The Masquerade

The yellow pegasus stared at the interior in momentary silence, examining all of the details before it, taking all of it in.

"Oh, hey Fluttershy" Spike said with a smile. "What's up? Why ya up so early?" After inquiring, Spike noticed the odd look in Fluttershy's eyes. She looked as if she had never seen the inside of Twilight's home before.

After a few moments more, Fluttershy brought her gaze down to Spike, examining him as well, but not as long. Spike returned her stare, but with puzzlement.

"What, do I have something on my face..?" Spike began rubbing his face with his claw until Fluttershy finally spoke up.

"Oh... I'm sorry, Spike." Fluttershy piped up, shrinking back a little with a sheepish smile on her face. She had noticed Twilight had begun to stare at her as well. "I guess I just kind of.. zoned out a little." Fluttershy let out an awkward chuckle.

Spike let her in and closed the door behind her, quickly glancing back at Fluttershy as she stepped into Twilight's abode. "That was weird.. oh well." Spike thought as he shut the door. Twilight, in the midst of re-organizing her books, found the concentration required to greet her friend.

"Hello, Fluttershy! What brings you here?" Twilight said, somewhat slowly, so as not to break her concentration and drop the massive amount of literature she was managing with her magic. Twilight let out an embarrassed chuckle as Fluttershy seemed to wait for her to get finished speaking. "Heh, sorry you caught me during one of my organization sessions, I went to sleep late last night."

"Oh, it's alright, Twilight." Fluttershy said politely. "I do have a favor to ask, though. Could you please let me borrow a book or two?" Fluttershy asked as she raised a questioning hoof in Twilight's direction. Twilight nodded in response.

"Of course! Which books do you want?" Twilight raised an eyebrow, then remembered who she was talking to. "Let me guess, a book involving animals? Maybe a specific one?" Twilight tilted her head slightly and raised a hoof towards her books. "I got plenty to choose from!"

"Yes, I need a book about how to cook small birds to feed to one of my new animals, please." Fluttershy nonchalantly asked as Twilight and Spike's eyes both widen simultaneously upon hearing this bizarre and uncharacteristic request coming from Fluttershy, whom would never be so nonchalant when regarding having to sacrifice an animal to feed another, as it usually tears her apart to do it.

Twilight's expression remained the same as she began searching her books for such a publication, circling books around her head before her eyes as she quickly reads the titles. "Umm.. alright, give me a second."

"Grrr..." Blanc growled internally. "I think she's silently criticizing my acting abilities... mocking them, just like the critics I killed during my fall from grace. Ohhh, don't worry, Twilight, you'll get yours.. I could never stomach doubters.." Fluttershy's eyes seemed to have become furrowed and somewhat angry, which Spike noticed. A worried expression grew upon Spike's face as he looked down at the floor.

"HI, TWILIGHT!" A loud cry of excitement and joy piped up amidst the awkward, tense silence. A pink blur flashed before Spike and Fluttershy and crashed into Twilight, slamming her into her bookshelf and scattering books everywhere, creating yet another and even bigger mess than before. Twilight and Pinkie Pie's heads emerged from the mass of books.

"Really, Pinkie??" Twilight let out with an exasperated groan. Pinkie looked down, her smile fading slightly as it turned into an apologetic half-smile.

"Hehe, sorry, Twilight..." A loose book fell to the ground, acting as a sort of punctuation mark for Pinkie's apology. Twilight's angry gaze narrowed towards Pinkie, and her "sorry smile" grew even larger.

The two pulled themselves out of the mess of books and Pinkie produced a small, heavily decorated piece of paper, seemingly out of nowhere. "I was just so excited because I wanted to invite you to the party I'm hosting at Sugarcube Corner tonight!" Pinkie's smile returned to its original state as she delivered this fast-paced sentence to Twilight.

Twilight let out a sigh of exasperation, eyebrows furrowed, and said "Alright, Pinkie, I'll be there, assuming I can get this massive mess cleaned up beforehand!"

