"You're a brilliant mind, doctor," Phillip said icily, glaring at Doctor Nevermore through the bars of his cell. "They still publish your papers, you know. You practically wrote the book on the physiological effects of fear. And yet beneath all that, you're still just the schoolyard bully: getting your kicks out of scaring ponies bigger than you."

"This isn't about my own pleasure, Mr. Finder," Dr. Nevermore said, his low growl of a voice even and detached. "This is about what it's always been: power. Power through the greatest emotion of all, the basest and strongest of the instincts: fear." He used one of his wings, which was matted and dirty, to pull out a vial of pale green liquid, which he showed to his two prisoners. "And soon, you shall see for yourselves just how powerful fear is, it's dominion over the body—and over life."

Zipline had a sudden flashback to the body in the shed, clouded-over eyes set in a face frozen in a expression of abject terror. "If you think we're going to let you inject us with anything—" Zipline started to say.

"Oh, I know you won't," Doctor Nevermore said. "Which is why I injected you ten minutes ago, while you were unconscious. You should be feeling the effect any moment now."

Suddenly, Zipline felt a blast of cold wind hit him out of nowhere. It felt like he was being stabbed with a thousand icicles: he braced himself against the wind, struggling to open his eyes, which had instinctively shut.

"I'll leave you to it," he heard Nevermore say, his voice sounding like it was coming from the other end of a narrow tunnel. "I have business to take care of."

The wind grew stronger, forcing Zipline to crouch down on the ground in an attempt to shield himself from the stinging cold, then abruptly stopped. Still shivering, Zipline opened his eyes. To his astonishment, he found that he was no longer in a cell: instead of brick walls, around him was a thick, dark cloud cover. Lightning flashed and thunder rumbled around him, causing him to instinctively flinch from the loud noise. A heavy rain fell, soaking his fur and chilling him to the bone.

He stood up, but when he stepped out with a hoof, he felt himself falling. Retracting his hoof with a gasp, he looked down to find that he was standing on a tall stone column, with barely enough room for him to stand upon. He watched as a small pebble, knocked loose by his hoof, fell over the edge and tumbled down, down into the inky black darkness that gaped beneath him like the open mouth of a waiting beast. Instantly, Zipline felt himself panic. The column seemed to spin and tilt beneath him like a ship in a storm: he gripped the stone beneath him as hard as he could to keep himself from falling as he gazed, wide-eyed into the abyss, gasping and dry heaving in terror-induced nausea.

How'd I get so high up here?! he thought in terror. How am I going to get down?!

"Dad!" a voice called through the clouds. He looked up in surprise, recognizing the voice: his daughter, calling out, terrified. "Dad!"

"Zipline!" another voice called: his wife was calling out as well. Calling for his help. He wanted to call out to them, but it felt like the air itself had wrapped around his throat and was squeezing it, cutting off his voice and making him struggle to breathe. His instinct was to fly towards the sound, get to his wife and child, protect them. But his wings remained firmly at his sides and his hooves held the stone beneath him in an iron grip. He stared wide-eyed into the darkness beneath him. Just the thought of letting go of the solid ground beneath him almost made him vomit.

I'll fall, he thought. My wings will freeze up and I'll fall, and nopony will help them! I can't risk it! I...I can't!

"Daddy!" Scootaloo's voice called out again, desperate and distant through the storm clouds.

He couldn't go. He couldn't help her. He couldn't move!

You're weak, a voice spoke, seeming to come from the rumbling thunder and from inside his head. You're weak and useless. You've never amounted to anything. You joined the Guard just to try to prove to yourself you weren't a wimp. Well, guess what? You're just a wimp in uniform, that's all you are! Your wife married you out of pity; your daughter can't fly because of you. You're just weak and useless, and that's why you can't help them.

Thunder rumbled around him and he crouched down on the column, weak and useless and whimpering in fright. Help, help, he thought desperately, unable to speak. Somepony, please, help us...

Meanwhile, Phllip, when he first felt the effects of the drug beginning to take hold in the form of an icy, blinding wind, closed his eyes tight and braced himself. Can't let the drugs take over...

"Phillip?"

He opened his eyes at the familiar voice, jaw dropping in surprise. He was in a dark room, blackness surrounding him. In the dim light, he saw a figure before him. A tall, skinny stallion with light brown fur and a long red mane, beard and tail. His cutie mark was a trumpet with a treble and a bass clef on either side of it. The stallion's sea green eyes were wide with worry, seeming almost to glow in the dark.

"Dad?" he said, stepping forward, ignoring the whisper in the back of his mind that was telling him that this wasn't real, that his father had died years ago. And yet, he was standing in front of him: he could see him, hear his heavy breathing, smell that familiar scent of brass polish.

