Everything felt wrong somehow. Sideralis took a moment to figure out why everything felt so very wrong. He was in a strange place; it appeared to be some kind of building. The details were fuzzy. His body felt much smaller. He had a purple horn that he could see through his eyes. He felt wings at his sides. His vision sharpened a bit, allowing him to see white and violet.

“Rarity, are you sure you’re okay? I’ve been worried about you. A number of ponies have been acting a little strange. You’ve not been operating your shop and you’ve been turning away customers.”

That was Twilight’s voice. Sideralis thought about his situation and came to one simple conclusion. He was in Twilight’s body. He could feel her mouth moving. She was smaller, delicate, she lacked the hearty solidness that he had with his body. Her wings felt funny, not unnatural, just funny.

His thoughts were interrupted by an ache inside of Twilight’s head.

“Rarity?” Twilight said, looking at her friend. Sideralis gave a mental squint, trying to see Rarity along with Twilight. The unicorn didn’t look well. Something appeared to be wrong. She twitched and quivered.

Letting out a strange, unnerving, gurgling cry, Rarity lept. Sideralis felt Twilight’s body react, there were strong feelings of shock and surprise. Twilight was bowled over, knocked flat on her back. Looking up, Sideralis could see Rarity now and it was clear that something was very, very wrong. One of Rarity’s blue eyes bulged and it appeared as though there were things inside of it. The surface of the eye had moving, protruding lumps.

Rarity made a strange chittering sound, something not equine at all, not in the slightest. Sideralis felt and heard Twilight screaming. Rarity was drooling, foaming at the mouth, yellow flecked spittle bubbled over her lips. The sick mare had terrible breath. Looking up, Twilight, and Sideralis who was watching through Twilight’s eyes, could see wormy things moving in the back of Rarity’s throat, waving and darting around.

With a sickening squirt, Rarity’s eye popped like a swollen, overstuffed boil. Yellow-green pus erupted from her eyeball and dribbled down to Twilight’s face. Twilight screamed again, and Sideralis joined her. Some thing inside of Rarity’s ruptured eyeball, something came slithering and wriggling out. Multiple tentacles emerged, covered in slimy, glistening jelly. The tentacles reached down for Twilight’s face, and as Twilight lie on the floor screaming, Sideralis felt something wiggling around inside of Twilight’s head. There was a strange pressure inside of her own eyeball. Something moved along the inside of her skull, some horrifying thing lurked inside of her head. As Rarity’s eye tentacles waved, whatever was inside of Twilight’s head responded, as if perhaps it was saying ‘hello’ in return.

One of the tentacles had a little orifice at the end. There was a hissing sound, and green goo squirted from the tip. It splattered onto Twilight’s face, burning and searing, Sideralis could feel the skin he was in sizzling, melting, the agonising pain on his face was almost too much to bear. The pain made the thing inside of Twilight’s eyeball sing; it squirmed, wiggled, and began to struggle. Whatever it was, it was using Twilight’s eyeball like an egg, and it wanted to hatch.

Black spines began to grow from the purple horn protruding from his forehead, and searing, almost unbearable agony came along with them.

Rarity’s mouth opened wide, too wide, there was a disturbing pop as her lower jaw dislocated. Several tentacles slithered from her mouth, strange tentacles, with tips like leeches. Sideralis could see strange teeth gnashing and biting. His own memory of leeches came from swimming in a summer therapy camp that had promised to make him better.

Bits and pieces of Sideralis’ false schooling came into his mind. Scolex? The head of a tapeworm; ponies were susceptible to worms, he had a vivid memory of that. Somehow, in the nightmarish jumble of everything going on, he remembered his school teacher and the many lessons on how ponies were susceptible to worms of all kinds and how important it was to take your worming medicine. Take your medicine. Take your medicine. Always take your pills without question, swallow them down, and keep the worms away.

