After sating Spike as best she could with such hollow promises, she and her friends headed for a spot near the Everfree Forest where Rainbow Dash, during several days of training, had discovered the patrols had a weak link, a slacker that liked to take his time moseying along the treeline, as if the creature he was supposed to be keeping an eye out for wasn't anything he couldn't handle. They were always the first to die in the horror movies, so she had no doubt that if the Nightmare were to attack, he would wind up first screaming like a little foal, and then getting gobbled up as if consumed by a vacuum.

Twilight had initially believed that it would take a teleportation spell used on her friends one-by-one to get them into the Everfree, but Rainbow Dash was correct, disturbingly so in Twilight's eyes. Young ponies and foals would be all the more curious about what's so important inside of the forest that it would require constant twenty-four-hour patrols, so a gap like this could allow even the most aloof little filly or young colt to get inside. When the Princess came looking for her after this thanks to Spike's need to watch out for her, she would have to have a talk with her about the patrol duties of at least one of the Royal Guards.

Once they were all deep enough into the forest, Twilight was the first of the group to speak up. Given the situation they were in and how often they tended to lean towards Twilight for leadership, the fact that she was asking them to keep their eyes peeled for specific types of plants didn't strike any of them as being odd save for Fluttershy, who had spent the most time out of all of them with Twilight during her return to Ponyville. It wasn't until Twilight asked for Sootheroot that Fluttershy finally spoke up about the whole thing, despite Twilight explaining what the potion ingredients were for.

"U-uhm, Twilight?" the meek pony stuttered a little. "Just, how does this potion work?"

"I already told you Fluttershy, it-"

"Well yes, I know that, but-" she started to say, noticing that the others were listening in as well, Rainbow Dash currently having one of the roots in her hooves. "Well, it's just that, I give little pieces of Sootheroot to my animals when they get hurt as a pain medication substitute. Why does this potion need something like that in it?"

'Damn you for having that kind of random knowledge!' Twilight cursed in her head, but she had prepared for such questions. Just....not this one in particular. It only took her a mere moment to come up with an appropriate response though.

"W-well, this potion really messes with your head, and Sootheroot isn't very effective on us ponies compared to animals because we're normally much bigger than the animals you give the Sootheroot to, right?" she both stated and asked Fluttershy, trying to steer the conversation in a more favorable direction for her, a more convincing one.

"Well yes, I usually crush the root up and give it to my smaller animals. For animals as big as Mr. Bear though, I usually have to buy actual drugs for if he ever gets badly injured."

"Well, there you go! This potion requires a lot of Sootheroot because we're much bigger than little mice and owls and such, because it really messes with your head to block out external influences, and more than likely will give you a really bad headache."

"Oh! Oh my, I hope we don't wind up having to do something like that then, forcing you to rely on that potion I mean," Fluttershy said, thinking for a moment before looking around at some of the trees. "Just a second Twilight!"

Rainbow Dash dropped the Sootheroot she'd found and dug up into one of Twilight's saddlebags, within one of six pouches set inside of that saddlebag to separate all the ingredients for the potions she intended to make whether she 'needed' them or not. Fluttershy flew over to a tree that had a hollow hole in the middle of it, and very lightly tapped her hoof against it.

"Excuse me? Is anyone awake in there?" she asked quietly in that calm and reassuring tone. A small chipmunk stuck his head out, seeming as if he knew Fluttershy, chittering at her rapidly for a few seconds.

"Oh, hello mister Munk! I need your help, you see, my friend is making potions and....what? The zebra? Oh, I'm sorry, I know she was always very nice to all of you, but the forest has gotten very dangerous for us ponies and she-what? Oh! No no, she's okay, she just had to move to Ponyville outside of the forest, where I live. You remember, right?"

Twilight just watched and listened with wonder as her friend, speaking perfectly good Equestrian, held an actual conversation with a small chipmunk. That was just chittering at her and making all sorts of wild motions with his tiny paws and feet, pantomiming various events likely social in nature, judging by how much Fluttershy was giggling at some of the stories. Eventually though, Fluttershy got their conversation back on track.

"Hee! Miss Badger is so silly sometimes, you can't find a mate in Everfree Forest without scent marks....uhm, b-but we got distracted, it's been a while since I've seen you after your leg injury. But my friend, she needs lots of Sootheroot, that medicine you said looked like it tasted nasty and was nothing but wood, but tasted really sweet and made the pain go away when you chewed on it? Do you know where any more of it is?"

Fluttershy's conversation with the chipmunk had, unbeknownst to Twilight and Applejack (who had decided to watch the spectacle with a certain level of interest as well), attracted the attention of several other friendly forest creatures that spent their time in the Everfree instead of either in random trees and locations in Ponyville, or at Fluttershy's cottage. Many of them came over and started talking up a storm in their own special animal language, a language that Fluttershy seemed to understand perfectly despite all of it being nothing but chitters, chirps, croaks and screeches of varying degrees, not to mention the hisses that had Twilight taking ten steps away from the snakes that had slithered over to join the gathering.

