After the growls and shrieks of the mysterious creatures outside had died out, Rarity and Fluttershy were left in utter silence. The two didn’t speak much out of fear, and when they did speak they only raised their voices to a low whisper, forcing them to huddle close together just to communicate with each other. It was a good thing that they were right next to each other anyway. Without the reassuring sound of breathing and the warm feeling of their bodies touching, the two mares might have gone crazy from how stressful the situation was.

It was pitch black in the already eerie bathroom. Although the dark and cold atmosphere was wreaking havoc on their imaginations and nerves, the two ponies were deathly afraid to do anything to give away their position. Even the smallest light might have shattered their already fragile bubble of false security.

Finally, after waiting in darkness for the longest time, Rarity lit up her horn to cast a dim light into the room. It was small enough to be discreet, but bright enough for the pair to see each other and a little bit of the room around them.

“Are you sure you should have a light on?” Fluttershy asked in a nervous whisper.

“I can’t stand sitting in the dark any longer… my nerves are tense enough as is. I don’t need any irrational fears adding onto the rational ones I already have.” Rarity replied in a disheartened tone. At this rate, she was wondering if she would ever leave this room alive.

“Ok… I can’t blame you there. I just hope that they don’t find us.” Fluttershy fretted with nervous optimism. She was glad that the room wasn’t pitch black anymore, but she also feared that the light would attract unwanted attention.

“I’m afraid that it’s only a matter of time before we’re found out… we need to get out of here somehow.” Rarity said anxiously. The thought of leaving their sanctuary terrified the yellow pegasus.

“Maybe we should wait here? I’m sure that the others will find us soon…” Fluttershy said with a slight twinge of doubt filling her mind. She hoped that they would be found by their friends before they were found by whatever monsters had broken into the station, but she knew that this was wishful thinking.

“M-maybe you’re right…” Rarity replied nervously while reconsidering the idea of going outside. She wanted to be brave enough to just waltz out of the bathroom and sneak through the station, but the white mare lacked the ability to sneak around deadly creatures while remaining calm enough to make rational decisions.

Seeing her friend giving up on their only plan of escape made Fluttershy sigh sadly. It wasn’t so much that the unicorn had chickened out. She herself was scared out of her wits after all. It was the fact that neither of them was capable of coming up with a valid exit strategy that didn’t involve them endangering their lives.

The more she thought about their lack of a plan, the more the timid pegasus thought about the probability of them dying in this dark bathroom. As she pictured her friends only being able to find her dead body strewn across the floor, Fluttershy began to tear up.

“*Sob*… *hic*…” Despite her best efforts to suppress her feelings of sadness, the yellow mare couldn’t stop herself from crying slightly.

Rarity glanced over to her weeping friend. She was trying her hardest to stay quiet, but it was almost impossible to stifle her sobbing. Even her breathing was shaking from how distraught she had become. The white unicorn felt bad knowing that her friend was in so much distress.

“What’s wrong?” Rarity asked sympathetically. The yellow mare wiped her eyes and tried her best to stop her trembling voice.

“What if… *sniff* W-what if we don’t make it out of here?” Fluttershy asked in a distressed tone of voice.

The white mare was unsure of how to comfort the sobbing pony. She felt just as hopeless as the pegasus did, she was only handling it slightly better. Still, she had to think of some way to reassure the yellow mare. She wouldn’t feel like a good friend if she didn’t.

“Hey… don’t think about things like that.” Rarity said in a soft tone while wrapping a foreleg around the distraught pony and pulling her closer. Fluttershy wept for a while longer before ceasing her outbursts to a few sniffles as she allowed the unicorn to hug her gingerly.

“We’re going to be fine. You have me to look out for you, and I’m not going anywhere without you.” Rarity stated with a confident smile.

Fluttershy looked up at her friend while getting the last few sobs out of her system. She felt much better knowing that the unicorn was going to be with her during this time of crisis. If she were alone, she would probably break down and cry in the fetal position off in a corner, but she felt a lot more confident with a friend nearby.

