“For you.” Caramel held out a bouquet of damaged roses. Some looked as if they'd been chewed on and drool dripped from the whole batch.

“Um...” Fluttershy backed away. She made no move to grab them. “...why?”

The tan stallion grinned like mad. He tossed the bouquet at Fluttershy who deftly dodged the cootie-infested floral failure. “I want you to be my special somepony! Long have I pined for your attention; long have I yearned for your heart. Since five o'clock this morning, you have consumed all of my waking thoughts!”

“That's... um... Wait, since just this morning?”

“Yes! With my eyes in my head, I looked into my mirror dangling from the ceiling fan, and asked myself, 'What would my life be like if I threw myself at the first mare to grace my vision?' As my own reflection as my witness, I pulled open my blinds, and I saw a form so beautiful, it was like a gift from the goddess of the moon herself.”

Fluttershy eeped. She'd been gathering worms at five in the morning to save for the late birds. “Um... look, I'm flattered, but I can't—”

“Nonsense! All you have to do is ask yourself what your life would be like if you threw yourself upon my pony flesh!” Caramel swung his foreleg around thin air, as Fluttershy ducked and backed away further. Several ponies in the busy market glanced their way, then shook their heads when they saw that it was Caramel.

“Caramel, I'm sorry, but I just can't. I already have a special somepony!” Fluttershy turned tail and fled, running off demurely.

“Hey wait! I haven't even shown you my dick yet!”

“Dude, your whole body's a dick,” a blue stallion snarked.

“Shut up, Noteworthy,” Caramel grunted.

The bush rustled as its equine intruder settled down for espionage. Caramel put his binoculars to his eyes, zooming in on the pair of mares who were right in front of him. He saw about a third of a cutie mark. The pink butterfly clung to Fluttershy's petite flank, teasing him with is closeness.

“Fluttershy, darling, you seem bothered. Has somepony been walking all over you again?”

“Um, well, not exactly. It's just... nevermind.”

“Dear, you don't have to hide things from your friends, and especially not me.”

“...Caramel.” Fluttershy said the name as if that was the answer to all of Rarity's questions, which it was.

“Ah, I see.” The white unicorn made a tsking noise. “Well don't let that bother you. That one will pick somepony else to pester after a while. His kind always does.”

Caramel put down his binoculars. He might be an idiot, but he wasn't that stupid. He vowed right then and there to make Fluttershy his at all costs. He'd sell his soul for her fuzzy, fluffy, body. His first step would be in figuring out which other stallion had stolen her heart, so he could shatter their love and catch her on the rebound.

“Oh. I guess you're right, Rarity. It's a shame some ponies act that way, but I won't let that ruin our day. Have you gotten all the things for the romantic picnic this evening?”

A romantic picnic? Caramel furrowed his brow into an angry 'v.' Fluttershy was only supposed to have romantic picnics with him. This stallion would regret getting in his way.

“Butterscotch tea with a hint of alfalfa, those little umbrellas that you oh so adore, some butterfly adorned napkins, my diamond styled tea set, and, oh—!” Rarity blushed and promptly shut her saddlebags. “A few other things, but I'd like to keep those a surprise for later.”

Fluttershy deeply blushed as well. “Oh. Oh my.”

“Oh, heh. I guess it's not much of a surprise now, is it?” Rarity batted her eyelashes and Fluttershy chuckled in response.

“No, but I don't mind. It gives me something to look forward to after our meal.”

Caramel blinked. Wait—Fluttershy and Rarity were having the romantic picnic? Was this just a girls-only practice run so they could be better actors for guys?

“Oh, Rarity! You'll just love the serenade that the chickadees have been practicing! With the owls joining in, it'll be the absolute best for you know hoo! I even got the squirrels to do a little ballet.”

A huge grin crept up Rarity's face. “You never fail to surprise me, but I have something special for you today as well. Just look at all these little outfits I've made for your animal friends!” From her other saddlebag, Rarity levitated out a wide variety of tiny clothing. There were teeny blue and green tutus for the squirrels, and gem-studded bow ties and hats for the birdies.

“Wow! They look so perfect!” Fluttershy squeed. “If we hadn't put so much effort into everything, I'd say to skip the picnic and jump straight to the sex!”

Wait, sex? Caramel shrugged. So they were friends with benefits. So what?

“Now, snookum-ookum-fluttey-poo, we wouldn't want to disappoint your animals, now would we?”

“Oh course not, sparkling diamond of my heart.”

Pet names? Okay, this was getting weird. Caramel glanced up and down the road. There were no other ponies, just Rarity and Fluttershy. Ponies did the strangest things when they thought they were alone, right?

The two girls had stopped talking and stared deeply into each other's eyes. Caramel couldn't see Fluttershy's face, but Rarity wore a light smile with half-lidded eyes. The two ponies approached with puckered lips and touched them together with smacks, slurps, mmms, and aahs. They brought their bodies together, embracing and rubbing against each other's fur as they continued kissing far longer than Caramel had ever seen ponies kiss before. He had to wonder why they were still practicing when they looked so adept at the art of kissing.

Rarity broke off their embrace with some effort. Her cheeks were flush and her breath came in short gasps. “Now now, let's not get too far ahead of ourselves, shall we? We still need to have our picnic first.”

Fluttershy demurely nodded. Her face was red as a beet. “Oh, um, of course. I-I'll meet you tonight at the poppy field. I've a few more errands to run, but I promise I won't be late!”

“Of course not, dear.” Rarity wiped a string of drool off her lips. “I love you.”

“I love you too, Rarity.”

They... loved each other like friends, right?

With a ray of sunlight parting the air between them, Rarity leaned forward and bumped noses with Fluttershy. Little ridges appeared as they scrunched up their faces against each other and rubbed. The two broke apart and Rarity walked back to town while Fluttershy hummed and skipped in the opposite direction.

Caramel's jaw dropped. Not the fuzzy muzzle nuzzle! That was only reserved for ponies who actually liked each other that way. Caramal's mind broke. Rarity was Fluttershy's stallion?

From the bush next to him, a blue hoof reached over and patted Caramel on the shoulder. “Dude, they're gayer than two sticks of bubblegum at a Justin Brayer concert.”

“Shut up, Noteworthy.”

Caramel muttered curses under his breath and stomped his way back into town. What in the world did Fluttershy see in Rarity, of all ponies? She didn't even have a dick! Caramel should have automatically won by default.

A sour breeze wafted through the air, carrying with it the ominous stench of fire and brimstone. Caramel paused and looked around. The town's watering hole was further down the street, where he'd planned to drink his sorrows under the table with many shots of pitch black coffee.

His eyes turned to the left, and there before him was a giant monolith carved from solid obsidian. It crackled with dark lightning and gave off an eerie, pulsating red glow. Next to it was a small wooden sign. It read, 'Energy Fields that are Larger than Your Head R Us! Draw pentagram in blood for inquiry.' Well... that was new.

Caramel scratched at his chin. Should he continue on and get drunk off his rump from too much coffee, or should he... whatever it was that the eerie foreboding monolith had to offer? Well, he wasn't one to turn down an offer, so he walked up to the black slab and grabbed the conveniently placed sacrificial dagger and a free puppy.

“Urf!” The tiny little hound looked up him with big black eyes, wagging its tail enthusiastically.

Caramel turned his lips down in a huge frown. He hated puppies. Why did he pick one up? Shuddering, he drop-kicked the fuzzy abomination into next week.

“Mew.” A stray cat rubbed up against his leg and purred. This was more like it. Caramel was definitely a cat pony.

Dagger wet with feline blood, he scratched the odd shape into the stone's surface. His vision blanked out as he was struck with a bolt of black lightning. The world lurched out from under him and he felt himself fall sideways. Spirals of black and red washed around him and he soon found himself standing on a rocky surface in the middle of, well, it looked an awful lot like Tartarus, actually.

“Well. If it isn't a pony. Your kind make me sick.”

Caramel jolted at the sound of the condescending raspy voice. There on the center of the spire was a cold, steel cage containing the emasculated form of a centaur. Metal shackles bound his wrists and were fastened to bolts on the floor of his imprisonment.

The creature's beady, red eyes narrowed into slits. “You do not deserve what you were given. That cheating Sparkle stole what was rightfully mine! If ponies are so superior, then why do you come before me holding a dagger wet with blood?”

Caramel's eyes glanced at his hoof. He dropped the dagger and kicked it under a rock. Behind him was a thin shaft of light that illuminated a narrow patch of ground. Opposite the cage, though, was a giant ball of pulsating energy. It crackled and sparked with red and black electricity. “What is that?!”

“Well. So you finally noticed it, did you? If you really must know, it's a breath mint.”

“A breath mint?”

“Yes.”

Caramel scratch his head. “Are you sure? It doesn't look like a breath mint.”