When all was said and done, most of the animals dispersed to go and do what most animals spent their entire day doing, the snakes seeming to follow some kind of unwritten, or rather unknown, rule regarding such gatherings, and went in a direction as opposite the direction most of the other animals went as possible, so as to give their prey a decent chance. Of course, they likely didn't want to fall under the spell of Fluttershy's Stare.

The chipmunk hopped onto Fluttershy's back, then skittered up her mane and up onto her head, pointing to the East. Fluttershy smiled and nodded a little before turning back to Twilight and Applejack.

"They all said there's a lot over in that direction, you just have to dig really deep! Applejack, would you like to come and help me with it?"

"U-uh....heh, well, sure thing," the farmer pony said somewhat hesitantly. "Y'all sure these lil' critters know what they're talkin' about? Ah mean they just LOVE raidin' mah farm, th' rabbits do, anyways."

"Oh yes, I'm very sure! My animal friends have never lied to me, because they know they can trust me. I would never do anything to hurt them, and I would never let anypony else hurt them!"

AJ sighed and nodded a little. "Well, just gimme a moment 'til one o' the others comes back, so Twi's not stuck here-" she said, only to notice Rarity coming back. "Perfect timin'! Rarity, ah'm goin' with Fluttershy t'git some o' that Sootheroot, can ya stay with Twi 'til ah git back?"

"I'm right here y'know, you can stop acting like you're babysitting me." Twilight said in a flat tone.

"Heh, sorry Twi, just don't want somethin' happenin' to ya while none of us are nearby t'help ya out."

Rarity had returned with a bunch of Softweeds, a name betraying the gentle beige color of the flowers themselves, her critical nature towards making things look beautiful causing Rarity to weave the flowers as best she could into a wonderful bouquet, tied together with a beige ribbon that Rarity had stowed away along with a varied assortment of colored ribbons in her saddlebags.

"Of course Applejack dear, please, go right ahead! We'll be just fine until everypony is back here, right Twilight?"

"Of course!" Twilight chimed in.

"A'right then. Lead the way, Fluttershy!" Applejack exclaimed, heading off with her friend and their chipmunk guide.

With that minor bullet dodged, Twilight took the moment to look around herself, finding a few of the herbs with the help of Rarity's gem-finding spell, modified to help them both in locating some of the mushrooms that were components of the potion as well.

"Well I must say, at least this time our trip through the Everfree Forest isn't as ghastly as when Nightmare Moon stalked us through it! She was such a terrifying menace, I mean do you recall what she did to that poor River Serpent?" Rarity stated with her usual flourish, since there was little else for the two to do outside of waiting for the others to come back with their total amount of the potion ingredients.

Twilight simply nodded while rubbing the side of her head, a sudden sharp pang of pain striking her directly in the sides of her head, right at her temples. She cringed and clenched her teeth, rubbing one side with a hoof while looking around. She felt as if her vision were being toyed with, split in half even.

As she closed her eyes, she felt as if her right eye had detached itself from her, as if it were no longer there. When she opened them, however, she was seeing two different things, and the sudden twinge of pain came back as her mind attempted to process an impossible image that was being forced upon her. Her right eye was viewing herself and Rarity from up in a tree to their right, while her left eye was still seeing just fine!

She closed her left eye and looked through the mystery view, and that was when she heard it in her mind.

'Good morning, sister!'

"AAH!" she suddenly shrieked, closing both of her eyes and blinking in a wild panic as the familiarity of that voice rang true in her mind.

She turned her head this way and that, trying to spot the one spying on her, but when she finally managed to close her right eye and look around with her left, she realized that no matter how much she searched, the source of the voice could not be found. She experimented after taking a breath and making Rarity jump in sudden shock at her behavior, closing her left eye and looking through the familiar voice's sight, slowly turning her head and adjusting her 'aim' until she was facing it directly. She then switched to her left eye and looked at it, and while she felt a presence, she couldn't see it either.

Soon, Twilight could feel similar presences all around them, her one good working eye looking this way and that, Rarity's rising concerns about whatever was going on being ignored in favor of finding just where the danger was coming from this time, and whether or not this was it for her or her friends, though she dreaded that line of thinking. A knot suddenly twisted tighter in her stomach as she switched to her right eye once more, and found herself looking directly at her back, no more than a foot away from herself.

Twilight spun around and wrapped herself and Rarity in a spell, teleporting backwards away from the source of her thoroughly screwed-up vision, already switching back to her left eye to try to spot the source once more....but nopony was there. She could feel a lingering presence, however.

'Oh sister, this is funny! I wish I could play this game with your friends, too. They seem entertaining!'

"Don't you dare touch them!"

