Part One
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Whispers in the Orphanage

Part One

A long, long time ago, in ancient Equestria, a war raged. The Nation of Griffins had rebelled against Princess Celestia. The ruler of Equestria had desperately tried to defend her nation. The cause, supposedly, was because of a broken contract. The Princess had agreed to let the Griffins have the central area in Equestria. That would be what is now known as “Ponyville”. But, the contract did not last. For, she was saving it for traveling ponies who needed a place to start their apple orchards. This enraged the griffins. For several months, the ponies and griffins fought about who would have the land. They couldn’t make up their minds, so, a war broke out. It lasted many years.

The war raged on in the north, because the Griffins come from across the sea, to the east. They had crossed over the ocean and met the army of ponies that had waited for them. While the battle was raging on, King Leon, king of the griffins, had decided that his troops go to the area that was supposed to be his. They obeyed. In that time, the Griffin nation was very evil. The only reason was because King Leon was ruler. He had his troops kill all of his defiant subjects, who refused to bow down before him. He was truly a creature of darkness.

So, his faithful troops, and also some scientist Griffins flew to the uninhabited area. King Leon, who wanted to live forever, and therefore be able to battle Celestia for all of eternity, told his scientists this:
“When you get to our soon-to-be town…I want you to experiment on immortality. I want to battle Celestia forever, and we need test-subjects to insure our method will work. I want you all to go to the inspected area and investigate any ponies you may find.” He then nodded, “Try fillies and colts. I want to make my whole nation invincible, even the baby griffins.”
The griffin army saluted, and flew, with the scientists, to the uncharted area, to find suitable fillies and colts to begin the operations...

Not that far from the land, the griffin army and scientists had found a pony orphanage that lay isolated in the middle of a forest just south of their land. They had decided that it was best to establish their base there for varying reasons: One: The orphanage was full of fillies and colts to be experimented on and the care takers were unaware of any existing war between griffins and pony kind. Two: The army had decided that the best strategy was to keep the scientist research as closed off from anypony outside the mission at all cost, to contain the element of surprise. And Three: The forest is now known as the Everfree Forest, and was usually avoided from the pony settlers that, in the griffin’s perspective at the time, had stolen their land.

After much grueling thought from the scientist, the griffins had at last had some sort of clue to achieve the key to immortality for their king.

The concluded that every living creature, whether it be griffin, pony, zebra, diamond dogs, or even changelings, all have what they have named the “universal kill-switch”. This “kill-switch” was explained to being a natural impulse in the living brain that activates at a certain point in a creature’s life that slowly, but surely kills and poisons the body by making it age and grow old to a ripe old age before departing. And if one were to have a nasty accident, the “kill-switch” was said to be activated once the brain registered that the creature, no matter the species, was supposed to die.

Thus they decided that the one true way to eliminate the threat of death was to remove the kill switch in the brain before it is activated. To do so, the griffin scientists needed the use of the fillies and colt, as well as one of the caretakers (so as to compare an adult brain with that of a filly/colt).
However, in order to have a proper knowledge of the brain anatomy, the griffin scientist had to completely remove the brain for examination. Once the brain was removed, and the subject had died, it is said that the griffins hid their bodies amongst the forest behind the orphanage. The brains were then studied upon until the scientist had finally made a breakthrough and concluded the location of the alleged “kill-switch”. The scientist had concluded that the kill switch had to be located near the back of the brain.

After scientist had confirmed this knowledge, they began right away on the experiments of the little fillies and colts.

However, like most great successes, there came a terrible cost of failures.

The first few times the griffin scientist tried operating on the fillies and colts to try to deactivate the kill switch; they would never make it through all the poking and prodding of the brain. Eventually, after the griffins failed in those experiments, the fillies and colts died, soon to have their young bodies hidden behind the orphanage into the forest. The caretakers were none the wiser of where their children seem to go outside of the griffins words that they had all been adopted.

Finally, after what seemed like a lifetime of trying, the griffin scientist had finally made some progress, in a sense.
One of the fillies they had experimented on had survived the operation, with what was first to appear as only having one side affect of not being able to produce sweat anymore. Because the griffins had felt that they were finally making progress they celebrated, however their success was short lived that night when everyone went to sleep. In the morning they had all discovered that the young filly had, not only, not woken up, but had been induced to a comatose state. This however was a short draw back seeing as how she had been revived and walking about not to long later. After a while the filly didn’t even need to griffins to help revive her in the morning as her body would do that for her later on.

It was a short comeback, but it gave signs to the griffin scientist to continue with their research.
Although for the most part the children and caretakers had welcomed the griffin scientist and soldiers, never truly knowing what they were up to, one filly had her suspicions about the newcomers.
This single filly hated the griffins, and never trusted them for a single second. And though the filly was barely old enough to gain her cutie mark, and still quite small for her age, she was a destructive one. She would scatter the scientist papers with their research on it, tamper with the soldiers tools, and broke every single medical equipment she could get her hooves on.
What made matters worse was that she was an earth pony, and back then griffins hated earth ponies the most, since they thought they were worthless and weren’t honorable warriors to fight against them. Both the scientist and the soldiers hated this filly, so it came to no surprise when the scientist had ordered the soldiers to take care of her. The end result was the soldiers beheading the filly mercilessly, hiding her body out in the forest along with the others.

The griffins told the caretakers that she had found a family the next day.

After a long while of performing brutal experiments, the griffins had finally managed to ensure switching off the kill-switch in the fillies and colts. However they would all experience the same end result as the first filly: They would all die upon sleep, only to be revived the next morning.

And how they went about the experiments was simply grueling, seeing as how they went about it in several different ways:

One way they tried to attempt this experiment was by going through the front of the head on a young colt. This ended up lobotomizing him, and even though he didn’t end up vegetated afterward, he did become mentally retarded.

Another way they attempted this was through the jaw line. They did this experiment on a young filly, however this ended up only removing part of her jaw, never to be replaced while also scrambling her sinuses.

And then there was entering through the side of the head, which left the filly they experimented on half deaf. It’s also noted, upon the recovery of the griffin scientists journals, that no anesthetic were used to sedate her. The screams of that filly, as recorded by many of the scientist and soldiers, were mortifying.

However, in the end only seven of the orphan foals survived, which led to the griffins to experiment of the caretakers next. Not that this bothered any of the scientist anyway, as they had planned to use the caretakers in the experiment next.

They went to explain that in the foals, the kill-switch was probably never activated to be turned off in the first place, the adult caretakers however, probably already had theirs activated. They came up with the solution to deactivate it through a special hormone they had created, and thusly remove the kill-switch.

Miraculously, all three of the caretakers who went through the operations, survived.
But even though it seemed to the griffins that they had finally had found the success they were looking for, they still remained in the orphanage in the forest to keep an eye on both the foals and caretakers to see if they were right to celebrate. For a while it seemed that their suspicions were correct, and they could soon turn their experiments into a success and head back to their king with the good news; but then the griffins soon took notice of the darker undertakings of the orphanage.

At first the foals seemed normal enough playing their little games, and even creating an all together new game that the griffins had never even heard of before called “Circle you, Circle you,” but all the children were in groups then. After a while the griffin scientist and soldiers both noted that once one of the fillies or colts would separate from the group, their faces would fade into a blank smile that would then twist into a most horrid of faces that even the bravest of griffin soldiers would feel the need to cower away from. But after a while their faces would just return to that of a dreamy, blank smile, and the foal would go back to play.

Another distressing sign they noted what the haunting feeling they would get when late at night, the griffins would spot a red maned filly wondering around the halls that would often follow them. The griffins barricaded themselves in their rooms to escape from her. The next morning the griffins would always talk to the caretakers about the mysterious filly, only to have the caretakers reply back with the same answer. “We haven’t had a red maned filly in a while. The last one we had was adopted several months ago.” It was later learned by the griffins that the filly was the one that they had executed and left in the forest.

But what really had all the griffins on edge was the fact that all of the fillies and colts seemed to look as if the experiments had completely wiped their memories away. However, in reality when the griffins tried talking to them, they found out that they knew a lot more than they should. Such as an example, often times the children would ask them personal questions such as “Is it true that your grandmother left you a watch when she died?” That was just one of the questions they would ask. And the answer was always yes: Even though none of the griffins had ever talked to the foals about such matters about themselves.

After those events many of the scientist and soldier headed back home, claiming that they were showing signs of brief insanity staying at the orphanage. In the end only 4 scientist remained, but they wouldn’t stay for very long.
The war between the Griffins and the ponies had ended.
By this point in the Griffin war, it hadn’t mattered if the scientist had remained or left with the others; it had been far too late to present King Leon with their research. King Leon had died unexpectedly after having a rouge, rebellion griffin assassinated him. This left King Leon’s son, Prince Rephiam, in charge of the griffin nation, to lead the war against Princess Celestia and her pony subjects.