The prisoner rattled his bindings as he threw his arms over his head. “Of course it's not a breath mint, you idiot! It's an energy field larger than your own head! Did you not read the sign?!”

“Oh... that sign.” Caramel chuckled. “Right. I knew that.”

The prisoner groaned and slapped his head with the palm of his hand.

“Say, uh, who are you, anyway?”

“Humph. If you must know, I am Lord Tirek, the rightful ruler of your world.”

“Oh! Tirek!” Caramel hmmed and scratched at the fuzz on his chin, “You were the one with all the changelings, right?”

“Change—No! I'd never work with those chitinous cretins! Not unless I could backstab them, anyway. I am Lord Tirek, the devourer of magic. Once I escape from these horrid bonds, I will crush your pathetic Tree of Harmony beneath my hooves. I will bring down your false princess, and I will rule your world with a stranglehold so fierce that you can't even breathe without my permission! When you pathetic pieces of fuzz finally beg for mercy, I will show you only the mercy that you have granted myself! You will all rot here in Tartarus. All of you. Every last one.”

“Uh...” Caramel backed away from the ranting prisoner. He glanced behind him at the blue light. “Right. I'll just be going now.”

Tirek's face fell. He put on a false smile. “Wait. You can't leave yet. You haven't consumed the energy field.”

Caramel raised an eyebrow. He glanced at the emasculated prisoner and the pulsating mass of dark energy. “Why would I want to eat that?”

Tirek's grin grew. “Because it's a source of incredible power. If you absorb it, you'll be granted the power of a dozen alicorns. All will bow down before you.”

“Uh... why would I want that?”

Tirek's left eye twitched. “The obelisk doesn't just appear for anypony. You wouldn't have come here if there wasn't something you deeply desired, something that you consumes all your waking thoughts, something that you would sell your very soul for. I can guarantee you that this energy field larger than your head is the only means to obtain your goal.”

“Hmm. I'm not sure if Fluttershy's really the type to go for a guy with a lot of power. Maybe the roses will work if I don't suck on them as much.”

“Aaah! With this power, you don't have to ask! You can just take her! If you really must be nice, you'd have the power to give her everything she could possibly want! You can't go wrong by consuming an energy field larger than your own head.”

Caramel stepped towards the pulsating ball. He stopped. “Is it safe?”

Tirek snorted. “Yes, of course it's safe. That's why I've consumed it myself and used its power to shatter my bonds and trample your known world into dust.”

“Oh, well, if it's safe...” Caramel grinned and took another step towards it. “Wait a minute! If you ate it, then how come it's still here?”

Tirek groaned and double-facepalmed. “Kings and queens have fought entire wars over this power, and I'm left trying to lead a moron into temptation.”

“Look, I might be a bit slow, but I don't like it when people call me a moron to my face.” Caramel turned around and walked towards the exit. “Last I checked, Roseluck still had some white roses in stock. I'm not sure why, but I think Fluttershy likes the color white.”

“Stop! How can you turn your back on infinite cosmic power?!”

“Like this?” Caramel pointed at the exit. “If that's all you've got say, then I'm out of here.”

Tirek growled and rattled his bonds. “Alright! You win! I'm sorry I insulted you. To make it up, I'll let you in on a little secret. If you stick your head in the energy field, you'll find a gullible idiot.”

“I... what?” Caramel looked at Tirek and around at the desolate landscape. “Are you sure, because I don't see anyone else here.”

“I'm certain of it.”

“Are you certain certain?”

“Yes. I'm certain certain with a cherry on top, even.”

“Well.. if you put a cherry on it...” Caramel turned around and stuck his his head in the pulsating mass of red and black energy.

Instantly, it crackled to life and poured around his body in a thousand jolts of red and black electricity. Each jagged path down his hide permanently changed his fur color. Glowing with immense energy, a red-tipped black horn grew from his head and spiraled outward at great length. A pair of red-tipped black wings erupted from his back as he convulsed in agony. His cutie mark faded from blue to red and the three horseshoes each grew little red horns and wings. Eventually, the crackling stopped and a newly-christened red and black alicorn fell to the ground in a heap.

Lord Tirek cackled with manical laughter. “You will play your part and I will be free once more. Your world will suffer for its insolence.” Rearing back, his booming laughter echoed across the rocky, spired landscape.

A blue stallion crawled out from behind a rock and poked the red and black alicorn with a stick. “I spy with my eye a gullible idiot.”

“Shut up, Noteworthy.”

Caramel's mind had never been all that stable, but with the sudden influx of infinite cosmic powers, he was seeing the world in an entirely different light.

Shambling down the street, he turned to look at a little, brown filly holding a bell in her mouth and ringing it to catch his attention. She grinned with her freckled face and pointed at a donations box for the filly scouts.

From that one pony, ghostly variants poured out. Most stood in place with the original, smiling and nodding, but some went their separate ways. Some wandered up and down the street, soliciting from ponies more aggressively. Some shook their head as if in a daze and wandered off. What was going on?

Caramel shook his head. Her ghostly echoes vanished when he tore his attention from her and walked away. He saw her pout in the corner of his eye. The marketplace was brimming with activity as the numerous merchants flaunted their wares. Dozens of ponies milled about, buying and bartering goods. Hundreds of ghostly variants split off and soon the market was so full of ethereal bodies that Caramel's mind hurt trying to pick each one out.

He groaned and shook his head again. Why was he seeing those things? Were did they all mean? Turning away from town, he stretched his wings and looked up at the clear, blue sky. A cold knot of dread formed in the pit of his stomach. It was awful high. He never did like heights.

Forget it—he'd stick to walking. Folding up his wings, he stuck to the back alleys on his way out of town. The ghostly duplicates creeped him out and he wanted to avoid others as much as possible. They obviously had something to do with his newly acquired powers, but he'd rather just drown himself in intoxicating coffee than waste his feeble brainpower thinking about it.

Well, if he couldn't get drunk, he could always think about mares. Fine, fair Fluttershy graced his mind's eye with her sweet, petite ass and silky, swishing tail. At least in his fantasy, he didn't have to worry about silly ghosts.

A rustling noise and the aroma of poppies pulled him out of his daydream. There, on the field, was Rarity setting up for the picnic. Caramel's hurt lurched. He saw red.

How dare that bitch pretend to be a stallion and steal away his love? He growled and gnashed his teeth.

“Excuse me, sir? Can I help you with something?”

Of course she'd want to talk to him. She couldn't just leave him alone, could she? He frowned and glared daggers at her while dozens of ghostly Raritys split off and did their own things. One in particular caught his attention. That one swooned in his presence and threw herself at him. He concentrated on that one.

The real Rarity hesitantly approached. “Sir, are okay? You seem a bit... distracted.”

Black lightning arced from his horn and jolted Rarity. She screeched and convulsed; the color drained from her eyes. Shakily, she got back up. Her eyes remained unfocused, and she appeared to be greatly confused. That confusion vanished when she looked upon him. She swooned.

Caramel blinked. All the other ghostly variants faded away, leaving only this new Rarity who seemed rather smitten with him. Oh, so that's what the ghosts were for. Caramel was the alicorn of pathfinding, and he'd just forced Rarity to walk a new path in life.

“My love, I'm so sorry I didn't recognize you at first!” Rarity threw herself at his feet and kissed his hooves. “Please allow me to make up for it. I'll do anything you wish of me, anything!”

“Even sex?”

“Oh, rather forward, aren't you.” Rarity blushed and rubbed a hoof down his red and black mane. “You're lucky you're so sexy. For you, I'd do that anyway.”

Caramel grinned from ear to ear. This was perfect! He'd prove to this white bitch once and for all that she was a mare, and he'd break her heart when he left her to claim Fluttershy. That would serve her right for daring to pretend to be a stallion!

A familiar blue pony walked up behind him. “Dude, raping Fluttershy's lover is not going to score you any points with her.”

“Shut up, Noteworthy.”

“Oh, Spike, I'm so worried.” Fluttershy had been pacing around the room so much that she'd worn a groove in the crystalline floor.

“Are you sure she's not working on an order? You know how fast things can pop up in her her line of work. She probably went out hunting for gems.” Spike carried in a tray of biscuits and a steaming teacup. He set the items on a sparkling table and sighed as Fluttershy walked past without even noticing them.

“But, Spike, she'd already completed her orders and closed down the boutique early to prepare for our anniversary date. She wouldn't have just run off without leaving a note unless—” Fluttershy sniffled “—something happened to her!”

The butterscotch pegasus wailed and collapsed on the floor. Tears poured so freely down her cheeks that she cried out multiple times her own body weight in water and filled up the groove to make a moat of misery. Spike was at a loss for how to console her, and truth be told, he was worried about Rarity too.

The great doors of Twilight's castle creaked open and Applejack, Pinkie Pie, and Rainbow Dash walked in.

