No matter how she might try, Rarity couldn’t keep her eyes off her mane. This pale purple simply wouldn’t do. If this enchantment or whatever it was made the effect permanent, she would have to completely rethink her wardrobe! What foul pony would do something so cruel?

As she followed Pinkie to the cabin door, Applejack leaned back to give them room. “Y'all be careful, okay? Ain’t no tellin’ what that spell did.”

Pinkie bounced through the door as she called back, “Don’t worry, AJ, we’ll be fine! We can handle a bit of pale.”

Rarity rubbed at her mane with a lone hoof as she grumbled. “Speak for yourself. Oh, I hope this stuff comes out, and soon. If I have to be seen in Canterlot with my mane in this condition, why I—” She bumped into Pinkie’s hindquarters, the sudden stop making her grunt. “Pinkie, Darling, why did… you… stop?”

They were in… a closet? It certainly felt like one; the two mares were cramped together in a space small enough that Pinkie had to rear up for Rarity to not touch her. Her movement knocked aside a mop and bucket, which were fortunately devoid of water. Rarity’s head turned slowly to take in their surroundings, eyes drifting across toolboxes, building supplies, a rack of tools and walls that appeared to be made of solid oak.

“Did we take a wrong turn somewhere?” Pinkie asked as she pressed her forehooves to the wall for balance. “But I’m usually so good with directions!”

“Why are we in a closet at all?” Rarity turned her head left and right, trying to get a good look at the door behind her, but the narrow walls didn’t make it easy. “It doesn’t even feel like we’re on the train anymore.”

“Hey, yeah!” Pinkie weaved her body back and forth, her tail tickling Rarity’s muzzle. “We should be all shaky and hearing the clickity clackity. What gives, train?”

Rarity scowled and stomped on Pinkie’s tail to get it out of her face. “Just hold still and let me concentrate on the door.” She leaned against the wall and turned her head, her muzzle pressing against the opposite side as she struggled to get a good view of whatever was behind her. Her eye settled on the door handle, which she hurried to grab with her magic. She heaved a sigh as the door opened.

Carefully, she backed her way out. “Twilight, I think we have a problem.”

But when Rarity turned around, she didn’t see the rest of her friends. Instead, she found herself the focus of a dozen pairs of eyes. “Oh. Umm… hello there?”

“Whoa, is this a magic train?” Pinkie bounced to Rarity’s side. “Are there gonna be fireworks and magic tricks and more sneaky doors?”

Rarity took a moment to analyze the situation. From the shaking in her hooves, they were once again on a train, if not perhaps their train; the walls were painted a rather unpleasant yellow instead of being plain, varnished wood and the seats were designed to be more compact. No, definitely not the same train. But this didn’t alarm Rarity as she imagined it would most ponies; she’d been around Twilight long enough to not be shocked by curious magical phenomenon, and there was always Discord to consider.

That unsightly pale – fog? – had settled over everything. Clearly that enchantment or curse or whatever remained intact. The fact unsettled her, for it meant the effects had spread farther than she’d feared. Clearly, some powerful magic was at work here. Perhaps Discord, but if so she imagined he’d have already turned up to boast.

As to these ponies before her? They appeared as alarmed and uncertain as one could expect. Clearly they’d been caught in this mess as Pinkie and she had. Probably fellow passengers.

Knowing the act would likely be fruitless, Rarity nonetheless approached the ponies, most of whom remained in their seats. “I must beg your pardon, but does anypony know what’s going on?”

Pinkie nodded, her eyes darting about the car. “Yeah, and where’s the popcorn? You can’t have a magic train without popcorn to watch the show.”

The passengers exchanged anxious glances. After a few seconds of silence, one mare finally stood up. “Umm, we have no idea. Everything just went… white.”

“Yes, that is most unfortunate.” Rarity took a moment to rub her mane, pouting when the act produced no improvements to its color. Maybe she could get some dye until this mess settled down? “Where is this train headed?”

“Mareami,” a stallion announced.

“Mareami? I’ve never been there before.” Pinkie munched on her popcorn as a serious look came on her face. “Wait a minute, why Mareami? We were on our way to Canterlot.”

This was more serious than Rarity had anticipated. They had to be thousands of miles away from Twilight and the others! “Pinkie? We may be stuck here for a while.”

“Or not!” Pinkie whipped around – popcorn flying over the passengers – and opened the door behind them.

“We just went through that door. It just leads to the—” Rarity stared at the open door behind her, which now appeared to lead into another train car similar to the one they were on. “What in Celestia’s name?”

Pinkie began bouncing and giggled. “I like this train! It wants to have fun. Why don’t we go see where it leads?”

“Pinkie Pie!” Rarity caught her tail before she could go through the door. “Not so fast, dear. We don’t want to risk getting separated. Besides, we don’t know that it’s safe to go exploring.”

“But how are we supposed to find the girls if we don’t—” Pinkie’s bouncing came to an abrupt stop as she grabbed her waist and grimaced. “W-whoa, I don’t feel so good.”

Casting a nervous glance at the watching passengers, Rarity stepped close and set a hoof to Pinkie’s shoulder. “What’s wrong?”

“I-I don’t know.” Pinkie doubled over with a moan, her legs quivering. “My tummy is all rumbly and it isn’t funny. It’s like something’s com—”

All sound faded from Rarity’s ears, but this fact held less of an impression on her mind than the feeling. It was as though a million tiny bugs were crawling all over her body! Rarity began scratching at herself, even though she could see nothing on her. A weight pressed down on her, the air seeming much thicker than normal. And then, the slight churning in her stomach made her sway on weak legs until she fell to her haunches. She closed her eyes, shook her head forcefully, and opened them just in time to see a thrashing Pinkie vomit. She tried dancing out of the way and ended up crashing onto her backside.

She lay there, too heavy to lift her legs, body itching all over, heart pounding against her ribs. Overhead, the paint on the ceiling withered and peeled away, leaving behind iron that slowly accumulated years of rust in a matter of seconds. She focused on one spot, trying to keep control of the panic threatening her mind. Steady breathing. Stay calm. Pay attention.

Through the uncomfortable sensations and slow panting, Rarity concentrated. If she could get her horn alight and study this… this whatever, she might be able to determine something about it. She gritted her teeth and wrapped her forelegs around her barrel, hoping to stave off the twisting and turning of her guts.

