“Wow Rarity, this corn bread very delicious,” Twilight kindly complimented Rarity. She sat between Pinkie Pie and Applejack, with her back turned to the forest.

“Thank you, darling,” Rarity slightly blushed at the comment, “It took time, but I made it into perfection,” She said, gloating proudly and happily at her work. Even though she’s an expert fusionist, she wouldn’t mind trying something new once in a while. She sat on the other side of the table between Rainbow Dash and Fluttershy.

“Oh yes, it’s very tasty. Way better than crumpets,” Fluttershy said, complementing her as well.

“Oh stop girls, you’re going to make me blush,” as if she wasn't already. Rarity smiled and giggled at her friends, feeling butterflies in her stomach.

“So Rarity, mind if you tell me why you’re so chunky? Are you looking for a hunky stallion to date? I may know a monkey who can help you. And he’s rather spunky about it, though he might be sort of clunky,” Pinkie Pie joked and giggled with some snorts. The other mares almost either choked, spit take or squirt tea out of their noses.

“Consarnit, Pinkie!” AJ said as she coughed, “Warn a mare next time you do that!”

“Yeah, I almost blew tea snot out of my nose,” RD wiped her nose with a napkin.

“Sorry,” Pinkie Pie rubbed the back of her head and laughed at their reactions

Rarity giggled as well, knowing Pinkie Pie didn't mean any harm in that little joke. The rhyming gave that away, but she couldn't help but reply to it, “Darling, as I told the others, I was going through a rough time trying to get over Spike’s leaving and I gave up trying to keep my figure in check,” she explained, “I don’t see the point in it, any more.” She looked down at the table and placed her front hooves on her belly.

“Sorry Rarity, it won’t happen again.” Pinkie Pie apologized if it upset her in any way.

Rarity smiled and waved her hoof assuringly, "Pinkie, it's quite alright. I know you were just joking." Joking was Pinkie's fortay, after all. She did appreciate her friend's concern, though.

“I do have one question for ya, sugarcube?” Applejack announced.

“Oh, and what’s that?” Rarity replied with an eyebrow raised.

“Why did Spike leaving cause you to gain weight?”

That question sparked curiosity to the other elements. They all beamed their eyes on her and wondered the same thing. Was it depression? That would've been a logical reason, yet Twilight is still through depression, even Rainbow Dash still thinks she needs to get over it, and she hasn't packed any pounds.

Rarity bit her lower lip and blushed sheepishly, thinking desperately to come up with something to tell her friends. She wanted to hide her secret until the time was right, but seeing inquisitive eyes built a little peer pressure in her chest. She could go for the same excuse and save herself some trouble. Yeah, that could work, but it quickly hit her that they might not fall for it a third time. She looked at Twilight for a moment and thought that if she told them, they'd flip out; Twilight especially. Could she really handle the news? Rarity calmly sighed and looked at her enthusiastic friends. Well, here goes nothing.

“Alright, I guess I won't hide it anymore.”

They lean a bit closer to her as Rarity spoke the truth.

“I was in love with Spike.”

“What?!” their reactions were what she expected: shocked, surprised and a little excited; though more shocked than anything. Pinkie Pie gasped loudly like she always does when she hears big news like this. Rainbow Dash, Fluttershy, and Applejack just looked at Rarity as if this was something out of character for her. They were floored. Twilight, however, took it the hardest. She was more surprised by the fact she did this to herself while keeping her feelings bottled up. Why would she do that?

Her white cheeks reddened brightly from their reactions. She feeling embarrassed for telling them the truth, yet she slowly nodded, "It's true. I'm in love with Spike."

The girls were all silent and soaked in what they just heard. From day one Spike fell in love with Rarity and they all thought the same thing she did: that it was just a little crush and it would eventually go away. But they were wrong; Twilight was wrong; Rarity was wrong. They never expected that little crush to turn into dedication. And throughout his life growing up and that strong dedication, Spike finally won Rarity over. And it slipped right through them. But now was today and Rarity did a number on herself. They grew concerned for her well-being if that was the case.

Then the questions started to fly.

