Story update finally! I've been out of it for a while for various reasons but only started writing again a week ago. I re-watched Season 3 & 4 and have a good idea on how I want to start wrapping this story up, and you'll start to see it in the next part of this chapter. Hope you enjoy:)

October 11

9:37 P.M.

"Elizabeak?" called Fluttershy, timidly.

There was no answer. Not that she expected one, and the stillness ate her words. Her breath froze and the air she inhaled to replace it was so cold that she coughed on reflex. The two scarves tucked up to the top of her muzzle did nothing to soothe its bite. The first bout of coughing brought another, and another, until it felt like her lungs were being stabbed with icy swords. Her eyes watered; the moisture formed icicles and cracked on her cheeks. Soon she was on her knees and wheezing for each painful breath.

Falling to her knees produced its own set of problems. She fell through the fragile crust and floundered in the powder beneath, nearly knee-deep. It was the consistency of sugar, only extremely cold, and her hoof slipped on a rock concealed beneath its surface. The ground came up to meet her with sudden speed. Fluttershy found herself face-first in freezing snow, with her legs splayed out in all four directions, and fighting for air. The inhaled snow made her coughing worse.

It wasn't a very dignified way to conduct a rescue mission, and she got to her hooves feeling as if the entire Everfree Forest was laughing at her. That is, if there had been any living creatures in this place to do the laughing. There weren't any.

Her coughs sounded awfully loud. Either that, or the acoustics of the forest were messing with her hearing again. She was at the bottom of a shallow ravine which had at some point carried water. At ankle level were smooth stones and the gentle sandy curves which only a stream could produce, perhaps a tributary of the much larger river Rush which flowed southeast through Ponyville to Horseshoe Bay and the sea. Its steady flow had long since frozen over. Now it held fallen trees and stunted gorse bushes, and all were heavy with frost. The ravine floor itself was wide enough for seven or eight ponies to walk side-by-side. Getting in and out was easier said than done, especially with the dead thornbushes lining the stream's steep banks, and so for the moment she was sticking to the flat earth in the bottom. Its upward slope was nearly unnoticeable.

Given enough time, it would probably take her east, to the Rambling Rocks and windswept badlands beyond. Neither sounded like good places to visit. Already she was farther out in the forest than what she felt comfortable with, and on the eastern side of the Rush as well. This was strange country. She much preferred the flatter, earthier regions opposite the river and closer to home. True, the bogs posed their own set of difficulties, but in her experience the forest was more hospitable on the western side. Here, it felt more... Mysterious. A little more wild and out-of-control.

The land, to start with. It grew steadily more elevated and treacherous. Strange hills and ridges rose from the earth like buried buildings. What wildlife existed here was solitary; the trees, more farther apart, and in some cases in grotesque positions of death- brought down by storms, or falling boulders, or even by the teeth and claws of unknown (but very large) beasts. There were less deciduous trees and more evergreens.

Its disorder was in fact the only helpful thing Fluttershy had on her side tonight. There were so many unique landmarks that it was impossible to get lost. Each blasted stump or rockfall was a breadcrumb leading her back home.

She recited it in her head: the red rock, those two oaks with the bird nests, the tree stump in the clearing, the rockslide, the riverbank. Even if the snow covered her tracks, she could follow it.

Finally overcoming the coughs, she gasped and took measured breaths to get her spasming lungs under control. She climbed out of the streambed and told herself, for the fifteenth time, that it was impossible for a chicken to climb trees. She should know better than anypony. Chickens were heavy birds, and could gain a few feet of height from a running start and lots of wing-flapping, but to perch in one of these towering firs would require much bigger wings. Or a much lighter body structure. Elizabeak had neither.

But if my poor Elizabeak isn't down here on the ground, then where else could she be?

Yet she looked fearfully up into the boughs of every tree she passed. On the ground there was not even a puff of wind to be found, but the branches were another story. They might catch mysterious breezes from higher up, or creak ominously under stresses known only to them. Each tiny sound of the forest had her on edge.