Then, all was calm. Rarity’s horn lit like a purple torch, the familiar magical sound dancing in her ears. The invisible insects retreated, their absence making her shiver with disgust, and the nausea faded. She jumped to her hooves and tried to detect any lingering magic, only to curse when she found nothing. A bit of thaumaturgical residue, to be certain, but nothing that could tell her anything. If only Twilight were here…

“R-Rarity?”

Pinkie lay on her side, curled into a tight ball next to the mess she’d made. She straightened out gradually, her body trembling as her eyes darting about like she expected the horrible experience to start anew at any second.

“Pinkie, Darling, are you alright?” Rarity’s head continued to move about, her horn glowing as she sought out something, anything to improve her understanding of the situation.

Pinkie’s voice trembled. “We’re in a l-lot of trouble. Like, super-big-time trouble.”

Moving cautiously, Rarity helped her stand. Pinkie moved away from the nastiness on the floor with wobbling legs, her head hanging low as she took slow, heavy breaths. “I mean it. W-we gotta go.”

“Now don’t panic.” Rarity kept a hoof on Pinkie’s withers as she looked to the others, who were gaping at the change in scenery with a mixture of shock and fear. “I don’t suppose there are any particularly powerful mages on this car?”

All eyes locked with hers, taking her aback. She hesitated, distracting herself by rubbing Pinkie’s back when she began coughing violently. Had the spell done something to her?

“Um, aren’t you Rarity of Ponyville?” One young mare asked.

Rarity didn’t know whether to feel pride or frustration. She settled her face in a neutral expression in an attempt to keep her confusion hidden. “Yes, and this is Pinkie Pie.”

“Well, er, you’re a hero,” the same mare pointed out. “Shouldn’t you be the powerful mage on the car?”

Suppressing the urge to sigh, Rarity shook her head. “It’s Twilight who is the magical genius. I’m just a lady of fashion. Pinkie, dear, are you going to be okay?”

Pinkie continued to rasp, as if she could barely get the air out of her lungs. Even so, she managed to lift her watering eyes up to the ceiling. “It h-hurts. Ab… Above…”

A tension squeezed Rarity’s chest; the poor dear sounded as if she were suffocating! “Easy now. Please, is there a doctor in here?”

“Ab-bove us…”

“Pinkie, please, calm down.”

Pinkie all but threw her off, thrusting her hoof high even as more coughs brutalized her throat and lungs. “U-up! Look u-up!”

And Rarity did, and her heart almost stopped.

It was… in truth, she had no idea what it was. It spread slowly across the ceiling, a thin black layer that she almost mistook for mold. But this mold throbbed and squirmed as veins pulsed along the wide surface, and thin vines began to sprout from it like weeds. And there, in the center of that unnatural plain of black flesh, was a face. Flat, deformed, but with just the faintest hint of equinity, it strained and twisted against the fleshy blanket that kept it pinned against the ceiling. Its eyes were dull white and a thin, short horn sprouted from its misshapen head. It breathed in long, slow gasps, and with every exhale a thick, black smoke drifted out. Already the ceiling was covered in it like a thin fog.

Rarity was still gawking at the thing, initially feeling sorry for a creature obviously in pain, when the first vine swung down into the crowd of ponies. There was a scream, which cut off abruptly, and then a pegasus jerked into the air with the vine wrapped tightly around her throat. The crowd erupted into panicked screams as the pegasus struggled with the vine. Some ponies leapt atop the seats, trying to rescue her. Some continued to watch the scene in numb horror.

Most ran.

Rarity tried to grab Pinkie, but she was too slow; the stampede slammed into them, and she found herself knocked into a corner. She saw Pinkie go down in the crowd and felt her blood run cold. “Pinkie! Get out of my way! Please, Pinkie, talk to me! You brutes, you’re trampling her!”

More vines whipped into the crowd, snatching up the fleeing ponies. The smoke overhead grew steadily denser. Rarity tried to force her way through the crowd, her heart pounding as she screamed and kicked at the mindless mass of ponies. Why were they just running? Couldn’t they see what they were doing? “Pinkie Pie!”

Rarity no longer paid attention to her surroundings. All her thoughts centered on getting to her friend. The mob’s frantic escape grew only worse as the small door became a bottleneck, and they all pressed so tightly against one another that they began to push Rarity back into her corner. She screamed and raged and kicked to no avail. In the corner of her awareness, she noticed more of those ugly black vines snatching ponies into the air, some by their throats, others by legs or midsections or even tails. Some of the bodies had already become limp, either from the vines’ relentless grip on their necks or smoke inhalation.

One pony fell into her, and Rarity found herself squeezed between him and the wall. She squirmed and pushed, still calling for Pinkie, but could achieve little against the sheer bulk of the passengers fighting for the door. A vine dropped and slowly, almost caressingly, began to wrap itself around the throat of the stallion. He screamed and thrashed, inadvertently bashing Rarity in his terror, only to be lifted into smoke so thick that his head and shoulders disappeared. Dazed by his blows, Rarity dropped to her knees to avoid the wild bucking of his hind legs.

For a moment, everything faded. Rarity ceased her frantic cries as she stared up at the body overhead and the stallion’s desperate kicks. Questions drifted through her mind like phantoms, taunting her inadequate knowledge: What was this thing? Where did it come from? Why was it here? Was it going to try to grab her next? Her life might end crushed against a mass of pony bodies, or hanging like a marionette from the ceiling. She wondered what would it be like to have the air robbed from her and her lungs filled with smoke. Would she see Pinkie as it raised her into the air, broken and crushed beneath a hundred hooves?

The last question stirred something within Rarity, as if a ball of ice had shattered into a thousand cutting, biting needles. She lurched to her hooves, ignoring the weakening motions of the stallion overhead. Her magic erupted, and she welcomed it with open hooves, horn shining like a beacon in the dark. As she ground her hooves into the floor and snarled through gritted teeth, a gem gradually appeared from nothingness before her. And another. And another. They formed so agonizingly slowly, but form they did. At last, Rarity had a multi-hued, diamond-shaped barrier separating her from the rest of the ponies.

