The afternoon sun shined through the sparse holes in the Everfree’s canopy, casting thin beams of light onto the small group of fillies that walked through the ancient forest. The three fillies had spent their Saturday visiting their friend Zecora in an attempt to get their Cutie Marks in potion mixing. At least that had been the plan. Zecora, who well remembered how the “Cutie Pox” fiasco had first come about, had only allowed the girls to handle the more mundane ingredients and tasks. The three fillies had quickly became bored with measuring and looking up ingredients in books and had decided that maybe they were destined for other things.

“A wise choice, my little friends,” Zecora had said. “I think our time is at an end. Hurry to your home and be sure not to roam. The forest is acting strange these days, as if all is in a haze.”

Even though the outing was a bust, Apple Bloom didn’t mind. She always enjoyed spending time with Zecora and sometimes thought that she could be another member of the Apple family. She certainly acted more sisterly than Pinkie Pie did sometimes.

Her thoughts drifted to her pink sister. Ever since Lero dragged Pinkie, kicking and screaming to the hospital, things had improved a bit. Apple Bloom received more respect and Pinkie Pie wasn’t so inept in her farming anymore after she started to follow Apple Bloom’s directions. Though sometimes the elder sister still surprised her (how had she come up with that cannon thing anyways?), things were definitely on the mend between the two. She had left Pinkie with Big Mac that morning so she could spend time with her friends for some long-awaited crusading.

“So what do y’all think we should do next?” asked Apple Bloom.

“Let’s get some lunch then have a sleepover at the clubhouse!” said Sweetie Belle with a small hop.

“Okay. D’ ya think Applejack’ll mind?”

Sweetie rolled her eyes. “I don’t live over there anymore, remember? I’m living full time with my parents again. Not that Applejack would care anyways. She’s gone so completely crazy with her dresses, she can’t even take care of herself anymore!” Sweetie’s ears drooped a little. “It’s actually starting to scare me a little.”

Apple Bloom put a reassuring hoof on her friend’s shoulder. “Ah know how ya feel, Sweetie.” Her expression suddenly lit up. “Hey! Maybe Mr. Lero can help! Ya know, like he did with mah sister!”

Sweetie perked up as well. “Hey yeah! Let’s go ask him when we get back! He can help her while Spike takes care of all the chores!”

The three began to trot along the path with renewed spirits. Before long, Scootaloo stopped and cocked an ear.

“Hey,” she said, “do you guys hear that?”

They all stopped and listened. Very faintly, they could hear soft, gentle notes drifting through the air. Somepony was playing an instrument in the distance and they could hear faint singing.

“Who would be playing music in the middle of the woods?” asked Scootaloo.

“Ah don’t know,” said Apple Bloom. “Sure sounds nice though.”

“It’s coming from over there,” said Sweetie, pointing in a vaguely northern direction off the path.

They stood there and listened to the music some more. It was strange; a harmony they hadn’t heard before. It sounded like something Lyra would come up with, the mint unicorn having traveled far and wide. It was, well, “alien” was the only word Sweetie could use to describe it. The way the notes played off each other in a rhythm that was so strange but produced a beautiful melody all the same. She vaguely wondered if this was what music sounded like from where Lero came from.

Before any of them realized it, they were all walking in the music’s direction. Apple Bloom blinked twice then looked up. The light coming through the trees had taken on a golden tint and was at a harsher angle than before.

‘How long have we been walkin’?’ she thought. She looked ahead to her friends, who were still plodding determinately ahead. “Hey, girls?” she called out. They didn’t stop.

Apple Bloom darted ahead to… what was she doing again? The music was…

Apple Bloom continued to walk, following the music deeper into the woods.

It was sunset when they finally stopped. Scootaloo was the first to come around. They were near the edge of a small clearing. There was a small pond in the center, so perfectly still that it could have been a mirror. Fireflies danced among the flowers and small rocks scattered around the area. This place was the definition of “serene”.

“Huh?” said Sweetie Belle, who was sitting next to her. She had a few twigs in her hair and all of their hooves were caked in mud and dirt. “How-”

“Oh!” came a startled voice. The girls turned and saw the other occupant of the clearing. “I’m sorry, I did not see you come. I was so focused on my music that I must have let my mind wander!”

Sitting next to the pond, wearing flowing silk robes, was a mare. Scootaloo felt the blood rush to her cheeks. The mare was absolutely beautiful. Her coat and mane were the purest white she had ever seen, as if someone had made this pony out of fresh snow. Her eyes were a shining red, reminding the girls of the unicorn DJ that would sometimes visit town. Her hair was pulled back into a bun held together with a pair of long, silver needles, and then cascaded down behind her in a waterfall. The mare’s ears were longer than most ponies’ and ended in a fine point, adding an exoticness to her beauty.

The mare’s robes were layered, red on black, and billowed out around her. Scootaloo thought that if she touched them, she would simply melt into them, they looked so soft and smooth. Sitting in front of the mare was some sort of stringed instrument and, apparently, the source of the music. While the girls had little experience with music, even they could recognize the exotic nature of the instrument.

“Um,” said Sweetie Belle, who had suddenly become very self-conscious of her disheveled state. “Who, um, who are you?”

The mare gave them three girls a gentle smile. “You may call me Silk, if it would please you, little ones,” she said, her voice matching the smoothness of her name. “Now, what are three little girls doing in the middle of forest at this time? It is dangerous to wander around this late in the day.”

