"Where am i?" asked Stacy. Looking around the room, it seems to be a stone covered room, but the only objects are a table with a tape recorder and a doorway leading out of the room. Stacy decides to investigate the tape recorder first.

"What the heck's a tape recorder doing here?" asked Stacy. Walking over to it; he plays it.

"Welcome! you're now listening to the sound of my disembodied voice. it will serve no purpose to look for me, as this is a voice from the past. I bid you welcome to my cabinet of perturbation. It is my study of the equestrian psyche, specifically yours." Stacy tries to remember who the voice belongs to.

"A set of recordings have been prepared to chaperone you to the chambers ahead. There are a few parts to this study, and it is up to you, not only to pass, but to figure out which elements are important." Stacy is sure of it, this voice is indeed Twilight Sparkle.

There is a slight pause before the instructions continue playing.

"Please go on, move into the next chamber. Just remember, they can all be saved. There is always a way." Stacy can't help but wonder how he ended up in this place, but has a feeling his memories have been messed with, he can only remember his own name and where he is from, but not his past. Then another voice plays over the tape recorder.

"No! Stay! Don't leave again!" said Fluttershy.

"Hush now, its alright." said Fluttershy in a comforting voice. Stacy hoped it isn't who he thinks it is, but the words that come next confirm it.

"Come back...please come back!" Stacy now knows who the voice belongs to.

"F-Fluttershy..." said Stacy. Stacy is shaken by the realization, Fluttershy; she's here?

"Is that you i hear?" asked Fluttershy.

"Why did this happen?" asked Fluttershy. Her voice sounds like she is suffering.

"Come back!" begged Fluttershy. But the next voice has a far more violent tone to it.

"Get over here!, i'll rip your head off!" Her voice and words became more angry as the tape plays on.

"You thought you'd get away, didn't you?!" But now Stacy has figured it out, the one who is saying this is...

"That's Rainbow Dash!," Stacy thought to himself.

"Heh..you won't get away this time!" exclaimed Rainbow Dash. This isn't the Rainbow Dash that Stacy knew, not anymore.

"I have you now!" said Rainbow Dash.

"I found you once and i'll find you again!" said Rainbow Dash.

"Just don't forget, we'll find you!" said Rainbow Dash. Stacy couldn't believe his ears, Rainbow Dash, why is she acting like this?

"I will kill you!" shouted rainbow Dash. Stacy wants it to stop, but it won't be that easy.

"Yes, keep making those sounds." said Rainbow Dash. The next voice chills Stacy to the core of his being.

"Hee hee hee! Come here!" Stacy gasps and steps back out of fear. This voice is cheerful and energetic, but at the same time felt wrong.

"I want you!!" During that message it sounds as if someone is eating something. Stacy has no idea what it could be, but didn't want to find out.

"Hee hee heee! I seee youuu!" The way that sounded made Stacy shiver, it is terrifying.

"No... Not even Pinkie Pie was able to survive..." said Stacy.

"Hide and seek, hide and seek!" exclaimed Pinkie Pie. This is starting to disturb Stacy greatly.

"Come out! You'll like what i have planned!" said Pinkie Pie with excitement in her voice.

"Twilight! I want to taste you!" Stacy thought he is going to be sick, this Pinkie Pie was no normal pony, she is psychotic.

"I grow tired...of my own flesh!" said Pinkie Pie. She seemed to be out of her mind at this point, but Stacy kept listening.

"I can't believe...this is what it feels like." said Pinkie Pie. That is the the final words that make Stacy shut off the tape recorder.

"I know what i have to do now..." said Stacy.

Stacy makes his way down into the inner sanctum, a serious expression upon his face.

"God, be with me." said Stacy as he makes his way to the door in front of him. Holding the knob of the door in his hand, Stacy prepares himself.

"Please don't let there be anything behind this door that will kill me," Stacy thought to himself. Opening the door, he comes into what looks to be a library, it is covered in dust; it looks to have not been used in centuries.

"Hello? anybody?" Stacy called out, but got no answer.

"Hello?" Stacy calls out again. Walking over to a desk, Stacy notices a gold necklace lying on it.

"Huh...wonder what this is." asked Stacy. Looking at it closely, it has a butterfly shaped crystal.

"Wait a minute, i recognize this, this belongs to Fluttershy, the element of kindness!" said Stacy. Stacy puts the element into his bag.