“Get out of my way!” She thrust the makeshift shield out in a wide arc, and the startled ponies were pushed aside like dolls. Rarity marched past the space she made, twisting her shield around to keep them at bay. They bashed at her barrier, frantically trying to get to the door that now stood wide open. Already, she could feel magical fatigue in her horn, but Rarity ignored it and them in her search. “Pinkie! Pinkie, where are you?”

Where? Where? Where was she? Rarity scoured the floor, fear clawing at the focus she needed to keep the magic up. She jumped onto a seat on the other side of the aisle and let the mob pass, her shield fading into nothing once more. Doing her best to not think about the dangling limbs she had to push past like a morbid curtain, head ducked below smoke that descended lower by the minute, she scoured for any sign of pink. “Pinkie, please. Please, please, please.” Her eyes burned, threatening tears, but she refused to let them win yet. Not yet!

There, a tail sticking out from under one of the seats! Rarity dropped to the floor in between and sank to her barrel, poking her head beneath the seat. There lay Pinkie, curled into a ball as she hacked wordlessly. Bruises were already forming all over her body and blood trickled from scratches, but she was alive.

“Oh dear…” Paying no mind to the dust and grit, Rarity squeezed her way under the seat and held Pinkie’s cheeks in her hooves. She took in the tear-streaked face and half-closed eyes and felt her heart cracking. “Oh, dear, dear. Pinkie? Are you okay?”

Pinkie spoke between feeble wheezes. “H-have to… get out. Please. R-Rarity, g-get us out.”

Rarity’s first thought was to check the poor thing for serious injury, but she forced the inclination down. As worried as she was for her health, Pinkie was right; if they didn’t get out of this car first, neither of them would be making it out at all.

She gave a curt nod. “Alright, we’re going to move to the front of the car. Do you think you can do that with me?”

“Y-yeah…” Pinkie sucked down a long, rattling breath and returned the nod. Her face was contorted into a pained grimace, but she managed to pull herself out of her ball. “Under the ch-chairs?”

Rarity peeked at the ceiling and felt her ears fall flat against her head; the smoke was now almost to the top of the seats. “I think that would be wise. Come along.”

And so they crawled, Pinkie ahead of Rarity. The going was slow, Pinkie’s movement grinding as hacks and wheezes continued to assault her. Rarity felt a shock run through her every time Pinkie started choking, but she always pulled out of it. What in Equestria could be affecting her so horribly? Every now and then she’d look up to find the smoke just a little lower, and more than once she found herself beneath a quiet, limp body. She thought she’d never stop shivering.

Pinkie’s tail twitched, and she gestured Rarity forward with wide eyes. Taking the hint, Rarity scrambled, making it beneath the seat and beside Pinkie just as something warm brushed against her hind leg. Repressing the urge to scream, she tucked her tail in and they both dragged themselves beneath the last seat. She idly wondered if it wouldn’t have been wiser to wait in the back for the crowd to disperse.

“Alright. G-good.” She peered past the gasping Pinkie to the front door of the car. She could only see the bottom third of it, and it was closed. “The door’s right there. It’s just a little sprint. You can handle that, certainly.”

Her breathing under control for a moment, Pinkie followed her gaze with squinting eyes. “A little sprint. Y-yeah. Easy peazy.” Rarity did her best to ignore the doubt in her tone.

“I’ll go first,” she whispered, tensing her legs in preparation. “Get the door open for you so you don’t have to waste time with it. Follow the moment you see it open, alright?”

Pinkie chewed her lip and met Rarity’s gaze with desperate eyes. “Can’t we go together?”

A rejection was on the tip of her tongue, but Rarity lost it as she took in her distraught friend. The poor dear looked a wreck, from the heavy, wheezing breaths to the bruises. She could actually see horseshoe prints! And over all of it were those precious blue eyes silently begging to not be left alone in this… this whatever it was.

At last, Rarity closed her eyes tight and nodded. “Alright. Together. On three?”

Pinkie heaved a deep sigh that broke into a coughing fit. Rarity cradled her for a moment, letting her get it out. As soon as it passed and Pinkie’s breathing returned somewhat to normal, she pulled away and prepared herself. “One—”

“Go!” Pinkie’s sudden shout startled her into action, and Rarity burst out from beneath the chair. She held her head down, but still the smoke burned in her nostrils. She glanced back in time to see a black vine barely miss Pinkie’s tail.

With the way things had been going, Rarity half expected the door to be locked. To her relief, it opened easily, and she paused only to ensure Pinkie got through first before leaping in and slamming the door closed. She sucked in a breath of fresh air and leaned heavily against the wood door, letting her body go limp.

“Uh… Rarity?”

“Please, darling, I need a moment to—” She turned around and released a shout at the sight before them. A brute of a beast, it stood so tall that its shoulders nearly brushed the roof of the train car. No head, only a vertical slit of pinkish folds. And beneath its three legs… She couldn’t resist a blush at the massive, bent spike positioned where its stallionhood should be. It was draped in belts, mesh and chains, and Rarity couldn’t help but be reminded – in a grotesque way that made her feel filthy – of naughty magazines spreads. A trio of bodies lay beneath it like ragdolls in pools of blood.

This momentary analysis was all Rarity had time for, as the creature promptly charged them! It brushed aside the bolted down train seats as if they were made of paper. The sound it emitted was almost like a mare’s scream, but laced with something else, something… eager.

Rarity’s head whipped around for an escape. Going back was suicide, and they’d never get around that thing!

And then she saw the platform door on her right.

“Pinkie, this—”

Pinkie was on her knees, a fresh and powerful wave of coughing rendering her immobile.

The floor shook as the monster approached, its phallic pike thrusting in the air as its moaning roar filled their ears.

With no time to think, Rarity used both hooves and magic to grab Pinkie and, with a strength she didn’t know she had, threw her. Her magic flung the door open and Pinkie disappeared through it into darkness. Rarity put her all into one last sprint, not daring to look even as she felt the floor vibrating beneath her hooves. Something smacked into her flank and sent her spinning before a massive crash reverberated in her skull. Though her hind legs smacked the wall, somehow Rarity made it to the door and went tumbling out of the train.

