My Little Necromancer

by Midnight Moon

Rating: teen
Tags: Tragedy, Horror, Twilight Sparkle, Gore, Trixie, My Little Pony: Friendship is Magic, Dark, Spike, Adventure
Length: 14329

Learn the forbidden art, lest all you know be destroyed.

For as long as recorded history, Necromancy, the Magic Art of the Dead, has been forbidden. Everypony that dared to learn it was corrupted, and had to be either killed or banished beyond Equestria. Every book pertaining to it was destroyed. Everything having to do with it was shunned and reviled.

When The Great and Powerful Trixie, searching for the means to defeat Twilight Sparkle, learns this forbidden art, it soon becomes clear that Twilight, too, must become a Necromancer, lest Trixie destroy Equestria as we know it. Hunted by her teacher and mentor, Princess Celestia, and most of her friends locked away in Canterlot for their own safety, she has only herself and her one remaining friend, Spike, to rely on as she struggles to keep her sanity intact while avoiding the undead hordes that will never stop hunting her and the society that has come to revile her very existence. As she delves deeper into this dark art, she will learn more about the nature of magic then ever before, as she realizes that there are bigger threats out there then the dead.

Cover image belongs to CrappyUnicorn of Deviantart.

Published 2012-03-21 23:34:02 UTC
Last updated 2013-10-29 20:21:58 UTC

Prologue: The Great and Powerful Trixie Makes a Discovery

One step, and then the next. That’s what she kept telling herself.

The Great and Powerful Trixie had traveled long and far. At first, she was just running, she realized now. Running away from that town, that place… that pony. The pony that had humiliated her. The pony that ruined her career. The purple pony with the purple star as her Cutie Mark, the pony she dreamed of every night, the pony that wouldn’t leave her mind no matter how weary she was or how far she ran, the pony that had made her resort to thievery and begging… Begging!… just to get a meal or a dry place to stay the night.

Twilight Sparkle.

Just thinking of her made Trixie want to vomit. How dare that lowlife, that peasant, upstage her!… And how dare she make Trixie owe her life to her. The Great and Powerful Trixie owes nothing to nopony. The Great and Powerful Trixie can look after herself, just as she did for years on the open road.

One step, and then the next. First, Trixie would need something to give her an edge. After realizing this, she traveled all through Equestria searching for some sort knowledge, some spell that would put that peasant back in her place. When she couldn’t find her answer within Equestria, she decided to look without. There were miles of unchecked, uncharted, unexplored land, just waiting for somepony with the skills and the courage to claim its secrets. Surely she would find something there.

It had been the most dangerous months of her life. Monsters unknown in Equestria roamed the wastes, and lawless bands of Gryphons and Zebras waited for an unlucky explorer. Most of the vegetation was poisonous, and what she could eat tasted like rotten carrots smothered in week-old mayonnaise that had been left out in the sun. But not once did Trixie think about going back. She wouldn’t show her face again, not until she had her revenge.

Celestia’s sun was going down. Soon, it would be night, and she would have to find shelter or face the horrors that lurked in the dark. After ten minutes of searching, Trixie found a small, uninhabited cave to sleep in. Strange that there was nothing in it, not even bones, like in every other cave she had been in, but shelter was shelter, and she couldn’t afford to be picky.

Setting down her bags and retrieving the enchanted sleeping bag within, she placed wards over the entrance, then settled down for the night.

Very early the next morning, the whispering winds woke Trixie up. Her wards were supposed to block out the wind, but magic could be unreliable at times out here, as she learned when a spell that was supposed to temporarily paralyze a band of

Gryphons instead made their feathers fall off. Fortunately, they had ran off after that, embarrassed. Trixie chuckled a bit as she remembered the looks on their faces, and how they looked like featherless chickens as they ran.

Her wards were still in place.

Fully awake now, she realized that it was coming from the back of the cave. There must be an opening… but who would bother making a secret base all the way out here?

Could this be what she was searching for? Could she have finally found something would allow her to get her revenge against Twilight? More nervous then anxious, Trixie felt out the back of the cave. A hidden door, opened slightly, was at the farthest corner from the cave opening. Even her magic wouldn’t have been able to tell the difference between it and the surrounding stone if it hadn’t been slightly opened. Whoever made this knew more about magic then she did, possibly more then she ever would.

Opening the hidden door, Trixie gasped when she saw what was within. Gold, jewels, treasure, more then you could hope to find in a dragon’s horde. But wealth was meaningless to her. What made her gasp was a sarcophagus made entirely out of a single, gigantic Moon Ruby. Moon Rubies only formed during an Eclipse, and the Princess Sisters hadn’t made one since the Nightmare Moon era. They had immense magical powers, and what few that were found were hoarded zealously, used in the workings of the highest order of magics. Even Trixie had never seen a Moon Ruby before, though any unicorn would instantly recognize them due to their red-purple glow and magical aura.

The unicorn inside was perfectly preserved, frozen in time inside his crystal tomb. He certainly looked regal, with a black-blue mane and tail to match those of the Royal Sisters, and a deep purple coat. Unfortunately, a slight blemish on the Moon Ruby prevented view of his Cutie Mark. He was arranged so that he appeared to be meditating, facing due west, back towards Equestria. And, right in front of his closed eyes, was a pedestal with a single book, unmarred by the passage of time.

Trixie had read of tombs such as these. In the time before the Royal Pony Sisters, warlords vied for power, and wizards whose powers rivaled the Princesses commanded large armies. Nearing their deaths, they would gather their accumulated wealth and knowledge and hide them away. Such tombs were often filled with traps still powerful even after millennium, and most ponies sent to recover the treasures inside, weather for good intentions or bad, never came out.

Just what was such a tomb doing way out here, Trixie might never know. As far as she knew, ponies have never been in this land before. But it didn’t matter. Who knew what secret and forgotten spells might lie within that book? Who knew how powerful the Great and Powerful Trixie would become after learning them? She would have her revenge. She could almost see the look on Twilight Sparkle’s face when she finally defeated her, after all this time.

But why stop there? Fate had led her here, to this forgotten tomb far outside Equestria’s borders. She realized now that she was meant to be defeated back in Ponyville. If she hadn’t, she would never have found this place. Fate had greater plans for her, and Trixie was not about to let such a chance pass her by. Who better to lead the land then her? Celestia and Luna have ruled long enough. Now, it was her turn.

Now was the time for the Great and Powerful Trixie to show them what she could really do.

Chapter 1: The Party

She’d been having nightmares for weeks now.

Twilight Sparkle had tried just about everything: herbal tea, meditation, yoga exercise, aromatherapy, none of it had worked. You could easily see it in her baggy eyes and haggard mane. She had wrote to her mentor, Princess Celestia, about it, and Princess Luna, being more tuned with dreams and nightmares then her sister, had actually came to visit and determine their nature, and find a way to stop them, but even she had been unable to do anything about it.

Every night, the same dream. Corpses rising from the graves, an undead horde marching across Equestria, the land around them dying. Ponyville burning. Canterlot under siege. And a pony she never thought she would see again.

Luna thought the dreams to be prophetic. Twilight didn’t even want to imagine what would happen if she was right. Even in waking, she could still catch a faint hint of the stench of decay. She could recall every last detail by heart now, including how many maggots were writhing on the zompony that had started the fire in Sugarcube Corner. Eighteen, not including the three that got gnashed in the rotted teeth.

Frowning, she set about fixing her mane. Sleep-deprived or not, it’d be a cold day in hell before she missed a Pinkie Party, much less this one. Pumpkin and Pound Cake were turning one year old today, and Pinkie Pie wasn’t going to hold anything back. They’d be talking about this party for years to come, without a doubt.

Spike had taken to sleeping in the next room once it became apparent that the nightmares weren’t going to stop anytime soon. Still, he would often wake up early, plagued with guilt that he could sleep so soundly while she couldn’t get a single good night’s rest. Sometimes, Twilight would wake up (if you could call those hours of constant, nonstop nightmares sleep) to find that he had prepared her favorite tea, or he would be snuggling with her, earplugs secured. At least she could always count on him.

Of course, Spike had barely gotten any sleep tonight either. All of Ponyville was abuzz with news that Pinkie Pie was going to throw what might be the largest party Equestria has ever seen, and he couldn’t relax for all his excitement. Downstairs, she found him pacing the library, constantly checking the clock. When he heard her coming, he instantly turned to face her.

“It’s finally here!” he said enthusiastically. “The big party is today!”

“It’s not until 3:00, Spike,” Twilight reminded him. “We’ve still got six hours.”

“I can’t wait! Pinkie’s sure to have something unbelievable planned. Maybe she baked the world’s biggest cake! Or maybe she got the Wonderbolts to come! Rainbow would love that. Or the Trans Equestrian Orchestra! Or both!”

“Relax, Spike. They’re some of the most exclusive, talented ponies out there. Pinkie’s good, but I doubt even she could get them to perform for a birthday party.”