That would be the case, if it weren’t for the fact that everything King Leon was, his son wasn’t. King Leon was a cruel, vicious, and evil creature, who had succumbed his griffin nation down the dark path alongside him. His son, Prince Rephiam, however, was, surprisingly more merciful and a lot more manageable in peace conferences then his father. Soon, Prince, or rather King at this point, Rephiam had called a meeting with Princess Celestia about ending the war and devising a new treaty promising actual peace throughout the land.

Princess Celestia had agreed and compromised with the new King of the Griffins and together they had created a new treaty, and peace and harmony had once again settled across the land of Equestria.

Yes, peace and harmony was once again restored all across the fair land, except for one darkened forest.
The four scientists had heard tale of this miraculous news of the ending of the war, and couldn’t find any better excuse to hightail out of the accursed orphanage.

And even after everything they had done to the caretakers and foals, with tale of new peace between them and the ponies, the griffins felt they owed it to them to let them aware of their departure. So as they had started packing up their equipment and notes, the four scientists had said good-bye to the head caretaker.

However, to the horror of one, and the surprise of the rest, the head caretaker just smiled at them and asked them kindly, “Before you leave, would you care to play one last game with us?”

The three scientist agreed kindly, figuring that they owed it to the fillies and colts after the horrendous things they had done. The game that the children had chosen however, was “Circle you, Circle you”. And once all of the foals and caretakers had encircled the three scientists, and instructed them, “If you flinch, you lose…”

The one horrified scientist just heard them say that last statement and flew away faster than any one of the other scientist could say, “I don’t understand...”

The scientist who flew away never saw his comrades again. He never looked back when he flew away, but according to historians and the journal entries of this griffin, he explained that he not looking back wasn’t the reason why he never saw them again. Although, what this lone griffin scientist had implied is lost to everypony seeing as how he later admitted himself in the griffin mental institute after claiming that he continued to hear and see the fillies and colts from the orphanage.

The book slowly closed, and the last word seemed to echo throughout the room. The silence that followed was eerie and unsettling. Twilight Sparkle, who was the host of a slumber party she was having with her two friends, looked at them uneasily. Evil Lovieness and Fireworks, her two friends who attended the party, looked a bit surprised. Fireworks tried to ask if the story was over, but stumbled over the words. Evil sat a little dazed, but smiled. “Was that all, Twilight?” she asked.

Twilight shrugged and skimmed back over the book with her magic, sighing when she got to the last page. Yes indeed, there was nothing left. She reported to her friends with a nod. Fireworks sat a bit stunned.

“Wow, that sure wasn’t a happy ending.” She bit her lip. “I remember that war… Mother telling me the hardships of it, especially for a filly like her who lived in Canterlot…”

Twilight thought for a moment. “King Rephiam still rules the Griffin Kingdom, but he’s slowly aging…” The purple Unicorn stood up and turned to her assistant, Spike, who was a dragon. He slept soundly in his little bed; he didn’t seem the least bit disturbed by the story. That was probably because he got bored during the beginning and drifted off to sleep. Twilight smiled at him and levitated the book downstairs. Evil Lovieness followed her on hoof, while Fireworks flew down.

“Hey, do you think that story is true?” asked Fireworks, who was a cream colored Pegasus mare. “I’d love to visit that orphanage in the forest!” Evil Lovieness smirked.

“That would be cool, wouldn’t it?” said Evil, who was a pink Unicorn with bat wings. “I’d be like stepping back into history.” She then smirked and turned to Twilight, who was dusting off some books. Twilight turned her head to look at Evil.

“What?” she said in a voice that indicated she wanted to know what Evil was smirking about. Fireworks stared blankly at Evil, not quite sure what to expect. Evil finally spoke up:

“I was thinking…how about we go hiking tomorrow? We could see if the legends are true…” Evil’s eerie smile made Fireworks grin, too. She nodded. Twilight seemed to consider this, before sighing. The girls both looked at her with confused expressions. She turned to them and tried to smile.

“I suppose it would be…interesting to see.” With that, both Evil and Fireworks jumped in the air and grinned wildly. Twilight rolled her eyes and shook her head slightly, before eyeing the staircase.
“We can do that tomorrow.” She nodded and walked to the stairs, taking a few steps up. “It’s late, and if we’re going to go hiking, we need some sleep.”

Fireworks looked at Evil and shrugged, then she spread her wings and flew upstairs. Evil Lovieness walked after Twilight. Fireworks settled in the spare bed that was made for Evil and herself, and yawned. Evil got in and lay down, pulling the blanket over her. Fireworks closed her eyes and slept, whilst Twilight crawled into her bed. She stared up at the ceiling for a few moments, some scenes from the book flashed in her head: The foals who had the operations, who were bandaged up so much you could barely see any of them. The pony with the red mane who had been beheaded. Twilight tried to shake these brutal thoughts from her mind, and she finally drifted off to sleep.

The very next day the three mares, and baby dragon, had started trotting along the boundaries of Ponyville, just barely reaching the Everfree forest. A mixture of fear, excitement and anticipation ran through the strange party as they ventured into the Everfree.

“I don’t know about this Twilight… I mean from what you told me about the rest of that story,” Spike voiced out his fears about this plan. He was debriefed about the plan and the rest of the story that he had missed once he was awake and had found Twilight preparing for a hike, Fireworks looking through the book from last night with a worried expression on her face, and Evil Lovieness flitting around excitedly around the room using her bat wings to make her, quite literally, hover with excitement.

“I know it seems dangerous, but the war happened quite a while ago, Spike. The griffin scientists probably thought they had cured death, but what they probably did was create a horrible malpractice of lobotomizing those poor orphans. They probably didn’t survive after all, and the idea of it being haunted is probably because of the rumors from the last scientist to leave. I even have my doubts that the place is still standing!” Twilight Sparkle explained, clearly at ease with the whole idea, but not so at ease at traveling around the Everfree Forest to search for this place.

“Well hopefully it is!! EEEE!! How awesome would it be to write a book about it?!” Evil said with huge amounts of delight, never once taking in any possibility of danger from the journey.

“Oh, even better what if they made a song to immortalize it even more so?” Fireworks offered.

“Hey, yeah! And it can be sung in the foal-like creepy way!” Evil added on.

Twilight just rolled her eyes in a bemused manner and simply giggled along with her friends.
“See, Spike? Already it’s nothing more than a fable. A legend. Nothing to worry about.” Twilight said calmly to the still worried dragon that was hitching a ride on her back.

Spike was still pretty unsure, but decided to roll along with it anyway, mostly because he was just as curious to see if this place had indeed existed, but he would leave the stories following behind it for their word.

For the most of the walk through the Everfree Forest, it was actually quite calm, and surprisingly very little spooks or dangers had presented themselves. Making this journey the easiest walk through the forest the gang had ever dealt with. Even Twilight had to admit that, even when she took leisurely trips to Zecora’s hut, there was always at least SOMETHING that would spring up at her.

“Well if the orphanage does exist, which I’m not saying it does!” Twilight recovered quickly noticing the similarly excited faces light up in both Evil and Fireworks. “I would have to admit that I can see why they would choose this path to this certain area of the Everfree. Everything seems totally peaceful here.” Twilight noted.
Spike stretched his arms taking in his surroundings.

“Totally! I mean, this place isn’t half bad once you get used to it.” Spike said calmly, forgetting about his past fears.

“Yeah, you have a point there… Maybe it’s REALLY because… WOAH!!” Evil stopped midsentence, tripping over something and falling face first into the dirt.

“Evil!” Fireworks cried out. “You okay?” She asked, flying over to her aid.
“Yeah,” Evil replied, spitting out a mouthful of dirt. “I guess I didn’t see that I was walking over…”

“Tracks!?” Twilight exclaimed, rushing over to both of them examining the ground that Evil fell on.

“Tracks? How is that even possi--” Evil stopped speaking midsentence again, looking at the ground below her.

“Woah, those are tracks! But they look like carriage tracks, and… Uhh… What kind of tracks are those?” Spike asked Twilight, examining the indents in the ground with mild interest.

Though the question was directed to Twilight, the other two mares couldn’t help but take a further examination to the ground, but experts in the field of tracks, they were not.

Twilight however had studied on how to identify tracks many times before, so she, in a sense knew what she was doing. However once she identified the tracks, he jaw dropped from the shock of what these tracks belonged to.

“These are griffin tracks!” Twilight exclaimed.

“Seriously?” Fireworks asked, looking up at Twilight.

“I’m most certainly positive about that.” Twilight confirmed, nodding her head.

“And it looks like they lead to…. That way!” Evil said, pointing towards a darker path into the forest.