'Oh relaaax, I'm not going to hurt them! They're on their way back right now anyways, I gave them some incentive to hurry up, no worries.'

"...What did you do?!"

"TWILIGHT!!!" Rarity screamed at her, finally shaking the Unicorn out of what seemed more like one-half of a conversation. "My goodness, WHAT is wrong with you?!"

"She right here, she's watching us! I-I think she's been watching us ever since we got this deep into the forest!"

Rarity's eyes went wide, stepping up close to Twilight and grabbing hold of her face, looking directly into her eyes. Her left eye was fine, it was the same color it usually was, but the other eye, the right eye distinctly looked draconic in nature, the coloring an exact match for Nightmare Moon. Rarity prayed that she was wrong, but her own keen eye for the features of anypony she takes interest in was far from wrong, she was sure of it.

"Oh, Celestia....Twilight," she said nervously, her horn glowing and levitating a small mirror from her pack. "Look at your eye!"

It only took a moment for the lavender Unicorn to take notice of the physical change, a horrified expression overcoming her. She reared up on her hindlegs and clenched her eyes shut, covering her ears with her hooves, a terrified and equally angered scream rising up from her normally calm self.

"STOP IT!" she screamed at nopony in particular. "Get out of my head, stop messing with my body, stop messing with ME!"

'Oh, but sis-'

"NO! Damn it, I said stop messing with me!"

She dropped down on all four hooves again, her knees about ready to buckle under her as the familiar sensation of helplessness began to pummel her psyche. She stood her ground though, even as she felt the anger beginning to seethe not only from herself, but at exactly the same time, she felt a fury rising up from the voice speaking to her within her own mind. A thought occurred to her in that moment, and it only served to give her a focus for her anger. Anger that felt more like her own, now.

"You! You're the reason I've been so messed up in the head lately!" Twilight stated accusingly.

'Aww, not entirely! Your frustration just gave me a way in, that's all.'

"But you're in Everfree Forest, you're nowhere near Canterlot! How could you possibly-"

'You'll find out when you get here~!' the Nightmare said in a sing-song tone, her giggling echoing in Twilight's mind.

"Fine. Just get out of my head, now!" Twilight demanded, gritting her teeth a little.

'Okay, okay, FIIINE. Jeez, such a temper. Mother really should've put that attitude of yours in check, she always did so when I got upset.'

"Huh? Who?"

'As I said~!'

"AARGH!" Twilight cried out in utter frustration, turning and bucking a tree with all of her might, causing the entire thing from trunk to the tips of its highest branches to shake and rattle about violently. "That little bitch!"

"Whoa, now! Tarnation, Twi'!" AJ could suddenly be heard saying, clearly in a mix of surprise and disbelief. "Ah ain't never bucked a tree that hard. Ah don't think I even CAN buck a tree that hard!"

Twilight blinked a few times and looked over to her friends, just before feeling a plethora of leaves cascade down over her back. She looked up at the blanket of foliage falling down around her, her mouth hung open in surprise and disbelief at the realization that only one thing could have caused that.

"Wh-but, how would I have....?" she stuttered, sitting down and looking down at her forehooves, holding the flat of them up towards her face. She saw nothing. "Wait. Waitwaitwait, she keeps calling me 'sister'. So...."

Twilight's horn erupted with her usual bright glow and powerful aura of magic, but the magic wasn't something she was aiming at any part of her surroundings, though her likely un-diagnosed OCD did force her to take a moment to push all of the cluttered leaves off of herself with a magical wind, surrounding the base of the tree with them so that when they began to decompose, they would return their nourishment to the soil instead of just scattering it around, not to mention all of the little bugs she likely disrupted the lives of in doing what she considered to be an impossible feat of brute strength that she simply wasn't capable of. Normally.

No, instead she turned the magic upon herself, delving into her body with her own consciousness as her tether to reality while she just took a look at herself. It was an advanced spell, but she had used it several times to try to figure out whether or not she was sick or injured in a way that she couldn't actually feel until it was too late, once again likely a symptom of OCD or just her obsession with keeping everything in working order. This time however, as she examined her body inside and out, she found no trace of any bracing of stimulating magicks in any part of herself.

Nor did she find any trace of the Nightmare.

"That doesn't make any sense!" she suddenly blurted out, her eyes fluttering open.

All of her friends were standing around her now, looking to her with no small amount of concern. She scanned over them for a moment, blinking in confusion and rubbing the back of her head.

"Uh....what, what's wrong?" she muttered, blinking a few more times.

"Are you sure you're okay, Twilight?" Fluttershy asked, her back loaded with a pile of Sootheroot that three squirrels were keeping from falling all over the place.

As Fluttershy moved to put the Sootheroot in Twilight's saddlebags, the unicorn smiled. "Well yes, but that's what confuses me. That Nightmare pony just spoke to me in my head, but there's no trace of a telepathic connection, and magic almost always leaves a kind of presence behind. But I couldn't find anything."