Or so Rarity had thought. Having expected a sheer drop of a few feet, she attempted to roll only to end up with her muzzle slamming into hard floor. The impact so thoroughly jarred her that for a while she could only lay in a daze. As the Rainbow Dashes finally stopped chasing the Fluttershys around her head, she slowly began taking in the world beyond the pain. The first thing she noticed was that she couldn’t hear the train.

The second was Pinkie’s quiet voice. “Don’t look.”

Rarity froze, cheek still on the floor. She fought against her rapid heartbeat and did her best to maintain her breathing. What could possibly be there for them now? A mutated Opalescence? Her brain could only take so much horror, and nasty smoke demons and hulking phallic monstrosities brought her almost to the limit! The pain in her face and hip didn't help matters. After a moment of silence, she whispered, “What is it? Another monster?”

“No,” Pinkie replied, her voice hoarse. “B-but I don’t think you’ll like what you’d see.” She sucked down a raspy, rattling breath that made even Rarity’s throat feel sore. “I think we should leave.”

Well, if it wasn’t a monster, Rarity was sure she could handle it. She pushed herself into a sitting position and rubbed her aching muzzle with a moan. Her eyes opened, only to find a pink hoof in her face. “Darling, I can’t see.”

“Th-that’s the idea.” Pinkie tugged on her shoulder. “Come on. Really. You don’t want to look.”

Rarity’s insides churned at the possibilities. “Are there bodies?”

“Nuh-uh.”

Okay… “Is there blood?”

“No.”

The concern began to fade as Rarity pondered. “Is there… umm… torture devices?”

Pinkie heaved a dry sigh. “Just come on, please?” Well, she didn’t sound scared at all. Rarity batted her hoof away, only for her vision to be obscured by Pinkie’s tail. How was she putting that in Rarity’s face and dragging her off at the same time?

“Pinkie, dear, honestly! I think you’re exaggerating quite a bit. How am I supposed to… oh, enough!” She pushed the hair from her face and turned around.

The Carousel Boutique. Her jaw dropped at the sight of her once magnificent home, now a torn and tattered ruin. The wallpaper, once lovely, now shriveled and black. The furnishings, carefully chosen for maximum aesthetic appeal, were ugly hunks barely standing on their own legs. Mold now covered her beloved fainting couch from top to bottom. And the dresses. Oh, her precious works of art! Nothing more than rags, torn and threadbare. Rarity stared at one of the few ponnequins still standing, the dress it displayed a grotesque insult to her visual and olfactory senses.

Rarity’s lip trembled. Her eyes burned. Her legs shook.

“R-Rarity?” Pinkie sidled up to her, blue eyes shining in the dark like beacons. “Are you alright?”

Rarity sucked in a sharp breath and squared her shoulders. Now… now wasn’t the time. She turned to the door and trotted out, not so much as giving her home a backwards glance. She couldn’t. If she did, she might lose herself in that squirming ball of agony churning in her throat.

“Oh, I told you not to look!” Pinkie followed quickly, head low and ears flat. “B-but it’s alright, we’ll figure out what’s wrong and fix things, and then—”

“It’s okay, Pinkie.” It took every ounce of will Rarity had to keep her tone neutral. “It is only a minor setback.” That would take years of work to recover in every conceivable way. “Dealing with this crisis is far more important than a few rotting clothes.” Oh, Sweet Celestia, let her not think about clothes!

“It’s not okay! It’s so very far from okay I—”

“Pinkie.” Rarity came to a stop and turned her head towards her friend, but didn’t meet her eyes. “Not. Now.”

Pinkie retreated as if stung, her eyes dropping to her hooves. Her mane fell across her face, but it hadn’t been fast enough to hide the hurt look on her face. Were Rarity not already fighting to keep the ache in her chest down, she might have winced at the extra stab in her heart. Instead, she merely turned away. “I’m sorry, dear. I j-just… I have to think about other things right now. You understand… don’t you?”

Please understand.

“Y-yeah.” Pinkie stood at her side, giving her the lightest of nuzzles. “I understand.”

Rarity wanted to smile for her. The poor dear looked downright miserable. Was her face a little green? But the smile wouldn’t come, and she decided there’d be no point in forcing the issue. So instead, she offered a quiet, “Thank you.” Only now did Rarity take in their surroundings, and what she saw was almost enough to shatter her fragile heart.

If the Carousel Boutique had been a ruin, Ponyville was a ghost town. The grass had turned brown and dry. The buildings appeared ready to collapse at a faint breeze. Her gaze settled upon Town Hall, its great ceiling caved in and one wall scattered across the central plaza. It reminded her almost of a great corpse succumbed to some terrible disease. Sickly yellow clouds covered the sky and left the town in a blanket of darkness that, somehow, failed to keep her from seeing everything in vivid detail.

Rarity didn’t know how long she stared at the tattered remains of her home. Was this what happened to Canterlot? How long had it been like this? How could the curse spread so quickly? What had it done to everything?

“Where is everypony?”

Pinkie’s voice made Rarity jump. She turned her wide eyes to her friend, then realized that she had likely asked the single most important question of all. In an instant, only one pony came to mind.

She focused her gaze on the town yet again, unaware of how her own voice cracked. “I h-have to find Sweetie Belle.”

“Good idea.” Pinkie started towards Town Hall. With no better direction in mind, Rarity followed. “Any idea where she’d be?”

“School, I suppose?”

“R-right.”

Rarity felt as if she’d stepped into the pages of a horror novel. Every building seemed shrouded in an unnatural darkness. Her imagination, fueled by recent events, conjured all sorts of vile entities hiding within those shadows. The buildings seemed more like hulking behemoths awaiting the unwary and foolish to step into their cleverly disguised maws. The two mares kept as close to the middle of the street as they could, their flanks bumping rhythmically as they walked. They frequently exchanged furtive glances.

Rarity longed to call out for somepony, but some deep instinct kept her lips sealed. Pinkie whimpered with every step, her breathing labored and her eyes shifting constantly. Rarity might have said something about it were she not afraid of the very air they were breathing, or the lingering pain of the condition of the boutique. They approached Town Hall and came to a pause, staring at the skeleton of a structure.

Without a word, Pinkie began walking around, her body low. She looked as if she expected something to pounce on them at any second. Whether it was trust in Pinkie’s instincts or her own bubbling paranoia, Rarity did the same.

