"Here ya go everypony!"

Applejack had invited her friends over for the unveiling of her brand new apple tart recipe. On a picnic table set inside the barn, lay twenty of the sweet smelling pastries. The crust marked that it was baked to perfection, and a heavenly aroma of apples wafted through the space. Proud of her work, the cowpony tipped her hat and pointed a hoof to the plate, signaling her seven friends to enjoy the treats. The first one to approach was the yellow pegasus Fluttershy, who quietly and graciously took one of the small pastries. she sniffed at the pastry in her hoof and nibbled on it a little as her friends also took one each. The small dragon took a large bite at the exact moment the other five ponies had. And right after that first bite, three of them coughed and hacked out the tarts with disdain.

"That was awful!" The cyan pegasus Rainbow Dash began to wipe her tongue with her hooves to get the taste out. "What did you put in those tarts? It tasted super bitter!" Rarity and her fellow unicorn Twilight had levitated over two glasses of apple cider to drown the taste as well.

"No offense Applejack...but that was way too bitter..." the purple unicorn shook her head. "What did you do to them?"

The orange pony frowned, "Zecora had grown these herbs in her garden and she lemme try a few to spruce up those there tarts...was it that bad? I thought they tasted mighty fine..."

Pinkie Pie was wolfing down the remainder from the table in delight, "They are amazing! The bitter makes me go 'EEEEEK'" the pink pony vibrated violently in place making a face of displeasure, "And then it made me go 'SWEEET!'" a visible chill of sugary delight was displayed as she calmed back down to normal just as fast as she had made her movements. "Those were super!"

There was an audible sigh from Applejack, "Well at least you and Fluttershy seem to like em alright. I can't rightly say that I was expecting ya'll to love it. Hay, I had only one mahself." She gave a small smile to her friends who were still grimacing from the bitter taste in their mouths. Spike the dragon grinned, "Well at least I have a gem to wipe that taste from my mouth." The baby dragon procured a sapphire stone from his front pouch and began to crunch into it.

A huff came from the white furred unicorn Rarity, "The herb was simply overpowering, Applejack. I couldn't taste the apples at all! It was simply dreadful!"

Fluttershy whipped her pink mane from her eyes and quietly defended the pastry, "It was really good when you got past that...but it might be all the tea I drink..." She placed the other half of the pastry into her saddlebag, "Maybe Angel bunny would enjoy some..."

The pink blur happily jumped up and down. "When are you gonna make more, Applejack! Those were amazing!"

"Well seeing how the majority here don't take too kindly to the stuff, I am gonna say no." Applejack looked away, "But I can get ya'll the recipe if ya wanna take a crack at it yerself."

The rest of their day together was quite normal, filled with cake Pinkie Pie had brought over herself, a few new aerial feats by Rainbow Dash, and some new scarves made by Rarity for all her friends. As the sun set on Sweet Apple Acres, the gang all went their separate ways, back to their homes for the night. A small quake was felt throughout the town of PonyVille around midnight, causing some concerns for a split second, but it passed as fast as it had come. The tremor made its way to the outskirts of town, past the cottage of Fluttershy, through the Everfree Forest, deep into the thick greenery, around the hut of the zebra Zecora, and straight to an ancient tree where it finally stopped. The massive tree was covered all around its base in a stone-like covering, spread across it like a bulbous growth. Small cracks spread from the bottom up to the very tip of the covering. A pitch black opening within it had let out a rushing sound of air. From inside, a yellow eye darted around the opening. A few crunches from within did not allow the crack to open any further. Groaning could be heard in the form of a beastly wail and a few clicking noises. The sounds desisted and was replaced with a faint clicking noise seeping from the crack. From there, an insect like creature crawled out, sidestepping like a crab. The thing was about the size of a strawberry, with one small tendril springing from his back. The six legs it possessed scuttled along the dirt quietly. It paused for a moment, as if listening for something.

Then it began to move along the small cracks in the earth, following the faint line made by the tremor.

It was a bright morning, and Fluttershy had happily gone out from her cottage towards the forest, tending to the many animals that dwelled there. She was thinking of the night she had come back to her home, feeling as if she had forgotten to do something important. The pegasus let out a small squeak and hid in the grass at the sound of something moving off the path. It was a Timberwolf, she quickly noticed. The overgrowth of wood around the vicious carnivore was strangely relaxed however. Instead of tense, pointed shoulder blades, the whole creature seemed to be unusually relaxed. There was no snarling, no growls, but an eerie calm around it. It turned its head to Fluttershy's direction for a split moment, and shook its head back and forth until something flew out of its ear, flying directly onto her snout.

