Although some might have accused her of it, Fluttershy was not scared. As she kept her ears aimed at her friends and their discussion of coming attractions – as Rarity so pleasantly put it – her eyes were set on the visibly anxious Twilight Sparkle. Twilight sat directly across from her, chewing the tip of her hoof and staring out the window as if she expected the sun to abruptly drop out of the sky. Her mane waved back and forth with the train’s gentle rocking, a mesmerizing motion when Fluttershy kept her eyes set upon the tips.

The colors swayed before her eyes, a violet ocean to be lost in. Twilight’s whimpers and gentle mutterings were like pins in Fluttershy’s heart. But she tolerated them, for she knew that her friend would only respond to comforting as if she were being interrogated. Such was the way she dealt with things, and Fluttershy wouldn’t add any more tension to the scene before her.

Rarity’s fanciful voice found its way into her eardrums, set to maximum indignation. “Honestly, Rainbow Dash, we’re not going to war. I think you’re too eager for a fight at times like this.”

Her class was promptly counteracted by Applejack’s brusque drawl. “I gotta agree with Rares on this one, RD. Besides, I think Twilight’s got enough on her mind without you giving her fresh ideas.”

Fluttershy managed to pull her gaze away from the swaying shades of purple and take in the rest of the train cabin. It was of expensive stock, with varnished wooden floors, lush white wallpaper and the sort of curtain even Rarity might consider gauche. All her friends were squeezed into the space, with Pinkie rubbing shoulders with both her and Applejack. Rarity was compressed between Rainbow and Twilight and, unlike their ever-energetic pink friend, did not appear to be enjoying the position. She fidgeted constantly, her porcelain hooves sometimes reaching up to adjust her mane lest it get caught in those of Twilight’s or Rainbow’s. Fluttershy briefly admired the way that one big curl bounced pleasantly to the car’s rhythmic rocking.

Twilight’s ear twitched, but her gaze didn’t leave the window. If anything, her mumbling only grew more fervent. Did that hair just pop out of place, or had it been like that all along?

“Oh, come on, guys.” Rainbow’s voice managed disappointment and joking dismissal as only it could achieve. “I don’t actually want the changelings to be invading again.”

“Detection spell… Maybe Luna, this time?” Twilight ruffled her wings. “Maybe we should check the caverns first.”

The alicorn’s mumblings tempted a blush out of Rainbow’s sheepish, crooked smile. “But seriously, it’s been kinda dull these past few months. This could be our chance to do something exciting again.”

No voice was more distinctive than the bubbly cheer of Pinkie. Nor as loud. “Yeah, we can use this opportunity to have fun! You think maybe she wants us to do the whole diplomacy thing again? Oh, oh, I know, she wants us to go meet the changelings to negotiate peace! I’ll bring the cake.”

“Y’know, that actually sounds worthwhile.” Applejack tipped her Stetson back to offer that charming smile of hers. “One more bunch to learn the message of friendship, right?”

For once, the Lady Rarity had cause to genuinely smile. “And just think, I can take advantage of the opportunity to teach them all about fashion!”

Even Fluttershy felt obliged to join in on assaulting her friend with a deadpan stare, prompting Rarity to raise her muzzle at the lot of them. “What? Have you forgotten what the poor things look like? They are in desperate need for an image upgrade, and who better to offer it than moi? Beside, can you possibly imagine a more perfect model than a shapeshifter?”

“Yeah, I doubt the changelings would be impressed by fancy dresses and frilly bows.” Rainbow blew her mane from her face prior to offering a particularly prolonged eye roll. “If anypony was gonna get them to be friends with ponies, it’d be Cadance.”

“Cadance. Maybe it’s something to do with Cadance.” Twilight whispered the words, but they were audible to all.

A blanket of silence covered the ponies as each of Twilight’s friends took great pains to avoid looking at her. All except Fluttershy, who returned to her unpleasant vigil. By this time Twilight had given up the toothy assault on her hooftips and had her chin set on the windowsill. The position smooshed her muzzle against the glass, but she hardly seemed to care or notice.

The uncomfortable lull ended when the door to the cabin slid open, revealing a pair of bags with purple feet. “I’m back, everypony,” the bags announced. “Hope you girls are hungry.”

“You know I am!” Rainbow promptly snatched a wheat dog out of the nearest bag. “Ooh, extra relish. You know me so well, little guy.”

“Yeah, it’s not like you order the same thing every time.” Applejack had the dignity to blush when Rainbow shot a Rarity-worthy raised eyebrow at the pair of apple fritters in the farmer’s hooves. “Yeah, I know.”

