Spike placed the last stack of papers in its place on the desk in Twilight's study. "Thank you, Spike," Twilight said, not looking up from the tome in front of her, illuminated by the light of a lamp. She held a quill in a magical grip, which she occasionally used to mark an ever-growing list on a piece of parchment.

"Sure, Twilight," Spike said. He noticed that her cup of hot cocoa was getting low. "You want me to get some more cocoa?"

"Yes, please," Twilight answered. Spike took the cup and dish and left the room. He passed the chalkboard that Twilight had written the Slenderpony case information upon, sitting in the darkened center of the study. Glancing at it, he noted that the How and Why were still ominously blank. He had a feeling that they might still remain blank for a while longer. How could you make sense of lighting fire to a house with a young filly inside it? What rationale was there behind an act so cruel that it frightened an entire town?

He exited the study and found Flash standing guard outside, stiff at attention. He had returned to the castle about a half hour ago, reporting to Twilight that he had returned. She had not looked up from her text, acknowledging him only with a faint murmur when he said he was going to stand guard outside and make sure she was not disturbed. Spike looked him over as he walked past. Anypony who said that Spike didn't pay attention to other ponies would be wrong. Years of living and working alongside Twilight, caring for her, dealing with her regular emotional outbursts and fits of worry, had granted him a lot of experience in reading body language, learning to tell a pony's emotions at little more than a glance.

And his experience was telling him that Flash was irritated. The wrinkled brow, the slight downward curve to his thinning lips all told him that the stallion had something unpleasant on his mind.

"You all right?" Spike asked.

Flash looked down at Spike, trying to decide whether or not to trust him. After a moment, he took a breath and spoke in a tone that was slightly bitter. "I saw the Slenderpony...and Twilight didn't believe me. Neither did Phillip."

"And it feels like they don't take you seriously," Spike said, setting the cocoa cup down on a window ledge. "Like you're just there to be an extra set of hooves."

Flash blinked in surprise at finding his feelings being put into someone else's words. "Yeah."

Spike gave him a look. "Trust me, I know exactly how that feels." Flash blinked, but after a moment, he realized that Spike wasn't making fun of him or just trying to say what he wanted to hear; he honestly did mean what he said.

"It stings, doesn't it?" Spike continued. "Feeling like you're part of the background; when you work hard, do the best you can, do everything they need, but aren't appreciated for it."

Flash nodded. "But there's something you should know," Spike continued. "She doesn't mean it personally. It's just...I ever tell you about that time she tried to figure out Pinkie's Pinkie Sense?"

Flash frowned and shook his head. Spike gave him a recap of when Twilight had set her mind to stalking Pinkie in an attempt to figure out the source of her strange ability to tell the future, growing increasingly frustrated as her every attempt to find a rational explanation was defied. By the end of the story, Flash was chuckling and shaking his head in amazement.

"The point is," Spike said, grinning himself, "I guess sometimes Twilight has trouble taking the other point of view. To her, everything has to have a rational explanation, and she looks for that: she won't accept an explanation that she doesn't see as logical." He stepped closer to Flash. "But that doesn't mean she doesn't care about you. I've known Twilight long enough to be able to see that the only thing bigger than that brain of hers is her heart. She is the Princess of Friendship, after all."

"That doesn't make me perfect, though," said a voice. Twilight stepped through the door that she had been listening at, head tilted forward in embarrassment and remorse. She turned to Flash. "Flash, I'm sorry I behaved like that to you. I should've tried to see things from your perspective instead of only taking mine."

"And I'm sorry I yelled at you," Flash replied. "I'm a Royal Guard...and your bodyguard. I should've known better. I guess...sometimes I have trouble controlling my emotions."

"Apology accepted," Twilight said, holding out her hoof. Flash took it, but he suddenly found himself being pulled into a hug. His face did a very good impression of a cherry tomato and his wings flared open in surprise, but he returned the hug after a moment, a happy smile crossing his face for the first time in the last few days.

"Blech!" Spike said, rolling his eyes, his sweetness quota for the day having been met. "I'm going to get more cocoa." He grabbed the cup that he'd placed on the window ledge and headed downstairs to the kitchen. Both ponies chuckled quietly, Flash lowering his wings as he relaxed.