"Good, if this is here, she can't be too far off. I just need to find her, Rarity, Pinkie Pie and Rainbow Dash and get the heck out of this--" A scream interrupts him, making him turn around.

"I know that scream anywhere, that was Rarity!!" said Stacy. Stacy runs toward where the scream has come from, but entering the room, Stacy is horrified by what he sees next.

"Oh my god...Rarity? Fluttershy?" asked Stacy. Stacy's face is that of pure horror and shock.

"Hush now, Quiet now, its time to lay your sleepy head. Hush Now, Quiet now, its time to go to bed." sang Fluttershy. Fluttershy strokes Rarity's head as she sings a lullaby, Rarity's head looks like it has been ripped off completely.

"F-Fluttershy?" asked Stacy. Fluttershy's head turns to see Stacy. Fluttershy looks different, her forehooves and back legs have chains wrapped around them, along with metal rings with rods. Fluttershy's cutie mark is scratched and bleeding, around her neck is a large metal ring with rods attached to a smaller one. Fluttershy's eyes are jet black and bleeding.

"Is that you, my love?" asked Fluttershy. Another figure appears and before Stacy could react, it screeches and attacks him.

"AAAHHHH!!" Stacy screams and blacks out, collapsing to the floor.

"I cannot imagine what this young man's doing in Equinox. The two spoke out about humans? But this should prove interesting. I wonder if he will enjoy my new subjects like i do." Queen Black Hole grinned as she laughs.

Hours earlier...

Fluttershy has woken up, a little disorientated; but she recovers quickly.

"Oh...my." said Fluttershy as she looks around. Tossing a rock aside, she tries to see, but couldn't.

"So dark." said Fluttershy. She grabs the lantern's handle in her mouth and lit it, illuminating the room. Tossing a few more rocks aside, Fluttershy notices she is in a cell, but the door is open. Fluttershy squeaks as a groan echoes through the halls. Moving past the barrels, she squeaks weakly as a few bugs pass her by. Fluttershy runs to the next corner, taking cover behind it. Sure that there wasn't anything in sight, Fluttershy goes into a full gallop, her hoofsteps echoes through the stone covered halls.

"Just put one hoof in front of the other." said Fluttershy as she tries to encourage herself.

"Girls!" Fluttershy whispers loudly. Hearing nothing, she continues on her way. Turning left at the stairs, Fluttershy looks around, it is going good so far. As Fluttershy approaches an open room, she steps on a bone, a quick scream escaped her as it cracks under her hoof.

"Get a hold of yourself Fluttershy." Fluttershy whispers to herself. Looking into the room, there is nothing but a broken chair.

"What's that?!" said Fluttershy. Fluttershy hears what she thinks sounds like an old man coughing that comes from behind her.

"Okay, i can do this, i can do this-- AAAAHHHH!" Fluttershy screams and runs as the door nearby splinters. Coming back near the stairs, she hears a loud groan.

"What's that?!" said Fluttershy. The monster has seen Fluttershy and begins chasing her, she looks back as she is about to turn the corner, then she sees it.

"AAAAHHHH!!" Fluttershy screams as it chases her past the barrels and up to an open gate, shutting it to buy some time to get away, it didn't hold it very long, as it continues its pursuit of Fluttershy.

"AAAHHH!!" Flutteshy screams again. Fluttershy returns to the open gate, shuts it and runs for her life. Going up the stairs, she turns right and hides in a niche in the wall. Turning down the flame in the lantern, Fluttershy hides herself from the monster. Fluttershy watches as it passes by, getting down, she heads for the stairs again, but changes her mind and heads through the hall the monster has gone through. Fluttershy goes down the stairs, coming to a locked gate; Fluttershy discovers it is secured by a robust padlock.

As Fluttershy turns around, she hears screaming echoing through the halls.

"What was that?!" said Fluttershy. Fluttershy goes back up the stairs and finds another stairway leading down, but blacks out and collapses to the ground.

Fluttershy lies on the ground before the equinox ponies, Dimmed Star is happy to receive another experimental subject for the smoke.

"Yes, the perfect test subject for testing how the queens smoke will effect the ponies of Equestria." said Dimmed Star with delight in her voice.

"Inhale every little breath of smoke and let it course through your lungs." said Dimmed Star.