“Less talk, more yummy!” Pinkie snatched an entire bag and promptly dunked her head inside, candy wrappers and pieces of cake desperately fleeing from her vacuum of a mouth.

“Pinkie, that’s no way to behave.” Rarity lifted a sunflower sandwich from one of the bags even as she patted Spike on the head. “Spikey-Wikey was good enough to go and get all of this for us, the least you could do is thank him before you dive in.”

“Eroo, wiwf,” came a sound from the general direction of the pink mane bobbing from the bag. “Fwanksf, fieke.”

Rarity heaved the sigh of the ages before offering her sparkling smile to the Spike, who looked on with a goofy grin. “Well, some of us appreciate a gentledrake. Thank you, Spike.”

“M-my pleasure.” He tittered, clearly lost in some world only the dragon knew about, but finally snapped out of it. He turned and reached into the last bag, pulling out a lettuce and tomato burrito. “Here you are, Fluttershy. Sorry, they didn’t have any seaweed.”

At long last, Fluttershy’s voice found its way out of her lungs. “Oh, that’s alright, Spike. I didn’t really expect them to, but it never hurts to ask.” She accepted the burrito and took a dainty bite, her taste buds instantly assaulted by the joyful dance of Southern Isle cuisine.

Spike pulled something out and held it before Twilight. “Um, Twilight? It’s a daffodil and daisy sandwich. Your favorite, right?”

Twilight pulled her muzzle from the glass to stare cross-eyed at the presented sustenance. A certain unfamiliarity invaded her expression, but soon recognition dawned. She gave her assistant a warm smile and nodded, taking the sandwich in her magic. “Yeah. Thanks, Spike. What would I do without you?”

He considered the query while digging into the bag for his own meal. A knowing smirk touched his lips. “Want It Need It Spell?”

Rainbow snorted around her wheat dog. Pinkie’s laugh could barely be heard from where she’d half-buried herself in her bag of goodies.

A fiery blush touched Twilight’s cheeks as her eyes darted around the room. With a sideways smile, she replied, “Works every time.” A small bite of the sandwich bought her enough time to recover her complexion and tone. “I’m sorry, everypony. I know I tend to take things a little too far at times like this.”

“Aww, shoot, don’t worry about it, Sugarcube.” Applejack leaned back in her seat, fritters already devoured. “We knew y’all’d come through in time.”

“Indeed.” Rarity dabbed her mouth with a small napkin and the daintiest of touches. “And we were more than prepared to bring you back down to Equestria if you started taking things too far.”

“Yeah, issh no bergie, Twifwight,” Rainbow added from around the voluminous mass of food in her mouth. Ignoring Rarity’s disgusted glower with practiced ease, she swallowed and concluded, “Really, you’re doing a lot better this time than you used to, y’know?”

Twilight’s hoof ran through the ruined landscape that was her mane. “That’s good to know, at least. It’s just… Celestia sounded so worried in the letter. The last time I read something that tense from her, Tirek had just escaped Tartarus.”

Fluttershy offered a warm smile when those purple eyes drifted her way. “Oh, I’m sure it’s nothing that bad. And if it is, we’ll handle it. We always—”

Her words ceased, though her tongue continued its dance. Fluttershy took a moment to reflect on this perplexing situation, then saw the confused expressions of her friends. Twilight and Rarity appeared especially alarmed, the former holding a startled Spike close. In comparison, Rainbow Dash and Applejack seemed only puzzled. Pinkie – whose head had finally concluded its invasion of the paper bag – appeared to be trying to sing her way through the silence. At least it looked like she was amused.

The two unicorns stiffened, their backs straightening and their eyes going wide. A wave of white washed over the ponies. It came in a flash, like water filling the compartment, and Fluttershy found herself standing in her seat as if that might keep her head safe. Such measures proved fruitless; in less than a second, the pearly magic rose over her eyes, prompting what might have been a yelp were she able to hear it.

To her mild surprise, Fluttershy could still breathe once the waved passed. In fact, she felt as normal as a pony with a pounding heart and shaking legs could. Given that this reaction was exceptionally mild compared to those she’d experienced in the past, Fluttershy was almost proud of herself, even considering that none of her friends had taken the same action.

The cabin looked like it had been dressed in Angel Bunny’s sheddings. She tried brushing the white off, to no effect. As her nerves concluded their momentary siesta, she looked to the window only to find it completely shaded. Still, she didn’t feel like anything bad had happened.

At least, not until Pinkie’s shrieking gained audibility and stabbed into her ears with all the violence of a Mature-rated horror story told by Rainbow Dash and aiming for limitless gore. They all recoiled as Pinkie abruptly ended her high-pitched note, and Fluttershy had to pop her eardrums before she could hear what the others were saying.

