The climb up the stairs was largely uneventful. Fluttershy asked a couple of questions and Twilight answered them as best she could, but most them Twilight either couldn’t answer or the answer was information that Fluttershy wasn’t ready for.

When they arrived at the head room, Twilight’s vision was filled with a sickly green color and a thousand needles stabbed into her brain. Without thinking Twilight pressed her hooves to her temples, throwing Fluttershy off her back.

The patchwork pegasus landed on her back, nearly hitting one of the metal shelves that littered the room.

“Fluttershy!” Pinkamena shouted as she leapt to her friend’s side.

“I’m fine, I just… " Fluttershy shrieked."W-What are those?”

Twilight’s vision cleared enough for her to see Fluttershy cowering before jar containing a pony head with four mouths.

“Oh, that’s nothing,” Twilight said. The headache hadn’t completely subsided, but it had settled to a dull pain behind her horn. “Just some… nightmare night decorations.” Well, it wasn’t a total lie.

“But they look so real!” Fluttershy was began gasping wildly.

“Well, they’re not.” Twilight said. Her head seemed to throb with every word. “Pinkie, could you tear one up for her?”

“Sure.” Pinkamena said. She took a head out of one of the jar and tore at its skin. Soon yellow patches of foam became visible and Pinkamena threw it to Fluttershy. It landed in her lap

“See Fluttershy?” Pinkamena said, “Nothing to be afraid of.”

Fluttershy eyed the thing with disgust and quickly pushed it away from herself. “Okay, but I don’t like them.”

Pinkamena helped Fluttershy back onto Twilight’s back and the three of them continued across the room. They had just reached the door when Pinkamena whispered, “Stop!”

“What’s wrong?” Twilight asked.

Pinkamena made a loud ‘SHHH’ sound and then said in a low voice, “I heard a noise, there’s something out in the hall.” At this, Twilight felt Fluttershy dig her face into her mane.

“Any idea what it is?” Twilight asked.

“No, but odds are it doesn’t want to be friends.”

“See if you can see anything through the keyhole.” Twilight said. She wasn’t even sure that a pony could look through the keyholes in Sleipnir, or if the doors even used keys, but it was worth trying.

“Good idea, let me just…” Pinkamena bent down and pressed her eye beneath the doorknob. A second later, the color drained from her face. “That- Oh… that’s not right. That’s not, oh Luna.” She said, sounding like she was about to vomit.

“What is it?” Twilight.

“N-Nothing!” Pinkamena said, forcing a grin. “Let’s just go back to the book room, and, uh, never come back here again!”

Twilight scowled, “Move over, I’m having a look.”

“Nope!” Pinkamena said, her smile faltering. She raised her arms up as if to barricade the door with her own body; as if that would stop Twilight.

Twilight snorted, “Move!”

“Trust me Twilight, you really don’t want to see what’s going on out there…”

Twilight glared at the earth pony, “I am just going to have a look. It isn’t that big of a deal.”

“But…”

“Please don’t argue!” Fluttershy cried out.

Both ponies stopped to look at the patchwork pegasus, Twilight twisting her head to do so. Fluttershy made an odd squeaking noise and seemed to sink into herself. “I just got reunited with you two; I don’t want to see you girls arguing.”

Twilight gritted her teeth. She had forgotten about Fluttershy, and how she might feel. Also there was a possibility that if Twilight looked through the keyhole, Fluttershy might get exposed to whatever had Pinkamena so spooked.

But still, Twilight wanted to know. Already she could feel curiosity gnawing at the back of her mind. If she didn’t find out, it might consume her.

“Just one look, Pinkie, that’s all I ask.” Twilight said, “I promise you, I’ve probably already seen worse.”

Pinkamena still looked hesitant. For a brief moment, Twilight feared that she would say no. Then the pink mare nodded her head and said somberly, “Go ahead. Just don’t say I didn’t warn you.”