It was the black insect.

She let out a silent scream and wiped it away with her hoof, running away from it. "Ew..." Her gallop turned into a flight high up onto a tree. She noticed the bug had recovered from their violent encounter and had pursued her all the way to where she was. Fluttershy jumped back into the sky, looking for a way to lose it. She was relieved when she spotted Twilight Sparkle and Spike observing butterflies in a nearby meadow.

"Twilight! There's an icky bug chasing after me! Can you trap it and take it away?" Her voice was filled with panic, but the tempo did not rise above its normal range. She was visibly shaking with fear and disgust from the scary looking thing. It had landed on her snout after all.

Twilight noticed the small black insect approaching at a fast pace, making her chilled with it's persistence in following Fluttershy.

"With pleasure Fluttershy." Her horn glowed and levitated an empty jar right on top of the thing, scooping it up with some of the soil beneath it, and sealing it with a lid. "This is an odd looking insect..." She brought it close to her with her magic, examining it through the glass. The crab like insect was tapping furiously at the glass, giving it the menacing appearance of a scorpion.

"Haven't seen a scorpion so determined though...I will take this back to study. I hope you have no objections, Fluttershy?"

Fluttershy shook her head, "N-no...as long as you release it far away so it can live freely after you are done." She hated the thing creeping on her like that, but she didn't wish it permanent captivity or disposal.

The pink maned pegasus smiled and breathed a sigh of relief. "I should get back to Angel Bunny and the others...its time for brunch..." She happily flew back towards her cottage

Meanwhile in PonyVille, Pinkie Pie was hard at work in SugarCube Corner. They had an enormous demand for sweets and cakes that day, so there was no time wasted when it came down to it.

The owners of the bakery, Mr. and Mrs. Cake, were struggling to cater to the customers and their own infant foals. Their hooves were either carrying a cake or one of their children. Fortunately, Pinkie Pie was doing her best to keep up with the sudden rush hour, and that meant they would pull through without too much of a problem. Her boundless energy came in handy when it was as busy as it had been that day. The afternoon rolled by, and the customers died down.

Mr. Cake had whipped off his dirty apron, and lay on the floor of the nursery set up for their now snoring foals. He had some issues getting his unicorn of a daughter to stop levitating her pegasus brother higher so he could fly further out of his reach. That was the life of a normal Earth pony, he mused to himself. After his break, he got up on his hooves to check on his wife and Pinkie, who were still hard at work downstairs. Not really caring if he was in uniform, he peeked down to see the five ponies left waiting for their orders.

Pinkie Pie took notice and waved frantically. "Hey Mr. Cake! You got them asleep?" He could only nod with his worn out face. Mr. Cake was about to head back upstairs to take a nap, but he noticed a pony who seemed to be in a daze. He noted the blue stallion was staring at the wall, as if he had just as much of a rough day as Mr. Cake had. Then the pony turned around to the register where his wife was on duty.

A deep breath was heard from Mrs. Cake as she greeted the stallion, "Welcome to SugarCube Corner...is there anything we can get you today?"

Replying in an eerie, monotone voice, the stallion spoke: "I want directions to the library." The stallion was an odd one. He shook his head a little to the side, and Mr. Cake thought he heard something fall.

Mrs. Cake sighed, "Its just down the street with the sign of a book on it."

The blue stallion nodded and stumbled out of the shop.

"That guy was crazy looking! I've seen him look mopey dopey before, but he was reeeealy weird today!" Pinkie pointed out.

The middle aged pony shook her head, "He must have had just as much of a stressful day as we had Pinkie, I wouldn't blame him."

Twilight was fascinated with the insect she had captured. She had spent the whole day observing its feeble attempts to escape, how it reacted to her magic, and the strangest part of all: It was emitting some kind of mental signal, as if it were trying to gather some help. A natural response for any captive creature, but in this one's case, it was special because any animal could pick up on it quite easily. The thing was creepy without any doubt, and she was unable to find any information from the library.