A shiver ran down her spine at the thought of being miles away from Ponyville. The memory of her last foray into the Everfree, and its aftermath, was enough to petrify her forelegs and root her to the earth. Can he still see me? That stallion, all in black with the shadows behind him? He's out there somewhere, watching...

In one hoof she held an oil lantern. Encased in sturdy glass, the flame did not falter, and illuminated a slender set of bird tracks pressed into the snow. The chicken was too light to break the frozen crust on the banks of the creek, but Fluttershy wasn't, and every now and then she would take a bad step and sink into four inches of subzero powder. It made for slow and noisy going. Also, the fresh snow was beginning to fill up Elizabeak's tracks. Another hour and the evidence would be buried and soon frozen. Her hooves were four blocks of ice inside her boots. With a quick motion, she cracked the ice away from her muzzle. The scarves were seizing up again. Her outer jacket was so permeated with frost that it could have stood on its own, with no assistance from her body.

Even for a pony very good at reading and interpreting the signs of animals, this was a difficult trail to follow; at times the gait and the distance between each footprint would vary, as if the poor chicken was running by fits and starts. The trail vanished beneath a thorny gorse bush and Fluttershy was in no hurry to follow it under. Just as she had predicted, the tracks reappeared several feet away, accompanied by a loose feather still clinging to the brambles. She saw the feather and had to choke back sudden tears.

It had been easy to follow the bird at first. In the fresh snowfall left in the meadow around her house, Elizabeak's feet made a clear track. The footprints were as straight as a ruler. It was only recently that the trail became meandering and spotty. Under these silent and watchful pines, where the ground was as hard as beaten iron, the trail sometimes disappeared altogether.

Chickens were smart creatures, after all, and they knew how to survive in cold weather. It was a familiar sight: every morning and night, the pony would carry fresh water to her chicken coop as well as logs for the heater. Contented bird faces stared up at her from the floor. There was ample room for fifteen chickens on the perches, but instead of exposing themselves to the drafts, each bird lay down close to the next one until a sort of barrier was formed. The feathered bodies instinctively banded together to share warmth and the stronger members of the flock would place the weaker ones, as well as the chicks, in the center where the body heat was strongest. It warmed her heart to see her beloved animals working together to get through what was turning out to be a viciously cold winter. In her twenty-one years Fluttershy had never seen one like this.

She clenched the lantern's cold iron ring in her teeth to keep them from chattering. This freed her hoof and allowed her to move faster. In a way, she envied the rest of the chickens and her other animals, safe in their huts with a stove and insulated walls to keep them warm. The lantern was useless as a heat source and even though Fluttershy wore nearly all of her winter clothes at once- boots, wool socks, three jackets, two scarves and one of Rarity's handmade hats- the night's chill ignored this equipment and went right for any chinks in her clothing.

Far above, a brown owl hooted. Her ears were sensitized to the silence and the owl's cry was louder than the point-blank roar of a manticore. She jumped and shrieked in fright, falling with all four hooves onto a loose branch that had been brought down by the storm of two days ago. It snapped with a strident crack and she tumbled backwards into the thorns. It was her second undignified fall in as many minutes. Cheeks burning, she huddled beneath the gorse bush's glazed branches, long after the owl had flown away and its ghastly whooooo had faded into silence.

You can do this, Fluttershy.

Her trembling legs told her otherwise. But Elizabeak is out here in this awful weather and she needs you to rescue her. My poor darling will freeze to death if I don't.

She emerged from the bush covered in icy powder, her hat askew. The sudden fear of the owl seemed way out of proportion to its cause. Her pet's tracks were easily found, a few feet from the lip of the riverbed. She just was not sure she wanted to know where they led- or for that matter, why the chicken had wandered this far into the Everfree Forest at night.

