A heartbeat, then a second and third as a pony slowly opened her eyes. The darkness of night greeting her pale magenta eyes as she slowly gazed across the starry sky. She grunted as she gradually rose, wings trembling in the night’s cold air. Breathing in slowly, she tried to walk, but stopped, her back legs seizing as she quickly fell back to the ground. She gasped, nuzzling her side as an uncomfortable pain throbbed along her barrel.

‘W-what is this, wh-where am I, and… why is it night?’ The mare quickly looked around, seeing nothing out of the ordinary. ‘The sun was only above the mountaintops the last time… wait… where’s Luna?! Or Twilight, or Cadence?!’ Taking a moment to gather her thoughts, she looked down and examined her white coat, stopping to gingerly run a hoof along a sequence of marks and cuts, before recoiling at the sensation of a warm liquid. Raising her hoof in front of her muzzle, it was dripping with the bright scarlet fluid she had felt. ‘Blood… is this… my blood?’

Trying to recall recent events prior to blacking out, she tried to focus on the last thing she could remember. The mare thought and thought, but could not remember what had taken place. Sighing, she stood up, grimacing at the reminder of pain in her side. Spreading her wings, she quickly took flight, hoping to find her sister and friends. ‘Whatever has taken place, hopefully, my sister and former student will know what is going on.‘

She scanned the ground below her as she flew, hoping to find at least some form of activity on the earth. Her ethereal mane flowed in the wind, the light cerulean, turquoise and cobalt blue mix glowed as the light of the moon washed over it, the pale pink streak darkening from its weak luminescence. A faint orange light caught her attention and her gaze darted across the horizon. From a distance, it resembled the delicate glow of a campfire. However, what she saw as she neared the growing blaze made her eyes widen while her wings faltered for a moment.

Nearing the town that she cherished, she found it in ruins as fires ran rampant. Flames licked up the sides of dilapidated buildings, looking as if nopony had even passed through the town for twenty moons. Landing in the middle of the square, she scanned the area slowly, hoping to find anypony that would answer her ever-growing questions. Steadily taking a few steps forward, she stopped when her hoof splashed in some sort of liquid below her gilded horseshoe. The mare gulped before willing herself to look down. She tried to scream, but her voice died in her throat and terror flashed in her eyes as she saw the sticky and foul smelling liquid pool around her hoof, flowing sluggishly across the dirt road beneath her hooves.

The pony quickly backed up, breathing heavily as the sight of what must have been one of her subject’s blood made her shudder. She panted heavily, catching her breath as best she could, and looked for where the blood came from. She gasped at the sight before her, as her eyes darted across the corpse-laden streets. Wide-eyed, she teared up at the sight, backing up as the smell of decay hit her nose. Her hoof hit something as she stumbled away from the horrifying scene. She stopped, turning around slowly. Her breath caught in her throat as she stared at one of her subjects, a pony whose stomach was ripped open, ribs pried apart, and entrails pulled out of his chest cavity. His blank gaze marked the last moments of terror that he spent alive, staring at something so unimaginably frightening.

“No… my l-little ponies…” The mare murmured, tears steadily streaming down her face. She neared the deceased pony and gently guided her hoof towards his eyes, closing them as she whimpered quietly.

The mare looked behind her and shakily surveyed the sight around her. Ponies’ bodies were lying in the street, all disfigured in some grotesque manner, but each expression showed the same fear and terror as the pony that laid before her. The mare backed up as her breath quickened once more, her eyes darting from one carcass to another. Her flank bumped into something. Standing still, she turned around slowly, and the tree that her student once called home was there to face her. Its windows were broken with their glass littering the ground and the door creaked as it swung on one of its hinges.

‘Please, let Twilight be safe.’ The alicorn hurriedly ran into the library to find nothing but books torn apart and lying on the ground with their pages scattered everywhere. She scanned the walls that were marred by the claws of some creature, but no blood was present, prompting the mare sighed with relief. ‘Thank goodness. This means that Twilight is alright.’ A noise interrupted that brief, joyful spark as her gaze turned towards the doorway.

Cautiously, the mare quietly walked towards the opened entrance and looked out to the town. Checking both to her the left and right, she saw nothing that could have made the noise. Taking in a deep breath and exhaling slowly to steady herself, she walked outside to turn towards the direction of her home. ‘If Ponyville is in disarray, then what of Canterlot?’ Opening her wings once more, she took off with a powerful flap of her large wings. Her flight towards her destination didn’t take long, as she soon neared the once glorious city.

Her eyes widened as she saw the same destruction wrought here as of in Ponyville. ‘No… this cannot be…’ The same bright and blazing flames that riddled Ponyville were here in greater numbers. She scanned the city, finding that the castle gates were knocked down along with the gruesome sight of her Royal Guards slaughtered like the inhabitants of Ponyville were. Landing near the stairs outside her throneroom, she slowly lifted her head towards her surroundings.

