CHAPTER THREE: A PLACE TO HIDE

October 6

Dawn came soft and early to Ponyville the next morning. Celestia's sun peeked over the eastern mountains and chased away the last chills of dawn. Soon its rays brought warmth to the dewy, foggy ground. A porcupine slowly creeped out of its underground burrow, drawn to the sudden change in temperature; it basked in the comforting warmth but stayed clear of the shadows which at the moment were still cold. It was far from pleasant outside, yet the day was promising. Ponyville often displayed weather like this as fall began to gracefully age and hand the reins to winter. The days were warm and the nights were chilly, although the cooler weather arrived markedly earlier this year than usual.

Most ponies in town would say that the frosts never arrived earlier than the Running of the Leaves ceremony. After most of the dead leaves had been whisked from the deciduous trees by the earth ponies, the hard frost would finish off what foliage still clung to the branches and signal the last moments of fall. This year was an oddity because on the previous night, a full week before the Ponyville residents had scheduled this year's race, a biting frost had taken hold. Many of the leaves had already fallen. At this rate, a race to knock the leaves down would be unnecessary. The hardier specimens of the Everfree Forest and the evergreens higher on the hills still clung to summer's greenery, but not for long. Days like this served as a reminder for ponies to begin stocking up supplies for winter which, judging by the skittish wildlife, was quickly extending its talons toward Ponyville.

The weather patterns did not go unnoticed by those outside Ponyville, either. Pegasi in Cloudsdale were surprised to find a thin film of ice on the edges of their lofty pillars and the surfaces of the clouds. Even Princess Luna herself shivered as she retired to her tower for the day.

Fall had not yet surrendered the land, and the sunlight quickly chased away the chill. Sparrows heralded the new day's arrival as they perched above a treehouse in the center of Ponyville. Its windows were opened to let the clear morning air inside, and within was a dragon hard at work.

Spike held a spatula and fork in his claws. He whistled cheerfully while he cooked breakfast for himself and Twilight Sparkle. This was a ritual he performed daily, rain or shine, and he was happy to do it for his best friend. He took naturally to it in his early Canterlot years and had cooked for Twilight for as long as he could remember. Preparing food was Spike's best talent. He often insisted that if he had been born a pony, his cutie mark would be a crossed pair of serving forks.

He had told this story to the Cutie Mark Crusaders once, to back up Twilight's insistence that the fillies needed to follow the things they were good at and not every mane-brained idea that passed through their heads. Naturally they didn't listen. He smiled at the memory.

Twilight was normally a light eater and preferred simple meals, if it could be said that she 'preferred' anything related to food. Spike knew that Twilight hated interruptions during her tangential and sleepless research phases- even for meals. These phases were unmistakable and usually characterized by muttering, searching through books, and taking measurements with telescopes or chemical equipment. Twilight's current record was three days and thirteen hours without food or sleep. It had been Applejack, Spike recalled, who called her 'a mite thin' at Cadance's wedding reception. Stress and fatigue from saving Equestria (again) notwithstanding, Spike knew that if not for his efforts Twilight would probably stick to prepackaged dinners and sweets bought from Sugarcube Corner, and would look much worse than she currently did. So he took it upon himself to always cook delicious and nutritious food for her. Somepony (or in this case, dragon) had to.

On normal days Spike might prepare some steaming oatmeal, made with hay and rose petals the way Twilight liked it, along with eggs and a fresh juicy apple from Sweet Apple Acres. He would then make a pot of tea and call Twilight down to breakfast. If she was exhausted after a long night or not feeling well, he would carry it all up to her and serve her a breakfast in bed. Spike had different plans for this morning.

Spike had been cleaning up dinner last night when Twilight burst through the door, obviously upset about something. It was adorable how she bravely tried to hide her shaking hooves. He wanted to ask what was bothering her, but he served her dinner and tea and readied her bed without comment. It ate at his insides when she was unhappy; even if it was not his fault, he felt responsible for keeping her content and well-fed and he took it personally if she wasn't.

He kept one eye on the eggs sizzling in the pan, flipping them occasionally so they didn't burn. With the other hand he slid a tray of handmade cinnamon rolls into the oven. He had spent the last half hour on them, shaping each one into a perfect horseshoe shape and dusting them with sugar. Spike turned back to the eggs and placed a sprig of clover in the center of each egg.

When he pulled the rolls out, the kitchen danced with the smells of cinnamon and oranges and fresh morning breeze. He transferred the rolls to a basket and set the table for two; once the freshly squeezed orange juice was made, everything was set. All he needed now was a bouquet of flowers to grace the table and a certain sleepy unicorn to wake up. Spike picked a few daisies from the front garden and came back inside to find the unicorn in question sitting at the table.

"Good morning, Twilight," said Spike. She replied with a sleepy groan; her mane was full of static electricity and stood at odd angles. Spike noticed her bloodshot eyes, the result of another restless night. "How'd you sleep?" he asked, knowing the answer already.

"Umm… I slept all right, I guess. I'm just tired." All right would be pushing it, Twilight thought dully. Last night she had not been able to get to sleep for hours, and what sleep she did catch was fitful and unsettling. In her dreams, strange sexual fantasies involving Princess Celestia were interwoven into a strange creeping darkness. It was always behind her, dogging her hooves but always out of sight and never touching her. The branches murmured in a language she could not understand. She awoke, wishing the stupid tree behind her would just be quiet, and felt more exhausted than when she had gone to bed.

