Ponisprite

Chapters

Part 1
Part 2
Part 4
Part 5
Part 6
Part 7
Part 8
Part 3

Part 1

Ponisprite

By: StarswordIsCool

"Come on, Twilight, you can do it!" Spike said encouragingly.

It was a bright and sunny afternoon in Ponyville, and everypony was out enjoying weather. Spike and Twilight were in the town park, about to practice a new teleportation spell that Twilight had been studying. With it, she would be able to travel further distances then she ever had before through teleporting. Today, she was going to attempt to teleport all the way to Canterlot, and then back to Ponyville.

"Okay, Spike. Here I go," said Twilight. She closed her eyes and concentrated as hard as she could. She concentrated on the image of the place in Canterlot where she wanted to appear. Her horn began to glow a purple light. Spike watched as twilight's horn powered up with the spell, the light growing bigger and brighter by the second.

Suddenly, he noticed something buzzing around down by Twilight's hooves. A small round creature with fairy wings and large green eyes. He quickly recognized the tiny fuzzy ball as a parasprite.

Oh no! he thought. His eyes grew wide, remembering first hand how much trouble those little pests could be. "Uh… Twilight…"

"Quiet, Spike," said Twilight as she focused on the spell. "For this to work, I need absolute concentration."

"But Twilight, you really need to…"

Spike was cut short as Twilight finished the spell and, in a blinding flash of light, disappeared into thin air.

The little purple dragon was blinded for a few seconds from the bright light. He rubbed his eyes and blinked them a couple times and then looked again. Twilight was gone. She had teleported, and he hoped successfully to Canterlot.

He then looked around for the parasprite he had seen, but he didn't see it anymore. He realized it must have flown away, hopefully to the Everfree forest. He hoped it wouldn't come back. Parasprite infestations were a pain to get rid of, even with the aid of music, which parasprites couldn't resist. If just one stayed behind, it would start multiplying again and soon they would be everywhere, eating everything in sight.

I'll warn Twilight about it when she gets back, he told himself.

xxxxxxxxxx

Twilight emerged in a flash of light. She swayed a little, both mentally and physically exhausted, as well as dizzy and a little nauseous from the strain of teleporting.

She looked around her at her surroundings. She saw rows and rows of books all around her. She smiled as she realized she was exactly where she had wanted to teleport to. Inside the Canterlot library, in the Star Swirl the Bearded section.

"Excellent! The spell worked perfectly," she said excitedly to herself. "Now I'll just rest for a minute or two and then teleport back."

While she waited, she took the time to look around her old library, which she hadn't been to in a long while. She like being back in its familiar walls, and was happy to see that it hadn't changed much since she'd been gone.

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Back in Ponyville, Spike was pacing back and forth, waiting for twilight to reappear. He kept glancing at the pocket watch he had been carrying.

Five minutes, he thought to himself. Where is she? I hope nothing went wrong.

Two seconds later, there was another flash of light several yards away, and Twilight Sparkle reappeared.

"Twilight!" shouted Spike happily as he hurried over to her. "I guess it worked."

"Yeah, Spike," said Twilight, a bit dizzy again, but proud of herself that she had accomplished yet another advanced spell.

Then Spike remembered. "Oh, by the way, Twilight, I was trying to tell you something earlier while you were teleporting. I saw a parasprite."

Twilight's eyes widened. "A parasprite! That isn't good." She remembered all too well the last time parasprites got into town. "Where is it now?"

"It flew away," said Spike.

"Well, we better warn the whole town to be on the look out for them, just in case. We don't want another infestation."

She gently tossed Spike onto her back with her head, and then reared up and galloped into town.

Part 2

The next morning, Twilight woke up to the morning sunlight streaming in through her bedroom window, feeling its warmth on her face. She sat up in bed and rubbed her eyes with her hooves to get the rest of the sleepyness out. She looked down at Spike's small bed sitting in front of her bed to find it empty. The little dragon was probably busy doing his morning chores, she guessed. Suddenly, her nose picked up the scent of cooked breakfast coming from down stairs. Her stomach growled and she became aware of how hungry she was. She got out of bed and, after brushing her mane and tail, headed down stairs.

She found Spike walking out of the kitchen with their breakfast. Two plates of hot pancakes with a glass of orange juice each. Her mouth watered as she realized that was what she had been smelling. Spike set their breakfast down on the table and climbed into one of the chairs.

"Mm, Spike," said Twilight as she walked up to the table and sat down in the other chair. "Breakfast looks good. I'm starving!"

"You're welcome," said the baby dragon with a smile.

Twilight used her magic to levitate her knife and cut up her pancakes with it. When she took her first bite, Twilight thought that these were the best pancakes she had ever had.

"Oh, Spike, these are delicious!" said Twilight has she hurriedly took another bite.

Spike looked at her odd. "They're the same recipe I always use."

Twilight didn't appear to hear him as she shoveled the pancakes into her mouth. She hardly chewed at all as the pancakes were so warm and moist and sweet. She just couldn't get enough.

Her plate was clean in less than a minute. Spike stared at her and her empty plate wide eyed as she was gulping down her orange juice.

"Wow! I guess you were really hungry!" exclaimed Spike.

Just then Twilight's stomach growled again. "Still am," said the unicorn as she brought her hoof to her stomach.

Spike blinked in disbelief. "But… you just had three pancakes!"

"What can I say? I'm still a little peckish," Twilight shrugged.

She got up from the table and walked into the kitchen. "Maybe I'll just have a little something more before going out today," she told herself. She searched through the cupboards and cabinets, looking for something else to eat. She soon found a box of crackers. "Perfect."

She opened up the box and used her magic to levitate it above her head and then poured its contents into her mouth.

She chewed up the crackers and then swallowed. Still not satisfied, Twilight kept looking through the cupboards, grabbing anything eatable she could find and tossing it into her mouth. She gobbled up three apples, chugged down the rest of the orange juice as well as a carton of milk, poured a bag of potato chips into her mouth, and finally, inhaled an entire loaf of bread.

Just then, Spike, having just finished his own breakfast, walked in with his dirty plate and glass. He almost dropped the dish and cup at what he saw. All the food cupboards and cabnets were open and much of the food inside was missing. He looked at Twilight as she was finishing the loaf of bread. Had she really eaten all that? He thought.

After finishing the bread, Twilight was no longer hungry. She closed her eyes and sighed with contentment. "Well, see ya, Spike," she said cheerfully as she walked past Spike out of the kitchen towards the front door. "I have to go to Applejack's and help her harvest apples today."

Spike heard the front door open and shut as Twilight left their home. Spike looked around him at the kitchen, still surprised at how much Twilight had eaten. The dragon sighed. "Guess I better go grocery shopping," he muttered to himself as he went to grab some money.

It was another beautiful day as Twilight walked to Sweet Apple Acers. A perfect day for outside work. When Twilight got to the Apple family's farm, she was greeted by Applejack and was surprised to see Rainbow Dash there as well. The blue pegasus, however, didn't look very happy.

"Hiya, Twilight," said Applejack.

"Hi Applejack," said Twilight as she walked up to her friends. "Hi Rainbow Dash. I'm surprised to see you here."

Rainbow Dash gave an annoyed snort. Applejack grinned evilly. "Well, we were havin' a push up rematch and this time she wasn't allowed to use her wings to cheat. I won, so now she has to help with the work here on the farm for a whole week."

Rainbow Dash grumbled. "The only thing I hate more then loosing is working," she said under her breath.

"Well, Rainbow Dash, you have to uphold your agreements," said Twilight with a smile.

Rainbow Dash scowled and grumbled some more.

"Come on, now. Lets get to work," said Applejack as she flopped on a pair of baskets over her back. "With any luck, we can be done with today's part of the grove by lunch time."

Twilight and Rainbow Dash also put on a pair of baskets and followed the orange Earth pony into the orchard. As they were walking through the orchard, Twilight spotted Applejack's older brother, Big Macintosh, a ways off through the trees, pulling a cart with baskets in it filled with apples. He saw them too and smiled at them before getting back to pulling his cart.

The three mares stopped when they came to another cart sitting in the grove and a group of trees with baskets placed neatly around their bases. Applejack walked up to one of the trees that was filled with apples. She turned around and kicked the tree hard with her powerful hind legs. Like magic, the apples all fell from the branches and landed neatly in the baskets.

"Alright," said Applejack. "Rainbow, you go buck them apple trees to the east of here, and Twilight, you take care of them apple trees west. The baskets are already there."

Twilight and Rainbow Dash walked of in their separate directions. Like Applejack had said, the trees all had baskets near them waiting. Twilight set up several baskets under one of the trees walked up to the trunk. Normally, she would use her unicorn magic to levitate the Apples out of the trees and into the baskets, but today she felt different. She felt stronger, and more energized. She wanted to try it the non-magical way for a change. She turned around and with a small grunt she kicked the tree with her hind legs as hard as she could. To Twilight's pleasant surprise, all the apples fell from their branches and landed perfectly in the baskets.

Twilight was amazed with herself. Wow, she thought to herself. I must be stronger than I thought. She decided to keep bucking without magic for the rest of the day.

Twilight continued bucking the apple trees, watching happily each time as the apples would fall into the baskets. Before she knew it, all the apple trees Applejack had 'assigned' her were bucked clean. She looked at the sun and could tell it was now close to midday. Had time really gone by that quickly? She had thought that at this point she would be exhausted and achy, but she actually hardly felt tired at all. However, she sure felt hungry.

As if to confirm this, her stomach gave a low growl. She looked over at her handy work. All those ripe, fresh apples now bucked and sitting in the baskets. She found herself walking over to one of the baskets. They all looked so juicy and delicious. She glanced around her. No one was around, and she was sure Applejack wouldn't mind if she had just one apple.

She picked up the top apple in the basket with her magic and bit into it. Its moist insides crunched in her mouth, its juices leaking out her lips into her chin fur. It tasted so good and refreshing. She took another bit, and then another. Soon she popped the rest of the apple into her mouth and quickly chewed it up and swallowed.