But then he remembered what he'd said to Phillip and sighed softly. "I shouldn't have yelled at Phillip, either." Noticing Twilight's querying expression, he explained his argument with Phil at the house. "I guess I...overreacted a little," he said shamefacedly.

"Yes, you did," Twilight said in a firm but patient voice that she had learned from raising Spike. "Flash, Phil cares very much about you. I saw how scared he was when you ran into the fire. He tried to run in after you."

Flash's head bent lower beneath the weight of his increased shame. His mentor had been afraid for him, and he'd thrown those feelings right back in his face because he couldn't control his own emotions.

"But what did he mean that you were hallucinating?" Twilight wondered, her curiosity piqued. Flash raised his head and followed Twilight back into her study, watching as she started to pace around the room.

"I know I'm not crazy," Flash said. "And I'm not scared of fire. It had to have been something else." He thought back, turning over every element of the case in his mind. The fire, Slenderpony's appearances, Zipline's abduction, the death of Windy Tail, the fog...

The fog. The anomaly. That was the start of all this. "That fog a few days ago," he said.

"It came out of the Everfree Forest," Twilight said, continuing to pace in a circle. "Sometimes bizarre weather patterns escape from there and come into town."

"Yeah, but Windy Tail worked at the weather factory," Flash said. "And he was fired for stealing materials used to make clouds. And remember how everypony seemed on edge the day after?"

Twilight stopped and looked at Flash. "You think there was something about the fog that caused this? Maybe...some kind of poison?"

"Possibly," Flash said. "Even if you didn't breathe in the fog, it would have left traces of dew. Some exposure would have been almost unavoidable."

"But why do this?" Twilight said, frowning in concern and worry. "Why scare the wits out of an entire town? Why endanger ponies?"

"Control? Power?" Flash suggested, possibilities and theories swirling inside his mind. He glanced at the chalkboard. Now it seemed they knew How. But the Why remained unknown. He had a feeling that when they uncovered the face behind this, they would learn the motive.

It was then that he noticed all the books and papers on Twilight's desk. "What have you been working on?"

"Phillip asked me to do some research on a certain area of the Everfree Forest," Twilight answered, levitating over the list that she had been compiling. "A rocky section near a ravine. As you know, hundreds of years ago, the Everfree Forest was a habituated area. He wanted me to find as much information as I could about buildings in the area. He told me that he'd found dirt on Windy Tail's hoof that came from a building in that area."

Flash looked over the list, pondering the items contained therein: a few houses, a mill, a gold mine, some factories...

"This one," he declared, pointing his hoof at a single name: Saddlesore Mental Asylum, abandoned over three hundred years ago amid scandal and maltreatment of patients, reputed to be haunted. "It's where I would hide if I was a spook."

"I agree," Twilight said. "Tomorrow morning we'll—"

"Twilight!" a voice cried out from the door, which had burst open. Looking up, Flash and Twilight saw Rain Breeze rush in, looking panicked.

"Zipline's gone!" she cried out hysterically. "We were arguing and I went up to bed, but he didn't come up after me, so I went down and I found out that he'd left and I've searched everywhere but I can't find him and I think he's been kidnapped and and and..."

Twilight gripped Rain Breeze's shoulders reassuringly, calming her frightened babbling. "Dr. Breeze, calm down. Take a deep breath." Rain Breeze took a long, slow breath. Somewhere inside her mind, she reflected the irony in that she made a career helping other ponies handle their own fears, but couldn't deal with her own.

"Now," Twilight said calmly. "Let's start again from the beginning."

"About an hour and a half ago, Zipline and I were...arguing," Rain Breeze said, the last word burning with shame. "I was upset, so I went upstairs. Zipline didn't come up, so after a while, I went down, and I found that he was gone. I woke up Scootaloo and took her to Sweet Apple Acres and started asking around town, but nopony had seen him!"

"Is there someplace that he regularly goes?" Twilight said.

Rain Breeze shook her head. "Not that I know of."

Flash frowned in thought. Zipline was a fellow Guard; he'd have taken an oath to protect the innocent. After the fire, he would be confused and angry, feeling helpless. He'd want to do something. He'd want answers. And he'd go to...