Just then she noticed the elaborate breakfast spread that Spike had prepared: the daisies, the fancy tablecloth and silverware usually saved for company, the cinnamon rolls filling the kitchen with a lovely aroma. She gasped, "Spike, you shouldn't have."

He poured her a glass of juice. "Don't worry, it was nothing. I wanted to." The dragon's eyes were on the verge of watering when he said his next sentence. "I know you've been stressed out lately, and really tired, so I wanted to help."

Twilight reached across the table and touched Spike's shoulder, and to her surprise her eyes were also welling up with suppressed emotion. "That's really sweet of you, Spike. And I know I've been out of it lately, I don't know what's gotten into me. I'm really sorry. I need some time to just relax and get some fresh air and think."

"And don't forget about a great breakfast before you do all that relaxing and fresh air-ing and thinking," said Spike. He served the rolls and Twilight took a bite.

"These are amazing! I might be tired on purpose just so you make these more often," Twilight laughed. Spike, across the table, ate his eggs while his mind was on Twilight and how the simple act of making her a nice breakfast had made her laugh. She looked like an entirely new pony when she smiled.

That's enough for me, Spike thought. All I want is for my best friend to be happy. Everything else will take care of itself. His little dragon heart was nearly bursting with pride.

And at that moment, somepony knocked on the front door. He answered it.

"Hiya, Spike," said Applejack, tipping her Stetson to him. "Mighty fine mornin' we have today. Is Twilight in?"

"A little worse for wear," muttered Spike in an undertone, "but she's in the kitchen. Come on in." He ushered the farm pony through the doorway and Applejack quickly wiped her hooves on the mat.

"Mornin', Twi'," she called. "What's- … up…" Applejack dropped her voice at the sight of Twilight with morning eyes and messy mane, but took an appreciative whiff of the breakfast offerings.

Applejack took a seat at the table and declined the rolls Spike offered her. "Ah'm mighty sorry for interruptin' your breakfast, Twilight, and thanks for offerin'. We've already eaten breakfast a couple o' hours ago. Shucks, where was Ah? Silly me… Ah only stopped by to remind ya about the campin' trip today."

"Camping trip?" said Twilight dreamily. Her mind had been elsewhere, and she did a sudden double take. "Ponyfeathers! I forgot all about the camping trip! Even after I wrote it on all three of my schedules!" Twilight sprang from the table, nearly spilling her juice, and raced for a nearby bookshelf from which she pulled a green volume. Applejack caught the title: Everything You Always Wanted to Know about Camping but Were Afraid to Ask.

"Now hold yer horses, Twi'. No need to fret yourself. Ah've got all the preparin' done, for the most part, and it's not until three o'clock today. Pinkie Pie's gonna meet us by the bridge an' Applebloom and Scootaloo are comin' too."

Twilight froze in mid-pounce, the book clutched in her mouth. "And wasn't Rarity coming too? And Fluttershy and Rainbow Dash?"

Applejack kicked at the floor. "Ah don't know about that darn Rarity. She's probably fussin' about silk and jewels again. Dash's away in Cloudsdale for weather business an' Ah couldn't find Fluttershy this mornin'. Maybe she'll meet us later."

Both Spike and Twilight caught the change in Applejack's voice when Rarity was mentioned. Twilight frowned and remembered yesterday's spa session, and the awkward silences that had followed. She would ask Applejack about it later. "Make yourself at home, Applejack," Twilight called from the top of the stairs. "I have to pack!"

In her bedroom, Twilight was a purple tornado. She flew around the room with little regard to gravity. While she held a clipboard aloft with her magic, she shot bursts of energy at random objects so that they would fly into the saddlebags at the foot of the bed. "Sunglasses? Check. Portable telescope? Check. Matching coat and scarf? Check. Blankets? Check. Emergency scrolls and quills? Check. Emergency-emergency scrolls and quills? Check. Camping guide? Check." She knew Applejack was bringing two tents, but there was no such thing as being over-prepared or oversupplied. So she magicked a two-pony tent from her closet. It was old and stiff, having not been used in many years, and she stuffed it into her bag atop the clothes. After a final double and triple-check of her checklist, and a few extra books crammed alongside the tent, her preparations were complete.

Twilight came back downstairs to find Applejack gone. "Applejack said she needed to get back to the farm," said Spike. "She said to meet her at Sugarcube Corner around two."

"Well… I guess I'll be outside in the garden until then. Thanks for breakfast, Spike."

---

Twilight met up with the group in front of Pinkie Pie's workplace. She still couldn't believe how she had forgotten the camping trip, a yearly tradition with her friends. It always happened in late fall after the Running of the Leaves and Applejack's harvest duties were completed, before winter's chill grasped Equestria and made the weather unbearable for camping. Today was perfect for it; the sun shone brightly and birds sang above her. The morning's unseasonal chill was only a memory.

She was about to greet the others when something heavy and pink and smelling of cotton candy bowled her over, at a speed that defied all the laws of physics. "Hey, Twilight!" sang Pinkie Pie, her unnerving blue eyes staring into Twilight's. "I missed you! You look terrible! Want a cupcake?"

"Now let the poor mare breathe a spell," laughed Applejack. "Are y'all ready to go?"

"All packed up and ready," Twilight gasped. She still hadn't recovered her breath from the Pinkie Pie missile. Her friends were also packed up and ready for the journey. Applebloom stood bright-eyed and attentive, scarf wrapped tightly around her neck. The red-maned filly couldn't be happier to go on an adventure with her big sister. But Twilight noticed Scootaloo's detached expression and guessed she was missing her hero Rainbow Dash, whose weather business must have been serious if it kept her from an appointment she had known about for months. Rarity and Sweetie Belle were no doubt busy filling orders- or avoiding Applejack.