Spike and Fireworks gulped at the darker passage way after getting so used to the lighter part of the forest.

“You sure about that?”

“Evil’s right… The tracks lead straight that way, but if that’s the case then that must mean…”

“That’s where the orphanage is!!” Evil finished for Twilight. However, where Twilight was using a practical, note taking tone, Evil’s was just out of pure excitement.

“In theory, I suppose so. That is if the place still even exists.” Twilight said, trying to calm Evil’s ever excitement, and Spike’s and Fireworks’ ill ease about it.

“Well, we’ve come this far, might as well see it all the way through.” Fireworks said in a daring tone, stretching her wings out ready to fly down the darker part of the forest.

Evil Lovieness just smirked at her.

“Race ya!” She exclaimed, trotting along the path as fast as she could, angling her wings to give her more momentum.

“Oh, you’re on!” Fireworks said, flying after her as fast as she could.

“Girls!” exclaimed Twilight at their nonsensical behavior. Sighing in defeat, she called Spike over, who quickly climbed aboard the purple unicorn, eager to catch up to the other two. Twilight ran as fast as she can to catch up, keeping a keen eye down on the ground to make sure she was heading off in the right direction.

The further and further she galloped into the darker part of the forest however; she started taking notice of the bigger differences between this part of the forest compared with the rest of the forest so far.
For one thing the trees were exceptionally taller than any of the other trees Twilight has ever seen before. And the whole atmosphere around her looked like a grey fog blanketing her vision every third tree ahead of her. There also seemed to be a noticeable absence of any and all creatures lurking in the forest, whether they were dangerous creatures, which she was thankful not to come face to face with, or harmless little critters that could’ve tried to alert her, or any other pony to leave this place; Since it was obvious that this part of the forest was void of life for quite good reasons.

What she also took in from running through the forest were these odd misshapen tree stumps. Some looked as tall as an average, or smaller, pony’s body, other looked even smaller, and looked rounder than normal tree stumps should look. And thanks to the density, darkness and fog of the forest, she could even tell what kind of trees they used to be.
Finally, her running had paid off when she spotted two familiar pony figures not too far off in the distance.
“Fireworks! Evil Lovieness!” Twilight called out to them, and was relieved to see the two figures turn their heads her way.
“Hey! There they are Twilight, maybe they found the place!” Spike said, for some reason sounding excited about the idea when he was unsure and terrified moments before.

“Don’t run off like that again, you two!” Twilight said after finally catching up to them to the point where they were all together again. “None of you knew what was just beyond those tracks, sure this part of the forest seems utterly lifeless, but you didn’t know that! What if some…” Twilight stopped dead her tracks from her speech when she saw what the pair of devious ponies were previously staring at.

It was an old, run down building. The windows looked boarded up, and it seemed like it was working on real miracle that the building was even still standing. There seemed to be only one visible door that looked like it hadn’t seen the use of a lock in a long time.

But that’s not what had Twilight’s jaw drop at the sight.

No, what really had her shocked was that, right in front of the building, there was a sign. A sign, that read; “Everfree Smiling Sun Orphanage”.

“This is the orphanage!” It was Twilight’s thoughts, but Evil was the one to voice them out.

“So it does exist?” Spike said behind Twilight, sounding both nervous and full of anticipation at the same time.
Twilight could only make herself nod, feeling a strange sense of fear from the place where nightmarish torture had taken place.

“It would appear so, Spike.” She managed to speak out.

“So what happens now?” Fireworks asked which did seem like the perfect question to ask. They had made it all the way out here, but for what purpose? Just to see if this place had actually existed? Or did any of them actually plan to discover if the rumors haunting this place were actually true?

“Now? I say, we head inside and check the place out!” Evil said, flittering her wings yet again, racing towards the door.

“Wait, Evil, DON’T!!!” Twilight called out, along with Spike gasping in shock calling out for her too, as well as Fireworks shouting her name to stop.

But by that point it was too late, the tip of her reddish, pinkish, hued tail slipped inside the dilapidated building seconds before the door closed behind her.

Inside the building Evil, immediately regretted her head strong decisions to rush inside without thinking first. Mostly because the place was so dark that she could barely see her nose in front of her face. Not only that, but the moment she galloped inside, and the door closed behind her she was met with the foulest smell she had ever inhaled in her entire life. She had no idea what the putrid odor was, or how long it permeated the building, all she knew was that it was there it was horrible!

But what really gave it a creepy vibe was the fact that, though the windows were boarded up from the outside, there were still huge gaps for light to filter through the cracks in the windows. And although it wasn’t exactly the brightest of days outside at the moment, it was still light enough to actually see what was ahead of you, but in here… There was nothing but absolute darkness, and it frightened her to the very core of her being.

“Oh duh!” Evil Lovieness said, after clonking her head with her hoof after remembering a spell she could use to help with the darkness. And after mere seconds her horn had started to illuminate and Evil could finally see what she was faced with.

So far it didn’t look too frightening, just a very, very, dark hallway with numerous doors. She approached one and tried to open it, grunted when she couldn’t seem to even budge the door a little bit.

“Locked? But how?” Evil questioned, not even verbalizing her other question of why lock these doors.
She walked slowly down the hallway, noticing that this building felt more like a maze then it did an orphanage; every once in a while she would try opening another door only to discover that they were all locked.

Finally she reached what seemed to be the end of the hall way, and she almost turned away from the seemingly dead end if she hadn’t noticed the presence of a new door there. But once again, she almost ignored it entirely, seeing as how every door in this place seemed to be locked. She almost ignored the door, if it weren’t for the fact that she noticed a difference between this door and all of the others.

Where the other doors were a normal brown wood color, this door had red wood. It was a bright red color too; almost reminded her of the coloring of her crimson red bat wings, or the red streaks in her mane and tail.

Hesitantly, Evil decided to give this door a try and reached out a hoof to open it.

To her surprise, this door was unlocked.

She opened the door softly, and slowly, swallowing the small bile of fear that had formed in the back of her throat that even she didn’t realize was there.

Looking inside her eyes practically popped out of her skull at what she saw.
The room behind the door was actually the brightest room in the building, and though it was strange to say it, it was actually pretty homey and welcoming. But that’s not the reason why she was so surprised; what had surprised her so greatly was the presence of the ponies residing inside.

There were 7 fillies and colts, and 3 adult ponies for a grand total of 10 ponies altogether. And she noticed that once she opened the door, all of them had paused whatever activities that they were doing and just looked over at her.
They all smiled kindly and warmly at her.

Unfortunately, Evil couldn’t return such warm expressions since her face was twisted into that of horror!
Several of the children had bloody bandages arranged in several locations on their body, as well as some of the adult ponies, that Evil assumed were the caretakers mentioned in the book. There was on filly who was missing part of her mane, and had a bandage wrapped around her head, folding one ear over, while the other seemed like nothing more than a bloody stain on the bandage.

There was also another colt who had a bandage wrapped around the circumference of his head, covering one eye that seemed to be nothing more than another bloody blotch.

There was even a filly who looked like she lost a limb, but was still smiling oh so sweetly up at her.
What made things worse was that it wasn’t just the blankly ignored injuries that these ponies had, or the fact that they might as well have sung to her that they were the test subjects from the griffins horrible experiments. It was the fact that they all looked like several ponies she knew from Ponyville!

The three caretakers looked a lot like the Cakes from Sugarcube Corner and the school teacher, Miss Cheerilee. The only difference was that they looked, off somehow. For instance, all of their coats seemed dull, and their manes and tails seemed… Unkempt. Like they hadn’t brushed it in years! And most disturbing of all was the fact that instead of their respectable Cutie Marks, there were distorted images of red waves.

The children were even worse! They looked like all of the school house fillies and colts, including Scootaloo and Sweetie Belle, Diamond Tiara and Silver Spoon, Pipsqueak, even Snips and Snails. Though Snails was the one with the bandage across his eye, Sweetie Belle the one to be missing an ear, and Scootaloo was the one missing a limb.

They, too, looked off from the friendly, healthy and WHOLE ponies she knew to be back in town. Their coats were dulled down to an almost fake color, and their manes and tails looked like they have never even seen a comb before. And worse yet, on each of their flanks there were strange markings of “X’s”

“Would you like to play with us?” The NOT-Cheerilee asked her.

Then suddenly, something clicked inside Evil’s mind.

In the book it said that the last griffin to leave this place alive said that his co-workers had stayed behind to play, and that he never saw them again. He rejected them and he lived, while those other griffins… She gulped at the thought…Died…

Which meant that if she were to “play” with them…

Quickly she backed out of the room, practically stammering.

“NO!!!” She finally managed to exclaim.

Once she cried out her response, the door closed shut in front of her, and she dared not open it again.
Instead, she trotted as quickly as she could away from the door, and back towards the entrance from where she came from. She was only left with one problem… She had no idea where she was going!