Twilight kicked upwards, and Sideralis did as well, adding as much mental force as he could muster. Rarity, sick as she might be, was not weak, not in the slightest. Rarity absorbed the blow, ignored it, and then stomped down with her own hoof, right between Twilight’s hind legs.

The pain was blinding, causing an explosion of stars in Twilight’s vision. Twilight, a female, a mare, was just as susceptible to a kick to the groin as Sideralis was, much to Sideralis’ surprise. It hurt just as bad, of that there could be no doubt. Twilight, flailing, tried to brush the tentacles mobbing her face away with her foreleg. The eye tentacles spit more acid and Sideralis could feel the burning liquid on Twilight’s skin.

Kicking out with all of her legs, Twilight shoved Rarity away, her eye now pulsating and throbbing. Sideralis could sense what Twilight was thinking; something was inside of her eye and it would hatch soon.

Rarity let out a strange, inequine sound, a gurgling cry, and her tail lifted, hiking up into the air. Tentacles came snaking out of her back end, coming from places too nightmarish for Sideralis to even consider. Rarity’s whole body writhed and Sideralis could see things slithering just beneath the surface of Rarity’s white pelt. Black things swam and were visible just beneath her translucent pink skin.

Twilight was up on her hooves now, staggering, trying to control her body, but something else was controlling her body. Sideralis could feel it. Something gnawed at Twilight’s mind, seeking control.

For a moment, Sideralis’ vision cleared and he could see details all around him. Pretty dresses. Pony shaped statues wearing dresses. Fabric on display. Bright colours. A box of gemstones. A table with scissors and other tools.

The scissors took on a bright blue glow and lifted from the table. They flew through the air and then lodged into Twilight’s shoulder, just below her neck, sinking in deep and grazing the bone. Sideralis felt it, he felt it like nothing else, it felt so real and brought him so much clarity. In that moment, whatever was happening felt more real than any other time in his life.

He heard a distant rumble, like thunder, then an explosion. The building shook. There were screams, so many screams, and Sideralis felt something… inside of himself? Inside of Twilight? He couldn’t tell where Twilight ended and he began. The need to protect was so strong. Rarity was throwing more things with her telekinesis as her tentacles hissed and spat.

“Rarity… I’m so sorry,” Twilight said in a low, choked whisper, barely able to speak at all. As Twilight spoke, a large sewing machine rose up into the air. There was another explosion and Twilight wobbled on unsteady legs. “I don’t think I can help you, but I hope I can save others.”

Sideralis watched in horror as Twilight brought the heavy cast iron sewing machine down upon her friend. There was a solid, meaty sounding thump as the sewing machine collided with Rarity’s head. The unicorn mare’s head popped, sending chunks of brain and bone everywhere, but the mare did not fall. She continued standing on four unsteady legs. Several long tentacles slithered out of her neck and her body began to move towards Twilight, jerky, unsteady, more tentacles emerging from her bloody, pulpy neck hole.

The head and brain were gone, but the body lived on. Twilight brought the sewing machine to bear once more, and this time, she smashed it into Rarity’s legs. There was a sickening wet crackle as both of Rarity’s front legs snapped and the mare fell down to the floor, writhing, still moving. Again, Twilight brought the heavy iron sewing machine down, this time upon Rarity’s spine. There was a wet, agonised sounding whoosh accompanied by a spray of misted blood from Rarity’s gaping neck hole. Once more, the sewing machine lifted, held aloft in magic, and then there was another terrific crash as Twilight crushed her friend, trying to put an end to Rarity’s horrid, tortured existence.

The tentacles writhed, wiggled, hissed, even also spat, but the body no longer moved beyond a few kicks and twitches. Twilight left the sewing machine sitting on top of Rarity’s severed spine. Sideralis could still feel the acid melting away Twilight’s face, burning into her nose, her forehead, her ear, and her muzzle.

“I need to get my eye out before something happens,” Twilight muttered. She seemed dazed, confused, lost in a stupour, her mind felt blank. Numb. Twilight felt numb. Sideralis could feel that something inside of Twilight had died. Her thoughts were those of serving others, but deep inside, she wanted to die.