“Hey, Sugarcube. Twilight said to stop by and—”

“Fluttershy! What happened to you!?” Rainbow Dash flew past Applejack and grabbed the despondent pegasus by her shoulders. “Why are you so upset?”

“It's Rarity.” Fluttershy sniffled. “She's gone missing.”

“Wee! I didn't know that Twilight's castle had an indoor moat. This is so much fun!” Pinkie leaped into Fluttershy's tears, splashing everyone in the lobby.

“Pinkie,” Spike groaned and pulled her out of the pit by her tail. “Now's not the time for water sports. We have to form a search party.”

“Spike, you're silly. Why would we search for somepony who isn't even missing? Rarity's just standing outside.” Pinkie pointed out the door and, sure enough, a familiar white unicorn was standing out in the street.

Fluttershy gasped and launched herself into motion so quickly that she trampled over Rainbow Dash in the process. Applejack lept out of the way, narrowly the same fate.

Outside, Rarity's gray eyes were critically examining the gaudy, crystalline tree-castle. She tsked under her breath. “That thing is so gaudy. Lord Caramel should have it removed.”

“Rarity! I'm so glad you're safe!”

Rarity barely had time to turn her head before she was swept up in Fluttershy's flying hug-tackle. Rarity's eyes bulged out as the pegasus' smothering embrace knocked the wind out of her. She squirmed as gasped for breath when she could. “I say! What is the the meaning of this?! Unhand me, you oaf!”

“W-what?” Fluttershy dropped her prisoner and covered her mouth. “Oh no! I'm so sorry. I though you were somepony else. You look just like...” Fluttershy's voice trailed off as she examined the alabaster unicorn before her. She had the same cutie mark of three diamonds. She had the same, exact delicately coiffured, curly purple hair. Only her eyes were different, being a dull, flat gray instead of blue. “...Rarity?”

“Um, yes, I do go by that name, but you seem to have me at a disadvantage here. I'm not sure we've met.”

“What!?” Fluttershy eeped and backed off. Her mouth hung open and her eyes quavered, on the verge of tears.

“Rarity! What's gotten into you?” Rainbow Dash flew up and glared at the confused unicorn. “You should know better than to play pranks on Fluttershy, of all ponies. Knock it off!”

“Well excuse me, Miss—wait, did you say, ‘Fluttershy?’ ”

“Yeah, I kinda did.”

Rarity ignored Rainbow Dash and peered at the butterscotch pegasus next to her. “It can't be. Fluttershy was taken by the Smooze five years ago.”

“Huh?” Rainbow Dash blinked and scratched at her mane.

Applejack walked up and stomped a hoof. She had an even, serious tone to her voice when she spoke. “Rarity, I know you're feeling guilty about missing yer anniversary date, but y'all are just diggin' a hole fer yerself with these fanciful tales. Can't ya see how much yer hurtin' her?”

Fluttershy whimpered and sniffled. “I'm sorry I upset you somehow. But please, just tell me what I did wrong! You mean everything to me, e-everything.”

“Uh...” Rarity's jaw hung slack. Pointing past Applejack, she yelled, “What is that thing?!”

Spike frowned and threw his tray of biscuits onto the ground. “Fine! I get it. Nopony likes my cooking! Be that way.” He turned around and stormed back into the castle.

Pinkie glared. “Rarity, how can you be mean to Spike too? He put a lot of work into those, um, too-dry, flaky, half-burnt lumpy pastries, but, um, it's the thought that counts?” Pinkie shrugged.

“Dear, I wasn't trying to be mean. I just wanted to know what he was.” Rarity glanced around at the icy glares of three irate ponies. “What?”

Twilight flew in and landed with a thud. She folded her wings up and walked over. “Sorry I'm late, girls, but somepony left an open gate to Tartarus in the middle of town and—”

“Finally! Somepony I recognize!” Rarity broke off and ran over to greet the lavender princess. “Lampshade, It's good to see, um...” She twisted her head to the side and stared at Twilight's flank. “Wings? When did you get those? And whatever happened to your cutie mark, dear?”

“My what the what?” Twilight blinked. She glanced at the scene before her. Three of her friends were giving Rarity the evil eye while Fluttershy lay flat, silently sobbing on the ground. Twilight's ears drooped. “O-kay... Well, then, something fishy is definitely going on here.”

“Ooh-ooh! Is it this trout that I caught in your new, indoor moat? Because it sure looks like a fish to me!”

“Pinkie, where did you get—nevermind.” Twilight shook her head. She turned back to Rarity. “Okay, I have million questions, but I think if you just answer this one that the rest will fall into place. Rarity, why do you have gray eyes?”

“My... what?” Rarity levitated a mirror in front of her face. “But... they were blue just yesterday.” She magically yanked on her own eyelashes, exposing the bloodshot corners of her eyes. “This doesn't make sense. Nothing makes sense. Ever since yesterday, the whole world's been out of place. I never should have left Lord Caramel's side. He'd what was going on and how to fix things.”

“Caramel?” Fluttershy stood up. “What does he have to do with this?”

“I-I'm not sure. All the inconsistencies started after he found me out in the field. I... I can't even remember what I was doing out there, anyway. This is so strange. Lord Caramel's the type to solve problems, not create them.”

Rainbow Dash rolled her eyes. “Wow, that really doesn't sound like the Caramel I know.”

“Hmm.” Twilight raised an eyebrow and examined Rarity one last time. “I think I know what's wrong. It sounds like you're from an alternate dimension.”

“What?” Fluttershy's ears perked up, but her face fell in a worried frown. “Oh no. If this is a different Rarity, then what happened to my Rarity?”

“A different dimension?” Rarity blinked. “Why would Lord Caramel take me to a different dimension?”

“Actually, I have bad news.” Twilight sighed and placed a hoof on Rarity's shoulder. “This really is our Rarity.”

“What?” That got everypony's attention.

“The gray eyes are a sign of possession. Mind displacement is a common side effect of failed dimensional travel. I don't know how that happened to you, but it's the only logical explanation. I'm sorry, Rarity, but you're not supposed to be in this Rarity's body. The good news is that I can send you back, but—”

“Wait! You mean that this isn't my real body?” Rarity's eyes went wide and she fidgeted with her mane. Cold sweat appeared on her brow.

“Huh? Did y'all do something bad?” Applejack asked.

“Aw, don't worry about it, silly. We know you're not the not the same as our real Rarity so anything you did won't get her into trouble. Even if it was bad, Twilight's like this super-import princess and her word is like, law and stuff, so it's fine, really.” Pinkie smiled.

“Twilight?” Rarity momentarily appeared at a loss. “Oh! Lampshade has a different name here. How quaint. But, uh, I don't believe that mere words could, um...” She tapped her hooves together and grinned widely. “Can I go now?”

“Rarity, you should tell us what happened in case our own Rarity can't remember what you did,” Twilight said.

Rarity gulped. “W-well. I'm sorry I didn't know better, but, um, I may have, kinda-sorta, mumble mumble.”

“Mumble what?” Applejack asked.

“Mumble mumble,” Rarity unhelpfully repeated.

“Come on! Spit it out!” Rainbow Dash shouted.

“I may have gotten her pregnant!” Rarity's shout drew curious stares from the ponies walking in the street.

“WHAT!?” The others dropped their jaws. Fluttershy winced as if she'd been stabbed.

“I couldn't help it! Lord Caramel was so sexy!”

“Okay, that's enough. Off you go.” Twilight's magenta glow wrapped around Rarity. There was a faint pop, and Rarity's eye color flooded back.

The white unicorn stood there with wide blue eyes standing amongst the circle of her friends.

Pinkie leaned over and whispered in Applejack's ear, “Do you think she remembers?”

Rarity snarled and snorted steam. She shook with barely-contained fury. “Why that-that cretin.”

“Eeyep.” Applejack nodded. Everypony backed off and gave her a wider berth.

“I WILL DESTROY HIM!”

Inside the almost-privacy of his own home, Caramel was enjoying a steaming shower.

A blue stallion poked his head in the open window. “Dude, you sure are in hot water now.”

“Shut up, Noteworthy.”

“Twilight—” Spike started to say something, but got interrupted.

“What are we waiting for? We should be out there kicking him into next week.” Rainbow Dash ground her teeth and hovered irritably. The others were just as irritable.

“Just give me a few minutes, okay? We can't just rush into this without a plan. Spike, I need you to look up any references you can find for dimensional travel, banishment spells, prophesies involving Tartarus—”

“Twilight—” Spike tried to speak again.

“Um, not now, Spike.” Fluttershy stepped in. “I don't see how any of that stuff's going to help. You're a princess; arrest him. Why do you need books?”

“If you'd hold up a minute and let me explain, I'd tell you! Oh!” Twilight turned to address Spike again. “And I'll need you to look up past incidents of alicorn transformations or sudden appearance of powerful magic abilities.”

