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The thunderous sounds weren’t the worst part. Or the oppressive yellow clouds pressing in on all sides. A sense of being all alone was pretty bad, but not so bad as the occasional choking sounds that carried faintly on the winds. Being made to retreat was terrible, but nothing she hadn’t been forced into before.

No, the worst part about all of this was that Lightning Dust was responsible. It had been she who’d rallied the Manehattan weather team, she who entreated everypony to try breaking through the cloud dome, she who’d led them with confidence and determination on their side. And now, as far as she could tell, she was the only one who would make it back alive… although even that didn’t seem so likely.

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They were getting closer. All Lightning could do was dive through what seemed like an endless world of clouds. The alien, oily moisture of the air rolled in beads across her face and chest, combining with tears that forced their way out and fell behind her in a spray of droplets. She didn’t think about what this air might be doing to her, or how those giant worms were undoubtedly closing in from every angle. Even her desire to escape, frantic as it was, took a backseat in her roiling mind.

Lightning didn’t make friends easily. In Manehattan, she’d somehow managed to make four of them.

Urban Horizon. Cool Glasses. Heartsleeve. Tooty Fruity. She could still see their faces in the clouds.

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Gone. She’d killed them all, just by being associated with them. If she’d not been on their weather team, would they still be alive? Cool was supposed to have gone on vacation next week to see his mare in Fillydelphia. Now he was a bloody decoration for a giant, flying worm.

Just like the rest of them. Two dozen pegasi, dead because she’d given them a stupid idea.

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Lightning’s lips pulled back in a grimace. So, one of them wanted dessert? She had to think of something…

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She couldn’t die here, not until she’d made them all pay. Somepony was responsible for the crap that was happening here, and when she found out who she’d ram her hoof down their throat!

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But first, escape.

Suddenly, the world existed! She dropped from the clouds, and the appearance of the city beneath her was so otherworldly she almost forgot she was being chased. She stared in stunned silence—

Thoom

No, wait, be stunned!

Lightning let her wings go limp. Plummeting to the earth without any control, she looked back just as one of those ugly worms broke through the clouds. Her chest tightened at the sight of no less than three bodies dangling from it like marionettes, all of them still kicking and flapping as if they might somehow escape their agony. The thing came at her, squirming in the sky like some black serpent.

It didn’t try to hit her with its stun attack. She chewed her lip and waited, heart pounding as it drew closer and closer. She had to time this just right. The head reared back—

Lightning flared a wing and corkscrewed just when the monster lunged. The world went in slow motion as it passed her, black flesh within inches of her face. Then came the first body; a golden pegasus with a spool of thread for a cutie mark. The monster had speared her from behind, running her through from above the flanks and, like all the others, escaping out the mouth. Lightning imagined that being her, or one of her friends, and shuddered.

Which was nothing compared to the horror that rose inside her when the mare’s eyes shifted to meet hers.

And just like that, the worm had passed. Time got back up to speed, and so did Lightning, finishing her maneuver and flying in the opposite direction. As she descended, she looked back along her electric wake to see that the worm was returning to the clouds with its morbid cargo.

She was over one of the densely packed residential districts. The streets crawled with all manner of creatures she didn’t care to identify, but landing on one of the taller apartment buildings seemed safe enough. She wasn’t about to head back to the Weather Office; that would mean facing all those ground-bound ponies and explaining to them why she alone made it back. That… She couldn’t do that.

She landed and let her wings drop limply to the ground with a groan. So much effort, so much loss, and for what? She banged her head on the roof’s raised edge, then again. Looking out to the city beyond, she could still hear faint screams. Perhaps some of those were her friends.

Assuming any of them escaped the clouds.

She banged her head a few more times. The pain felt good. She kept doing it, wincing with each hit and trying to come up with a solution to her predicament.

Sore and weary, Lightning fell to her haunches and rested her chin on the ledge. She rubbed her burning skull and stared at the ugly, ruined city. How many ponies had already died? How long was this going to last? Why was she such a screw up? She just felt like sleeping…

Her ears perked; something had just hissed. It wasn’t the ‘hey, look at me’ kind of hiss, either. She raised her head and looked around, but she was alone on the roof. Her gaze landed upon the stairhouse leading into the apartment; the door was closed.

Another long, drawn out hiss. She stepped away from the raised edge—

A scaled claw swept through the air right where her head had just been.

Lightning jumped back with a shout as a massive grey lizard crawled over the edge of the building, its wicked talons cutting grooves in the concrete. It opened its mouth wide to reveal small, sharp teeth and a surprising number of tongues. Wait, were they tongues, or did it have snakes living in its mouth? The reptiles squirmed and flicked their tongues even as the creature emitted another hiss.

The sound of rattling could be heard as the monster pulled itself fully onto the building. A long, snake-like tail rose high into the air behind it, revealing the source of the rattling: a pair of spiked chains hanging from the end of the tail, which vibrated in a blur.

Lightning recovered from her initial shock and settled into a combative pose, wings opened and ready for use. “Alright, you ugly thing, just try to eat me.” If killing these abominations would help make up for her failures, she’d take down every single monster in Manehattan.

The monster obliged, lashing out with its claws with surprising swiftness. Lightning ducked the attack and countered, striking the thing’s arm, then flew up to avoid its backswing. Her blow hadn’t been very strong, but she hadn’t intended it to be. A rattle, and the tail whipped about, chains flying right for her! Lightning barely managed to dodge, and flew back to make some room.

It was much faster than it looked. Lightning wondered if her decision to stand and fight hadn’t been premature. Maybe it had been. Yet, as the lizard-snake thing crawled after her, she steadfastly refused to back down. She’d just ran away from a bunch of monsters, she wasn’t about to do it again so soon! With a quick dive, Lightning struck the creature’s head before it could snap a counter. Swooping back into the air and just avoiding another swing from the tail, she turned and made for the stairhouse.

