"It's dark," a colt's voice softly echoed throughout the chamber of caves.

"And cold," a filly's voice chimed in.

"And wet," a posh voice joined in.

"And scary..." the fourth voice squeaked.

The dark caverns made it almost impossible to navigate. The sheer darkness left them in a position where they had no idea a dead end would be ten-hooves away from them. Their hooves met wet mud and bits of rock.

"M-My hooves are ruined!" Rarity silently screamed. The magic from her horn magically faded away as the ponies found themselves in complete darkness.

"We'll clean them after this," Flitter whispered to the white unicorn.

"Yeah, my wings are a bit soaked," Thunderlane said, extending his wings, "Where do you think the exit is?"

"I don't have the slightest idea," Cheerilee said as Rarity's horn began to glow faintly.

"I don't much energy left," Rarity said, "Those beasts only fed us cookies and snacks!"

"They, er, weren't that bad..." Thunderlane mumbled, actually liking the treats they gave them.

"Don't you know what they contain?!" Rarity snapped, almost shrieking, "They're literally killing you from the inside!"

Thunderlane looked down at his stomach in horror as Cheerilee joined in the conversation.

"Too much of it is bad for you, Rarity," the little filly said, "Too much of anything else is too."

"I know one thing you can't have too much of!" Rarity said, holding onto her belief.

"And what is that?" Flitter asked as Thunderlane rubbed his belly with a hoof.

"Y-You'll laugh at me," the unicorn said, puffing her cheeks up.

"No, we're not, tell us," Cheerilee said, Rarity's horn now maintaining light.

Rarity looked nervously at the fillies, while Thunderlane was cradling and rubbing his stomach. His eyes were wide in fright, thinking about dying from the inside.

"F-F-Fashion!!" Rarity said with pride and a flip of her mane.

Flitter and Cheerilee looked at Rarity with a raised eyebrow. The gesture and the tone of her voice made the two fillies spit, trying to hold in laughter. Rarity fumed and puffed her cheeks, glaring at the pegasus and earth pony.

The crumpled photo of a rainbow colored filly was looking into the eyes of Wane. The colors of his boring gray mane was slowly turning into all sorts of colors. The colors of the rainbow. With a small smile, he put the picture close to his heart. But an eerie feeling left his heart jump, making him drop the picture.

"Wax?" Wane whispered, looking at the dark sinister forest around him. He tucked his hoof close to his chest, thinking that the picture was with him. His heart dropped, looking into the face of a emotionless creature. It tilted its neck before Wane blinked.

It was gone.

An ominous mist began to shroud his vision, rendering him terrified what was happening.

"No!" Wane said, backing up blindly. Sweat poured from his head when he felt an evil and dark presence. Everything was silent, no noise of telling him what was going to happen next.

"Please! Spare me!" the pegasus exclaimed, walking right into the rough bark of a tree.

Wane extended his wings to prepare to fly, but a sudden attack from the darkness halted him. A tentacle grabbed his wing and ripped it off, rendering it useless. His dark cyan wing made a tearing noise, exposing the tendons and muscle tissues. The bones made a loud snapping noise as blood tainted the feathers.

"Ah-AH-MMPH!!" Wane tried to scream out, but he was gagged immediately. The sounds of his voice was muffled as his other wing was slowly torn out from its socket. With a pop and a crack, his bloody feathers and wing fell to the ground.

All he could do was collapse and feel the pain shoot through his body. Blurred black and white images repeatedly went over and over again in his mind, feeling losing control of his sanity. Beginning to shake, Wane's eyes rolled to the back of his head. The tentacle that covered his mouth then stuffed itself inside and grabbed his throat. With a terrifying rip, his bloody voice box was thrown high into the trees. Breathing made him unable to move as well as his dismembered wings and painful mind.

Every second of life was unbearable. He just wanted to end everything.

A bloodcurdling scream from his throat was muffled as the black tentacles lifted Wane from the ground. Blood was beginning to fall from the white of his eyes. Wane felt his body unable to escape the death grip. A tall humanoid figure suddenly appeared next to him in the darkness. Wane could feel his mind about to explode, grunting and straining with the stress put onto his body. The monster of the Everfree Forest then punctured Wane's gut, ripping his entrails and stomach contents out with one swift motion.

Blood splattered everywhere, a few drops landing on a picture of Rainbow Dash. The crimson blood slowly slid across the picture as the tall monster dropped Wane to the ground. His eyes were flowing out blood, his body jerking around from the intense pain.. But with his dying eyes, a tear fell from one of his eyes. The picture of the filly he loved somehow calmed his nerves, numbing the pain.

The monster of the Everfree Forest took two tentacles and snapped Wane's neck, ending his life on the spot. Blood dribbled from Wane's mouth, leaving Slenderman to gaze on the corpse. The entrails led a beautiful trail and a magnificent color out on the forest floor.

"Hey look, an exit!!" a voice softly exclaimed from not that faraway, catching Slenderman's attention. He looked over to the cave's exit with no emotion and stood there. Faster than a blink of an eye, he disappeared. No footprints where he stood, only Wane's last heart beats were the only noise. The flow of blood increased, going down a downhill slope. The teardrop from his dead eye slid down the blood.

The picture of Rainbow Dash softly rustled in the wind, where a teardrop and blood went at its frame. The wind then picked it up, letting the picture fly deep into the forest.

"Hey look, an exit!!" Flitter whispered in excitement, making a little bounce with her wings fluttering. Her eyes were happy to see the moonlight as well as Rarity Thunderlane, and Cheerilee. They galloped to the mouth of the cave, where a graceful cold breeze met them.

"I never felt so grateful to feel an evening's breeze!" Rarity exclaimed, taking in a deep breath.