"RRRGGHHHH! I can't believe you told me not to eat her!! Just so she can be a freaking experiment. I can experiment too ya know, I--" Rotten Bunch Interrupted Dull Sloth.

"As delicious as it sounds, seeing what spices and herbs makes raw pony flesh and meat taste the best, Isn't what i consider experi--" Dull Sloth starts arguing with Rotten Bunch.

"RRRGGGHH! i can just as easily find out what undead pony flesh meat tastes like." Dull Sloth argued.

"Ladies! please... the queen has instructed the six of us, with the task of seeing that the ponies of Equestria, are well treated with the induction of the divine smoke of the Equinox into their world. So at least have...some sort of dignity while doing so." Stone interjected.

"I simply can't wait to see how Pinkie Pie and Rainbow Dash react to it," Zalgy Cake laughed. "I have so many ideas for how many pranks and jokes we can pull off with the lot of them."

"It won't hurt her or not, will it?" asked Spiderlock.

"Worry not, dear, Spiderlock, though i dread what will happen to that beautiful mane of hers."answered Stone.

"Still, um...i hope...um they'll be alright. I want to be friends with each and every one of them so much. They'll be alright, won't they Dimmed Star?" asked Spiderlock.

"Ladies, focus. Queen Black Hole wishes for us to make her occupation of this land without fail or error," Dimmed Star interjected. Fluttershy's transformation was complete.

"Yes!! Its done!!" shouted Dimmed Star excitedly.

Fluttershy's heart is racing, her breathing rapid.

"AHHHH! YOU ARE GOING TO LOVE ME!!!" shouted an enraged Fluttershy as she took out the monster guarding the hall.

"Well done scaring that poor excuse for a human, Spiderlock. The queen will definitely reward your efforts." said Dimmed Star, praising Spiderlock.

"Awww...i just hope i didn't hurt him!" said Spiderlock. She is worried about Stacy.

"A poor excuse you say? my dear Dimmed Star, speak for yourself, his physique is that of a perfect specimen, fit for my lovely garden and statue collection." said Stone as she looks down at Stacy.

"Oh no, you're not gonna get this one this time Stone, i am!! you said that about the last bunch of ponies i had to spare, just so you could add them to that cluster of a rock, you call a collection." said Dull Sloth.

"You dare mock my art?!!" said Stone, hissing at Dull Sloth's insult.

"Now wait just a darn minute, Sloth! Why should YOU be the one to get him?" Rotten Bunch interjected.

"Well, why do YOU want him? your dead! you shouldn't even need to eat." Dull Sloth argued.

"Hey!! i may be undead, but i can't help but be accustomed to the few things i'm eating." Rotten Bunch retorted.

"That's enough you three, none of us shall have him. The queen has instructed us, to allow him to venture further inside the castle, as a test of this human's will." said Dimmed Star, breaking up the in-fighting amongst them.

"Now Zalgy, you know what to do." said Dimmed Star.

"Oh, i do alright. He'll have to do some real seeking, because i'll hide them very well." Zalgy laughed as she collects the element that Stacy has in his bag.

"Uggh! my head!," Stacy thought to himself.

"What happened to me?" Stacy tries to focus, but his vision is still blurry.

"A-Are you...S-Stacy? The one Fluttershy spoke of?" asked Spiderlock.

"Yes, yes that right, that's my name, but...who are you?" asked Stacy.

"Oh um....I-I um...I-I'm S-S-S-Spiderlock. Welcome to the land of Equinox, Stacy." Spiderlock answered, greeting him.

"Equinox? But i thought i was in Equestria." said Stacy. Still a bit confused as to why he wasn't in equestria.

"Well, actually, you were in Equestria, now your in our world. Um...do you...like it?" asked Spiderlock.

"Our world? what are you talking abou--" Stacy stopped mid sentence and looked at Spiderlock. She looked like Fluttershyshy, but something was off. She had spider legs, a green insect eye for her left eye and a black one with a red slit down the middle of it for her right eye, and antennae next to her right ear. Stacy's eyes went wide and his pupils shrink to the size of pinpricks.

"You...you're the one who killed Rarity!!" shouted Stacy. He looks down towards his shotgun.

"Monster!!!" shouted Stacy as he points the shotgun directly at Spiderlock. Spiderlock cowers in fear before him.