Grinning, Twilight set Fluttershy down in a spot where she would be able to see any of the heads, and then eagerly positioned herself to look through the keyhole.

She couldn’t see much at first. The lights were dim and she didn’t have a wide range of vision through the keyhole. But as vision adjusted shapes began to form in the darkness. Within a minute, Twilight was able to make out the outline of an enormous unicorn standing over an earth pony. No, not a unicorn; Twilight could make out something growing out of the pony’s sides.

“A princess?” Twilight muttered.

Pinkamena nudged Twilight on the shoulder, “C’mon Twilight, let’s get out of here.”

“Just a second, I want to find out who she is.”

In the hall, the unicorn’s horn lit up, blinding Twilight, who was used to near darkness. When Twilight’s vision adjusted again, the first thing she saw was the smiling face of Princess Celestia. Except it couldn’t have been Celestia, not the one Twilight had known anyway. Her smile was too wide for a normal pony, a smile that nearly stretched all the way to her ears, filled to the brim with horrid teeth the size of hooves. But they weren’t as bad as her eyes. Her eyes were as wide as a normal ponies face and had a wild, hungry look. Twilight was thankful that they weren’t focused on her.

The creature was looking down on something twitching between its legs. Twilight tried to make out what it was, but the monster had its wings down, blocking her view. The only part Twilight could see was the top of an orange Mohawk.

“You’ve been such a bad boy, Teddy.” The creature purred, barely being audible through the door. Its voice reminded Twilight of sour wine and bile.

Twilight heard a noise that sounded like a cough, and then Teddy said, “You- You shut the fuck up you bitch! When Glutton wakes up he’ll…”

“Oh I don’t think Glutton is going to wake up for a good while. Seems I was too much mare for him. Oh well, at least we won’t be interrupted.” The creature giggled and its wings seemed to writhe.

Except they weren’t wings. Twilight couldn’t believe it, but growing out of this monstrous version of Celestia’s back were two large masses of tentacles, doing something to Teddy; something that Twilight was glad she didn’t have a clear look at.

The monster that looked like Celestia continued, “My, you’re so tense right now. Perhaps it would help you relax if I were to remind you of your Sweet Heart?”

Teddy shrieked with rage, “HOW THE FUCK DO YOU KNOW ABOUT HER YOU BITCH!”

“Oh Teddy,” The monster said, its voice changing to that of a filly, “I’m closer to you know than any pony else before. I know everything about you.”

“FUCK YOU YOU UGLY WHORE!” Teddy screamed.

The creature’s smile turned into a scowl and it said, “That was a very naughty thing to say, Teddy. Now I’ll have to punish you.” The creature raised one of its hooves and slammed it down. Twilight heard a sickening crack, followed by Teddy’s pained howls.

The creature’s voice returned to normal and its breathing quickened, “Yes, yes! Cry more! Oh yes, squirm you pathetic little…” The creature finished its thought with a noise that was somewhere between a moan and a triumphant roar. Its tentacles pulsed and writhed as it cried. The sound of flesh splitting and guts popping echoed throughout the hospital. A minute later the monster withdrew its tentacles, revealing a large pile of crimson mush.

Twilight watched in horror as the monster bent its head down into the remains of Teddy, and began lapping it up like a dog. For nearly five minutes Twilight stood frozen, watching the image of her former mentor devour the remains of a pony, listening to the smacking sound it make as it chewed. A pony that it- no, Twilight did not to give a name to what she had just witnessed.

Twilight was about to pull herself away from the gruesome scene, when the monster looked up.

“That was too fast, have to find another. I need more. I’ll find some pony, some pony who I can take my time with. Some pony like…” The monster sniffed and turned its head so that it and Twilight made eye contact. The monster grinned and said, “I SMELL A TWILIGHT!”

She had enough time to jump away from the door and yell “Incoming!” before a long helical horn stabbed through it, skewering one of the foam heads.

“Twilight, what’s going on?” Fluttershy asked, cowering beneath a wing.