It was pointless to argue with him. Ever since Pinkie announced that Pound and Pumpkin’s birthday parties were going to be “The greatest, super-duper-extra terrific, largest, awesomest, most amazing party to end all parties!”, Spike had been unable to think about anything else. And at any rate, Pinkie might just be able to do that. When Pinkie puts her mind to something, there’s no stopping her.

There was little to do but wait for 3:00 to come. With all her friends getting ready for the big party, Twilight was content to just sit quietly and read. She dozed off more then once, but she always woke up before the nightmares started up again. Ironically, she got more restful sleep during the day then she did at night.

Finally, Spike woke her up from another nap at about five to three. With just enough time to fix her mane one more time (as it had gotten tangled again during her on-and-off naps), the two eagerly went on their way. Most of the town was already heading to the lake, where the party would take place. Well before they even got there, they could hear the DJ playing the tunes, and smell countless baked goods that made Twilight’s mouth water.

As soon as everypony arrived, Pinkie Pie got things started by launching an amazing fireworks display. Somehow, she had managed to time everything so that it looked like one continuous image. It showed Pumpkin and Pound taking their first steps, saying their first words (Pinkie had told them all about that first night babysitting them), eating their first solid foods, and getting their first teeth. She even managed to synchronize the sound effects to match the fireworks.

After that, the refreshments were served, though there was no sign of the cake yet. Twilight asked Pinkie about that, and she merely said that it was a surprise. That, of course, only fueled Spike’s imagination. Party games of every kind adorned the grounds, and a large section of grass had been reserved for ponies that wanted to dance.

All of Twilight’s friends came to have some fun with her. They talked about the first time they saw the Cake Twins, as they had come to be known. They had been so adorable, and, remarkably, had only grown more so as they grew. If only they could stay foals forever.

At around 5:30, Pinkie announced that the cake was ready. Spike was right when he guessed she would bake the world’s biggest cake. The whole thing must have been as large as the tree Twilight’s library was made in, and would probably collapse if there had been any wind. After Pumpkin and Pound got the first slices, Pinkie got more prepared for everypony. The Zap Apple frosting all but melted in Twilight’s mouth, and flavors she couldn’t even begin to describe tantalized her taste buds. Celestia only knows how long it took to make, or how she managed to do it without anypony noticing anything.

Two more hours of dancing, playing fun party games, adoring the Cake Twins, a second and third slice of the cake for everypony, and socializing, the party finally started dying down after the Cakes left to prepare the babies for bed. Applejack had to get up early the next day, so she and Applebloom said their goodbyes. Fluttershy had all her animals to take care of, and left too. With stomachs filled nearly to bursting, Twilight and Spike reluctantly gave their farewells, and left.

It was 7:42 when they finally got home. They had been partying for over four hours. Limbs feeling like lead, Twilight took a steaming hot bath, and sighed with pleasure as she dropped in.

Eighteen minutes later, water cooled and scented candles extinguished, she pried herself from the tub and dried herself off. Exhausted, she half-walked, half-stumbled to bed, determined to get some sleep tonight.

She noticed an odd smell when she settled into bed. It wasn’t there when she first woke up; she would have remembered it. She quickly determined that it was coming from an open window. Reluctantly, she got back up to close the window, then gasped when she saw what was outside.

Ponyville was under attack.

Chapter 2: The Attack

It was all coming true.

Ponies were running every which way, screaming. The dead were chasing them, cutting down everypony they got close to. Blood, gore, and rot assaulted her nose, and the screams of the dead and dying tormented her eardrums. Some of the buildings were already on fire, and the inferno was threatening to consume everything in its path.

Twilight quickly closed the window and sealed it with her magic. All traces of exhaustion were gone, replaced by terror and adrenalin. Princess Luna was right. Her nightmares were coming true.

What was she going to do? Ponyville wasn’t going to survive this. The dead would kill every living thing. They didn’t stand a chance of survival if they stayed here.

Run. Run to Canterlot. The mountainous terrain and high walls would keep them out. Her nightmares never showed Canterlot actually falling to the dead. It was her best hope.

Twilight hurriedly packed a few books and her Element of Magic. After the Discord fiasco, Celestia decided that it was best that they keep the Elements with them. That decision might just save their lives today.

Things packed, she put on her saddlebags, opened the door, then slammed into Spike while rushing to the stairs.

“Twilight! Twilight!” he nearly shouted. “What’s going on? What are those things?”

“Princess Luna was right,” Twilight somberly responded. “They weren’t just dreams.”

“You mean those are… zombie ponies?”

“I’m afraid so, Spike. Now come on! We need to get out of here!”

Poor Spike was scared out of his mind, but he somehow managed to hop onto Twilight’s back and keep a tight grip. She carefully but hastily descended the stairs, shouting for Owlowiscious to follow her. He had been frozen in fear on his perch, but the sound of her voice roused him to action.

Outside, the stench of the dead was far stronger then from the Library. Twilight almost vomited, could feel the bile crawling up her throat, but she managed to force it down. There didn’t seem to be any walking dead in the area, but she could still hear them howling after the living.

Her friends were out there somewhere. They were still alive, she could tell. They shared a bond, as the Elements of Harmony and as the best of friends. But they were scared, and unable to run, except for Rainbow, who was lucky enough to have been in her cloud house when this all started. In fact-

“Twilight, what are you doing out here?” Rainbow shouted from above. “Get inside! Lock the doors, and stay there until this is over!”

“We need to get out of here!” Twilight shouted back. “Get your Element! Find Fluttershy and Applejack and head for the lake! I‘ll fetch Pinkie and Rarity!”

“But what about-”

“Now, before they find them!”

“You got it!”

“And Rainbow!” Twilight sighed deeply as she collected her feelings, recalling all the great times she and her friends spent together. “Stay safe. Don’t do anything reckless.”

“I won’t.”

“Pinkie Promise?”

“Cross my heart and hope to fly, stick a cupcake in my eye!” Rainbow Dash made the appropriate gestures as she said this. “Don’t you let me down, Twilight! I’ll see you there!”

Rainbow dashed off, heading for Fluttershy’s cottage near the Whitetail Woods. Twilight wished they could stick together. There was safety in numbers, not to mention it would be a huge burden off her mind. But Fluttershy and AJ lived far from town, and she didn’t want to chance being too late for them. However, Pinkie Pie and Rarity were the ones in immediate danger. If she left for the other two, then they might not live until she got back. Rainbow Dash was faster. She could get to Fluttershy and Applejack in ten seconds flat, leaving her free to save the others.

Twilight had to start hurrying herself. She and her friends were dead meat- or undead meat- if she stayed still.

=================================================================================================

Sugarcube Corner was the closest to the library, so Twilight arrived there first. Luckily, the fire hadn’t spread here yet, so she was able to enter without any difficulty.
All the lights were out, and the windows were closed, with curtains drawn. Not a sound could be heard inside, and in the near-absolute darkness, it was all too easy for her to imagine countless zomponies around every corner, waiting to pounce on unsuspecting prey.

Owlowiscious, bless his soul, must have sensed her apprehension, as he hopped up onto her head, using his night vision and advanced hearing to guide her. With his help, Twilight maneuvered her way upstairs, where she bet the Cakes and Pinkie would be.

All the doors were hanging open, except for the bathroom door. Owlowiscious gave her a slight squeeze with his talons, signaling that he could hear something in there. Cautiously, she went over and knocked the door as silently as she could. She heard a faint gasp, some whispering, and some fumbling about, then the door slowly opened a tiny crack.

“Anypony out there?” somepony inside whispered.

“Mrs. Cake, it’s me, Twilight,” she whispered in response.

Multiple sighs of relief could be heard from the other side. The door fully opened, revealing the Cakes and a very relived looking Pinkie Pie holding the Cake Twins. Glad to see them living and breathing, she entered the slightly cramped bathroom, closing the door behind her.

“Thank goodness it‘s you,” Mrs. Cake said in a hushed voice. “We thought you were one of those monsters. Just what are they anyways?”

“Trust me, you don’t want to know,” Twilight responded. “Listen, we need to get out of here, and get to-”

“Leave? With those monsters still out there?” Mr. Cake was shocked. “We’re perfectly safe in here, and now that you’re here to help, we can-”

“That’s not going to work!” The Cake Twins were startled, so Twilight calmed herself down a bit before continuing. “Even if the dead don’t find us-”

“The dead!?” Pinkie gasped.

“Sssh! Even if the dead don’t find us, there’s a fire out there and no pegasus ponies available to put it out. It’s either chance going outside or stay in here and wait to burn to death.”

Mr. and Mrs. Cake were conflicted. They were safe from the dead in here, and there was still a chance that that fire wouldn’t reach here. And surely some pegasus would come along and put the fire out with a rain cloud. They wouldn’t let the town burn down, right? And from what they managed to see, those monsters couldn’t fly, so the pegasi shouldn’t have any problem putting out the fire, right? They’d be safe if they stayed in here, right? Everything would be alright, right? Right?