A quick glance back showed the monster giving chase, its long tail whipping about in a frenzy and the snakes in its mouth hissing. Grinning, she turned to circle the small structure—

“Whoa!”

It was only by sheer luck that she managed to duck under the blade that swung for her throat. Her left wing wasn’t so lucky, taking a small but painful cut near the upper joint. Lightning swerved, tried to get air, then hit the concrete chest-first. The impact jarred her just enough to ruin her trajectory, and her world spun. When she finally came to a stop, she lay on her side and clutched her wing.

Clicking sounds drew her attention back to the stairhouse. There, bent over as if to examine her, was another monster. This one was tall and thin, its proportions akin to an emaciated minotaur. Blades of every shape and size pierced the creature’s body, carpeting it with sharpness and giving it the appearance of a walking knife rack. What parts of it weren’t covered and bleeding were pale grey, not a single tuft of fur on its entire body, and its head was round and featureless save for a mouth held shut by more blades and a pair of wide, green eyes.

It reached for her, revealing a fingerless hand with several sharp edges protruding from it like daggers. Even with this simple movement, Lightning could see how the blades in its arm and shoulder shifted to cut deeper into its body. The thing had to have been in outrageous amounts of pain!

Lightning had no time to think on that; she scrambled out of the way, relieved that it didn’t attempt to follow—

Snap!

She shrieked as thin teeth bit into her foreleg. The lizard-like creature, forgotten in the moment, shook its head violently. Lightning screamed and kicked as the snakes within its mouth sank their fangs into her flesh, and still she was tossed around like a rag doll. If this kept up, her leg would be ripped right off!

With one final hiss, the monster released. Lightning flew sideways to smack the raised edge of the roof and collapse to her side. She tried to stand, only to fall when her bleeding leg gave out. An intense burning ran up it, gradually seeping across her body and making her feel numb. Had she been poisoned? How could it be working so quickly?

“Celestia be damned, this isn’t happening!” She struggled to crawl away, tears on her cheeks and an image of her friends in her mind. Too soon, it was too soon! How was she supposed to face them in the afterlife if this was the best she could do?

The lizard was practically on her. It raised its claw, and Lightning braced for the blow…

Something black and green flew through the air, slamming into the creature’s side. Lightning jerked her face away, the swung claw going wild but still managing to nick her cheek. When she next looked up, the monster had turned its attention to its new assailant, a black pony with green…

No, that wasn’t a pony. She was as tall as an alicorn, perhaps even rivaling Celestia. The insect-like wings, the holes in her legs... Lightning gaped at the sight, realizing she had just been rescued by a changeling.

A changeling that clearly had no idea the bladed creature was towering behind her. She was backing away from the reptilian monster, which had raised its tail and began rattling its chains, but in so doing she was coming within range of those sharp blades! Even if changelings were the mortal enemies of Equestria, this one had just saved Lightning’s life, and she wasn’t about to let it die before she repaid the favor.

She tried to shout, but her voice came out hoarse. Realizing it had to be the poison at work, she tried to stand. Her legs wobbled, a terrible weakness washing over her, but Lightning refused to quit. Just as she managed to sit up, she saw the bladed monster raise its sharp appendage, readying to strike the changeling’s back even as the reptile lunged.

With all the energy she had left, Lightning reared her head back and forced the words out. “Behind you!”

What happened next proved beyond her understanding. The blades came down and the reptile reared back. At the exact same time, the changeling dove aside. The mace-like arm of the monster smashed into the shoulder of the lizard, sharp edges puncturing the scales and sending blood splurting. Then, before it could do anything else… the monster turned to stone. It started at its head and rapidly spread until the thing stood awkward and immobile before the lizard, which was itself now stuck.

An instant later, the changeling returned and delivered a strike that Lightning failed to see, though it had to have been somewhere in the lizard’s chest. The thing emitted a loud hiss, convulsed, and went limp. The two creatures held one another up, leaving a neat archway from which the changeling casually stepped out, blood still dripping from her hoof.

Lightning’s eyes met the changeling’s green irises. They stared at one another for a few seconds, the changeling solemn and she in awe. She raised her hoof to point and declared in a voice as frail as she felt,

“That. Was. Awesome.”

Then she collapsed.

Consciousness came gradually, sneaking up on Lightning so that it took time for her to even realize she was awake. She lay on her barrel, body sore and heavy. With some effort, she managed to pry open one eye.

She was on a bench in… the woods? No, the park. The world had somehow gone back to that strange, whitewashed, foggy appearance from when the nightmare had first begun. Slowly, she pressed her hooves to the cool wood and forced herself into a sitting position, emitting a long yawn.

“You’re right on time.”

Lightning spun around to face her foe, but her hoof landed on air and she toppled off the bench and onto the grass. She adamantly denied to herself that she’d just cried out in surprise. A battle cry? Yeah, that worked. Cheeks on fire, she righted herself and set her hooves to the bench, pulling her weary self up to glare at whoever had spoken.

The changeling. She sat in the grass on the other side of the path from Lightning, her manner composed and weary. Her gaze hung low and unfocused. “Of course you were. Everything’s happening just the way it was shown to me. Not that you’re aware of any of it.”

“Oookay.” Though her legs were still weak, and the one with the bite still throbbed a little, Lightning pulled herself back onto the bench and sat properly, which didn’t quite make her tall enough to match her mysterious benefactor. She thought about thanking the changeling, but chose to go with her gut instead. “Look, I appreciate what you did for me, but… aren’t changelings supposed to hate ponies?”

The changeling’s eyes met hers, but otherwise there was no change in her expression. “That’s what they say.”

“So why’d you save me?”

She considered the question, her hoof tracing circles in the pale grass. “Because what’s happening now is bigger than ponies against changelings. If Equestria falls to this madness, so do we.”