He stepped forward when suddenly, flames erupted out of the ground between the two of them with a loud whoosh. Momentarily blinded with both panic and the sudden light, Phillip stumbled back with a cry of surprise, raising his foreleg in front of his face. The fire spread around him, trapping in him a circle of flames, giving him barely any room to move. Not that he was able to: his terror had left his limbs frozen to the ground.

Turning back to his father, Phillip saw that he was still standing, looking at him in fright. Something moved behind him: a shadow swirled and formed into a pony-like shape. It stared evilly at Phillip, slowly raising his hoof. A knife blade glimmered in the shadow's hoof, reflecting the light of the fire.

"Phillip?" his father asked again, seemingly unaware of the danger behind him.

"No!" Phillip shouted, his heart leaping into his throat, momentarily breaking his paralysis as he instinctively moved forward. But as he took a step, the flames roared at him, seeming to reach out for him in their desire to burn his flesh to ashes. He fell back, shaking down to the tip of his tail, breathing in short, quick gasps.

The shadowy figure moved behind his father and, as Phillip watched helplessly, drew the knife across his throat in a quick, violent action. The sea green eyes widened in shock as blood spurted from the open wound. It spattered across Phillip's face, chest and hooves, the sticky red liquid clinging to his fur. He could smell the distinctive coppery odor of the blood, mixing with the heat and smoke of the fire. Clutching his throat, his father dropped to his knees, then fell onto his side, twitching a couple of times as life left him. The whole time, his eyes never left his son; even in death, they continued to plead with him.

"No!" Phillip cried out again in desperation, but was unable to move.

"Phil?" another voice came to his left. Turning, Phillip saw, to his disbelieving eyes, that Flash was standing there, illuminated by the flickering, wavering flames. His blue eyes were wide with concern, with fear. The shadowy pony, seemingly invisible to the younger stallion, slunk behind Flash, blood-soaked blade at the ready.

"Behind you!" Phillip shouted, but it was too late: the knife blade flashed and blood flew from Flash's throat, spraying across Phillip's fur. Choking, he dropped to his knees. "Help...me..." he gurgled, looking desperately up at Phil. Phillip tried to move forward to help again, but his hooves were stuck to the ground, the flames and stinging, choking smoke forcing him back, away from the pony who was slowly collapsing to the floor in a pool of his own blood, choking on his last breaths.

Hearing more voices around him, Phillip slowly turned on the spot. More faces surrounded him: Twilight, Spike, Rainbow, Fluttershy, Applejack, Rarity, Pinkie, Time Turner, Ditzy, Lyra, Bon Bon, Zipline, Rain Breeze, Apple Bloom, Sweetie Belle, Scootaloo, Dinky Do, Tootsie Flute. All of them were there, the flames between him and them, leaving him unable to reach them. The shadow moved behind Twilight, holding the blade up and grinning wickedly at him, as if gloating over his weakness.

"Please!" Phillip cried out, but his only reply was mocking laughter from the shadowy figure that echoed in the narrow room. He could only watch as Twilight's throat was cut and she dropped, dying. The shadow moved on, blade drawing through the throats of all his friends. The flames crackled and roared at him, seeming to mock his fear, his helplessness. Turning, he saw that while his back was turned, his father had somehow gotten up and was looking at him with desperation, silently pleading, why, why can't you help me? Why can't you save us? Why are you too weak, too cowardly to help?

He turned frantically on the spot, trying to find a way to escape through his panic. The fire around him grew stronger, but through the flickering flames, he could see his friends dying, one by one, blood spraying from their necks and onto him as their throats were cut by the hidden form. When his back was turned, they would get back up, only to die again. The smell of blood, of decay, of death grew stronger, smothering all other sense, all other thought.

He couldn't help them. He couldn't save them. "Please..." he begged softly as his legs failed him. "Please..." He cowered, forelegs over his head, tears flowing from his eyes and wished for it all to go away.

"There it is," Twilight said softly. The Saddlesore Mental Asylum stood before the group of friends in a clearing near the edge of a rocky ravine. A stony skeleton of a wide, two story building with small, barred windows, it seemed to loom hungrily over them all, overcast in shadows.

Upon seeing the place, Rain Breeze let out a little whimper and shivered. "Oh, this was a stupid idea...I should have stayed with Scootaloo..." But when she glanced back into the thick trees behind her, she realized just how far she was into the forest, and that it would be beyond foolish for her to try to get back on her own. She was in over her head: the only way out was forward.

Fluttershy let out a little squeak of terror and cowered when she looked up at the asylum. "Are...are you sure about this, Twilight?"

"This has to be the place," Flash said through his teeth, his eyes wide and his knees trembling slightly as he contemplated the dark, enclosed stone hallways that awaited him.