"Phillip," he said. "He went to see Phillip."

"Let's go!" Twilight cried. She, Flash and Rain Breeze ran out into the night, nearly knocking over Spike, who had been bringing a tray of hot cocoa up. He quickly decided that they didn't want it.

Hurrying down to B Boulevard, the trio arrived at 221. Knowing the door was unlocked, Flash burst through. "Phil!" he shouted. No answer came. Entering the living room, he saw something that made him freeze. Phillip's charcoal gray trilby sat atop the piano.

"That was his father's," Twilight said. "He'd never just leave it."

"Our spook must have taken him and Zipline," Flash said grimly, checking the back door. He noticed that there were scratches on the door lock similar to those found in Berry Punch's house. Looking out the back, his suspicions were confirmed. Hoofprints in the snow, showing that somepony had walked in and out of the house twice. Bending closer, he noticed that the hoofprints coming out were deeper than the ones coming in, showing that the pony had been carrying something heavy on the way out both times. Following the tracks away from the cottage, he found a pair of parallel lines in the snow that started and stopped seemingly out of nowhere, with the hoofprints between them.

A sky wagon, pulled by a pegasus, he thought. And he took Phil and Zipline with him.

Zipline slowly regained consciousness and immediately realized he was not in Ponyville. He was lying on a cold stone floor in some kind of dark cell of old crumbling brick. A small barred window, set high in the wall behind him, allowed the illumination of the few stars that managed to peek through a thick, dark purple cloud cover to shine through. In front of him was a set of thick rusty iron bars that formed the cell door. Beyond the door, across a hallway that was barely wide enough for a single pony to walk across, was another cell. Inside, Phillip slowly got to his hooves, shaking his head to clear it.

"Are you okay?" he called out.

Phillip looked up, his gray eyes focusing on Zipline. The pegasus noticed that the other stallion was no longer wearing his green vest. "Yeah. You?"

"I'm fine, I guess," Zipline said, shaking off a feeling of wooziness, only to have terror of the unknown rush into his mind. "Where are we? Did Slenderpony bring us here?"

"No," Phillip said, looking down the hallway. "He did."

Zipline looked and saw another pony, obscured by shadows, walking down the hallway towards them with a slow shuffling walk. As he stepped forward into the dim light, Zipline could not hold back a gasp of surprise. The pony had pale yellow fur that clung close to his sickly, bony frame. His short wispy mane, which was the color of dead grass, clung to his skull, exposing his high forehead. His ears and nose were unusually small and misshapen and his thin mouth was pulled back into a grimace, exposing his crooked teeth. The eyes were so sunken into the skull that he couldn't see them in the dim light. The cutie mark on his flank was the black silhouette of a raven.

If he hadn't been walking around, Zipline would have sworn that this pony was a corpse: he looked like he'd been pulled out of a shallow grave in the middle of a field.

Ignoring Zipline for the moment, the zombie turned towards Phillip. "Surprised to see me again, Mr. Finder?" the pony said in a low, rough voice.

"Not really, doctor," Phillip said calmly. "I always knew I'd see your ugly mug again. Hard to believe it's gotten worse."

The stallion grunted and touched his face. "I admit, I haven't been taking good care of myself for a while, but living in the Everfree Forest for weeks on end will do that to you."

"Am I...missing something here?" Zipline said slowly.

"Zipline," Phillip said, not taking his eyes from the other stallion. "This is an old friend of mine. Doctor Nevermore, former professor of psychology, possibly Equestria's foremost expert on fears and phobias."

Doctor Nevermore turned and faced Zipline, exposing his eyes. Zipline stared in shock. His eyes were blood red and seemed to glow in the dark like coals within his skull.

"He's your Slenderpony," Phillip continued. "He hired Windy Tail to steal cloud-making materials from the Weather Factory for him and killed him, kidnapped you, and set fire to Berry Punch's home."

"Your vaunted detective skills have not diminished in the five years since I've seen you, Mr. Finder," Doctor Nevermore said coldly, turning back to him.