It was Fluttershy's conspicuous absence that made Twilight slightly uneasy. Fluttershy wouldn't dream of missing a camping trip. Especially when wild animals and birds are involved. I hope she's all right. I haven't seen her since before I went to Canterlot. "Is Fluttershy coming too?"

"Ah knocked on her door twice today. Either she's in the forest worryin' about her animals or just really busy. Anyway, Big Macintosh told me about a place up yonder in the Unicorn Range where he went campin' as a colt. Straight north a spell, Ah bet no more n' seven or eight miles. Should be pretty up there this time of year."

"Ooh, a different place than last year! I love different places!" Pinkie Pie giggled, her saddlebags threatening to spill their contents due to her frantic bouncing.

"Then let's get a move on," said Applejack. "Ah'd rather be at the campsite before dark." The five travelers took a deep breath and set out on their adventure. Twilight brought up the rear, behind the excited fillies, all the while worried about her gentle Pegasus friend.

The Unicorn Range lay directly north of Ponyville, beginning at the base of the towering mountain where Canterlot lay and snaking northwest to Shadow Mountain and the western seas beyond. Beyond it was Cloudsdale and endless rolling grasslands. Seen from Ponyville, it loomed over the neighboring forests like the spine of a buried dragon. It had not seen any snowfall yet; soon it would be swathed in whiteness with the onset of winter. One or two adventurous ponies in Ponyville had climbed several of the nearer peaks in the range and loved to brag about their accomplishments. The place Applejack had in mind was about halfway up the nearest crag, or so Big Macintosh had told her. She had never actually seen the place herself.

Their road began outside of Applejack's ranch and crossed over the gently rolling hills covered in apple trees. "Ah think we got the harvestin' done right on time," Applejack remarked. "Granny Smith's got a feelin' that this good weather ain't gonna last much longer. She's got an uncanny sense about such things. Mighty strange sometimes."

"Granny Smith's crazy," put in Applebloom, and Scootaloo giggled. "I love her dearly, but that don't make her any less crazy."

"Applebloom! You oughta know better than talkin' about your granny that way."

"Well it's true," Applebloom pouted. "If she's not, then what was that about last night? All that- mutterin' about weird weather and darkness and monsters and all. And drawin' all those pictures."

Twilight's ears twitched at the word 'darkness'.

"Granny Smith's instincts saved our harvest last year, and don't ya forget it, little sis." She tossed her mane, indicating that the matter was no longer up for discussion. Applebloom let out a "hmph". Twilight was on the verge of asking about Granny Smith but thought better of it.

Ponyville was soon left behind and the forest stood directly in their path, a foreboding wall of hunter-green foliage. "Ooh, forest-y," said Pinkie Pie. Twilight stopped to take a drink from her canteen. So it was that she noticed the clouds, which only in the last hour had obscured half the sky. Unfortunately that half included the mountain range now overshadowing the forest they trekked through. The air seemed still and deadened around them, as if their motions along the narrow trail was upsetting to the trees themselves.

The path grew steeper after an hour or two once they had climbed through the lower strata of the forest. As they reached the roots of the Unicorn Range, there was a marked change in the vegetation and terrain. The overhanging trees thinned out and soon the ponies could see the sky again- beautiful swirling gray clouds perforated by beams of yellow sunlight. Larger rocks and pebbles also appeared in the trail, making footing more difficult. "Y'all might want to pick up the pace," called Applejack at the front of the line. "We want ta get there before nightfall."

Twilight, in the rear, huffed and took another long drink. Water was not an issue because of the burbling stream only a few feet from the trail, which would eventually join the larger river to the south. She gulped down the canteen's contents and refilled it. "I'm out of shape," she said dejectedly. She hurried to rejoin the others.

She took her place behind a footsore Scootaloo. No doubt the filly was missing her scooter and its speed, which was useless on such rocky trails. Whether it was the increasingly unstable path or the general stillness of the forest around them, the group was an oddly silent bunch. Even Pinkie Pie was quiet, although she did let out excited gasps at every unique rock in the road, and 'funny-shaped' trees, and cloud formations. "That one looks like a cupcake!" said Pinkie. "An upside-down cupcake sitting on top of an alligator, maybe." She snorted and rolled on the ground laughing.

Twilight began to whistle to break the silence, but somehow the sounds died on the tip of her muzzle and were swallowed up by the gently whispering branches of the trees. She was soon out of breath to whistle, at any rate, due to the steep trail. Eddies of wind undulated around the rocks at her feet. I wonder why no birds are singing today? It's so quiet. And cold. Wait… cold? It was warm only an hour ago.

As if in answer to this thought, Scootaloo shivered and said, "It's chilly."

"We're not that far away, sugarcube," replied Applejack. "About another hour." The earth pony paused before continuing, "Y'all are right, it's gosh darn cold all of a sudden."

Dusk was on its way; the rays of light were being quickly obliterated by clouds and the air coming from farther up the mountain bit with cool teeth at their coats. They had also climbed a long way and from their position on the mountain face, they could see Ponyville and its suburbs spread out below them. Applejack's orchards were a patch of brown earth with tiny red dots.

Applejack said under her breath, "Big Mac told me it was only about eight miles. I hope it's soon because these fillies are shiverin' like a pig in a snowstorm. And this weather's gettin' worse."