Pinkie stopped so abruptly Rarity almost walked into her. Her friend’s ears perked and her head swiveled to take in the fallen wall before them. Rarity followed her gaze, but saw nothing but chunks of stone, plaster and wood.

A moment. Another. Rarity chewed her lip, fighting with her instincts, but at last could take no more. “What is it?” she hissed.

“It’s—” Pinkie shook like a leaf, her pupils shrinking a little more by the second. Only now did Rarity notice the shaking in her friends legs. “I don’t know. Pinkie S-Sense is… is… going crazy…”

Out the corner of her eye, Rarity saw it; one of the chunks of rock shifted. Her heart leapt into her throat as she turned to watch. She hoped, dearly, that it might be somepony trapped in the rubble. That seemed a morbid thing to hope for, but when the alternative was a new demon to flee from, Rarity considered it sound.

One of the rock chunks shifted again, then began to rise. The mares took a step back, Rarity feeling her hackles stand on end. The rock, circular and flat, shifted, then tilted back to reveal… a donkey? No, something resembling a donkey. It wore the rock like a wide-brimmed hat, and it had a mouth spread wide in a toothless black grin. In place of eyes, it possessed a mass of tiny stalks, each with a small red ball that shined bright in the dark, making the creature appear to have a thin visor over its face. Rather than equine legs, the creature was carried just off the ground by tiny, insectoid legs like a centipede. It raised two thin, clicking pincers. The inside half of each pincer was much smaller than the outside half, giving the claws the appearance of a sword, or perhaps a finger.

The creature, slightly smaller than Rarity, raised both its claws, seeming to point at the mares. Rarity prepared to cast a shield spell, but no attack came. Instead of approaching, the monster let out a sound like a cackle, its head bobbing and its chest heaving. The sound could only be a laugh, albeit a cruel and mocking laugh. Still, only a laugh. Rarity stared at the thing, jaw loose and spell forgotten. Was that all it intended to do?

With a burst of gravel and dirt, more of the creatures rose from the wreckage of the building. Three, five, seven, a dozen! They all behaved in the same fashion, giggles echoing through the lifeless air. The sound filled Rarity with a sense of unease that grew with every passing second, and she slowly backed away. She glanced at Pinkie, who kept at her side and appeared ready to sprint.

Then, the sound came from a new direction! Rarity spun about and gasped as more of the cackling things skittered out of some of the nearby buildings, all pointing their elongated claws at her. The noise pounded into Rarity’s skull. Her legs shook. “S-stop it…”

They were mocking her. They made her feel so… so small. “Please…”

The laughter penetrated her mental defenses like a hot knife in her brain. She trembled and fell to her knees. Why was she out here? What was she doing? She had no idea. She’d never find Sweetie Belle. This… this horrible curse had ruined everything! Her boutique… her hard work… ruined…

“Stop it,” Pinkie whispered.

Rarity covered her face in her hooves. “Stop laughing at me. I-I can fix it.”

They only laughed louder. Their skittering legs scratched at her ears. She felt like screaming, but her chest contracted and she ended up choking on a sob. Why did she feel so useless? “S-stop laughing… I’m a… I’m…”

“Rarity, we have to… to…”

Sweetie Belle. She had to find Sweetie.

What was the point?

She might be hurt!

And Rarity could do something about it? Unlikely.

But she had to try.

Why? Why try when failure was almost a certainty?

Because they were sisters.

Sisters…

Sister.

“M-my sister…”

When had she closed her eyes? Rarity forced them open. The creatures kept their distance, still pointing, still giggling, still shaking from face to flank. She hated them so much, hated them for their ridicule. But they were right to make fun of her, weren’t they?

No. No, she couldn’t let such thinking beat her. She had to… Pinkie had to…

Pinkie?

Her head shifted to take in her companion. Pinkie lay on her barrel, face in the dirt and forelegs over her head. She shook like a leaf, her sobs piercing through that wicked, horrible laughter. And behind—

The sight of the raised claw sent a jolt of energy through Rarity; suddenly, all her thoughts coalesced into a single point. She launched to her hooves, shrieking a battle cry that pierced the giggles, all her angst channeled into ferocity as she flung herself to her friend’s defense. The offending creature, not a foot behind Pinkie, retreated sideways like a crab, emitting its gruesome laughter as it did. It didn’t even try to take a swing at her. The others pulled back as well when she advanced, pointing and sniggering as if her aggression were part of some comedy act.

Two threatening steps, and Rarity paused. She spun around and back to Pinkie’s side, scattering the three creatures that had begun their approach. Their cowardly tactics only intensified her emotions. She circled Pinkie’s prone form, snorting steam as she watched the little beasts. “What’s the matter? Come on! Come get us! That’s what you want to do, isn’t it?”

But they held back, their long pincers jiggling in the air as they guffawed and chuckled endlessly. Whenever her back was turned, a few would advance, but they would always retreat to a safe distance the moment she focused on them again. How long could she keep this up? Would they keep retreating, or would they start getting brave? There were far too many for her to deal with on her own.

Rarity paused to glance at Pinkie, who hadn’t moved from her spot in the grass. “Pinkie. Pinkie! Get up! I need you.” No response, only more sobbing. Rarity spun around and snarled at one of the creatures. It beat a cackling retreat. “Pinkie, please!”

Another turn, there were two. Turn again, there were five. They fell back every time, but their laughter began to pierce Rarity’s confidence once more. She felt, with a terrible certainty, that she wouldn’t break free of the spell a second time. She risked a glance at Pinkie, but if her friend was aware of the danger she showed no sign. She spun about to send another pair of monsters running, then got an unpleasant idea.

“I’m very sorry about this…” She turned one last circle, making sure the creatures were kept at bay, then whipped around and bit Pinkie’s ear hard enough to taste blood.

Pinkie let out a shout and launched into the air, cradling her ear in both forehooves. She landed neatly on her hind legs, her face streaked with tears and her eyes popped open wide. “Yeeowie, was that an owie! What’s the big… deal… Oh.”

Rarity turned so she and Pinkie faced opposing directions. “We need to escape. These cretins won’t come close as long as we focus on them, but I don’t know what to do next!”

Pinkie got into the act with startling speed, circling alongside Rarity so that they kept the creatures in their sights constantly. “Really? They’re scared of us?”