She wanted more. One apple just wasn't enough. Without thinking, she picked up another apple with her magic and brought it into her mouth, chomping it down with haste. Then she picked up another and chomped it down, and then another. She just couldn't get enough and was soon shoving the apples into her mouth two at a time.

She was about to pull another out of her basket when suddenly an angry voice behind her shouted, "TWILIGHT, WHAT THE HAY ARE YOU DOING?"

Twilight whirled around to find Rainbow Dash standing there, her expression somewhere between anger and shock. Twilight remembered she still had part of a mostly chewed apple in her mouth and then realized what she had just done. She looked back at the basket and saw it was empty. She had eaten the entire basket!

Shocked, she swallowed the bit of apple still in her mouth and then turned back to Rainbow Dash with her head hung low. "I-I'm sorry Rainbow Dash," she sighed. "I don't know what came over me. Please don't tell Applejack. It won't happen again. I promise."

Rainbow Dash's expression turned sympathetic and then she smiled. "Ah, don't sweat it, Twilight. It was only a few apples. To tell you the truth, I've actually been napping whenever Applejacks not looking. You keep my secret, I'll keep yours." She winked at Twilight.

Twilight didn't approve of Rainbow Dash slacking off, but she was relieved that Applejack wouldn't find out about what she had just done. Although she wondered if Rainbow Dash knew just how many apples she had eaten.

"Thank you," she told the blue Pegasus.

Rainbow Dash flew off and Twilight turned back to the apples. She suppressed the urge to eat any more and got to work gathering up the baskets to take them over to the cart.

After many trips back and forth, she got all the apple baskets on the cart. She guessed Applejack and Rainbow Dash were off still working.

She was about to go and find them when out of the corner of her eye she saw Big Macintosh coming down the dirt path towards her, his cart now empty and ready to load with more apples.

The unicorn's eyes suddenly locked on the stallion's big, well toned body. She had always found him to be an attractive stallion, but this was the first time she had ever really 'noticed' him. A strange feeling was going through Twilight's body right then. His sweaty coat shimmering in the sunlight, watching his mussels flex while he pulled the cart. Was she being turn on by him?

She found herself walking over to him.

Big Macintosh smiled at her. "Howdy, Miss Twilight," he greeted cheerfully.

Twilight could smell the stench coming off of Big Macintosh's sweaty body as she got closer to him. A strong, musky, masculine scent. And she found she liked it.

"Hello, Big Macintosh," Twilight said, a bit more seductively then she had intended. She stepped in the path of the red stallion, who stopped in front of her.

"Um… Could you please move, Miss Twilight," asked the stallion politely.

"Oh, sorry," Twilight blushed when she realized she was blocking his path. "I was uh… I just couldn't help but admire what a big, strong, handsome stallion you are," she said as she slowly moved closer to him, her breathing coming in anxious, heavy pants.

"Um… thank you," Big Mac said uncomfortably, beginning to blush.

Without warning, Twilight leaned forward and pressed her lips to Big Macintosh's. The stallion's eyes widened in surprise as Twilight captured him in a passionate kiss. He gasped, but found himself not pulling away. Without knowing why, he closed his eyes and accepted the kiss, not resisting one bit.

After several long seconds, Twilight realized what she was doing with a start and quickly pulled away, breaking the kiss. Big Macintosh and her gasped for air. What was she doing? Why had she just kissed him? "S-Sorry. I-I'm not sure why I just did that," she said, her face turning red with embarrassment.

"That… That's alright," Big Macintosh stuttered. He was surprised that Twilight had just kissed him, and completely out of the blue too. Did this unicorn have feelings for him?

"I-I should… get back to work," Twilight said.

"Eeyup," agreed Big Mac.

Twilight got out of the stallions way, who began pulling the cart again down the path. Twilight was still in shock at her own actions.

Not long after Big Macintosh had left, Applejack and Rainbow Dash walked up to the cart with their apples. They were both sweaty as well, but didn't stink like Big Macintosh had. They put their load on the cart with Twilight's and together they pulled it back to the barn.

"Thank y'all for helpin' me out today," Applejack said as they were walking.

"Glad I could help," said Twilight.

"Yeah, me too," said Rainbow Dash.

Applejack glared at the blue pegasus. "Rainbow Dash, ya had no choice, remember?"

"Oh, yeah."

When they finished taking the apples to the barn, Twilight's stomach growled loudly. She looked at her friends and chuckled sheepishly. "Well I'm hungry! Why don't we go into town and get some lunch together?"

Applejack and Dash nodded in agreement. "Sounds good to me," said Applejack.

The three friends walked off into town.

Part 4

Twilight awoke to a sharp pain in her back. She opened her eyes. It was already dark outside and the dim moonlight shown through her bedroom window. Had she really slept through the rest of the day?

She got up and looked at herself in her mirror. Her eyes widened in shock and horror at what she saw. There were a pair of small, bug-like wings growing out of her back!

She let out a scream. A few seconds later, Spike came running into the room. His eyes widened as well when he saw her wings.

"What happened to you?" asked Spike.

"I don't know. I woke up with these," said Twilight as she looked back over her shoulders at the wings growing out of her back. They were quite small, but she guessed that was because they weren't finished growing. They were like bug wings, or fairy wings. She found she could even move them at her will. It felt so strange to her, a new set of appendages growing out of her.

There had to be a reason for this… and a way to fix it. Twilight ran passed Spike out of her room. She rushed downstairs to her bookshelves. She began looking for any books she thought might help her figure out what was happening to her. She selected a number of them and levitated them off the shelves into the air to inspect them.

As she reached out her front leg to point at one of the books she wanted, she noticed the weird rash on her legs had spread even more, covering a greater portion of her legs then before, making much of her skin black and hard. She now realized that was no ordinary rash. What ever it was, it had to have something to do with all the other stuff that was happening to her.

Spike hurried downstairs after Twilight. He quickly began looking through the bookshelves with Twilight, trying to find books that might help them solve this mystery.

They were up for hours, searching through books. Twilight was currently flipping through a book called 'Super Naturals', trying to find if this book held any solutions.

Twilight and Spike considered that poison joke might be the culprit, but that only grew in the Everfree Forest and she hadn't even gone anywhere near that place recently.

Then Twilight remembered and looked up a rare species of fairy ponies she had heard about called Breezies, who had wings similar to the ones she was sprouting. Could she somehow be turning into a Breezy? But that didn't make any sense since Breezies were tiny things and she didn't appear to be shrinking. Nor did it explain what was happening to her legs the severe rash growing on her legs.

Twilight suddenly heard a loud yawn behind her. She turned around and saw Spike, tiredly dragging another pile of books to her. It was then that she realized that it was way passed his bedtime.

"Oh, Spike, you should be in bed. It completely slipped my mind how late it is for you."

"But you need help," argued Spike tiredly.

"No buts," said Twilight. "Go back up stairs and get some sleep. Owloysius will help me tonight."

The owl, perched nearby on a small table, gave a hoot at his name being mentioned.

"Twi-" began Spike.

"Now, Spike!"

"Alright," the young dragon sighed and walked out of the room to their bedroom.

Twilight got back to her books. Due to her long nap earlier that day, she didn't feel tired at all at the moment.

Twilight was still going through books by the time the first few rays of the sunrise were beginning to peak out over the horizon. She had been up all night, and she still hadn't found anything that would explain why she was suddenly growing fairy wings, or the rapidly growing black rash on her legs, or her food cravings.

Twilight began to pick up another book with her magic when her horn suddenly stopped glowing and began to just throw off small purple sparks. Then her horn stopped doing anything altogether. The book she had been levitating at the moment fell to the floor with a thud.

Twilight was confused. She tried to pick up the book again with her horn, but nothing happened. She gasped as she realized that her magic had now stopped working for some reason.

"Oh, great," she thought to herself as she brought her right front hoof up to her horn. "As if this day couldn't get any worse."

As she touched her hoof to her horn, she noticed her horn seemed to move a bit, like a loose tooth. Worried, she kept feeling her horn, dumbstruck at its wiggling, until she suddenly heard a snap, and then to her horror, her horn broke off completely and fell to the floor at her hooves. Twilight screamed, waking up Spike upstairs.

"Twilight?" shouted Spike. He jumped out of bed and hurried down the stares to her aid. Spike saw Twilight sitting on the floor and a split second later he noticed her horn was gone.

"You're horn!" Spike shouted, now noticing it lying on the floor in front of her.

At that point, Twilight fell to the floor and broke down crying. On top of everything else, her horn falling of was her breaking point. Unicorn horns didn't grow back, and if they couldn't reattach it, she would never be able to use magic again! It would be like if Rainbow Dash lost her wings. She just couldn't live without her magic. She would be like a regular Earth pony for the rest of her life. Sure, that was okay for someone who was born an Earth pony, but for her it would be hell. "What's happening to me?" she wailed, tears streaming from her eyes. "I don't understand. Why are these awful things happening to me?" She buried her face in her hooves and continued to cry.

Spike went over to Twilight and put his hand on her head to try to comfort her. He then noticed more subtle changes that had happened to Twilight during the night. The rash on her legs had spread even more, now covering almost the entire length of her legs in hard, black skin, but not seeming to spread any further. Just her legs. And her bug-like wings had nearly doubled in size during the night, but they still weren't big enough to fly with yet.

"Um, look on the bright side," said Spike, trying to come up with something to say that might comfort her. "Soon you might be able to fly like a pegasus pony. That'd be pretty cool, wouldn't it?"

Twilight took her hooves away from her face and glared up at him, obviously not amused.

"Too soon, huh?" asked Spike.

Twilight sighed. She had literally gone through every book in the library overnight, and none of them had anything in them on this. She realized she needed help.

"Spike, I want you to go to Zecora's and bring her here. Maybe she'll know what's happening to me."

"Why don't we both go to Zecora's?" asked Spike.

"Because I don't want anypony to see me like this! It's too embarrassing. Just bring her here."

Spike decided not to argue and nodded his head in agreement. He walked out the front door and started heading to Zecora's hut out in the Everfree Forest.