The weather did indeed get worse the higher they climbed. With every foot of mountain the temperature steadily dropped and the wind rose in howling bursts. The trail took three abrupt switchbacks and to their left was a sheer drop of at least two hundred feet. Far above their heads a waterfall issued from a cleft in the rock and fell in thundering gallops to the rocks below, and would later branch into the stream Twilight had seen farther down the mountain face. Between the waterfall and the wind, Twilight could not even hear the sound of her heart pounding. She opened her mouth to call out to Applejack but felt sudden wetness on her lips.

As if somepony slashed the dark clouds above with an enormous knife, snowflakes began to fall thickly around them. "Ponyfeathers," cursed Applejack. "Let's get to shelter quick!" She would tell her brother about his bad advice, when she next saw him. Her priority was getting her little sister and the others to a sheltered place where they could set up camp and hunker down for the night. The wind blasted down from the mountain's crown and to Twilight it sounded like the roaring of a dragon. Applebloom, shivering and frightened, clung to her big sister with an iron grip.

At last Applejack found the place. Above a turn of the trail was a flat open area ringed by rocks and just beyond was a hollowed-out cave. Just the sight of it was enough to make her forget all anger at Big Macintosh; he had not misled her after all. "There!" Applejack bellowed. The storm screamed like a banshee and threw blinding flakes into her eyes. For a moment she could not even make headway against its strength. She walked three-legged, clutching her Stetson with one hoof. "I'll check if it's safe!"

She threw down her saddlebags and ran to the cave mouth. At once she saw that other ponies had once used this space for shelter; there was a blackened patch of rock that held the remains of a firepit and the cave itself was just large enough to squeeze a tent or two under its roof. Perfect.

"Everypony get in here, quick! This storm'll blow us all back to Ponyville!" The other four huddled inside the overhang, panting and trembling from the cold. Twilight, summoning her magic, dragged one of the boulders partially across the entrance and shut out the worst of the wind- but the storm could still touch them with tendrils of frigid air. It sounded like eerie moaning and sent horrible shivers down Twilight's back.

"Everypony all right?" said Applejack when she had recovered her breath. She did a quick head count and continued, "At least we're safe here until this blows over. Applebloom, can ya start on the tent?"

Pinkie Pie suddenly regained her voice. "Brrrrr! My mane turned white!" The snowflakes had clung to her frizzy mane and stiffened it with frost. She shook herself violently. "We should all get to bed before we turn into popsicles. Ooh, I love popsicles! Especially cherry ones because then you can dip them in chocolate and-"

"Pinkie," pleaded Applejack. "We're already cold enough without talkin' about popsicles. Y'all should help the fillies get these two tents set up and let's try an' stay warm tonight."

"But what about cherrychongas? Can I talk about those? Please? Please?" She bounced in place, forgetting all about the tent. Applejack face-hoofed.

Instead of a group of happy ponies sitting around a campfire and telling scary stories, there were four downcast ones (excepting Pinkie Pie, of course) that struggled with uncooperative tents and tried to avoid the vicious gusts filtering through the cave entrance. The fillies would have the smaller tent and the older ponies would have the larger one. Twilight unpacked her saddlebags and set the contents in ordered rows; her tent was not needed but she donned her coat and scarf and put her blankets in Applebloom and Scootaloo's tent. They would be needed tonight.

Applejack morosely kicked a rock. "Ah'm sorry, Twilight," she said at length. "This wasn't what Ah had in mind when I thought about a campin' trip."

Twilight used her magic to wrap a spare scarf around her friend's neck. "It's okay. Luckily for us, we're well prepared. It's only for one night." She offered her a half-smile.

"Thanks, Twi'. We should get ta bed soon though." She pulled several apples from her bag. "It's the best dinner we'll have unless y'all want to cook somethin'. Ah swear, Ah wish Ah knew what was up with this weather." Speaking to no one in particular she added, "Tarnation… it's more puzzlin' than Ah've ever seen before. Even Granny Smith knew somethin' was up but she's never seen things like this. It's almost like…" Applejack let the thought die.

"Like Discord has something to do with it," said Twilight, finishing the sentence for her and biting into one of the apples. "But it's impossible. There's no way he could be back."

A wailing gust of wind blasted into the cave. The fillies' tent vibrated like a drum being struck.

"Ah just don't know," Applejack mumbled.

"Come on. We should get inside and try and keep warm tonight. This might help." Twilight magicked the boulder closer to the entrance, leaving scarcely enough room for a filly to squeeze through.

Pinkie Pie, wrapped in two oversized pink sweaters and a neon green hat patterned with candy corn, volunteered to sleep with the two fillies to help keep them warm. "Nothing's going to get Pinkie down, not even Discord and Nightmare Moon and Queen Chrysalis all at once," Twilight remarked as Pinkie sprang into the small tent. "They'll be just fine tonight." She followed Applejack inside where the earth pony had already laid out two sleeping bags and blankets embroidered with red and green apples.

"Good night, Twi'," said Applejack. They tucked the blankets under their muzzles and tried to shrug off the chill air and flapping tent walls.

Rest was elusive for the lavender unicorn. Apart from a general mistrust of sleep after the recent nightmares she had suffered through, there were just too many conflicting thoughts in Twilight's mind that occupied her attention. She tossed and turned as the tent walls gently rustled. The swishing canvas made her shudder; it sounded too alike to the whispering trees of her nightmares.

She heard a soft sigh next to her. "Applejack, are you still awake too?"

"Yup." Several minutes passed before she continued, "Just thinkin'."

Twilight admitted, "I've done that a lot lately."