A crash sounded downstairs. They could hear loud tumbling and thrashing about from the kitchen, which once again reminded Twilight of hear dream. And how the zompony started the fire that burned down Sugarcube Corner.

“We need to get out of here, now!” Twilight insisted. “Follow me.”

She opened the door before anypony could object. Once again, Owlowiscious leapt on her head, signaling which way to go. The Cakes and Pinkie followed her, still afraid of meeting any of those monsters, but more afraid of being burned alive.

Downstairs, the stench of decay coated their tongues. The Cake Twins seemed ready to cry, but Pinkie managed to keep them quiet with funny faces and snacks from… wherever she kept them. Even in the midst of a crisis, Twilight still managed to wonder where she got all her snacks. But, Pinkie Pie will be Pinkie Pie. She had given up on understanding her ways long ago.

They focused on making it to the front door without making a sound. In the kitchen, the zompony continued to thrash about, as if in a blind rage. They didn’t think it would be able to hear anything over its own din, but they didn’t want to risk it.

They had almost made it to the door when Pinkie began to sniffle. Spike hurriedly put a finger to her nose before she sneezed. They silently breathed a sigh of relief before continuing on.

The front door creaked loudly as they opened it.

The din from the kitchen abruptly ceased. Then the kitchen doors flew open, revealing a zompony with twenty-one maggots. As Twilight watched, three of them were crushed between the rotted teeth of the monster.

It was too much like the scene from her nightmare. She froze in fear, unable to budge an inch, even as the thing lunged toward them.

Mr. Cake jumped in front of her and bucked the creature with all his strength. Despite working in a sweets shop, he was quite tall and strong. His hind legs struck the creature with tremendous force, cracking bones and pushing it back several feet.

“Well,” he said, “Somehow I thought they would be stronger. Maybe we’ll be okay after all!”

The zompony slowly got back to its feet. Despite broken bones showing through the rotted skin, it didn’t seem to show any pain. Though shocked and disgusted, Mr. Cake stepped up to buck the creature again.

A large piece of broken wood flew towards the creature. It broke into many splinters, with a few lucky pieces lodging in the head and brain. The zompony abruptly collapsed, dead as it rightfully should be.

Everypony looked towards Twilight Sparkle, whose horn was glowing with purple magical energy. She seemed to have been shocked at what she did, though that quickly passed.

“Thank goodness we have you to help us,” Mrs. Cake said. “But how did you know to strike it in the head?”

“I didn’t,” she truthfully replied. “I just got scared when it started getting back up, thinking it couldn’t be beat, and I saw the loose plank sticking up, and I just threw it.”

“Well, at least we know they have a weakness,” Mr. Cake said. “Let’s just hope we don’t run into many more of-”

Unearthly moans came from outside. It seemed that the scuffle attracted the attention of more of the undead, and now they were converging just outside. Now the Cake Twins were crying, and even Pinkie couldn’t get them to smile and settle down. There was no way the four of them could take them all and protect the young Cake Twins.

Mr. and Mrs. Cake reached an unspoken agreement. Mrs. Cake handed over her saddlebag full of baby supplies to Twilight and gently kissed the Cake Twins, calming them down. Mr. Cake did the same.

“You be sure to keep them safe, Pinkie,” Mrs. Cake said. “Raise them to be good and proper ponies, you hear?”

“Loud and clear,” Pinkie said. “But shouldn’t you-”

“Promise?”

“Pinkie Promise! Cross my heart and hope to fly, stick a cupcake in my eye!” She even made the appropriate gestures, and even managed to produce a cupcake from nowhere. “But you’re the-”

“Go down to the cellar,” Mr. Cake interrupted. “Take the exit into the alleyway and get somewhere safe.”

Pinkie still didn’t seem to understand what was going on, but she lead Twilight, Spike, Owlowiscious, and the now silent Cake Twins down to the cellar. She unlocked the cellar door, but hesitated before opening it.

“Pinkie, what is it?” Twilight asked.

“What about Mr. and Mrs. Cake?” she said. “We can’t just leave them behind. That wouldn’t be very nice. And what did she mean by raising Pumpkin and Pound? They’re the parents, not me. I mean, sure, I’m always happy to babysit for them, but-”

“Pinkie,” Twilight sighed deeply. She didn’t want to crush her friend’s delusions, but time wasn’t on their side, and the longer her friend held that belief, the harder it would be when she learned the truth.

“Pinkie… Mr. and Mrs. Cake… They’re not coming with us.”

Chapter 3: Losses

“What do you mean they’re not coming?” Pinkie asked. “They wouldn’t leave Pumpkin and Pound. They’re their babies!”

“They know what’s out there,” Twilight said. “They know we can’t fight our way through all of them.”

“But there’s still the alleyway! They could sneak through here with us!”

“Not with all those monsters out there. I don’t know how intelligent those things are, but they know we’re in here. If they can’t find anypony inside, they’ll tear the place apart looking for us.”

“We’d be long gone by then. We can run faster then they can.”

“Not while carrying Pumpkin and Pound,” Twilight said. “I’m sorry it had to come to this Pinkie, but they made their choice.”

“But- but… but… Pumpkin… Pound… They wouldn’t just leave them, would they?” Pinkie Pie was on the verge of tears.

“That’s why they’re doing this. They want them live through this, whatever the cost.”

“No… No, no, no, no no nononononono! Mr. Cake, Mrs. Cake, I can’t let you do this!” She started towards the cellar stairs, but Twilight used her magic to hold her back.

“Let me go! I’ve got to save them!” Tears flowed wildly from Pinkie’s eyes, and Pumpkin and Pound were crying with her.

“There isn’t anything you can do about it!” Twilight insisted. “There’s too many of them.

“I’ve got to do something! Anything!”

“And break your promise?” At that, Pinkie stopped struggling. “You made a Pinkie Promise that you would get the Twins out of here safely. If you go back up there, you’d be putting them in danger. Do you think Mr. and Mrs. Cake would want that?”

“But if I don’t do anything, they’ll die!”

“They knew that when they made their choice. Someday, when you have little foals of your own, you’ll understand.”

Pinkie was torn over this. Mr. and Mrs. Cake were practically parents to her, and she cared about them with all her heart. If anything happened to them-

A soft tug at her mane pulled her out of her thoughts. Pumpkin and Pound were staring at her, their sad little eyes and trembling lips begging for help… her help. They were counting on her. They needed her now more then ever. She made a Pinkie Promise to their parents to keep them safe. And she would never break a Pinkie Promise. Even if she had to fight her way through all the monsters out there on her own, she would keep them safe.

“Alright then,” she said, voice filled with a seriousness her friends had never heard from her before. “Now come on, we can’t stay here much longer.”

With an air of courage and determination, Pinkie went back to the cellar exit into the alleyway. Twilight and Spike were surprised to see her acting this way, but they followed her lead. Even the Cake Twins seemed to draw strength from her.

There were no zomponies in the alleyway. Towards the entrance to Sugarcube Corner, a mass of them fought and clawed their way to the entrance, each one trying to get to Mr. and Mrs. Cake first. Luckily, they were all so focused on that that they didn’t notice Twilight, Spike, Owlowiscious, Pinkie, and Pumpkin and Pound sneak out. Pinkie paused for just a moment to wish the Cakes good luck before going the other way.

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Aside from the howling of the dead from Sugarcube Corner and the crackling of the spreading fire, there wasn’t a sound to be heard in Ponyville. Twilight didn’t want to think about what that meant, instead focusing on getting to Rarity’s Boutique before it was too late. Behind her, Pinkie still carried Pumpkin and Pound, determined to keep them safe from the zomponies. Spike still clung to Twilight’s back, but he didn’t seem nearly as scared as before, though whether it was courage or numbness she couldn‘t tell. Overhead, Owlowiscious flew in a circle, keeping watch for any approaching zomponies.

They arrived to find the windows of the Boutique smashed and the models broken, with ripped and torn pieces of clothing and dresses scattered about. There must have been quite a fight here.

Inside, multiple rotted bodies lay in true death. Observant, Twilight noticed that not all of them were struck in the head.

Apparently, if you did enough damage to the spinal cord or nervous system, whatever magic that animated them would disperse. That was good to know. But there was no sign of Rarity, or Sweetie Belle for that matter. Could they have already fled? Or did the zomponies get them?

She couldn’t afford to think like that. There was just enough light inside for her to see by, so she had Owlowiscious stay outside and warn them if any of the zomponies approached. Pinkie Pie, Spike, and the Cake Twins stayed in the lobby, keeping a careful eye for any signs of danger.

All through the first floor of the Boutique, there were signs of a struggle and a hasty retreat. The more she looked, they more she worried that she was too late. She could still sense that Rarity was alive, but she wasn’t sure she could trust it anymore. When she couldn’t find her one the first floor, she was nearly ready to panic, but there was still the upstairs to check.

There were a few more truly dead bodies upstairs. Twilight made sure to check every room, but her mounting panic only grew each time she found nothing. Finally, she checked the last room, Rarity‘s bedroom.