“T-thanks Rarity… I don’t know what I would do without you here.” Fluttershy said while managing a slight smile. Seeing the yellow mare’s spirits lifting made the white mare happier by extension.

“Of course darling... I’m just glad that both of us came here together. I shudder to think of what would have happened if only one of us ran down here and got stuck by themselves.” Rarity added in a relieved tone. Although she would rather the yellow mare be safe and sound with the others, she was glad that she wasn’t alone.

“Now all we need to do is wait until the oth-” Rarity started to speak up when she was interrupted by a sizable pounding on the door they were up against. Along with this jarring thud, a few animalistic growls rang out from right outside.

The two ponies froze up in fear and became dead silent. Rarity shut off her light and braced herself against the door with her pegasus companion. Although the creature outside seemed to be only curiously slamming against the door rather than fighting to get in, it was still strong enough to warrant the ponies holding the door closed.

Soon enough, the growling shifted to sniffing. Whatever was on the other side of the door seemed to be looking for signs of life inside of the closed off room, even if it could probably just barge right in with enough effort. Rarity could feel the cold sensation of the monster’s breath through the seam in the door. She cringed fearfully as she expected the creature to discover their presence through smell alone.

The two were clenching their teeth so hard that they were afraid of them breaking. Rarity glanced around nervously, while Fluttershy kept her eyes closed. She couldn’t handle pitch blackness on top of a monster being right outside, so she kept her eyes closed and waited in the relatively more comfortable darkness of her own eyelids.

Finally, the creature let out a dissatisfied growl and moved away from the door. The pair could hear loud thuds as whatever monster was just behind the door walked away slowly. Judging from the sound of its footsteps, the two estimated that the beast was large.

Letting out a sigh of relief, the ponies leaned back against the door in a more comfortable position. Rarity lit her horn up again while being careful to not make it too bright. Now that the danger had passed, the relatively safe atmosphere they had grown accustomed to returned to the bathroom.

Rarity then turned to her yellow partner with a more anxious expression. She knew that they were getting extremely lucky with not being found out and that their luck was most likely going to run out at the worst possible moment.

“We need to get out of here… we can’t just stay here and let them come to us. If they get in, we’re goners I’m afraid.” Rarity stated nervously. She hated to be so blunt, especially to the timid pegasus, but it was the truth after all. The bathroom they were in had no windows and no other way out other than the door.

Fluttershy gulped nervously. She agreed with the white mare, but the mere thought of going outside sent a series of cold chills up and down her spine. Finally, she nodded slowly in agreement with her friend’s plan of action.

“Ok… I’m with you.” Fluttershy said apprehensively. She didn’t like the idea very much, but she didn’t like the fact that she was essentially in a dead end either. If she didn’t leave soon, this dead end would stop being figurative and start being very literal.

“Just stay behind me, and keep close and quiet. We don’t want to attract any of them if possible… and we certainly don’t want to attract fifty of them if we’re just running from one.” Rarity said in a calm tone. She wanted to get all of the planning out of the way when she was thinking straight and not terrified out of her mind.

“What are we going to do? Are we just going to head back to the others?” Fluttershy asked curiously. She wanted to be sure of what was going to happen when that door opened.

“That’s the plan… but if we can’t do that, we’re just going to try to stay hidden from whatever those things are until someone finds us.” Rarity replied.

“Ok…” Fluttershy said while mentally and physically preparing herself for what was to come. She took in a few deep breaths while getting up and walking behind the unicorn as she huddled near the door handle.

However, the more the yellow mare watched her friend getting ready to open the door, the more anxious she became. The mere thought of wandering around pitch black corridors with terrifying monsters lurking around every corner made her whine softly.

“Wait a minute!” Fluttershy stated frantically to halt the unicorn’s progress in opening the door.

“What?” Rarity asked curiously while turning to see what had spooked her companion.