The Element of Honesty's face always gave away her feelings, and even in the dim light Twilight could see the worry there. "Ah just don't know what's been happenin' lately. It seems like things are changin' and Ah can't do nothing about it. Take this cold, for instance." She shivered. "It's like the weather doesn't know what to do. And Ah swear all of us are growin' farther apart each passing day. Like there's somethin' eatin' at us, taking all the happiness away."

"What do you mean? We're here, aren't we? In a freezing tent and hoping for morning, but we're here and our friendship is forever. Nothing's ever going to break that."

"Ah know, Twi', but- Ah can't put my finger on what's been troublin' me."

Twilight moved closer to her friend. "What's bothering you, Applejack? You can tell me. We're friends."

"Twilight… have ya ever had a secret that ya couldn't tell anypony, something that nopony would ever understand? Something that keeps ya from sleepin' at night because it feels like it'll burst out if ya don't tell it?"

A vision of Pinkie Pie emerging from a flowerpot, hissing "Forever…," popped up in her mind. Following that was an image of Princess Celestia. Princess, I hope you're safe and warm in Canterlot tonight, because I miss you. "Everypony has secrets, Applejack. I have more than some do."

"Ah… My tail swings the other way, if ya know what I mean, Twi'. And Ah feel like Ah'm the only one that I can trust about it. After that one sleepover at your house with Rarity, Ah started likin' her as more than a friend, but Ah never got the chance to tell her how Ah felt. And when Ah finally got the words out last week, Ah sounded like a lovesick filly trippin' over her hooves, and Rarity turned me down."

Applejack's raw honesty sometimes took Twilight aback, but it was a mark of the strength of their friendship that Twilight did not reveal Rarity's confessions on the subject. She put her hoof on Applejack's shoulder and let her continue. "And it seems like things have been goin' downhill from that day. First there's Rarity avoidin' me, and then Ah can't seem to find Fluttershy anywhere, and this freaky weather and Granny Smith. She's mutterin' about darkness and drawin' weird shapes on the walls and scarin' everypony, and Ah don't like goin' out after dark anymore." The words tumbled out of her. "Ya have to promise me, ya won't tell anypony about me. Ah'm not ready for anypony else to know just yet."

"Shouldn't you be free to love anypony you choose, though? Just because Rarity isn't the one for you doesn't mean there's not somepony else that will love you back." Twilight said these words automatically while another shudder racked her body. The words Ah don't like goin' out after dark anymore couldn't be a coincidence. Silent forests… slithering fog…

"Well that's the thing. Rarity is the one Ah choose… Ah've felt that way about her for so long and everytime Ah'm around her it gets worse. It makes me sick to know that Ah'll never be close to her, or hold her at night, or kiss her lips. And then there's Granny Smith and my brother pushin' me to settle down and find a stallion and continue the family, when Ah don't feel that way at all. I just can't take much more!" A tear leaked out of her wide green eyes.

"Maybe Rarity just needs some time. But if she's not willing to love you the same way, then there's no use in making yourself miserable over it." Twilight giggled. "And when did I ever become a corny expert on love?"

Applejack laughed through her tears. Twilight continued, "And you're not the only pony who prefers the company of other mares." She winked.

"Twi', do you mean- you're-"

"I think I've always been. Especially when I'd pass a big strong stallion in the street and feel nothing inside, even if he winked at me and tried to get me in a conversation. I didn't really realize it until recently."

"So do you have a special somepony?" Applejack asked, smiling once more. "There's gotta be somepony."

Try as she might, Twilight could not stop the flush of color on her cheeks. Her abdomen trembled as if someone had opened a cage of birds inside her. "There is somepony but- can you promise not to tell?"

Applejack nodded and sat up in bed like an excited foal, forgetting the cold, and creeping back under the covers a second later. "It's Princess Celestia," Twilight said lamely.

"The Princess?" Applejack gasped, mouth agape as if she had never heard anything of the kind. Twilight managed a nod. "Gosh! Ah guess your family's got a thing for fancy royal ponies. So that's why ya were in Canterlot?"

"Well- not exactly, but yeah." Suddenly Twilight started laughing and her giggles rang out in the stillness. She had no clue why it was so funny. Applejack soon joined in and the tent shook with peals of laughter. For a while the two ponies lay there watching their breath rise above them in evanescent swirls, listening to the howls of the tempest outside and imagining that it was only a spring rainstorm. "It'll be our little secret," whispered Twilight. "No matter what, we'll always keep it safe and we'll always be here for each other."

"Deal." An orange hoof smacked against a purple one.

"Should we try to get some sleep now?"

Applejack found that sleep came much easier with Twilight's comforting presence at her side and the warmth of their shared secret. Twilight, imagining how Canterlot's lights shone in the distance, only found her personal dreamland when she fantasized that Celestia held her safely in her hooves and kissed her goodnight.

In the other tent, Pinkie Pie cradled an exhausted Applebloom and snored gently. She had scarfed down a few 'emergency' cupcakes before blowing out the lantern and tucking blankets around the two fillies. It was remarkable, Scootaloo thought, how easily sleep arrived for the party pony. How can they just sleep through this? She trembled like a falling leaf, jerking upright at every tiny noise. In her overactive imagination, the shrieking wind gusts were the roaring of a rampaging behemoth that tossed aside tree trunks as if they were toothpicks and devoured nine ponies at a time. Its jaws dripped blood and fallen ponies dangled from its multitude of snaking limbs.

