath, a tiny tongue flicking over thin dry lips. It's eyes were like no eyes a pony could ever have, mismatched and multicolor candy swirled. They almost seemed to glow with hatred, madness, and something that made Rainbow Dash scream uncontrollably, thrashing against the candy shackles that bound her. What burned brightly in those terrible eyes was absolute, overwhelming delight.

"Kill me...kill me..." murmured the empty husk that was Luna's body over and over. "Kill me...please just let me die." Through all this pain and torment, the Alicorn Princess was still alive. The sight was all the more horrifying for Rainbow Dash now realized that this was the fate that had been planned for her all along. Zecora and the others had it wrong this whole time. The Candy Mare didn't just want to kill, she also wanted to live. To live, she needed a body. A living body.

With every sign of a filly's anticipation for opening presents on Hearths Warming day the malformed filly, that Rainbow Dash recognized as the very core of the Candy Mare, drew closer to her. The wet, filthy thing slid up Dash's leg, and she couldn't shake it off no matter how hard she squirmed and kicked. The horrid leech clung to Dash's body, and slowly slithered up her belly to her chest. Dash struggled harder, but the black liquorice tendrils that thrust up from the earth held her still. She could feel her heart beating as the tiny hoofless appendages of the thing reached her lips. Dash clenched her mouth shut so hard she was afraid she was going to shatter her own teeth. It didn't matter though. A red tendril twisted her wing again and her body betrayed her, opening her mouth wide in a scream that was equal parts pain, frustration, and despair. She felt the horrid thing slide past her teeth, over her tongue, and deep down her throat. Even as she gagged, amidst her revulsion, she couldn't help but notice that foul as the thing was...

It tasted sweet.