Twilight trotted down the quiet forest path to Fluttershy's cottage in the woods. It had been a while since the last time they had gotten together to hang out so Twilight had decided to see if she wanted to play. She approached the door, noticing all the creatures scampering and scurrying about and the birds singing in the trees. Twilight knocked on the door and patiently waited for an answer. After about a minute, Twilight thought about leaving, but suddenly the door opened to reveal a sleepy looking Fluttershy. Her long pink mane was frizzy and her eyes were only halfway open.

"I'm so sorry it took so long for me to answer, I've just been lying around all day and I must have dozed off. I hope you don't mind."

"It's no problem at all Fluttershy. I just came over to see if you wanted to hang out at my house," Twilight responded cheerfully.

"Well, it has been a long time, and I guess I could come over. I just need a minute, come on in and take a seat," Fluttershy said in an excited tone. Twilight sat down on the couch and looked around while Fluttershy got ready in her room. She noticed the happy expressions on all the animal's faces in all the pictures on her mantle. After a while, a voice brought Twilight back into focus. "Alright, I'm ready to go. I can't wait to see what you've got ready for us to do together, Twilight."

Twilight responded somewhat blankly, " Yeah, it'll be tons of fun, and it's going to be nice just being with you after all this time." The two ponies walked back up the path from Fluttershy's to Ponyville Square, and hurried over to Twilight's house. They quietly made their way in, trying not to attract much attention so as not to be disturbed while they had fun together. They sat down at Twilight's table and ate cupcakes, drank a little bit of cider, and just talked about life.

"Boy, it sure is nice just to be out of the house for a while. The animals can be such a handful, and Angel is a little difficult to deal with sometimes," Fluttershy said very relaxed.

"Yeah, I hear you. It's great to be away from my studies every now and then." The two laughed for a bit until Twilight asked, "Hey Fluttershy, would you come down to the basement with me? I found something I thought you might find pretty interesting."

"Sure thing Twilight," Fluttershy said, finishing off another mug of cider, "What is it?"

"Umm... it's a... picture I found in this old book. I was hoping you'd be able to tell me what kind of animal it is."

Fluttershy made her way down the stairs into the dim basement, noticing how bone-chillingly cold it was, and was suddenly hit with a wave of dizziness. "Oh my, I'm feeling a little bit woozy, maybe I should lie down for a bit."

"Ummm, yeah, that's a good idea. Maybe it was something in the cider, uhhh... I'm feeling a little strange too" Twilight lied. "Just lie down on that table or something, there's no need to walk back up the stairs." Fluttershy didn't hear Twilight's warning though, she had lost consciousness and fell over onto the table. Twilight's eyes flashed and she immediately got to work tying up the limp yellow pegasus. She kept her hooves a few inches off the ground, her legs restained by heavy chains. Twilight brought over a cart full of tools as Fluttershy began to stir.

"Ugh, where am I? What am I doing here?" she asked, still drowsy.

"Hehe, hush now, quiet now, it's alright." responded Twilight, trying to reassure her friend. "I was just hoping you'd like to be my... , you know, help me out?"

"Help you out with what? What's going on?" Fluttershy asked in a panic.

"So I can take that as a no? That's a shame, you'd have done so well," Twilight stated grimly. She grabbed a knife off of the cart and without warning, spun around and slit the back of Fluttershy's legs. She tore her tendons, immobilizing Fluttershy's legs, and causing her to yell out sharply. "There we go, no unneeded thrashing..."

"What are you doing? Please stop! Tell me this is a nightmare! NOOOO, this can't be happening!" Fluttershy was in tears now, unable to bear the thought of her friend harming anypony, let alone killing one of her best friends.

"You're just going to help me with a little project of mine" Twilight said matter-of-factly. "You have something I want, and I'm just going to take it from you."

Fluttershy screamed, "Please, just take it, but don't hurt me anymore. Please stop, please stop!"

"Sorry, I can't do both, if I take it, I have to hurt you to get it, and well, you know..." With that, Twilight drove a metal spike through Fluttershy's wing, pinning it to the wall. Blood poured out from the large veins in her wings, running down her back and sending chills down her spine. All Fluttershy could do was try to hold back her screams.

As Twilight planned her next cut, Fluttershy tried desperately to reason with her friend. "Please, just let me go. I promise I'll keep quiet about this, I swear. Just let it stop, I can't take this." Twilight thought about this for a moment and felt a twinge of sadness for the pegasus in front of her.

She could have gotten what she needed from somepony else, but she couldn't risk it. Fluttershy might squeal, and everything would be ruined. So Twilight picked up a knife, examining the blade to be sure it was razor sharp. Fluttershy's eyes widened in panic and her breathing intensified. She knew there was no longer any hope of survival. All she hoped was that she died quickly.As Twilight approached, Fluttershy flapped her good wing in desperation and whimpered uncontrollably. She stared at Twilight sorrowfully and just hung her head.

"Awww what's the matter? You don't want to watch yourself die? Or are youy too afraid to look at me one last time?" Twilight asked mockingly. Fluttershy said nothing, unable to respond. Twilight slowly crept closer, every hoof-step echoing in the room. She was using fear to get Fluttershy's heart racing and her blood pumping. Before she brought the blade across, Twilight heard four words struggle out of Fluttershy's mouth as tears cascaded down her face in great streams.

"I love you, Twilight..."

With that, Twilight quickly and viciously sliced open Fluttershy's abdomen, allowing her organs to fall out with a moist, gooey, horrifying noise. Twilight's eyes flashed wildly and her lips curled into a macabre toothy smile. Normally quiet, Fluttershy's cries pierced the air in a terrified symphony of pain and anguish. The weight of her organs caused them to slowly fall onto the icy cold stone floor, a plume of steam surrounding them them. Twilight had never felt so alive, seeing the combination of blood and suffering excited her beyond comprehension. She was gripped with wonder, staring at Fluttershy's open body, as the blood poured out in great crimson streams. She gave the warm slippery intestines a good yank, causing another level of otherworldly pain for the broken pegasus.

"You know, what better use for the very face of kindness than as the face for my new friend?" Fluttershy snapped back to reality for a few moments, puzzled as to the meaning of what Twilight just said. She pondered it for a moment, but suddenly, a flash of metal and an ungodly roar caught her attention. She only had time to contort her face and try to scream before the spinning blade sunk into her neck and severed her spine. The head fell to the ground, the thud echoing as the roar of Twilight's chainsaw faded out. Twilight picked up the lifeless head, examining her handiwork. She gazed into the eyes of her old friend, still as stone and frozen in terror.

"Well, there's no time to waste now" she said, grabbing the lifeless head by the once beautiful pink mane, now stained with dried up blood, and dragging it to her worktable. She got to work, sewing the head onto the mannequin, using the slimy entrails as thread. Twilight still felt a touch of regret, deep inside of her. Fluttershy had always had a special place in Twilight's heart.

It's a shame she couldn't be my assistant. All she'd have had to do was help me, but I guess she made her choice." Saddened, Twilight kissed the unholy mask on the forehead, turned around, and thought out her next move.

"Mmm, I sure could go for something from Sugarcube Corner." Twilight was instantly happy again. She washed her hooves off in an old sink and head out to pick up the next for her creation...