Twilight woke up in a cold sweat. She looked around frantically to make sure that she was in the mess hall and not some demented version of Saddle Arabia. When she had calmed down, Twilight took a deep breath and lay back onto her pillow. Twilight thought about analyzing her dream to try and find some deeper meaning, but weariness overcame her and she settled down to go back to sleep. Yet as she lay there, a nagging thought began whispering at the back at her mind. As she turned over on her pillow, the nagging feeling became worse. Twilight persisted in her attempts to sleep however; whatever it was that was bothering her could wait until morning. As for now, Twilight had a semi-comfortable bed and a soft pillow calling her name.

Twilight’s eyes flew wide open. ‘When the feather did I get a pillow?’ Twilight thought as she scrambled to get off the bed.

In the dim light, Twilight could just make out the shape of the thing she had been laying on. It was large, round, and looked like the innards of a barber’s trash bag. She went across the room and turned the light on to get a better look at the thing. What she found was that the thing she mistook for a pillow was pink, horribly unwashed, and breathing. Twilight poked the creature experimentally and two large eyes opened up, and a loud ‘pfththt’ pierced the silence. Twilight screamed involuntarily and bit her own tongue when she tried to silence herself.

Twilight’s scream woke up Pinkamena, who scrambled to her feet shouting, “What’s going on?” When Pinkamena saw the furry abomination that had crept into bed with them, she also screamed.

“How the flying buck did she get in here?” Pinkamena demanded.

“How should I know?” Twilight replied angrily, “It crawled in here while I was asleep!”

“Well, she couldn’t have just walked in!” Pinkamena said, “She was locked up last night!”

“I don’t know, I guess…” Twilight started to say when an alarm went off in her head. “Check the door, I’m going to make sure Fluttershy’s okay.”

“Wait, why?” Pinkamena asked.

“Just do it!” Twilight snapped.

Twilight rushed over to Fluttershy’s side and began searching for anything out of the ordinary. Aside from a slight twitch in her left forehoof, Twilight couldn’t find anything wrong that wasn’t there yesterday. When she had finished her inspection, Twilight breathed a sigh of relief.

“Uh, Twilight, was the door always broken like this?” Pinkamena asked from across the mess hall. Twilight turned her head to find the door, the only thing keeping any psychopaths from them. Her heart sank when she saw that it had a hole the size of a buffalo in it.

Twilight was about to react to this new information when a loud ‘BOOM’ shook the room.

“We need to get out of here.” Twilight said, trying to keep the panic out of her voice. “Help me get Fluttershy onto my back.”

The two of them wasted no time in vacating the mess hall. Out in the hallway, the found the floors and walls soaked in a combination of partially dried blood, stale urine, bile, and a yellowish green substance that looked like hemolymph. Twilight gagged upon entering the hall and would’ve covered her nose if she hadn’t already stepped in the stuff. For brief minute, Twilight was jealous of Pinkamena’s ability to cover her nose without cramming filth into it.

A second noise echoed throughout the hallway. It wasn’t as loud as the previous noise, but it was enough for Twilight to detect its origin. Twilight instinctively began walking away the source of the noise, assuming that it had something to do with the mess in the hall.

“Uh, Twilight, is it okay if Fluffy comes with us?” Pinkamena asked from somewhere behind Twilight.

“Who’s Fluffy?” Twilight asked. She turned around to see the weird fur ball monster following them, soaking up part of the mess as it went.

“The furry pony we found,” Pinkamena answered.

“You gave that thing a name?” Twilight asked, disgusted with the idea.

Pinkamena was about to respond when a third noise rang out through the hallway. This time it sounded like a stallion shouting. Possibly some pony in danger.

Twilight stopped and thought about the situation. On one side of the coin, whoever was shouting was likely one of the psychopaths wandering the hall; on the other, it might’ve been Dr. Layne or Dread. Twilight weighed the risks versus rewards and decided that it wouldn’t hurt to at least get a look. If turned out that it was Dr. Layne and Dread then Twilight would feel terrible for not saving them; if not, well Twilight could probably take a lone marauder with her horn, magic or no magic.

“Take Fluttershy,” Twilight said, “I’m going to check out that noise.”

“Are you sure that’s a good idea?” Pinkamena asked.

“No, that’s why I’m leaving Fluttershy with you,” Twilight answered, “My mind’s made up and you’re not going to talk me out of this.”