"That is rather odd," Rarity chimed in, tapping her chin with a hoof. "I don't claim to know as much as you do about magic, Twilight, but I remember learning about that sort of thing at school."

"They teach that sort of stuff outside of the School for Gifted Unicorns?"

"Why, yes! Even I know how to examine myself in such a way, I do it every morning as a part of keeping myself looking absolutely fabulous!" Rarity said with no small amount of pride and flourish in her tone.

Twilight giggled a little at that and just shrugged the matter off as something that would be answered once she reached the old castle. For now, she checked her saddlebag that contained all the ingredients for her 'special potions', counting everything while her friends very patiently waited and kept an eye out for any looming danger, Nightmare-oriented or wise. When Twilight had finished, she smiled and nodded to nopony in particular.

"Yup, this is everything I need, though I have one Sootheroot more than necessary."

"Oh! Did I mis-count? I'm sorry."

"No no, it's okay Fluttershy!" Twilight quickly said, putting the very reserved and kind pony more at ease.

With her friend at ease, at least, as at ease Fluttershy could ever be in a place like the Everfree Forest, she began to lead them in deeper, her hooves feeling heavier thanks to the dread she felt in her mind, the worry that something massive was coming her way, something she wasn't ready for. True, she had faith in the stability of her friends, the other ponies like herself, the Elements of Harmony, but....would that really be enough to keep any of them safe?

The walk itself seemed to take forever, and further confusion became abundant when they realized that they were upon the very rope bridge they'd crossed the first time without having to cross even a small stream. This confusion welled up from the fact that they had to cross what equated to a very shallow river occupied by a River Serpent the last time they'd made their way to the old castle.

Twilight's eyes locked upon the ancient structure the closer they drew to it, scanning the shadows for any sort of surprise waiting for them. But, they found it utterly effortless to step inside of the main area. Upon entering, however, Twilight found her eyes locking on doorways, scanning them for any surprises.

She barely noticed the fact that her gaze seemed to be guided by someone else's thoughts.

Her friends followed in silence, each of them keeping their eyes out while Twilight seemed to be drawn further and further inside of the castle, like she knew the way without even looking at a map of the place. Fluttershy was the first one to rouse suspicion, though mostly out of fear.

"U-uhm, Twilight?"

"Huh? Yeah-I mean, what's wrong?"

Fluttershy fidgeted a little. "You look, um, distracted...."

"I do? I just....I dunno, I feel like this is the right way."

"Ya sure 'bout that? We never went this way the last time we came here," Applejack added. "Why do ya think this is the right way?"

"I'm not really sure, it sort of feels like I'm being guided somewhere. I think. It's hard to explain. It's like it's me making the choice, but something in the back of my mind is plotting the course and making me think I'm the one making the decision to go this way or that. I think she's guilding us to her," Twilight said, pointing to a nearby arched doorway that had long since lost the door, which had crumbled into chunks of stone at their hooves. "This way."

"Y'know, at the risk of sounding like I'm some kinda scaredy-cat or something," Rainbow chimed in, looking towards the looming darkness dwelling beyond the next archway, and the stairs that led downwards. "Maaaybe this would be a good time to decide whether or not we should really keep going? I mean she's toying with Twilight's head, even if she has answers, is this really a good idea? Just sayin'."

Rainbow Dash's vote of insecurity didn't falter Twilight's hoofsteps in the least, her friends following single-file down the staircase that soon went into a downward spiral, the temperature rapidly dropping the lower and lower they got into the castle's bowels. Step after step the only light around the lot of them was Rarity's and Twilight's horn casting an illuminating glow that warded off their inability to see their hooves in front of their faces, let alone each other.

As they reached the bottom, Twilight levitated five necklaces out of one of her saddlebags, turning to her friends and hovering their respectful pieces of legendary jewelry close to them.

"I thought we might want these as a precaution."

"Aww, yeah! I dunno how exactly these things work, but I feel more secure already!" Rainbow Dash said with her usual confidence.

The others accompanied that, the tension in the group seeming to fade away as they put their necklaces on and Twilight slipped her crown on. She felt odd the moment it settled around her head, a brief sensation of being cleansed before feeling a biting pain in her mind. She didn't mention it however, and simply pressed on, resisting the urge to rub the side of her head in a vain attempt to wipe away the throbbing headache that seemed to be building in her skull.

By the time they walked into what they assumed was a wall at first, Twilight's skull felt as if her brain were doing gymnastics within its confines. She huffed out a breath of hot air that billowed out like smoke in the chilling cold that permeated the room, a quiet and pained groan finally escaping her when she turned her gaze up towards the wall before them.

When they all gazed upon it, they saw several inscriptions that failed to match any language they knew, save for Twilight. She recognized ancient scripture when she saw it, or rather, some mysterious part of her that didn't exist until that very moment did.