Meanwhile, back inside the library, Twilight picked up her horn off the floor with her mouth, went into the kitchen, and put it in a glass of milk to keep it fresh in the hopes that it could be reattached.

An hour later, Spike and Zecora were walking up to the front door of the library. Spike had explained to their zebra friend what was happening to Twilight as best he could and Zecora was more than willing to help them.

Spike opened the front door. "Twilight, I'm back. I brought Zecora."

Twilight walked out of the kitchen into view. Spike and Zecora both gasped. In the time that Spike had been gone, Twilight's mane and tail had started falling out. Only a few thin strands hung loosely from her head and rear, leaving her looking almost bald. Her wings had grown even bigger, her eyes were all bloodshot and glazed over, and her legs were now completely furless and covered in hard, black skin. They also looked slightly misshapen and thinner then they had been.

There were some crumbs around Twilight's mouth. She had obviously been eating in the kitchen, but at the moment that didn't matter.

"Zecora," sighed Twilight with some relief. "Am I glad to see you."

Zecora immediately began examining Twilight, looking her over from head to… what was left of her tail. They told the zebra about her behavior and her appetite as of lately as she asked them questions.

"When I try to come up with a diagnosis, I'm afraid nothing comes to light," said Zecora sadly. "But if you ask me, it would seem you are taking on the characteristics of a parasprite."

"A parasprite?" thought Twilight aloud. Then she remembered. She looked over at her dragon assistant. "Spike, didn't you say you saw a parasprite the other day?"

"Yeah. It was flying around your ankles while you were-"

"Teleporting!" Twilight finished for him. In her mind, the pieces of the puzzle were starting to come together. She slapped her hoof to her forehead. "Oh dear Celestia."

"What is it?" asked Spike, confused.

"It's all starting to make sense now," said Twilight. "That particular teleportation spell works in three parts. The first part brakes down the object being teleported at the molecular level, for easier transport. That's why it allows greater distance travel. The second part is the actual teleporting, and the third part is reassembling the molecules back into their original shape. But the instructions in my book warned to not teleport more than one object at a time because the results can be unpredictable and dangerous. When I teleported the other day, I must have accidently teleported the parasprite along with me, but since I was only trying to teleport one thing, the spell went wrong and the parasprite and I must have somehow gotten… spliced together." She gulped. "And now I'm changing into some sort of… pony/parasprite hybrid."

Spike and Zecora gasped and their eyes went wide in shock.

"Half pony, half parasprite? You mean like a… pony-sprite?" said Spike.

"Yeah. I guess we could call it that," shrugged Twilight. "A ponisprite." Now it all made sense. Her unusual appetite, her wings, her horn falling off, her compulsive actions. It was because she was becoming like a parasprite. And the rash on her legs wasn't really a rash at all. The skin on her legs was turning into an exoskeleton. Her legs were mutating into bug legs.

Zecora hung her head sadly. "I know you came to me looking for a cure, but of such an ailment, I am not sure."

But to her surprise, Twilight didn't appear upset. In fact, the mutating purple unicorn was now over at her bookshelves, searching around for something with haste.

"That's okay, Zecora, because I think I might have some good news. I think I might know a spell that will remove all the parasprite DNA and turn me back to normal."

She turned away from the shelves and looked around at the books scattered on the floor, looking for a certain one. When she found the one she was looking for, she tried to pick it up with magic, but then she remembered her horn was broken off. So unable to use magic, she bent over and picked the book up in her mouth and carried it over to the table. She set it down and opened it up with her nose, flipping through the pages until she found the right page.

"Here! This spell should remove the parasprite DNA from my body. It's pretty complicated, but doable. However, we'll need another unicorn to cast it since I can't use magic anymore."

"I'll bet Princess Celestia could cure you easily," said Spike. "Why don't we send her a letter?"

Twilight shook her head. "Unfortunately, Princess Celestia is visiting Manehattan right now and she won't be back until tomorrow."

"By tomorrow it may be too late," said Zecora. "Your changes are increasing at a frightening rate."

"Exactly," said Twilight. "Well have to ask Rarity to do it."

"Rarity?" said Spike. "I don't know, Twilight. Are you sure Rarity will be able to cast such a difficult spell?" Although Rarity was a unicorn, and able to use magic, the only spells she knew were levitating objects, a spell all unicorns are able to master with ease, the gem finding spell, and a topiary art spell.

"We don't have much of a choice," said Twilight. "Rarity will have to do." Suddenly, Twilight felt a stabbing pain in her eyes. She let out a scream of pain and pressed her front hooves against her eyes. It felt as thought her eyeballs themselves were becoming too big for her sockets somehow. Like something was pushing out behind them inside her scull.

Spike and Zecora watched horrified as Twilight dug her own hooves into her eyes and actually began to scratch them out. Small chunks of eyeball and blood started falling from her eye sockets behind her hooves to the floor as she pushed her hooves into her eye sockets as deep as she could get them. She was scooping out her own eyes like they were mashed potatoes. When she finally looked up, gasping in pain and exhaustion, Spike and Zecora gasped at what they saw. Where Twilight's purple eyes had been, there were now two hard, green orbs. Twilight now had compound eyes, like a bug.

Twilight looked at Spike and Zecora with her new eyes. She couldn't see as well as she'd used to. It was like her compound eyes were made up of millions of tiny little eyes, but everything was a bit blurry and it was kind of like looking through a kaleidoscope.

Oh no, the changes are coming faster, she though to herself in despair. Twilight collapsed on the floor, going into the fetal position and hugging herself, her body shaking a little. She would have cried, but no tears came to her eyes because she no longer had tear ducts. "Oh, I don't want to be a bug!" she moaned.

Zecora turned to Spike. "Spike, hurry and go find Rarity, alright? I will stay hear and watch over Twilight."

Spike nodded and hurried over to the door. Before walking out, he looked back at Twilight. "Don't worry, Twilight. We're gonna get you back to normal. I promise."

Twilight didn't respond or make any sudden movements. Spike hurried out the door, closing it behind him, and ran off to find Rarity.

Part 5

Spike searched all over town for Rarity. He tried her store, but she wasn't there. Then he checked all of their other friends places, but they weren't there either. Panicking, Spike thought hard as to where she could be. Then he remembered. They were having a picnic in the park today. He guessed she must be there.

Spike quickly ran to the park. Sure enough, Rarity was there with the others on their picnic. Spike ran up to them.

"Hey, Spike," Rainbow Dash greeted him. "Where's Twilight?"

Spike put his hands on his knees as he caught his breath. "That's… what I came here… to see you guys about," Spike panted. As soon as he caught his breath he continued. "Twilight was trying out a new teleportation spell the other day, but she accidentally got mixed up with a parasprite while she was teleporting and now she's turning into some sort of parasprite thing."

Rainbow Dash, Rarity, Pinkie Pie, Fluttershy, and Applejack all stared at Spike like he had lobsters crawling out of his ears.

"Um… Beg pardon?" asked Applejack.

Spike repeated himself. "Twilight's turning into a half pony, half parasprite! A ponisprite!"

Once again, they all stared at the little dragon. Spike was about to start explaining again when Rainbow Dash started laughing.

"Ha. You had me going there for a moment, Spike," laughed Rainbow Dash.

Spike was becoming angry. "I'm not lying," he shouted. He hadn't had this kind of difficulty when he had told Zecora about Twilight. She had believed him instantly.

The five ponies' smiles faded from their faces as they realized Spike was being serious.

"You're not joking?" said Applejack.

Spike shook his head.

They were all silent for a moment.

"Oh my goodness!" muttered Fluttershy.

Spike, relieved that they finally believed him, continued. "Twilight's found a way to fix it, but she needs Rarity's help."

"Me? What can I do?" asked the white unicorn.

"She needs you to cast a spell, Rarity."

Rarity blinked. "Well… I'll do my best."

Spike sighed with relief. "Come on!" He motioned for them to follow. The six of them all left the picnic area and started running towards Twilight's place.

Twilight awoke groggy, confused as to everything beyond her own name. She became aware that she was lying on her side, her eyes open. She was lying on the floor of her library's main room. Her vision of the room was fractured into millions of tiny images, and she remembered that she had compound eyes, as well as the other grotesque changes to her body. She became aware of a blanket covering her up to her neck and a pillow underneath her head. Her stomach then growled loudly and she noticed she was starving.

Zecora walked into the room carrying a cup of hot tea on her hoof. "Ah, my friend, you are awake. Do not try to move for your own sake. Soon after Spike left, you fell asleep. Until now, you have not made a peep."

Twilight moaned. "Zecora… I'm so hungry. Could you get me something to eat?"

"You are all out of food," said Zecora. "And I think it would be best if you did not feed. Your changes might increase in speed."

Twilight groaned. Then she noticed a sweet scent coming from her blanket. The smell of strawberries, obviously from her detergent. The smell was irresistible and Twilight, without realizing what she was doing, pulled a corner of the blanket into her mouth, attempting to eat it.

Zecora soon noticed Twilight chewing on the blanket. She leaned down and pulled the blanket out of her mouth.

"Twilight Sparkle, you must hold on! If you give in you are as good as gone."

Twilight growled in annoyance and got to her feet. She could smell so many things around her, like the sent of strawberries coming from her blanket, or the hot tea coming from Zecora's cup, but she wasn't thirsty, she was hungry.

Twilight realized if there was no food in her library, there had to be food around town somewhere. She started moving towards the door, but Zecora jumped in her way before she could reach it.

"Have you gone mad?" the zebra asked.

"Need… food…" Twilight muttered as she tried to get around Zecora. "Must… eat…"

Zecora grabbed Twilight by the ear with her mouth to hold her back from the door. This turned out to be a big mistake because at that moment the ear ripped clean off in her mouth. Twilight let out a growl of pain and fell to the floor. Zecora looked cross-eyed at the severed ear in her mouth before she spat it out in horror and disgust. Where Twilight's ear had been their was now just a small opening at the top of her head.