“Right.” Lightning decided not to press the issue. The changeling saved her, so she’d give her the benefit of the doubt… even if she had no intention of turning her back. “Who are you, anyway? And why are you in Manehattan?”

“Who am I?” The changeling’s brow furrowed and her lips curled back to reveal sharp fangs. Lightning stiffened, readying for an attack, but after a moment the creature relaxed. “Right. I forget, most ponies have never seen me. I am Chrysalis, Queen of the Changelings.”

In the back of her mind, Lightning was flying circles. Chrysalis, one of Equestria’s greatest enemies, in Manehattan! This was big news, and Lightning was the one who would take her down. At long last, ponies would know her name for something other than causing disasters everywhere she went!

In the open, Lightning kept her expression as straight as she could manage. “I thought Chrysalis had a horn.”

The supposed changeling queen winced and rubbed at her forehead. “I did until Discord took it.”

Lightning’s shoulders stiffened. “Discord? He’s not responsible for all of this… is he?”

“No.” Chrysalis sighed and turned away. “Discord is… gone. The Maw devoured him, the first victim of the nightmare that has taken over this island. Soon it will spread across all of Equestria.”

Warning sirens went off in Lightning’s skull. She hopped off the bench and lowered herself into a combative stance. “And how do you know so much, huh?”

Chrysalis glanced back at her with a disinterested frown. “You wouldn’t believe me. You won’t believe anything I tell you. I need to show you something, because your part in this is significant.”

For the briefest moment, Lightning felt her resolve weaken.

Then she stomped. It was with her sore leg, and the dull ache that the motion evoked snapped her back into the moment. “You can’t trick me that easily! You’re just trying to make me your tool, aren’t you?”

Chrysalis rounded on her, calmness replaced with viciousness. “We are all tools, little pony! We are being used, played with in order to further our demise! If we don’t act, and act soon, there won’t be an Equestria left to conquer. Your kind will all die, and mine will follow shortly after.”

She sat back, calm once more. “But I have seen what God is up to. It touched my mind just long enough to let me know everything that will happen, and I will stop it. That means keeping you alive and showing you what you need to see.”

Lightning sat back and heaved a sigh. “Lady, you’re making about as much sense as my great Uncle Yakko.”

“I know, I sound crazy.” Chrysalis shrugged. “I’d feel the same way were I in your horseshoes. But I know you’re going to come with me anyway.”

“Oh, no.” Lightning backed away, wings spread for flight. “Look, thanks for saving me and all that, but I’m not about to go wandering around with crazy changelings. Even if they can turn monsters to stone and… uh…” Her train of thought derailed as the events came back to her. “Wait a minute, you don’t have a horn. How’d you do that?”

The corner of Chrysalis’s lip turned up. “Would you believe me if I told you?”

With a groan, Lightning sat and rubbed her head with both hooves. “I dunno, maybe? Depends on what you say, I guess. I just wanna be able to do that, ’cause it was pretty sweet.”

Chrysalis gestured down the path. “Walk with me, and I’ll tell you what I know.”

Lightning’s shoulders slumped. She eyed the changeling queen, then the direction she’d indicated. She had to admit, learning how to kill one of those lizard monsters in one hit did sound appealing, not to mention turning threats to stone. But if she went with her, didn’t that mean she was letting herself be used?

Maybe it didn’t. After all, just walking with Chrysalis didn’t make her a traitor, and she could always refuse to do whatever it was the changeling queen would ultimately ask of her. What harm would it do?

Lightning nodded, but pointed down the path. “You first. I’m not letting you out of my sight.”

Again with that sly smile. Lightning wanted to knock it off her smug face, but resisted the urge when Chrysalis did as she was told.

Settling behind the changeling, she grumbled, “Okay, we’re walkin’, so start talkin’.”

Chrysalis glanced back, still smiling. “I knew you would be, but it is still strange to see you so willing, Miss Dust. After all, I am the ‘arch-enemy’ of Equestria.”

“You saved my life, I spare yours,” Lightning replied, making sure to add some bite to her tone.

Chrysalis huffed a short laugh before facing forward once more. She led Lightning through the park, passing by the first intersection without so much as a pause to check her directions. “Well, you wanted to know how I defeated those monsters?”

“That’s right.” A thought occurred to Lightning, prompting her to add, “And you better tell the truth!”

“Hmm…” Chrysalis’s tail flicked, and Lightning was sure the changeling was smiling. “And how would you know if I didn’t?”

Lightning grimaced; the dang bug had a point.

Before she could come up with a counter, Chrysalis said, “The lizard-like creature has a second head that is on its chest region, unseen most of the time because of the monster’s low gait. Anything that looks into the eyes of that head turns to stone. It’s just like a cockatrice.”

Trying to picture a monster with a head on its chest in addition to its normal one was tricky, but Lightning had seen enough crazy today that she wasn’t about to refute it. She closed her eyes and tried to picture the last few seconds before she’d collapsed. “So… you tricked the bladed monster into looking at the chest-head's eyes?”

“Exactly.” Chrysalis offered a fanged grin from over her shoulder. She almost looked proud. “And while it was being turned to stone, I stepped in and attack the monster’s tender spot, which happens to be that head. One blow is all it takes.”

“That sounds… easy.” Lightning brushed her amber mane back and looked at the empty sky through leafless trees. “If you can find a way to get the thing to rear back without looking at it, that’s not hard at all. But how did you know about it?”

Chrysalis turned down a new path, taking them deeper into the park. “I know a lot of things, Miss Dust. The knowledge was given to me in the hopes that I could put an end to all of this.”

There were many things that Lightning was willing to accept at the moment, but that? “I’m calling bull. Everypony knows you’re a bad guy. Er… girl. The villain. So why the hay would anypony give you the secret to this whatever it is?”

“He didn’t exactly have a lot of options.”

“He who?”

“Nevermid.”

