As Celestia watched over the seven, an unnaturally evil grin formed on her face. Her body began warping and transforming. Her white coat turned black, her elegant mane and tail now a dark cerulean. Both were filled with holes.

Her wings became insectoid and her horn jagged. Fangs grew. Her eyes turned a sickly green color.

Queen Chrysalis laughed maniacally. "Now that those scum are headed towards Rome, I'll have them right where I want them. Once they enter the Colosseum, they'll fall right into my trap." The changeling queen opened the door to the dungeon and descended the stone steps.

There in the dungeon was Princess Celestia and Princess Luna, both restrained by changeling goo. Chrysalis looked at them and smirked.

The changeling queen walked over to the princess of the sun. "Soon, I'll have killed off every being in this universe, Celestia," she declared. "Your little Elements of Harmony can't save you now."

"My subjects are stronger than you could ever imagine, and Josh holds tremendous power," countered the princess. "When I break out of here, I will personally see to it that they rip off your horn and shove it up your-"

Celestia was interrupted by a hoof to the face from Chrysalis, the impact nearly breaking her jaw. The changeling queen began to choke the princess with her magic as Luna watched in horror.

"You are nothing anymore," Chrysalis growled. "I destroyed this world and all the other worlds the universe holds. When I get my hooves on the bearers, I will brutally torture them in front of your very eyes. In the meantime, you and your worthless sister will rot down here. Now, if you'll excuse me, I need to set up a roadblock to stop those pests from even making it across Long Island."

The changeling stomped up the dungeon steps, slamming the door behind her.

"Are Twilight and the others going to fix this, sister?" asked a frightened Luna.

Celestia lowered her head. "I hope so, Luna... I really hope so."

The seven element bearers arrived in Montauk, on the edge of Long Island. "Well, guys, this is the easternmost part of the States," informed Josh. "Well, except for Maine. But who gives a flying fuck?" The group walked through the hamlet as Twilight noticed the pro skater's change of clothes - he was now wearing a New York Jets jersey and blue jeans.

"Josh, why do you need to change clothes?" questioned the lavender pony. "Wouldn't it be simpler to wear one thing every day?"

The teenager chuckled. "It's not that simple, Twi," he answered. "Besides, this was the only other pair of my clothes that survived."

Suddenly, Josh fell to the ground, immediately scrambling to his feet. The guitar player looked around and saw nothing he thought was out of the ordinary. And by "ordinary," he meant leveled buildings and destroyed streets.

"Hey, what's that thing?" Pinkie's voice alerted the group, who turned towards where she was pointing. Lying there on top of the mangled railroad tracks, right where Josh tripped, was... a Mickey Mouse costume, like the ones at Disney World. Josh cocked an eyebrow in confusion. There was something strange about this costume.

It was photo-negative. You know, blue where it should be red, white where it should be black, that kind of stuff. The real question was...

"Who in their right mind would have a reverse-colored costume?" wondered Applejack out loud. Everypony shrugged. They began to continue towards the beach when they heard footsteps. Heavy footsteps. The seven turned around.

The Mickey costume - the photo-negative Mickey Mouse costume lying on the train tracks - was right there, standing in front of them.

This can't be real, Josh thought. This... this is just like a story my uncle used to tell me. It's a story! It can't be real!

The costume began to speak in a hushed, perverted, yet perfectly executed Mickey Mouse voice. "Hey, wanna see my head come off?"

Just like in the story Josh had been spooked by so many times as a kid, the costume ripped off its head, accompanied by a sickening tearing of flesh. The wound it left began to spout thick yellow blood. The seven couldn't help but to stare in shock, their hearts heavily beating.

"RUN!" screamed Dash, breaking the silence. "EVERYONE RUN!"

The seven began to flee, but abruptly stopped. Confused, they looked down. They were stuck in a strange green goo. The heavy footsteps returned, this time faster.

Fluttershy warned, "That living costume is coming for us!" The yellow pegasus tried to fly away, but was forced back down by the goo, slamming into Dash. In the midst of the panic, Josh raised his extended hand towards the sky. With a swirl of red energy, his guitar appeared in his hand.

He began to play Number of the Beast as a blood-red orb formed above him. Everypony stopped struggling and watched him as the lyrics of the song started.

"I left alone,
my mind was blank,
I needed time to think,
to get the memories from my mind...
What did I see?
Can I believe?!
That what I saw that night,
was real and not just fantasy?"

The Mickey costume drew closer as Josh continued to play.

"Hurry, it's coming!" Rarity cried. A silence drew over the ponies, only Josh's guitar playing the riff.

Then, all of a sudden - "YEAAAAAAAAAAAHHHHH!!!" As the pro skater let out a piercing scream, three intertwining beams launched from his guitar, straight at the Mickey costume. When they connected, the living costume was obliterated, body parts and yellow blood flying everywhere. As this was happening, the green goo vanished.

"Josh, that was incredible!" complimented Twilight. The teenager smirked as he slung his guitar over his shoulder. The seven walked up to the decapitated head of the costume and removed the Mickey Mouse mask.

What they saw was a pitch-black creature with fangs and insect-like eyes. In utter shock, Twilight broke her magic hold on the head, sending it falling to the cracked asphalt.

"What the hell is that thing?" questioned Josh. Twilight summoned a encyclopedia and flipped through it.

"It's a Humanoid Changeling," the unicorn explained. "They're normally shapeshifters, but sometimes they take the form of the true fears of the individuals they encounter." She looked at Josh. "Do you fear costumes or something?"

The skater shook his head. "Hell no! Of course, this story did freak me out as a kid. I guess that's why the changeling took the form of the costume, you know. Get under my skin."

"Either way, we have to get out of here," added Pinkie. "My senses are telling me there are more - lots more!" Surely enough, her tail was twitching. No one could question Pinkie Sense, so they continued towards Rome.

Author's Note

I feel this is the weakest chapter of the story so far, but I guess that's just me. Either way, I'm just glad I got a chapter in before I go away to Charlotte. For anybody going to BAP, have fun!

-Jimmy-