Except for that one door, all of the doors in this place looked the same to her; she had no idea which door was which or even if they would open to her command this time.

She tried her luck at opening one door, and felt her stomach twist and her breath catch in her throat.
The door she had opened had not let her outside, but instead towards a horrible room, with a medical table stained with blood, with matching blood stains on the ground below it. There were also shelves that held jars of “parts” floating around in them and thanks to a fine layer of dust and ill lighting; she couldn’t tell what was what.

Slowly, she backed away from the room, her tail between her legs, trying to hold down the contents of her stomach.

That was when she heard somepony else’s hoof steps.

They were light, and faint, but even Evil could tell where they were coming from, and who they belong to. They had to belong to a filly or a colt, judging by how light they sounded. And they were coming from the direction of the hallway where the red door was.

Terrified at the idea that one of the fillies from the room had decided to punish her for refusing to play their game, Evil forgot about the room and ran as fast as she could to avoid the thought of slaughter from any of those fillies!
But no matter how fast she ran, she could still hear those little hoof steps growing closer and closer. The very thought of it made it difficult for Evil to breath, her heart pounding so loud with both the hard work out, and the sheer fear she was feeling: Her eyes felt like they were flooding to the point of a blurry vision on Evil’s part.

So closing her eyes, allowing the tears to flow freely in fear, she focused on all of her magic to opening all of the doors, hoping that she could find the one that’ll lead her outside of this death trap!

Opening her eyes, to her horror, all she ever found were more and more rooms that was just as bad as the second one she found!

Her breath was coming out ragged, at her tear filled eyes blurred her vision badly, and her heart felt like it was just ready to burst out of her; and yet she stilled powered through running down the halls, hoping beyond hope that she would find the door out of this nightmarish place. But all the while she still heard the light trotting of hooves behind her.

In an act of desperation, she light up her horn once again, letting the magic charge up and work its way to her wings. She leaped into the air mid running stride and started flying down the halls, hopefully, us with the aid of her magic, at a higher speed than what she can normally accomplish.

Since she was born a unicorn, and her wings were merely there of a genetic mutation, they could only give her a top speed of 3.4 wing power, which wasn’t all that fast. But hopefully with the spell she just casted, it would help gain a little more speed.

But it was taking its toll on her; both physically, and mentally.

So closing her eyes shut, she braced herself and went through the closest door she could manage to crash into, and quickly shut the door.

Once she opened her eyes however, she quickly realized two things: The hoof steps had finally been silenced, but she was still not outside with her friends. For one thing, she could feel that she was sitting on a hard wooden ground; defiantly NOT the dirt covered walkway up into the orphanage. Another thing she noticed was that it still really stinky in some foul, unknown odor that she had still yet to identify. Then there was the more obvious fact that whatever room she was in was completely pitch black.

She really didn’t want to light up her horn, she would’ve been fine not knowing what lay in this room; but considering the alternative to staying in one spot in total darkness, she had no other option. Evil lit up her horn yet again, only to gasp and scream in horror of what lay before her.

There was another medical table, but this one looked like it was still dripping with fresh blood. There was a try covered in rusty, bloody tools that didn’t look like any medical equipment she’s ever seen before, and they were accompanied by several strips of dirtied and bloody bandages. On the medical table which really had Evil Lovieness’ stomach churning was that there was two, completely mutilated, bloody pink masses of goop; one was fairly large, the other a little bit smaller. It didn’t take too long for Evil to figure out what they were.

“Those are…. Those are the fillies and Care takers’… B-b-brains…” The thought had finally sent Evil on edge and she could finally take no more of this torture.

Kneeling down, she presumed to vomit the entire contents of her stomach, while sobbing the whole time. She sobbed for herself for being so stupid as to rush into this place without thinking, she sobbed for the poor ponies that had to endure this kind of horrible torture because they didn’t know any better, in the end, Evil just sobbed for downright everything.

Then she heard a noise.

It was the noise of a door opening quite slowly, but not quietly as it squealed on its hinges in protest.
Standing up quickly, her tail securing itself between her legs, Evil turned to face what was searching for her. In the process she accidentally step in her own upchuck, but barely had time to process the thought since she was consumed with an all too raw fear.

The first thing she saw was a bright red mane.

“A-Apple Bloom?” Evil asked, true she didn’t know the filly all that well, but she knew enough about her to know that she had a red mane.

But Evil didn’t need to step closer to the red maned filly in front of her to know that this was defiantly NOT the little farm filly.

For one thing, last she checked, Apple Bloom was a bright sunny yellow, this filly was a pale snowy white, and her mane was more of a coppery red than Apple Bloom’s apple red. Not only that but her mane was flat strait and stringy, and incredibly long; it covered the majority of her head and face.

There was also her tail that was equally as long, and strait, and stringy, but the only difference was that it looked a lot dirtier. Like her tail grew and grew on the forest ground.

“Wh-wh-who are you?” Evil stammered, walking slowly towards the little filly, bowing her neck down to try and catch a glimpse of her face. She placed a reassuring hoof on the little ones shoulder and asked another question. “Are you lost like me?” She asked, trying to find the little filly’s face.

Finally she looked up to face Evil full on, and Evil could barely contain her fear and her screams.

The filly’s head was nothing more than a dark shadow twisted into a truly demonic version of a pony’s face. The eyes were nothing more than empty vortexes with soul sucking dots of a deep violet light in them. The mouth looked like somepony tried to make a mouth on a doll by ripping the fabric into two, and it emanated a terrible growl as it spilled out more shadows that were crawling their way over to Evil.

Evil tried to flinch and run away, but found herself frozen stiff from fear. She had started hyperventilating, cold sweat pouting out of her the closer the filly and the shadows got.

Once she felt the terrible stinging coldness wrap around her throat did she realize what her hesitance had caused her.

“NOOOOOO!!!!!” She cried, screaming and screaming, trying to thrash out of her imprisonment, but to no avail.
Crying her eyes out, she looked into the face of the dead filly again, trying to find some form of the ghost of who the filly once was, but failing.

Once she felt the tendrils tighten around her neck, she allowed the tears to spill down her face and let a primal scream escape her throat before her world became engulfed in a warm, thick, liquid pain for several seconds, then everything she ever knew had turned into a world of all encompassing darkness.

One that she could never hope to escape.

Her face forever stuck in a look of pure terror, being surrounded in the ever growing pool of blood from both her separated head and her limp, useless body.

Fireworks stood by the door, anxiously awaiting for her friend to return. She glanced over at Twilight, shuddering. “D-do you think she’s ok?” her bright pink eyes turned back to the door.

Twilight shifted on her hooves nervously, sucking in a deep breath of air. “Of course…I’m sure she’ll be out soon.” Twilight flashed Fireworks a fake grin. The yellow Pegasus pony stomped her hoof.

“Ugh, I can’t take this waiting anymore! What if Evil’s lost in there? What if she’s trapped!?” Fireworks became frantic; she couldn’t stand seeing any one of her friends in danger. Spike nervously walked over to her and rested his claw in her shoulder reassuringly.

“C’mon, Fire! I’m sure she’s fine!” he said with a smile. Fireworks snorted at him ignorantly, and turned back to the door. She eyed it nervously. She was becoming more and more curious by the second. She was generally a very nosy mare, and like to know what everypony else was doing most of the time.

“I’m going in.” Fireworks said, standing up straight and placing her hoof on the doorknob. Twilight’s eyes filled with horror and she reached out her hoof to touch Fireworks’ shoulder.

“Fireworks, you can’t!” Twilight shook her head quickly. Fireworks rolled her eyes and stared at Twilight.

“Why not? Evil Lovieness is in there and if you said she’s so ‘fine’ I’ll be too!” Fireworks turned her head back to the doorknob and flung open the door. Twilight stepped back and so did Spike. “A-and besides…if she’s in any real danger, I’ll be there!” The mare took a few steps into the building and looked around. It was so dark. She could barely see a thing. To add to that, she smelled an awful odor that made her gag.

“M-maybe they’re right…maybe I should wait outside.” Fireworks proceeded to turn back to the door, only to find it shut. She lifted her eyebrows in surprise and grabbed the handle in her mouth, she pulled, but it wouldn’t open. Fire flapped her wings and grabbed the handle with her hooves, twisting it back and forth, this way and that, but to no avail. She landed on the ground, wiping a bit of sweat from her face.

“Oh, come on, Fire…” she turned around. “Don’t be a wimp…” She looked around, and walked over to the wall. “Maybe I’ll be able to see better if I open a window…” she felt her hoof along the wall until she felt the tell-tale feel of blinds. She grinned and found a rope, then pulled it. The blinds went up and light filtered into the once dark hallway. It was odd though, because on the other side of the window, all Fireworks could see was pure whiteness. She cocked her head and shrugged, then looked down the hallway.