She blankly stared at the mess around her, letting the sheer mass of destruction sink in. She stared at the open doors of her castle, as they somehow managed to cling to their hinges. A gust of flame and smoke added to her pain, the awful smell forming a lump in her throat as she wondered about the fates of the others.

Breathing in once more, she hesitantly walked in and saw small fires scattered about the room. The throne room was illuminated in an eerie orange light as she looked on at the destruction. Her gaze rested on the colored glass pictures. The glass paintings of when the Element Bearers defeated both Discord and Nightmare Moon were partly shattered and missing pieces. The fringes of the panes barely held them in place as large shards had fallen from where five of the bearers of the elements of harmony were once immortalized. Twilight stood alone in the circle of magic in the center of the window, alone in the magic that friendship had bestown upon her. The full picture of Twilight when she became an alicorn remained fairly intact, but its surface started to crack as Celestia continued to examine it.

Memories of what happened before she blacked out slowly emerged; she recalled a terrifying monster that had come to Equestria in an alien ship when it crashed onto the planet’s surface. ‘Is… this the creature’s doing?’ An anger rose within her as she silently vowed to kill the creature when she found it. ‘But, for now… I have to find the others.’ Walking off into the right hallway, her horn lit up with a golden-yellow aura as she summoned her magic, lighting up the darkened hallways.

As she wearily trotted on, the smell of flesh and blood invaded her nose, making her gag violently. Tearing at the sight of all her ponies, lifeless after giving their lives in a valiant attempt to kill the creature that had invaded her home. She tripped over one of the pony’s hooves and looked at the body. She could taste bile at the back of her throat as she saw the mare lying lifelessly before her. The mare’s once brilliant gamboge coat had faded to a paler orange, stained bright brown in several places with her own blood. Her sap green eyes dully reflected Celestia’s magic. “Applejack… no…”

A large hole was torn in the farm pony’s throat, still leaking blood. Whimpering quietly, the alicorn closed the mare’s eyes and continued on at a slower pace. She moved into a long hallway and passed by more bodies that were mangled beyond recognition as her light filled the hall, pushing back the shadows. There, she discovered two more ponies she recognized that had met similarly horrible ends.

“Rainbow Dash… Pinkie Pie… I’m so sorry. I-I couldn’t save you…” The light cyan blue pegasus was slouched against the wall, her cerise eyes faded. Her once rainbow colored mane completely turned red, stained with her own blood. The injury she had sustained when she took on the monster had opened up again while her wings were ripped apart, broken bones protruding from her back. Pinkie Pie’s light cerulean eyes were closed, her once puffy dark pink mane hung matted to her side, and the party mare’s pink coat was covered in her own blood around the deep gashes along her sides. One of her legs was missing, pulled out of the socket by her killer and tossed aside.

Crying quietly, the mare closed Rainbow Dash’s eyes and stared at both the deceased mares. “I’m sorry… I’m so sorry my little ponies…” A scream interrupted her words, she looked around for the source, but with her horn emitting light, she couldn’t see past where her light did not reach the shadows. Scanning the walls around her, she saw an open door and ran to it. Her horn’s light reflected off the door handle as she looked around the small room for a brief moment. Dimming the golden light of her horn, she looked out through the crack in the door, hearing the footsteps of something drawing closer. The light outside of the room was almost nonexistent, but she could see well enough to notice a large outline walking past the door. As it passed her door, it slowly peered through the crack, its eyeless gaze moving over her figure, yet she couldn’t tell if it could see her or not. Its head was elongated, with a long tail that swung slowly around behind it. Images came back, vivid and detailed, as the monster in front of her slowly turned. The name formed itself in the soundless motions of her muzzle as she remembered her student explaining what this nightmare was and what it could do.

It walked over to where she once stood and hissed at the two mares that laid there before moving on as it scanned the hallways with its eyeless gaze. It soon passed out of her vision and continued on, its echoing footsteps soon fading away. Sighing with relief, the alicorn lit her horn once more. She turned around to face the room she was in and let out a breathless scream when she saw another one of her dead friends laying on a steel bed.

“Rarity…” The beautiful mare had a large hole in her chest, her azure blue eyes frozen with the incomprehensible fear that gripped her during her final moments. The mare’s indigo mane and tail had fallen from their curled forms and now laid tangled as her hair hung above the ground. Another memory resurfaced as the alicorn recalled that she had one of the creatures attached to her face infecting her with its spawn before they took on one of them. ‘It’s… that was the Xenomorph inside Rarity… which means…’ A second memory flashed in her mind as she remembered that this was the first stage of its life cycle, the facehugger. When they found the fashionista, she was cocooned to a wall in the lair of the Queen, an egg layer capable of generating more.

The alicorn recalled the battle at the Royal Sisters’ castle. She and the other three princesses were busy fighting the Xenomorph when it hurled a large piece of the concrete castle. She landed in a heap after it hit her, making her black out. The Queen must have gone on a rampage through Ponyville before making quick work of her own city, and the smaller one had probably been born after the attack had begun. She needed to find the remaining survivors quickly. She walked over to the deceased mare and closed her eyes, tears freely splashing around her hooves before she turned and left the small room behind her.