Scared? They certainly didn’t look or sound scared to Rarity. Still… they were clearly determined to keep their distance, at least from the front. “I don’t know, but I don’t think we’ll be able to outlast them in a waiting game. I’m open to suggestions!”

“Walk forward.”

Rarity paused, letting Pinkie bump into her side. “What?”

“Trust me, walk forward!”

She took in those long claws. Was it just her or did they seem even sharper than before? And their giggling… By Luna’s mane, she wished they would stop with that horrendous racket! “A-are you sure? They could—”

“You wanted a suggestion, well that’s my suggestion. Now can we please start moving?”

The desperation in Pinkie’s tone provided just enough of a kick to Rarity’s brain to let her take the first step. Her head shifted constantly, her eyes catching the ugly things trying to sneak in from the sides. Every time she set her gaze on one it would crawl away. Their incessant chuckles made the whole thing seem like some sort of game to them, but Rarity doubted those claws were for playing ‘tag.’ Her legs shook with every step, for she just knew the beasts would lunge the moment she got too close.

And yet that didn’t happen. To Rarity’s amazement, the things retreated from her approach. Pinkie walked backwards at her side, the two keeping careful pace with one another and working together to keep the monsters at bay with their eyes. Although Rarity could not comprehend a reason, she watched in subdued awe as they approached the edge of the plaza. She guided them towards one of the exiting streets, and the little giggling devils parted for her like water before a boat. Not a single one entered the roadway.

After what seemed an eternity, Pinkie and Rarity were beyond the plaza. Rarity turned about to walk backwards with Pinkie, her mind trying to process what just happened. The creatures followed only until they reached the edge of the plaza, and then they just stood there, their chuckles subdued as they watched the mares’ steady retreat.

The moment they’d passed beyond sight of the things, Rarity collapsed to her haunches. She shook from muzzle to tail and squeezed her eyes tightly shut. “Oh, thank goodness! I thought we were doomed for certain. How did you—Pinkie!”

She’d turned around just in time to see her friend collapse in a heap. Pinkie hacked as Rarity frantically surveyed her body for injury. “Are you alright? Those beasts didn’t hurt you, did they? Please, tell me you’re okay!”

“They didn’t—” A brief hacking fit forced Pinkie to start again, her voice weak. “Th-they didn’t hurt me. It’s… it’s this p-place. It’s so horrible and cruel and… and so the opposite of fun. It hurts just to b-breathe.”

The world? Rarity glanced around at the buildings of Ponyville, all dilapidated and worn. Yes, the street may have been familiar, but she suspected truth in Pinkie’s claim. Was Pinkie’s natural, joyful manner being assaulted somehow? The rational part of Rarity called that impossible, but the unicorn within her knew there was more to the world than logic might suggest. Most importantly, she knew to never associate impossibility with Pinkie Pie.

How was she supposed to deal with this? Those creatures proved beyond a doubt that Rarity couldn’t handle this situation alone, and yet poor Pinkie could barely move. Sure, she might have confronted dragons and changelings and other terrible foes, but these things were beyond equine! How could such things even exist? If only Twilight were here. She always knows what to do.

Pinkie’s whimpering shook her out of her fretful reverie. The sight of the trembling pony was enough to harden Rarity’s nerves. Buck up, Rarity. Pinkie needs you to be strong. We’ll find a safe place to lay low for now, and then you can have a break down.

“Come along, my dear. Let’s get you somewhere safe.” Rarity assisted the wheezing Pinkie to her hooves, and together they continued down the street. They set a slow pace, Pinkie seeming incapable of moving too much without wincing. “Now don’t you worry, Pinkie Pie. Everything will be alright.”

“I hope so,” Pinkie whispered. She pressed her muzzle to Rarity’s neck, and only now did Rarity notice her tears. “I-I’m glad I’m with you. Really.”

“I can only image.” Rarity risked her balance to rub a hoof through Pinkie’s mane, her eyes drifting along the houses warily. “Being alone in this situation would be simply horrid.”

“No,” Pinkie hissed between breaths. “I m-mean, I’m glad it’s you, Rarity. You always… had a head for… for things. You’ll get us out of this. I know it.”

Rarity said nothing, mostly because she could think of nothing to say. She glanced at her battered and bruised companion, but Pinkie’s eyes were squeezed closed. Did she really believe that? Rarity didn’t know whether to be flattered or frightened. After all, she certainly didn’t have that kind of faith in herself, not right now. Of the three terrible things they’d been through over the last – hour, perhaps? It seemed like so much longer – it had really been Pinkie that had gotten them out alive. Rarity’s guidance was more likely to get them killed than anything.

Pinkie cracked open one blue eye, meeting Rarity’s. Despite her huffing, she managed a feeble smile. “Don’t worry. W-we’ll get out of this. Together.”

How could she manage such confidence when her state was so poor? And yet, Rarity found that she did feel a little better about their odds. So much so that she amazed herself and smiled in return. “Yes, I’m sure we will.”

They walked in companionable silence for a short time, Rarity doing her best to ignore their dismal surroundings. They soon passed into the market square, a truly dreadful sight. The tents were little more than tatters, and what little produce existed did so as mounds of molding, putrid goop. The sight worried Rarity. How long would they be trapped in this strange alternate world? Would they be able to find any food? The thought of starving away in this place left Rarity a little queasy.

“So,” Pinkie wheezed, “where will we bring Sweetie when we find her?”

“I…” Rarity pursed her lips as she considered. She’d been so lost in the moment, a destination had yet to come to her. “I can’t say I know. The Boutique is…” She swallowed the lump in her throat and blinked away the wetness trying to sneak into her eyes. “…is not acceptable. I’m not sure where we could go that’s safe.”

“Sugarcube Corner’s nearby,” Pinkie ventured, the slightest touch of hope in her tone. “W-we could… check on the Cakes?”

They had yet to see a regular pony anywhere. As much as Rarity didn’t want to admit it, she somehow doubted the Cakes would be there, yet she refused to say so out loud. Pinkie could use a little hope right now. But then again, if Sugarcube Corner fared as poorly as the Boutique…

A scream pierced her ears, but it was not the sound itself that filled Rarity with dread. Rather, it was that the scream sounded hauntingly familiar. Her head whipped around to the source as her heart leapt into her throat. “Sweetie Belle?”