I'm bundled up and still freezing... if she stays out much longer in this, she'll freeze to death and- The thought was too heartbreaking to entertain. Instead, as she took careful steps on the ice, she thought about why only Elizabeak, and none of the other birds, had left the coop's safety. Everything about it struck her as odd.

Fluttershy, afraid as she was of going out at night, had shut the chickens and her other outdoor-dwelling creatures in well before sundown. The other animals remained inside the house with her. Another pony might call her unstable, even paranoid. But they hadn't seen what she had seen... in the forest, on the way back from Zecora's. She had faced something on that day- something horrible- that defied all reason. Ever since then she had kept an eye over her shoulder. Or two eyes, because hay, it couldn't hurt.

She locked herself in the house well before daylight died and made sure that every possible entrance, window, loose floorboard, or crack was locked and guarded, but there wasn't a lock in all Equestria that was strong enough to give her a good night's sleep. Had it been Twilight who said that she looked tired? Or Applejack? Either way, it seemed years ago, even though it was only a week since the lunch at Sugarcube Corner. None of her friends had visited afterward. Fluttershy certainly hadn't made any efforts to see them either. Wasn't it strange that not even one of her PFFs had stopped by her house? Unless the black stallion was after her friends too.

It all became quickly mixed up in her head. She was afraid for her poor chicken, and for her friends as well, and for her own safety. The terror was a little too much for one pony to handle. Besides, thinking about her friends only brought back more tears, and she knew by now that tears quickly froze in this weather.

"I have to keep going. I have to keep going." She recited it like a manetra, as if saying it enough times would convince her to do it. Her entire frame shook; she reluctantly left the safety of the streambank and found Elizabeak's tracks.

I went outside to gather in some more wood... and the garden gate was open...

She pressed on. Hoof by hoof she followed the footprints. On her left, a gentle ridge began to rise up, and a line of forbidding pines marked where the flattening creek bed separated from the rocky ground beyond. These were strong evergreens with branches sagging downward from the weight of the ice. She thought it strange that they grew in such an ordered pattern: nearly six or seven feet between each tree, and clustered close to where the ridge was tallest. Fluttershy soon found herself pinned between these trees and the thornbushes. The trail curved sharply left around a tangle of aspens. And, like a torch suddenly smothered, the chicken's track vanished. She had apparently run around the aspens and onto an open, perfectly flat clearing and- climbed a tree?

...There was snow all over the yard and I couldn't see the hoofprints of whoever had opened my gate, but the chicken coop was open too, and when I checked, Elizabeak was gone...

Elizabeak had been at a full run. Each bird footprint was spread far apart, and midway through the clearing, they disappeared. Fluttershy walked in circles and looked under bushes, hoping against hope that it was only the snow which had covered up the tracks. It was the disturbed snow that kept catching her eye, though. Shortly after the tracks ended, something had made a large imprint and broken through the ice. She ran to it.

It was only then that she understood where she was, and why this beautifully silent piece of forest seemed so level. There was a pond underneath her hooves. An inch of ice separated her from a watery, hypothermic grave. Whatever had disturbed the snow had crashed right through the pond's crust and left a jagged hole behind. Beneath was pitch-black water. She swept at the snow with trembling hooves. Perhaps there would be more of the trail when the fresh powder was cleared away...

...and her trail led right into the Everfree Forest, as if something was hot on her heels. Hopefully not another manticore.

Except there was no trail. Beneath the surface was evidence of some sort of struggle: scratches, hairline cracks in the ice, and jagged indentations. Reptilian footprints were everywhere, of a large and sinister size. And by the rim of the hole, a splash of dark maroon color. The blood was fresh.

Elizabeak...

At her wit's end, Fluttershy sat down on the ice- ignoring the soft crack as it began to fracture under her weight- and burst into tears.

I lost her... my oldest chicken, the one Applejack gave to me as a chick when I was seventeen.

"Elizabeak?!" she called, hoarse from sobbing. "Elizabeak!" She can't be gone. She's hiding in a tree, waiting for her mommy to come and take her home. She has to be.