"Says....o-ow....!" she tried to tell them, but she found herself falling to her knees under the stress of the pain she was experiencing. "Says 'Within lies her hubris. Turn away if you still can.' Oh by Celestia, my head....!"

While she had translated the single sentence near the top of the wall, her headache didn't kick into overdrive until she attempted to understand the seemingly magical incantation down below that, a spell that appeared to be carved into the massive stone wall itself.

"You alright sugarcube?" Applejack asked while approaching the downed Unicorn.

She was cut short, however, as a bright line of magic from Twilight's horn connected with her necklace, the jewelry glowing a bright and powerful orange hue. The same thing happened with the others, each of them in turn panicking a little as Twilight's voice flooded their minds.

"Twilight?! What's going on?" Pinkie called out to her.

Twilight answered her with thoughts, her mind sending a plethora of desperate pleas for the pain to stop, for her life to return to normal, and even that she sort of wished she could have a dandelion sandwich right about now, she hadn't eaten anything decent since yesterday after all. Her thoughts seemed unhinged, collapsing in on themselves, and soon they all felt the effects too.

Twilight was slowly backing up, back on her hooves now that the pain had receded somewhat. The only thing was that she couldn't see anything. Everything was pitch-black and no matter how many times she blinked, this feeling of something blocking out her vision wouldn't go away.

"Girls....?!"

"Nngh!" Rarity groaned, rubbing the side of her head. "We should get out of here! Something's very wrong! Very-....Twilight, your eyes again!"

"I can't see!!" Twilight said with no small amount of fear.

Rarity could see it plain as day: Twilight's eyes had changed drastically. Though the color was the same as usual, the pupils had reverted to slits, draconic in nature and reminiscent of Nightmare Moon in every way. She trembled at the sight even as Twilight stepped further back behind them. They turned to her just as she began to turn her head this way and that, her ears perking up and alert.

"She's here! She's here, she's right here, she's next to me!"

"Twilight, no one's standin' next to ya. Just relax-"

"NO!"

Twilight jumped like Fluttershy getting surprised by a leaf, turning her back to the gigantic stone door that seemed to have started all of this. She seemed to be panicking more and more with every passing moment, her breathing more rapid and desperate as her gaze shifted left and right. She almost seemed like she was somewhere else, her friend's voices falling on deaf ears.

"How can you all not hear her?! She's breathing so hard, it sounds like she's all around us! It-"

She turned suddenly when she felt a presence behind herself, her eyes going wide and her gaze turning upwards. She barely heard the shrieks of her friends as she gazed into those eyes. The eyes that only she could see. The eyes consuming her and pulling her in, forcing all of her senses to shut down and the world around her to fade into nothingness. Soon, she was alone. Gone.

'Welcome to my Hell, dear sister.'

"I-it's a door....! Nngh....AAAHH-!"

And then, she felt herself falling. All things were gone, and there was only nothingness.

"What just happened?!" Rainbow called out to all of them, her body lowering close to the floor and her hooves digging in as much as they possibly could. "Twiliiight! Where are you?!"

The room felt as if it had been consumed by a hurricane. Whipping winds tore through the room in all directions, sending their manes flailing helplessly through the air and their screams being rended through the wind itself.

They couldn't hear Twilight anymore, hell they could barely even see her. Rarity flared her magic up and looked to all of them, motioning them to follow her as she moved closer and closer to where she saw Twilight last. The room seemed to almost be eating the light the moment it came into existence, the darkness in front of them feeling more alive than anything else, as if something were waiting for them mere hoofsteps ahead.

When they saw Twilight standing there, her head turned up and her mouth open wide in a silent scream, their blood ran more cold than the air around them.

Her eyes were wide and oozing a black fluid, living black tendrils erupting from her wide open mouth. A blanket of darkness surrounded her, imbuing a feeling of nausea in all of them, and a manic desperation in Rarity. She didn't know whether or not it was due to her being a Unicorn or not, but she felt....crazy. Desperate to get away from whatever this was.

Yet, it didn't feel like it was her own mind behaving in such a way. She felt exactly how Twilight described feeling moments earlier.

Rainbow Dash didn't give her much time to think about it, however. She rushed forward when she saw Twilight in the state she was in as well, both of her forehooves gripping around Twilight chest and neck from behind, trying to pull her away. She soon fell prey to her loyalty, however.

In moments, Rainbow's body went still, frozen in the middle of tugging on Twilight's stone-still body. Her gaze shifted this way and that, looking confused and lost.

"Wait....whuh....?"

Rarity could only watch with Applejack alongside her as Rainbow's normally stalwart gaze turned to one of abstract horror the moment she looked up at the exact same angle Twilight had her head turned up at. The moment it happened, Dash's necklace began to pulsate and let out a bright glow, the light dimming and brightening over and over again like some kind of heartbeat.