Cheerilee jumped for joy, smiling brightly. She looked around in the hopes of seeing Ponyville from where they were. Scanning the trees, all she was were trees, the darkness, and more plants until an odd creature with a white face came into view.

"Huh?" Cheerilee said out loud, rubbing her eyes. She looked to where she saw the figure and squinted. There was nothing. Cheerilee raised an eyebrow and wondered what she saw.

"Did any of you see that?" she asked, feeling anxiety in her gut. She started to back away from the trees and right into Thunderlane.

"What's wrong?" the colt asked, looking down at Cheerilee, "And see what?"

"Something creepy," Cheerilee said, pointing into the forest with her hoof. She looked up at Thunderlane and began to describe the thing she saw. "When it looks at you... It's as if it's your worst nightmare... It has no face, it's scary..."

Thunderlane looked up and saw something that was out of the ordinary. No more than the closet tree, which was about ten feet, Thunderlane felt himself begin to hyperventilate. His mind began to disintegrate from reality, leaving him staring at a strange creature. A sudden thump on his chest broke the concentration, making him look down at Cheerilee.

"We need to get out of here," she said, crawling across the ground in fear.

Thunderlane gulped in agreement, remembering the feeling of losing his mind. He looked back up and saw nothing. However, as soon as he turned back, Slenderman reappeared. Still in his slim black suit, he watched each pony with curiosity. His head then detached and floated behind Thunderlane.

"Hey, Flitter, let's go," Thunderlane said, poking Flitter on the side, "I have a feeling that something is watching us..."

Slenderman looked at each of them in curiosity, wondering where he had seen them before. The gray stallion beforehand was still trespassing in his forest, despite the warnings he was given.

"Yes, I've heard that disgusting things live in the forest," Rarity said, looking around in front of her to see an opening in the trees. "I don't want to be in here any longer."

Slenderman perked his head up upon hearing Rarity's voice. Looking at her little white flank, he couldn't see her cutie mark. Cheerilee picked herself up and began to walk.

"Alright then, let's go then," Flitter said, looking back to the group, "But first, we-"

Flitter stopped talking and looked up behind Thunderlane, Cheerilee, and Rarity.

"What is it?" Cheerilee asked, brushing herself off, "What do we need to do next?"

The moment Slenderman looked into Flitter's eyes, he could see and feel what the filly was feeling. Feelings that he would feel. Feelings that he felt for the past thousands of years. The one feeling that would always be with him.

Fear.

Flitter slowly backed away, signaling the three other ponies to be aware that something was behind them. Slenderman's head looked at each of them before his body dissipated into darkness. Tentacles manifested and grabbed each of the ponies' legs and held it tight, restraining them from running away.

Rarity screamed at the top of her lungs and fired a powerful beam from her horn onto Slenderman's face. The bright blue color made a direct impact onto the white face and dazed him a little. With the unexpected attack, Slenderman lost his grip and fell to the ground.

"Run!!" Flitter said, her wings starting to flap.

The three other ponies went off immediately into the dark forest. However, in a blink of an eye, Slenderman disappeared, leaving no trace of where he was.

"Just look forward!" Thunderlane said, galloping through the thick bushes, "Don't look back!!"

Cheerilee was not to far and Rarity was within hearing distance. She was screaming as she was running.

Rarity's screams was soon followed afterwards when Slenderman suddenly appeared before him. The moment the pegasus felt odd noises in his mind, he closed his eyes. When he did, he turned and began to run to a different direction. In a blink of an eye, Slenderman was nowhere to be seen.

"Help!!" Rarity screamed out, "Help!!"

A shadowy mist then suddenly swept by her, knocking her off her hooves. Rarity grunted and ate dirt, going head first into a pile of mud. Not far from her, Slenderman reappeared and began to approach the white unicorn.

"Ugh!! Dirt!!" Rarity exclaimed, wiping off the dirt. However, wiping it only smeared it and made it messier on her white coat. She was silenced when an ominous shadow loomed over her. With a tentacle by her hoof, Rarity screeched and waved her forelegs around.

Slenderman looked at Rarity with a surprised look. Normally, he would kill them on the spot. But this certain pony was halting his bloodlust. With his tentacles groping Rarity, he had no idea where he was touching her. Rarity's face blushed red and slapped the tentacles.

"Watch where you touch you uncivilized fiend!!" Rarity exclaimed, but a sudden constriction made her stop talking.

Slenderman used his tentacles to bring up Rarity's leg and wiped off the mud where the cutie mark would've been. The three diamond he saw bombarded a shockwave of memories in his head.

What seemed to be the older version of Rarity flipped her hair and began to speak without words coming out of her mouth. A few more images of his mind left him staggering, making him drop Rarity right into the mud pie.

"Wa-ooch!!" Rarity grunted as she landed. Looking up, what she saw was the scariest thing in her life. The blank white face that was staring at her was looking straight at her mind, straight at her soul. Both Rarity and Slenderman felt a shockwave of a rainbow explode in their heads.

When that happened, Rarity blinked to find Slenderman gone.

It was as if he was never there to begin with.

Author's Notes:

I haven't done much gore stuff in a while. Much apologies if it sucked. Actually, I haven't been here in a while. Damn, sorry everyone. I've improved on my writing and now see this story as complete garbage. Well, in terms of grammatical errors and all. I'm indenting now as you could see the difference from the previous 8 chapters.

Now, I have a question for all of you. I'll be posting this in a blog to ensure all of your votes are counted for soon. Should I start a rewrite as soon as possible or after this story done? I can't even look at the first 8 chapters without vomiting and committing harakiri.

All I hope is that this masterpiece story will be completed soon as possible to get the job done. Getting this done will open new possibilities for more hopefully.

I thank all of you patient readers for waiting.
Thank you.