Nothing but dead bodies.

Was she too late? Did Rarity and Sweetie Belle already leave? Were they killed by the zomponies? Did she miss their bodies somehow? Would she ever see them alive again? Would she ever see them at all? She didn’t know which would be worse, finding them dead or never finding out what happened to them.

She was about to leave when she heard a faint noise. She turned around, but nothing had changed. She heard the sound again, but she couldn’t figure out were it was coming from.

Taking a closer look around, she noticed that the dead bodies were piled in the dead center of the room. Directly above them…

“Rarity? Sweetie Belle? Are you up there?”

There was the sound of hushed voices, then a section of the ceiling was raised and moved. Rarity and Sweetie Belle peeked through, and sighed with relief when they saw it was her. Rarity lowered a retractable ladder and ushered Twilight up.

“Thank goodness you’re both okay,” Twilight said once she was up. “I was so worried when I saw what a mess the place was. It looked like you had quite a struggle on your hooves.”

“We certainly did,” Rarity said, pulling up the ladder and closing the trapdoor. “I don’t know where those things came from, but there sure was a lot of them. How did you know we were up here?”

“A patch of ceiling was faded. Anypony with your eye for detail wouldn‘t have left it that way unless there was something important about it.”

“Well, it’s a good thing you know me so well. But what brings you here, with all those things out there?”

“We need to get out of Ponyville,” Twilight insisted. “Between the fire and the zomponies, we can’t afford to stay here. Do you have your Element with you?”

“Well, I keep it with my earnings in my safe downstairs. Is it really so bad that we need them?”

“I hope not.” In truth, she was pretty sure that they would, but she didn’t want to scare Sweetie Belle anymore then she already was. The poor filly couldn’t stop shacking from fright. She had seen things none of them should have ever had to see, things that would scar her for life.

“Well then, we should best be on our way,” Rarity said. “But tell me, what about the others? Do you know what happened to them?”

“Pinkie and Spike are downstairs keeping watch,” Twilight said, to Rarity’s relief, “And Rainbow Dash should have found

Applejack and Fluttershy by now. We’ll met them at the lake.”

“What about Applebloom?” Sweetie Belle asked. “And Scootaloo? Are they going to be okay?”

“Don’t worry, dear,” Rarity assured her. “Applejack would never let those things touch Applebloom, and I’m sure Scootaloo is doing just fine. You’ll see.”

“And besides, don’t you want to see the Cake Twins?” Twilight asked. “They’re right downstairs with Pinkie Pie.”

“They are?” Sweetie Belle immediately perked up at this, and opened the trap door and rushed downstairs to see the babies. She had been infatuated with them ever since she first saw them, and always saw went to see them whenever she had the chance.

“Thank Celestia they’re okay too,” Rarity said. “But what about Mr. and Mrs. Cake?”

Twilight sighed and looked away, not saying anything for a moment. When she did speak up, her voice was cracking with sadness and regret.

“They didn‘t… At Sugarcube Corner, there was a whole bunch of them… They said to take the cellar and sneak out through the alleyway. They made her Pinkie Promise…

“I see…” Rarity sighed before continuing. “Well, let’s not let their sacrifice be in vain. We better hurry. No time like the present, and all.”

The two mares went downstairs, where Sweetie Belle and Pinkie Pie were busy playing with Pumpkin and Pound. Even Spike had gotten past his fear of the undead and was playing along with them. As much as she wanted to linger and enjoy some time with the Cake Twins, Twilight knew that every second mattered.

“It’s nearly time to get going,” Twilight said. “Rarity, where’s your safe?”

“Just a second,” Rarity responded. “It should be right about- there!”

She was behind the counter, rummaging through the contents of the bottom shelf. She had a look of concentration on her face, and was opening the small safe hidden at the back of the compartment.

“Now, just a twist here, a turn here, push it in a bit, and here we are,” Rarity said, extracting her Element of Generosity from the safe.

“Good, now let’s get moving,” Twilight said. “Hopefully, Rainbow Dash and the others will be there waiting for us.”

“Then what are we waiting for?” Pinkie said, having put Pumpkin and Pound back into the baby carriers. “Let’s get going!”

From outside, Owlowiscious gave an all clear, and Twilight, Rarity, Pinkie Pie, Spike, and Sweetie Belle silently left. The moans of the dead had all but silenced, which made them nervous, but they concentrated on heading towards the lake, outside of town.

When they arrived, Rainbow Dash, Fluttershy, Applejack, Applebloom, and Scootaloo were waiting. Unable to contain their excitement, Twilight and her group rushed to them, embracing each other in relief.

“Thank Celestia you’re all alright!” Twilight said. “Did anything happen? Are any of you hurt?”

“We’re fine, thanks to Rainbow here,” Applejack said. “There were a few mighty close calls, but we got away with nothin’ worse then a bruise or two.”

“Scootaloo! Applebloom!” Sweetie Belle shouted. “You’re okay!”

“Sweetie Belle!” Scootaloo and Applebloom shouted together. Even the tomcoltish Scootaloo was so excited and relived that she joined up in their group hug.

“Well, now what do we do?” Applejack said, after a long moment in which they all just giggled and laughed and hugged, so happy they were to see each other.

“Go to Canterlot,” Twilight said. “The high walls and mountains should keep us safe once we’re inside.”

“Good thinking, Twilight. Those things didn’t seem to be very smart or agile.”

“But how are we going to get there?” Rainbow said. “I mean, Fluttershy and I can just fly there, but what about the rest of you?”

“I… didn’t think about that,” Twilight admitted. “I was just so focused on getting away from those things, I guess I didn’t think it all the way through. Don’t worry, I’ll think of something.”

“You, uhh, might want to hurry up with that,” Rarity said, looking back to Ponyville.

Where the entire undead horde was heading straight toward them.

Bonus Chapter 1: Rainbow Dash's Trials

Rainbow Dash headed back to her cloud house, in a hurry that was unusual even for her. She needed to be at her top speed if she was going to be able to save her friends. But first, her Element of Loyalty. If Twilight said they’d need the Elements of Harmony, then they would need them, alright.

In her cloud house, she quickly found her Element and secured it in her saddlebag. Along with a few other essentials and things she thought they’d need, she left the cloud house, then flew to the outskirts of Ponyville.

Fluttershy would need the most help, Rainbow decided. She was probably scared half to death, with those things on the loose, and would be locked up inside, with her animal friends. Applejack could hold up longer, with the barn to hide in and Big Mac to help her fight those things off.

So she sped off to Fluttershy’s cottage, praying she wouldn’t be too late. The woods were unnaturally quiet, as if all the animals were holding their breath, hiding. Absolute silence, aside from the wind parting before her. It was unnerving.

Finally, she heard sounds of life, or rather, sounds of terror. Animals howling in fright, the harrowing screech of those monsters, pained moans of death… and Fluttershy, terrified.

“Hold on Fluttershy, I‘m coming!” Rainbow yelled, doubling her speed.

Nearing the ground, Rainbow saw a small group of about five of them terrorizing the critters around Fluttershy’s cottage, massacring all the animals unlucky enough to cross their path. Fluttershy was desperately attempting to herd as many of them as she could into the relative safety of her cottage, with limited success.

Anger at the monsters writhing inside her, Rainbow slammed into one of them at top speed, leaving a small crater. Already weakened by rot and decay, the spinal cord of the zompony all but shattered under the force of impact, and it fell, dead as it rightfully should be.

The sound of impact immediately caught Fluttershy’s attention, as well as the remaining four zomponies. They all turned to her, Fluttershy with relief and gratitude, the others without any emotion, only a cold hunger.

“Don’t you dare lay a hoof on her!” Rainbow Dash shouted.

“Thank goodness you’re here!” Fluttershy said, running over to her. “What are those things? Where did they come from? Why are they here?”

“Get inside, Fluttershy,” Rainbow said. “I’ll take care of this.”

Nodding, Fluttershy herded the last remaining stragglers into her cottage, closing the door behind her. All the other animals were either dead, dying, or hiding in the woods. Alone, Rainbow Dash faced off against the four zomponies.

Calling on the skills she learned in her rough teenage years, she quickly flew past the zomponies, then came back around and took their legs out from under them. While they were busy getting up, she jabbed the soft underbellies, twice on each of them. Still, they showed no signs of having felt any of it, and were soon back on their feet.

Undeterred, Rainbow began flying circles around them, corralling them in a tight circle. The snapped at her repeatedly, but she was much too fast for them. After they were squeezed as close together as they could, she body slammed them, sending them tumbling over each other. Then, she flew up high and fetched a cloud, then brought it down on top of them. She bucked it repeatedly, creating lightning bolts that shocked them to the core.

Still, they got back up, unharmed. Now Rainbow was getting nervous. This time, she focused her speed into creating a small tornado, sucking them into it. There was one pegasus pony in the group, but it didn’t seem smart enough to use its wings and fly, thank goodness. With the wind speeds so high inside the funnel, the zomponies were whirled about, crashing into each other more often than not. Finally, after half a minute of letting them collide, she broke the twister and let their momentum fling them into a nearby boulder.