“We heard yer music,” said Apple Bloom. Her mind was still a little fuzzy and some annoying, bordering on downright rude, part her was telling to leave. Why should she leave? This lady wasn’t going to hurt them.

“And you came all this way to listen to me?” Silk raised a dainty hoof to her mouth and blushed ever so slightly. “You flatter me, little ladies. My music is very poor and it surprises me to see that it could call you this far into the woods.”

“No!” shouted Scootaloo. She then coughed slightly and tried to regain some composure. Rarity had given her a few pointers on how to behave more politely and she was suddenly very thankful of the unicorn’s lessons. “What I mean to say is your music is very lovely. We wanted to find out who was playing it.”

Silk smiled shyly at the three girls. “Do you really think that?” At their eager nods, she gave a bow. “It gladdens me to hear that, you three.”

“Can… can you play again?” asked Apple Bloom. “Please?”

Silk nodded and placed both her hooves on her instrument. Using a silver band on her right hoof to stroke the strings and her left hoof to manipulate the notes, she began to play another strange but beautiful melody. Soon her voice - ‘Oh, what a beautiful voice,’ thought Sweetie Belle - joined in and all three fillies became enraptured.

Time seemed to not matter to them anymore. Nothing mattered, really. Apple Bloom stopped worrying about getting back home to make sure Pinkie had done the chores. Big Mac was with her anyways. Sweetie Belle stopped worrying about Applejack. She didn’t live with her anymore, why should she care? Even Scootaloo stopped worrying about, well, everything really; flying, her mom, being bullied by those two little snobs… what were their names again?

‘Rarity would love to hear this,’ she thought. The thought of the white unicorn, in all her grace, beauty and awesomeness, brought her back to reality. Silk was still playing and the clearing had become much darker. Somehow, she was laying on the ground. ‘Did I fall asleep?’

She tried to stand up but she couldn’t. When she looked down, she heard screaming. A second later, she realized it was her.

Her body was covered in pale silken webs. Several large spiders, bigger than her hoof worked diligently on her body, wrapping her in the sticky substance. Scootaloo immediately began to struggle against her new bonds, which only served to get more trapped. Looking to her left she could see her friends, both staring ahead, still spellbound by the music as more spiders wrapped them in silk.

“Oh my,” came a voice. “It would appear that you are already awake.” Scootaloo turned to Silk, who looked back at her with a gleam in her eyes. She had seen that look before in some of Rainbow Dash’s hawks and falcons. It was the look of a predator that was eyeing its prey. “It seems I was right before. My music is not very good. But it is so very difficult to play a Gu Zheng with hooves.”

Silk looked down at her hooves. There was a sickening crack and snap as Scootaloo watched in horror as the limbs split. First in halves and then again, Silk flexed the new appendages and gave a sigh in appreciation. Scootaloo recognized the new body parts as hands immediately.

“Now then,” said Silk. “About you three.” Silk tucked her arms to her chest and rose. Up and up till she was taller than most ponies. From underneath the silken robes came a long, pale, chitinous leg. Then another. And another. And another. Scootaloo was thrashing in complete, mind shattering fear as Silk strode forward on six legs and plucked her up into the air.

Silk began to turn her this way and that, stroking Scootaloo’s trembling face with her smooth hands. The pale spiders continued their work, wrapping her neck now.

“Yes,” she said. “I think you three will serve me very well.” A long forked tongue slid out between her lips and licked Scootaloo’s cheek.

“P-p-please,” stuttered Scootaloo. “Please don’t eat me.” She had heard about how spiders eat their prey and remembered how scared she was when Lero had told the story of how the giant tarantula caught him. In the back of her mind, she was screaming for Rarity to come save her too.

“Eat you?” said Silk, who smiled, revealing a pair of long canines. “Sweet child, you have it all wrong. I’m not going to eat you nor your friends.”

“You’re n-n-n-not?”

“No. In fact, I think you will find that you three will be returning home very shortly.” Scootaloo smiled at the faintest, mad hope.

“Look, can’t you see there? You’re already leaving!” Silk turned Scootaloo to face the edge of the clearing.
Scootaloo’s eyes widened. There, on the edge of the clearing, were three little fillies: a yellow earth pony with a red mane, a white unicorn with a two toned pink and violet mane and an orange pegasus with a short, purple mane. The pegasus turned back and stared at Scootaloo with violet eyes and smiled.

Scootaloo screamed into the webbing as the spiders finally finished and wrapped her eyes in darkness.

Hours later, a lone figure entered to the empty clearing. The pond was still there, still as a mirror and fireflies continued to dance in the darkness. The being glided forward, floating just above the ground and stopped the edge of the water.

He reached down and plucked a small, pink ribbon from the web covered grass. A single eye opened on one of his black wings and beheld it. He turned it around in his yellowed, skeletally clawed hands as he examined it.

A smile grew on his cracked lips, revealing sharp teeth.

“Ridire,” he said in a dry voice, “tá tú ag obair le déanamh.”

Author's Notes:

This is the culmination of an effort several months in the making. Many thanks go out to Mike Teavee for writing a wonderful story and to AnonponyDASHIE for the original "Xenophilia". Special mentions go to warpd for his story Xenophilia: Flesh and Thorns, which provided a metric ton of inspiration for this endeavor.

Look for more soon!