“No time!” Twilight had pulled Fluttershy onto her back just as the door splintered behind her.

The monster entered the room and looked around wildly. “Oh Twilight,” it said in a twisted parody of Celestia’s voice, “Mommy’s home. It’s time to play!”

Twilight raced to the stairway, but the entrance had already closed itself. Twilight looked around for the tiny switch to open it, but in her panic she couldn’t remember where it was.

Behind her, Twilight could hear the monster slowly approaching behind her, long tentacles writhing along the floor. Her heart pounded inside her chest, dreading what was to come next.

“There is no need to be afraid, sweet Twilight,” The monster said softly, “for I am ever so gentle to my students. Come, satisfy your princess.”

“If you’re a princess, then I’m the duke of Prance!” Pinkamena shouted from across the room. Twilight stole a quick glance to see that she was standing in front of large machine, specifically the glass tank.

The monster turned and hissed at Pinkamena. “Shut up you filthy mud pony! You’ll get your turn when I’m done with Twilight!”

“Oh please, like any pony would want to have a turn with your old plot. I’d rather…”

“OLD!” The monster shrieked as it charged horn first at Pinkamena. “I’ll show you old!” The pink mare rolled beneath the charging beast’s legs just as it was about to skewer her. The monster tried to stop, but it had built up too much momentum. It crashed into the machine, shattering the glass tank in the process.

The monster shrieked with rage. Twilight tensed up, ready to have the room torn apart around her , but it never came. She looked up and found that the monster had gotten its horn stuck in the machine’s body.

Seconds later, a panting Pinkamena showed up next to Twilight. “Olé!” she said in between pants, “I never want to do that again.”

The monster hissed from the machine. It tried to pull itself free, but its horn had pierced deep into the metal body, and held it tightly in place.

“Come on, that’s not going to hold it for long.” Twilight said, already exhausted. “Let’s just get out of here and find Dread.”

“Okie doki.”

After making sure that Fluttershy was secure on her back, Twilight and Pinkamena made their out of the head room, taking care not to step on any of the broken glass. When they had reached the door, the monster spoke, “Please, Twilight, let me have you. You don’t know what it’s like; the gnawing pain, the eternal lust. Would you be so cruel as to deny me?”

Twilight stopped and said in a cold voice, “I just watched you murder and eat a pony, and I’m the cruel one? I’m sorry, but I don’t see the logic in that.”

She had taken another step when the monster called out, “Wait, you don’t know the whole story! The man in red did this. Twilight, please don’t leave me! Was I not a good teacher? Am I not your princess?”

Twilight turned and smiled coldly at the caricature of Princess Celestia. “Vive le roi.” She tossed one of the foam heads into the air and then bucked it at the machine. It hit one of the buttons on the machine and in an instant the machine came alive. Sparks flew from the twin tesla coils, humming as they became streams of lighting and struck the monster. After them a stream a violet vapor erupted from beneath the monster, whistling like a boiling tea kettle.

She watched as the monster was slowly cooked alive, listening to screams mixing with the noise made by the tesla coils. It tried to pull itself away from its torture. Patches of the monster's fur caught fire, turning the once white hair pitch black. Tentacles flailed wildly as they were cooked from the inside. The monster’s skin tore open in places, releasing steam from boiling blood. Soon the entire room stank of burnt flesh and iron, but still the monster kept screaming.

Twilight had to hold back a giggle. Watching the monster die filled her with a sadistic pleasure. She wanted to stay there and wait for the monster’s screams to silence; for what she did not know. It was only when she felt a single tear fall onto the back of her neck that Twilight remembered her senses.

Fluttershy had been watching with Twilight the entire time.

Immediately, Twilight turned away from the monster and carried Fluttershy out of the room. Once they were out in the hallway Pinkamena went back into the room and moved a shelf to block the door.

“What took you guys so long?” Pinkamena asked.

“I-I wanted to make sure that the monster stayed put,” Twilight lied.