"Wha... what are you doing? Fight!!" Stacy demanded. But Spiderlock is too afraid.

"P-Please...don't hurt me...i didn't mean to eat her." said Spiderlock. she pleads for Stacy not to shoot.

"Huh?!" asked Stacy. Stacy is surprised to hear this from the pony that mercilessly killed Rarity.

"The P-Parasprite made me do it! i just got so hungry, i couldn't control it..." Spiderlock explained.

"Parasprite?" said Stacy.

"Does she mean that thing's not a part of her, but a parasprite? Wait...i heard of this before, a symbiosis relationship with a parasprite. Does that mean she's only in half control of her own body?," Stacy thought to himself. Stacy lowers his shotgun.

"This doesn't alter the fact that you killed Rarity, but i can see your telling me the truth." said Stacy, holstering his shotgun.

"W-Was-Was that pony, important to you?" asked Spiderlock.

"They're all important to me!!" shouted Stacy, throwing up his hands.

"What happened to Fluttershy?" asked Stacy.

"She-S-She's been transformed by the smoke created by our ruler, Queen Black Hole." said Spiderlock.

"She lies..." Stacy just hears a voice, but doesn't know what it is.

"Did you hear that?" asked Stacy.

"H-Hear what?" Spiderlock doesn't hear anything.

"N-Never mind, what happened to Fluttershy after i passed out?" asked Stacy.

"Is that you, my love? You came for me!" That voice...its Fluttershy. Her hoofsteps echoing in the hall way. Stacy runs from her in fear, trying to get away.

"Where did you go? Come back!" said Fluttershy as Stacy turns the other way and runs for it. But at every turn, Fluttershy appears in front of him. The stairs are his only way out now, but as he reaches the final step, Stacy feels something grab his legs.

"Gaahhhh!" Stacy screams as he falls to the floor.

"Don't leave again..." said Fluttershy. Stacy opens his eyes to see Fluttershy holding on to his legs. His face went pale at the sight of her, as he tries to get free, Stacy notices two items before him, The element of kindness and his shotgun; Stacy's choice would determine Fluttershy's fate. Reaching for them, he can't quite reach it.

"Can you feel how she hurts... how much pain she's in?" The very same voice Stacy heard before, it was in his head again.

"No..." said Stacy as he struggles fight his darker side.

"You feel it." its driving deeper into Stacy's thoughts.

"Why allow her to suffer?" Stacy is about to lose himself, but keeps trying to reach the necklace and shotgun..

"Stop it!! i won't kill her!!" Stacy is now regaining control, but its not for long.

"You can't deny seeing her free of pain..." said the dark thoughts of Stacy, If this kept up any longer, Stacy would lose control, he has to keep fighting it.

"Do it!!!" Stacy's eyes are turning red and bleeding.

"NO!!!" Stacy is still trying to resist, breaking free of its influence, he grabs the element; Stacy hugs Fluttershy closely.

"Fluttershy, its--" Fluttershy stops him and replies.

"Hush now, its alright..." said Fluttershy. Stacy wipes his tears away, holding her element.

"It will be...it will be Fluttershy." said Stacy as he starts crying, tears falling onto the element, which starts glowing in a golden light. The light surrounds them both as she is healed completely and turned back to normal.

"Thank god." said Stacy with relief. Her suffering is over, Fluttershy is her normal self again.

"Uh...Stacy?" a voice comes from behind him. It is Spiderlock, and in her mouth is Rarity's Element of Generosity. Spiderlock has betrayed Queen Black Hole to give it to Stacy. Heading back to where Rarity's body is, Stacy holds the element in one hand as he cuts his other hand to offer his own blood to revive Rarity. Glowing, the element surrounds her body with a golden light, making her body whole again. Both Fluttershy and Rarity are lying unconscious on the stone floor.

Feeling dizzy, Stacy sits down against the wall, his hand over his face; trying to figure out why this all happened.

"A-Are you okay, Stacy?" asked Spiderlock as she stands beside him, concern in her voice.

"I...I don't even know, i just need some time to think." Stacy answered, trying to keep back the tears.

"I'm glad i could help Rarity and Fluttershy, but why did this happen? Why am i here and why can't i remember?," Stacy thought to himself as prior events flashed through his mind.

"Typical Human, such a simple minded species would think itself the center of the universe." Queen Black Hole laughed in amusement.