Increasing her pace, she trotted past the open doorways, moving through the castle as she continued her search. Faint noises echoed through the building and the mare’s fur stood on end as she kept a lookout for the Xenomorph that roamed her halls.

Making her way to the library, she noticed that the place was also demolished. Books laid scattered and torn apart, bookshelves were knocked over or broken into pieces. Silently flying up to the upper floor, she saw a body hanging off the side of a broken balcony and moved closer to it. Tears ran in rivulets around her cheeks as she spoke to the remains of another dear friend, “Fluttershy… not you, too…” She couldn’t look at the horribly disfigured pegasus any longer and sluggishly walked away. As she walked into the next room, she felt the floor give away beneath her before falling into the other side of the library.

Groaning, she got up and looked around. Dust flew up as the noise of the tumbling concrete soon ceased. Standing up, she examined herself before sighing with relief. A hissing sound emanated from behind her, causing her to stiffen. Slowly turning her head to see what had caused the noise, she saw nothing, then, a gleam of silver light glinted from the Xenomorph’s teeth, slime dripping down its bared fangs. It growled at her and slowly crawled in her direction.

Backing up slowly, she lit her horn up. It jumped at her, screaming as it closed in. She focused and fired a beam of her magic that sent it flying back. Screeching as it hit the wall, it burst through and clung to the wall outside as rubble soon covered up the gaping hole. Snarling in frustration, it ran along the wall, looking for a way back in. The alicorn ran as fast as she could. ‘I need to find the others and get them out of here. Canterlot has been lost… we need to find a safer place for the time being.’ With that goal in mind, she quickened her stride and broke into a full gallop.

Nearing the meeting room, she swiftly looked inside before barreling in. She came to a skidding halt when she heard the sounds of a pony moaning and hastily scanned the room, breathing heavily as she looked around.

“P-Princess Celestia…” A voice murmured behind the regal alicorn as she looked back. She teared up at the sight of her former student, hung against the wall in a black and sticky substance.

“Twilight… you're okay.” She looked to the lavender alicorn’s left and saw her niece. “Cadence…” Another figure moved farther to the left. “Luna… you're all okay!” The three mares were all held in the same black substance. She looked to the right of the ponies and gasped at the small drake, Spike, and alicorn filly, Nyx, restrained in the same manner as the three princesses. However, what held her stare were the two facehuggers attached to their faces, the spider-like creatures pulsating as they delivered the horrifying embryos into the children.

“Sister… you must leave us…” Luna spoke up wearily as she stared towards her sister.

“No! I’m going to free you all from this horrible place.” Celestia said, running towards the three princesses.

“Auntie… just go… it’s too late for us…” Cadence weakly pleaded, her eyes closed as she looked away.

“No! I won’t leave you all to rot in this place!” A scream sounded from her right, stopping Celestia in her tracks as she neared the group. The Xenomorph had found its way to her, standing up on its hind legs as it growled at the pest that had invaded its nest.

Celestia defiantly stood her ground as she declared, “You shall pay for what you have done, you monster!” She lit up her horn and backpedaled, trying to put as much distance between herself and the nightmare. It simply screeched and stood its ground.

Celestia had charged her magic and was ready to blast the unmoving creature, but a sickening squelch sounded behind her. Celestia gasped at the sudden pain in her back.

“Celestia, no!” Twilight screamed. Cadence opened her eyes to see what had taken place, and whimpered at the sight, tears running down her cheeks.

“Sister… why didn’t you save yourself?” Luna weakly demanded as tears of pain ran down her face as well. Celestia was lifted off the ground as a large black blade underneath her gleaned in the moon’s weak light, dripping with her blood. She was turned around and heard the sound of heavy breathing. She couldn’t scream at what she saw, for her energy had all but left her. Her eyes widened as she saw the terror that had arrived in Equestria. The Queen Xenomorph stared down at the alicorn with its eyeless gaze as it moved her closer.

Blood welled out from her mouth as she could only stare at the nightmare before her. It screamed in triumph as it opened its mouth. She was moved face to face with the frightening creature. Something shot out of its mouth and darkness was all she could see. The pain left her, and so did any feeling she once had. Except for one last thought, ‘Sister… Twilight… Cadence… everypony… I’m so sorry. I-I failed you all…’

Author's Notes:

Hey there everypony! Its good to see you all here. I hope you enjoyed the first story here, because it has been quite fun writing out this next one. You can thank this for being possible by my editor, DiabloGuapo. And, my newly acquired proofreader, TehSporkBandit.

Other than that, I do hope you enjoy this story. And of course, I hope you have a good morning, afternoon, evening, night or whatever and till then, I'll see you all soon. Oh and remember kids... sweet dreams...