"Ooooh, let me help!" Pinkie shouted, and began running back and forth to grab several books at a time and placing them on shelves. Twilight, Spike, and Fluttershy all just stared in awe at how quickly and effortlessly Pinkie placed all of the books. Granted, she didn't put them in the right place, but it was the sheer speed of it that surprised them all.

"There we go! All done! See ya at the party, Twi!" Pinkie then began happily bouncing her way out of her friend's home, but then suddenly came to a stop next to Fluttershy and handed her one as well. "Here ya go, Fluttershy! Wouldn't wanna miss out on the party, huh?" Pinkie said, then almost immediately left, shouting "Okay, see ya, bye!", dashing off in some random direction, on her way to deliver more invitations.

"Ohhh, no, Pinkie.. I wouldn't want to miss your party for the world." Blanc thought. "This will be a good chance to meet the rest of my potential victims and choose the one I like the most. Sure, Twilight is quite the catch herself, but I would like to.. work my way up to her, so to speak. Yes..."

"Ugh, what are we going to do with her!?" Twilight said in a mixture of amusement and frustration in Fluttershy's direction.

"That's Pinkie for ya!" Spike said enthusiastically with a laugh. Fluttershy just stared at the two of them, studying them with her eyes, it seemed, as if she hadn't met them before.

"You know what, Twilight?" Fluttershy said with a sigh. "Forget about the books, I'll just go and figure it out for myself, and then I'll get ready for Pinkie's party..." Fluttershy turned and walked out of the door.

"Uhh, you sure.. Fluttershy?" Fluttershy shut the door behind her before Twilight could finish the initial question.

_________________________________________________________________________________________________

It was party time at Sugarcube Corner. The air was filled with the smells of various baked goods, courtesy of Pinkie, Mr. and Mrs. Cake and several of the guests. Constant chatter was abound, mostly consisting of everyone's health or well-being. Games were being played by ponies, young and old... except for one. Fluttershy, who simply sat in the corner of the room with a blank expression and stared at everyone else, studying them, while sipping some punch. She seemed to be taking in every single detail.

Several people tried walking up to her and asking if anything was wrong, and she simply shook her head and said "no" every time. Eventually, it got to the point where all others did was just briefly exchange glances with her with an inquisitive look on their faces, and then move on. Fluttershy stayed that way almost all throughout the party.

The one that stood out the most was Rarity, whom was accompanied by her little sister, Sweetie Belle. Her beautiful purple mane, those mesmerizing, deep blue eyes, and that pure white coat of hers. Everything about her, at least her physical appearance, made Blanc think one thing and one thing only: "I must have her inside of me.."

Finally, it came time for the guests to leave. They all said their fond farewells to each other, to Pinkie especially, saying they can't wait for her next party. All of them were shocked to find that it was nightfall by the time they departed. This proved wonderful for Blanc's needs, as it will provide an excellent veil for him as he follows Rarity and Sweetie to their home.

Rarity and her sister began walking back home, yawning from how tired they were. Every now and then, they'd hear the rustling of leaves or the cracking of twigs, but every time they'd turn around, they saw nothing. Rarity figured it must simply be their imagination and reassured Sweetie that no one is following them. This kept occurring sporadically until they finally arrived at the Carousel Boutique.

"Ohh, finally, we're home!" Sweetie Belle exclaimed, bursting in through the door with a smile creasing her face. Rarity came up behind her and shut the door. "I'm exhausted from that party!"

"Yes, yes, now off to bed with you, Sweetie Belle" Rarity said, narrowing her eyes as her gaze met Sweetie's. "I've got to stay up and finish my latest design first." Rarity sighed, as she was also exhausted, but she was also eager to finish the dress she's been working on, or else she may lose the train of thought that brought about its creation, thus causing her to have to start over again.