She saw a few doors. Doors that lined the sides of the hallway. Each one was a dull gray, but what pricked Fireworks’ curiosity was the one at the very back. It was a wooden red door. It seemed a bit out of place in the corridor of brown doors, but Fireworks ventured up to it anyhow. Grinning, she placed her hoof on the doorknob and turned it, the door opened.

“Aha! Maybe Evil’s in here!” the creamy mare took a few steps into the room and gasped. Before her were seven fillies, and three adult ponies. They had bloody bandages wrapped around their heads. Some were missing an ear, or a jaw, or one of their legs. But they all smiled kindly at Fireworks.

“Hello!” said a familiar squeaky voice that Fireworks knew fairly well. She turned to what looked to be Sweetie Belle, except she had lost an ear and her white coat was duller than it usually was. She had a strange “X” on her flank. As Fireworks scanned the ponies, she realized they all did. She turned her attention to Cheerilee, who had a scar on her right cheek and seemed to have a dirty, unkempt mane.

“C-Cheerilee? What are you all doing here!? And why do you look so…” Fireworks looked to “Scootaloo”, who was staring at her with a cheery smile that Fireworks had come to love. She knew Scoots rather well, but this time, the butter-colored Pegasus didn’t smile back. “Horrible!?”

“Cheerilee” cocked her head. She didn’t seem to comprehend the question. Fireworks looked at her, but before she could ask again, a white foal with brown spots interrupted her train of thought.

“Would you like to play with us?” asked who Fireworks had identified as Pipsqueak. She didn’t know him too well, but well enough to recognize him.

Fireworks pondered his question for a few moments. Should she play with these fillies and colts and their caretakers? Should she play their little “game” with them? Perhaps so, these were, after all, living creatures like herself. It melted her heart to see foals and fillies in such poor condition. She might as well make their day!

The Pegasus mare nodded at Pipsqueak. “Alright!” She walked further into the room, smiling shyly at everypony. She knew perfectly well these were undead ponies, but they made a strange atmosphere around Fireworks, an atmosphere that felt peaceful. She turned to Pipsqueak. “What do you wanna play?”

A filly who looked like Diamond Tiara smiled at Fireworks. “Our own little game called ‘Circle You, Circle You’.”
Fireworks’ eyes widened at this name, and suddenly she remembered the passage in the book Twilight had read. It had said that this was the name of the children’s game, and now Fireworks’ atmosphere of peace had been destroyed, and was now replaced with one of fear and dread.

“Umm…on second thought, I’d better be go--” just as she turned to leave, she was stopped by a pony who looked like Mrs. Cake, but had a bandage wrapped around her head, but Fire could still see her muzzle and one of her eyes. The pony shook her head, with a little bit of dust flying out of her mane.

“NO!” screamed the pony in a demonic manner. Her eyes flared with anger as she herded Fireworks backwards. Sweetie Belle, Diamond Tiara, Snips, and Scootaloo glared at Fireworks as she was pushed back to the position where she was standing moments ago.

Fireworks’ face grew hot with fear as she stared at the foals. Now, she realized, she had made a terrible mistake by coming in here. “Where’s Evil Lovieness!?” she asked with a growing tension in her. The ponies paid no attention to her question as they seemed to encircle her. Fireworks flopped her ears down momentarily as she stared at the ponies that made a circle around her. She had never been so scared in her life.

Silver Spoon, who’s entire face except her nose and eyes were covered, smirked at Diamond Tiara, who walked up to Fireworks. “Now, sit down, and don’t flinch!” she then stepped back to her spot in the circle.

Fireworks, who’s eyes were full of tears recalling how these were the same words the foals in the story had told to the griffin, shuddered. But she timidly lied down.

Almost all light in the room vanished, and the circle grew tighter around the helpless Pegasus. The ponies’ eyes seemed to glow blood red. Fireworks wanted to scream at this point, but she was frozen in fear. A single tear rolled down her face. Now, all the foals and caretakers slowly walked in circles around her. But what made Fireworks’ blood run cold, was the chant they sung:

“Kagome, Kagome, the bird in the cage,
When, when will you come out?
In the evening of the dawn, the crane and turtle slipped.
Who stands right behind you now?”

Fireworks stared blankly at the floor. She hadn’t the slightest idea. She only wanted to go home. Fireworks dared a glance up at one of the ponies, she couldn’t tell which one it was because it was so dark, and her vision was blurred from the tears in her eyes. “I…I don’t know.” She managed to squeak out.

She suddenly felt a sharp pain in her back, her wings spread open and she screamed. It was the worst pain she’d ever felt, she turned to see Snails, who was holding a knife in his mouth. The tip of the knife was covered in blood.

Fireworks looked at her back, there was a cut that went across her back and down her left wing.

Fireworks began hyperventilating. Her eyes filled with tears and she let them spill out. The pain was unbearable. She peered up at the filly in front of her, she thought it was Scootaloo, but she couldn’t tell for sure. “WHY ARE YOU DOING THIS!?” Fireworks yelled at the top of her lungs. Suddenly, a bit of blood trickled out of her mouth. The filly just smiled innocently at her. The circle began to move around again as Fireworks groaned in agony. The chant only worsened her anger and pain.

The circle stopped moving and Fireworks looked up into the eyes of Silver Spoon, who glared at her. “You…can’t…do this…” Fireworks said slowly. She coughed up more blood. Suddenly, she felt a stab of pain even more horrible than the first. She shrieked again and tried to stand up, but her strength was gone. She fell right back down. Her vision became blurred as she wailed in pain. She tried to stand up again, but this time, she succeeded. She felt a sharp pain in her back, her spine was almost broken, she was sure of that.

Fireworks yelped as she was tackled down by Cheerilee. She heard a snapping sound. The moments after that were filled with screaming and wailing and coughing up more and more blood. Fireworks was losing her battle for life. She closed her eyes and hoped that she’d be brought to a warm, happy place. Or perhaps wake up to find this was all a dream.
She suddenly felt a throbbing in her head, and life as she knew it ceased to exist. Blackness enclosed her lifeless body and she made her way to eternity.

Twilight and Spike stood just outside of the now foreboding looking building in front of them. Neither of them knew just how long they waited for either of the other companions who went inside prior; if they had to guess, though, they would round up to several hours. They were both feeling two different kinds of emotions thrashing them from the nerve retching wait: Spike was feeling several different levels of fear and paranoia, Twilight on the other hand was starting to feel impatient, agitated, and, although she would never admit, frightened. Even IF it turned out that Evil Lovieness was in trouble or something, it should have taken Fireworks this long to locate her.

“That’s it! I can’t stand the wait anymore! I’m going in after them!” Twilight announced, trotting her way to the entrance, a panicked Spike trailing right behind her.

“What?! You can’t go inside there! What if they were both right and this place is dangerous?” Spike tried to reason out.

“All the more reason to go in and investigate. I can’t just leave them in there to be on the threshold of danger!” Twilight argued back, but then calmly composed herself once again. “Besides, they’re probably just trying to pull our leg and set up a prank.” Twilight explained, trying to ease the dragon’s fears.

But by judging the look on his face, it seemed that Twilight was unsuccessful in trying to convince him.
“Alright how about this Spike; I go in and go look for them, if I’m not out by thirty minutes, you can come in and try and “rescue” us, alright?” Twilight proposed. Spike seemed to think extremely hard on her offer.

“Alright, but the moment your thirty minutes is up I’m going in, and I don’t care if you were just heading out.” Spike said stubbornly.

“Deal!” Twilight said more enthusiastically then she really felt, sticking her hoof out in agreement with her assistant. Spike held out his claw and gripped her hoof in it. Shaking on it, Twilight started back towards the door again, slipping inside rather easily, but grimacing, once the door shut firmly shut behind her.

She tried opening the door, but was shocked, and even a little but terrified to learn that the door was locked shut.

“But it was open just a second ago!” Twilight exclaimed, and then tried stomping the door with her hoof, calling out for Spike. He never answered.

‘Okay… either this door is thicker than I thought, or…’ Twilight refused to have any such troubling thought invade her mind. But either way, it was very unsettling that Spike didn’t come rushing to the door when she was calling out for him, especially with how wound up he was with her entering this place.

Once she decided that the door was useless now, she decided that she might as well investigate the building. However, once she turned her back to the door, she was met with the foulest odor she had ever smelt in her entire life, and what was worse was that she smelt it all in one heavy force, making her choke and gag from the putrid smell.