“But Twilight—”

“Y'all are wastin' time, here. That lowlife don't deserve to walk free while yer diggin' in books. We should head out and round 'im up,” Applejack said.

“And we will. But that doesn't mean we can just head in unprepared! Spike, can also find references of obsidian obelisks and black lightning?”

“Twilight—”

“C'mon! Let's stop with the books books and make with the bucks bucks.” Pinkie pantomimed kicking the air.

“Pinkie, I know we all want to hurt him, but I'm going to insist on trying to take him in peacefully, first. Spike, look for books that reference black lightning, and I also want philosophical discussions regarding the nature and use of dark magic.”

“Twilight—!”

“Darling, I know you mean well, but somepony like him won't get the message unless it leaves a dent in his skull. It's everything I can do just to keep myself from rushing out there and beating him myself.” rarity's voice was calm but her flat brow and angry ridge on her nose betrayed her feelings.

“Rarity, I'm sorry about what happened, and we will seek justice, but another alicorn? Who seems adept at a strange form of mind control? I'm worried, and I want answers before we have to confront him. Spike, I also want you to looks for books on—”

“TWILIGHT!” Spike's scream rattled the room. A picture showing them all together in a group hug fell off the wall and shattered.

Everypony jumped.

“Spike, what is it? You don't have to yell,” Twilight said.

Spike groaned and pointed at the empty, crystalline room. “We don't have any books. The library burned down, remember?”

Pinkie burst out laughing “Oh that was a good one. You sure had us going there, Twilight. C'mon! Let's go bust some heads.”

Twilight, for her part, stood there with a twitching left eyelid. “No... books...” She shook her head to clear her thoughts. Her eyes went wide as she watched five tails heading for the exit. “Wait! Hold your horses, everypony!”

Rarity and Fluttershy held each other.

Twilight took a deep breath. “Sorry, I should have remembered that. Look, I'm just as eager to on with this as you all are, but there is one thing I have to do before we confront him. Spike, can you send a note, please? I'll need the 'Enormously Big Book of Bigness on Banishment' sent express, please.”

Spike's eyes bulged out. “The whole thing? But, Twilight, that book's huge!”

Twilight blinked and lowered her head. “Oh, right. No, I just need the spell listed on pages five-hundred and eighteen to five-hundred and twenty-one; it's the one for sealing away extradimensional horrors.”

Spike breathed a sigh of relief. “Okay, then.” He wrote up a note and burned it with a puff of green flame. A moment later, he belched and spat out the response.

Twilight grabbed the torn pages with her magic and scanned through them.

“Uh, I don't mean to be any more impatient than Ah already am, but what good is a spell like that going to do us?” Applejack asked.

“Are you planning on banishing him?” Fluttershy asked. “Well, I suppose that would get rid of him, but I don't like the idea of inflicting him on another dimension.”

“Actually, the spell's for us.” Twilight shuffled the pages and tapped the glass table to line them up. She frowned at the confused looks she got. “I don't think you want the full explanation, but suffice it to say, this spell will lock us in our home dimension. Caramel won't be able to replace our personalities like he did to Rarity. The only drawback is that the spell's intended to be permanent, and we won't be able to visit any alternate dimensions until I can find a way to reverse it.”

Rainbow Dash landed and nodded her head. “Well, I wasn't planning to go visit the breezies again, anyway. We've wasted enough time here, already. Let us have it so we can be off.”

“I was,” Fluttershy mumbled.

“Don't worry, love. I'm sure Twilight can undo the spell before they're due to visit again. If this is what it takes to ensure that I'll never be replaced by that, that floozy again, then I'm all for it.”

“Me too!” Pinkie nodded. Applejack nodded as well.

Twilight walked over to join them and Spike followed as well. She drew a circle in the air with her magic, and scratched several intricate designs on the floor. Nodding to herself, she winced and summoned a great deal of magic to flood her design and power the spell.

“What was once free

shall no longer be!”

Bright light flashed, blinding everyone present. When the spots faded from their eyes, everypony groaned.

Twilight rubbed her aching head. “Sorry, I didn't know it was going to be that bright.”

“That's alright, sugarcube. Ya did what ya had to.” Applejack felt along the ground and picked up her hat.

“Finally!” Rainbow Dash got up and flapped her wings. “Let get a move on!”

Twilight nodded, but she turned back to address Spike while the others walked out. “Spike, can you go to Canterlot and look up the books I requested in the Royal Canterlot Library? I've a feeling this won't be solved so easily and I want to be prepared just in case.”

“You got it, Twilight.” Spike saluted.

A blue stallion poked his nose in the door. “So, Spike, how's it feel to be nothing more than a running gag who constantly gets relegated to the sidelines?”

Spike snorted. “You're one to talk, Noteworthy.”

Caramel smiled at himself. At first, he found his new red and black color scheme to be a little awkward, but now that he'd had a whole day to get used to it he kind of liked it. Of course, it probably helped that Rarity had spent the whole night heaping praises on him and screaming his name in ecstasy.

He opened his refrigerator and pulled out a pair of trousers. Then, he remembered that he didn't wear clothes, and put them back. Frowning, he popped the top off his washing machine and poked his head in to munch on the oats he'd stashed there. Rarity had made all sorts of strange comments about his apartment, but honestly, he knew where everything was. What was the fuss?

Speaking of Rarity, he hadn't seen her in the morning. Oh well, he was planning on dumping her anyway. The pony he really wanted was Fluttershy.

Caramel felt a jolt of apprehension. His ceiling fan creaked as it carried the weight of his mirror in circles. Fluttershy! He was supposed to be wooing Fluttershy! He opened his door, then jumped out his window and ran down the streets. The angle of the sun told him that he didn't know how to tell time by looking at it. It was highish; that meant something, right?

“There he is!”

Caramel stopped dead in his tracks. That voice belonged to Rarity, and she did not sound happy to see him. Six angry mares stood on the dusty street with expressions of pure rage. Well, they'd change their faces soon enough. Caramel smirked his red-lightning streaked black face and waited for the ghosts to appear.

Glowing magenta shackles suddenly appeared around his ankles. Twilight flew up and pointed a hoof at him. “Caramel, by the authority invested in me as a princess of Equestria, I'm placing you under arrest. You stand accused of intentionally brainwashing my friend Rarity for the purpose of taking advantage of her. Do you have anything to say in your defense?”

Caramel blinked. The ghosts weren't appearing. In fact, they had a similar kind of aura to them like the one Rarity did after he'd first modified her. His heart sank when he saw the look of utter revulsion on Fluttershy's face. That was the only Fluttershy he saw. “What did you do? Where are the rest of you? Where's the Fluttershy who loves me?”

“Uh...” Twilight frowned and snorted. “Your words implicate you further. You have the right to a fair trial, but no jury has ever overturned the judgement of a princess. Caramel, it's obvious to me that you've somehow stumbled upon a power that you don't deserve. If you give up peacefully, we can work on removing it. If you've been corrupted by dark magic, I've even willing to be lenient in my sentencing. But if you lash out, we'll be forced to treat you like a major villain and act accordingly.”

“I don't care about you! I want Fluttershy!” Caramel tried to stomp a hoof, but his bindings wouldn't let him move. He glared at the magical restraints. They looked kind of weak, actually.

“Um, Caramel—” Fluttershy hugged Rarity for support “—I'd like it if you gave up.”

“Oh.” He looked up at her. The other ponies were giving him wary looks. “And then we'll have sex, right?”

Fluttershy gasped. “N-no! I'd never!”

“Then forget it!” Black lightning shot from his horn and vaporized Twilight's magical bonds. He lifted a black hoof. “Whoa, cool. I didn't know I could do that.”

“Oh, It. Is. On.” Rarity pawed at the dirt and snorted like a horse. She flattened her ears against her skull and lowered her head, putting her sharp, pointy horn forward.

Fluttershy stood aside and covered her mouth.

Rainbow Dash dove in from the side while Caramel's attention was distracted. She smacked into the side of his head with a loud crack. Her hoof buckled, and she tripped over his noggin, tumbling down and crashing into a stacked pile of hay bales. “Augh!”

“Dash, are you alright?” Pinkie ran over and helped pull the crumpled pegasus out.

Dash winced and frowned at her throbbing hoof. “It was like trying to kick a mountain.”

Caramel rubbed at his cheek. He'd felt the impact, but no pain. He wasn't even scratched. “I'm invincible?” He laughed and reared back. “You fools! I'm invincible! Hand over Fluttershy, and I'll let the rest of you go.”

“Y'all are going nowhere. So what if you've got a thick skull? We can still tie ya down.” Applejack promptly lassoed the red and black alicorn, wrapping her rope around his ankles. Properly hogtied, he fell over.

“Hey!” Caramel complained.

Applejack whistled. “Twilight, now!”