Here, it seemed to be even colder than in the other parts of the forest. The air in her throat was a visceral, burning pain; it stabbed right through her clothing and sought out her heart, with intent to kill. Fluttershy looked around and stopped short. The ridge she followed was in fact the foundation to a low-slung stone wall which ran three-quarters of the way around the pond. Upon closer inspection, it looked indescribably ancient, perhaps hundreds or even thousands of years old. The stones were weathered and cracked and many had fallen out, but it was something beyond the wall that held Fluttershy in thrall, and not the wall itself.

He was there. Sandwiched between two stalwart pine trees, nearly invisible against their foliage, but obvious all the same. Tonight he was on all four legs and there was no wind to stir his coal-black mane. Fluttershy had never been this close to the mysterious dark stallion before. She could have picked up a rock and reached him with an easy throw. As always, there was something about his face that made her avert her eyes, so she focused on what she could see. His coat was actually a dusky gray, but he stood back amongst the pine needles, so not much below his shoulders was visible. The way his mane fell around his chalk-white face, in very loose waves, somehow reminded her of Rarity.

He was so familiar to Fluttershy by now that to see him here only brought a mild wave of fear, and more comfort than dread. Will he hurt me? If he wanted to kill me, wouldn't he have done it by now? For five days he's been following me, watching me, but never this close.

Fluttershy didn't move. The stallion didn't move. She tried to move her gaze from his unkempt mane to his face... and was struck by a wave of revolting, sickening horror. There was a face there, or what a pony's face would look like if it was made of wax and then melted, distended and stretched into impossible shapes, and in motion. It was like a painted sack filled with slowly writhing snakes. Graveworms stuffed into a rotten pumpkin. An animated scarecrow, a mockery of life.

Or perhaps there was nothing at all wrong with his face and it was her own vision that was deficient.

There was no way to know how long she and the stallion stood staring at each other. Time had lost its meaning. So, too, had the cold. Either it had suddenly thawed to vernal temperatures or the hypothermia had already begun its painless bite. Her hooves felt almost toasty. Her ears filled with a blank buzzing. There seemed to be a shimmering field around him, hovering just above his coat, like a magical spell. It quickly made her eyelids grow heavy.

Given how large it was, and the ice cracking beneath the giant flexing scaly feet, it was a marvel that the thing could move with such quiet precision. The only indication Fluttershy had was the wet plopping noise behind her, of something hitting the ice and sliding up to her feet. She turned to face the other creature and, considering what it was, strangely felt nothing at all. In fact, she nearly laughed at its absurdity. Nine heads? What sort of mutated abomination had nine heads? And they were attached to sinewy necks, grafted to the body of a dragon, or giant scorpion, or a union of the two. It walked on four massive clawed legs, and its tail was a writhing tentacle terminating in evil-looking spikes. The spikes were the length of Fluttershy's body. Definitely not a manticore.

It was indeed the same monster she had seen with her own eyes near Zecora's hut. She found herself giggling, for no apparent reason, and all desire to flee had melted away. Even as it produced additional tentacles from somewhere and extended them across the ground toward her, she stayed in place. Behind her was the black stallion, shrouded in mists and extending his bedeviling spell toward Fluttershy.

It reached for her. The tentacles wrapped around her body like the embrace of a lover. Two yawning black mouths came closer and closer, their smiles rimmed with razor-sharp fangs. They exhaled the odor of death.

This isn't a bad way to go… I only wish I could see my friends one last time…

Then, somewhere in the background was an explosion of earth-rattling force. And what was that wailing noise? Whatever it was, the creature holding her in its grasp wasn't happy about it. Those mouths roared with sudden ferocity. Suddenly Fluttershy was thrown into the air, five feet, ten feet. A tentacle lashed her face as it retracted.

That relaxing buzz in her ears cut off. There were shouts in the background, terrible roars, and the flashes of magic spells. The noises were like that of a dozen battling Hydras. Another explosion (much larger than the first) lit the trees with brilliant cobalt light. Is this Twilight and my friends, coming to rescue me? She had just enough time to shake off the disorientation before her body struck the nearest tree.