“What if they can see in the dark…? They are shadow creatures after all… maybe we should just use the light.” Fluttershy suggested anxiously. She hated the idea of the monsters being able to see her when she couldn’t see them.

“Good thinking…” Rarity said while thinking further about the issue. The strange bird creature most likely didn’t find them earlier because the white mare only opened the door to a small crack, and even then she recoiled so most of her body was concealed.

“Ok, we can use my light. They probably would be able to see us anyway. I’ll just turn it off when we hide… they might be able to see us in the dark, but they can probably still tell if a light is coming from any hiding spot we pick.” Rarity resolved while lighting up her horn. Satisfied that she would be able to see where she was going, Fluttershy patiently waited while the white mare gathered the courage to open the door.

Slowly but surely, Rarity pulled down the handle and opened the door. As she expected, the hallway was pitch black and quiet. All of the ponies in the area seemed to have relocated to another location. At least the two mares hoped they made it to another location.

The pair quietly exited the bathroom and slowly closed the door behind them. Now that there was no turning back, they moved forward anxiously and hoped that they could avoid any of the creatures roaming around.

Darting their eyes around to scan their surroundings, the two inched along the hallway while keeping low to the floor and using the walls as cover. Every open door or intersection they passed made them pause fearfully to look around. They felt so exposed and defenseless, half expecting a monster to be waiting around every corner they came across.

“Are we going the right way?” Fluttershy whispered anxiously. They hadn’t made many turns in their rush to the bathroom, but it was almost impossible to find their way around the already foreign building in relative darkness.

“Yeah… I think so.” Rarity replied with slight hesitation. She hoped that she hadn’t been leading them astray all of this time, but she was fairly confident in her recollection of the path they took to get to this part of the station.

Although they were essentially walking through empty hallways and open areas, they felt as tense and nervous as they did back in the bathroom. The eerie silence around them was what was affecting them the most. The two mares didn’t even hear the distant sound of ponies or the grunts and growls of the creatures they had expected since their journey began.

“Where is everyone?” Fluttershy thought out loud while glancing around. They weren’t finding any signs that there had been any struggles in the hallways. As morbid as the thought was, she at least expected to find a few bloodstains, or even a dead body or two. The only indication they could see that ponies had even been through the area was a few chairs spun around and a few papers and cups knocked over on desks and tables.

“I think that most of them must have gotten away… they did have a little bit of forewarning after all.” Rarity replied. The unicorn did feel scared and relatively alone with the lack of activity around her, but she was glad that most of the ponies in the building had apparently run to safety.

“Good… I hope that the others are alright.” Fluttershy fretted nervously.

“I’m sure they’re a lot safer than we are with Tom, the princess, and Brimstoke’s team. Not to mention all the guards that were in the room when we left.” Rarity added in a reassuring tone.

With the reaffirmed confidence that their friends were safe, the two ponies continued on their path. They had to reach safety, for their sakes, and the sakes of their friends and family. The thought of being in a safe place drove them onwards, thankfully they didn’t have much farther to go.

“We should be there soon… I think the room is just down this hallway.” Rarity announced happily. Fluttershy smiled eagerly at their miraculous progress. At this rate, they wouldn’t have to see any of the horrific creatures waiting in the dark.

With spirits raised higher than they had been since the power went out, the two mares hurried as fast as they could while remaining silent. They couldn’t wait to burst through the door and into the room to be greeted by the happy faces of their friends.

*Grrrrrrrrrr*

Suddenly, a low and guttural growl erupted from the hallway in front of the pair. They slowed down and paused for a moment, unsure of what they had just heard. The noise was so low-pitched and quiet that it was questionable whether it was real or a figment of their imaginations.

“D-d-did you hear t-that?” Fluttershy stammered fearfully while scanning the blackness ahead with wide eyes.

“I was hoping that I imagined it… but if you heard it too…” Rarity said with a feeling of dread slowly filling her stomach. She started feeling the sickness from before returning due to the stress her body was going through.