"Spike, I want you to take a letter." she called out to her dragon assistant.

He tiredly staggered over to the quill and parchment, and stood at the ready. "Ready Twilight."

"Dear Princess Celestia,

I recently came across an odd insect like creature that had chased Fluttershy in the Everfree Forest and have been unable to identify it. It may belong to an undiscovered species, so I hope to have somepony from the Royal Equestrian Zoological Society to investigate my findings and record the data into the Royal Archives of Canterlot.

Also send my regards to your sister who dazzled the skies last night with that brilliant display of shooting stars. Hoping to receive a response soon.

Your Faithful Student,

Twilight Sparkle"

Twilight cleared her throat after reciting the letter. "Got that all there Spike?"

"You bet! That sounds exciting! A new species of insect...its creepy...but hey! You might get to name it! Or they might name it after you! I can see it now, "Twilight Scorpion!"" He was grinning wide.

She wasn't amused, "Ha, Ha Spike. If anything though, it reminds me of a species called Psuedoscorpions. If not for that antennae..." The unicorn squinted at the creature in the jar, which was still scuttling around for a way out.

There was a thump at her door, which made them both jump.

"Who would knock at this hour?" Twilight opened the door wide open to see a blue stallion staring at her in the strangest way. "Can I help you?"

He stared back with blank lifeless eyes, which seemed to recognize the creature within the jar. The pony pushed his way through, and smacked the jar to the floor, shattering the glass.

"What in the name of Celestia are you doing?!" Twilight was in shock at the actions of the strange pony.

She started lecturing the pony, who stared off into the distance, and wasn't aware of the creature's movements until it made its way up her forehoof rather quickly, and crawled into her ear.

Twilight Sparkle began to shiver and stopped talking in that instant. After jerking her head around a little, throwing a short fit, her face fell into the same blank, lifeless expression as the other pony.

Spike didn't know what was happening and it scared him that she was now just as silent. "Twi-Twilight? What's wrong?" He asked her, terribly concerned.

With a monotone reply, she turned her head to face him. Her head shook a little violently, and out of her ear came a small black droplet.

Spike looked on with horror as it formed into the insect from the jar...only this one was noticeably smaller. And much faster in scuttling towards the dragon...

Nightfall came onto PonyVille, and with it, a series of strange events. Ponies were opening their doors left and right to knocking just as they were preparing for sleep. Some could be heard giving out a small screech of contempt. Some had a brief chance to yell, "Spider!" before falling silent.

Rarity had gone out to her favorite restaurant for dinner that evening with her sister Sweetie Belle, and was annoyed at the cries she heard within the establishment, raising some eyebrows.

"I do hope that there isn't an infestation we have to worry about! I couldn't imagine a bug crawling onto my mane!" She bounced her luxurious purple mane slightly with her hoof.

Her little sister sighed, "Bugs aren't nothing to be scared of Rarity...and when is our food going to be ready?"

"Patience, little sister. The chef has been taking his time, but it is proper protocol for one to wait for his or her dish in the most polite fashion possible. Some meals simply take this long to prepare." She was keeping herself busy by slightly adjusting the silverware on the table with her magic and reminding her sister to sit properly in her chair. It wasn't until an audible gasp was heard throughout the restaurant at the sight of a bug scuttling outside. It was only noticeable, because there were about fifteen of them, making small clicking noises, and crawling along the line of the eatery.

Sweetie Belle gave a small gasp. "Those things look creepy! Don't let them near me sis!"

Rarity gave her sister a reassuring nuzzle. "Oh it is quite fine dear, they have spells to prevent them from entering the place. Otherwise this place wouldn't have its Golden Hoof Rating." She prided herself in knowing she had helped with that particular spell.

Rarity noticed the unicorn pony Lyra had the misfortune of galloping into the small group of bugs outside of the line. She was wide eyed as her hoof was quickly being traversed on by one of them. She mouthed something for a moment, before the thing crawled into her ear, making her twitch and just as suddenly, stopping.

Rarity and Sweetie Belle, along with the others inside the establishment, gasped.

"Lyra! Darling! Are you alright?" one of them called out to her.
Lyra, almost in a mechanical manner, trotted over the line, into the dining area. One of the ponies approached her and had her hoof in their hoof. Rarity was put off from any sort of food for the night, and went along with the crowd of ponies approaching Lyra to make sure she was alright. She seemed to be shaking her head...