Scootaloo fell into a fitful sleep only by imagining that her hero Rainbow Dash was standing guard at the cave entrance, cockily defying all danger and unleashing a Sonic Rainboom in the face of thirty monsters to blast them all to oblivion.

---

Big Macintosh pulled a cartload of apples along Ponyville's main street. He chewed a sprig of wheat and nodded greetings to passerby, walking with a distinct spring in his step. A farm pony's work was never done, but today was a special day- the day that marked the end of apple season and the conclusion of two months of applebucking and setting aside crops for the oncoming winter. None too soon, for Big Mac mistrusted the incoming weather. It was pleasant enough in the sunlight, yet the shade was far too chilly to be comfortable, and the gray clouds above seemed here to stay.

Apple season, though, was far from over. The family's livelihood partly depended on the revenue from selling apples at their market stand, an activity usually done by his sister Applejack and sometimes by Applebloom when she was on yet another quest to find her cutie mark. So today he was filling in. Apple sales had been excellent today; the first cartload had sold out shortly before noon so he had brought a second one.

His sisters were still away on their camping trip to a place favored by his Pa and Ma back when he was a young colt. Before their untimely death in a carriage accident when he was eight years old, in early summer they would take him and baby Applejack to a special place in the Unicorn Range where, after spending the night in a snug mountainside cave, they would hike over the mountain pass and watch the sunrise shine through the rainbows of Cloudsdale in the distance. It was a stunning view. Any minute now, he reasoned, they should be heading for home.

"Fresh, juicy apples for sale!" Big Mac called to passerby. Not used to the attention, he murmured a shy "eeyup" or two when asked questions about the apples. Resignedly he settled down at the stall for the rest of the selling day- if it was up to him, he'd stay and do work around the farm while Applejack helped the customers. He wasn't much of a talker.

And then he saw them. Coming up the lane were five ponies, his sister in the lead, who looked as if they had been through five months of hell. He sized them up with a practiced eye: windswept manes, sore hooves, downcast faces. "Applejack! Are ya okay?"

"Thanks to that cave of yours, we're all right," replied Applejack. "But just barely. Ya need to take these fillies back to the farm and get 'em some blankets and hot soup. We almost got frozen to death up there."

"But- but sis, why don't ya take 'em and get some rest yourself? Ah'm fine here."

"Well all right, if you're sure… Twi', Pinkie, ya best be gettin' home. Ah'm mighty sorry our campin' trip turned out so horrible. We best do it earlier in the season next time."

"We made it through because of you, Applejack." Twilight hugged Applejack tightly, trying to put many unsaid and important things into the hug, and the earth pony blushed underneath her freckles.

Pinkie Pie bounded in circles around them like an excited dog, as if the stress and exhaustion of the previous twelve hours had no effect whatsoever. Her mane billowed in rhythm with her limitless sugar-fueled energy. "HUG TIME!" she screeched, and Twilight and Applejack were soon buried in pink fluffy mane.

Applejack led the fillies away. "Ah'll come by later, Twi'."

Which left a very hungry and very tired Twilight Sparkle to walk home on her own, Pinkie Pie no doubt on her way to tell Rainbow Dash all about the adventure. That is, if it could be called an adventure and not a day where everything went south. She wondered on the way home if camping should be renamed 'freezing'. Having been on camping trips with her friends twice in her life so far, neither of which had been very pleasant, she resolved that next year's outing would be to the beaches of Las Pegasus or, failing that, the gardens of Canterlot.

No one ever froze to death on beaches, right?

---

As the shadows began to lengthen, Twilight felt much more at ease when she arrived back home. Spike had already started a fire in the hearth and was hard at work removing books and dusting shelves. "Twilight!" he exclaimed when she plodded through the door. "How was the trip?"

"Where to begin," said Twilight wearily, shrugging out of her saddlebags. "You know, just any other day. Freezing cold, creepy wind, hiding in a cave all night." She waved her hooves to indicate the 'creepy' wind.

"I made some tea, and there's a fire going."

"Thanks, Spike." She ruffled the dragon's spines affectionately. "Now I should get busy on catching up. I'm way behind on my studies. Oh- and did the Princess send any messages while I was away?"

Spike shrugged. "Nope. Pretty sure I'd know if she did, 'cause you know, the whole burping fire thing and all."

In truth, her studies were right where they should be, but she was not in the most talkative mood. She curled up on the sofa, a volume of Pegasus history in her hooves, and tried without success to keep her mind on the book. Not having to focus energy on staying warm meant that her overactive thoughts could wander. They now wandered to her Princess and what could possibly delay her letter. Never had Celestia withheld or forgotten about sending a reply to Twilight's letters. Something vitally important must have interfered. Her uncertainties about Fluttershy also returned; was her friend just avoiding them or was something wrong?

CRASH. A heavy object slammed into her door one, two, three times. Twilight jumped right off the sofa in fright. She hurried to answer it and there in the doorway was a very disheveled Fluttershy. Her surprise that Fluttershy could strike her door with such force, although great, was overshadowed by the shock of her appearance. Twilight had never seen Fluttershy in such a state.

Her mane was a fright and flecked with dirt and leaves, and Twilight noticed a serious slash on her flank framed in dried blood. Shallow grazes covered her face that appeared as if she had lost a fight with several thorn bushes. What scared Twilight the most were her eyes; those cyan orbs that usually radiated love and happiness now only reflected fear. Pure, unadulterated fear.

"Fluttershy! Are you all right? What happened to you?"