“It’s just that being around Fluttershy makes me… I’m afraid that I might…”

Remembering who she was dealing with, Twilight said, “Okay, good point. I’ll take Fluttershy with me. I’ll try not to take too long. If I’m not back in five minutes, go on without me.”

Without saying another word, Twilight turned and ran towards the sound of shouting. Behind her, Pinkamena shouted something, but Twilight couldn’t make it out. She considered turning around and asking Pinkamena what she was saying, but another shout from the unknown stallion encouraged her to keep moving.

Twilight stopped after half a minute. The shouting had been echoing from a large hole in the wall that wasn’t there when Twilight was there last. Ten feet from this hole was the remains of a door with the words ‘Storage Room 34-R’ printed on it, lying splintered on the floor. Twilight wondered what could’ve torn the door down and why, but a shout from inside the storage room distracted her from it. Now Twilight could make out the voice clearly enough to identify who was talking, and the revelation made her wish that she had ignored the shouting.

“Finally stopped have you?” Doctor Whooves asked some pony that Twilight couldn’t see. “Excellent! You’ll pay for killing my TARDIS! Just as soon as I find my sonic…”

Twilight crept into the storage room, curious as to what had the Doctor so angry. Several crates had been knocked over, leaving small gaps in the otherwise labyrinthine passage. These gaps were just large enough for Twilight to squeeze through with Fluttershy on her back. This was helpful, as many of the lights had somehow gone out since Twilight was last there, leaving only small areas lit for her to navigate by.

As she proceeded, Twilight kept checking behind her to make sure she wasn’t being followed. There was never any pony when she looked, but something was putting Twilight on edge.

‘Relax Twilight,’ Twilight told herself, ‘for all you know, the Doctor is the only one in here.’

But Twilight could not relax; every step she took intensified her sense of foreboding. The sounds of the Doctor throwing things around constantly caused Twilight to jump and frantically look around. She would’ve cried out, if fear of alerting a pursuer didn’t silence her.

After a while the stacks gave way to a large area of smashed crates and their contents. Most of the wreckage was illuminated by a dim light on the far side of the room, but a good section of it was obscured by a large object at its center. The object looked like a gnarled tree with branches that nearly touched the storage room ceiling. Twilight wasn’t sure, but it almost looked like the branches were swaying slightly.

The Doctor showed up a moment after Twilight reached the wreckage, brandishing a screwdriver in his mouth. He tried to say something to the tree, but whatever it was came out as a garbled mess thanks to the screwdriver. The Doctor then charged at the tree.

What happened next was something Twilight wouldn’t have believed if she hadn’t been there. Just as the Doctor was about to make contact with the tree, it throbbed and folded into itself. The tree’s branches ensnared the Doctor and slammed him into the debris. The Doctor screamed something at the tree and tried to get up. The tree bent over again and once more ensnared the Doctor. This time however, the branches pressed the stallion to the trunk. The Doctor tried to kick at the thing, but it was no use. The entire storage room was filled with the sounds of the Doctor screaming, and bones breaking. Twilight stood there, paralyzed by a stream of emotions. Her mind seemed to be unable to decide whether it wanted to try and help the Doctor, or run away screaming. For a full minute, Twilight had to listen as the Doctor suffered. When the minute was up, the screams were replaced with silence.

Twilight stood there, trying to process what she had just witnessed. She knew that she had to get out of there and as far away from that monster as she could, but her legs wouldn’t listen to her. When they finally did listen, they were slow and heavy. Twilight started to slowly backtrack through the maze of crates, as lightheadedness washed over her.

“Not a tree.” Was all Twilight could say; her voice was dry and hoarse.

She had made it to the first turn when the sound of a baby’s cry echoed throughout the storage room. Twilight stopped to listen to it for a moment before realizing that she had to investigate it. She turned around and headed to where the crying was coming from. Her mind screamed at her to ignore the crying and get out of there, but her body kept moving towards it.

Twilight reached the open area and the baby’s cries were joined by a chorus of other cries, from ponies of various ages. She looked around the room for the source, but found only broken crates and… and…

‘No,’ was Twilight’s only thought when it hit her. ‘There’s no way that thing could…’

Before Twilight realized what she was doing she had already taken three steps towards the tree-like being that was emanating the chorus of cries.

“What am I doing?” Twilight asked herself in a low, hoarse voice, “I need to get away. I need to run. That that thing will…that thing will” The creature twitched and Twilight was suddenly aware of how fast her heart was beating.