“Oh, no!” Lightning moved a little closer, trying to get the much taller changeling to acknowledge her peering gaze. “You’re not getting out of it that easy. Tell me!”

Chrysalis shook her head. “I don’t tell you.”

“I’m not going to stand for… Wait, ‘don’t’ tell me? You mean ‘won’t’, right?”

The changeling’s steps slowed. She heaved a long sigh. “No, Miss Dust, I don’t. I have seen these events, and I know that I will not tell you where I got my information, regardless of my intentions. In the same way, I know that I will be the one leaving you, not the other way around, and you are about to ask about the poison.”

Lightning’s head rose, her ears perking. “No I’m not! I have absolutely nothing to ask about… Wait… Why didn’t that poison kill me?” She paused, then whacked herself over the head a few times. “Stupid, stupid, stupid!”

A sly grin spread across Chrysalis’s face. “Because it wasn’t lethal. The venom is simply meant to knock you out and make you easy prey. They think you taste better alive.”

Shivers ran up Lightning’s back as she imagined being eaten by one of those ugly lizard things. “I didn’t need to know that.”

Chrysalis was quiet for a moment, and Lightning chose to let it be. After all, she still had that image in her head, and she wanted to focus on thinking about happier things. Like… not being here.

“There is something else you need to know.”

The somber tone caught Lightning’s attention. Chrysalis was facing forward once more, her expression grim. She wondered if she shouldn’t ignore the changeling. Hay, maybe she should just turn around and leave; that would prove her whole ‘I know everything’ story false, now wouldn’t it?

Curiosity got the better of her, to her frustration. “And what’s that? You gonna tell me how to get out of here?”

“There is no getting out,” her unwelcome companion replied. “The Pale will never let us go, and when the Maw decides to return we will once again be thrust into the Veil.”

Lightning cocked her head, barely noticing as they turned another corner in the path. “There are sounds coming out of your mouth, but they’re not making any sense.”

Chrysalis paused, her head held high and her tone commanding. “Then let me say something understandable: it’s almost time to meet an old enemy of yours.”

A shot of alarm ran through Lightning, but when she looked ahead she saw nopony. What she did see was a long, arched tunnel leading into the… forest? No hill stood before them, and yet looking inside the great opening gave the impression of a deep underground passage. On either side of the opening, the trees came to an abrupt stop; everything beyond was darkness. And yet, when she looked over the tunnel beyond, she could make out the towering buildings of Manehattan.

“What the—” She shook her head and stared a little more. “How in the—” Another shake, this time with a few whacks on the forehead for good measure. It didn’t matter; a sheer defiance of logic still stood in their path. “What’s going on?”

Chrysalis watched the scene, a slight twitch of her lips betraying her amusement. “Reality knows no bounds here. For the Pale and the Veil, time and space are meaningless. To reach our destination, we must take a brief detour.”

“I’m pretty sure I don’t want to.” Lightning took a few steps back, her wings giving a weak flap. “Why don’t we just go over?”

“You are free to try,” Chrysalis replied with a wave of her leg.

Lightning scoffed and kicked the dirt. “Try? What’s that supposed to mean? I’ll have you know I went to—”

“You were expelled.”

The words squeezed her heart so hard Lightning thought she heard it crunch. “I-I still went there. How’d you know about that, anyway?”

“You—”

“—wouldn’t believe you, right.” With a roll of her eyes, Lightning spread her wings and lowered to a launch position. “Come on, I’m not entering no spooky tunnel!” She jumped, flapped…

The ground rushed to meet her. With a yelp, Lightning tried flapping harder, but a soreness ran through her bones that prevented her from doing much. At least she was able to recover enough to not face plant and look like a foal.

“What the hay?” A glance at her wings showed nothing wrong, but the soreness came back with every test flap. “What happened to my wings?”

Chrysalis had already turned back to the tunnel. “The lizard creature’s venom is also a paralytic. The effects haven’t worn out quite yet.”

“No.” Lightning hopped, arching her back and flapping her wings, but now that she really paid attention she could feel the sluggishness of their movements. “No, no, no! I gotta be able to fly!”

“Give it an hour, you’ll be back to normal.” Chrysalis glanced back as Lightning tried a few more desperate hops. “Oh, calm down! I think you’ll survive.”

Lightning didn’t stop trying, hopping in small circles and grunting with effort. “Have you seen the things roaming around here lately? Stupid wings, work!”

A dark hoof reached out to press on the small of her back, forcing her to stay on the ground. “We’re in the Pale, not the Veil. We won’t encounter any monsters. Now come, we need to go.”

“No way!” Lightning tried swiping the hoof away, but Chrysalis was already walking for the tunnel. “Why should I go with you? Hey, I’m talking to you!”

She stood alone, glaring after the changeling queen. She tried to tell herself that it was better this way; let the dumb bug go about her business while she did more important things!

But then, Chrysalis could be responsible for all of this.

More reason not to go with her! It was probably a trap.

Her mind made up, Lightning turned away… and stared at the world. Everything was coated in a pallor that made it all seem so unnatural. The trees appeared more like paper cutouts, their branches little more than scribblings cut from cardboard to appear real. They were trees, they were real, but with the diffusion of colors…

And the darkness. That’s all that existed overhead, nothing but black. It loomed in every direction, as if a great beast had blotted out the sky, or perhaps somepony had plucked all the stars and the moon from Princess Luna’s night. Lightning’s couldn’t even be certain it was night.

No wind blew. Leaves were scattered all over the path, but each remained solidly grounded. Lightning had to nudge a few off the dirt just to make sure they were real and not sketched into the ground like an artist’s drawing.

This place was unnatural. The pale colors disturbed, the dark sky pressed in, and Lightning suddenly felt very small. She gave a feeble flap of her wings, but that only served to remind her that she was ground bound. Chrysalis had said that no monsters roamed the Pale… which this had to be, seeing how everything looked. Even so, it all felt so wrong.