Various metal objects tore off the nearby houses and carts. Gutters, drain spouts, axles, rake heads, nozzles, and part of a doorframe all floated over. The glowed with magenta light, reforming themselves into a steel cage that coalesced around Caramel's prone form. He was well and thoroughly trapped.

“Ha! Your null lightning might be able to undo magical bonds, but you can't escape from real ones!”

“This is so unfair,” Caramel complained.

“Fair? Now you think about fair?” Rarity snorted. “Where was fair last night!? Did you not think that I wouldn't like that?”

“Hey, I changed you so you'd enjoy it. And you did.”

“You! You!” Rarity shook with fury.

“Ssh, it's okay, dear. We caught him.” Fluttershy placed a hoof on her lover's shoulder. Her eyes were half-lidded and sad but she had a tiny smile on her fuzzy muzzle. “We can move on.”

Rarity sighed and folded into Fluttershy's welcoming embrace. “But it hurts so much.”

“I know, dear. I know.”

“Uh, I don't mean to alarm anypony, but he's vanished.” Pinkie pointed at the empty cage. An unnatural shadow extended from it out onto the street.

“What?!” Everypony watched slack-jawed as the shadow melted away. “No!”

Soon, the shadow melted back. “Uh, I don't suppose any of you knows how to turn off a meld-into-shadows spell?” it asked.

Twilight snorted. “If i knew that I'd put you right back in the cage!”

A blue stallion poked his nose out of a nearby barrel. “Caramel, you are without a shadow of a doubt, an idiot.”

“Shut up, Noteworthy.”

Six ponies all did their best to sort through the piles of literature that Spike had brought back from Canterlot. Spike brought in a freshly-baked batch of biscuits exactly like his old batch. Everypony ignored them.

“What about this book, Twilight?” Rainbow Dash held up a small paperback novel.

Twilight looked up from her encyclopedia and frowned. She had dark circles under her eyes from working so late at night. “Daring Do and the Alicorn Energy Sphere? How is that going to help? What we're looking for isn't fictional.”

Rainbow Dash facehoofed. “Twilight, Daring Do isn't fictional. We met her, remember?”

“Oh? Oh!” Twilight jolted upright, suddenly interested. She levitated the book in front of her, flipping through the pages. She paused only to scan for certain passages. As she read, her eyes got bigger and her face fell. “Oh no.”

“What? What is it, Twilight?” Pinkie asked.

“This book explains everything, but, we are in so much trouble.”

“What? How so?” Appplejack asked. “I, uh, haven't read that book yet.” That admission got Applejack some odd stares, but she shrugged. “Cutie Mark Crusader paper mache elephant.”

“Ah.” Rarity nodded. She knew what it was like to have a sister who ruined stuff.

Twilight set the book down and shuddered. “Applejack, in this book, Dr. Collarbone and his diamond dogs were seeking an object known as the Obelisk of Desire. Once every ten tears, it appears for a day randomly in Equestria. Daring Do stopped them from obtaining the Alicorn Compass that points out its next location, but...”

“Wait, is that the thing that randomly appeared in town yesterday?” Rainbow Dash asked.

“It matches the description.” Twilight sighed. “And the open portal to Tartarus is proof that it was used.”

“So what does the Alicorn Energy Sphere even do?” Pinkie asked.

“Uh, according to Daring's research, a number of things. It's power grants immunity to harm from any weapon not born of the user's own flesh. They gain substantial magical powers, and the ability to control null lightning, which is a form of anti-magic.”

“That's... not going to be easy to deal with. Are there any weaknesses?” Rainbow asked.

“Hmm... I'm not sure about weaknesses, but there are a lot of drawbacks. The power is cursed. Those who wield it become obsessed with their original desire. But once they obtain it, they go crazy and kill themselves. Each time the magic is absorbed by a new user, it gets more powerful. The final wielder will take the form of a red and black alicorn.”

Twilight gulped. “Should Caramel manage to bed Fluttershy, he'll go mad and end himself. Once he releases the power, it will be strong enough to tear asunder the very gates of Tartarus and release all of the creatures locked within.”

“Oh no. Is there any way to prevent that?” Fluttershy asked.

“I don't know. Daring Do did mention that if the power were ever absorbed by an innocent with a pure heart that it would be destroyed, but even if we could somehow find a pony like that it'd still be too late. We'd have to find a way to force him to relinquish the power before he obtains his goal, but I don't think that's even possible.”

Six ponies sat there dejectedly. It'd only be a matter of time before Caramel came for them, and there was nothing they could do.

“Fluttershy, darling, I love you.” Rarity held her lover.

“I love you too, Rarity.”

Caramel, meanwhile, had managed to reform himself and spent his time feeling bummed at the bar. Somehow, Twilight had managed to prevent him from using his magic to force Fluttershy into loving him. He was going to have to do things the old fashioned way, but where could he start? Rarity was still a major problem who'd have to be removed, and the others were obviously against him too. Why? Couldn't they see that he was in love?

Maybe, he'd try the roses again. Maybe, he'd get drunk and forget everything.

Six mugs of coffee later, he was jittery, shaky, and absolutely wired, but not drunk. He was most definitely not drunk. He flipped over the table and threw his hooves into the air. “Et tu, coffee? Why hast thou forsaken me?!”

Noteworthy snickered. “Dude, you do know that you can't get drunk on coffee, right? Berry Punch was just kidding when she told you that.”

“Shut up, Noteworthy.”

The morning brought with it a rooster's crow. Fluttershy nodded at the bird, and tossed him some chicken feed. She'd been unable to sleep last night, and dark bags hung under her eyes. Without even waiting for Celestia to finish raising the sun, Fluttershy ran out of her cottage towards town. She broke into a canter and lept in the air. Wings pumping, she flew the rest of the way to Carousel Boutique.

Unfortunately for her, somepony else hadn't been able to sleep last night, and he'd gotten there first.

Fluttershy burst through the door, and gasped at the sight of Caramel standing in the lobby. He quickly tucked a piece of paper under his wing, and pulled a bouquet of white roses from his mouth.

“For you,” he said.

Fluttershy's eyes darted around the room. Various dresses adorned their racks and hung in neat rows. None contained a pony. “Where's Rarity? She was supposed to meet me here at dawn.”

“Forget about Rarity!” Caramel shook the slobbered-on flowers. “Why pine over her when you can have me? Do I not at all majorly sexy to you?” He puffed out his black chest, prominently displaying his red-streaked fur.

“Where's Rarity? What did you do to her?” Fluttershy's voice rose an octave. Her eyes darted around even more. “Rarity? Rarity!?”

Something dark passed over Caramel's face. He glanced at his wing, then looked her in the eyes. “If you must know, I vaporized her.”

“You what!?” Fluttershy squeaked.

“Poofed, gone, no more, gone forever. You can forget about her.”

“No!”

Caramel tossed over the floral disaster. It sadly flopped to the ground by Fluttershy's hooves. “I got them specially for you. You do like white, right?”

“Why would I want something that's been chewed on? Why do you keep chewing on them!?”

“For good luck!”

Fluttershy stuck her head in the door and looked around frantically. “Rarity?! RARITY?!”

Caramel snorted and stomped on the floor. “She'd dead! Give her up, already!”

The butterscotch pegasus burst into tears and ran away sobbing.

Noteworthy poked his head in the door. “Roses might be symbolic of love, but your slurping tendencies are symbolic of how much you suck at love.”

“Shut up, Noteworthy.”

Rainbow Dash huffed as she struggled to push the dark storm cloud into position. She gave it a hefty kick and the sharp peal of thunder cracked through the air. She wiped the sweat from her brow, smearing her war paint in the process.

“Okay, Twilight! Operation Thunderhead is a go!” she yelled to the ponies down below.

“Good work, that should get his attention!” Twilight's eyes scanned the streets as Applejack and Pinkie Pie dispersed the bystanders and urged them to flee. She put up a magenta shield bubble around the perimeter and started drawing magic circles in the street. “Remember, just because we can't be pulled through the portal doesn't mean that it won't hurt if A'Pos'Tro'Phe tries. The shadow denizen of Aaargh should be able to hold Caramel, but we'll still have to lure him out here first. Fluttershy, you're up.”

“On it, Twilight.” Fluttershy sniffled and wiped at her tear-soaked cheeks. She had to be brave, though. It's what Rarity would have wanted. She strode up and knocked on Caramel's door.

The was a crash inside the house as something valuable-sounding met with an ill fate. “Not another mirror! That was the third one this week.” The door cracked off it's hinges as an irritable red and black alicorn slammed it open with too much force.

Fluttershy eeped and backed off, but she snorted and flattened her ears. Seeing him in the flesh filled her with rage.

Caramel ignored her hostile stance. He grinned suavely. “I knew you'd come around. Nopony can resist my charm.”

“If you want me, come get me.” Fluttershy hopped backwards, towards the center of Twilight's magic circle.