The pale yellow pony took four steps through the doorway and onto Twilight's carpet before collapsing. She gasped out several words: "Twilight… I only just escaped… need to talk to you- alone… it's not safe…"

Spike, on a ladder to dust some high bookshelves, caught sight of Fluttershy and tumbled right off.

Twilight quickly took charge. "Spike! I need you to bring clean water and some towels. And get my special potion kit from upstairs." Spike hurried off and Twilight helped Fluttershy to a chair. When Spike returned, Twilight slowly brushed her friend's coat clean of the tree twigs and dirt. She then mixed up a simple relaxation potion from a few herbs and tipped it down Fluttershy's throat. Fluttershy's labored breathing soon quieted, and yet there was no change in her fearful expression.

"Spike, do you mind giving us a little privacy for a while? I'm sorry." The dragon was nonplussed but retreated to the upper floor of the library and Twilight magicked the door shut to be safe. "Now Fluttershy, you're safe now. Whatever is after you won't get you in here." She touched her hoof to Fluttershy's shoulder. "What exactly happened out there? I haven't heard from you in days! We were so worried about you!"

Fluttershy lowered her head and only after examining herself for injuries did she speak. Her voice was a quavering squeak. "I'm sorry, Twilight. I meant to make the camping trip today, but- my animals. They've been taking all my time and energy. They're all so fretful and scared and some of them are getting sick and I have no idea what's causing it."

"Fluttershy- how did this happen to you?"

"This morning I went outside and found a squirrel on my doormat. He was out of breath from- from running away from something, or that's what he told me. He was so scared that his little paws were shaking, and- and-" Fluttershy gasped for breath. "So I brought him inside and gave him some medicine, and all I could get him to tell me was that 'something killed his family.' Then he fell asleep and didn't wake up again…"

The frightened pony continued her story in a rush of harsh gulping and whispered words. "He wasn't the only one. Two of my thrushes are missing and the others won't tell me why, only that they're too scared to go in the forest anymore because of it. And- and- I went to Zecora's today to buy a few herbs, but- oh, Twilight-"

As Fluttershy tried to explain- with many fretful gasps and stammers-what happened to her in the Everfree Forest, Twilight Sparkle began to feel a very familiar chill running down her back. A chill that made her cast a powerful warding spell over her hastily locked doors and windows. She didn't feel much better afterward. None of what Fluttershy now described made sense, at least to Twilight's rational mind, but whatever it was that spooked the Pegasus, it was quite serious.

"I went on a walk to Zecora's," began Fluttershy.

Fluttershy hovered low over the dewy grasses, flying briskly. It was a shame, she thought, that the day was so gorgeous and she couldn't stop to smell the wild lilies and rhododendron that grew by the riverbank. Her errand was important, though, and there was no time to dawdle.

She had a comatose squirrel to tend. And the ingredients she needed for a healing remedy were depleted. She knew she had to fly to Zecora's hut in the Everfree Forest because the eccentric zebra was the only source of these herbs she knew. Yet- the forest. It took the shy pony two full hours to work up the courage to enter its borders. This made no sense when she thought about it, because much of her work with the local Ponyville animals and birds took her within range of the forest every day. Several beaver dams and birds' nests were deep enough in the woods that Ponyville was beyond sight or sound and the only thing for a mile around was dense greenery.

The forest was so named because the animals there, and even the weather above it, acted of its own accord. Pegasi and earth ponies had no control over any of it. It was a relic of much older times when untamed portions of Equestria were prey to rampaging monsters and fantastical creatures, many of which were now extinct and found only in history books, but some still stalked its paths to this day. That cockatrice came to mind.

This notion had always fascinated Fluttershy, who found it unbelievable that animals could exist freely and without the guiding hand of ponies. She only made forays into the forest to keep a watchful eye on some of the creature populations and offer help when necessary, such as when a nest fell from the canopy of branches where it belonged. But within the last month, a funny feeling crept over her whenever she was in or near its woody boundary. A feeling that made her constantly look over her shoulder in the off chance that something was there, and a feeling that led her to travel very cautiously in case she disturbed anything.

Lately this feeling had given way to unfounded dread. Fluttershy knew and respected the unnatural properties of this forest, but animals acting on their own had never caused hairs to raise on the back of her neck, as had happened when she had last visited the beavers' dam. Something sinister was afoot here. It had taken such a firm hold of her mind that just the glance of the woods from her bedroom window sent a shudder through her body.

Yet Fluttershy couldn't put her finger on what exactly was wrong. It was only tiny things that seemed to change, such as the songbirds which, for whatever reason, had ceased their ever-flowing song and vacated their nests near the forest's edge. Or the den of badgers that, on further inspection, housed several malevolent snakes instead and the badgers were nowhere to be found. Or, further still, the very air itself. There was an oppressive stillness to it that tended to suppress every playful impulse. Before, the woody air vibrated with the untamed life and free energy of a million forest creatures and plants.

And now it was as if all that life had ground to a halt. Birds no longer sang in the overhanging branches. The gentle falls of her hooves on the forest floor seemed to echo from tree trunk to tree trunk, like the trees themselves were hiding from an unseen threat and were sounding a warning to the others.

For this reason, Fluttershy avoided the ground and kept to the air as she sped toward Zecora's hut. The Pegasus would much rather walk but today she trusted her wings much more. They would make the journey much quicker. "Why does Zecora have to live so far away?" wondered Fluttershy as she flapped her weak wings furiously. Then, a few minutes later: "I wonder if she's noticed anything different."