*Grrrrrrrrrr*

The noise came again, only this time it sounded much closer. Along with the growling sound, the ponies could hear the sound of something dragging along the ground. As the terrifying noises drew nearer and nearer, the two could almost swear that they could see something moving low to the ground just past the edge of their bubble of light.

Rarity and Fluttershy both cowered with their heads low to the ground. They were trembling slightly as the noise drew closer and closer. They could practically see themselves getting eaten alive by whatever horrific abomination was heading their way.

Before the anxious mares could contemplate turning around and running, they suddenly saw a long black shape jutting into the light. As the odd creature moved forward, its entire body came into view. Whatever it was seemed to have a serpent-esc body, but its head was far from belonging to any serpent they had ever seen. Its head and mouth were elongated, tapering off to a slightly thinner snout. Its mouth was full of needle-thin teeth that jutted out around its closed jaw and overlapped in places.

The entire thing resembled an alligator without legs, although it wasn’t missing appendages completely. At the front of what the ponies could loosely call the monster’s torso, two arms with clawed hands jutted out to the sides. One resembled a normal alligator leg, while the other was slightly larger and more deformed looking. The only way the creature was able to move was seemingly to use its mismatched arms to pull itself along. It also had the same sheen on its dark skin that other shadow creatures had, although its skin didn’t look like it was shifting around in place.

Once it got all the way into the light, six red slits opened up along the creature’s head in two rows. Now that it could see the two animals in front of it, it opened its mouth and growled again. The low noise made the hair on the back of the pair’s necks stand up. Upon opening its mouth, the ponies could see that it had even more needle sized teeth all across the top and bottom of its mouth, even going past the slimy tongue that flickered back and forth at the back of its mouth. The beast seemed to be horribly disfigured as far as nature was concerned. The only purpose for its bizarre body and features seemed to be scaring the living daylights out of whatever came its way.

“Gah!” Rarity yelped in fright while recoiling from the vicious looking monster in front of her. Every fiber in her body was telling her to run away screaming, but part of her thought that fleeing would enrage the monster to the point of it defying logic and outrunning her despite its handicapped appearance.

“What is that?!” Fluttershy asked in a panic while stepping back to join her friend. The more the two mares stepped back, the more the creature slithered forward.

“I don’t know! Maybe… maybe we could slip past it?” Rarity suggested nervously while observing the creature. As horrifying as it looked, it didn’t appear to be able to move fast. However slow it might have been, if it clamped onto one of them on their way past with its hundreds of teeth, there wouldn’t be any chance at breaking free.

“I’m not sure if I want to…” Fluttershy stated while anxiously staring at the monster’s six red eyes. She somehow knew that if it was going to bite one of them, it was probably going to be her.

“I’m not sure if we have a choice darling… the main room is just down the hall past that… thing.” Rarity replied in mild disgust while pointing past the slithering creature.

Before the pair could even contemplate rushing past the beast on the floor, another distinctive growl sounded out from up ahead. Slowly, as if to instill as deep of a sense of terror as possible, several more red eyes of varying shapes and sizes opened up in the darkness ahead. The ponies couldn’t see what shapes the eyes belonged to, but judging from the horrifying choir of feral noises, there were a lot of them.

“What the…?! Where did they come from?!” Fluttershy asked while frantically looking around at the wall of eyes staring at her.

“Let’s not stick around to ask them… come on!” Rarity said while turning to run down the hallway to their right. Just as she was turning to face the hallway, she skidded to a halt when she saw another hair-raising sight down that way.

The bird creature they had seen before was standing in the hallway. It was staring forward with its unblinking red slits while walking at a menacingly slow pace towards the two mares. Seeing that two of their escape routes were blocked off, the pair had no other choice but to pick the hallway on the left.

“Run!” Rarity yelled to her yellow companion before rushing down the empty hallway. Fluttershy quickly followed her, making great efforts to outrun the crowd of monsters behind her.