Morning rose over PonyVille, and with it, the sound of silence. The whole town seemed to be completely silent and still. Applejack thought it was odd as she pushed her cart full of apples into the market square, also empty.

"Well ain't I lucky! I get tah pick the best spot!" She grinned as she placed her cart in the spot that drew the most attention in the market and began to wait for customers.

Rainbow Dash was also up early, flying around, practicing as usual. She expected to see somepony, anypony, looking up at her spectacles.

"What the hay! Nopony is down there!"

Sure enough, she couldn't spot anypony from the skies. She did take notice of the loopy eyed pegasus Derpy Hooves, the mail carrier for the town. "Hey Derpy! Have you seen anypony?"

"Sorry Rainbow Dash! I haven't!" She called to her without looking where she was flying, and hit one of the flag poles. "My bad!"

Rainbow Dash rolled her eyes and dived down below to see if she could spot anypony. She found Applejack by her cart in the empty market square.

"Applejack! Where is everypony?"

"I reckon they'll be along soon enough. Everypony has their slow days. But not fer me! I got mah pick of the best-"

"Yeah that's nice and all, but its seriously empty from up there!" Rainbow Dash interrupted.

Applejack gave a deep sigh and put her hoof around Rainbow Dash's neck. "I get that ya'll want ponies to see you preform all the time sugarcube..." She trailed off and pushed Rainbow Dash out of the way as she saw one pony approach her cart slowly.

"Howdy! Want an apple? Only a bit fer one!"

The pony's head twitched to side and from it, crawled out a black insect.

Rainbow Dash and Applejack's eyes went wide with shock and horror. The thing began to scuttle towards them at a fast pace, but was crushed under Applejack's hoof. "That was the most disgusting thing I ever done saw!"

The pony who had nested the thing made a clicking noise with its mouth. And from the alleyways, the houses, and the skies, came slow moving ponies, all with the same expressionless faces.

"Sweet Celestia..."

Fluttershy was having her own issues, but not with ponies.

A slow moving horde of animals in all shapes and sizes had been making their way towards the reluctant Fluttershy all morning.

"Now now...please stop acting so creepy...if you would...please?"

Angel bunny had been pointing a carrot at them menacingly, but none of them backed away.

"Oh dear...this is because I forgot one of your birthdays isn't it?" Fluttershy softly stated. "I am really sorry, and I can make it up to-" She stopped talking as they all stood still. She realized they had backed her into her cottage.

"Did I guess right?"

The animals did not answer her.

Rather.

They all began to twitch.

And from every ear of the animals, came out the spider like creatures.

Fluttershy's eyes dilated as she let out the softest scream she could muster.

Pinkie Pie had woken up around this time, and she noticed the Cake family staring at her from the doorway to her room.

"Oh! Good morning everypony! What are you all doing standing there? OH! I bet its a surprise for me!" She bounced out of bed and up in down in front of them, "Tellmetellmetellmetellmetellme!" She hopped up and down.

They let out a clicking noise before titling their heads to the side and letting multiple bugs drip out.

"That is surprising!"

Fluttershy closed her eyes, suffocating Angel with the tightest hug she could muster, waiting for the things to overtake her in a sea of tiny, creepy legs...but it never came. Instead, she opened them to see her butterfly and snake friends holding a line against the wave of black insects.

"Oh my!"

The snakes didn't seem to have any problems whipping them aside with their tails, and the butterflies seemed to have a handle on the ones that tried to jump over or crawl along the walls to get to Fluttershy.

Angel took this opportunity to point Fluttershy out the window.

"But Angel bunny! I can't leave you behind!"

The bunny gave a small salute to her and picked up her saddlebag.

"I'll do it for all of you! I'll get Twilight to help get rid of all those bugs!" She put her bag on and flew out the window, leaving the animals to battle it out amongst the reptiles and other bugs who joined in on the fight against the swarm of bugs.

Applejack and Rainbow Dash were tossing all the apples in her cart to squash the horde of spiders approaching them. Until they were out of apples to toss that is.

"There are too many of them!" Rainbow Dash lifted Applejack off the ground and into the air to escape the seemingly unstoppable creatures.

"Ah'll make those bugs wish they'd never messed with an Apple!"