Once again, the four zomponies rose to their feet, as if nothing had happened. Why wouldn’t they stop? That first one fell easily enough, but she couldn’t fly high enough to achieve that kind of speed four times in a row, not after her previous efforts. Think, Rainbow! How else could you do it? What was it about that first attack that beat the first zompony?

And then she remembered. The moment she hit that first zompony, she heard a snap. It was a sound she was all too familiar with, having fallen victim to stunts gone wrong more times than she cared to admit. It was the sound of bones breaking. And since she had landed on the back, it could only mean one thing.

Break the spine.

Summoning the last of her dwindling reserve of energy, Rainbow flew above the four zomponies, then slammed onto the back of one of the zomponies. Once again, she heard the sickening snap of bones breaking at close range, and the zompony finally fell dead. Relieved that she finally found a way to beat these things, she quickly did away with the other three.

Confirming that they were truly dead, Rainbow half-walked, half-stumbled over to the cottage, where Fluttershy rushed over to help. Leaning on her for support, the two ventured inside, Rainbow plopping down on the couch as soon as she could. Around her, the various animals that had survived were looking at her with a mixture of awe, respect, gratefulness, and mild fear.

“Thank Celestia you’re alright,” Fluttershy said. “I just got so worried, when those monster just kept getting up, and I thought you couldn’t stop them.”

“I’d never let those things get their hooves on you,” Rainbow said, managing a small grin between gasps for air. “I’m just glad I got here in time.”

“That you did. I don’t know what I would have done if you hadn’t shown up. But what were those things?”

“Honestly, the only word I can think of to describe them is undead.” Fluttershy grew several shades of yellow paler at that. “I don’t know how they’re here or why they’re attacking, but I do know that we need to get out of here.”

“Leave? But I can’t leave all the animals behind, not with those monsters out there!”

“We don’t have a choice,” Rainbow Dash said. “Those things are all over town, and between them and the fire, we don’t stand a chance if we stay here.”

“But what will they do? How will they survive? Where would they go?”

“You can leave the food out so they can eat, and they should be quick enough to avoid those things if they come again. You can even leave a window or door open so they can come in and out.”

“What about Angel? I can’t just leave him behind, not after all we’ve been through together.”

Before Rainbow could speak up, said rabbit hopped over and made some gestures. While she wasn’t nearly as good with animals as Fluttershy was, the gestures and movements seemed to her to be some kind of reassurance.

“Are you sure you’ll be alright?” Fluttershy asked, and Angel nodded his head several times. “Well, alright then. Just be sure to look after the others. I’ll be back, I promise.”

“We need to get moving,” Rainbow said. “Get your Element and say your farewells, then we’re heading for Sweet Apple Acres.”

“What about Twilight, and Pinkie, and Rarity?”

“Twilight’s okay. She told me to fetch you and Applejack while she helped Pinkie and Rarity. She said to meet at the lake afterwards.”

“I hope they’ll be okay.”

“I know they’ll be. Twilight’s got her magic, and Rarity’s tougher than she looks. As for Pinkie, well, she’s Pinkie. She’s probably got some crazy plan or contraption ready.”

“If you say so.”

After that, Fluttershy left to put the food out, so the animals could get to it any time they needed. She told them to be careful with it, since she didn’t know how long they’d be gone, and gave what little help to the injured animals she could. The wounds were fatal, but at least she could make their final hours as comfortable as possible. Fetching her Element of Kindness from upstairs, she took a moment to say her final goodbyes, then joined Rainbow Dash outside. Together, they flew towards Sweet Apple Acres, where, they hoped, Applejack would be waiting for them, alive and breathing.

==========================================================

When they arrived at the entrance to Sweet Apple Acres, they found evidence of a fight. A good amount of truly dead zomponies lay at various distances from the gate, with bits of apple mush on the ground near their heads. Rainbow Dash had always known that Applejack could hit hard with her hind legs, but to cave in skulls? She made a mental note to never get on her bad side.

However, there was no sign of her, or Big Mac or Applebloom for that matter. There were tracks leading back to the barn, along with an occasional fallen zompony. Rainbow and Fluttershy decided to follow the trail, hoping that their friend was alright.

About halfway to the farmhouse, the two made a horrifying discovery. Granny Apple Smith lay in pieces, half her abdomen missing, and her intestines falling out in sausage-like tendrils. Poor Fluttershy nearly passed out then and there, and it took every ounce of Rainbow’s willpower to not empty her stomach on the spot.

“Just keep moving, Fluttershy,” she said, blocking view of the tragedy from her sensitive friend. “She’s in a better place now.”

“I… I hope so,” Fluttershy said, hanging on to consciousness by a thread.

Together, they continued the rest of the way to the farmhouse, encountering more fallen zomponies along the way. The scene from earlier wasn’t repeated, luckily. Rainbow doubted she could take another sight like that, to say nothing for her friend

Nearing the barn, they heard the unmistakable sounds of the undead. Worried, they flew the rest of the way.

The barn doors were shut tight, and the dead were trying in vain to force their way in. Hoping for the best, the two flew up to look through one of the upper-floor windows. Inside, Applejack, Applebloom, Big Mac and, surprisingly, Scootaloo, were huddled together. Relieved, Rainbow Dash knocked on the window. The group inside flinched, but when they saw who it was, they beckoned her in. Breaking through the window, Rainbow landed in the midst of their group, Fluttershy following soon afterwards.

“Thank goodness you two are alright,” Applejack said. “Ah’ don’t know where those things came from, but they sure ain’t friendly, and there sure is a lot of ‘em.”

“No need to worry about me,” Rainbow said. “I could fly circles around those slowpokes all day!”

“I’m just glad you’re all okay,” Fluttershy said. “After what we saw back there, I was worried they’d gotten to you, too.”

“Nah, we managed to get here alright,” Applejack said. “I just wish I could say ta’ same for Granny.”

“What about Granny?” Applebloom asked. “She’s gonna be alright, ain’t she?”

“... Yeah,” Applejack said, taking just a second too long to be convincing. “She’ll be alrighty, I reckon.

“Anyways,” Rainbow said, eager to change the subject, “How did you all end up holed up in here in the first place?”

“Well,” Applejack started, “Me and Applebloom here were just about ready to hit the sack, then Winona started barking up something fierce. Ah’ went down to check what was going on, and ah’ noticed a thick cloud of smoke coming from Ponyville. Me and Big Mac were going to go investigate when Scootaloo comes a ‘running, with a bunch of those things on her tail. We managed to stop those first few before they got to the gate, but the ruckus just kept drawing more of them, ‘til eventually we had to run for it. Lucky those things ain’t smart enough to open the doors, so we just had to push a few crates in the way to keep ‘em from breaking in, but now we’re stuck in here ‘til those things leave, and something tells me they ain’t leaving any time soon.”

“Well, we can’t just stay here. Twilight and the others will be waiting for us at the lake.”

“Then how do you suppose we get past those things? You and Fluttershy might be able to fly right over ‘em, but the rest of us are stuck here on the ground.”

That was something Rainbow couldn’t get around. And with the large numbers waiting outside, they couldn’t hope to make a run for it. For a moment, she thought about taking them all on herself, but she quickly dismissed the thought. Five of them were almost too much for her, and even if she now knew the secret for bringing them down, there was no way she’d be able to get away with attacking the dozens of zomponies outside.

On the other hand, who said that she needed to dispose of them?

“Got it!” Rainbow exclaimed, startling the others, who had lapsed into silence. “I just lead as many of them as I can away from here, then the rest of you can sneak out when the coast is clear!”

“You sure about that, sugarcube?” Applejack asked. “If those things catch up to ya, it ain’t gonna be pretty.”

“What, those slowpokes? I could outrun them in my sleep.”

“Ah’ ain’t kiddin’ around here, Rainbow. Those things are downright dangerous. There ain’t nothing that’s gonna stop them from getting ya if you get hurt out there.”

“Well, somepony has to do something, or you’ll be stuck here forever.”

“Ah’m just saying you need to be careful out there. Ah’ don’t want you getting hurt, or worse.”

“Don’t worry about me,” Rainbow assured her. “Just be sure to be careful yourselves. Oh, and Twilight said to bring our Elements as well.”

“The Elements?” Applejack said. “Well, alrighty then. The house should be pretty much clear, what with those things drawing each other here with their noise. That is, if you think you can really draw them away.”

“You know me,” Rainbow said, already flying out the window. “I always know how to draw a crowd!”

“That‘s what I‘m worried about,” Applejack said under her breath.

Outside, Rainbow got another good look at the crowd of zomponies. They kept banging at the doors, paying no mind to each other or anything around them. Now, how to get their attention…

“Hey, slime for brains,” she shouted, “Over here!”

That got some of their attention, but there were still too many pounding at the barn. She needed to do something more, something that would be sure to get their attention. Hatching an idea, she quickly flew up to the sky and retrieved a thundercloud, then brought it down and gave it a good buck. The resulting thunderclap got them all shuffling after her.