"Come on, Fluttershy," Rainbow said, some of her trademark teasing in her voice. "You're not scared of an old, empty building, are you?"

"I'm not scared of the building," Fluttershy whimpered, crouching down to the ground as if trying to hide. "I'm scared of what's inside of it!" Rainbow swallowed nervously, her bravado wavering.

"If our friends are in there, we need to help them," Applejack said, already heading forward after Twilight.

Rarity sniffed haughtily. "Well, if I must, I must. Let's just make this quick, shall we?"

Pinkie Pie bounced after them. "Don't worry, guys, I know this game! We just have to find the rest of the pages!"

Reaching the old, rotting wooden gates, Twilight used her magic to open them. The rusty hinges gave slowly, letting out a drawn-out creeeaaaaaak as they moved aside to reveal total darkness within.

"Is there anypony there?" Fluttershy whispered from the back of the group.

"I'll find out," Pinkie said, and before anypony could stop her, she took in a breath and shouted "Helloooooo!"

"Helloooooo!" her voice echoed back.

"Well, that sounds friendly," Pinkie said with a smile.

"Shhhh!" everypony else shushed her. Twilight, Rarity and Rain Breeze lit their horns up to glow with magic, while Flash switched on the flashlight attached to his shoulder. The light revealed a hallway that led to a large, open room that may once have been a foyer or reception area. It was now devoid of any furniture, only crumbling brick walls and a thick layer of dust on the floor.

"Let's go," Flash said, stepping forward. The other ponies fell into step behind him into the silent passage. So far, so good, he thought. No need to—

SLAM!

Everypony whirled around with a yelp of surprise to find that the doors had slammed shut behind them...on their own. The light from the flashlight and horns illuminated a symbol carved into the rotting wood: a circle with a large X through it, staring threateningly at them all.

—panic. On second thought, that actually sounds like a good idea right about now.

"Okay, nopony panic," Twilight said, quickly trying to regain control of the situation. "That was...probably...just the wind. Nothing to worry about."

Right. Nothing to worry about, Flash thought. Just the fact that I'm locked in a dark, enclosed, narrow space!

"No way but forward, then," Rainbow Dash said, with just a hint of nervousness. Twilight and Rain Breeze led the group: Fluttershy and Flash brought up the rear, both of them struggling to concentrate on breathing, imagining every shadow moved in the corner of their eyes. The group walked forward slowly down a hallway.

"Zipline?" Rain Breeze called out in a quiet voice, as if afraid of who might reply. Her only answer was the sound their breathing and the crunch of the stone underneath their hooves.

The crunching was suddenly replaced by a wet splattering. Rarity groaned. "Oh, wonderful. Now there's water, too. And that means mud, and that means muddy hooves—"

Flash paused. It was definitely a liquid he was suddenly trudging through, but it did not smell or feel like water in the slightest. It had a strange, coppery scent and was slick and oily underneath his hooves. Curious, he raised a hoof. It was covered in a thick, dark red liquid.

"It's—"

"Blood!" Rarity shrieked. The entire floor was covered with blood, almost an inch deep. Yelps of shock and panic flew from the group as they desperately danced in place, trying to raise their hooves out of the puddle and shake it off of their hooves. They huddled together, staring at the horrid liquid in terror.

"It's...it's just blood," Twilight said, realizing just how discomforting the phrase was only as it came out of her mouth. "B-blood means that somepony is hurt. W-we've got to help them."

"R-r-right," Applejack agreed. "L-let's get going."

Twilight once again took the lead, carrying them further down the dark, twisting hallways, following the dark crimson river. Some part of her brain reflected that there was no reason that they should all be so terrified. After all, this place was honestly not that different from the Castle of the Two Sisters...except for the blood and the door slamming shut on its own.

Just find your friends and get out of here. She turned a corner, and suddenly found herself facing a door. It was really a very ordinary wooden door, but it seemed to loom over her threateningly, like a flyswatter about to drop down on a fly. Her heart skipped a beat, her breath caught in her throat. For a moment, Twilight would have given anything not to have to open that door.

"The...the blood trail leads under that door," Flash's small, shaky voice came from the back of the group. Twilight could only nod in reply. With more of an effort than it should have been, she reached out with her magic, grasped the doorknob, and pushed. The door swung open slowly with an even louder creak than the main door.

"I don't want to look!" Fluttershy whimpered, covering her eyes with her wings.

Twilight and Rain Breeze shone the light from their horns into the room as they entered. This one was long and fairly narrow, with a low ceiling (Flash had to stifle a shiver when he saw it). All along one wall were what looked like old-fashioned brick ovens with arched black iron doors. There was no blood on the floor in this room; instead, there was a thick layer of ashes that floated up into the air with every hoofstep.