The pair could hear a few screeches and roars behind them, indicating that they were being followed by at least a few of the creatures. All hope of finding another way around to their friends had faded, now they were purely focused on escaping with their lives intact.

After winding through some twists and turns in the hallway, the sounds of their pursuers started to die down. A quick glance behind her told Rarity that they had at least gained some breathing room in the chase. Spotting a closed door to their right, the unicorn skidded to a halt and turned to her pegasus friend.

“Let’s hide in here.” Rarity suggested urgently. The yellow mare nodded in agreement, although the unicorn had already started opening the door without waiting for her opinion.

Thankfully the handle turned and the door swung open. After quickly ducking inside, the two ponies closed the door behind them and breathed a sigh of relief. Now that they were relatively safe, they could actually examine their surroundings.

The room they had abruptly chosen appeared to be a staff break room. There was a shelved area that held a microwave, a coffee machine, cups, cabinets, and anything else that a pony would need on a lunch break. There were also a few chairs and a couch through a small doorway that led into a slightly larger open area.

The style of the room they had found themselves in made no difference to the two ponies. The primary issue to them was whether or not they were safe. With a silent expression of confirmation, the two mares resolved to search the room further before letting their guard down.

Rarity locked the door behind her and started looking around behind every dark corner she could find. After a quick search of the small lunch area, the pair started making their way over to the doorway that led into the rest of the room. Nothing suspicious caught their eye as they walked into the rest area. Although it was dark, the room seemed like it could still be comfortable, even with the grim situation just outside.

“I think we’re safe…” Fluttershy said in a relieved tone.

“Yeah… assuming the door holds.” Rarity added with a nervous smile. Suddenly, the pair noticed a blur of movement come up from behind the couch.

“Eek!” The two ponies yelped in fright and jumped back. They were surprised to hear the mysterious figure doing the same. When they took a look at their surprise visitor in the light, they quickly realized that it was another pony.

The pony was an aqua blue earth pony mare with dark blue hair. Her cutie mark was a pinwheel comprised of different shades of blue. She seemed to be just as startled by the pair’s sudden outburst as they were by her sudden appearance.

“You’re a pony?!” Rarity exclaimed while still recovering from the jolt to her system.

“I know!” The blue mare replied while also dealing with the shock of the situation. Once the three had taken a moment to catch their breath and calm their racing hearts, they could address each other properly.

“Sweet Celestia… I thought you guys were one of those things.” The mare stated in a relieved tone. Rarity and Fluttershy didn’t know how long she had been stuck in here, but she was certainly glad to see other ponies, and they couldn’t exactly blame her. They themselves were happy to see another living creature that wasn’t hideously deformed and trying to eat them.

“Us too… I mean, you did kind of jump out at us.” Fluttershy said with a slight chuckle. She could still feel a slight twinge of lightheadedness from her sudden fight or flight response.

“Heheh… sorry about that.” The blue pony said with an embarrassed expression while rubbing the back of her head awkwardly. “I was just too scared to move. I heard the door open and thought for sure that I was a goner, so I hid behind the couch.” She explained nervously. She still seemed to be shaken up from everything that was going on.

“It’s ok… we were running from some of those things when we came in here, but I don’t think they know where we are… let’s just forget about scaring each other silly and start over. I’m Rarity, and this is my friend Fluttershy.” Rarity said in an attempt at breaking the ice with their newfound companion. Fluttershy smiled and nodded at the blue mare as her name was called.

“Nice to meet you… I’m Cool Breeze.” The aqua pony greeted while offering the two mares a hoof shake.

Now that they had been properly introduced, the ponies could return to the business at hand, which in this case was trying to survive the mind-numbing horrors that were waiting just outside their aptly named break room.

“So… how long have you been in here Cool Breeze?” Rarity asked curiously while looking around at the room. It must have been terrifying for the earth pony to be without light of any kind in this situation.