Caramel stepped out, then glanced at the glowing rings on the ground and looked up at the dark storm cloud. He snorted. “You could at least try to be subtle. Even I can see that trap.”

“I'm right here,” Fluttershy sang. She tilted her head demurely and winked at him.

The red and black alicorn's face lit up. “Oh, Fluttershy! I knew you'd come around!” He ran out, disregarding his safety.

“Alpha!” Twilight yelled. Everypony but Caramel covered their eyes.

A huge bolt of lightning tore down from the sky and struck Caramel on his horn. The thunder shook the ground, rattling teeth and jarring paintings off walls. Caramel screamed and covered his eyes. He wasn't really hurt, but the unexpected shock had temporarily blinded and deafened him. He staggered in place and fell over.

“Beta! Charlie!” Twilight yelled.

Pinkie blasted him with a huge glob of tree sap and Applejack promptly hogtied him again.

“Hey!” Caramel spat. Despite the strength of his bonds, he still twisted his head around to look at the hostile ponies. “So, you brought the cavalry again. Well it won't work! It didn't work last time and it won't work now.” The red and black alicorn's horn sparked with electric black magic and he melded into a dark puddle. The ropes went slack and the goop oozed freely.

“Delta!” Fluttershy yelled.

Twilight flared her horn and tore a hole through the very fabric of existence. A weird guttural sound echoed from rift. It was felt with the body, and not with the mind. Dripping, oozing, writhing, two-dimensional, pastel tendrils poured out, flush with the ground, they snaked out, probing the area. One pink tendril wrapped itself around the shadow of a tree branch. With a yank and a sharp crack, the branch was broken off and dragged by its shadow into the void. Rainbow Dash flew around with a bright lantern. With the sun obscured by the rainclouds, her light source was bright enough to ward the beast with too many apostrophes in its name away from her friends.

Many colorful tendrils wrapped themselves around Caramel's black form. “What in Tartarus!?”

“No, not Tartarus, Aaargh,” Twilight corrected. The purple alicorn shook with fury. “Regardless, the point is moot. You'll for all eternity for your crimes.”

“All eternity!? Isn't this extreme!?” Caramel's shadow struggled futily as the creature dragged him towards his hellish doom. Its guttural growls made every organ in the bodies of those present uncomfortable.

Fluttershy sniffled. “I loved her, and you took her away.” She raised her head and looked up at the storm cloud. “For eternity. I-I—” she covered her eyes with her hooves and sobbed.

“You endanger us all with your reckless use of magic!” Twilight flared her horn, preparing to close the gate. “You must be sealed away where you can't ever return!” She sniffled. “I liked her too. She was my friend.”

“NO!” Caramel screamed and black lightning sparked from his shadowy form. It jolted A'Pos'Tro'Phe, and its tendrils writhed and slithered in odd dimensions. The colors faded, and the once rainbowy horror was now a dull gray. It's unearthly cries changed tone, irritating bone instead of flesh.

“What!?” Twilight's eyes popped open. “No! That's not possible!”

Caramel cackled and snapped back to his pony form as the beast released him. “It looks like it is. I found a more agreeable horror for you to play with!”

“Twilight, it's not responding to the light!” Rainbow Dash yelled.

“Fluttershy, run!” Pinkie ran over and kicked at a tentacle that was aiming for Fluttershy's shadow. It did her no good. Her hoof passed through the air above the flat beast and it wrapped around her own shadow instead.

“I'll save ya, Pinkie.” Applejack grabbed her friend's tail and pulled. The beast was far stronger, though, and both got dragged through the dirt.

“No!” Fluttershy hovered backwards, but didn't go far.

“Fluttershy, you have to run!” Twilight blasted the ground with her magic, but that didn't seem to phase the creature. “If Caramel catches you, the world is doomed!”

Fluttershy nodded and flew out of Twilight's protective bubble. She lingered there, as she wanted to know the fate of her friends.

“Caramel! What did you do!? I can't close the portal now!” Twilight kept firing bolt after bolt into the beast, but all that did was to mar the ground the beast was resting on.

“Dunno, but it worked. That all that matters to me.” He shrugged.

The gray tendrils had ensnared Twilight and Rainbow Dash too. All were being dragged towards the void. Applejack let go of Pinkie's tail, She'd been too badly ensnared to offer any more resistance. “Uh, when y'all said 'painful', did ya mean fatal painful, or...?”

Twilight's horn sparked and a magenta glow wrapped around all of her friends. “Hold on! I'm teleporting us out of here.”

“No.” Caramel zapped Twilight's horn with a blast of black lightning just as her spell started to take effect.

The scene that followed would be etched into Fluttershy's mind for the rest of her life. The null lighting arced from pony to pony, dropping them back into the beast's grasp. A'Pos'Tro'Phe's wailing now grated at the soul. The beast changed colors again, to red and black. When Caramel nulled Twilight's magic, he'd also cut off the source of the portal's power, severing a part of it and trapping it in an incompatible three-dimensional world. Without an anchor to its home world, the beast exploded in a blast of wild magic. This mixed with Caramel's null lightning, corrupting it further. Dastardly magic washed over the four helpless ponies, and Fluttershy watched in horror as they all turned to stone.

Caramel grinned. He looked straight at Fluttershy, and she fled. She fled as fast as she possibly could. This was a total disaster of epic proportions. She'd lost them all.

Fight over, the townsponies came out of hiding to view the aftermath. They gasped when they saw Caramel's wind-whipped form looming over the permanently-terrified forms of the petrified ponies. All of them bowed before him.

“L-Lord Caramel.” The mayor bowed. “P-please spare us.”

“I-huh?” Caramel blinked. “Wait, I'm a real lord now?”

“Um, I guess.” The mayor glanced up with fear in her eyes. “We can't really say no.”

“I can like, make laws and stuff?”

"W-well, I suppose."

“Cool! As my first order of business, I'm going to ban the use of noses.”

“You're... what?”

“They're always bothered me. They get clogged up easily and you can live without them.”

All the ponies opened their mouths and started huffing.

“Much better!”

Noteworthy groaned. “Wow, you really redefine what it means to be a mouth-breathing idiot.”

“Shut up, Noteworthy.”

Spike sat mournfully at the table. A heart ruby sat next to a picture of Rarity, and candles dribbled all around them both. He grabbed the picture and kissed it. “I'm sorry I wasn't be there to save you.” He sniffled. “I'll really miss you.”

The door burst open and a wind whipped at his shrine, agitating the candles. “Spike! There's no time for mourning now! We have to flee!”

Fluttershy ran to the closet and pulled out a frilly blue saddle. She slapped it around her waist and yanked on the strap, trying to tighten it.

“Flee!?” Spike jumped up and ran over. His heart thudded in his chest when he saw the panicked look in her eyes. “Wait, what happened? Where are the others?”

Fluttershy placed a hoof on his shoulder. She locked eyes with him. “Spike, they got turned to stone.”

“They what!?” Spike thew up his arms. “Noooo!”

“I'm sorry. Everything went wrong. Caramel will be here at any minute, and we have to warn the other princesses!”

“Oh, but I think they already know.” A familiar voice hung in the air as a draconequus walked through a gateway of his own creation.

Fluttershy perked up. “Discord! Am I glad to see you.” She flew over to hug him, but he touched her nose and pushed her away with a talon.

“Oh, no. You've got it all wrong. My name is Disinterest. And frankly, I could care less.”

Fluttershy gasped. His beady red eyes had been replaced with gray hollows. “No! Not you too!”

“Humph. I don't even know why I bothered.” Disinterest waved a paw and promptly vanished.

The door creaked open and three princesses walked in. Celestia, Luna, and Cadance all had goofy smiles on their faces and gray, dispassionate eyes.

“Why hello there, Butterfly.” Celestia waved.

“Um...” Fluttershy stood there. She was close to panicking. “W-what do you want from me?”

“Us? I don't think we want anything.” Luna snorted. “This is the floozy he wants? Seriously?”

Cadance made some slurping and smacking noises and blew a bubble larger than her own head.

The door opened again and Lord Caramel waltzed in. He had a huge grin on his face as he leaned up against the giant, crystalline door and pushed it shut with his body. “As you can see, all those left who had a chance to oppose me have fallen under my influence. Give up, Fluttershy, it's over.”

“No!” Fluttershy glanced at the invaders. The princesses seemed mostly disinterested, but they were blocking the obvious exit.

“Don't you dare touch her!” Spike jumped between them. “Run! I'll hold them off!”

Caramel took a step forward, but his eyes went wide and something stopped him.

“Feisty little thing, aren't you?” Luna snorted and narrowed her eyes. “Aren't you a little small for that?”

“Small? I'll show you who's useful!” He took a deep breath but had the wind knocked out of him when Fluttershy picked him up. “Oof. Hey! What was that for.”

“Spike, don't hurt them. It's not their fault,” Fluttershy said.