"You had this well-thought out, Doctor," Phillip said, maintaining his calm disposition. "Creating a fog cloud laced with a toxin that caused paranoia and hallucinations...training your pet raven to fly in through the chimney and unlock the door, and then lock it behind you to give the impression of being able to appear and disappear at will."

With a whooshing of feathers and a caw, the raven flew out of the darkness to land on Doctor Nevermore's shoulder. It seemed to glare at Zipline.

"Faithful Lenore," Doctor Nevermore cooed, reaching up to stroke the bird with a bony hoof. "She's easily the smartest bird I've ever known. And you're right about the toxin. A mild dosage, but very effective."

"And I imagine Windy Tail got a stronger dose?" Phillip asked. "Strong enough to kill by literally scaring the victim to death?"

"Indeed. His last moments were most interesting. I really should have been recording them."

Zipline felt a chill run up and down his spine. This other pony had just spoken about killing another pony and poisoning an entire town of stallions, mares and foals without any sign of emotion. "For God's sake, why?" he breathed.

"An experiment," Doctor Nevermore said, without looking at him. "And it is a success. I have successfully brought an entire town to its knees with terror. I would have preferred to do it in an official capacity," he added in a dangerous, angry tone, "but thanks to Mr. Finder, that is no longer possible."

"You were performing dangerous and unethical experiments on the students!" Phillip shouted back, breaking his stoic demeanor for the first time. "You sent eight ponies to a mental hospital!"

With unexpected speed, Doctor Nevermore lunged forwards, shoving his face right into Phillip's, who instinctively took a step back. "They were mere statistics, nothing more," Nevermore snarled in a low growl that bordered on demonic. "They are of no concern to me beyond that.

"And neither are you."

"Shouldn't we maybe get the Guard to help?" Fluttershy asked as she followed Twilight, Flash and the Elements of Harmony into the Everfree Forest. "Or at least wait until sunrise, so it's not so dark?"

"No time!" Twilight said tersely. "Zipline and Phillip could both be in danger. They need our help!"

"Wait!" a voice called from behind them, causing the group to stop and turn. Rain Breeze was running up behind them, a blue saddlebag strapped to her side. "I'm coming with you! It just took me a while to get ready. I've got a first aid kit, matches, flashlights, blankets, water..."

"Rain Breeze, hold it," Rainbow Dash stopped her, flying down in front of her. "What about Scootaloo?"

"Scootaloo is at Sweet Apple Acres. She'll be safe there," Rain Breeze said evenly, but with a concrete firmness. "But she needs her father, just as I need my husband. And I can't stand staying at home, not knowing what's happening." She looked right into Rainbow's eyes, sunshine yellow eyes hard with determination. "I'm coming with you."

Rainbow knew that she shouldn't allow this, knew that she couldn't run the risk of leaving Scootaloo parentless. But when she looked back at the mother of her protege, she saw no fear in her eyes: only an overpowering desire to protect her loved ones. Rain Breeze was beyond argument or convincing: she'd go to the gates of Tartarus and back if she had to.

"We don't have time to argue," Rain Breeze said, already moving past her. "Let's go!" Momentarily taken aback, Rainbow was slow to catch up the group, all of them following Twilight as they headed further into the Everfree Forest, right into the waiting monster's lair.

Scootaloo stared out the window of Apple Bloom's room, up at the distant sky. A sliver of the moon looked down upon her pitilessly from behind a cloud, offering no comfort in her darkness. She knew that attempting to sleep was a lost cause; as long as her father and her mother were gone, she could not, would not allow herself to rest.

"It'll be all right, Scootaloo," Apple Bloom said in a comforting tone, sitting down next to her.

"I can't lose them both, Apple Bloom," Scootaloo whimpered softly.

Apple Bloom wrapped her forelegs around her friend and allowed her to cry on her shoulder. She reflected sorely that this was all she could do now: all they could do now was wait and hope.

Author's Notes:

Here we go, new chapter! We finally get a face behind the Slenderpony...but is it too late for Zipline and Phillip Finder?

Yes, Dr. Nevermore is basically a pony version of Scarecrow. Sue me! Scarecrow's my favorite Batman villain, and I've wanted to make this character for a long time now. I'm sorry if I've disappointed a few people, but I hope you all enjoy enough of the story to keep reading!