Twilight’s mind quailed. She wanted to fly from the room. But she held her ground. All of this nightmare had to come to an end today.

“W...who are you?” she asked, trying to sound as forceful as she could.

“Who am I? Heh,” said the thing in the chair. “I have many names. My original name is long forgotten, unknown to Equestria. My secret name I will not tell you. But around here? They tend to call me the Necroprancer.”

“That’s impossible,” Twilight said. “The Necroprancer is a myth, a legend. Besides, there are accounts going back hundreds of years. You can’t be him.”

“Are you really so certain, Miss Sparkle? Your own master is well over a thousand years old herself. And my master is older still, heh. What is a few hundred years in the grand scheme of things? Is it really so hard for you to believe?”

“That an evil pony prances with the dead at mid night? That he uses magic to raise the dead from their graves and cause mischief? That he kidnaps bad little foals who stay out late after dark? I’m not about to believe this. What are you doing here? What have you done with Martingale? Why do you want the book?”

“Tut, tut, Miss Sparkle,” said the thing. “Your Professor Martingale is quite safe. He lives on. He never needs to worry about harm again. In fact, I suspect he’s quite happy with his current situation. You see, he’s been a thorn in my side for some time now. That was partly my fault. I’m sure he would have seen reason if I had explained the situation to him from the beginning. But my work requires considerable confidentiality, and I couldn’t bring him in. It was all a misunderstanding, really. He’s caused me significant delays, and set back my schedules precipitously.

“That’s why I was interested in the book, heh. It’s powerful, you know, Miss Sparkle. Ancient magic is in that tome. With it I can undue the damage that Martingale has caused me. I’d have no need to scurry about in the forest any more. My hundreds of years of work could be done in hours. I’ve been monitoring your communications with Martingale, and for that I apologize. It was rude of me, heh. But my work was too important. I had to make moral compromises and, again, I am sorry. I learned you possessed the book. It was very valuable to me.”

“You certainly seem like a cordial, civilized pony,” Twilight said.

“Ah, yes, heh. Civilized. Thank you. On that I’ll agree, Miss Sparkle, if it’s a bit immodest of me.”

“So why then did you break into my home? Try to steal my book? Attack my dragon?”

“Oh. Yes, well. Heh. I suppose more apologizing is in order. I should have simply asked you. But again, confidentiality. I need that book, Miss Sparkle. I won’t apologize for that. As for your little dragon. Well, he got the best of that exchange. That smell, Miss Sparkle? That burnt smell? That’s me. You have no idea how much pain I am in right now. I’ve had to write to my own master about the less I learned that day.”

“You still haven’t explained why you need the book. What are those names? Tyrek? The Sch’Ma’Utz.”

“Don’t you say that name,” the thing commanded in a raised voice, leaning forward in his chair. “You’re unfit. Just a mortal. And only a student at that.” He seemed to catch himself and relaxed back into the chair. “And besides. You wouldn’t want to attract his attention. He is terrible.”

“As for the Sch’Ma’Utz, well...,” he pronounced it differently than Twilight had. Faster, smoother, more slurred. He said it more like Pinkie had, “the smooze.”

“That’s why we’re here today, isn’t it? Tell me, Miss Sparkle. How much do you know about mortuary science. Do you know which organic part of a dead body is the last to decay?”

“The bones, of course,” she answered, not knowing where he was going with this.

“Ah, but I mean the technical term “organic,” Miss Sparkle. Bones are mineral. Calcium carbonate. The correct answer is cartilage. Tendons, ligaments, sinew. It’s all made up of protein, you see. It’s organic, and can therefore contain the essence of life itself. It has power. Do you know how powerful collagen is, Miss Sparkle? At a molecular level? Where I come from, even our chemists can’t duplicate the usefulness of the stuff. It’s used in all sorts of industry. It’s made into gelatins, gums, pastes, adhesives. Glues.”

“Twi? Twilight?” came a voice from out in the hallway. It was Applejack’s. They were coming in to find her. Twilight didn’t make a noise.

“I’ve taken the liberty of locking the door, Miss Sparkle,” the thing said. “But I still need that book, so I’ll have to wrap this up. Are you afraid of death, Twilight? Do you ever lie awake at night, unable to sleep, even unable to think of anything but death? How all your thoughts will cease? All your memories gone forever? Never a glimmer of consciousness again? Well, it doesn’t have to be that way, Twilight. We can live on. Forever. Different, yes. Oh so very different. But at least we’ll have life. All of us. The dead and the living. Together. One.”