Caramel grunted and scrapped his hooves on the ground, failing to go anywhere. “Hey! What did you do to me!? Why can't I move?”

“Um...” Fluttershy watched as he struggled, flailing his hooves uselessly. He was a formidable, dangerous opponent, but it was hard to take him seriously just them. “We'll be going, now.” Still holding Spike, she flew up the stairs towards the open balcony and left the castle.

Caramel grunted and snorted. “Wait! What are you doing!? Stop her!” he yelled.

The bubblegum burst and Cadance flailed around helplessly. “Halp, halp, I'm blind!”

Luna snickered. “Bah. Let that frumpy thing go. Why bother with that little one when you can have us?” She batted her eyelashes and seductively ran a hoof through his mane.

Celestia joined in and brushed her tail against Caramel's muzzle. “You're right, sister. That little thing doesn't hold a candle to us. We want you, Caramel.” She huffed and pecked him on the cheek. “We want you to show us your true glory.”

“Aargh! Useless!” He grunted and scratched at the floor, still unable to move. “I don't know how you managed to trap me, but it's only a minor setback! You will be mine, you hear me?! You will be mine!”

Noteworthy opened the door and Caramel promptly fell flat on his face. “Dude, you do realize that your tail's been stuck in the door the whole time, right?”

“Shut up, Noteworthy.”

Weeks later, Fluttershy huffed from weariness. All of her constant running and flying was really wearing down on her. Caramel was nothing if not persistent. She'd managed to loop around and return close to Ponyville. Specifically, she was heading towards the cave near the castle of the Royal Pony Sisters in the Everfree Forest.

“Are you sure this will work?” Spike asked. He glanced behind him as he ran after her.

“No, Spike. It's a long shot, but we don't have many options left.” Fluttershy felt the wind rustle her mane. The weather in this place was always eerie, but she'd been here so much that it left a familiar touch on her face. It brought back many memories and she felt her eyes water. “If there's any hope of saving my friends, we have to try.”

The two of them walked with long shadows behind them. The sun was low, but it was hard to tell what time it was since this new version of Celestia hardly ever did her job. Deep in the ravine, they listened for the sound of dripping water and hurried along when they spotted the entrance of the cavern. She had no idea if it was possible to take them back, but the Elementa of Harmony were the only things she knew of that were strong enough to undo a stoning spell of that magnitude.

Her hopes were dashed when she saw the tree.

“No!” Running inside, she looked up at the once-great crystalline plant. Fully two-thirds of its limbs appeared to have died. It's sparkling bark and leaves had faded into a dull, gray bark.

“What happened to it?” Spike asked.

Fluttershy sniffled. “Spike, it's worse than I feared. We really are the Elements of Harmony now. So when my friends got stoned, the tree...” She hung her head. Why should she bother to hold back her tears? If she couldn't save them, why should she even continue to fight?

“It looks like the branches of kindness and generosity are still healthy, though.”

“What!?” Fluttershy jerked her head up. Now that she'd gotten over her initial shock, she could see that what he said was true. “Rarity...”

“Do you think she's still alive?”

“Spike! She has to be! But...” Where had she gone? Why hadn't she come back? What had really happened to her? “Spike, something doesn't add up. If she's alive, then why is she still gone? I miss her greatly, but I don't want to get my hopes up.”

“C'mon, Fluttershy! This is the only break we've had.” Spike kicked at a rock and pounded a fist against the wall. “I hate all this running, running, and running! I want to do something!”

Fluttershy sighed. She stood very still and looked up at the tree. “Spike, I think we should split up.”

“What! But, Fluttershy—”

She snapped her head to look into his eyes. Her pink mane swished as she moved. She was dead serious. “Find her, Spike. Find her and keep her safe for me. Aside from me, you're the only left who's safe from Caramel's corruption.”

“—and Rarity—” he added.

“Yes, and Rarity.” She nodded. “None of us can oppose him now, but you, you'll be a big dragon eventually. I'll keep running, Spike. But in the end, you might be the only one who can save us.”

There in the cavern, the soft, yellow pony grabbed the spiky dragon for a hug. “Stay safe, Spike.”

“You too, Fluttershy.” He hugged her back.

Meanwhile, Caramel was trying to get away from three eager princesses who all wanted to braid his hair. “Aaugh! I knew I shouldn't have tried asking for your help again! How did three loons all manage to be so useless!? I wish I could re-do the personalities I gave you.”

“Nonsense!” Luna said. “We're perfect as is.” She stuck a banana in her ear.

“Perfectly sexy,” Celestia added, with a banana.

“Perfect like a frozen popsicle smothered in honey which is slowly dripping over a large, erect banana.” Cadance added.

All of them looked at her.

“What?” she asked.

Noteworthy poked his head out of a basket. “Well, Caramel, it looks like you're officially royally crazy.”

“Shut up, Noteworthy.”

Fluttershy gulped as she looked at pony sitting next to her. She had no idea how he managed to keep finding her, but Lord Caramel had finally caught up with her. Now, there were on a date. The Ferris wheel lurched into motion. Her heart sank as her seat rose.

“Fluttershy, who do you insist on being so difficult?” Caramel asked. “I have infinite cosmic power. I can give you anything you could ever desire. I have a dead sexy body.”

Fluttershy avoided his gaze and stared at the mangled, drooled-on rose he'd given her. He never did manage to break that habit. “Caramel, I don't like you. You're a horrible pony.”

“Humph. You can't still be upset about your old friends after all these months! They were asking for trouble, anyway. They deserved it!”

“Them? The nicest ponies I've ever met? All Pinkie ever wanted to do was to make ponies smile! How did she deserve to be stoned?”

“By opposing our love! Forget about them. They're in the past. I'm the pony for you now.” He puckered his lips and leaned over.

Fluttershy smacked him in the face with her floral flopsicle. Their seat rose higher, and soon they were towering over the landscape. “Even if I could somehow forgive you for hurting the others, we're still not friends. I could never love you.”

“Why not!? I have everything! You have nothing! C'mon! Be reasonable, here. Name something you want of me. Something, anything! I'll get it for you. For us. For our love.”

Fluttershy sighed. She stared at her wilted plant. There was one thing. There was more at stake here than just her innocence. She had an obligation to make a sacrifice if she could protect the world. “Caramel, give up your power.”

“What?” His eyes widened. he blinked. “Give it up? You can't be serious! I'm just now starting to learn how to really use it. It's amazing! I can get anything I want.” He grinned and a spark from his horn zapped the machinery. The ferris wheel lurched and came to a halt. Their seat swung back and forth freely at the top of its arc. “Even you. We're trapped up here now. There's no way out. You're stuck with me, and I won't let you leave until I've gotten my way. We are going to kiss, and we are going to go all the way.”

“Caramel, you are an idiot.” Fluttershy slapped him and jumped out. She spread her wings and soared off.

“You can fly!? That is so not fair!”

Noteworthy crawled out from under the seat. “Dude, you do know that you have wings too, right?”

“Shut up, Noteworthy.”

It had been nearly a year since Caramel had first transformed into a red and black alicorn. Fluttershy had done her best to evade him, but he got lucky. She'd made a mistake, and now she was trapped.

Fluttershy had remembered something, and returned to Ponyville with a desperate plan. The cockatrice hadn't been able to unpetrify her friends, and she really should have fleed, but for nostalgia's sake, she went to visit Carousel Boutique.

The shop was dusty and spider webs littered the racks and corners of the room. They covered the dresses and the mannequins and everything looked so still and quiet. Part of Fluttershy was glad that nothing had been disturbed since she’d left, yet at the same time, it didn’t make much sense. What about Sweetie Belle? What about the other seamstresses? Surely somepony would have wanted to use this place.

She hung her head and sighed. So many ponies had changed. Hundreds of lives had been altered to suit his whims. So many ponies now worked exclusively for him. Some of them—some of them were even competent.

Rustling and shuttering noises made Fluttershy’s heart lurch. The windows around the room all locked and barred themselves magically. She glanced around in desperation, but all exits were sealed—except for the main entrance. A tan stallion stood in the door with an evil grin on his face.

“Trenderhoof, you don’t have to do this. This isn’t the real you.”

“Pah. You’ve evaded Lord Caramel long enough. It’s time that you were finally put in your place.” Trenderhoof spat on the ground to show his disgust.

“But he’s evil! Can’t you see that!? He turned you into somepony else! You’ve not supposed to be this way.”

Trenderhoof huffed. “Be that as it may, I’m still who I am now. And besides, the reward for your capture is worth any price.” His horn glowed a brilliant green as he shot fireworks in the sky. That was the signal. Caramel was coming.

Fluttershy whimpered and dove under the racks of abandoned dresses. A dusty cloud wafted in the air, irritating her sensitive nostrils. It wasn’t like trying to hide would do her any good, but that was just added insult to her terror. “Achoo!” The rack shook with the movement of her dainty body.