Her leg rose as she took another look around. “Is anypony out there?”

Nothing. The world was as silent as a void.

Her ears folded back, her tail tucked in. She tried to take a step, but couldn’t bring herself to. So she just stood and stared down the path that seemed to go on forever. If she walked that way, where would she end up? Would she be trapped in this limbo forever, amongst the perfectly still trees and the endless silence and the nothingness?

Nothingness.

Nothing but nothing.

Forever.

She looked back. Chrysalis had entered the tunnel and hadn’t stopped walking. Sure, there were walls and Lightning couldn’t see where the tunnel ended from here, but somehow it still seemed less… claustrophobic? Not the right word. Lightning didn't know what the word was, she just knew that being out here alone and without working wings felt incredibly wrong.

So, with head hanging low, she followed after the accursed bug. Maybe she was the enemy, and maybe Lightning was falling right into her scheme, but she could handle herself against whatever Chrysalis had in mind. Chrysalis was physical, apparent, real. She could deal with something real. She couldn’t deal with… this Pale.

Chrysalis glanced back when she came within a few steps of her. “Welcome back.”

Lightning jerked her head up and walked tall, her expression firm and her ears perked. “I didn’t think it was smart, letting you get away so easily.”

“Of course.”

Although it took a lot of teeth grinding, Lightning resisted the urge to snap. The last thing she wanted was to give the bug the satisfaction of an outburst. She was in control here, and she wanted to make absolutely sure Chrysalis knew that. All that talk about fate and whatever wouldn’t deter her.

The tunnel formed a neat arch over their heads, and their hoofsteps echoed loudly in all directions. The walls and ceiling were crafted of brick; she knew nothing about construction, but Lightning still had to admire the craftsmanship. Not one brick was out of place; the deterioration and ruin that had taken over Manehattan didn’t seem to have touched the tunnel. Had it somehow escaped the effects, or had it simply been built to last?

Come to think of it… “Where did this tunnel come from? I was raised in Manehattan, and I can tell you for certain that there’s nothing like this on the island.”

Chrysalis closed her eyes, brow furrowing as she thought. “Let’s see… I think… Got it. It’s the Chaser Belle Tunnel from Vieux le Rênes.”

Lightning’s jaw dropped, but she recovered quickly with a shake of her head. “Yeah, sure. That’s way down on the southern coastline. How the heck is it supposed to be here?”

“You don’t understand anything I’ve told you so far, do you?”

There had been no mockery in Chrysalis’s tone, but Lightning still let out a small growl. “Or maybe I don’t trust you to tell me the truth.”

The small smile returned to Chrysalis’s lips, though she still didn’t look to Lightning. “I don’t particularly care if you trust me or not. You came, as I knew you would.”

“Right.” If she weren’t a super powerful alicorn changeling queen…

Wait. Lightning took a closer look, confirming that Chrysalis indeed did not have a horn. What had she said about losing it? Discord. She’d never met the guy, but from what she’d heard, it wasn’t unbelievable. This was still Chrysalis, though. Perhaps she’d simply shape-shifted the horn away. She’d heard that changelings could make themselves look like earth ponies or pegasi but retain their magic, this could be similar.

“There she is.”

Chrysalis’s words jarred Lightning from her thoughts. She looked to the changeling, then followed her gaze to something just ahead. She realized it was a pony lying in the corner. There was nothing else around the body but barren tunnel, stretching on forever. When Chrysalis made no attempt to approach, Lightning trotted closer. After all, the pony could need help.

It was only when she was a few paces away that she noticed the blood pooling beneath the pony. With the pallid colors of the world, Lightning didn’t recognize the pony’s until she was on top of her: blue with a rainbow mane. With comprehension came a tightening in the throat. Lightning found herself frozen by indecision, gaping at the body of a mare she’d come to respect… and fear. She’d always known she’d have to have this meeting.

This was not how she’d imagined it happening.

She looked back. Chrysalis merely watched, her eyelids low and her manner calm. Realizing she would have to do this on her own, she took a deep breath and leaned over the body. Rainbow Dash was still breathing, but there was an unpleasant hiss with every intake of air. Carefully, letting the blood get on her hooves, she began turning Rainbow over.

Thin cuts covered Rainbow’s chest, barrel and legs. There was no sign of the weapon responsible. Blood seeped from them in thin streams. Rainbow hacked, doubling forward as Lightning tried to hold her steady.

“Easy. Easy there, Rainbow. H-hold still.”

The fit passed. Rainbow fell back into Lightning’s waiting leg and stared up with a tired, lost gaze. When she spoke, her voice came out in a feeble rasp. “L… Lightning? Is that you?”

“Yeah.” Lightning tried to smile. She had no idea if she’d succeeded. “Not how I wanted our re-acquaintance to go, believe me. Rainbow… what happened to you?”

Rainbow continued to stare at her, and for a moment Lightning wondered if she’d even heard the question. But then Rainbow tried to lift herself up, face contorted in a grimace. She wrapped a hoof around Lightning’s shoulder and struggled.

Lightning pushed her down with ease. “Calm down! You’re hurt. Let me—”

“No buck, I’m hurt!” Rainbow hissed and let herself collapse once more. “How could you ask that? What happened? You happened!”

The words faded from Lightning’s lips, eventually replaced with a, “What?”

For how quiet they were, Rainbow’s words held abundant malice. “How c-could you do it? We trusted you. We all trusted you. Lu—” A fresh fit of hacking struck, but still she tried to find the words. “Luna… She tried to… And… If you hadn’t… Luna…”

The coughing took control. Lightning could do nothing save hold on tight and try to keep her from doubling over again. Her mind roiled with questions and harsh realities as Rainbow’s blood seeped into her coat. So many things to say, so many things to do, and now she was going to miss her chance. Her heart throbbed, her eyes burned, her stomach boiled.