“Ever since the power went out I guess. I was in here before on my lunch break… I uh, I work here part time. Anyway, after the lights went out, I tried to leave to find out what was going on, but I ran into some of those… monsters I suppose would be the best way to describe them.” Cool Breeze explained with a nervous chuckle.

“So you’ve been all by yourself in this place without a light?” Fluttershy asked with a sympathetic expression. She was appalled that anyone would have to go through such a terrible experience.

“Yeah… I guess so. I left the door unlocked in case anyone else wanted to hide in here… I kind of figured that if one of those things was going to get in, it wouldn’t care if the door was locked or not.” The aqua mare stated in a sad tone while thinking about how hopeless her situation was.

“Well… we thought the same thing essentially. We were in a bathroom for a while, but we decided to try and get somewhere safe rather than staying in a dead end room.” Rarity explained.

“I assume that didn’t go as planned considering you ducked inside of a random dead end room.” Cool Breeze inferred. Judging from the frowns on their faces, she figured that she was right about the two mares’ escape plan failing.

“You could say that… we were really close to getting into the main room with everyone else, but we ran into a lot of those things at the last minute.” Rarity stated in a disheartened tone.

“I’m not even sure if we can get back there anymore Rarity… I think those things will be at every entrance trying to get in themselves.” Fluttershy said with a defeated sigh.

“Well if you’re trying to get somewhere safe, I think you should try the equipment room next.” The blue mare suggested in a confident manner.

“What…?” Rarity asked in a confused tone. She knew little to nothing about the station, so it was no surprise that she had no idea what her new companion was talking about.

“The equipment room… you know, where they keep the equipment. Everything from swords to spare armor is kept in there, and I will wager that that’s where most of the guards and staff would head to in a situation like this. Other than wherever the princess is, it’s probably the safest room in this entire building.” Cool Breeze explained with a hopeful tone. Just thinking about the possibility of safety filled the three ponies’ hearts with joy.

“That sounds like a great idea. We should get going right away!” Fluttershy suggested eagerly. Cool Breeze seemed a little unnerved by the yellow mare’s statement.

“W-we? What do you mean we?” The aqua pony asked nervously.

“We can’t get there by ourselves… you’re the only one who knows where it is. Besides, we can’t stay here for very long… those things will find us eventually.” Rarity explained. Once she figured out what the two ponies meant, the blue mare became very anxious and fearful about the prospect of leaving her sanctuary.

“I… I-I can’t go. I’m staying right here.” She said while cowering behind the couch.

“What? You can’t be serious! If you stay here and they get in, there will be nowhere to go!” Rarity stated in an attempt at reasoning with the fearful pony. Cool Breeze seemed to be startled by her proposal, but she also seemed unwilling to go outside still.

“But… I don’t want to go. I know that it’s safer in here than it is out there… what if we run into one of those things?” She said nervously. Fluttershy walked over to the other side of the couch and leveled with the frightened mare.

“Look… I know you’re scared right now. I’m scared too… I’m probably more scared right now than both of you combined, but we can’t just sit here and wait for those things to find us. I would rather try to make a run towards safety rather than waiting and hoping the storm passes over me without incident. Besides, we’ll be with you every step of the way.” Fluttershy stated in a reassuring tone. The yellow mare and her unicorn friend waited anxiously while the aqua pony thought about the issue further. Finally, she shrugged in defeat before nodding slowly.

“Alright, I’ll go.” Cool Breeze said with a slight hint of nervousness still in her voice.

“Great! I’m sure we’ll be safely waiting for the others to deal with this mess before we know it!” Fluttershy added eagerly.

With their newfound friend in tow, the two mares walked back over to the lunch area and gathered by the door. After a quick check to see if any noises could be heard outside, the unicorn unlocked the door and slowly gripped the handle.

“You guys ready?” Rarity asked in a more anxious tone. Now that they were actually about to go out into the dark hallways, the two mares’ confidence and bravery both plummeted at the same time. Fluttershy and Cool Breeze nodded slowly with nervous expressions. With their vote of empty confidence, the unicorn opened the door and poked her head outside to check the surrounding area.