At length Fluttershy reached the zebra's hollowed-out tree of a home. She alighted on the doormat and knocked. The loud reverberations made her wince. "Welcome to you, friend Pegasus. Come inside and share tea with us," said Zecora, opening the door (rather quickly, Fluttershy thought) and ushering her inside. Her cautious glance at her surroundings didn't escape Fluttershy's notice.

"Methinks you have come for an herb or two. Never fear, I will do my best to help you." Fluttershy handed Zecora her list and sat near the fireplace, sipping from the earthen mug she was given, while Zecora searched through her hut and muttered in a strange language.

The hut was cozy and smoky, shimmering with the fumes of whatever brew the zebra had been cooking in her cauldron. Fluttershy found herself relaxing in the familiar atmosphere. Or she was, until she caught Zecora's next cryptic rhyme.

"Ponies ought to take care in the woods. Things in the forest have not been good."

Fluttershy stiffened and asked Zecora what she meant, and received only more couplets that, in combination with the steam and the zebra's ominous tones, made her shiver. "Strange things have happened of late, I often fear for Ponyville's fate. The forest has become quite dangerous, its creatures fearful and timorous. If the trees remain as hostile as this, Zecora will move where there are less things amiss."

Fluttershy, despite the safety of Zecora's walls and the protective enchantments that no doubt surrounded them, wanted nothing more than to be within her own house. The cryptic words sent chills through her whole body. She paid Zecora for the wrapped package of herbs and thanked her, adding an extra few bits as a tip, and dropped it in her saddlebag. As she made for the door Zecora stopped her and said, "Take care in the woods, dear Fluttershy. If you came to harm I would surely cry."

"I'll try," stammered Fluttershy.

Zecora graciously but firmly shut the door behind her. All too soon, she found herself surrounded by silent forest.

Except…

Something had changed, and she could feel it.

The stillness was suffocating. She took a deep breath and steeled herself, noticing that the very air she pulled in seemed to resent the disturbance and cling stickily to her lungs. A twig snapped under her hoof and it sounded like the crack of a whip; she let out a shriek and took to the air. She instantly regretted the noise because there was a distinct rumbling sound, coming from every direction, that grew into a low angry drone felt through the sensitive muscles in her wings. Her cry of fear died on her lips.

"H- Hello?"

The sounds cut off abruptly, but at the same time Fluttershy felt like there was a hidden malice somewhere nearby. She hovered in midair six feet from Zecora's cottage, whipping her neck around in rapid arcs. At that moment she found her strength and put her wings to good use, rocketing away from the clearing and in the direction of home.

Tree branches lacerated her face. The speed of her flight sent dead leaves falling to the earth. In her haste she crashed right into a towering oak, her face meeting unyielding and very sharp bark. Leaves sprayed everywhere and she fell stunned to the forest floor.

Then she heard it again, louder this time: a deep droning roar, like there was a dragon trapped underground and struggling for freedom. She rose shakily and tested her wings for injury, wondering uselessly why it had suddenly grown so dark. It was near noon when she left Ponyville.

By then it was already too late because the noise was the darkness.

It rose in swirling tendrils around her, forming itself into large tentacles that writhed like snakes impaled on nails. Amidst this hideous mass was a pony's face- admittedly a blank and malicious one with raw and bleeding holes for eyes, but recognizable as a pony face nonetheless. Yet as Fluttershy watched, her fear rooting her to the spot and turning her muscles to water, she saw that it was not a single pony's face, but nine. Each one rose on a black stalk and fixed its gaze on the pony beneath it. Its boneless limbs of smoke curled and thrashed at the ground.

It roared. Nine grotesque mouths opened to reveal rows of bloody misshapen teeth, and a sound came out that Fluttershy prayed she would never hear again. It attacked her with horrid miserable screams, the screams of millions of dying creatures or ponies or whatever in Equestria could make such a sound.

Fluttershy closed her eyes, hoping for a swift end just to end the torment of those unearthly voices. In her mind she heard the voice of Rainbow Dash: "RUN!"

And she did. She bolted away, using her wings to fuel her hooves' speed, and just escaped the crushing tentacle that curved down to meet her. It raked across her flank. Fluttershy ran faster than she had ever run before, well past the point where her muscles screamed from anaerobic breakdown and her lungs seized up from the strain.

Twilight sat next to the shaking mare, mouth hanging open. She neglected to notice a purple dragon's face peering out of the doorway above her. Fluttershy was shaking so intensely that she could barely speak. "And then- then I ran. I wasn't sure if it was chasing me but I just ran as fast as I could, back here. My house didn't feel safe because it was so close to the forest." At this she burst into tears and Twilight could not get another word out of her.

Spike, who had only overheard the last of the conversation, stood motionless. He didn't know what to make of it all. Twilight pulled a blanket over Fluttershy and held her hoof in an effort to stop the tears. She was as clueless as Spike.

The Everfree Forest was a dangerous place. Everypony knew that, although never, in real life or in stories, had she heard such a story.

Twilight offered Fluttershy her bed, but Fluttershy tearfully refused her offer and slept curled up on the sofa. She caught a few hours of fitful sleep and throughout the night thrashed and uttered wordless cries. Twice Twilight had to pull the covers back over her friend after she kicked them free.

It's going to be a long night, thought Twilight as she lay in her wintry cold sheets. The magically conjured fire in her bedroom hearth provided plenty of heat but the chill creeping into her bones was not one that wood heat or all the blankets in the world could remedy.

Tonight, more than ever, she wished for her Princess's touch. The touch that made her feel safe and guarded her from harm. The branches of the trees outside her window looked like evil arms reaching for her. Each tiny noise in the night made her jump.