“Rainbow,” she whispered through the pony’s hacking. “I’m sorry. I… I meant to tell you before. I’m so sorry!”

A few words slipped between choked coughs. “Oh, y— You’re… sorry. Sorry… Sorry! Not good…” Rainbow could squeeze no more words out.

Lightning held Rainbow close and trembled with the convulsions. “Tell me who did this. I’ll make them pay. I swear in Celestia’s name, I will.”

Rainbow’s body shook. She clutched at Lightning’s shoulder and pressed her muzzle to her ear. For a few agonizing seconds, all she heard was the weak, raspy breaths of a pony she’d once hated.

At last, Rainbow managed a whisper that, even from this distance, Lightning barely head.

“You… jerk…”

With a final, pained sigh, Rainbow went still. Her body sagged against Lightning’s, heavy and loose. Lightning simply held her, mind numb and eyes wide. She stared at the bricks only inches from her muzzle, fighting to process what had just happened. Her thoughts retreated to another terrible day, a day of shame and disappointment and anger.

And I get that you want to be the best. So do I! But you’re going about it the wrong way.

“What’s the right way?” Lightning shook Rainbow, her body flopped about loosely. “Please, tell me. What’s the right way?”

No answers came. Rainbow’s head rolled back like a mannequin.

Lightning pressed her forehead to Rainbow’s chest, her tears mixing with the blood. Her voice came out frail. “That’s all I wanted from you. I’m sorry I didn’t have the guts to ask. Just tell me. Please… I need to be better.”

Something touched her shoulder. She whipped her head up, but Chrysalis’s expression was somber, calm… and understanding. Lightning didn’t want to accept it, or to acknowledge it. She was Chrysalis, Equestria’s greatest enemy! Yet at the moment, with her heart bleeding so, Lightning wasn’t sure she cared.

Rainbow was a hero. She deserved more than this, but Lightning knew she was in no position to offer anything else. So, heart heavy, she turned back to the body. She laid Rainbow down as gently as she could, then stood up and stepped back. Eyes set upon that still blue face, she asked, “Why did you bring me here?”

Chrysalis didn’t answer at first, not until Lightning turned to face her. “We have stepped into a future event, separate from when we were before. When we exit the tunnel, we will be back in our own present.”

Lightning cocked her head. “So…”

“You stop it.”

Her eyes growing as big as saucers, Lightning spun about to gape at Rainbow’s body. “Y-you mean, I can go back in time and save her? How?”

“Not can, will.” Chrysalis turned away from her. “It was important that you see these events. If you hadn’t seen this, you would not have understood. Rainbow won’t be the first to die, nor will she be the last, but when you interfere with events, Equestria will be saved.”

Lightning whipped around to glare at her. “You didn’t answer my question. How do I save her?”

A hoof obscured part of Chrysalis’s face as she spoke, her words solemn. “Rainbow spoke of Princess Luna.”

There could be no disguising the eagerness in Lightning’s voice. “Yeah?”

Chrysalis’s sharp eyes turned to her. “Luna is responsible. For everything. This is all her fault, and she must be stopped.”

“Luna.” Lightning tested the name on her lips… then furrowed her brow. “Luna?”

“She’s not yet aware of what she’s going to do, or why,” Chrysalis continued. “But make no mistake, she is responsible. And you, Lightning Dust, are going to be there to ensure she fails.”

“That doesn’t make any sense!” Lightning swung a threatening hoof, her lips pulled back to bare her teeth. “What do you think I am, stupid? Princess Luna’s reformed, one of the good guys, as in not Nightmare Moon! This is a damn changeling plot to get me to betray Equestria, isn’t it?”

Chrysalis’s hoof came down in a stomp that echoed throughout the tunnel. “Whether you believe me or not is of no consequence! The proof is before your eyes, and as time passes you will begin to doubt. I know you’re going to kill her.”

“Kill her?” Lightning dropped to an aggressive pose, wings spread wide. “You insensitive witch, you’re trying to set me up! How do I know it wasn’t you who killed Rainbow, huh? Come to think of it, how else would you have known exactly where to go to find her?”

Chrysalis backed away, lips curled into a scowl. “Everything is as it was shown to me. I know things will go the right way. For the sake of our existence in this world, you will kill Luna. Take comfort in the knowledge that you’ll be hailed as a hero for doing so.”

She turned and galloped away, but Lightning let out a shout and gave chase. “Come back here! I’m not letting you get away! Try to make a foal out of me, will you?”

Despite her burst of speed, Lightning quickly realized she’d never catch Chrysalis. Whatever had been in that lizard’s fangs still left her sluggish, and her quarry was already making distance from her. She tried jumping and spreading her wings, but didn’t get more than a few beats in before she was forced to land. With a growl, she poured as much energy into her leaden hooves as she could muster.

Yet even as the bricks flew past and Chrysalis moved farther away, a voice in the back of Lightning’s head told her that something wasn’t right with this situation. Chrysalis clearly had the advantage, so why run away? Perhaps it was an ambush. No… If Chrysalis wanted her dead or captured, why go through the trouble of saving her life and bringing her into this tunnel?

Could it be that she’d done all she’d intended to do? Maybe Chrysalis really had just wanted her to see Rainbow before her death.

But why? Lightning didn’t buy her crazy story for even a moment, but that still left her entirely clueless…

Chrysalis was getting away. Lightning’s scream echoed through the tunnel, hurting her ears. An end was in sight, and if Chrysalis got there first she’d most certainly escape. Lightning had no choice but to keep running, cursing under her breath as the changeling queen fled out the other side and disappeared around the corner.

Lightning couldn’t stop. Rainbow was dead, and somepony had to pay for that! Chrysalis couldn’t be allowed to escape; guilty or not, she’d known Rainbow was there and did nothing to help her. That made her responsible, and Lightning would teach her a lesson she’d not soon forget.

If she could catch the stupid bug!