"Hey, these look like ovens!" Pinkie said, briefly forgetting her fear. "Maybe they baked cakes in these!" Curious, she approached one of the iron doors and opened it. She promptly screamed in fright, leaping back. The burnt skull of a pony tumbled out of the oven and landed on the floor faceup. Its empty eye sockets stared up at the group, seeming to accuse them.

"N-no, Pinkie," Twilight said through renewed gasps. "I th-think these are crematoriums."

"They burned bodies in these?" Rainbow said, sounded revolted.

Fluttershy suddenly gasped and looked around. "What was that?!"

"What was what?" Applejack asked.

"I heard a voice!" Fluttershy said. The group clustered together, all facing outward into the shadows. "Who's there?" Flash shouted with as much strength as he could muster from his quaking voice.

The reply was a low hissing of displeasure, of anger. "You shouldn't be here..." a voice whispered from the darkness.

"Show yourself!" Flash shouted, turning to aim his lamp in all directions, but the light failed to penetrate the darkness, as if it was a wall of blackness surrounding them.

"You shouldn't be here," the voice repeated, sounding closer, and other whispering voices joined it, seeming to come from everywhere at once. The voices surrounded the group with low growls and hissed threats, growing louder and louder, angrier and angrier.

"You shouldn't be here!"

"Get out!"

"You don't belong here!"

"Get out of here!"

"Stay away!"

"Leave us!"

"Get out!"

"Let's get out of here!" Twilight shouted. Screaming in fright, the entire group ran for the door. Reaching it first, Flash threw it open and tore through at top speed. The others followed, Twilight slamming it shut behind them. Instantly, the voices stopped. The friends collapsed against the door, panting, their fear having taken a heavy toll on their energy.

Slowly, Applejack looked up into the room. What she saw made her eyes widen in disbelief. "Uh, guys? We just left the crematorium, right?"

Everypony else looked up and stared in disbelief. They were in a long, narrow room, seeming to stretch endlessly into darkness, with a low ceiling. All along one wall were what looked like old-fashioned brick ovens with arched black iron doors. Ashes covered the floor.

Flash whirled back towards the door, his only thought to escape, but found to his horror that the door had disappeared: there was only a crumbling brick wall behind him. He let out a cry of desperation and began to run his hooves across the rough brick, trying to find the door again.

Suddenly, there came a noise behind them: a low, long squeak of rusty metal. Turning, they saw one of the doors on a crematorium slowly opening. A shape slowly crawled out of the oven, dragging itself out bit by bit before collapsing onto the ground. Another shape followed: one was a pegasus pony, the other an earth pony, the details of their faces and bodies covered by shadows.

"Zipline? Phillip?" Twilight called uncertainly. She shone her light brighter, revealing that the pegasus had cloud white fur and a long red mane and tail, and the cutie mark of a five-pointed shooting star. The other had chocolate brown fur, black mane and tail tinged with gray, and the cutie mark of a black magnifying glass. The ponies slowly stood up, keeping their heads lowered.

"Zipline!" Rain Breeze called out in relief, hurrying forward towards her husband. "Thank goodness we—"

Before she had taken more than three steps, the ponies suddenly raised their heads and Rain Breeze screamed and stumbled back. The stallions' faces were gone, burnt away: only their blackened skulls remained, staring at the group with empty eye sockets. The rescuers clung to one another, trembling in terror.

The faceless stallions began to walk forward slowly, the remains of their skin falling from their bones like ashes. "Why?" the stallions spoke in unison, their voices despondent and hopeless. "Why didn't you save us? Why didn't you come? Why did you let us die?" The last word was spoken in a drawn-out groan as the last of their skin fell away, leaving only a pair of burnt skeletons that collapsed like puppets whose strings had been cut, falling into the ashes before the ponies.

"No! No!" Rain Breeze screamed in desperation, collapsing to her knees next to the bones of her husband. She buried her face into her hooves and began to sob. The others watched helplessly, unable to think of anything to say to comfort her or to make sense of what they had seen.

Suddenly, all thought of comfort and sense disappeared when something terrible happened: Flash's flashlight flickered and began to go out. At the same moment, the light from Twilight's, Rarity's and Rain Breeze's horns began to dim. The unicorns and alicorn instantly flooded magic into their horns, but all for naught. The light died, the darkness seeming to surge forward and claim what was rightfully its.

The silence of the grave fell upon them, and all eight ponies awaited death.

Author's Notes:

GOD, that took too long! I'm sorry about the length of this chapter, it's really abnormal for me. But a lot happens, and I wanted to make sure that it all got included, and described the way I wanted it to be like.

I'll put up the final chapter and notes soon. Hope you all enjoyed!