Angry, Twilight impulsively hit Zecora on the head with one of her hardened forelegs, sending the zebra falling to the floor and knocking her out cold. Then Twilight felt a growing pain in her hooves, like something was pushing out behind them. Unable to stand the pressure in her hooves, she started kicking and scraping them against the floor in a frenzy, until one by one, her four hooves fell off in a bloody mess, revealing new insect like feet with sticky pads and small barbs underneath.

As soon as Twilight regained her footing, she looked over at Zecora's unconscious body. As she stared at her, she began to see the zebra less as a friend, and more as a juicy, delicious looking piece of meat. Saliva began dripping out of her mouth and she licked her lips with her long tongue. All of her rational thoughts were gone. Only one instinct dominated her at the moment? The need to feed.

Suddenly she heard a voice shouting outside. "Twilight, I'm back! I brought Rarity and the others!"

Twilight's mind raced rapidly, unable to think clearly. Her instincts told her to flee, so she instantly obeyed them. She leaped up to the second floor window, using her new wings to give her some lift. She grabbed onto the wall next to the window, using the sticky pads on the bottoms of her new insect-like feet to stick to the wall.

Down below her the door opened and Spike and the others were greeted by a terrifying sight. The first thing they saw was Zecora lying unconscious on the floor. The next thing they spotted was a quite already mutated Twilight clinging to the wall next to the window.

Twilight let out a growl at them while they were staring up at her and then pushed open the window with one of her front legs and quickly leaped out onto the roof. She looked out at the town and then looked down at the street below her. There was no pony around at the moment. She jumped off the roof and used her wings to flutter safely down to the ground below. She sniffed the air and leaped into a nearby alley, looking for a dark place to hide. She panted heavily and fell down onto her side as she felt pain suddenly take over her body. She clenched her compound eyes shut in pain and gritted her teeth. Her lower jaw broke free from her upper jaw, allowing her mouth to open to greater sizes. Her other ear fell off her head and the rest of her mane and tail fell out. Her legs were lengthening and reshaping more, her internal organs shifting and twisting around. She felt her pony mind fading away, making room for more primitive instincts.

The now almost completely transformed creature lay down on the ground, panting. A few moments later she stood up on her insect legs and looked around, sniffing the air with interest. She picked up a familiar and irresistible scent. The scent of baked goods. She licked her lips and hurried off to find where it was coming from, sticking to the shadows of the buildings because she felt safer there.

"Was that Twilight?" exclaimed Applejack, back inside the library.

"Unfortunately, yeah," said Spike.

"Dear sweet Celestia!" exclaimed Rainbow Dash, hardly able to believe what she had just seen.

They all heard Zecora groan and they rushed over to her side. The zebra sat up and put her hoof to her head, gently rubbing where she had been hit.

"Zecora, are you okay?" asked Fluttersy.

"I am alright, but where is Twilight?"

"She got out," said Spike.

"We must find her before it is too late! I fear she might kill somepony at this rate!"

"Oh, of all the things that could happen, this is the… worst… possible… thing!" Rarity said dramatically.

Spike, Rarity, Rainbow Dash, Fluttershy, Pinkie Pie, Applejack, and Zecora all ran out of the library and began searching for Twilight.

At sugar cube corner, a few hours later, Mr. and Mrs. Cake were closing up shop for the evening.

"I'm going to go check on the babies," said Mrs. Cake.

"Okay, honeybuns," replied Mr. Cake.

Mrs. Cake began walking upstairs to their children's room. Suddenly the blue mare heard something glass shattering downstairs and then heard her husband let out a bloodcurdling scream. Mrs. Cake ran back down the steps to find a horrible sight. A purple, bug-like monster was eating her Mr. Cake. She screamed as she watched her husband's hind legs disappear down the monster's throat as it swallowed him whole.

The monster then turned to glare at Mrs. Cake. The Earth pony screamed again and turned to run back up the stairs, but the monster leaped and tackled her, pinning her down against the steps.

Upstairs, the babies could be heard crying, upset at the horrible noises coming from downstairs.

The monster clamped its jaws around Mrs. Cake's screaming head, and in one swift movement, ripped the blue mare's head off, causing a stream of blood to splatter all over the wall and stairs in front of them.

Them monster crushed the head in its jaws and swallowed it. It then picked up the rest of Mrs. Cake off the floor and shoved the headless corps down its throat.

Still hungry, the monster looked around at all the baked goods in the store. It licked its lips hungrily and then got to work devouring all the food in the store.

Night fell and Spike and the others still hadn't found Twilight. They didn't split up either because they knew it would take all of them if they were going to have a chance of subduing her. They knew they were running out of time. Every second they didn't find Twilight was another second she might hurt, or worse, kill somepony.

As they were running through the street they suddenly heard the sound of a loud crash coming from inside a building. It was coming from Sugar Cube Corner. They all ran over in front of the store. A couple of other ponies who were nearby on the street at that moment also came over to the store, curious as to what was going on inside. They saw a shadow moving inside through a window.

"I think she's in there!" said Rarity.

Just then there was a loud bang as the front door of the store was broken down and Twilight-sprite came bursting out. She was now fully transformed. Her belly was bulging, filled with all the food she had devoured inside the bakery.

The other ponies all ran away at the sight of the monster. Spike, Rarity, Rainbow Dash, Fluttershy, Pinkie Pie, Applejack, and Zecora backed away a little, but stayed where they were, hoping they might still be able to communicate with Twilight. That somewhere inside this creature a part of their friend was still fighting.

"Twilight… its us… your friends," Spike said to her gently.

Twilight turned her head and stared at them with her large compound eyes. They were empty of any emotion.

"Twilight… we want to help you," said Pinkie Pie.

Suddenly, Twilight arched her back and lowered down. Her friends were hopeful this was a sign that she understood them, but then she then began heaving, like something was stuck in her throat.

"What's wrong with her now?" asked Rainbow Dash.

After heaving a few more times, the large lump in Twilight's stomach was pushed up into the back of her throat. She then spat the large bulge out of her mouth in the form of a large brown blob… and it was moving.

"What the heck is that?" shouted Rarity in disgust.

The blob burst open and a bright blue creature with four insect-like legs and wings and large compound eyes emerged from it covered in slime. The ponies all gasped. It was another ponisprite. Twilight had just given birth through her mouth, just like a parasprite. They all realized she now could reproduce like one.

"Guy's," said Rainbow Dash, "the horror has just been doubled."

"Make that tripled!" said a frightened Pinkie Pie suddenly.

They looked at her and saw that she was staring and pointing at something. They looked where she was pointing and saw that coming out of the entrance of Sugar Cube Corner was yet a third ponisprite, this one a light tan color. This had obviously not been the first time Twilight had reproduced.

The three ponisprites looked at the group of ponies with hunger in their eyes. Spike and the others started backing away as the three hungry looking creatures began to approach them.

"Twilight, please. You don't want to do this," said Spike. "I know you must still be in there somewhere."

The ponisprites made no indication they had heard him. The kept approaching the delicious moving meat.

The three ponisprites lowered down into a pouncing position and then leapt at them. The group tried to run out of the way but the creatures tackled Zecora and pinned her to the ground.

"ZECORA!" Applejack shouted.

The ponisprites each grabbed one of the kicking zebra's limbs in their jaws and began pulling. Zecora screamed as the monsters proceeded to rip her body into three pieces, showering blood all over. Spike, Pinkie Pie, Rarity, Rainbow Dash, Applejack, and Fluttershy watched as their friend from the Everfree Forest was ripped apart before their eyes.

The three ponisprites then took a piece of the body and each leaped off in different directions of town, disappearing into the darkness of the night.

Part 6

The five ponies and Spike were still standing there, stairing at the pool of blood and gore on the ground where Zecora had been ripped to pieces. They could hardly believe what they had just witnessed. It had all happened so fast that in a blink of an eye it was all over. Were it not for the pool of blood on the ground they might have though they had imagined it.

Finally, Rarity spoke. "N-now what do we d-do?"

"Uh… p-panic?" said Fluttershy softly.

"That's your answer for everything," said Rainbow Dash, however the fear was evident in her voice as well.

"Twilight's completely out of control," said Applejack.

"There still has to be a way to save her," said Spike. "If only we could catch her some how so we could cast that spell on her to turn her back to normal."

"How are we supposed to catch those things? They'll eat us on sight!" said Rarity.

"I've got it!" Pinkie Pie suddenly gasped. "Parasprites can't resist music, remember? Maybe these… pony-sprites… can't resist it either. I'll just play my one-mare-band again."

"That might work! But then where do we take them once we get them to follow you?" Spike thought out loud.

"I know," said Applejack. "We can use my apple cellar. It should hold them."

"Great! I'll get my instruments," said Pinkie Pie. She ran inside Sugar Cube Corner. A few seconds later they heard her scream. They all rushed inside.

"Pinkie, what's wrong?" shouted Fluttershy. Then they all gasped. The place was a wreck. Broken glass all over the floor, shelves and tables overturned and broken, plates and cups smashed everywhere, furniture destroyed. The only thing they didn't see was any pieces of food. The ponisprites had obviously eaten all the baked goods down to the last crumb.

They saw Pinkie Pie standing by the staircase staring up at it. The walls and steps were splattered with blood, and it didn't take them long to realize it was the Cakes'.

"THE BABIES!" Pinkie suddenly shrieked with worry and then ran up the steps as fast as she could to their room. She reappeared at the top of the steps a minute later, her face pale.

"The babies?" asked Rarity.

Pinkie pie closed her eyes sadly and shook her head.

"Oh, no," said Fluttershy.

At the top of the steps, Pinkie Pie fell back on her rump and tears began pouring out her eyes. Fluttershy flew up to the top of the steps and hugged her.

"I'm so sorry, Pinkie," she said softly to her friend, attempting to comfort her. They all knew how much Pinkie had cared about the Cake family. They were more then just her employers or landlords. They were like family to her, and had loved them as such. They could only imagine what Pinkie was going through at that moment.

Pinkie Pie sniffed and wiped her nose with her hoof. "Maybe… maybe they're still alive," she said, suddenly trying to sound optimistic. "There wasn't any blood up there, and those kids can sneak away if you turn your back on them for a second. I bet their okay somewhere, hiding."