‘I have to know what that thing is.’ Twilight told herself.

From her position by the crates, about ten meters back, Twilight could only make out the basic shape of the monster. After a few minutes of watching the creature do nothing, Twilight decided that it was safe to get a closer look. Twilight crept forward until she was about halfway between the creature and the crates. Now that she was closer, Twilight could make out the texture of the creature’s flesh. Its skin was covered in rough, multicolored patches of what looked like fur. Small holes dotted these patches in various shapes. It was from these holes that the crying sounds came from, though how the noises were made was something Twilight couldn’t identify.

Rationality finally overtook Twilight’s Celestia damned thirst for knowledge, and she began to back away from the creature. She had made it halfway to the safety of the crates when she backed into a raised piece of broken crate and tripped. Twilight fell rump first onto the broken crate, sending a broken beaker flying. Twilight froze in horror as the beaker soared through the air, and hit the creature right on a small patch of green fur.

The cries stopped.

Two small eyes opened and the hole on that patch twisted into a smile, making it look like a pony’s face.

“Feed me?” The face asked in a foal’s voice.

Twilight’s mind seemed to shut down when the creature spoke to her. She had no idea what to make of the thing, or how to react.

More eyes opened on the creature, at least one for each color patch. Soon Twilight was gaping at a mass of faces, each one saying the same phrase over and over; “Feed me.” Most of the faces looked like they belonged to ponies, but there were several faces that looked like they might have belonged to changelings or even griffons. There were at least a hundred faces that made up the tree creature’s body, each one seemingly independent of the others. Twilight wondered at how a creature could’ve evolved to have had so many faces; then she saw one that she recognized. Near the base of the tree was the twisted face of Doctor Whooves, smiling at Twilight with rows of jagged teeth.

Snapping out of her fear, Twilight picked up Fluttershy (who had fallen of when Twilight tripped) and resumed backing away from the monster, this time a little faster than before. This must’ve angered the creature as every head shouted, “FEED ME!” at her in unison.

“NO!” Twilight shouted back. This was a mistake. The creature screamed at a deafening volume and began to sprout branches from the orifices of the faces closest to the ground, except the appendages that Twilight took to be branches were not branches; they were the legs of the victims that creature took the faces from. Hooves and claws forced eyes out of their sockets and caused broken teeth to scatter as the monster attempted to make itself mobile.

Twilight turned and ran from the approaching monster, her screams lost in its shrieks. Twilight could hear it advancing on her. When she had made it to the crate stacks, Twilight had just enough time to turn before the creature slammed into the spot where had just been standing, knocking down several crates.

Twilight bolted away in the opposite direction. Behind her, the monster shrieked as it changed direction. Twilight’s heart raced, her eyes darted left and right, but any escape route would’ve either required her to squeeze through a narrow gap or climb over a crate; neither of which she could’ve done in a hurry without sacrificing Fluttershy.

Twilight reached a dead end. She was preparing herself to be torn apart when an idea struck her. Twilight bucked Fluttershy over one of the shorter crates with a kick that would’ve made Applejack proud, and then jumped over it herself. Just in time too, as the monster slammed into the storage room’s wall and staggered backwards. Twilight took the creature’s momentary distraction to pick Fluttershy up and start running again.

After a short distance the crates were spaced widely enough for Twilight to slip through without slowing down. Behind her, the monster was only slowed down a little by the crates. The monster screeched as it plowed through the barriers, either knocking them down or throwing them aside. Despite this, Twilight was only able to keep just out of creature’s reach. As she ran, the monster’s constant wails and cries started to louder and more furious.

Twilight eventually broke free of the crates and practically leapt through the door into the hall. When she was out, Twilight checked to make sure that the monster was too small to fit through the door. She then started making her way back to Pinkamena, hoping that she would be able to put the whole thing behind her. She made it about ten feet when a series of popping sounds began echoing through the silent hall.

Twilight turned around to see that the monster was trying to force itself through the door. The creature folded itself over and over until it had compressed itself enough to squeeze through what was left of doorway, breaking whatever bones it had in it.

Twilight screamed and started running down the hall. Behind her the monster let out a loud “FEED ME!” and began chasing after her.

By now, Twilight’s stamina was beginning to run out. Her lungs were beggining to feel like they were made of lead and it was becoming harder and harder to keep moving forward. Twilight dared not to slow down though; there was the sound of a hundred hooves splashing through bile to encourage her not to.