Then the unthinkable happened.

Derpy Hooves knocked into them and sent them plummeting into the field below.

"Sorry Rainbow Dash!"

"Derpy!" They both cried out in unison.

The landing was soft, but unfortunately, that was because they landed in the swarm of the creatures.

Surprisingly, Pinkie Pie was there giggling like a mad pony.

"Hey everypony! These things are ticklish!" They were crawling in one ear, and then dropping right back out the other as if in pain, making writhing actions before expiring into dust.

Applejack and Rainbow Dash were a little relieved they didn't seem to have an effect on Pinkie, but became mortified as they turned their attentions to the three crashers.

Applejack started giggling a little bit as the same process seemed to be happening with her as well.

"These critters don't have any effect on us!" She went to hoof Rainbow in agreement, but her ears drooped back as Rainbow Dash and Derpy turned to them with the vacant stares of the other ponies they had seen before.

"Oh no!" she backed up to Pinkie who was clear of any of the bugs at this point, having given up on her. "Those varmints are controllin our friends! Why not us though?"

"I dunno!" Pinkie chirped. "Hey! Look at everypony else headed this way!"

Right over the hill, everypony in PonyVille, of every age and height in a colorful wave of bug infested terror.

Twilight, Spike, Rarity, everypony they knew and loved were galloping towards them and the Everfree Forest emotionless and crawling with the creatures who had multiplied over night.

Fluttershy who had flown in to them offered her hoof to Applejack and Pinkie Pie, "Quickly! We need to get away! Get the Princesses!"

Applejack looked to the horde of creatures and their mind controlled friends, and then to Pinkie who was on Fluttershy's back.

"Ah'll fend em off! Ya'll can do it! For Equestria!"

Applejack stared down the crowd of creatures and charged in, bucking them all back as best she could.

"Applejack!" her friends cried out to her, but after a few moments of seeing how hard she was trying to buy them time, they nodded and began flying over the Everfree Forest to take a shortcut towards Canterlot.

Fluttershy wasn't used to all the weight, and had to land deep within the forest for a short rest.

"Sorry Fluttershy! I would have brought an 'End of Equestria' cake for you to munch on for some energy, but I didn't have any time today!" Pinkie chirped.

"That's okay Pinkie...I just want to save everypony as soon as I can..."

Pinkie's eyes started to flutter and she broke into a weird sort of tap dance.

"Pinkie?"

"I've never felt that before! My Pinkie Sense is off the charts!" Pinkie started to chatter her teeth.

Fluttershy heard a loud groan and some clicking coming from a nearby tree. "Hello?" She called into it.

She did not notice the horde of ponies galloping towards them that Pinkie had sensed coming.

"Oh! Its a stampede of mind controlled friends sense!" Pinkie chirped to Fluttershy.

She was concerned with the thing stuck inside of the tree. "Oh you poor thing...how long have you been in there?" She ignored the loud clicking of the horde coming towards them in the waves just behind them.

"You must be hungry huh?" She remembered the half of the pastry she had saved. "Oh that's right! I wanted to give this to Angel bunny...I'm sure he won't mind if I share it with you." She pulled out the pastry from her bag and tossed it into the black crevice.

A hideous shriek and popping sounds came from the inside of the tree, and from inside burst out a gigantic version of the evil horde that had overtaken their friends. It loomed over Fluttershy and the trees around them, making one wonder how the tree could have contained such a monstrosity. It howled in a series of clicks and snaps, until it made a horrid gurgling sound and it feel over into dust.

At that moment, all the spawn had let out a small shriek and tumbled out of the ears of all their friends and the residents of PonyVille, turning to dust as well.

A grand party was held in PonyVille that night that the Princesses Celestia and Luna attended, talking to Twilight Sparkle who had put it all together.

The herb that Zecora had in her garden that was used for the pastry had been the one thing that offered immunity to the mysterious ever multiplying mind controlling insects.

Everypony was congratulating Fluttershy for saving them and possibly all of Equestria. But she seemed sad the whole time until Princess Celestia approached her.

"You should be joyous my little pony! You saved your friends, and everypony in PonyVille! Not only that, but you stopped the horde from reaching Canterlot! For who knows what would have happened if they had taken hold over me and my sister? What saddens you so?" The shining ruler nuzzled her.

"...never mind." she squeaked out.