Despite the black sky, the brightness of the world outside the tunnel nearly blinded her. Ahe scrambled into her turn and bolted in the direction she’d seen Chrysalis move. When her vision cleared she nearly tripped in her surprise; they were now in the city, skyscrapers towering over her head. Her brain choked on this revelation, for she knew there was no way that tunnel could have taken her so far. Even if it could, Manehattan had no tunnels!

A flash of pale green in the distance. Chrysalis! Lightning thanked Luna’s lucky stars and pushed more energy into her legs, covering the distance quickly and turning the corner. She made it just in time to see the bug’s green tail whip around another corner.

Even as she huffed and growled and grunted her anger, Lightning realized the peculiarity of her surroundings; namely, in that there wasn’t a soul in sight. Where had all the city’s denizens gone? Even if the majority had died – a grim probability – shouldn’t their bodies be here?

Despite the steady gallop, Lightning didn’t wear out. Instead, she felt her energy gradually returning. It could only mean the poison was finally wearing out. Her thoughts on Rainbow Dash, she pushed more and more of the renewed energy into her legs, every hoof fall a thunderclap in her ears. She could do it, she could catch Chrysalis! Surely she’d be able to fly soon, all she had to do was keep the changeling within her sights…

Comprehension struck as she turned another corner; Chrysalis had wings. Why wasn’t she flying away? She could have easily lost Lightning from the very beginning if she’d just taken to the air. At the same moment that she realized she’d lost track of Chrysalis, another thought struck: she had been led. Chrysalis wanted her to come this way.

Dust flew into the air as Lightning slid to a stop on the roadway, her heart pounding and her head swiveling about. There was no sign of the changeling queen anywhere, but that was of no comfort. She was here for a reason – had been lured here for a reason – and knew that Chrysalis wouldn’t have disappeared unless there was something for her to see. What was the accursed bug trying to do?

Nothing caught her eye. The street was empty save for crumbled bits of debris. Once more, Lightning found herself alone amidst a pale world of feeble colors and utter quiet. Above her, the sky remained as unpleasantly dark and empty as before.

A fire built up inside Lightning, familiar and vile, until she released a shriek at the sky. “Damn you, why did you bring me here?!”

She huffed, legs spread and eyes sharp, for some time. No response ever came. Rainbow’s vengeance would have to wait.

Snarling under her breath, Lightning stomped down the street, kicking at random bits of rock and other items. She bucked a parcel pickup bin so hard her hooves made an imprinted dint in the metal. Still, it didn’t feel like enough. She halfway wished the Veil or whatever Chrysalis called it would come back so she’d have something to properly take her anger out on.

It wasn’t until she stepped around a building onto another street that she saw the body. A pony lay crumbled by a dark alley in a pool of blood. All fury vanished from Lightning as the desire to help somepony, anypony sent her galloping for the individual.

What she found nearly made her vomit.

The mare’s pink coat had been stripped off in small squares in various places, leaving the muscles exposed to the elements. It appeared almost as if something had cut her hide away to patch up something else. Lightning couldn’t imagine how painful that must have been. She hoped, dearly, that those had been made after the hole in her throat.

Lightning sat by the lifeless body, her heart sinking into her hooves. She wondered if this was what Chrysalis had brought her here for. But why? Was this another pony she was meant to save? She abandoned the thought as soon as it occurred, for it gave credence to Chrysalis’s crazy tale. Even so, she tried to memorize the mare’s wide-eyed, lifeless face. She bent down and closed her eyes, repressing a shiver when she felt how cold the mare was.

“I wish you had a name,” she whispered. “There must be somepony out there who cared about you, right? I wish I could let them know.”

After a moment, she turned her attention to the mare’s flank. Her cutie mark had been spared the gruesome cutaway work. “Three buttons. I… I guess that’ll have to do. I’m sorry I didn’t get here fast enough, Buttons.”

She turned away from the body, grim determination filling her. Now more than ever, she wanted to find a way out. She couldn’t rescue Manehattan on her own, but if she could just alert somepony who could...

It took a few seconds for her to notice. She perked her ears, listening for any sound, but nothing came. She sucked in a deep breath, but couldn’t hear herself perform the act.

Then she noticed the fresh cracks forming in the street. Her heart began to pound as horrible comprehension came to her: the darkness was returning. She watched in wide-eyed muteness as the already deteriorated city began to crumble even more: the sidewalk twisted as the concrete cracked, a wagon collapsed as its axles snapped, bricks cascaded from a three story wall that appeared on the verge of crumbling.

Then, the claws struck; thin, invisible things in her mind’s eye that tore at her brain and scratched grooves on the inside of her skull. She fell to her knees as a vile taste filled her mouth, like she’d just bitten into rotten flesh. She wanted so very much to throw up, if only to get something marginally less foul on her tongue, but nothing came no matter how much her insides twisted. With no other option, she buried her head in her hooves and issued a silent scream—

She jumped when sound returned, including her own ear-splitting shriek. The sickness faded before she knew it, and already the scratching in her brain was gone. Panting, wings slack, she took a look around.

If Manehatten had appeared broken down before, now it appeared downright dilapidated. Some walls had collapsed, the road was little more than a collection of potholes, and dust caked everything. When Lightning looked up, she was frustrated to discover that the sickly yellow overcast had returned, drenching the entire city in dull browns and grays.

Snap.

Lightning spun about, settling into an attack posture. She saw nothing. Perhaps it had come from the alley?

Snap.

Her breath caught in her throat; the body had moved. Was the pony somehow still alive? No, she couldn’t be. She had a massive hole in her throat!

A spasm rocked the corpse, making Lightning jump back. She watched in gaping, breathless silence as, with a sickening pop, the head snapped around to stare at her with wide, brown eyes. Then, with another series of cracks and pops, the neck stretched until it was nearly three times as long.

“What. The. Buck.”