When Pinkamena came into view, Twilight shouted, “Pinkie, start running!”

“What? What’s going on? Why do we need… WHAT THE FLYING FUCK IS THAT?”

Within seconds, both Pinkamena and Twilight were running for their lives, the weird furball jogging alongside them as if it didn’t have a care in the world. Twilight considered tripping the oversized lint wad to slow the monster down, but decided that she needed to keep her forward momentum.

Behind them, the monster screamed in glee; probably because it now had four tasty ponies to eat instead of two.

As running became more difficult for her, Twilight started racking her mind for a way out of this situation. She knew that there was something else down this hall, but with the monster chasing them and little oxygen getting to her brain, Twilight couldn’t place her tongue on it.

“We’re about to hit a dead end!” Pinkamena shouted over another scream from the monster.

Twilight looked ahead to see that the hallway ended at three glass tubes that stretched from the floor to the ceiling. Each tube was roughly the size of the cells they had stayed in and each had a single word written on them; ELEVATOR.

“Can you run ahead and press all the buttons?” Twilight asked through large gasps.

“And leave you behind? No!”

“Just, do it. I’ll be fine,” Twilight gasped.

Pinkamena let out a burst of speed and quickly made it to the row of elevators. By the time she had pressed all the buttons, Twilight had joined her along with the furball.

Twilight nearly collapsed when she stopped. She turned around to check on the monster’s progress and to see if there was any way she could impede its progress. It had been slower than Twilight thought, being nearly a hundred yards away from them, but it was advancing quickly. In less than a minute, it would be on them.

“Come on!” Pinkamena demanded of the elevators, “Come on!” Pinkamena began banging on one of the glass tubes.

A yellow number lit up on one of the tubes and stared counting down. By now though the monster was less than thirty feet away. Twilight could almost smell the breath coming off its various mouths.

As the monster drew closer, Pinkamena started beating wildly on the glass tube. Twilight set Fluttershy down and prepared herself to charge at the beast, promising herself that she would at least go down fighting.

Then the monster stopped. Twilight blinked and looked around for a reason, but none showed itself to her. There was nothing in the hallway impeding its path and Twilight highly doubted that it suddenly went blind. What could’ve made it stop?

Then Twilight realized that the fluffy abomination was no longer with them. It was walking slowly and calmly towards the tree like monster. When the fur ball was less than five feet from the monster it turned its head back and smiled, winking at Twilight.

“No.” was all Twilight could muster up. The word came out as little more than a whisper.

The fur ball walked up to the monster, let out a final “Pftht” and then the monster let out a triumphant cry. It sprouted multiple arms to pull the fur ball towards its many mouths. It quickly chewed through the fur ball’s lairs of fur and began biting into her flesh. Fluffy didn’t so much as whimper as her skin was eaten of her torso and her organs dangled from beneath her. Fluffy continued to smile at Twilight, even as the monster licked out both her eyes with two tongues. The monster ripped Fluffy’s organs apart and slurped them up as if they were noodles. In less than a minute, the monster had reduced Fluffy to a skeleton; she had been a pony the entire time. The monster then broke the skeleton into pieces and chewed each piece in a separate mouth. When it was finished, the monster turned around and began sulking off. There was a new face on it now, a smiling, pink face that was covered in a lot of fur. It might’ve been her imagination, but Twilight could’ve sworn that Fluffy’s face was waving at them with an adjacent hoof.

Behind her, a small ‘Ding’ rang out, signaling the elevator’s arrival. Twilight picked up Fluttershy and joined Pinkamena in the small compartment. Pinkamena pressed a random number on the elevator’s keypad and the two of them watched the floors go by in silence as they ascended. Twilight decided that the straps binding her wings were the most important thing she had to worry about and started chewing at them. Pinkamena, meanwhile, developed an interest in her tail, and kept wrapping the hairs on it around her hoof.

It wasn’t until the elevator reached its destination that the silence was broken. When they stepped out on floor 362, Pinkamena, her voice almost monotone asked, “Did you see what happened to,” Pinkamena swallowed, “What that thing did to Fluffy?”

Twilight nodded her head, unable to think of anything to say. Pinkamena didn’t say anything else, and the two of them walked on in silence for some time. Twilight lost track of where they were going, or how long they were walking. It could’ve been hours or minutes, Twilight couldn’t tell which. The image of Fluffy being ripped apart kept playing over and over in Twilight’s mind. Her stomach churned at the memory, but she couldn’t take her mind off it.