That part of her had been silenced through her force of will. Her thoughts became focused; survive at all costs, and remove her own eye. Buried within it all, a new goal manifested. Revenge. Find out who was responsible for this and make them pay.

Trapped inside of Twilight, Sideralis began screaming.

“Wake up.” Sideralis heard the voice in his ear. Something was pinning him down and there was something tight around his neck. Tight, but not too tight. Something heavy was on top of his body, he was laying on his right side and a great weight pressed down on his left side, crushing him into the mattress.

He could feel himself thrashing about, but not too much. It was Stout on top of him, it was Stout whispering in his ear, he could feel her breathing on him. Not wanting to hurt her again, he went still. Stout remained on top of him, holding him, hugging him. He felt her relax a little.

“I was inside of Twilight’s head,” Sideralis whispered. “I saw her dreams.”

“I’m not surprised,” Stout replied in a soothing, calming, reassuring voice.

“She… Rarity… it was awful… I saw her—”

“Shush.” Stout squeezed Sideralis’ neck and then slid off of him. She spooned him, resting up against his back, and she nuzzled her nose against his ear to comfort him.

There was an avalanche of emotions. Fear, terror, anger, doubt, sadness, sorrow, confusion, disgust… and arousal. Beneath everything else that had flooded his conscious mind, there was a powerful feeling of arousal. The feel of Stout on top of him, the feel of her sliding off of him, the reassuring weight of her body pressed against him right now, her hot breath on his ear, she was stroking his neck… unable to stop what was happening, Sideralis slipped free of his sheath, growing hard, and he felt very, very confused. Overwhelmed by everything, he lay there, trying to put the pieces together. The back of his mind gave him a quiet reminder that this was the first real boner that he had ever experienced in his waking life, because all of the wet dreams and fevered fantasies that he had as a colt were not real.

There was a hot throbbing between his legs that did not sit well with his disgust, his fear, and his anger. Bubbling beneath all of his complex emotions, one simple need stood out, and that was to bury himself into something wet and warm. In a way, it was reassuring. He didn’t know how old he was. He didn’t know what he was. He felt like a colt within his own mind, but he had an adult body. Nothing matched. The pieces did not fit. He hurt inside, something more than physical pain, it was an ache that hurt and he could not say where it hurt. It was just there. Everywhere. Part of his mind was still focused on his old routine. Take pills. Always take your pills. Go to school. Go to therapy. Speak with Wisteria. Spend time with his dad. Go to the park. Go swimming at the community pool. Run, run, run, and keep running, hoping that his problems would not catch up to him. He had lived with no wings and no horn. He was an earth pony. He had been an earth pony. A dark blue earth pony with a soft blue mane and the fillies thought he was kind of handsome, in an offbeat sort of way.

It would be easier to be back inside of the Unity Web. Dealing with all of this was too much. Too much. Letting out a choked sob, Sideralis wished that he had never woken up. Maybe in time he could have made peace and his mind would be at rest. Feeling very weird, Sideralis actually wished that Wisteria, his mother, was here to comfort him. Sure, she was repulsive, and something about her made his skin crawl, but she was familiar. He had memories of being raised by her. He could remember sitting in his high chair by the table and Wisteria feeding him, trying to get him to eat something, and he could remember her laughter. Had she loved him? Could she love? Had she felt anything at all or was he just food for her? She was kind… but why was she kind? She had comforted him after thunderstorms when he was scared. She had nursed him when he had his tonsils taken out.

Sideralis sighed. He was debating if Wisteria had loved him using memories that weren’t even real. At that moment, more than anything else, he wanted to die. Nothing, nothing at all was worth enduring what he was feeling right now. He felt himself growing soft, his arousal dying, and his heartbeat slowed.

Without realising that it was happening, Sideralis slipped off into slumber.