The others were less sure, but the thought was hopeful, so they held onto it.

"Come on, Pinkie Pie," said Rainbow Dash with a smile, remembering the more important matter at hand. "We have work to do. Go get your instruments."

Pinkie Pie wiped her tears and then hurried to her bedroom. She emerged several seconds later wearing her one-mare-band set, consisting of a tuba, a ukulele, a harmonica, an accordion, a recorder, and a tambourine.

"Lets go!" said Pinkie. They all walked back outside onto the street. There wasn't a soul in sight.

"I hope this works," said Applejack nervously.

Pinkie Pie began playing. Her polka tune sounded all across town. She began marching away from Sugar Cube Corner down the main street of Ponyville. The rest of her friends followed behind her at a distance.

It happened almost instantaneously. Spike soon spotted one of the ponisprites, the blue one, sticking its head out of an alley with a curious expression on its face as it listened to the music. It then smiled and began to bob its head to the tune. It came out of the alley and hopped over to behind Pinkie Pie.

"It's working!" said Spike enthusiastically. Soon the other two Ponysprites appeared and joined the other one hopping behind Pinkie Pie. The pink Earth pony grinned to her self and kept plying her music as she led the ponisprites out of town towards Sweet Apple Acers.

They trotted onto the farm, the ponisprites still following behind Pinkie, totally enthralled by her music.

Applejack ran up towards the barn and then opened up a door on the ground. The others got beside her to watch.

"Bring um right in here, Pinkie," Applejack shouted as she pointed down into her apple cellar.

Pinkie Pie trotted up next to the apple cellar entrance and, like a charm, the ponisprites leaped down into the dark underground store, still mesmerized by the music, completely unsuspecting of the trap.

All the noise had gotten the attention of the Apple family. Over at the house the front door opened and Big Macintosh, Granny Smith, and Applebloom were walking out to see what was causing the noise. Their eyes went wide at the sight of the strange creatures being lured into their apple cellar and Pinkie Pie playing her one-mare-band.

When the third ponisprite had leaped into the cellar, Applejack quickly closed the heavy wooden door, barred it with a plank, and hammered it down, trapping the ponisprites inside.

"Alright. That takes care of that," she sighed with relief and Pinkie stopped playing her instruments.

"Um… AJ…" said a strong male voice. They all looked over to see Big Mac, along with Applebloom and Granny Smith walking up to them.

Big Mac spoke again. "Would you mind tellin' me what's goin' on here?"

Applejack explained the situation to her family. "Twilight's been turned into a monster because one of her teleporting spells went wrong and she got all mixed up with a parasprite. So now there are three monsters and were locking them in the apple cellar so they don't hurt anypony else while Spike and Rarity prepare a spell to change Twilight back to normal."

"Say wha?" exclaimed Applebloom.

Big Mac just stared at them dumbfounded.

"Land sakes," said Granny Smith. "You kids these days with your magic and your monsters and your crazy adventures and…"

Suddenly they heard a loud banging. It was coming from the cellar door. The ponisprites were trying to break through it.

"They're trying to get out!" yelled Rainbow Dash.

Applejack ran over and stood on top of the door to help keep it held down. "Oh no you don't!" she shouted at the creatures. Her body was jolted from the vibrations as the ponisprites banged on the other side of the door. She could hear their angry roars and screeches through the wood.

The rest of her friends and Big Macintosh also got onto of the door. Eventually they banging against the door stopped. Then there was silence.

They all let out a sigh of relief.

"Lets hurry up and get to castin' that spell," said Applejack as they got off of the door.

Spike pulled out the spell book that had the necessary spell in it. He laid it down on the ground and began flipping to the right page.

"Um, how do we tell which one is Twilight exactly?" Rainbow Dash asked as Spike was searching for the spell.

"Um, she's the purple one that's the only one with a cutie mark," said Spike in a 'that's obvious' kind of tone.

"Oh, right," said Rainbow. "I knew that."

Then spike found the spell and pointed to it. "Here it is, Rarity."

Rarity and the others leaned down and looked at the page. "It looks really difficult," said the while unicorn. "I'm… I'm not sure I'll be able to do it?"

"Come on, Rarity, I know you can do it," said Spike. "Next to Twilight, you're the best unicorn there is!"

Rarity closed her eyes and smiled. "Thank you for the compliment, Spike," she said. "But still, I don't think I've practiced magic enough to even attempt performing such a complicated spell."

"You have to try, Rarity, for Twilight's sake," said Fluttershy.

Before Rarity could respond, they all heard a faint gnawing sound. It was coming from the other side of the cellar door.

"What in tarnation?" exclaimed Applejack.

Suddenly a jagged hole appeared in the middle of the door and one of the ponisprites mouths was visible.

"THEY'RE CHEWING THROUGH THE DOOR!" screamed Pinkie Pie. Just then the door burst into pieces and several large blurrs burst out of the cellar entrance and flew up into the air.

As the ponies looked up in terror at the escaped ponisprites flying above them, they now counted five of the hideous monsters. The ponisprites had apparently given birth to more while down in the apple cellar.

Just then they heard a screech down in the cellar and then a sixth ponisprite leaped out of the entrance. It tackled Pinkie Pie and lifted the pink, screaming mare above its head. Then they noticed the cutie mark on the ponisprite's abdomen and they realized it was Twilight.

Before any of them could do anything, Twilight opened up her jaws wide and dropped the screaming pink pony, and her musical instruments, into her mouth and swallowed her whole. Her friends watched in terror as Pinkie Pie was eaten alive. Applebloom started screaming.

Twilight then flared her wings and took off into the air with the rest of the ponisprites. They all flew over into the nearby apple orchards to begin their next meal.

"Our crop!" yelled Applejack in both horror and rage. Without thinking, she grabbed her lasso off a fence post and began running into the orchards.

"Applejack, no!" shouted Big Mac and took off after her, the others close behind.

The ponisprites were each in a tree, gobbling up the apples off the branches. Applejack charged towards the nearest tree with a ponisprite in it. "I HAVE HAD ENOUGH OF YOU UGLY, CONFOUNDED VARMINTS!"

The ponisprite looked up at her and hissed menacingly. Applejack swung her lasso at the monster. It caught the ponisprite around the neck. Applejack then yanked the rope as hard as she could, but the ponisprite stayed in the tree, anchored by its legs. The ponisprite then roared and grabbed the rope in its claws. Before Applejack could react, the ponisprite gave the rope hard a yank and Applejack was pulled up into the air at the monster. The ponisprite caught her in its front legs and then, a split second later, shoved her down its throat.

The others arrived just in time to see Applejack's hind legs disappear into the ponisprite's mouth.

"APPLEJACK!" they all screamed.

The ponisprite looked over at them, eyeing them hungrily.

"RUN," shouted Rarity. They all turned and started running away as fast as they could. Big Mac picked the too slow Granny Smith up on his back and quickly caught up with the others as they ran off the farm towards town.

Back in the orchard, the ponisprites made quick work of the apple trees. It wasn't long before they had eaten every last apple in the entire orchard, leaving the trees bare. Afterwards, each of the ponisprites hacked and spat up another moving blob that immediately hatched into another ponisprite. There were now twelve all together. The ponisprites all set their eyes on ponyville and then took off towards the unsuspecting town.

When Spike, Rarity, Fluttershy, Rainbow Dash, Big Mac, Applebloom, and Grannysmith arrived in town, they immediately ran to the mayor's house. They knew they had to tell somepony of authority about what was going on.

They reached the mayor's house and Big Macintosh began banging loudly on the door. "Mayor Mare! Open up, please!"

While the red stallion was knocking at the door, Applebloom broke down crying. Fluttershy immediately went over to her and held her close.

"They're g-gone," the little filly cried as she buried her face in Fluttershy's chest. "Ma sister, and Pinkie Pie. They're both gone."

Fluttershy could feel Applebloom's tears soaking the fur on her chest. She gently patted the little filly on the back as she tried to comfort her. "Shhh. There there. Its gonna be alright." Though the yellow pegasus had tears in her eyes as well over the loss of her two friends, as well as Zecora and also Mr. and Mrs. Cake.

They all felt the same way. Ponies were dying and more would die if this wasn't stopped soon. As much as Rainbow Dash hated it, she felt the next best coarse of action might be to give up trying to rescue Twilight and just dispose of the ponisprites before more ponies were killed.

The door opened and Mayor Mare stood before them, looking quite annoyed that she had been disturbed at her home at night.

"What in Equestria is the matter with you all?" she demanded angrily.

"Mayor Mare, you have to sound the emergency alarm," explained Rarity. "A bunch of dangerous monsters are on the loose."

"What monsters?" asked the mayor skeptically.

Just then they heard a low drone in the distance. The mayor, curious, stuck her head out of the door and they all turned their heads in the direction the noise was coming from. Approaching the town, up in the sky, was the ponisprites, flying together in a swarm. There were twice as many now, and they all looked hungry.

Mayor Mare blinked at the sight of the approaching monsters and then screamed. "SOMEPONY, SOUND THE ALARM!" The mayor ran off like a shot, screaming her head off.

Part 7

The town alarm blared loudly, but it made little difference to the madness that had ensued in the last few minutes.

The ponisprites broke through the windows of houses, massacring entire families inside. Ponies were running out of their dwellings when they were attacked.

All the ponyfolk in town were running around on the streets in a state of panic as the ponisprites swarmed all around. The creatures were chasing ponies, crawling on the side of buildings, and flying above through the air. Every other second, another pony was snatched from the ground and devoured by a ponisprite. Some pegisus ponies tried to fly away, but they were easily snatched out of the air by the monsters and eaten. And to make matters worse, the ponisprites kept multiplying. The more they ate, the faster they gave birth. Their numbers had practically doubled since their attack of the town had started.

"The horror! THE HORROR!" Lily shouted as she and her two friends, Roseluck and Daisy, cowered at everything that was happening around them, before they each fainted from the overwhelming shock and fell to the ground. Before you could even blink they were then simultaneously pounced on by three ponisprites and torn apart within seconds. The ponisprites quickly gobbled up the bloody chunks off the ground and flew back up into the air, leaving only bloodstains on the street.