Applejack could almost feel the beat in her chest, like a dull thud alongside her own heartbeat, the odd sensation synchronizing with her own in a very short amount of time. She looked to Fluttershy, who had backed up with eyes wide in fear of the whole situation, but Pinkie Pie was already there beside her, wrapping her forehooves around the terrified Element of Kindness to comfort her.

"C'mon Fluttershy, we gotta get over to AJ and Rarity!"

"Ooooohhhh, this is so scaryyy....!" Fluttershy whimpered to Pinkie Pie, down on her knees partially and trembling.

Fluttershy clenched her eyes shut while standing up more. She stepped forward steadily with Pinkie Pie's guidance, only opening her eyes when she felt Rarity's hoof resting on her other shoulder. She smiled a weak smile as Rarity's body heat could be felt covering her entire right side, Pinkie Pie's to her left.

She felt far more secure with her friends on both sides of her, Applejack taking up a position next to Rarity, the four remaining friends looking upon Rainbow Dash and Twilight now, confused and unsure as to what they should actually do about what was going on. The maelstrom winds seemed to be emanating from around Twilight, causing the already icy-cold air of the room to become even moreso.

"Wh-what should we do?!" Fluttershy shouted out as loud as she could to her friends.

"Ah don't think we got much choice but t' follow Rainbow's example! Whatever's happ'nin', they need us!" Applejack responded.

As the farm pony stepped forward, so did Rarity and Pinkie. Fluttershy was grounded in her fear though, her eyes locked on the dark tendrils that seemed to be trying to break free of whatever unseen grip had them restrained within Twilight's wide-open, silent, screaming mouth. Pinkie stepped in front of her and locked her happy, bright eyes with Fluttershy's.

"C'mon Fluttershy! Gimme a big, loud laugh!"

"What?!"

"Laugh!!" Pinkie shouted to her, grinning.

Pinkie's very random giggling made Fluttershy stare at her in bewilderment, the party pony just keeping it up until she was falling over and rolling over onto her back with laughter. Despite not knowing WHY she was laughing so much, Fluttershy couldn't help but laugh along with her, feeling happier simply by witnessing her friend busting a gut for no logical reason.

Pinkie got to her hooves once Fluttershy began to laugh along with her, the pink pony still laughing while leaning in to talk to her, AJ and Rarity watching the both of them with no small amount of confusion as well.

"Alright, you're ready, young grasshopper!" Pinkie said to her with a mock-gruff voice, giggling more afterwards. "Let's get in there and get our friends back!!"

With that, Pinkie stepped away from Fluttershy and turned away, leaping head-long into Twilight and Rainbow Dash, wrapping her forelegs around the both of them until she too succumbed to whatever had struck such fear into the two of them, though she was frozen in a fit of laughter by the time her necklace began to pulsate in time with Twilight's tiara and Rainbow's necklace.

As Pinkie's laughter echoed into nothingness within their minds, both Rarity and Applejack swallowed their looming fears and surrounded Fluttershy.

"Let's go then!" AJ shouted to their timid friend.

"O-okay....!"

They all stepped closer, with minor resistance from the scared Fluttershy. All at once, they laid a single forehoof on each of their friends, save for Twilight. Rarity was the first to follow both Rainbow Dash and Twilight's gaze, and in that single moment, that brief instant, she saw what had horrified them both before they went still.

She saw the un-ending eternity in the Nightmare's eyes, her upper body protruding from the wall, looming over all of them, her heavy breathing deafening her ears as if she were somehow breathing directly into both of her ears.

"Oh by Celestia, what have we gotten ourselves into....?"

As her senses faded and she fell into unending darkness, she could feel the warmth of her friends nearby. She didn't know exactly where they were, but they were somewhere in the deep, stark black. Soon, she became intensely dizzy, and felt her fears and her hesitations fading away and making room for blissful unconsciousness.

And then, like the others, she was gone, fallen prey to the same spell that had taken her friends into the darkness.

Twilight could feel something writhing all around her in the nothingness that was the absolute silence that suppressed all of her senses. There wasn't even darkness, there was just nothingness, nothing to comprehend. It was an odd sensation, a sensation that was causing her to panic.

Then, all at once, the world re-asserted itself in a flurry of motion, walls coming into view from the ether, the inky darkness becoming something she could actually see rather than only attempt to imagine being all around her. She could feel her eyes, her skin, the chilling cold of the air, and the smell of the stagnant stench of blood and death.

Of course, the only reason she knew she was smelling rotting corpses was due to the fact that when the world came into focus around her, she was looming over a pony whose eyes had been ripped out, and his fur and flesh had partially rotted on his skull.

She fumbled and stumbled back, her voice caught in her throat as the acrid air became all the more intense the more she became aware. She saw the full extent of the dead pony's features, a lab coat ripped in half along with his entire body, blood staining the ground in a massive, dry red spot.