A few seconds later, three familiar fillies darted onto the scene, screaming in tandem as they fled from some unknown threat. Rarity burst into a gallop, completely forgetting Pinkie as she moved to intercept. “Sweetie! Girls!”

Sweetie trailed behind Apple Bloom and Scootaloo, but didn’t slow down as she turned her head to spot her sister. The poor thing had tears streaking down her face and her pupils were little more than pinpricks. “R-Rarity, help! It’s trying to eat us!”

Before Rarity could ponder that declaration, a crash came from where the girls had appeared. Rarity looked over just in time to see a huge lizard-like monster smash through a wooden stall, bounding forward on two thick forelegs as a long, snake-like tail slithered behind it. Another exploded from a crumbling, moldy tent, sending rotting crates and splinters flying in all directions. The second one had dark stains around its long mouth that Rarity did not want to think about.

With no time to think, Rarity turned mid-gallop to come behind the girls. “Sweetie, go! Don’t stop running!”

“You don’t have to tell me twice,” Scootaloo cried, her tiny wings buzzing.

Apple Bloom was a sobbing mess. “I want Applejack! Oh, Celestia, please!”

“Don’t look back, girls!” Rarity did her absolute best to follow her own advice. That proved difficult; while they weaved through tents and stands, she could hear the two beasts ramming right through the obstacles. She prayed they were at least being slowed down; she had no idea how to defend against the things! But defend she would. If those fiends laid one ugly claw on the girls, she would make them pay dearly for the crime.

“Rarity!” Sweetie called over her shoulder. “What’s going on? W-what is that thing!?”

“Just keep going, Sweetie!”

“But where are we going?” Scootaloo shouted back.

Pinkie jumped out from behind a crumbling produce stand, sweat beading on her brow and her chest heaving. “Sugarcube Corner! It’s the closest! Come on!”

Rarity almost commented on Pinkie’s visibly terrible condition, but her friend darted ahead and disappeared from sight before she could open her mouth. She had no time to fret over her anyway, for Sweetie was beginning to fall behind the others. “Come on, Sweetie, you can do it!”

“I… I’m trying!” Sweetie sobbed as her legs began to slow. “I d-don’t wanna be eaten!”

Against her better judgement, Rarity glanced back. The two lizards were hot on their tails, but at least they were having trouble getting through the dense market. “Sweetie, when I tell you to, I need you to jump.”

“Jump? I can… barely… run, and you… want me to—”

One of the lizards let out loud hiss, its mouth opening to reveal not only small, sharp teeth but a mass of squirming snakes.

“Jump, Sweetie! Jump now!”

With a cry, Sweetie Belle kicked off the ground as ordered. Rarity dropped low and tucked her forelegs in, at the same time giving her sister a magical boost that sent her a little higher in the air. The maneuver churned up dirt, but put Rarity right under Sweetie as she fell. The instant her sister landed on her back, she dropped her forelegs and, in one fluid motion, rose and continued her gallop. “Hold on, Sweetie. I’ve got you!”

Sweetie didn’t disappoint, clutching at Rarity’s mane as if her life depended on it. Rarity weaved through the last of the market stalls – why did the area seem so much bigger than normal? – and soon ran across open ground. Sugarcube Corner was several hundred feet ahead, and the sight filled her with horror. If those things get out into the open, we’ll never make it!

Pinkie darted onto the scene from an alley, her straight mane trailing behind her as she galloped just ahead of Rarity. She actually looked worse now than she had a second ago, her face contorted in clear pain and sweat pouring down her bruised flanks and face. “W-we can… make it. We’re g-gonna make it!”

“It’s gonna eat us,” Sweetie squealed. “Oh, Luna, it’s coming!”

Rarity looked back and saw one of the beasts leap over the last row of stands to land in the street. Without breaking its stride, it came at them at a pace that sent a wave of panic through her. “Don’t look, Sweetie. Don’t look!”

“Open up!” Scootaloo shouted. Already up the short stairs to the café, she reared up and kicked at the door frantically. “Please, open up! Why won’t it open?!”

“It’ll open for me!” Pinkie cried, putting on an extra burst of speed. “Out of the way, Scootaloo!”

“Rarity!”

“Not now, Sweetie!” Rarity could hear the monster’s horrible footsteps. By Harmony, they sounded fast. We’ll make it. We’ll make it. We’ll make it! “Pinkie, open the door!”

“On it!” Pinkie leapt the stairs, slamming into the front door of Sugarcube Corner like a living missile. Contrary to Rarity’s expectations, the door didn’t shatter but merely opened wide. Scootaloo, having ducked beside the stairs, jumped up and turned to watch Rarity. Her eyes went wide. “C-come on, hurry! It’s gaining on you!”

Rarity sucked in a sharp breath before crying, “Don’t just stand there, get inside!”

Scootaloo stood as if frozen, tears dripping off her cheeks as her lips moved swiftly and silently. She held that position for what seemed an eternity, until Pinkie appeared in the doorway and snatched her up by her shoulders. Scootaloo screamed and squirmed as she was carried inside. “No, wait! We can’t leave them out there! Sweetie!”

“Rarity!” Apple Bloom shrieked. “Duck!”

She reacted, swinging her hips and dropping so that she slid along the ground hooves-first. Before she’d even stopped, the great lizard appeared, its wicked claws just missing her as it overshot her. The thing landed a few feet away. Only now did Rarity see the long metal chain piercing the tip of its tail. Her eyes went wide and her breath froze in her lungs as the heavy-looking metal swung around like a whip, knowing she’d never be able to dodge.

Instinct kicked in; Rarity lowered her horn and put all she had into a single spell. A pale blue shield winked into existence. The chain smashed into the shield and ricocheted, but that one hit was enough to shatter the barrier. Rarity’s horn ached, but she and her sister still lived. Scrambling to her hooves, she leapt backwards just in time to avoid a second swing, the rusty metal flashing past her eyes in a blur. The lizard spun around and bared its teeth, its hiss accompanied by those of the dozen snakes that made up its tongue.