“Try and keep up,” she said, flying off. She had to make a conscious effort to go slowly, keeping them in sight and occasionally stopping to allow them to catch up a bit so they would stay interested in her. Finally, after leading them a good distance away from the others, Rainbow sped off back to the barn. She found that they had already left, and went to their house, where Fluttershy, Scootaloo, and Applebloom were waiting outside.

“Rainbow Dash, you’re back!” Scootaloo said, hopping with joy. “I knew you’d make it!”

“Was there ever any doubt?” Rainbow asked sarcastically.

“Applejack and Big Mac are inside,” Fluttershy said. “I think they’re fetching a few things they want to bring with them, so they can remember Sweet Apple Acres.”

“It’s cool, so long as they don’t take too long. I lead those things a good ways away, so we should have some time.”

After a couple of minutes, AJ and Big Macintosh emerged, carrying saddlebags filled with mementos. Applejack had her signature lasso at the ready, though Rainbow doubted it would be of much use if it came to a fight with those things.

“All set?” Rainbow asked.

“Just a moment,” Applejack said. “Ah’ never thought I’d see the day the Apple Family would have to leave Sweet Apple Acres.”

“Don’t feel bad about it,” Fluttershy said, comforting her friend. “I’m sure you’ll be back someday.”

“Ah hope so. It won’t be the same, though. I don’t think anything will ever be the same.”

There was nothing anyone could say to that, so instead they went towards the gate. Their route didn’t take them close to Granny Smith’s remains, for which all the grown ponies were grateful. The whole experience was going to be traumatic enough for the young fillies without having to see what had happened to her.

The sight waiting for them on exiting Sweet Apple Acres wasn’t pleasant. Almost all of Ponyville was aflame at this point. Many buildings had collapsed, the town hall at the center among them. The market area was fully engulfed. But most disturbingly of all, aside from the faint crackling of the fire in the distance, there wasn’t a single sound to be heard.

They didn’t know how long they stared at the flames. Applejack was the first to break out of the trance. “Enough gawking, y’all, let’s keep moving. Twilight said she’d be waiting at the lake.”

The path to the lake was uneventful, if uneasy. It seemed that the majority of the undead were in Ponyville proper, with only the occasional group of stragglers wandering elsewhere. They should be safe here if they didn’t attract too much attention.

Whether it be fate or ill luck, however, they soon heard faint moans from the direction they came from. The horde from Sweet Apple Acres had followed them all this way. The sound they were making would inevitably draw more of their ilk. If they didn’t take care of it soon, they would be overwhelmed.

“Fluttershy, you go find Twilight and the others,” Rainbow said, thinking fast. “Tell them the lake isn’t safe, and to stay put until we come and get them. I’ll see if I can lead a few of those things away.”

“Nope,” Big Mac said, blocking her with a hoof. “Not this time. I’m done running.”

“What’chu talkin’ ‘bout, Big Mac?” Applebloom asked.

“These things have caused a lot of pain, and they’re only going to cause more. Running away isn’t going to work forever. Way I see it, only way to stop them is to get rid of ‘em.”

“Hold on, now,” Applejack interjected. “If you’re going for a ruckus, then I’m going too!”

“You’ve got more important things to worry ‘bout. Celestia’s going to need you and your friends to put an end to this, and little Applebloom needs her big sis at ‘er side.”

“But-”

“No but’s, missie,” Big Mac interrupted. “There are some thing’s a pony’s gotta do on their own.”

AJ was going to continue, but she stood down when she saw the fire in her brother’s eyes. It brokered no argument, would stand no disagreement. This wasn’t about just him. He was doing this for Granny Smith, Applebloom, for her and her friends, and all the ponies in Ponyville who suffered or died because of those monsters. There wasn’t a force in the world that could talk him out of it at this point.

“You do what you have to do, then,” Applejack relented. “Show them what the Apple Family can do when the going gets tough.”

“Eeeyup,” Mac said, already walking to face off the undead horde.

“Where’s he going?” Applebloom asked once her brother was a good distance away.

“He’s going to meet with Granny, Applebloom,” Applejack answered, holding back the emotional turmoil she felt inside.

It was only 15 minutes until the rest of their friends arrived to meet them. And only two more when the horde from Ponyville started shambling their way.

Chapter 5: Recovery

“... almost drawn too deep... fortunate to arrive when we did...”

“... could take anywhere up to a month to recover, even with transfusions...”

“... attacks are increasing... move them to bigger cities...”

“... initial waves were easy to repel... unable to fly, which is good...”

“Hush now, I think she’s waking up.”

She felt like she drank too much spiced cider, and her limbs felt like lead. Nonetheless, Twilight managed to pry her eyes open. At first she had to squint, but her friend’s faces slowly faded into view.

“Oh good, you are awake,” Fluttershy said. “We’ve all been so worried for you.”

“Thank heavens you’re alright, darling,” Rarity said. “You gave us quite the shock when you passed out right in front of everyone. Poor Spike was worried sick, especially when we found out you were using your lifeforce back there.”

“Sorry to make you all worry like that,” Twilight apologized. “I wanted to make sure the rest of you would be safe. Especially you, Spike.”

“I’m just glad you’re okay now,” Spike said, hugging her. “Don’t make me worry like that again.”

“I’ll try not to.”

“It’s rare to see a pony recover so quickly after what you’ve been through,” Princess Celestia said, entering the room. “I’d thought that you would remain in a coma for a good while longer. It seems my worries were unfounded.”

“Princess!” Twilight tried to get up to bow, but her head started pounding like a jackhammer, and she fell back down on her bed.

“Take it easy, Twilight,” Celestia said. “You’ve been out for two weeks now. It will take time for your energy to return. Just focus on recovering for now.”

“Two weeks?”

“She’s right,” Rainbow Dash said. “You were in pretty bad shape. It would have been worse of Princess Celestia and Shining hadn’t shown up when they did.”

“Shining Armor is the one you should thank,” Celestia said. “He saw the smoke coming from Ponyville, and was worried, so he had a scout fly over to investigate. When he reported back, Shining insisted on leading a regiment to rescue you.”

“I’ll have to do something special for him,” Twilight said. “Where is he anyways?”

“He’s still leading the defense,” Celestia said, furrowing her brows as she did. “Trixie’s undead started their assault several hours ago.”

“What? Trixie’s here already?”

“Not in the flesh,” Applejack said. “If she was, ah’d deal with her myself for everything she’s done.”

“Finding her is currently our top priority,” Celestia explained, “But it’s been increasingly difficult as of late. Many towns and cities across Equestria have fallen under siege. With the Guard stretched thin across our lands, we’ve had to evacuate many smaller towns to major population centers, where they can be more easily defended. The loss and conversion rate from the initial attacks were... near total.”

Near total? The thought was almost too much to bear. How many ponies have died? How many have watched as their friends and loved ones were torn apart, only to be raised to repeat the carnage? How many ponies were attacked by ponies they once knew? How many foals could only watch as their family died? How many mothers lost their children to the undead? How many would have to move on after watching their entire life violently torn away from them?

Trixie had moved far beyond misguided revenge. This was full-on madness. Not Nightmare Moon, not Queen Chrysalis, not even Discord have ever killed, and certainly not on such a massive scale.

“There is only one punishment for ponies such as her,” Twilight said, not realizing she had spoke aloud.

“And it will be delivered,” Celestia said. “I will do it myself. There will be nothing left of her.”

Hate. That was all there was in her mentor’s voice. Pure, unending hatred. It was completely alien to the Princess. She was angry at Discord when he stole the Elements of Harmony. She was furious at Chrysalis when she revealed herself and her plan to rule Equestria. But hate? Not once in Twilight’s entire life had she noticed even a hint of it in Celestia. And with the power of the sun at her command... it was too frightening to think about.

But as quickly as it came, it was replaced with her usual motherlike demeanor. “But now is not the time to think of such things. You should rest now, Twilight. After the ordeal you and your friends went through, it will be some time before you are well enough to leave.”

With that, Princess Celestia took her leave, likely returning to her throne room to organize the military. Twilight was already tired, despite only having just woken up. Spotting this, Rarity led the rest of her friends away, saying she’d need some quiet. Spike, however, stayed right at her side.

“It’s so good to see you awake again,” he said. “It was bad enough losing Owlowiscious. I don’t want to lose you too.”

“Don’t worry, I’m not going anywhere.”

The two of them simply embraced each other for a good while, happy just to be together. Despite everything that had happened, they were alive. The two of them were practically brother and sister. They would stick together through thick in thin.

Then sleep finally claimed Twilight, and, for once, no nightmares awaited her.

==========================================================

She was famished.

Twilight’s empty stomach eventually woke her up, growling loud enough to be heard across the room. This also woke up Spike, who was sound asleep on the bed next to her. Waking up, the first thing he did was hop over to Twilight’s bed.

“Sounds like you’re hungry,” he said. “Almost thought that was an earthquake.”