The locked doorknob rattled. “Twilight?” called another voice. It was Spike this time.

“You’ve brought your dragon, haven’t you?” shouted the thing as he shot up out of the chair onto his hind legs. “Give me the book!”

“Spike?” Twilight screamed for help.

“GIVE ME THE BOOK!” the thing yelled, it started lumbering forward awkwardly on his hind legs. His forelimbs stretched out. Twilight cringed backwards, bumping into the bookshelves.

“Twilight!” yelled Spike from behind the door. “Get out of the way! I’m coming in!”

Twilight sprang forward, ramming with her horn. She caught the Necroprancer in the midsection, forcing him backwards. The world exploded behind her. The door was blown of its hinges by magical green flame. Spike rushed forward, standing before Twilight. His fins were raised, his claws extended, his fangs barred. He was still the same Spike, but far more menacing than usual.

The Necroprancer screamed and threw himself through the bay window. Neither dragon nor pony could see him well through the thick black cloak that he used to protect himself from the glass. He took off at a run. Applejack and Pinkie came through the broken door.

“What in tarnation just happened?” Applejack asked.

“Was it the Smooze?” Pinkie asked.

“Are you OK, Twilight? What did he do to you?” Spike asked. “Did he get the book?”

“No, no. I’m fine. But we’ve got to go after him.”

The ponies rushed outside on the porch. Fluttershy and Rainbow Dash lagging behind, as they had been searching different rooms.

“What just happened?” Dash asked.

Twilight pointed towards the Necroprancer, running down the road. He was heading towards Hoofington, moving impossibly fast on only two legs. “It’s him!” Twilight shouted. “He says he’s the Necroprancer. We’ve got to stop him.”

“I’m on it,” shouted Dash, blasting past the other ponies. She shot into the air, gaining altitude in the hope to take the running figure by surprise. He was nearly back in trees.

The other ponies followed after her, running down the road. They heard a chilling scream and looked up. It was Dash who was screaming. She was looking above the treeline, in the direction of Hoofington, where they couldn’t see from the ground. Dash tried to stop her forward flight, turning around. She flapped her wings awkwardly a few times. Her wings locked up close to her body, as Fluttershy tended to do when she was frightened. She fell. She was high up, so she fell hard, landing with a thump.

The other ponies rushed to her. They were happy to see she got back up quickly, but they quickly saw that Dash was hurt. One of her legs was bent awkwardly. It might not have been broken, but it was at least dislocated. She was limping back up the road, in the direction opposite of Hoofington. Her eyes were wild. She was limping as fast as she could go. “Go. Run. Get Away. Go. Go. Gogogo,” was all she could say.

The other ponies were frightened, nearly panicked. They tried to help Dash, but all she could do was keep limping up the road. Screaming about whatever it was that she had seen.

Twilight took charge. “OK, the rest of you? Stay here and help Dash. I have to go after that thing.”

“You’re not going without me,” Spike said, leaping onto her back. They both took off at full gallop down the road to Hoofington.

“Don’t go!” Dash screamed after them. “Don’t go! Don’t go! Dontgodontgodontgo!”

A few minutes later, Twilight and Spike found themselves alone on the main street of Hoofington. They had lost the thing that called himself the Necroprancer somewhere in the woods. They had a feeling they would find him here.

The town had changed since the were here shortly before. There was a thick stench in the air. One of the houses had been smashed to a million pieces of wood by some unimaginable force. The others were standing unmolested. More of the furrows were in the street and lawns. They were wider now.

There was a low rumbling coming from nowhere. Sometimes it would grow louder, other times it was silent. They turned down a side street, peering in the windows houses, never straying much from the center of the street. The rumbling grew again, seeming to come from underground this time. It passed into silence. Twilight stood stock still, anticipating. It was a pregnant pause. The rumbling came again. Louder, growing. It became a roar and there was an enormous crash from behind them. They turned, and a house down the street had it’s whole roof blow off by some enormous thing rushing out of it from below.

It was impossible to describe. It was formless. Shapeless. It twisted, bulged, and bent. It was ameoba-like; pseudopods reached and retreated, grasping and pulling itself along. It was mostly black in color, although describing any single color was futile. There were shades of gray, rotting browns, pale ghastly white. There were other smaller patches, in various shades of reds turning to browns. Small white specks dotted the monster on the redder patches. In both glopped and creaked as it moved. Other identical monsters burst from other holes. They joined. Congealed, forming one greater monstrosity. The thing filled the air with a solid stink of decomposing flesh. It seem to move with some conscious thought, although whatever that thought is was indeterminable.