Sweetie held on all the more tightly, sobbing into Rarity’s mane. Rarity danced back, hopping and skipping to avoid the creature’s claws and snapping fangs. “P-Pinkie, what do I do? I can’t get past it!”

“Remember the manticore?” Pinkie cried back. “Get it in the face!”

What compelled Rarity to follow that seemingly absurd advice, she couldn’t say. This thing seemed far more dangerous than the manticore ever had! And yet, for whatever reason, she found the courage – or perhaps desperation – to reverse course and leap over a low swipe of the lizard’s claws. With a scream made up of equal parts terror and anger, she delivered a flying kick that landed right between the beast’s eyes.

Rarity realized too late that she’d put too much force into her jump. With a shout, she pitched forward and rolled over the lizard’s back. She felt Sweetie tumble from her shoulders and reached out in a bid to snatch her back, yet her hooves caught only air. She landed on her side behind the creature and, despite the renewed pain in her flanks, leapt back to her hooves. “Sweetie!”

But Sweetie had somehow been caught by Pinkie, who now galloped for the café. “Rarity, come on!”

Rarity sprinted, ducking her head just in time to avoid a swing of the creature’s tail. A moment later and she was inside, slamming the door behind her. She looked about the worn and rotting café, but had no time to take in the state of her surroundings as she spotted Pinkie guiding Scootaloo up the stairs. “This way!”

“What?” Rarity hurried after them. “Pinkie, we can’t go up there. We’ll be trapped!” As if to emphasize her words, the front door shook with a resounding impact. She looked back to see a claw rip into the wood like it was paper. “Pinkie!”

“Just trust me!”

Seeing no other option, Rarity followed. She was halfway up the stairs when the front door exploded inwards, the great lizard smashing its way into the dining area. Its head whipped up to look at her, and Rarity could swear the thing had a furious look to its narrow eyes. Its hiss made the hairs on her back stand on end, and she wasted no more time gawking.

She reached the top of the stairs. It was already at the bottom, claws creating gashes in the wood as it pursued. She turned the corner and it was halfway up. With a scream, Rarity ran towards Pinkie’s room, following her friend’s bright tail as it vanished through the doorway. Through the fear and the tears and the sound of those claws tearing up the stairs, she had just enough presence of mind to look to the closer doors, only to find them all blocked by rusted iron.

The thing was at the top of the stairs. She didn’t have to look to know; she could feel the hallway shaking from its movements. Heart in her throat, gasping for breath, she tried to make the turn and slipped on slick, fungus-covered floorboards. Her chin impacted the ground and her head rang. She looked up and saw nothing but sharp claws that descended for her face, and raised her hooves with a cry.

Something caught her hooves in a firm grip, and Rarity felt herself catapulted through the air. The world spun in her vision until she slammed onto her stomach with a gasp. The fillies were screaming, the creature was letting out another of its vicious hisses. Rarity closed her eyes, knowing they had nowhere left to run.

Then, abruptly, there came the sound of a door slamming… and quiet took over. The fillies’ screams faded to mere whimpering, and the noises of the monster where gone entirely. Slowly, taking heaving gasps, Rarity pushed herself into a sitting position. A quick look around revealed Scootaloo and Sweetie Belle clutching one another in a corner of the room, their faces covered in tears. Now oriented, Rarity turned to the door, fully expecting the lizard to come bursting through.

All she found was Pinkie, who turned to face her. The perspiration ran in rivulets along Pinkie’s face and withers, her mane was a tangled mess, and her knees all but knocked together with their shaking. Her bruises were now blatantly visible, speckling her body in blue marks. Even so, she managed a feeble smile before speaking with a hoarse, barely audible voice. “S-see? Told you we’d be okay h-here. Now, if you don’t mind, I’m g-gonna—” She dropped like a bag of rocks, head smacking the floor with a bang.

“Pinkie Pie!” Rarity was at her side in an instant, surveying every inch of her for damage. To her relief, it appeared the lizard didn’t land a blow with those claws. “Are you alright? Speak to me, please.”

Pinkie only moaned, on hoof wrapped around her midsection and the other clutching her forehead.

“You poor thing,” Rarity whispered, gently stroking her friend’s mess of a mane. “You were already feeling terrible, and then that beast came after us… you overexerted yourself, didn’t you?” Paying no mind to the concerned attention of the fillies, Rarity lifted Pinkie up and carried her to the bed. “Just rest. We’ll stay here until you’re ready to move again.”

Pinkie trembled as the faded sheets were pulled up to her shoulders. She tried to speak, and Rarity had to lean in close to hear. “P-Pale is coming. We’ll be s-safe in the white. Got to m-move… move then. Only way. Only w-way.”

Rarity shushed her with the gentlest of nuzzles. “It’s alright. Just rest for now.”

“R-Rarity?”

“Sweetie.” She turned to her sister and Scootaloo, who had finally calmed down enough to free one another from their vice-like hug. “Are you girls alright?” A cursory glance showed no signs of injury save for a few minor cuts and bruises, and the terrible worry she’d been holding on to finally started to ebb. She grabbed both fillies into a tight hug, and neither objected.

It was Scootaloo who started with the questions. “What’s going on? Where is everypony? What’s wrong with Pinkie? Why are there monsters running around Ponyville?”

“How’d you get back here so fast?” Sweetie managed to slip in.

Rarity sighed and set them down. She took a moment to gather what she knew about the situation. Lamentably, that amounted to very little. And with Pinkie out of commission for the time being…

No, she would maintain an air of authority. The urge to panic swelled within her, but she caught it in a stranglehold and pushed it deep within the recesses of her mind. She couldn’t break, not yet. These fillies needed an adult to appear strong. They had only one candidate for the role right now. Once Rarity could be certain of their safety and the presence of a few other responsible ponies, then she could break down. But not now.

Not now.

Not now!

Another deep breath. She was in control. The mature adult in the room. Everything would be fine.

“I’m afraid I don’t have all the answers, girls,” Rarity replied at last as she at last looked them in the eyes. “But we mustn’t panic. Nothing was ever solved by panicking. We’re going to stick together and hold out until somepony figures out what is causing this mess. And as soon as I have you three safe—”

She choked. Her eyes darted about the room and she spun a circle. Horror shot back into her with a surge of adrenaline. Oh, no…

“Where’s Apple Bloom?”