“Oh, jeez! What IS that smell? And where is it coming from?” Twilight asked, trying to look around but having the hardest of time seeing anything, since the inside of the building was so dark. She could barely see a thing in front of her.
Without even thinking, Twilight lit up her horn, wincing as the smell invaded her senses again. What she saw was an impressingly long hallway, with one side covered with doors, obviously leading to several different rooms and such. On the other side were what Twilight could only assume were once windows, but were boarded up with planks of wood. This both intrigued and confused her seeing as how the outside of the building also had boards nailed up, but it was messy and didn’t show any signs of other boards on the other side. Not only that, but where there were cracks, no light was being let in, even though it should have at least let in a sliver of dying light in.

“Fireworks!? Evil Lovieness?! Where are you?!” Twilight called out in the, seemingly abandoned building.
Looking at one of the doors, Twilight figured she might as well see if they were in there, but no matter how hard she tugged, the door was firmly locked in place.

“Well if they’re not hiding in these rooms, then where are they?” Twilight asked, now getting very frustrated.
Trotting down the rest of the hallway, she finally found something out of the ordinary; a bright red wooden door.
Biting her lip, Twilight debated whether or not she should try this door, since none of the other doors she tried would budge. But then again, how would she ever truly know the whereabouts of her friends if she didn’t at least try?

Carefully opening the door, Twilight’s jaw dropped to the floor with a thud when she saw what was waiting for her on the other side: She was expecting either Evil or Fireworks to be dressed up in corny zombie make-up, with possibly the rest of her friends yelling out at her while having a good laugh, or even popping out with Rainbow Dash or Pinkie Pie to frighten her with an extremely elaborate prank, but she wasn’t expecting this!

The room was actually very well lit considering the rest of the building, and emitted an alien homey feeling at first, but once Twilight really saw what was inside, her insides churned.

The room was filled the school house fillies and colts, including the Cutie Mark Crusaders, although Apple Bloom seemed to be missing, as well as Snips, Snails, Diamond Tiara, Silver Spoon, Twist, and even Pipsqueak! There were also three fully grown ponies that Twilight immediately recognized; Cheerilee, and Mr. and Mrs. Cake.
But that wasn’t what had Twilight’s nerves on edge and her mind reeling from horror, what had her going was the fact that these may look like her friends from Ponyville, but in a way, they looked nothing remotely like them!

All of their coats and manes looked dulls and extremely unkempt. Like they all lived and grew up in the dirt for their entire lives and never managed to even brush their mane or tail. And once she had the door opened wide, they all stared at her like she was the greatest thing that they have ever seen in their entire life.

But none of their off appearance was the worst part; no the worst part was that almost all of them had some kind of bloodied bandages covering them.

Sweetie Belle looked like she was missing an ear, with a bloodied bandage covering it up. Silver Spoon had a bandage running around half of her head. Snails looked like he had a bandage covering up one side of his face with a bloody stain right above where his eye should be. Scootaloo was even missing a leg! Cheerilee and the Cakes looked none too better with bandages covering the top of their heads as well.

But what was worse was the “cutie mark” they had on their flanks.

Each of the fillies and colts seemed to have a vivid red “X” on their flanks. Even the ones Twilight knew for a fact already had earned their cutie marks, seemed to be missing them in replacement for the “X”; while the adult ponies seemed to have a reddish wave pattern where their respectable cutie mark should’ve been.

“Would you like to play with us?” A voice from one of them, she suspected “Sweetie Belle”, asked.
It took Twilight a long while to figure out the young one’s words, but once she did her mind was swimming in a fit of uncertainty. Dare she accept their offer, and discover the fate of the griffins that were never heard from again? Or does she decline the offer, on the extremely slim chance that she could find her way out, hopefully finding Fireworks and Evil along the way and leave this place?

Her head was debating so strongly she couldn’t help but blurt out three words: “I DON’T KNOW!!!”

That, Twilight discovered, was the wrong answer.

Pretty soon all of the ponies faces in the “play” room had started to look cross and angry, and it seemed the more angry they got, the less and less they looked like the ponies she knew. Snips and Snails coats started changing into darker colors while their manes turned a disturbing shade of blue. Scootaloo’s mane had started growing and shifted from purple to yellow, and her coat turned into a dirty white. Even Diamond Tiara had started to change, her mane and tail growing and her mane turning green while her coat turned black. Even Mrs. Cake had started changing into darker colors, with her pink mane turning into a deep, ugly shade of red, while her coat turned black. And what was worse was that all of their eyes started glowing black with dark blue smoke emanating from the sockets, and their mouths shifted, looking more like a ripped open mouth on a doll than any normal mouths.

Then they started yelling at her.

“Decide. Decide! DECIDE! DECIDE!! DECIDE!!!” Louder and louder their yelling grew, as they advanced towards Twilight, each of them changing even more so to completely different ponies.
Screaming on the top of her lungs Twilight quickly closed the door as hard as she could, hoping that she could at least buy herself some time to try to escape.

But the moment she turned around, she stopped dead in her tracks.

In front of her was… Was… She couldn’t even bring herself to comprehend what was in front of her!
It was too simplistic to say that what was in front of her was a monster; mostly considering that it’s form shifted every so often in many different forms that made the fear in Twilight bloom exponentially. What was in front of her was every foe she had ever faced in the past right before her eyes, except… Except they seemed even more twisted and demented then before. Before she remembered each of them frightening to the extent of being threatening, but never something that had frozen her to the spot with blood curdling fear.

The beast in front of her looked like some horrible collaboration of Nightmare Moon, Discord, Queen Chrysalis, and even King Sombra!

Twilight could barely comprehend the situation unfolding in front of her. The… Monster, since what else could she call it? Every single name that the thing tried to imitate? No, the monster was blocking the entire hallway, trapping Twilight between the creature and the door with the demented ponies inside, it was a wonder why they hadn’t tried opening the door and try to grab her already. Or did they know about this… Thing in the hallway?

Twilight closed her eyes, hoping to think clearer to find a way out of this situation, but all she could see where the horrible faces of the ponies in the room, and horribly vivid scenes, played out in her head of what could’ve happened to either Fireworks or Evil Lovieness… They were both right. This place was real, and the experimented ponies were real, it was all real and Twilight could hardly stand any more of this madness anymore!

“You are, without a doubt, the rudest pony I have ever encountered.” A horrible voice called out, but Twilight couldn’t tell if she was hearing it through her own ears or if the voice manifested itself inside her own head. Either way, Twilight was frightened by the voice, and what was worse was the fact that, though her eyes remained closed, she knew it came from the creature that was still in front of her. She knew this because it sounded like all of her old foes voices mixed together, to be held together by a single, notable dark voice she hadn’t heard before.

Looking up, finally opening her eyes, she saw that the beast was looking down at her with, either disappointment or disgust; it was very hard to identify. Especially seeing as how right now it looked like a twisted version of Nightmare moon, but it looked like her hooves had mutated to look like a changelings hooves, plus her eyes looked disturbing like Discord’s, if not for the purple smoke emanating from them to go along with her darkened mane, making it look more like a blackened night sky then it was originally.

“Wh-what?” She asked unsure of her words.

“Everypony else at least has the smarts to address me. I would’ve thought to you of all ponies would at least of some understanding to follow the rules.” It explained very vaguely, it’s form now changing from Nightmare Moon to Discord, but this time he held Changeling wings, his eyes looked exactly like Sombra’s, and every single animal part on him looked like it had been mixed with black.

“Everypony else?! You mean… Where are my friends?!” Twilight shouted, fearing the worst already, with barely a thought to wonder where this sudden fear came from, never has she been terrified. She understood being afraid for her friends, but she feared for her friends before, and not once has she ever experienced fear this raw.
The creature just laughed, now turning into Sombra, but his mane and tail started to look like little stars where shimmering in it, his horn and eyes looking exactly like Chrysalis’ expect for the fact that one of the eye’s irises looked smaller than the other, and his armor looked… Mismatched and oddly colored.

“I wouldn’t worry about your friends anymore Twilight Sparkle,” It’s voice still sounded like a mash up of five different voices, but even Twilight could tell that it had started mocking her. “The one pony you should really worry about now,” While it continued speaking, Twilight tried to fire up her horn to attack it, but the moment she tried, something sharp and strong attached itself to her horn, sending a shock wave of pain all throughout her body, stopping any kind of magic to escape her horn.

“Is yourself.” The creature laughed again, now changing into Queen Chrysalis, but with Nightmare Moon’s eyes, and Sombra’s armor, as well as her hooves growing mismatched claws, and a giant single fang protruding from her mouth.
Before Twilight could even think, the same force that gripped her horn wrapped themselves around her legs, both of her ears, her tail, and around her body. It was torturous; it felt like liquid knives had wrapped themselves around her. All the while the creature just stared at her with a cruel fascination.

“You’re afraid aren’t you Twilight?” The creature asked.