She took a moment to look around while covering her nose as best she could with a foreleg, and she saw the true extent of the horror all around her.

She was in a long, extensive hallway, the ceiling illuminated by bright white lights fueled by a line of magic runes running down the hall between them. On each side of her, large glass windows held the bodies of naked ponies and dead researchers, some of them only skeletal remains while some others looked to be in early stages of decomposition.

"Don't be so afraid."

She turned around on a dime, jumping back and almost tripping her hindleg over the corpse she was trying to back away from. Standing there before her was the little filly that had presented herself the first time, the filly she'd seen when she had gazed upon the forest and heard the foal's cry.

"Hello, Twilight Sparkle. I was called Moonlight Star."

"Oh....uh....yeah," Twilight numbly muttered, turning her gaze left and right, then back to the small Unicorn filly. "Where am I?"

She was sitting behind the corpse, the smell of the room not even remotely fazing the little one, her dark coat of fur and her sparkling mane giving her an appearance akin to a very young Luna. Moonlight simply smiled and shrugged.

"You're inside your own mind. Can't you tell?"

"I'm not sure what I should believe right now. Me being here is scientifically impossible if I were still moving around in my physical body, so I guess being within my own mind makes sense...." Twilight idly mused to herself.

"She's been waiting for this moment. I can explain things on the way down, if you like," the little foal said, walking past Twilight and down the hall. "This way."

'Twilight!'

She looked back at the massive door looming behind her, the voice of Applejack ringing true in her ears.

"Don't mind that. Your friends most definitely do not need to be burdened with this truth."

'Twilight, wh-where are you? Why is it so dark out here....?!'

"Fluttershy?" Twilight called out.

She suddenly felt like several eyes were on her, peering at her right through the walls. She couldn't make them out unfortunately, all she could see was the decaying death all around her.

"Come along, Twilight. You want your answers, correct?"

"Why is Fluttershy here?"

"Your friends were concerned, and your Elements drew them to you. You are here, thus, when they tried to set you free, they were drawn in instead."

Twilight reluctantly stepped forward, her eyes gazing back the entire time until she felt the ground give way slightly beneath her. When she snapped her head forward, she expected to see some kind of nightmarish drop into a permanent oblivion, her heart jumping up into her throat just before her hoof touched ground again. Then she noticed it was just a step down deeper into the hall.

"But....wait, why did the Elements leave me in here? Why wouldn't they pull me out of here instead?"

"Because you are weak, and thus so are they. Do you know of your birthright? Do you know why you are so conflicted and angry lately?"

"How would you know about what I'm going through?"

"I am a part of her. I serve her willingly because she would erase my existence otherwise."

"Well....why should I trust you then?"

"Because you have little choice. You make her wait too long, she will get upset, and she will come to you very, very unhappy."

"That really doesn't fill me with confidence."

"Good. It shouldn't. You should be afraid."

A single shiver at the cold, dead look in the young foal's eyes gave way to a silent trek over dead bodies, old skeletons and rotting corpses, the terror evident in their equally long-dead eyes. She could still hear the voices of her friends, but the further down she went, the more faint they became.

Soon their voices were like whispers in the still and stagnant air of the hall, several corners taken and turns made until finally, they reached a very large door at the end. Twilight couldn't make it out at first, but when she realized she couldn't read the language it was written in in her mind, the words re-shaped and shifted on the very door they were etched.

"Project 427: Immortal?"

"That is her number. You will know everything once you go inside. She wants you to know, you deserve to know after all. You are our sister!"

That was the first time, in that single moment, that she saw the little Unicorn filly smile, but her eyes, her gaze, everything about her made Twilight think that she was particularly sick. She stepped closer to the little filly, the young one shrinking back away from her when she reached out to see if she could touch her.

"You, uh....you look like you're sick. Are you okay?"

"Don't you DARE touch me!" the filly growled out at her.

Twilight recoiled and looked to her in surprise, blinking and looking up as the door behind her began to creak open, lit up with a similar, black and inky magic akin to the magic emanating from Moonlight Star's horn.

"I don't want your help, I will never want your help! You have to pay for being related to the one that caused me to be sealed away in this pit!"

"WHAT?! I don't-"

"You'll understand when you enter...."

The sudden venom in the filly's voice made Twilight back up a little, the anger apparent on her face, a stark contrast to the initial fear she displayed towards Twilight's touch. She turned when the door opened fully and ran inside, a full-on sprint to get away from Twilight's presence. She disappeared into the darkness of the room, making Twilight stand up and shudder a little as she stepped forward.

The first time she knew something was wrong was the moment she stepped into the room and she heard a sound akin to pressing one's ear to another's chest to listen to their breathing. It grated at her sanity and made her wonder if she was even going anywhere the further she walked forward. Rubble riddled the floor and bodies were everywhere, but every single one felt as if it were watching her, homing in on her and keeping an eye on every single motion she made.