"Alright, goodnight!" Sweetie Belle said, walking up the stairs to the bed room. As she was doing so, however, they both heard a knock on the door. Rarity looked at the door with a puzzled look.

"I wonder who that could be." Rarity said in contemplation, as it's unusual for them to get visitors this late at night. Rarity used her magic to open the door and behind the door was Fluttershy, who was wearing a long, placid smile on her face. This smile, for whatever reason, strangely unnerved Rarity.

"Oh, why hello there, Fluttershy." Rarity said, an uncomfortable smile creasing her face. Rarity wondered, was Fluttershy following them home? "What brings you here so late?"

"Hello.. Rarity." Fluttershy said in a slow voice. "Mind if I come in?" Fluttershy had already begun walking in before Rarity could give a response. This was uncharacteristic of Fluttershy. Rarity felt her unease grow inside of her. Something about Fluttershy did not seem quite right.

Fluttershy walked past Rarity, turned to face her and her smile faded and turned into a serious expression. "Rarity, I have a confession to make..." Fluttershy's voice became deeper and more hoarse, as if she was choking on something and struggling not to cough. Rarity's tension rose even higher, now completely sure that something was wrong.

"Umm.. yes, what is it..?" Rarity's eyes grew large, bulging in their sockets, as she began shaking a little.

"I am.. not who you think I am..." Fluttershy's eyes sank down into their sockets and eventually disintegrated, her teeth quickly decaying and falling out, clattering onto the floor with fresh blood staining them. Fluttershy's gums seemed to change shape, from relatively flat to two sharpened blades. Fluttershy's lips both fell off, decayed. "My real name is.. Blanc Masque... and I am here to consume you..." Fluttershy began slowly meandering towards Rarity, who was now in a total state of shock, as was Sweetie Belle, who watched from the stairs. Fluttershy's voice was now deep and guttural. "I want you.. inside of me."

With those words, tentacles sprouted from each side of Fluttershy, and a thick red one sprouted from her mouth. Rarity tried to run past her, but was caught by two of her tentacles, one grasping her neck. "Ah, ah, ah, no running away." The tentacles lifted her up into the air by her neck and tail as she struggled to get free. She wanted to scream, but the tentacle was closing her wind pipe off, slowly beginning to suffocate her. Blanc heard rapid footsteps and screams come from the right side.

"YOU LEAVE MY SISTER AL-" Sweetie Belle began, but was cut off by another of Blanc's tentacles, which wrapped itself around her neck and lifted her into the air. The red tentacle sprouted its blade and went over to Sweetie Belle, positioned right next to her eye.

"Awww, how touching. Sisterly love." Blanc said, chuckling. "Well, then, both of you can take solace in the fact that you will both die together, in the same time span to boot!" Blanc felt Rarity struggling extra hard now, hearing her try to choke words out, but it was all for naught.

Blanc's bladed tentacle then slashed Sweetie's throat wide open, spraying blood everywhere. Blanc's one free tentacle immediately inserted itself into her neck, slurping the organic material down, flesh, coat, and all. Then, the bladed tentacle flung itself over to Rarity, whom was now sobbing hysterically. She was apparently in too big a state of distress to concentrate on using magic of any kind.

Blanc raised her over his head, staring up at her belly. He then split her down the middle of it vertically with his bladed tentacle, his green tentacle beginning to suck the pieces up. Rarity stopped struggling at this point, now limp. Every now and then, she'd twitch a little here and there, but very little resistance overall. Eventually, Blanc stopped sucking once he got to the skin and coat, the rest of the organic material completely sucked up. He brought it down in front of his eyes for a closer look.

"Ahhh.. looks slightly less beautiful now that there's nothing beneath it... but only slightly. Hehehehe..." He then absorbed the rest and took on his newly acquired form. He turned to the nearest mirror and gazed upon Rarity's likeness, making various poses. He let out a sigh of pleasure and nodded his head.

"Yes... beautiful. Now on to the next victim..."