Sliced by leaves and sharp branches, she staggered to her feet, and in the clearing an unbelievable battle was unfolding.

The black stallion was burning. Violet flames licked at his scarred gray coat and his mane was already scorched away. Beneath his shifting skin, the worms screamed. He turned to face Fluttershy but his powers were broken. No fear or hypnosis emanated from him. He screamed, an awful hoarse attack on her ears, and the spectral pony took two steps toward her before collapsing into embers and pieces of smoking corpseflesh. But the true battle was farther out on the ice.

There was the monster, and that streak of blue- Princess Luna?

The horror moved much faster than its size would suggest. Tentacles flailed everywhere, uprooting trees, smashing holes in the pond, trying desperately to catch its opponent. It leapt from the ice and nearly slipped a claw around the Princess's body. Luna conjured fire and magical shields and beams of destructive force, and she had the advantage of flight. The power of her spells levelled entire stands of trees; a stray fireball arced into the lake, where it blew chunks of ice and superheated steam skyward. Fluttershy's ears were deafened from the monster's roars.

The alicorn landed in front of Fluttershy and unleashed the full fire of the Moon.

The flames were cerulean, then sky-blue, and nearly pure white as the magic stoked them to infernal temperatures. They howled with lethal intent. How can anything survive that? Yet the horror still stood intact as the fire screamed around it. No- it was burning now, doing its best to dodge the blaze.

"Run, Fluttershy!" Princess Luna shouted. "Now, while the beast is distracted-"

But her knees were made of rubber, so cold and stiff from fear that moving was impossible.

The terrified pony hesitated for a moment. So did the Princess, whose head was turned toward Fluttershy. In that moment, a tree swung at Luna at speeds nearly too fast to see. She snapped up a shield, but not quite fast enough, and the majority of its force connected. Luna's silver battle helmet shattered from the impact. She flew through the ancient stone wall, crashed into a pine tree, and slumped in a heap on the ground.

Fluttershy didn't remember stepping forward and confronting the monster, but she did. It just seemed the right thing to do. The words from her mouth were not hers, but those of the other Fluttershy, the pony who did what the ordinary bashful Fluttershy could never do. "How DARE you hurt Princess Luna, you… you… you BULLY!" And she unleashed her Stare.

'Bully' was the only insult that came to mind, even though the abomination was obviously much more than a bully. It had murdered Elizabeak and would no doubt do the same to the Princess, and it was this thought that gave her Stare extra fortitude. Its attention was fixed only on Fluttershy: this diminutive pony, nothing more than a fawn-colored face poking out of shapeless clothing, and her two radiating eyes. Those eyes held a power that was the utter opposite of its own.

The Stare was righteous fire. It burned so brightly, and so suddenly, that the nine-headed nightmare forgot about Princess Luna- feebly stirring beneath the wreckage of the stones and fallen trees- and recoiled from its force.

Yet the power in opposition to Fluttershy's final effort was old and strong. It was enraged at the death of its servant, although this pony's resistance was far more maddening. Her very existence made it seethe and roar with rage. Like a tree bending beneath gale-force winds, Fluttershy's Stare was first halted, then slowly, inexorably pushed back. Those heads had a Stare of their own, and it was far more powerful. It bent its evil will toward the Pegasus.

And with it, the tentacles.

Fluttershy's Stare winked out of existence. A moment later, two twin spears of blinding pain exploded through her chest. It was so sudden that shock set in before she had time to scream.

As her own blood dripped down the tentacles lodged in her breast, she heard a hideous grating sound. It was the sound of laughter. It's laughing… it's happy that I'm going to die. The pain was buried beneath layers of hypothermia and shock, but even so, she still felt what came next. Two of the massive claws grasped each of her forelegs, and pulled.

It's tearing me apart…

There was torture, and then blackness.