Twilight refused to answer, she just gritted her teeth, trying to think through the extensive pain to find a way out of this and to find her friends and escape this nightmare!

The bonds tightened their grip and started pulling, making Twilight cry out.

“AGAIN YOU DENY ME!!!” The creature shouted out once again, practically making the whole building shake, which vibrated Twilight’s whole body, making the pain even worse.

“What do you mean deny you?” Twilight asked, trying to sound strong, and hoping that her voice didn’t sound as shaky to the beast as it did to her own ears, but then again, her ears where stinging with a strong pain…

“Don’t you know who I am? Even the dumbest of ponies I’ve encountered knew who, or what, I am the moment they saw me.” The creature said, now it was shifting between all four villains she faced with every two seconds. But instead of changing into one villain with notable traits from the others, it just went from Nightmare Moon one second, to Sombra the next, then Discord, the Chrysalis, then back to Sombra, then back to Nightmare Moon… And it just went on in that pattern.
Twilight couldn’t find the words to speak, couldn’t find the thought process with the pain that had muddled through her mind.

“I am you deepest, darkest, form of fear given shape Twilight Sparkle.” It finally announced, its form still switching out from all four different forms, each one flashing in her subconscious, feeding whatever fear was blooming inside of her.

“F-fear? But I’m not…” She tried to manage out, but ended up gasping out loud when the restraints tightened where they were, making her feel a cold sting, as well a warm, thick, liquid spill out that she knew right away was her blood.

“Don’t try to convince me that you are not frightened you insolent mare. I am your fear given form, I knew when you feel terror, and right now you could drown yourself in it if it were a tangible liquid surrounding you.” The creature said, cutting her off, trotting closer and closer to her.

“I… I… I’m…” She tried to talk yet again, but barely managing any real words to come out, do to her gasping and yelling out in pain as the restraints pulled harder where they were, her fear quite literally drowning her as the beast explained so grimly.

‘I was never truly afraid of the forms you’ve taken.’ Her clouded mind finally managed to clear out and speak, though she knew it would be useless since she couldn’t voice it.

“I know.” The mash up of voices finally said after what felt like a lifetime of waiting of pain for Twilight.

“Y-yo… You know? So then…” Twilight was about to fume at the monster in front of her, but once again her words were cut off. The beast had transformed fully into Nightmare Moon, undiluted and without any additions from the other villains.

“I chose these forms because they represent each of the times where you felt your fear the strongest. This one was when you faced the foe Nightmare Moon, you felt afraid: Afraid that all of your studies, which you fully believed in for years, had finally let you down. You would have all the answers, but you wouldn’t be able to carry them out, and everything would be all for not. And that the one thing you have denied yourself, but had always wanted, weren’t the strong enough answer.” The monster said, this time it’s voice sounded like Nightmare Moon’s voice with the fifth, monstrous, unknown voice.
Twilight flinched, both from the growing pain the restraints were giving her, and from the truth she could hear in the, Not-Nightmare Moon’s voice. She didn’t want to admit it, but with all the dangers she experienced, she was never afraid of any of them, because she knew that she could overcome them. But what she couldn’t handle was that she did not know what she had to do when she and her newly found friends found the elements. She was actually grateful for Applejack leading the others out, because she didn’t want any of them to see her fail when they tried so hard.

The Nightmare Moon laughed as Twilight had to re-experience that night, then it’s form changed again, this time into Discord, but although his voice held no hint of Nightmare Moon’s, it still was mashed up with the other voice.

“And then the time when Discord was released. You were afraid then too, but stronger this time. You were afraid of losing everything you’ve ever believed in, to the one being that represented the exact opposite! You were afraid of losing your friends in such a way as happened. You were afraid of finally having his influence infect you to leave. You were afraid that you would finally give up.” The Not-Discord mocked her, and once again, Twilight was forced to go through that day and every feeling she felt at full blast. All the while the restraints holding her still tightened and tugged a little harder.
Twilight bit her lip to try to even out the pain, so she wouldn’t cry out in agony, but even still she felt tears cascade down her face.

The creature laughed again, and then transformed into Chrysalis.

“And then when you faced off with the Changelings, your fear was more scattered than anything, so much so it came out as rage. But you were afraid still. Afraid of losing those closest to you to a villain only you could see through, having to fight an enemy in a hoard of an army, of being forever trapped in the crystal mines with only the mocking laughter of the enemy you knew was, and your rage to keep you company.” The voice of Chrysalis and the monster listed off, Twilight tried to flinch away from the mocking voice, only to cry out in pain in pain from the restraints. The images and feeling flooding back to her from the event.

Twilight couldn't help it, she started crying, pleading the monster to stop.

It ignored her.

Instead it transformed into Sombra.

“And then there was the day in the Crystal Empire: Trying to fight off a tyrant king that you barely even seen up close. But even still you were calm, that’s not the fear that made me take this form to represent you know. Though I’m pretty sure you know exactly what I’m talking about.” As the fake Sombra laughed mercilessly, Twilight ceased her crying and gasped out, despite the ever tighter restraints around her body.
It couldn’t mean…

“Your first taste of dark magic. You took to it so easily, despite never even being taught such spells. And then to face the door of your fears, you were only able to view a preview of what was to come before you little assistant came to your rescue. Do I need to explain what you true fears were that day?” The fake Sombra mocked her stepping closer to her.
Before she could even blink the monster transformed yet again, but not into any of her other enemies. The form the monster took this time was her own self, but she looked distorted. Her mane was black, red and a dark shade of purple. Her horn was glowing red as well as her eyes with the addition of green and purple smoke. Her tail looked like a purple smoke as well but shimmered disturbingly with strips of pink and purple. On her back were several changeling wings, but they looked like they were forced into her flesh.

“Your true fear is what you see now: To find yourself completely and utterly corrupted. Beyond the past of redemption from everyone you ever loved.” Its voice now didn’t hold a hint of any of the villains mashed up together; it didn’t even hold a hint of her own voice. It was nothing more than a pure monstrous voice.
“Normally I would’ve just done away with you like the original others before you, and leave you in their graveyard garden. But I find this a lot more enjoyable.” The monster her sneered.

What happened next stopped any thoughts that Twilight would ever think dead in their tracks
The monster her opened her mouth and two black, shadowy tentacles branched out and whipped through the air and tightened around her throat, making her gag and gasp for breath.

“Wh… What are you…? GAK!!” Twilight managed to choke out.

The creature didn’t answer her this time, and the more Twilight stared at it, the less and less it looked like anypony, especially not herself completely corrupted.

She could barely see what it was at this point, her tears had started blurring everything around her, and before she knew it the restraints around her pulled harder and harder; Twilight could swear that she even felt and heard a ripping from her own flesh.

She would’ve cried out if not for the horrid fact that the restraints around her neck tightened just as hard and pulled her head upward, making her throat completely useless.

Then she felt several other tentacles come onto her body, ice cold and deadly shard to the touch.

She braved her flooded, bloodshot eyes open to see the everywhere the restraints pulled, there was another one, ready to tear her apart.

The last thing Twilight would ever see was the monster standing below her, giving her the most horrid look of hatred and malice she had ever seen.

She screamed on the top of her lungs, her fear finally caving in around her, before the whips finally lashed out on her and she was nothing more than a purple, bloody mass of flesh and fur. The mocking laughter of the monster staining her mind before it completely shut down, and was devoured by the darkness forever.

Spike tapped his foot nervously as he awaited his friends’ return. He wasn’t quite sure why it was taking so long, since Twilight promised she’d be back in thirty minutes. That time was almost up, there was only one minute left on the clock, since the little dragon had counted every second in his head.
Spike looked at the door, expecting it to burst open any minute with Twilight and her two friends parading out of it like victorious little school fillies who’d just won show-and-tell. He imagined Twilight to grin and say something about what she’d seen in there, while Fireworks twirled around in the air chanting a little song about how cool it was in there. And Evil would probably be scribbling notes on a notepad so she could write a book about the place.
But, Spike’s hopes were not answered as the seconds ticked by. He tapped his foot anxiously, still. But now going slightly faster. The thirty minutes ended.

“That’s it! I’m goin’ in!” the baby dragon marched toward the door, swiping off the spider that crawled across it. Spike turned the knob and pushed on the door, he immediately felt his nose become filled with a ghastly odor, it smelled like rotten eggs to him.

But then he realized it wasn’t eggs. It was ponies. The smell of a pony that had a very bad cut on their leg, and it was oozing blood.

Nevertheless, Spike shoved open the door and walked into the building. He scowled at the smell, and let out an “Eww…” before inching along the hallway slowly.

“Twilight? Evil Lovieness? Fireworks? Where are you guys?” he asked, with his nose plugged. He removed his claw from his nose and gagged, before turning back to reconsider coming in here. The door was closed tight.