Spike, Rarity, Fluttershy, Rainbow Dash, Big Mac, Applebloom, and Granny Smith ran as fast as they could to the nearest one of their homes, which happened to be Rarity's Carousel Boutique store. Big Mac was still carrying Granny Smith on his back. They ducked into an alley as ponisprite swooped down and landed close by, but it hadn't noticed them, and had instead tackled Cheerilee, tearing into the mare's belly with its jaws, spilling her guts out all over the street. Fluttershy covered Applebloom's mouth with her hoof to keep her from screaming. Cheerilee screamed in pain and horror as the hungry creature ripped out her intestines and began sucking them up like spaghetti. Cheerilee's screams faded away as she lost consciousness from the pain and blood loss, and was soon dead.

While the creature was feeding, the group of friends quietly came out of the alley and resumed hurrying to their destination.

When they made it to Rarity's store, she unlocked and opened the door with her magic and they all rushed inside. Rarity quickly closed the door behind her and relocked it. Rainbow Dash shut the curtains over the store's main window and then her and Rarity joined the others huddling together over in a corner behind a rack of dresses.

Big Macintosh let Granny Smith off his back and she sat down on the floor with them. Fluttershy was still holding Applebloom, trying to keep her quiet. Fluttershy herself was shaking and softly whimpering uncontrollably.

"What do we do now?" asked Big Macintosh in a low whisper.

"We keep quiet," said Rainbow Dash.

"And then what?" whispered Rarity. "Sooner or later those things are going to find us!"

"I don't know!" Rainbow Dash shot back quietly. "But for now we lay low and try to think of a plan."

After a while, the noises of running and screaming and monsters killing outside quickly died down. Before long, no sound could be heard at all.

Rainbow Dash quietly went over to the window and opened the curtains up a crack. She saw nothing but a single ponisprite on the other side of the street disappear into the dark of an alley. The streets were deserted and she guessed that everypony was either dead or had found a place to hide like they had. She could see, faintly in the moonlight, the stains and puddles of blood on the street. It was literally everywhere.

She closed the curtains and looked back at her friends. "Looks like things have settled down out there. But those things are still out there, looking for food."

Granny Smith spoke. "I say we should try to get out of town."

"With all those things crawling around out there?" exclaimed Rarity. "We wouldn't make it ten feet."

"Well we can't stay here forever!"

"What about Twilight?" asked Spike. "I still have the spell. If we could just…"

"Spike, its no good," Rainbow Dash butted in. "Our lives are at stake here. I know it sucks, but we have to forget about Twilight. There's nothing we can do for her now."

Spike got mad and stood up. "I can't forget about her. I promised her we'd get her back to normal. And besides, she wouldn't forget about any of us."

"Spike, keep your voice down, or you'll give us all away!" whispered Rarity.

Fluttershy could see that things were getting heated. "Um… Lets all try to calm down. Okay?"

Spike turned to the yellow pegasus. "Fluttershy, you agree that we shouldn't give up on Twilight, right?"

"Oh… no ones giving up on Twilight, Spike. But… we are in a dangerous situation, so we have to think about our safety right now."

Spike sat down again and crossed his arms, still a bit agitated.

A few minutes later, they began to hear noises outside. Rainbow Dash turned and opened the curtains a crack again and looked out. A smile appeared on her face at what she saw. "It's the Wonderbolts!" she exclaimed, almost raising her voice but catching herself in time. "… And the Royal Guard!"

"We're saved!" sighed Fluttershy.

Outside, a garrison of thirty or so light gray unicorns and pure white pegasi in golden armor came marching up the town's main street while another group of pegasi in blue and yellow uniforms flew in above them.

The lead guard, General Broadsword, held up his front right hoof and halted the other solders. He had been told that there was some sort of infestation in this town. Dangerous creatures running loose. The town appeared deserted, but the signs of destruction and death were fresh and everywhere. Something was defiantly here that didn't belong here.

"Okay, ponies. Keep your eyes peeled."

Suddenly they heard a male scream behind them that was quickly silenced. They all turned their heads. One of their solders in the back corner was gone.

"What happened?" asked Broadsword.

"We don't know, sir," shouted another guard.

"Didn't anypony see anything?"

"UP THERE!" shouted another solder, pointing at the side of a building. A large, pony sized creature was crawling on the side of the building. A split second later, it gave a screech and ponced on another one of their guards, imailing him to the ground with one of its jagged legs.

All of a sudden, creatures began appearing all around them, seemingly coming out of nowhere.

"FIRE! FIRE!" shouted Broadsword.

The unicorn guards began casting laser bolt spells, firing white energy bolts from their horns at the monsters in every which way.

In a matter of seconds, the creatures were everywhere all around them. Leaping around and swarming in the air.

"IT'S AN AMBUSH!" shouted Soarin from above. He and the other Wonderbolts were plucked from the air with ease by the creatures.

All around them the ponisprites swarmed. The solders were being slaughtered left and right.

"DEAR CELESTIA, THEY'RE EVERYWHERE!" shouted one of the solders.

One of the ponisprites was hit by a laser bolt. It didn't go down, but a yellowish liquid began to seem from the wound.

General Broadsword felt a bit of reinsurance. If it bled, that meant it could be killed. Right at that moment, however, another ponisprite dived from the air above him and pinned the general to the ground, tearing into the screaming stallion's stomach with its teeth and claws. The frantic solders nearby were sprayed with his blood as the chaos ensued.

Within minutes both the solders and the Wonderbolts were all dead, and their bodies were being eaten in the street by the ponisprites. One or two ponisprites also lay dead in the street. They were also quickly eaten by the other ponisprites, showing that these things were also cannibals.

Rainbow Dash looked away and shut the curtains. The others could tell by her expression what had happened.

"Well so much for the military," Spike groaned, resting his head on his knuckles.

The horrible noises outside soon died away and all fell silent again. The group sat there in the dark store for a long while, silently contemplating to themselves about what they were going to do. Not a sound could be heard except Fluttershy, who was still quietly muttering to herself under her breath as she shivered with fright.

After what seemed like an hour, Spike's eyes suddenly widened and he grasped his stomach with his claws and his cheeks bulged out. At first, the others thought he was about to be sick. A second later, the little dragon belched forth a cloud of green fire and smoke, and a scroll magically materialized before them.

Spike caught the scroll in his hands before it fell to the floor. He looked at the seal on the side of it. "It's a message from Princess Celestia," he said with surprise.

"What's it say?" asked Rarity as they gathered around him.

Spike opened up the scroll and began to read it aloud. "To Spike, and all others who are still alive in Ponyville," he read. "I have returned home to Canterlot sooner than anticipated and learned of the situation happening in your town. Please know that help is on its way. I am sending reinforcements to deal with the problem and get the survivors to safety. If you are not already in a safe place, get to one and stay hidden there until the reinforcements arrive. For your own safety, don't attempt to leave the town. Princess Celestia."

"Okay, so we stay put," said Rarity planting her rump down on the floor.

Just then there was a loud crash and the sound of shattering glass behind them. They spun around to find the store window had been destroyed and standing before them was a ponisprite, growling at them hungrily.

Applebloom, Rarity, Fluttershy, and Granny Smith all screamed. Before any of them could move a muscle, the ponisprite leaped and tackled Granny Smith. The old mare hit the floor with a hard thud as she was pinned down by the monster.

"GRANNY!" shouted Big Mac. He made a move forward to help her, but before he could take two steps, he watched as the ponisprite clamped its jaws around Granny Smith's head, and in one swift movement, ripped the old mare's head off, spraying Big Mac and everybody with blood.

Fluttershy moved her hoof in front of Applebloom's eyes too late as she had already witnessed the whole thing and was still screaming.

The ponisprite was busy eating Granny Smith's corps. Rainbow Dash knew they had to get out of there while it was distracted.

"RUN!" she shouted. "LETS GET OUT OF HERE! GO! GO! GO!"

Every one ran for the front door, except for Big Macintosh, who was still stunned from seeing his granny being killed. Rainbow Dash got in front of him and started pushing against his chest to get him to move. "Come on, you big lumix. She's gone. You can't do anything for her. We have to get out of here."

Big Macintosh was pulled out of his stupor and turned away from where his granny had been killed and moved towards the door with Rainbow Dash. They ran outside and quickly caught up with the others.

Part 8

They ran out of Carrousel Boutique and headed straight for the nearest alley. They quickly ducked inside and pressed their backs up against a wall in the shadows. Rainbow Dash and Big Macintosh looked around them in every which way, hoping they hadn't been spotted.

"What do we do now?" Rarity quietly asked, breathing heavily.

"We have to find another place to hide," said Rainbow Dash.

"Um… We could go to my cottage," suggested Fluttershy quietly. "We're not that far from the edge of town and my cottage is only just outside of Ponyville."

Spike shook his head. "It's too far. We'll never make it."

"No, Fluttershy's right," said Rainbow Dash.

"I am?"

"Any other house in Ponyville could have those things inside of it, but Fluttershy's place isn't in town, so there's a good chance the ponisprites haven't gotten to it yet. I say we go for it."

"But Princess Celestia told us to stay in the town!" said Rarity.

"Well Celestia isn't here. We're on our own for right now," said Rainbow. "I'm going to Fluttershy's place, and I'm not leaving any of you behind, so you're all coming with me."

They all stared at the rainbow pegasus for a few seconds. Then Big Macintosh nodded his head.

"Eeyup," he said in agreement.

Then Fluttershy and Applebloom nodded. Spike was still unsure, but knew Rainbow Dash had a point, so he too nodded his head. Rarity saw she was outvoted so she sighed. "Fine," she said.

Rainbow Dash looked out of the alley. The street looked empty, but she knew better. Those creatures were in hiding all over the place, but they couldn't stay in that alley forever.

She turned back to the others. "Okay, follow me, and stay close."

They hurried out of the alley and started moving down the streets as quickly and silently as they could. They could all feel that they were being watched, and knew no doubt that they probably were. Every pace they took they thought might be their last. They thought that any second a swarm of the creatures would jump out and surround them.