Twilight and Spike turned and ran. They raced down one street, only to be stopped a portion of that monster. They raced down another, again blocked. It was circling them in. They raced back to the mainstreet, and found the Necroprancer.

He was still standing on both hind legs, covered in his cloak. His bandaged hooves were reaching up to the sky. He was confronting that thing. Yelling to it, chanting to it in a language impossible to pronounce. It was looking back at him. Looking. The thing had eyes. Twilight got a better look at it. The reddish parts of the thing were flesh. Pony flesh. She could make out faces in the flesh, they still had eyes in them. Most were rolling about randomly, others fixed on the Necromancer. The black and gray parts of the monster were pony flesh as well, Twilight realized. And flesh of lesser animals. It was old, decomposed, rotten and mummified. Bits of ghastly white goo dripped off of it and sank into the mud.

The Necroprancer was gesturing at it, shouting at it, trying to control it. The thing seemed to listen one moment, moving in the gestured direction. Then it seemed to change its mind, or its minds, and ignore him. The eyes continued to roll. It flowed past him, a river of rotting flesh. Twilight could see the faces in it. They tried to scream but they made no noise.

“What is that thing?” Twilight screamed.

The Necromancer heard, and turned around. He laughed from under the black cowl. “That, my dear Twilight Sparkle, that is the Sch’Ma’Utz! Isn’t it beautiful?” He laughed again.

“But what is it?”

“It’s death! Living death! Oh, Miss Sparkle, with strange aeons, even death may die! Can’t you see? I’ve been working so long. So hard. Hoofington was the city of the dead, do you understand? Thousands of corpses, and few living to get in my way. If only it hadn’t been for Martingale, I could have completed my work on schedule. Look at it now!” He gestured. “The fresh parts. I had to take the living. Hoofington was alive this morning. But I had to take them.”

Twilight was speechless. She nearly gagged.

“Won’t you give me the book? Please?” He asked.

Twilight stood firm. Spike got off her back and stood with her. He began a low growl.

“I see,” he said. “Then all my work was for nothing. I will never command the Sch’Ma’Utz.” He took a step backwards, towards the Schu’Ma’Utz.

“A little dragon fire has undone all my goals.” He took another step back.

“Wait,” called Twilight.

“But I’ve still won,” he shrieked. “You’ll die some day. Gone. Non-existant. But I’ll live on in the Sch’Ma’Utz. Thousands of other voices to drive me insane. But still I’ll live!” He turned and ran towards the Sch’Ma’Utz. He leaped onto quivering mass. It extended its pseudopods to catch him. His cloak was ripped off of him, so was his skin below that, and the flesh below that. The flesh joined with the rest, forming another patch of red, fresher than the others. Two eyes looked at Twilight, and then rolled away in different directions. A mouth tried to scream, but was silent. The cleaned, white bones were rejected. Some fell out of the mass, others caught within it like splinters. Twilight and Spike saw a skull, highly deformed. It was much too round. And then it was gone.

The Sch’Ma’Utz quivered along its entire mass. The eyes peered in a hundred different directions. It rumbled, and began to break into smaller masses. Twilight and Spike had to dodge these. Although, it was not difficult. Any consciousness they had seemed to be directed at pouring themselves down the strange holes from wherethey had come.

Soon the thing was gone from Hoofington, leaving only its destruction, and silence.

To Princess Celestia,

I’m writing to you at Canterlot, believing you to be in residence again by the time you’ll receive this letter.

As I believe you are aware, Hoofington has been destroyed. Wiped off the map. It’s residents all dead, at least. As for the threat that was posed, I believe it to be gone, at least for the current moment. I see no evidence of its return. You will know more of it than I.

To report on the condition of Ponyville, it is essentially unharmed. The local weather pony suffered minor injuries. She is to be in a sling for three weeks, and can then return to duty. My dragon, Spike, has fully recovered and is none the worse for wear. There has been some minor smoke and fire damage to the library.

On a personal matter. I still respect you, and love you as any close student loves her master. If I can no longer trust you or have faith in you, please understand it is because I no longer have trust or faith in anything.

The caul has been removed from my eyes. The universe is a much different place than I knew it previously. It is much larger than I knew. Colder. It is unkind to anything that we care for. It is threatening.

I am frightened, Princess Celestia. And I believe that you are as well.

Your student,

Twilight Sparkle