Satisfied with her search, Rarity walked out and silently motioned for her two friends to follow her. Once everyone was out of the room, she quietly closed the door and turned to the aqua pony. Rarity knew that she would probably not like the idea of being the group leader, but the white mare and her friend knew absolutely nothing about where to go next.

“Which way is it?” Rarity whispered quietly while looking around at their choices of travel. There were the obvious choices of the two directions leading down the hallway, but there were also a few open areas and rooms they could cut through if needed.

“Follow me… but please stay close.” Cool Breeze pleaded anxiously while stepping off to one side. She then slowly walked through one of the openings into another room.

Fluttershy and Rarity stayed right beside her as she snaked through the room and came out into another hallway. The trio followed this hallway while diligently paying attention to their surroundings for odd noises or sights.

After following the aqua pony through the station for a good while, the two mares were beginning to wonder if their leader had gotten them lost. The station was fairly large, but it shouldn’t have taken this long to get from one side to the other, even with deadly creatures around every corner.

“Are we almost there?” Fluttershy asked while glancing around uneasily. She knew that it was only a matter of time before they ran into another creature of some sort.

“Yeah… the equipment room should be at the end of this hall.” Cool Breeze replied. The news that they were close to safety made the two ponies smile cheerfully.

Before they could celebrate their near victory, the ponies started to hear a noise up ahead. It sounded like a quiet scuttling noise coming from somewhere above the trio. The closer the noise got, the more concerned the ponies became.

“W-what is that?” Cool Breeze asked while darting her eyes around nervously. There wasn’t any indication of movement around them, but that didn’t stop the ponies’ imaginations from taking over and picturing what was making the noise.

“I don’t know… keep your eyes open.” Rarity replied. Considering their current situation, nothing good could be making that sound.

The three turned around and backed up while looking behind them. It was hard to tell where the noise was coming from now, but they still couldn’t see anything around them. Suddenly, a blur of movement caught Rarity’s eye.

As she slowly looked up, the unicorn was greeted with a sight that stunned her into silence. On the ceiling above them, there was a black shape wriggling around. It had a circular body, with four black tendrils coming off of it, anchoring it to the ceiling and giving it a somewhat symmetrical and spider-like appearance. There were small white dots scattered along its body, giving it a little bit of color to contrast against its otherwise black body.

“Ack!” Rarity yelped in surprise and jumped back away from the strange creature. Fluttershy and Cool Breeze looked up to see what had startled the unicorn, only to widen their eyes in shock at what they found.

“What is that?!” The aqua pony asked in a panic while backing up and staring at the creature hanging above her. Just watching it wriggling its tentacles around gave her a primal feeling of disgust and fear that anyone would associate with a spider or other insect.

Suddenly two of the creature’s tentacles unhooked from the ceiling, causing its entire body to hang down and exposing its previously unseen underside. As opposed to its relatively featureless top half, the creature had a gaping hole in its center that most likely served as a mouth. Inside of the mouth was a circular row of sharp teeth that seemed to pulsate up and down excitedly. Outside of its mouth, there were four protruding appendages topped with a sharp end that resembled some horrific combination of a spider’s legs and fangs.

The sight of the hideous creature, along with its sudden and erratic movement made the ponies freeze in terror. Every muscle in their bodies tensed up in fright and their pupils shrank to the size of pinpricks. The only thing keeping them from screaming out in terror was the initial shock of the creature hanging down.

Just as suddenly as it hung down, the other two tendrils unhooked from the ceiling and the entire creature dropped down onto the floor with a plop. The ponies backed up in a desperate attempt at gaining distance from the terrifying monster. Before anyone could react further, the creature somehow jumped forward and latched one of its tentacles onto Cool Breeze’s front leg.

“AHH!” The aqua mare screamed while pulling back as hard as she could. The only thing her pulling accomplished was bringing the rest of the creature closer to her.