After what seemed like an eternity, but had actually been hardly a minute, they began to feel amazed they were still alive. Then as they turned a corner, they saw why. Applebloom was about to scream, but Fluttershy covered up her mouth and stopped her just in time. They could see the town hall from where they were, and it was covered with ponisprites. The remaining surviving townsfolk must have all been inside there, trying to stay safe. The Town Hall had strong locks and barred windows, but it wouldn't hold forever. The ponisprites were swarming all over the outside of the building, trying to get to the fresh meat inside. They all seemed too preoccupied with it at them moment to notice the five ponies and one baby dragon running through the streets across town.

The group now quickened their pace and broke out into a dash to the edge of town. They felt that they were going to make it.

They were so close to the edge of town. Just as they were about to run out of the town, a ponisprite leaped out of nowhere in front of them.

The group stopped in their tracks. The ponisprite hissed menacingly at them.

"EVERYPONY RUN!" shouted Rarity as she reared up in a state of panic then started running away. She barely got three meters away before the ponisprite leaped at her and tackled her to the ground. Rarity struggled in its grasp, but the ponisprite had her pinned with its strong hard legs. The ponisprite then clamped down on her left foreleg and easily ripped it off. Rarity let out a bloodcurdling scream of pain and terror.

"NNNNOOOOOOOOOOOOOOO!" Spike shouted in anguish at the sight of his love being torn apart, but he was powerless to do anything to stop it.

The ponisprite swallowed the unicorn's leg and then went back down for more.

The others watched helplessly and listened to Rarity's screams of agony as she was ripped apart. Rarity's screams soon turned to light whimpers and soon she stopped making any noises as she passed out from the pain and blood loss. A few moments later she was dead.

While Rarity was being devoured, Spike then noticed the star shaped cutie mark on the ponisprite's abdomen. It was Twilight herself. A deep sadness filled the little dragon as he remembered he had been unable to save Twilight from this fate. He had promised her she would be normal again, and he had failed. So in a way, he now felt it was his fault for all this death and destruction.

I'm sorry, Twilight, he thought to himself.

The others noticed the cutie mark and realized it was Twilight as well, but by now they were beyond the point of trying to talk to her.

Twilight was almost done eating Rarity. Big Macintosh knew even if they ran right then Twilight would catch them. He couldn't let Applebloom or anymore of the others die like this. He knew what he had to do.

Big Mac turned to the others. "Now listen. I want y'all to take Applebloom and get to Fluttershy's cottage now. I'll stay here and hold her off for y'all."

Fluttershy, Applebloom, and Spike gasped.

"No way!" argued Rainbow Dash. "Were not leaving you behind…"

"I'M NOT ARGUING WITH Y'ALL!" he yelled. "GET APPLEBLOOM TO SAFETY! NOW! THERE'S NO TIME!"

They didn't want to leave him, but Rainbow Dash could see that Big Macintosh had made up his mind and there was no changing it. Plus, Twilight was almost finished eating Rarity, so there really was no time to discus the matter.

"No, big brother. You have to come with us!" shouted Applebloom.

Rainbow Dash turned to Fluttershy. "Fluttershy… pick up Applebloom and lets fly."

"NO!" shouted Applebloom.

Fluttershy gaped back at Rainbow Dash. "But…"

"GO!" shouted Dash.

Fluttershy hesitated for only a moment before she picked up a kicking and crying Applebloom in her hooves, flapped her wings, and took off into the air towards her cottage. Rainbow Dash then grabbed up a surprised Spike in her hooves and took off as well, quickly catching up with Fluttershy in the air.

Twilight gobbled up the last bloody bits of Rarity off the ground and let out a deep belch. Then she noticed the two pegasi flying away with the baby dragon and the young Earth filly in their hooves. She turned to chase after them, but Big Macintosh jumped in front of her, blocking her path.

"Ee-nope," he said, stomping his right front hoof on the ground in defiance.

Ponisprite Twilight roared at him threateningly, but the red stallion stood his ground. Big Mac just couldn't believe that this monster before him had once been Twilight Sparkle, one of the nicest unicorns he had ever met.

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Celestia's head was held low as she walked down the elegantly decorated corridor of her castle. She recalled the words her magic mirror had said to her.

"Total Equestrian infestation foreseen in approximately 96 hours," the mirror had said.

Celestia had faced so many challenges in her life after she had ascended to the throne. The god of chaos, Discord; her little sisters evil alter ego, Nightmare Moon; the war with the griffons; covering up the knowledge of a long lost civilization of highly advanced primates; and countless giant monster threats, but this time… this time the threat was more dangerous than anything she had faced in the past. Her best solders had been slaughtered in only a matter of minutes against the creatures, and the creatures' numbers were continuing to multiply. She had to put a stop to it before it was too late. Even if that meant doing something she deeply didn't want to.

Celestia came to a door and opened it with her magic. Through the door was a large, round, marble stone balcony, with golden railing around the edge, and decorative vases filled with flowers placed evenly along the railing.

Celestia walked out into the cool night air towards the edge of the balcony. In the distance, Ponyville could be seen far down below them.

"You're not sending reinforcements, are you," said a voice behind her. Celestia whipped her head around too see Luna standing behind her in the doorway staring at her.

Celestia sighed sadly, but didn't respond.

Luna spoke again. "You're going to destroy the town, aren't you?"

"I have no choice, Luna," said Celestia. "Ponyville is overrun by these… unnatural creatures. It's too late to save it, but at least I can make sure that this doesn't spread any further."

"You're going to kill many innocent lives-"

"To save millions!" countered Celestia, her voice catching in her throat a bit. "Believe me, Luna. I hate what I am about to do, but it is the only way now."

Celestia turned back around and stepped up to the edge of the balcony. Her horn lit up and began to glow as she concentrated on her spell.

Luna watched as her older sister began casting the spell that would destroy the entire town of Ponyville. She thought about all the ponies there who would be killed, especially Pipsqueak, the little colt she had befriended on Nightmare Night. She shook her head. She couldn't allow this.

Celestia concentrated on the spell. It was almost ready. Suddenly she felt something collide into her from her left side and she was sent hurtling to the cold, hard floor. Her concentraition was severed and her spell was nullified from her horn. She opened her eyes to find Luna on top of her, pinning her down.

"I won't let you do this, sister!" yelled Luna.

"Get off me!" growled Celestia as she tried to push her sister off her, but Luna kept fighting back. Celestia was becoming angry and used her magic to yank her sister hard by her mane and tail to get her off her. Luna's face tensed up and she growled in pain and anger as she used her own magic to yank equally hard on Celestia's mane and tail, causing the elder princess to cry out in surprise and pain. All the while they kept pushing against each other.

The two of them scuffled and rolled around on the floor, trying to gain the advantage over each other. Celestia would get over top of Luna, only to get pushed off and Luna would get back over top of her then. Celestia managed to get her hind leg in between their bodies and then kicked up as hard as she could, sending Luna flying off of her and onto the floor with a thud.

As Luna was getting to her hooves, Celestia picked up one of the nearby vases with her magic and whacked her sister overtop of the head with it, shattering the vase on impact. Luna fell back down to the floor, unconscious, a nasty gash on her head that was starting to bleed.

Celestia panted as she got up on all fours. She looked down at her sister's body, which was motionless except for her gentle breathing. She turned back around to face the balcony and began to cast her spell again. Once again her horn lit up as she prepared the spell. Her horn grew brighter and brighter as the spell got closer to completion.

"I'm so sorry," she whispered, tears running down her face as the spell was finished. She closed her eyes and a bright orb of white light shot out of her horn into the air, heading towards Ponyville.

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"What's that?" asked Fluttershy suddenly.

Rainbow Dash looked back at her in confusion. Then she heard it too. There was a faint droning noise in the distance behind them, and it was getting louder. All four of them looked back over their shoulders. There was a bright ball of light flying in the sky. They had no idea what it was, but it was moving very fast, and heading straight for Ponyville. They all watched it with curiosity, but kept flying towards Fluttershy's cottage.

The light hit the Town Hall at the center of town and then there was a blinding explosion. Rainbow Dash, Fluttershy, Spike, and Applebloom all squinted their eyes as the explosion nearly blinded them. The explosion quickly expanded, engulfing the town in a blinding white light. Everything it hit was incinerated instantly.

"Rainbow Dash grabbed one of Fluttershy's forelegs. "HANG ON!" she shouted. Using all the strength her wings had, she flew herself and the three others away from the approaching explosion as fast as she could.

Big Macintosh was on his back after being tackled by Ponisprite Twilight. The creature above him pressed its two black, front legs down into his chest, pinning him to the ground. The red stallion to free himself, but Twilight was too strong.

He felt the monster's hot breath on his face as Twilight looked him right in the eyes with her big, compound orbs. Drool dripped from her open mouth onto his face as she licked her lips. Big Macintosh knew this was the end for him.

Just then he saw a white flash of light out of the corner of his eye and then heard an ear piercing "BOOM!" Twilight and him both turned their heads to see what it was just as they were both hit by the explosion. They were both incinerated instantly.

Rainbow Dash was flying as fast as her wings would carry her and the others. Everything was a blur around them. She could feel the vibrations of the explosion hot on their tails. They zoomed by Fluttershy's cottage. Seconds later, the cottage was blown away by the explosion.

Finally, the explosion died down behind them and faded away. Just then, one of Rainbow Dash's wings got snagged on something and they tumbled in the air and fell. They all hit the ground hard and painfully tumbled and rolled a few times before they landed flat on either their stomachs or backs. They were all badly bruised and exhausted, but they were alive.

None of them bothered trying to get up or even look around them. They all just lied there and soon fell asleep.

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Spike was awoken by the warmth of the morning sun hitting his body. He opened his eyes. The first thing he noticed was a lot of trees around him. He glanced around him and saw he was surrounded by many huge trees. The events of last night quickly came back to him. He got on his hands and knees and looked around him. Rainbow Dash, Fluttershy, and Applebloom were all lying nearby, also gradually waking up. They were all still covered in dried blood from last night, as was he. Spike got to his feet and, looking around him a bit more, realized they were in the Everfree Forest.