“What!?” Spike’s eyes widened as he ran up to it. “Hey, I didn’t hear the door close!” he yanked on the knob, twisting it in every direction. Finally, he gave up.

Sighing, he continued down the hall, calling out for the three mares in desperation. It was very dark in the hall. Spike made himself exhale fire so he could see where he was going. He got a glimpse of the hallway every time he breathed out, so he could see somewhat well.

Then he heard a giggle. A giggle like a school filly would make - innocent, sweet, and cute.

“Hey! Is anypony there? Hello?” Spike called out, his voice slightly echoing. “Fireworks? Twi? Evil? Is this a prank or something? Helloooooo?” then he heard a sound.

It was a sound he had never heard before. It sounded something like a malfunction of one of Twilight’s research machines, which she kept in the basement. But this noise it had a certain buzz to it that made Spike jump. It was loud. Very loud.

Suddenly Spike gasped when he saw a rusty yellow pony appear in front of him. Her crimson red hair was messy; it hung down in front of her eyes and nose. But her mouth, at least, was visible. It was frowning.

Then a wide grin spread across her face, followed by her giggling. She looked up at him, her hair spreading apart. Her eyes were now visible.

They were nothing more than black balls attached to her face. They had purple in the center, but the purple was so tiny that you had to squint to see it. The filly let out another giggle.

Before she vanished.

Then light poured into the room. Spike didn’t know where it was from, but he was thankful for it. His heart pounded so hard he thought he’d explode. That creepy grin was stuck in his mind; he just couldn’t shake the image. And her eyes…he would never forget her terrible eyes.

“Twilight!? Where are you!?” called the desperate dragon to his friend. “Twilight!? Please answer me!” the dragon walked ahead, then looked at the ground and closed his eyes for a moment. He stopped making noise and just listened for his friends.

No sound was heard.

The dragon sighed, opened his eyes and looked ahead.

Doors were on the right side of the hall, and the left side. The end of the hall was a dead end. Spike let out a gasp; he could’ve sworn those doors weren’t there a minute ago. He shrugged and walked up to the first one on his left, and turned the knob. It was locked.

Spike groaned and went to the one on the right, and kept on until he reached the last one, which was also locked tight. He sighed and turned to the dead end.

A red door that wasn’t there before now stood in front of him. He fell backwards and yelled at the top of his voice for Twilight. He wanted to hug her so much! He wanted to go home to Golden Oaks and curl up in his blankie, and take a seven hour bubble bath again. Presently, he whimpered at the sight of the door.

He had never been afraid of a door before, but this one gave him chills.

Spike finally got the strength to stand up. And shakily, he made his way to the door. His claw finally came to rest on the knob. He sniffled, a tear coming down his cheek slowly. He finally turned the knob and pushed open the door. The hinges squealed louder than Rainbow Dash at a Wonderbolt concert. That itself scared the little dragon.
He looked into the room. But much to his surprise and joy, he didn’t see that little filly grinning at him with the demonic eyes. He saw, instead, a peaceful scene.

It was his friends from Ponyville! …Or so he thought. The foals from school were in the room, as were the Cakes and Cheerilee.

“Oh my gosh! I’m so happy to see you guys!” Spike blurted out, jumping for joy. “Hey, but wait…what’re you all doing here? And what’s with your cutie marks?” asked the purple dragon, eyeing their flanks.
He was answered by “Sweetie Belle” grinning at him.

“Hello!” She said. Now, this really confused Spike. Why did her coat look so messy? Knowing her big sister, Rarity, rather well (being in love with her, for that matter), Spike knew Rarity would never stand to see her sister look like this!

“Uh…” Spike managed so breath out. “What in Equestria are you doing here..?” he asked, this time just above a whisper.

Scootaloo, the filly missing a limb, spoke up. “We’ve been waiting for you! We’ve missed you!” Spike cocked his head.

“What? But I live right in Ponyville, why didn’t you come visit me? And, another thing, where are Twilight and my friends?” asked the little dragon, looking around. He had no idea that these were NOT the ponies he knew from home. But, slowly, he started to catch on that something seemed…off.

“You’ll see them soon.” Answered Diamond Tiara with a slight smile. “Can you play with us, first, though?” Spike blinked, trying to imagine what kind of question this might be. How could he possibly “play” when his friends were in this building somewhere? He couldn’t abandon them for a game, could he? He didn’t even understand what kind of game it might be, so he shook his head.

“I…I don’t understand.” Said Spike. Everypony looked at him with a blank expression. They all seemed to glare at him. He looked around the room questioningly, wondering what’d he’d said to make these ponies so upset.

Cheerilee stood up, looking at him with a grave expression. Spike flinched, since he had almost never seen her look so unhappy. But, she answered in a somewhat cheerful voice.

“Go to your school and watch the ponies there play.” She said, “Come back when you’re ready.” The magenta pony sat back down.

Spike stomped his foot. “NO! I’m not leaving until I find my friends! Tell me where they are!!”

All the ponies looked at him, their bodies starting to glow. Their eyes became blood red and a bit of black dripped down from them, as if they were crying. The black liquid ran down their faces, and dripped onto their bodies. Their manes flared as their red eyes glowed bright red, almost blinding Spike, who screamed.

They all spoke at once, in a demonic-sounding low-pitched shout.

“GO. NOW.” And the door slammed shut.

Spike gasped for breath as he fell sideways, gripping the wall with his claws. Cold sweat poured down his face with the hot tears as the little dragon sniffled in the corner of the hallway, next to the red door. He said nothing as he sat in the corner, whimpering and holding his knees close to him. He rocked back and forth for about ten minutes. Then he wiped a tear and grasped the wall, pushing himself up. He remembered the time he had insisted to Twilight that “Zombie Ponies” were real, and she didn’t believe him.

He was completely right, in his mind. They truly existed.

As Spike walked shakily to the door, he noticed it was open a crack. He grinned and shot up to it, pushing on it as hard as he could. The door opened and Spike saw the light of day. He kneeled down and kissed the ground, rolling around on the mossy porch. This was, by far, the most grateful he’d ever felt for anything in the world.

Then he remembered Twilight, Evil Lovieness, and Fireworks. His ears drooped and he felt like crying. Seeing what was in there, he wondered if they had survived. Probably not.

The dragon sniffled and stood up, trying not to cry. He decided he’d go home. Maybe he’d wake up the next day and discover this was all a dream.

As he walked, he hummed a little tune that came to his mind. And as if out of nowhere, he heard a whisper that sounded nothing like a voice he’d ever heard before. It sung to the tune he was humming; and it said:

“Circling, circling. They won’t let you run away.”

Spike froze and looked around. The voice was so low Spike thought he was imagining it. He stopped humming and eyed the trees, then looked at the ground, his eyes tearing up. After a few moments, he lifted his eyes and they came to rest on three tree stumps.

They looked more like sculptures than stumps. Sort of like a master craftspony had made them to look like ponies. Spike took a few steps closer to them. Then he quickened his pace. Jogging up to the remnants of trees which had been cut down, Spike stopped in front of the middle stump. His eyes went wide when he studied it closer. Since they looked like ponies, Spike looked to the “flank”.

The flank had a star, with five smaller stars surrounding it.

It looked exactly like Twilight’s cutie mark. Spike gasped and looked to the pony’s “neck”.

The “neck” was to be seen, but the “head” was missing. It looked as if it had been deliberately cut off. Then, to Spike’s horror, the musical voice came again.

“In the evening of the dawn, they had severed heads from bodies.”

Spike could take no more; he looked all around him, searching for the singing pony. Who turned out to be nopony. There was absolutely no other soul in this forest besides Spike.

He turned quickly towards where he thought the exit would be to this nightmare, and ran. He never looked back once. But once more, he heard a whisper echo in his ear.

“With us, promise you’ll stay. So, forever, we can play. Circling, circling.”

The voice was now a faint murmur, as it faded out of Spike’s earshot. It seemed to stay behind, where all his worst nightmares were. It now seemed inexistent, except for its last words:

“Who is that in front and behind you?”

Spike never forgot those words.

Author's Note

Ahem, this is officially my first collab. I did it with my friend, Evil-Lovieness. Be sure to check her out on FIMfic! She's a really great person. :)

Anyways, yes, there IS more to the story. The epilogue is coming up within the next month or so, Evil is going to write most of it, though. Since I'm very busy nowadays. The credit for the story idea goes to the creepypasta wiki and my friend, Hana, who introduced me to creepypasta. I can't repay her enough.

Anyway, I hope you liked the story! I'd appreciate a critique a lot. I don't really know who to give credit to for the cover art, I found it on Google Images, so...*shrug*

And yes, there are quite a few grammar errors. I'm working on getting a proofreader, thank you very much.