“Why didn’t you say anything to us before, Rarity?” Twilight asked still shocked by this revelation.

“I was going too, but I was just too shy to tell you, girls.”

“Yeah, I can vouch for that,” Fluttershy said on the boat Rarity was on.

“Rarity, do you know how we would've acted if you told us way before? We'd be happier than a pig rolling in mud,” Rainbow Dash said, much to Applejack agreeing with that logic "You don't have to be shy, Rarity. That's only Fluttershy's thing." Fluttershy snorted at Rainbow Dash for that statement.

“I know, but--” she looked away a bit, “--There's something else I wanted to tell you girls, too.” Rarity said as she looked back at her friends. "And I wanted to tell Spike, too."

The girls looked at Rarity confusedly before Rarity spoke again, “I wanted to tell all of him and you that--” she raised a confused brow as looked up at the sky and ahead of her friends, noticing an odd cloud forming, “There is a black cloud forming in the sky?” They looked at Rarity confused by what she just said.

“Uh, what now?” Applejack said as Rarity point behind them. They turned around to see what Rarity was talking about and they couldn't figure out what they were looking at. An unknown black cloud was forming and growing in the sky.

“Rainbow Dash, is there a storm scheduled today?” Twilight asked curiously.

“No? There wasn’t a storm scheduled until next week. What’s going on?” Rainbow Dash tilted her head and raised a brow, confused and baffled by this. She and the girls watched on until small flickering lights can be seen from the cloud. Rainbow Dash would've guessed a cloud generator malfunctioned and produced this, but the Cloud Factory is near YakYakastan producing cold clouds to produce snow. So where was this cloud coming from?

The black cloud traveled over the mountains and blanket the sky, almost over their heads. It almost seemed rather eerie at how it was traveling. But like all storms, lightning quickly gushed out from the growing cloud and struck the ground multiple times with decent force and uprooted several trees much to Fluttershy's dismay, yet with this storm, the blast of thunder never followed when the lightning made contact.

“That’s odd? Usually, there would be thunder after lightning. This one doesn't?” Rainbow Dash said very confused and mind-blown by the cloud’s behavior. “It’s not goblins or gremlins doing this. What could it be?” she placed a hoof on her chin and analyzed the cloud’s coloration and movement patterns. It was sliding in the air with a rolling fashion to it. Nothing the rainbow pegasus has ever seen before. “Gah! I got nothing. It looks like a regular storm cloud, but it's not behaving like one,” She griped in defeat and looked at Twilight, “Any thoughts, egghead?”

“I don’t have the slightest clue, Rainbow Dash. Clouds don’t usual do these kinds of things, I think. Clouds are usually in your knowledge, Rainbow Dash,” Twilight scratched her head confusingly. “I’m surprised you don’t know anything about this,” she said, yet still thinking about any theories, but nothing came to mind.

Rarity leaned her head back a bit, “We should probably head inside. It could possibly rain on us,” She suggested.

“I agree. Let’s head inside before we get soaked,” Fluttershy said as the wind began to pick up.

The ponies canceled their tea party and rushed into Fluttershy’s cottage, shutting the door and locking it.

And just as the door closed, the clouds were slowly upon them, hovering over the forest and above the cottage, turning the bright blue skylight into pitch black darkness. A darkness that Nightmare Moon would appreciate.

All the animals dashed to their homes as fast as they could. They were scared just as much the ponies were, or more. They could sense something was about to approach, and it wasn’t friendly. Not by a long shot.

In the sheltering cottage, Fluttershy noticed Angel hiding and shaking under the couch, “What’s wrong, Angel? Why are you scared? It’s just a storm, it'll pass,” She said reassuringly as she crouched down in front of the couch and tried to calm her pet rabbit. She tried to convince the white rabbit to come out, but Angel kept shaking like a leaf. He was too scared to come out. Something wasn’t right. And Angel wasn't the only one. The rest of the smaller animals who took shelter in Fluttershy's cottage hid from plain sight, terrified by the cloud looming outside.

Applejack and Twilight were on high alert. They noticed a few birds in their homes, mice in their wall homes, and even a fox was too scared to leave the cottage, hiding behind a pile of wood next to the fireplace.