“Didn’t mean to wake you up,” Twilight responded. “But yeah, I could probably use something to eat. Feels like I could eat an entire buffet.

“Gotcha, I’ll get you something to eat.”

Spike left, heading out to the kitchen. They had been together for nearly as long as she could remember. He was a faithful friend to be sure, possibly even matching Rainbow Dash in terms of loyalty.

Soon after Spike left, she heard the clank of armor coming from outside. From the door emerged her dear brother, Shining Armor. He wore the same armor as before, but it had seen lots of use recently. Still, the sight of her BBBFF filled her with joy. Shining rushed over, smiling.

“Twilight, so good to see you doing well!” he said. “I made sure to come over as soon as I heard you finally woke up.”

“Thank you so much, big brother,” Twilight said, hugging him. “Princess Celestia told me you were the one who found out what was happening in Ponyville.”

“You could see the smoke from a mile away. I couldn’t just let my little sister get hurt now, could I?”

“I suppose not. I’ll have to make it up to you somehow when I get better.”

“No need, Twily. That’s what big brothers are for.”

“Nonsense! You saved me and my friends back there. I have to do something.”

“If you say so. I just wish I could stay here with you longer.”

“Right, you’re still needed to lead the defense.”

“I won’t lie, Twily,” Shining said, frowning slightly. “Things aren’t looking as good as they could be. We’re under constant attack from the undead. We’ve got the superior position, and they can’t use magic or fly, but their numbers are nearly overwhelming, and they aren’t letting up. They’ve got us on the defensive. We’ve had to start sleeping in shifts.”

“I just... It’s still hard for me to believe it,” Twilight admitted. “Pinkie Pie was having one of her parties before all this started. I want to believe that this is all just some bad dream, but...”

“I know how you feel. I’ve already lost a lot of good men defending Canterlot. We have to burn their bodies, or they just become one of those things.”

“What could have drove Trixie to do this? I mean, revenge is one thing, but this is murder on a massive scale. How could she do this?”

“It’s better not to think about it. We’ve got some of our best trackers constantly looking for her. If we can deal with her, all this will be over.”

“I hope it’s over soon. I can’t imagine how many ponies are suffering because of her.”

“Too many. But you need to focus on the bright side. We’ve got most of the population moved to more defensible positions. After the initial chaos, we’ve managed to keep casualties to a minimum. And plenty of ponies have volunteered to help defend the cities and look for Trixie.”

“I wish I could help out. It doesn’t feel right, being stuck in bed while everypony else is doing their part.”

“You can help by focusing on your recovery. Knowing you’re safe is a weight off my mind.”

“Alright.”

“Am I interrupting something?” Spike asked, pushing along a cart from the kitchen. “I can wait outside of you two want to be alone.”

“Come on in, Spike,” Twilight said. “We were just talking. Whatever you brought, it smells delicious.”

“Sunflower sandwich with fruit salad and apple juice. I remember it being your favorite before we moved to Ponyville.”

“Thank you. Did you get yourself something to eat? I wouldn’t want you to go hungry.”

“Nah, I’m fine. Princess Celestia’s been letting me have a few gems from the treasury.”

“If you say so.”

“I really need to get going now,” Shining Armor said. “Wish I could stay longer, but somepony needs to lead the defense.”

“Okay... just be careful, alright?” Twilight said. “Don’t push yourself too hard. I’ll be waiting for you to visit again.”

“Don’t worry about me. I’ll be sure to come again soon.”

With a final hug, Shining reluctantly left, glancing back on the way out the door. Twilight was still worried for him. Trixie’s undead had already proved themselves deadly, having killed dozens, hundreds, maybe even thousands of ponies. Her brother was stronger than most ponies, even within the Guard, but he was still mortal. He was not infallible. He could hurt. He could get killed. And even worse, if he did get killed, they’d have to burn him, or else he’d become one of the very monsters he fought against. She wasn’t sure which was worse.

“Don’t worry about him so much,” Spike said, practically reading her mind. “He’s not going to throw his life away or anything. He wouldn’t make you worry like that.

“Thanks, Spike,” she said in response. “It’s just hard not to, after everything I’ve seen.”

“I know. But Shining and the rest of the Guard know what they're doing. They've got all their training, and you've seen what they can do to a crowd of those things.”

“I guess you’re right. He’s not the type to throw his life away.”

Still, she couldn’t help but to worry for him. One lapse of judgment could be the end of her BBBFF. Wanting to get her mind off it, she decided to follow his advice and focus on getting better. At least then she could help him out. But first, she needed to eat.

Author's Note

The next few chapters are going to be dialogue heavy, focusing more on character development and build-up. Eventually, there will be more action, but it's important to show how the characters react to everything that's going on, Twilight and Spike (being the main characters) especially.

Oh, and friendshipping.

Chapter 4: The Great and Powerful Necromancer

“Stay calm, girls,” Twilight insisted, despite how scared she was inside. “Just stick together, and we can make it through this.”

“There’s so many of them...” Fluttershy squeaked.

“Listen, Rainbow,” Applejack said. “If things start to get rough, I want you and Flutters to take Applebloom and her friends to Canterlot. Make sure somepony back there takes good care of them.”

“What, and just abandon the rest of you? Not a chance!” Rainbow responded. “No way I’m letting you face those things on your own!”

“This isn’t about us!” Rarity countered. “Come right back here after if you must, but make sure Sweetie and the others make it through this, no matter what. Pinkie Promise!”

“... Pinkie Promise. But I’m coming right back the second they’re safe!”

The six of them assumed a protective position around the young fillies. Pinkie Pie set down the Cake Twins next to them, giving them both lollipops to keep them quiet. She wished she could do more for them, but even she couldn’t see another way out of this. She’d make sure Dashie and Flutters took them to Canterlot along with the fillies, muttering an apology to Mr. and Mrs. Cake that she couldn’t keep her promise.

“Looks like this might be it, girls,” Twilight said. “I just wanted to say thanks. For being my friends.”

“Of course, Twilight,” Rarity said. “And thank you for being ours.”

The undead horde was slowly surrounding them, leaving little chance of escape. At this point, their constant moaning was nearly deafening. Twilight was warming up her horn for a barrier spell, not knowing how long it would hold under constant attack. Applejack had her signature lasso at the ready, just waiting for one of them to get too close. Rainbow was flexing her wings, readying herself for a fight and, if necessary, to carry the fillies and Cake Twins all the way to Canterlot. Faced with almost certain death, Fluttershy was surprised at how little fear she felt. She would fight for her pony friends and animal friends. Whatever will happen, will happen.

They stopped.

Almost like a single being, the zomponies ceased their movement. Their moans fell silent, like they had all been rendered mute in a single instant.

None of the (living) ponies knew what to make of this development. Did they run out of energy? Did the source of their reanimation run out? Did something commanded them to stop?

Before any of them could voice their confusion, a booming voice emanated from the horde. “Well, looks like I finally have you cornered. You lead me on quite the chase, but it ends here.”

The voice was familiar to all of them, but it was different from the one they remembered. It was... hollow. Empty. Sure, it was loud, but it sounded like something was missing from it. Only Twilight knew who it was, having heard the voice many times in her nightmares.

Sure enough, some of the zomponies parted to reveal their master. The figure was slightly skinnier than the one they remembered, and her mane was an absolute mess. More startling, however, were her eyes. Her eyes used to be a light purple. Not anymore. They were now a deep, sickly, green. Even still, there was no mistaking her distinctive cape and cowl.

“Trixie,” Twilight said, her voice venomous enough to stop a manticore in it’s tracks.

“Twilight Sparkle,” Trixie replied. “I have to admit, you are a slippery one. I thought I had you at the candy house, but there was nothing but those two worthless bakers.”

“Worthless bakers?” Pinkie Pie said, her mane and tail deflating as she walked towards Trixie. “WORTHLESS BAKERS! Don’t you call them worthless bakers! Their names were Carrot Cake and Cup Cake! They had two wonderful foals named Pumpkin and Pound Cake! And they were my friends!”

“So what? The Great and Powerful Trixie does not concern herself about commoners.”

“WHAT!? I ought to-”

“Pinkie, calm down!” Twilight shouted, with Rainbow and Applejack both having to pull her back. “She’s got us outnumbered here. We need to be careful.”

“You’re right to be afraid,” Trixie said. “The Great and Powerful Trixie does not intend to be defeated this time. No, this time, it will be you that falls before me!”

“Is that what this is all about? You’re still angry about the Ursa incident? Trixie, do you even know how many ponies here DIED because of you?”

“Oh, I know. I know better than you might think. For I am no mere conjurer of cheap tricks. No, I’ve moved far beyond that. For you see, The Great and Powerful Trixie has discovered the secrets of necromancy!”

“WHAT!?” Though she knew that had to be the case, to hear her admit it so proudly was appalling. “Necromancy has been forbidden for thousands of years! It’s an insult to life, it’s disrespectful to the dead, it’s-”

“Spare me your inane babble. Trixie has risen beyond such petty concerns. I did not come here to listen to listen to you anyways. I came here to challenge you, Twilight, to a duel!”