“Breeze!” Rarity and Fluttershy yelled frantically as they watched the aqua pony struggling to get her leg free of the beast’s tendrils.

As she tried to push the monster off of her, it reared upwards and tried to pull the pony’s leg into its gaping mouth. The four appendages on its underside clawed at her leg, scratching her slightly with the sharp points on the ends.

Fluttershy and Rarity immediately rushed to her side and grabbed her leg. There wasn’t very much they could do without grabbing the creature and pulling them apart, and there was no way either of them was touching that thing.

Finally, Rarity wrapped her magic around the creature and picked it up. She pulled with all of her might in the other direction while Fluttershy pulled on Cool Breeze in an attempt at freeing her. After a lengthy struggle, the creature finally let go of the trapped pony.

With the beast wriggling around in her magical aura, Rarity squealed in disgust and fright. Even holding onto it with her magic was making her skin crawl. Finally, the unicorn heaved loudly and tossed it as hard as she could down the hallway. The group heard a loud thud that signified the monster coming to a halt against solid ground.

“Let’s get out of here!” Rarity exclaimed to her two companions.

“Come on! We can go around through one of the rooms up here!” Cool Breeze stated while turning to run down the hallway to their left. Suddenly the aqua pony skidded to a halt and gasped in shock. Down the very hallway that held their escape, there were several red eyes staring back at them from the distant darkness.

With a loud roar, a black shape lunged out into the light and went straight for the ponies. Judging from its furry appearance and large tooth filled mouth, the two ponies guessed the beast to be a darkling. Although it was nice to see a monster they recognized, it was still terrifying as it bolted straight for them with its mouth wide open.

Suddenly, a bolt of energy flew at the shadow creature and sent it hurtling backwards. Fluttershy and Cool Breeze looked to Rarity as the source of the blast, but she herself was confused as to where the bolt came from.

“This way!” The trio heard a voice come from behind them. They turned to see a unicorn clad in royal guard armor waving them in his direction. Thankful that they had been saved, the mares smiled and immediately ran to follow the guard pony down the hall where they came from.

“Where are we going?” Cool Breeze asked while running alongside the brown unicorn. Before the guard could answer, an uproar of growls and roars broke out from the side and up ahead. The ponies looked to their side to see an army of black shapes running at them from every hallway they passed.

“We have a safe area set up in the basement! We need to get down there before these things box us in!” The guard stated while keeping his attention forward. Cool Breeze knew that there was a stairway that led to the basement right down this hallway, but she passed it earlier due to her original plan.

Suddenly, a loud and rumbling growl rang out from the side. The group turned to see the source of the noise, only to be greeted with one of the largest black shapes they had seen thus far. A hulking bipedal monster with long arms and a single red eye in the center of its torso was standing in the adjacent hall with something in its hand.

Before the group could process what the monster was doing, it hurled its arm forward and released its held object. With a blur of movement, what appeared to be a chair flew at the group of fleeing ponies. The four quickly realized that the flying projectile was sailing straight towards them.

“AH!” Rarity screamed and tried to move out of the way as she realized the chair was heading straight for her. Despite her efforts at evading the object, the chair flew into her and smacked into her head.

The unicorn was knocked off of her feet and rolled until she hit the wall. The others stopped in their tracks and turned around to face their fallen comrade. The white mare seemed to have been knocked unconscious by the strike, as she wasn’t moving by the time everyone turned around.

“Rarity!” Fluttershy yelled frantically while staring at her injured friend. She could see a horde of red eyes in the hallway behind her, rapidly approaching the unconscious pony on the floor.

Without wasting any time, the unicorn guard lit up his horn and wrapped his magic around the white mare. He then quickly picked her up and placed her on his back.

“Come on, let’s go!” He instructed to the two ponies while running forward. Fluttershy and Cool Breeze quickly followed the brown unicorn while he carried their friend on his back. The group ran down the hallway as fast as they could to reach the stairs that would lead them to safety.