"Is everyone alright?" Rainbow Dash asked groggily as she was just getting to her hooves.

Fluttershy and Applebloom both said they were with a grunt as they tried to get up as well.

"How about you, Spike?" asked Rainbow Dash, looking at him.

Spike didn't answer as he had just noticed a thick cloud of black smoke in the sky through the tops of the trees and was busy looking at it. He then took off in a run towards where the smoke was coming from.

"Hey, Spike, wait up!" shouted Rainbow Dash as she ran after him.

Spike ran until he came to the edge of the forest and then stopped. His mouth hung open at the sight before his eyes. Where the town of Ponyville had once been, there was now a huge crater in the Earth, black smoke billowing out of it high into the sky. The whole town, ponies and ponisprites alike, had all been incinerated.

Rainbow Dash soon emerged from the trees next to Spike, followed by Fluttershy and Applebloom. They all gazed out in shock at the giant gaping crater that had once been their home.

No one spoke for many minutes. Then Applebloom said quietly, "W-what do we do now?"

Rainbow Dash looked at her and said simply, "We live."

The End

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Epilogue: The four survivors, though grieving the loss of their friends and families, and eternally traumatized by what they had experienced and witnessed that night, eventually moved on with their lives, though not before going all the way to Canterlot and having a word with the sun princess herself over what had happened. They had figured out that she had blown up the town, and were of course angry about it, but after having an audience with the Princess, and lessening to her explanation and seeing the sorrow and regret in her eyes and voice, their anger lessened and they could almost understand why she had done what she did, but they still weren't happy about it.

After that, Fluttershy moved in with Rainbow Dash for a while in her home in the clouds until she could find her own place again on the ground somewhere so that she could continue her life of caring for woodland animals.

Applebloom was sent to live with her Aunt and Uncle Orange in Manehattan. She would have preferred to go live with her cousin Braeburn in Appleloosa, but it was decided that it would be better for her to live in a more cultured environment with two responsible married adults than with a young, single cowpony. There she learned exactly what her older sister had gone through when she had moved there for a short while as a filly.

And Spike, having nowhere else to go, stayed in Canterlot in the palace. Wanting something to do with himself, he eventually became Princess Luna’s personal assistant. It was the kind of life he was used to, but Princess Luna, as nice as she was, could never fully replace Twilight Sparkle.

Part 3

While the three friends were looking for a place to eat, they met up with Rarity, Fluttershy, and Pinkie Pie, who to joined them for lunch. After looking around a little bit more, they decided on a nice outside restaurant.

They sat down on the bails of hay around the table and looked at their menus.

The waiter came over to their table. "Welcome. May I take your order?" he said in an obviously rehearsed voice.

"I'll have a daffodil and daisy sandwich… err… make that two," said Twilight.

The rest of them gave their orders and the waiter left. While the group waited for their food, they spent the time talking.

"By the way," Rarity said, "does everyone know what they are bringing to the picnic tomorrow?"

"Oh, yeah," said Twilight. "Spike and I decided on a cherry pie."

"I'm bringin' and apple pie," said Applejack.

"I'm bringing CUPCAKES!" Pinkie Pie sang loudly.

"This picnic's gonna be awesome," said Rainbow Dash, jumping out of her seat and hovering up in the air a few feet.

"Rainbow Dash, sit down this instant! Were in a nice restaurant!" Rarity said to her like a parent, her horn glowing blue and pulling the pegasus by her tail back down into her seat. Rainbow Dash crossed her forelegs in annoyance.

"Hey, Twilight, what's that rash on your legs?" asked Pinkie Pie suddenly.

"Huh?" said Twilight, looking down at her forelegs. She was surprised to find there was some spots on her legs where the skin was exposed, and there was some sort of strange rash on her skin there. It didn't itch, but it was turning her skin black and hard-like. She quickly glanced over the rest of her body and found the rash on her hind legs as well.

"I don't know," Twilight answered. "This is the first I noticed it."

"Maybe ya got into something while y'all were bucking apples this morning," suggested Applejack.

"Maybe…" began Twilight, but at that moment the waiter came back over with their food. He set each of their plates down in front of them. Twilight forgot about the rash as she looked hungrily at her sandwiches.

"Mm, yummy," said Rarity as she took a bite of her salad.

Twilight's horn glowed purple as she picked up the sandwich with her magic and took a bite. It tasted so good, especially the daisies. Her hunger taking control, Twilight shoved the entire sandwich into her mouth.

The others glanced at her out of the corners of their eyes as she was chewing the sandwich in her mouth. They were about to shrug this odd behavior off as just hunger but then Twilight picked up her other sandwich in her hooves and shoved the whole thing into her mouth. Her friends gave her odd looks.

"Mm, that was good," said Twilight after she swallowed. Then her stomach growled again. She was still hungry. "Waiter!" she called.

The waiter came over. "You called?"

"Please set me up with another order of daffodil and daisy sandwich's. Three this time."

The waiter nodded and walked away.

"Golly, Twilight!" said Applejack. "Guess you really worked up an appetite this morning."

"Guess so," said Twilight, glancing over at Rainbow Dash nervously, who looking at her with narrowed eyes. She hoped her friend would keep her promise and not say anything about the apples she had eaten earlier.

The waiter returned with another plate full of sandwiches for Twilight. Twilight just couldn't restrain herself and continued to shove the sandwiches into her mouth and gobble them down as quickly as she could.

The rest of her friends were soon all staring at her, eyes as wide as dinner plates.

"What's everypony staring at?" asked Twilight innocently once she had finished her second plate.

"Twilight, are you feeling okay?" asked Fluttershy. "You're acting kind of… unusual."

"I'm fine," she said reassuringly. "I'm just so hungry."

Her friends still gave her odd looks. Pinkie Pie, however, grinned. "ALRIGHT!" the pink Earth pony shouted excitedly, standing up and throwing her arms into the air, causing everyone around them to turn and stare. "TWILIGHT FINALLY PULLED THE STICK OUT OF HER BUTT AND LOOSENED UP! WOO!"

As soon as Pinkie sat down, Twilight called the waiter over again and asked for another plateful of sandwiches. He raised his eyebrow at her, but turned and got her some more sandwiches. Twilight hurriedly ate those down as well. And ordered some more, and more. At this point all her friends were finished with their meals and even Pinkie Pie was staring at her with her mouth open.

Twilight was about to order a seventh helping when Rainbow Dash shouted, "TWILIGHT! WE'RE NOT MADE OF MONEY, YOU KNOW!"

Twilight was taken by surprise by her friend's outburst, but then she looked around at the rest of her friends' speechless expressions and she realized just how much she had eaten.

Embarrassed, Twilight called the waiter over and asked for their check. When Twilight looked at the piece of paper and saw the numbers, she really felt bad.

"I… uh… I don't quite have enough on me to pay for my meal," she said sheepishly, as her meal had been, by far, the most expensive.

Her friends all sighed and then reached into their saddlebags and played the remaining amount of Twilight's meal that she couldn't.

"Thank you all," said Twilight. They all turned and started walking out of the restaurant. "I promise I'll pay you all back tomorrow."

"Don't sweat it, sugarcube," said Applejack. "We're worried about you though."

"Yeah," said Pinkie Pie. "Are you sure you're feeling okay?"

"I feel fine," said Twilight, though she was now less sure than before. "I-I'll see you all later."

She walked away from her friends, her mind deep in thought. What was wrong with her lately? Why was she suddenly acting so impulsively and eating so much? And why wasn't she full yet? She had just eaten more sandwiches then she could count right off the top of her head. She should be stuffed… but she wasn't.

Twilight decided to head back home to her library. When she entered her dwelling a wonderful scent instantly hit her nose. She didn't know exactly what it was, but it sure made her mouth water and her stomach grumble loudly. She followed the scent to the kitchen and saw a bunch of new groceries lying on the counter. Twilight started to walk towards the area, still sniffing. Then, a freshly baked cherry pie, that was sitting next to the window, caught her eye. Twilight approached it and sniffed it closely. The warm scent was driving her crazy. She lost control of herself and instantly pounced it, devouring every last warm and gooy bit of it. Some cherry goop hung out the corners of her mouth and she licked it up hungrily. After she had devoured the whole pie, she was licking the pie tin clean when she heard a voice behind her shout, "TWILIGHT!"

She spun around to find Spike staring at her. Twilight realized she was still holding the pie tin and then realized she had done it again! She dropped the tin on the floor, looking embarrassed.

"Twilight! That was the cherry pie for your picnic with your friends tomorrow," Spike moaned. "I had to go to the store this morning to buy the ingredients for it as well as all the other food you ate this morning, and then I just spent the last two hours baking it and letting it cool."

Twilight hung her head in shame. "I'm so sorry, Spike. I just don't know what's wrong with me lately. I keep feeling this compulsive need to eat."

Spike's expression softened. "Well, maybe you're sick or something. Maybe you should see a doctor."

"No," said Twilight, straitening up. "I'm sure it will pass, what ever it is. And don't worry about the pie. I'll take care of it later."

Then Spike pointed to her legs. "What's that?"

Twilight looked down at her legs and realized he was talking about her rash. "Oh, its just some rash I've got. Nothing to worry about." Then she noticed that the strange, black discoloration seemed to have spread somewhat from where it had been at lunch when she first noticed it.

She thought little of this and walked out of the kitchen. Suddenly Twilight felt a little sick. Perhaps all that food she had eaten today was now coming back to punish her. She ran to the bathroom and brought her head over the toilet and threw up in it. When she was done emptying her stomach, she was surprised to find that the mess she had made in the bowl was quite red and she realized it was blood. There was blood in her vomit!

She groaned, her body now tired from throwing up. She felt dizzy. She made her way up to her bedroom. She didn't know where Spike was at that moment, or if he had even heard her vomiting.

Twilight threw herself down on her bed, stressed by all that had happened so far that day. Perhaps Spike was right and she should go see a doctor. She closed her eyes and felt herself slowly drifting off to sleep.