The ballroom was ruined. The bright, glowing, twinkling lights were all dark now. There were cracks in the floor. There were tables scattered everywhere. The scent of ruin and decay filled his nostrils and Sideralis marveled that he could see in the almost total darkness. He had been here before, it had been vibrant, beautiful, a wondrous place. Now, the party had ended and this place was dead.

It was still far too large though, at least it felt that way, leaving Sideralis foal sized, feeling confused, uncertain, and alone. His blood ran cold when he saw a white mare come walking into the ballroom. She was translucent, he could see through her. He knew her far too well. He shuddered and thought of tentacles. She approached, her body outlined in a glow.

The white mare paused, shook her head, and then let out a snort of disgust. She looked at Sideralis. “Oh please, darling, that wasn’t me. You must excuse what I became.”

“You’re dead,” Sideralis said to the phantom that looked like Rarity.

“I suppose I am. But Twilight remembers me. She loves me. And you, you touched her mind. I am a memory mixed with Twilight’s imagination and her friendship. I suppose I don’t know what I am, but I exist. Sometimes, I go to Twilight and we talk, and I tell her that everything is going to be okay, and that she is doing the right thing.” The white mare paused. “I tell her that because she needs to hear it. It gives her confidence.”

“Why are you with me?” Sideralis asked.

“You came into Twilight’s mind… when you touched me… I became a little bit more real. I don’t know what happened. I felt you. It was like waking up. I heard a voice calling me. A familiar voice. I don’t think you can hear it, but it is calling you as well.”

Sideralis glanced around the room and then his eyes settled back on Rarity. “I don’t think I should trust in voices calling me. I don’t think I should trust you. You’re not real.”

Rarity’s apparition tittered. “You are the master of this domain. All of this is yours. You’re making this happen. Do you hear her voice? Try to listen… she is singing you a lullaby… she sang you to sleep after your troubling dream. She’s so far away, locked away in her prison, but she still loves you. She’s still trying to be your mother—”

“SHUT UP!” Sideralis bellowed.

“No need to be rude,” Rarity’s apparition said, scowling at Sideralis.

“Everything is a lie. Nothing is real. For all I know… this is the Unity Web thingy trying to pull me back in,” Sideralis said, shaking his head and backing away as he spoke.

“You’ve grown too strong for that.” The ghostly form of Rarity blinked and became a little more solid. “The dreamer has awoken. Her song grows louder. You’ve grown too used to shutting everything out. Just try to listen… please… I know you have no reason to trust me.”

Skin crawling, Sideralis closed his eyes and tried to make all of this go away. He wanted to wake up. He wanted this to end. He opened his eyes. The ballroom was gone, but Rarity remained. He glanced around. He was inside of what he supposed was Rarity’s shop. Rarity was looking around, she seemed happy, she was humming.

He closed his eyes once more, squeezing them shut, and tried to make this all go away. He peeked open one eye to have a look. Clouds. Clouds everywhere. He opened both eyes and looked around. He was standing in clouds. Rarity was gone.

No, not gone. She had wandered off, ran off, she had moved away while he had his eyes closed. In the distance, he could see the rainbow maned filly he had met. He could see Rarity and the filly hugging, but he could not hear if anything was being said.

“There you are!”

Hearing a voice so similar to his own was startling. It was so much like his, only feminine. Softer. He turned, whirling about, panicked, and saw a much larger blue figure rushing for him. His wings flared out but it was too late. The bigger blue alicorn was fast, too fast. He was snatched in her forelegs and crushed to her barrel. She spun through the air, making him dizzy, disorienting him, the horizon all around him rolled. He felt lips kissing him, she was squeezing him, she was happy.

She was crying.

Too stunned to fight back, Sideralis went limp as the blue alicorn flew away with him, streaking off, flying upwards.

Author's Notes:

This is the first chapter in which we really see the horror that they are dealing with. I hope no one is turned away. To be fair, the story is tagged with dark and gore tags, and it is a horror story. So it was kind of obvious coming in that this was going to get... icky. I suppose I have a different standard of icky than most.