“It’s my fault.” Twilight whispered to herself, a sudden realization striking her, “It’s all my fault.”

“Is something wrong?” Pinkamena asked, a little less distant than before.

“I-It’s nothing.” Twilight said, trying to fight back her tears, “It’s just that… It’s just that…” Emotion finally overcame her, and Twilight’s words became a stream of sobs, “I’m sorry. I’m sorry, I didn’t mean… I was just curious, I didn’t know…” the rest of what Twilight said was so incomprehensible that not even Twilight was sure what she was saying.

Pinkamena laid a tender hoof on Twilight’s shoulder. “Calm down, Twilight, just tell me what’s on your mind,” she said.

They stopped in front of a dark red door and sat down. Twilight laid Fluttershy down by the door and then she and Pinkamena started talking.

Twilight started, “It’s my fault Fluffy died… and the Doctor too I guess. I didn’t like either of them, no that’s too nice, I hated them. I wanted to keep as far away from them as I could and now… I didn’t want them to die, especially not like that, but…”

Pinkamena interrupted, “It’s not your fault.”

“Pardon?” Twilight asked.

“You didn’t tell the monster to kill them, did you?” Pinkamena asked.

“Well, no, but…”

“Then how is it your fault?”

“I led that thing right to you, okay!” Twilight shouted before clasping a hoof over her mouth. “Sorry, that came out louder than I meant it.”

Pinkamena furrowed her eyebrows, “What do you mean you led it to me?”

Twilight gave a brief explanation of her experience in the storage room. “I was just curious. I didn’t realize that it would… I’m such an idiot.”

Pinkamena let out a sigh, “Well, no argument here. Let’s just find a place to sleep. We’ll talk more about this tomarrow.”

“Here’s as good a place as any.” Twilight said, “I doubt that we’re going to find another futon to sleep on.”

“Alright then.” Pinkamena said dully. She helped Twilight lift Fluttershy onto her back then opened the door they had been sitting by. The door led into a narrow passage that ended at a sliding door. Pinkamena opened this door as well, and the two mares found themselves in a large room lit with red light. Twilight laid Fluttershy down on the opposite wall of the door and began looking around the room. To her surprise, she recognized the room very well.

Some pony or something had come and cleaned up the carnage, but the holding the book of Newt was unmistakable. The book itself was still were Twilight had left it two days prior, untouched by whatever removed the bodies. This time, however, the book did not call to her like it did before. In fact, the book seemed to Twilight as interesting as an outdated dictionary.

Twilight started to giggle. Her giggles quickly evolved into laughter. Her laughter quickly escalated into a hysterical guffaw that had Twilight rolling on the floor and clutching her stomach.

“Twilight, what’s so funny?” Pinkamena asked, “Did you think of a joke or something?”

“No,” Twilight said in between giggles, “it’s just that… It’s just that… I don’t even know.” Twilight’s laughter quickly intensified to the point that the purple alicorn was no longer aware of what was going on.

After a while, Twilight calmed down enough to realize that Pinkamena had gone to sleep. Twilight wondered why she didn’t say anything, but decided that she probably did and Twilight, in her unusual bout of laughter, simply hadn’t noticed. Twilight considered waking Pinkamena up and apologizing, but decided that it would be better to let her sleep. After going through what they did today, she had earned it.

Twilight curled up next to Pinkamena and closed her eyes. After a few minutes, Twilight got back up a carried Fluttershy over closer to where they were sleeping. If by chance they were attacked at night, Twilight wanted to be able to get Fluttershy in a hurry.

Twilight positioned herself between Fluttershy and Pinkamena and tried once more to go to sleep. The floor was cold and hard, but the heat radiating off her friends was enough to lull Twilight into a shallow doze. But as she lay there, nearly napping, in her mind there came a laughing, an eerie cackle she’d heard before. At the sound of the robbed figure’s laughing, Twilight opened her eyes and expected to be pulled back into that nightmarish forest.

Nothing happened though. When Twilight opened her eyes, the laughing stopped. Twilight listened for a moment for any sign of the emerald clad being, but if it was there it didn’t show itself.

Twilight rolled over and closed her eyes again. If that thing wanted to watch her as she slept, let him. After a minute though, Twilight heard another voice, this time coming from her side.

“Twilight? Where am I?” Fluttershy asked.

Author's Notes:

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