By the time she found herself able to see, despite the pitch-black darkness around her, she was trembling with a foreign fear. The whole time, she became more and more paranoid of her surroundings, feeling as if the hoofsteps she heard were the very corpses she had seen previously, her imagination venturing to a dark, scary place. She didn't dare look behind herself for fear of seeing dead bodies following her in a line, eager to consume her flesh to restore what they have lost.

"....Hmm, maybe a new one, so lonely here...."

Twilight's gaze locked forward when she heard someone speak, and it definitely wasn't the little filly she heard before. Or at least, she didn't think it was. In truth, it was her, but she was in the distance, facing away from Twilight, her breathing rapidly accelerating as her horn lit up. Seconds later, Twilight could hear the raging cry of a foal, a high-pitched whine that made her lower her ears in a vain attempt to shut out the loud screech that surrounded her and filled the air.

"No! Why must they always cry, why would Mother ever want such a thing?! No wonder she left us here...." the filly muttered, her horn glowing once again.

Twilight was filled with horror as the morbid and disturbing sound of an even more high-pitched gagging and crying flooded her ears, tears running down her cheeks as the foal's cries became weak gurgles, and then stopped entirely.

"By Celestia, what did you just DO?!" Twilight asked in a half-shout, her mouth open wide in clear, undeniable horror, the lavender Unicorn disturbed down to her very core.

The little filly perked her ears up and turned her head a little, getting to her hooves and turning sideways while looking in Twilight's direction. She smiled a vicious, yet familiar smile.

"Oh hel-LO, sister! I merely tried to make a new friend, but it came out wrong. So I killed it," she said all too casually, giggling a little afterwards. "Welcome to my humble abode."

Twilight knew that voice all too well, and she knew those black, endless eyes.

"Wh-....Nightmare?"

"Who else did you expect?" the filly asked, an inky blackness pulsating from her horn.

Soon, the dark magic emanating from her horn engulfed her entire body and surrounded her with an inky, pulsating blackness that seemed to shift and move of its own accord. It twisted and pulled closer to her body until it sunk all over her form and covered her in what looked like a pitch-black, self-shaping skin.

The darkness pulsated and throbbed, pushing outward until Twilight was no longer looking down, but up, into the dread-inducing gaze of the Nightmare as she and her friends knew her thus far. Her trembling knees felt like putty as the Nightmare leaned in and almost touched horns with her, causing her to reflexively step back.

"Oh, don't be frightened, sister! How about you ask me a question, like the one you wished that witch Celestia to answer, but she so intensely refused?" she said, grinning and turning away from her.

Twilight gulped. "A-alright...." she muttered, feeling very vulnerable standing before such a powerful creature without the comfort of her friends. "What's been wrong with me?"

"Oh, that's plenty simple! You're like me."

"What do you mean?"

The Nightmare grinned. "YOU are a descendant, like myself. A descendant of a legacy, though you probably know that," she said, turning away and walking towards a pedestal she was facing before. "You do know that, right?"

Her deadpan voice and her statement had Twilight thoroughly confused. A descendant? What did that mean? Regardless, she could only shake her head, her gaze shifting to the pedestal the Nightmare seemed obsessed with, spying the dimly pulsating, glowing ball atop it.

"I see! Mother always was very secretive. You know, kind of like how she never once let me leave this facility! Did she ever mention me?"

"Why would I know your Mother? Who....IS your Mother?"

The Nightmare could only laugh for a long moment, wiping her eyes clear of non-existent tears afterwards.

"Ohh-ho, if you don't know that, I'm sure not telling you! Seems you weren't told anything, no wonder you were stupid enough to come here!" the dark creature said, smiling happily and almost trotting around her pedestal, looking as giddy as a little filly at a candy store.

"What?! What are you talking about, you said you would have answers!"

"Well yes, I would have had answers, but since you do not know the magic required to defend yourself....well, let's just say it's going to be fun turning you into a mindless husk that doesn't even know how to feed herself let alone escape from me!"

Twilight recoiled in fear as her horn lit up, a sharp shriek emanating from her as the dark magic in the Nightmare's horn jolted out and formed a black tendril that rose up and extended, first as a billowing cloud of black smoke, then as a solid, razor-sharp snake-like tentacle that was pointed directly at the vulnerable Unicorn.

"I look forward to hearing her weep when she finds out that I'm all that's left of her bloodline."

Twilight launched bolt after bolt of magical missiles at her adversary, each hitting and failing to hurt her even slightly, not even an errant twitch or sting making the Nightmare relent. Twilight felt nothing but fear as the imposing filly-turned-mare stepped closer until she was more than within striking distance.

Twilight turned to run, but the Nightmare was infinitely faster. Darkness locked Twilight in place, the very floor beneath her wrapping around her hooves and holding her fast, forcing her to watch as that tendril lunged at her and stabbed directly between her eyes.