“Well if that isn’t just pathetic.” The sneering, condescending voice of Lord Caramel filled the room.

Fluttershy gasped and backed away. She ran over to a window and struggled to open it, but it failed to budge. Her panic rose as the red and black alicorn approached her. “S-stay back!”

“No.” He held out a slobbered-on rose. “You don’t have a choice. You never had a choice.”

“N-no…” Her eyes widened and fixated on the horrid floral mess. He’d deflowered the flower, like he planned to do to her body. She was no virgin but… his eyes told her to expect no mercy.

“P-please, you don't have to do this.” She slunk away from him and whimpered. Still, he approached, and his red and black smile grew wider with each step.

“Fluttershy, love, don't resist and you'll enjoy it.” His eyes sparkled with venom. “Or do... and I'll enjoy it even more.”

She cried. She knew it was no use, but she struck out anyway. Her blows bounced off his impenetrable hide. Dash had been right. It was like trying to kick a mountain. He grabbed her and forced her against the wall.

“Turn around, and we can begin.”

There was a scream that abruptly cut off. It came from outside. The door to the boutique cracked and splintered. It creaked and fell off its hinges. There in the entrance, lined by the radiant glow of the sun, was a majestic white figure with an immaculately curled purple mane.

“Rarity!” Fluttershy's eyes widened and her ears perked up. “You're okay!”

“You!” Caramel snarled and turned around. “How dare you show up to interrupt the crowning moment of my final victory!”

“Sorry, darling, but you'll have no victory. I have returned. And I will destroy you.” Rarity snorted. Her narrow eyes sparked with determination. That sparked like fire.

“And people call me a fool. I am invincible! I've defeated every monster, every princess, lord, king and queen that have tried to oppose me. You're just a lowly pudgy unicorn! you stand no chance against my might! I rule this world with absolute power!”

“Rarity, he's right!” Fluttershy trembled in her corner. “We can't stop him. We don't have the power.”

“It's unbecoming of you to tremble in fear like that, dear. You have a backbone. Use it.”

Fluttershy gulped. She stood up and nodded. This likely wasn't going to end well, but she'd help where she could.

“You should have stayed vanished like your note said! Now I'm going to vaporize you for real like I said I did all those months ago.” He shot a black ball of pure energy at her. It was met halfway with a large gout of green flame. The dragon fire vaporized the hostile spell, turning it into a fine waft of glittery magical smoke.

“Wh-what?” Caramel's eyes widened. “H-how?”

Spike leaped out of Rarity's saddlebags and landed on the floor between them. “As you can see, Rarity's in no condition to be doing any heavy fighting today, so as her proxy, I'll be delivering your ass-kicking today.”

“Why you little whelp! I'll flatten you!” Caramel shot several more magical beams at him, and he responded by vaporizing them, just as he he had before.

“Oh, pu-leeze, is that all you got? You tried that already,” Spike taunted.

Fluttershy ran around the room and helped pull Rarity through the door. The heavy unicorn waddled as she walked. “Rarity are you okay? Since when could Spike do that?”

Rarity had her eyes fixated on the fight, but she shot a glance to smile at Fluttershy. “The poor dear felt responsible for what had happened. He'd missed the action, and he's been training himself very hard to make up for it.”

“Can he... win?” Fluttershy asked. Spike deftly evaded a tossed table and rolled under the alicorn to scratch at his belly. Spike's claws left no mark, his his actions clearly irritated the red and black alicorn.

“Probably not, but all he has to do is weaken Caramel and I can finish him off.”

The two ponies watched as the fight played itself out. Magical bursts ended in smoke. Dresses were shredded, trampled, and burned. Items were tossed, smashed and broken. Caramel hadn't been able to land a solid hit on the little dragon, but Spike had yet to injure his opponent. His claws were as useless as his fire. A sparkling haze filled the room.

“You're annoying, but you'll lose. You can't hurt me, and all I have to do is hit you once.” Caramel lobbed a magical bolt of black lightning. It was met by green flame. Caramel grunted and lowered his head. He charged into the inferno.

Spike screamed and there was a crash. He wound up pinned to the wall with Caramel's horn through his shoulder.

“Spike, no!” Fluttershy gasped. he looked like he was losing a lot of blood. It dribbled down the length of Caramel's horn, adding more red to his black.

“Ha. I've got you now. You're out of tricks. Any last words, scum?”

Spike grinned despite his obvious pain. “Oh, I'm not out yet. I've got one more trick. I call it: Return to Sender.” With that, he snapped his free claw. The haze that had been lingering in the room rushed towards the red and black alicorn.

“What?”

All at once, hundreds of lightning bolts, and black beams all materialized simultaneously and struck the alicorn with enormous power. There was a huge explosion and half the wall blew out. When the dust settled, Carmel lay there whimpering in a heap. Fluttershy ran past him and picked up Spike, who was looking very worse for wear. She tore apart a dress and started tending to his wounds.

“Di-did I get him?” Spike asked.

Caramel coughed and shakily stood up. “T-that was impressive, but it wasn't enough.” His leg gave out and he fell over. “Once I can get back up, you are s-so dead.”

“No!” Spike spasmed and coughed up blood.

“Hold still, Spike. I have to stem the bleeding or you won't make it,” Fluttershy admonished.

“It's okay, Spike you did good.” Rairty kissed him on the cheek. “It's my turn.”

“You? What can you do to me?”

Rarity walked over and looked down at him. “Caramel, I know your weakness. Only weapons made from your own flesh can hurt you.”

“Pah! What good does that do you? I'm not going to give you my body so you can kill me with it.” His face was covered in blood, though it was unclear whose blood that was.

“Oh, but you already have. I carry within me the power to defeat you.” She scoffed and turned her back on him. “I didn't leave just to prevent you from using me against Fluttershy. For the last ten months, I've been training in sheep territory with the Tibleatan monks at the Temple of Ogaudno. It was there, that I learned the forbidden art of projectile birthing.”

“Projectile WHAT!?” Caramel's eyes bulged out as a purple tail lifted out of the way.

“And you, little one. I'm sorry but you've overstayed your welcome.” Rarity's horn glowed and magical rope wrapped around her midsection. “This is maypole dancing with my gastrointestinal tract around my bladder.”

Rarity took a deep breath and heaved. A massive ripple of muscle contraction rolled through her flesh. At the same time, the ropes tightened, enhancing the squeezing effect. There was a 'pop' and a screaming white foal soared through the air and struck Caramel square on the chest. The foal's horn penetrated his hide and pierced his black heart.

He gasped and slumped to the ground, never to rise again. He coughed and gasped. With the last bit of his strength before he died, he turned to look at the baby girl who was bleeding the life from him. “She-she has my blue eyes.” He laid his head down. There was tear in his magically-altered red eye. He stopped moving.

“Is-is it over? Is he really...?” Fluttershy asked.

“Almost.” Rarity held up a hoof, warning her from approaching the body.

Black and red energy crackled and sizzled. Caramel's body hissed as the energy leaked out. His fur color returned to its original tan shade and his ill-gotten wings and horn faded away. He looked pathetic in death.

“Awg-bwaa.” A tiny white hoof reached up and touched the shiny energy sphere of ultimate corruption. Red and black lightning shot towards the foal, but the baby giggled and hiccuped. The reds and blacks beamed out, arced back, and bounced off. Beneath those colors was a core of gold and white. This pure energy collected on the baby's horn, then burst out in a massive wave that shot throughout the entire world.

Every pony who had gray eyes returned to normal, and four statues returned to life. Ponies milled about dazed and confused. Their lives had been permanently altered, but they were once again in control of their own destinies. They could piece things back together, and work on rebuilding their old lives. As for the Alicorn Energy Sphere, it was no more. It had finally felt the touch of a pure and innocent soul, and had dissipated for good. Babies less than a minute old tended to qualify for that.

Rarity walked over and picked up her child. She stroked the baby's green mane and gave her a bottle of milk. “Fluttershy, I don't mean to impose, but I really need to go to the hospital right now. I might be doped up on painkillers right now, but even I can tell that I did a lot of damage to myself back there. Can you please take care of Dues Ex Utero for me? I-I—”

“Of course I will. You don't have to ask.” Fluttershy turned her worried glace to Spike, who'd stopped moving. “He's still breathing, but I'm worried about him. Can you walk yourself? I have to carry him.”

Rarity nodded silently.

“I'm so glad you're back, Rarity. I-it was awful but—”

“Everything's better now that we're together again.”

“Yes. Yes it is.” Fluttershy nodded. “And we have Dues too. We'll be the best parents ever.”

Rarity smiled and nodded. They hada lot of recovering to do, but it was good to see Fluttershy being optimistic again.

A blue stallion stood in the door with his jaw dropped to the floor.

“Do you have something to say?” Rarity asked him.

He picked up his mouth and shook his head. For once in his life, Noteworthy shut up.