“Forget it, Trixie! After everything that you’ve done, what’s to keep us from banishing you with the Elements of Harmony and putting an end to this?”

“Oh, go ahead, blast me with your ‘friendship’. But Trixie brought along a few guests to witness the occasion, and it would be a shame if anything were to happen to them.”

At this, some of the zomponies parted to reveal a small crowd of survivors, huddled together for safety. There was Cheerilee, and a few of her students cowering near her. Ditzy Doo was there, holding her daughter Dinky close and constantly cooing reassurances. Lyra looked despondent, while Bon Bon was nowhere to be seen. Even Big Mac was there, unconscious, but still breathing.

“Trixie isn’t an idiot,” Trixie said. “I thought you might try to threaten me with that, so I brought along some insurance. Use the Elements if you want... but they will die if you do so.”

To reinforce her point, three of the zomponies from the crowd advanced towards the survivors, eliciting small yelps of terror from the younglings. Ditzy gave a death glare to the one closest to her and Dinky, but a slight quiver of her wings betrayed her fear.

As much as they wanted to believe otherwise, Twilight and her friends knew that Trixie wasn’t bluffing. She had already killed dozens of other ponies in Ponyville just looking for them. In her madness, their lives were nothing. She wouldn’t give a second thought if the six of them tried to use the Elements of Harmony on her.

“Fine,” Twilight agreed. “I’ll do it, IF you don’t hurt my friends.”

“Trixie got what she wanted. They are yours to deal with now.”

The last few zomponies separating them parted, allowing the survivors to run over to them. Cheerilee and the school ponies joined the CMC in the center, while Lyra and Ditzy carried the unconscious Big Mac over. Applejack and Applebloom helped them out making sure he wasn’t badly hurt. There were numerous bruises and a few scratches, but nothing looked particularly worrisome. A few bandages made from torn-off strips from their saddlebags took care of the scratches, though there was still risk of infection, especially with all the flies, maggots, and rot on the zomponies. Still, he should be good until they got to Canterlot, where the doctors could take a better look.

The rest of the horde cleared out to allow room for the duel. Both unicorns took their places opposite each other. Twilight felt nervous, though she managed to hide it for the sake of her friends. Reanimating and controlling all those zomponies should take quite a bit of magical strength, but Trixie didn’t appear to be tired at all. Still, Twilight knew she had to win here. After all the pain she had caused, all the lives she took, Trixie had to go down, here and now.

Trixie made the first move, casting a standard telekinesis spell that Twilight easily blocked. That was clearly a warm-up, though. Trixie proceeded with a telekinetic barrage, intending to keep her on the defensive. Twilight alternatively blocked and dodged them, making sure none of them went towards her friends. Knowing she had to take the offensive, she cast a fire spell, then an ice spell, varying her attacks and approaches in an attempt to get her off guard. Trixie managed to keep her guard up, though she had to work for it.

Then she started using her necromancy. Sickly green bolts of magic headed her way. A quick analysis of the spell revealed that they were plague bolts, meant to cripple her with sickness. Even a glancing blow would take her out of the fight. Twilight had to work hard to keep them from striking her or her friends, and Trixie, seeing this, positioned herself so that any stray shots would land in the middle of them. Aside from an occasional counter whenever there was a slight lull in between bolts, Twilight was left on the defensive, and Trixie didn’t seem to be letting up.

There was a tremble underneath her. Right as Twilight took a look, multiple hooves shot out of the ground, trying to grab her. She did her best, but one of them got hold of her tail, yanking her to the ground and breaking her concentration, right as Trixie sent a pale black bolt of magic straight for her...

There was a loud hoot, and an explosion of feathers. When she opened her eyes, Twilight saw Owlowiscious, squirming as more feathers fell off. She cradled him, tears falling as she tried using magic to heal him, but it was no use. Eyes half-closed, he looked at her and gave a final, weak hoot before breathing his last.

Somehow, his death hit her harder than nearly everything else that happened that day. She still remembered when she first met him, inviting him inside during a cold night. She remembered when he helped her find and save Spike when he ran away, even after he had tried to frame him. All the times they had spent in the park, playing with her friends and their pets. After all the happy days they spent together, this was it. He was gone.

“Such a shame,” Trixie said. “That owl should have just flown away when it could. Trixie wouldn’t have even noticed it if it didn’t get in the way.”

“His name was Owlowiscious,” Twilight said, loathing her now more than ever.

“Oh, so you gave it a name. How cute. In any event, all the owl did was delay the inevitable. Trixie could simply kill you if she wanted, but let it not be said that The Great and Powerful Trixie doesn’t repay her debts. As loathe as I am to admit it, you stopped the Ursa from doing me in. You will live, for now. However, Trixie is under no such obligations for the rest of them. They die.”

“What! You said you wouldn’t hurt them!”

“Trixie did. Trixie didn’t say she wouldn’t have her army do it for her. Farewell, Twilight Sparkle.”

With that, Trixie left them to their fates. At this point, Twilight was exhausted from her previous efforts, and she doubted she’d be able to cast more than a spell or two before she passed out or had to start drawing on her lifeforce. Still, if it meant saving her friends, she would gladly pay that price.

First off was the barrier spell she had planned on using before Trixie showed up. Twilight used the last of her magical reserves on this, hoping to put off using her lifeforce unless it was really needed. She held no doubt that it would come to that, but the longer she held out, the better a chance her friends would make it out alive.

The first zompony that got close enough was wrapped up by Applejack’s lasso. Pulling it in, she finished it off by stomping on its head, then untangling her lasso and looking for a new victim.

Rainbow Dash put her speed to good use, focusing on one zompony at a time, then slamming onto its back and making sure it was really dead before finding a new target. Still, Twilight could tell she was holding back, saving her energy in case she had to carry the Cake Twins or any of the school children to safety in Canterlot. With the sudden addition of Cheerilee’s students, however, she might not be able to get them all to Canterlot.

Rarity was surprisingly effective, taking a few gems she had brought with her and shooting them into the heads of the multiple zomponies at a time before telekinetically pulling them back to aim for a new set of targets. Given how dense and hard the gems were, they had little trouble piercing the rotted skulls. Under normal circumstances, she would never even consider using the gems like that, but this hardly what they would call normal.

Pinkie Pie was proving to be deadly against the zomponies, using fireworks, firecrackers, party favors, and her signature Party Cannon to disorientate or deanimate groups of zomponies at a time. When one of them got too close, she shoved a hoof full of firecrackers down it’s throat, pulverizing it’s insides. She then shoved two fireworks into it before throwing back to the horde, causing an explosion that took out four other zomponies with bits of bone and plastic acting as shrapnel.

Fluttershy, of all ponies, was doing quite well all on her own. Fueled with desire to protect her friends, she kept snapping the necks of any unlucky zompony she could. This came as a major surprise, considering how timid and easily frightened she normally was. Then again, this was the pony that stared down a dragon because it hurt her friends. After she was to terrified to face it even with their full emotional support.

Still, the zomponies kept on coming, climbing over the bodies of their fallen in their mindless desire to kill them. Sooner than she would have liked, Twilight had to start using her lifeforce, first reinforcing her barrier, then casting a telekinetic burst to push a large group of them away. Lacking any other materials, she then took to using the bones of the dead as makeshift spears and arrows, piercing the skulls of zomponies until they broke.

There were simply too many of them. They kept slamming themselves against her barrier, requiring her to to drop her attacks and reinforce it. She was beginning to feel weak, and her friends were showing signs of fatigue. Rainbow Dash and Fluttershy were getting ready to fly the younglings to Canterlot. Lowering her barrier, she prepared a final spell, intending to take out as many zomponies as she could to clear a path for her friends to escape.

It was about then that she heard what was, at the time, the most beautiful sound she ever heard. War horns sounded behind her, and she saw an entire regiment of the Canterlot Royal Guard heading their way. Leading them were none other than her brother, Shining Armor, and Princess Celestia, in full battle armor that reminded her of Nightmare Moon’s attire, golden and shining like the sun itself.

First was a barrage of arrows, pelting the zomponies and taking down nearly a third of them. Her brother then lead a charge straight into the middle of the horde, knocking down any zomponies in their path to be either trampled to bits or run through with spears and lances. Princess Celestia, however, showed just how strong she was, burning her opponents from the inside, or, when they were in large enough groups, sealing them in a barrier before setting the air inside on fire. In either case, there was naught but ash left of them.

It was only a matter of minutes before nearly the entire horde was destroyed. The few remaining stragglers were easily dealt with by headshots. Shining Armor and Princess Celestia both approached the groups of survivors, while other guards readied chariots for them.

Twilight couldn’t help herself. She rushed over to her brother, hugging him nearly tight enough to cut off airflow. She then did the same with Princess Celestia, smiling like a maniac the whole time.

Then her previous efforts caught up to her, and her world slowly faded to black.