Lightning took a couple more steps back as the pony’s legs began to throb, then convulse and vibrate. It’s body stretched into an unnaturally long shape, she skin growing taut, then breaking around the pre-existing holes with an audible rip that left Lightning’s stomach churning. Muscle and sinew were freshly exposed, blood oozing out in a slow, congealed mess.

She winced as hundreds of small needles abruptly broke free from the mare’s lengthened barrel. The needles clawed and scratched at the air like the legs of a centipede, their motions generating a soft storm of clicks.

The forelegs snapped into unnaturally high positions on the shoulders, then they began to shrink back on themselves like accordions. The flesh folded, then began to grow taught as large chunks fell off.

Lightning couldn’t bring herself to look away. It was horrifying, but at the same time, fascinating. Was this what Chrysalis had wanted her to see? But why would a pony turn into—

Her heart froze as new ideas swam over her. All the monsters she’d seen so far, and the lack of bodies in the streets… The world had been creepy with the Pale, but it had also been calm. Now, in this “Veil,” everything was dark, decrepit and rotten. Maybe she was grasping at straws, but if it had such drastic effects on inanimate things, and a pony died…

Had every monster she’d seen in Manehattan once been a pony? Then when Chrysalis had killed those two monsters earlier, she’d…

Cli-click, cli-click, cli-click.

The monster had arisen, its tiny needles acting like legs just as she supposed. Its skin remained taught all over its still-growing body, and its forelegs were now short, thin arms of what appeared to be thread. Lightning was just in time to see a trio of long, thin, scissor-like blades grow out of each like terrible, makeshift fingers. Though the transformation didn’t appear complete, the thing was already reaching for Lightning.

Lightning hardly noticed. Something far more important, far more terrible, had reached her struggling mind:

“Rainbow.”

She launched, her wings managing at last to carry her into the waiting skies. Heart slamming against her ribcage, Lightning left the pony-turned-abomination behind with ease and tried to backtrack. It wasn’t easy; with the city so dark and much of what she’d seen before lost in the renewed deterioration, recalling her path seemed outright impossible. She cursed under her breath again and again, trying to push as much speed into her flight as she could.

Manehattan stirred. Where there had once been empty streets, now there came movement. The creatures were back, crawling and hopping and rolling from corners, alleys and doorways as if they’d merely gone into hiding. The implications brought that cold feeling back to Lightning’s stomach.

At last, she found the tunnel. It appeared right out of a massive skyscraper, chunks of brick and mortar littering the area from the structure’s rapid physical decline. Lightning had no time to try to make sense of this arrangement, casting the impossibility aside as she dove for the tunnel entrance.

The interior of the tunnel was covered in debris, mostly consisting of piles of bricks that had broken loose from the ceiling and walls. The space was still more than large enough for a half dozen pegasi to fly through, and she covered the distance in short order.

“Please still be there, please still be there, please…”

Even in the gloom, Lightning saw it long before arriving. When she did, her heart shattered.

It stood just a few short feet away from a large bloodstain on the floor. It possessed a wide grey skirt that seemed to constantly ripple, conveying it forward at a painfully slow pace. Its upper body was like a thin minotaur, gaunt but muscular, and wrapped in what Lightning thought were bandages. A bald head turned to her, revealing a plain white mask that obscured all its features and possessed holes only for the eyes, which shined a bright red.

On its back stood two pairs of what might have been wings, but no feathers decorated those thin limbs. Instead, its plumage consisted of thin, razor-like blades. The creature raised its hands to reveal not fingers, but long, thin, whip-like tentacles that fanned out like the tails of morbid peacocks. One of those hands swung wide, the whipcord tentacles slashing through the air loudly, but they didn’t quite have the reach to snag Lightning.

Throat dry, eyes stinging, Lightning backed away slowly. “R-Rainbow? Is… Is that you?”

She perked her ears.

She was rewarded with the faintest of whispers that echoed through the tunnel, too quiet and distorted to be discernible. The sound dug into her eardrums like little needles. Was it her imagination, or was there something desperate in the sound?

The monster tried to approach, but it appeared capable of only a pathetic, crawling pace. It blade-encrusted wings flapped a few times pointlessly as it stretched out its arms for her, but the tentacle-fingers hung limp and lifeless.

Another step back. “Rainbow. Please. You’ve gotta be in there.”

More whispers. A hand whipped tentacles at her again. They came close enough that she felt the wind of their passing.

Maybe it wasn’t Rainbow.

“Y-you’re not her, right?”

Maybe.

She hopped back as the fingers flew for her once more.

“What I saw was just a… a-a fluke. A freak incident. You’re not Rainbow.”

The whispers dug deeper into her skull, eating away at her confidence. Lightning’s legs wobbled as she backed away even more. She looked to the bloodstain in the corner. She silently begged for there to be some sign of a body.

There was none.

A hand snapped backwards before swinging, causing the tentacles to crack like whips.

Lightning closed her eyes. If this was Rainbow…

Rainbow won’t be the first to die, nor will she be the last, but when you interfere with events, Equestria will be saved.

Pushing forward with her wings, Lightning leapt back and hovered just off the ground. The creature leaned to glare at her through those thin slits, the whispers growing louder. It thrashed and swung its arms wildly, as if desperate to catch her. The thin tentacles arched through the darkness, buzzing and cracking in a frenzy.

“There might be a chance,” Lightning said, not caring whether the thing could understand her or not. “I’m not about to believe anything that bug says, but if there’s a chance, I’ll take it.”

She turned and flew away, wings pumping with her renewed determination. “I’ll find a way, Rainbow. I promise!”

She darted out of the tunnel and into the tortured yellow sky, ready to begin her search for a changeling queen.

Author's Notes:

I've decided to add a 'Monster Glossary' chapter for the sake of defining the monsters that appear in-story. I'll be making the first entry shortly. A warning for all of you: don't read the glossary if you don't want spoilers!