Rarity just sat down looking at the window to the backyard. She shivered at the sight looming outside of the cottage. All she saw was nothing but eerie darkness. She’s dealt with darkness before like caves, tunnels, and her own home when the power goes out. But this was something far different than what she’s dealt with. A chill ran up her spine from even peeking at it. Yet, she remained strong and calmly looked down, secretly rubbing her belly.

Rainbow Dash and Pinkie Pie just watched Fluttershy talk to her scared, little devil of a rabbit. Rainbow Dash shook her head behind Fluttershy’s back, wondering how that innocent Pegasus can put up with such a monster in a little, fluffy body. Pinkie Pie just watched them like a clueless foal. But then she walked towards the window next to the front door and watched clouds appear over the roof and roll towards Ponyville, lighting up the darkness with thunderless lightning.

“Angel, please tell me,” Fluttershy softly said to him, kindly demanding him tell her what's going on. It worked as Angel quickly came out from under the couch and whispered in Fluttershy’s ear. When he finished, he darted back to the safety of under the couch as Fluttershy widened her eyes in fear and rose up, shaken up from what Angel told her.

Rainbow Dash curled an eyebrow, “Well, what did the little furball say?” she asked curiously.

Fluttershy turned to her friend and frightfully said. “Angel sensed something outside, something dangerous,” She glanced at Rainbow Dash, “Rainbow dash?”

“Yeah?”

“I don’t think that's normal cloud."

“What was your first clue?” Rainbow Dash asked sarcastically and rhetorically.

A lightning bolt suddenly crashed the ground mere inches away from the cottage and explodes the ground next to it, startling the ponies into gathering up in a group hug and shaking like rattles and matching the cottages shakes from the lightning strike. They could hear more lightning outside the cottage and presumably hit their targets, all but the cottage yet still hit near it. It’s as if the bolts of lightning weren’t hitting at random spots, but more like they were being controlled into hitting certain spots.

“N-Never mind, there's plenty of clues outside,” Rainbow Dash shivered, now knowing that these clouds are completely different from the ones she knew, but who made them is a question that briefly dwelled in her mind.

She got her answer when a loud, creepy, cackle slowly emitted from outside the cottage.

Everyone heard the noises, but Twilight was the first to ask, “What was that?” She was terrified out of her fur.

The cackles grew louder and louder and sounded eerier by the minute, sounding more like an ominous pattern as if there was more than one of whatever was cackling out there.

“Is it a hydra?” Fluttershy asked, remembering that one event that happened with one Hydra some time ago. And she hoped she was wrong.

“I don’t think Hydras sound like that,” Twilight replied in a terrified tone which Fluttershy sighed in relief too, but not to what might be terrifying outside.

More lightning struck the area around the cottage, blasting the ground and causing the ponies to take shelter under Fluttershy’s table in her living room, thinking that a lightning bolt might burst the foundation. The winds grew stronger but not strong enough to lift the cottage, yet it was still terrifying to them. The rushing noises didn't either as they sounded like roaring Wendigos or a tornado outside, thankfully it wasn't that. But it didn't stop the cottage from rocking and nearly knocking decorations and furniture down.

Twilight glanced over at Rainbow Dash, who was planting her hooves and body on the ground next to AJ and Fluttershy, if she thought she was gonna die she had to say something if the unknown storm were to pull the cottage away and end them, she called to Rainbow Dash and said, “I’m sorry for what I said Rainbow Dash. I didn’t mean any of it.”

Rainbow Dash heard Twilight and looked at her, responding to her apology, “I know! You were just having a hard time. I never should’ve pushed you like that. I’m sorry, too” she smiled at Twilight, letting her know that what happened before was now water under the bridge. Twilight smiled back, happy to know that.

Even though they apologized to each other, that didn’t stop the cackling storm from venturing through the skies and rain lightning down on anything it could strike.

Outside, lightning struck one spot after another, striking a few trees and tearing it like paper. The trees fell and crashed to the ground, knocking over other trees like dominoes. Others split in half, yet remain standing. Again and again, they struck, hitting one target after another. Another lightning bolt struck right in front of the cottage and exploded the small creek under the bridge. The ponies jumped and almosted bumped their heads under the table. The cackles echoed while the lightning flashed and crashed into everything it touched.