“With Fluttershy on your back?” Pinkamena frowned. “You know how sensitive she is! Why would you do that?” Even as Pinkamena spoke, Twilight felt Fluttershy quivering. Her stomach twisted and Twilight found herself wishing that Fluttershy was still comatose.

“Fluttershy, are you okay?” Twilight asked, trying to be gentle.

Fluttershy whimpered, “Why-Why did you do that? Why would you do that to Princess Cele-Cele… Who are you and what have down with my friends!” Tears began to trickle onto Twilight’s neck.

Twilight tried to turn her head and comfort Fluttershy, but the patchwork pegasus pushed her away.

Fluttershy glared down at Twilight, her eye red from crying. “I want an answer. What happened to the Twilight I know? What have you done with her? Tell me!”

Twilight didn’t have an answer. How many times had she done or thought something unnecessarily cruel for no reason? Or how many times had her own stupidity gotten her and her friends in danger? First the tree, now whatever the hay that Celestia look alike was called. Was she the same Twilight that lived in Ponyville so long ago? Or was she a monster, like Sam?

“That wasn’t Celestia.” Pinkamena said, interrupting Twilight’s thoughts.

Fluttershy turned and looked at the pink mare. “It wasn’t? But it looked just like…”

“Oh come on, Fluttershy, that thing had tentacles!” Pinkamena said, waving her arms in a snake like motion for emphasis.

Fluttershy frowned. “They looked like wings to me…”

“Yeah, there was no way that was Celestia.” Twilight said, forcing a grin. “A changeling maybe, but not Celestia.”

Fluttershy's eyes narrowed, “Why would a changeling have tentacles?”

“I-I don't know.” Pinkamena said, smiling awkwardly.

Twilight was about to offer up some bogus theory to appease Fluttershy, when she thought she heard a faint moan coming from the head room. She gave a warning look to Pinkamena that she hoped the pink mare would understand. “Look, Celestia or not that thing attacked us. Anything we did was in self defense. In any case, we’re exposed here and need to get to Dread and Dr. Layne as quickly as possible.”

“Right,” Pinkamena said, picking up on Twilight’s hint, “Let’s go.”

They headed off in the direction Dread and Dr. Layne had fled a few days earlier. The hallway was only lit by the sparks of light coming from the head room, but Twilight made sure go around the remains of Teddy so that they were in Fluttershy’s blind spot. As soon as they were past it, they broke into a run.

As they ran through the darkness, Twilight wondered if she should’ve told Fluttershy what that monster was, or at least her own understanding of it. She wasn’t sure Fluttershy bought the story about the changeling, or the tentacles for that matter. The last thing she need was for Fluttershy to start thinking the Twilight and Pinkamena were monsters.

‘Maybe we are monsters?’ Twilight thought, ‘Pinkamena’s a cannibal and I… I don’t know what I am. Back there, watching that monster die, that didn’t feel like me.’ The Goodfellow laughed from somewhere down the hallway and Twilight pushed her thoughts away. Now wasn’t the time to be questioning her mental state.

They reached a point where they could no longer hear the humming of the tesla coils. Twilight slowed down to a trot and called for Pinkamena to do the same. They were far enough away from the monster that it couldn’t find them unless it lit up the whole hallway; which case they could just run.

“How far do you think we are from the door?” Twilight asked, panting slightly.

“Not far,” Pinkamena answered, “I don’t remember the hallway being this long though.”

The noise of a door creaking open echoed throughout the hallway. Twilight tensed up, readying herself for round two with the monster. She swiveled her ears up and strained them to pick up on any sound made in the hallway. She was only seconds away from hearing the sound of the creature’s hooves charging towards her.

Those seconds passed and the halls were filled with the sound of hooves striking the floor, heading straight towards Twilight and her friends. But the hooves weren’t charging. No, they were moving rather slowly, and in an irregular pattern. In fact, they sounded almost metallic.

Twilight looked in the toward the source of the sound, and found two red eyes staring at her.