What seemed like forever only lasted a few hours as the lightning slowly began to decease, leaving everything silent and calm, yet the sky was still pitch black and eerie.

Rainbow Dash, being the brave one of the group, crawled out from under the table and looked out the window to check if things were clear, though the darkness proved otherwise.

“I think we’re safe girls,” she called out as she turned to her friends to watch them crawl out from under the table a bit shaken.

“That was horrifying. I hope my animal friends are okay,” Fluttershy said worriedly.

“What was that all about?” Rarity sat back down and still shaken. “What kind of a storm was that, Rainbow Dash?” Rarity said, confused about the situation.

“I don’t know, Rarity,” Rainbow replied still baffled. “I’m still trying to figure out how a cloud can make thunderless lightning and aim lightning twice at the same spot.” Rainbow Dash placed her front hooves on her head at how aggrevating this is. “The weird noises weren’t helping, either. I’ve never seen or heard a cloud do anything like that!” she grunted in annoyance before theorizing a thought. “There might be one possible answer for all of this, and I think I might know what it is," she closed her eyes for a moment.

Her friends waited with anticipation before the tomboy pegasus gave them her conclusion.

Rainbow dash opened her eyes, glanced at her friends, and said, “It could be a mutation cloud.”

Twilight and Rarity gave Rainbow Dash dull looks and facehooved. Fluttershy gave a bewildered face to Rainbow Dash, not sure if she was joking or being serious. Applejack placed her hat over her face and silently grunted at how bad that joke was. Pinkie Pie made cricket sounds with her teeth. Rainbow Dash smiled sheepishly and rubbed the back of her head, blushing in embarrassment. “Ok, I’ll admit, it wasn’t that good.”

“No, it was bad” Applejack corrected her while putting her hat back on her head.

“Everypony’s a critic.”

The darkness slowly faded and Fluttershy walked over to the back door to open it. When she did, she peeked outside to see a heartbreaking and grotesque sight. She swung the door open and gasped in terror when she saw the forest was almost completely destroyed. But what she saw next caused a bloodcurdling scream to erupt out of her mouth.

Her friends heard her and quickly rushed outside to see a terrified Fluttershy sitting on her back porch looking at her chicken coop, birdhouse and nests, fences and beehives destroyed; reduced to ash and soot. Fluttershy’s lips quivered and felt tears form when she saw not only hard work gone but the residences who took refuge thanks to that hard work lie on the ground, dead.

“Sweet Celestia…” Rarity softly said before noticing feathers and blood around the chicken coop. She placed a hoof over her mouth from the gory sight.

Fluttershy crushed her eyelids and stretched her mouth back, letting out hiccups while tears fell from her cheeks.

Applejack noticed and sat next to Fluttershy with a caring hoof on her back. It only took a second for Fluttershy to sharply turn her head and hug the southern mare, heavily bawling in her fur. Applejack sighed softly and hugged her sorrow-filled friend close.

Rainbow Dash scanned the rest of the forest to find nothing but destruction, “No cloud can do this to a forest in seconds," she now doubted any theories about what clouds can do. Clouds can't cause destruction as bad as what they went through or what they're looking at. "I don't think this is a cloud, girls.”

Twilight gazed over to Rainbow Dash, “Then what exactly are we dealing with?” Twilight asked before the cackles in the black cloud start up again. The ponies look up to see the sky covering black cloud float above their heads and drift to a next target, slowly shifting into a smaller, sleeker cloud and slithering. Its next target: Ponyville.

“Oh no…” Twilight widened her eyes in shock. Fluttershy pulled herself together and let Applejack know she was fine, barely. The six friends watched the unknown cloud travel to Ponyville at a rapid pace. “Come on! We can’t watch it destroy Ponyville. We have to warn everypony!” the five agreed with Twilight before she darted to Ponyville with them following right behind her.

Next Chapter: It Arrives Estimated time remaining: 3 Hours, 19 Minutes