“—that? Pinkie, that was terrible!” Rainbow said, her own volume getting lower as her ears adjusted.

Pinkie shot them all a sheepish smile. “Sorry! It’s hard to keep a note when you can’t hear it.”

Rarity frantically and fruitlessly fought to get her mane back to its regular color. “Why were you even singing, darling? You couldn’t hear yourself.” She scowled at her rebellious curl. “Oh, this shade doesn’t suit me at all.”

“Because I wanted to know when the weird magic thingy stopped, of course!”

“Aside from our ear holes,” Applejack said, “is everypony alright?”

All the others nodded or spoke in the affirmative, save for Twilight, who had her eyes closed in an expression of intense concentration.

Spike set a claw to her hoof. “Twilight? What’s wrong?”

She groaned and pressed a hoof to her forehead. “Nothing, but that’s just it. I can feel that we’re under some kind of enchantment, but can’t tell what it does. Whatever it was that hit us was a complex interlacing of illusion thaumatic construction with soul scrying and underlying anchor seeds for what appear to have been detection and location additive formulae, along with—”

Rainbow groaned. “Laymare, egghead.”

Twilight’s eyes opened, but her brow remained more furrowed than one of Applejack’s fields. “It was an enchantment. Really powerful, but not necessarily complex.”

Applejack gained one of those deadpan, cynical expressions that only she seemed capable of. “Uh, you call all that mumbo jumbo you just spoke simple?”

“It’s a relative term, dear.” Rarity gave up on her mane with a pout. “Any idea what it means, Twilight?”

“I don’t know,” Twilight admitted, her gaze going to the now-opaque window. “But I would bet my castle it has something to do with what Celestia’s summoned us for.”

Spike followed her gaze, twiddling his claws. “Do you think it’s just the cabin?”

“It could be the entire train.” Fluttershy looked to the door, but found she wasn’t eager to investigate for herself.

“It could be the whole area,” Twilight said, her expression grim. “We should be close to Canterlot by now. Maybe the whole city’s stuck like this and we only just got within range.” Her horn began to glow, wrapping around the base of the window, but it didn’t budge. “Huh. Spike, help me get this window open. I want to take a look outside.”

Pinkie bounced from her seat, her tail tickling Fluttershy’s wing. “And while you’re doing that, Rarity and I will go check out the rest of the train!” She pulled Rarity to her side before the flustered mare could react to this declaration.

She managed it anyway, pulling back from Pinkie’s hold just enough to free her face from the mass of frizzy mane. She appeared ready to argue, but after a moment’s thought nodded with a resigned sigh. “I suppose there’s no point in debating the matter. We’ll just do a quick look around and see what’s going on.”

Applejack leaned back to give them more room as they passed her. “Ya’ll be careful, okay? Ain’t no tellin’ what that spell did.”

Pinkie grinned as she bounced past. “Don’t worry, AJ, we’ll be fine! We can handle a bit of pale.”

“Speak for yourself,” Rarity grumbled, once again fiddling with her mane as she followed. “Oh, I hope this stuff comes out, and soon. If I have to be seen in Canterlot with my mane—” Her words were reduced to mere background noise by the closing door, then faded altogether. In the meantime, Spike was on Twilight’s back and trying to add his upper body strength to Twilight’s magic. The window stood steadfast, however, not so much as budging to their combined efforts.

Rainbow chuckled at the sight. “Way to go, Twilight! Mighty alicorn princess can’t handle a window?”

Fluttershy moved sideways to give the two some more room, brushing aside candy wrappers from Pinkie’s vacated spot as she did. “Are traincar windows usually that hard to open?”

“I can’t put all my energy into it,” Twilight said through clenched teeth. “If I push too hard, I might break the window.”

Spike let go and plopped to a sitting position, panting from the effort. “Ya might have to, Twilight. That thing won’t budge.”

Applejack pushed her hat back with and rolled her eyes. “Or, we could all go to the end of the car and look between the trains.”

Fluttershy smiled at Twilight’s dumbfounded expression, adding a playful, “That might be easier.”

“Right. Of course.” Twilight rubbed her temple once more before turning for the door. “Let’s go, Spike. I’d like to take a look and get back before Rarity and Pinkie do.”

Rainbow climbed off her seat, stretching as she did. “I’ll go with you. I’m tired of sitting here.”

“That makes two of us.” Applejack waited until the others passed to hop down. “You coming, Fluttershy?”

Fluttershy needed only a second to come to a decision, slipping delicately from the bench. “Yes. It beats sitting here by myself.”

So it was that the small herd found themselves walking towards the back of the train, Fluttershy taking up the rear. The hallway was just wide enough for two ponies to walk side-by-side, but it would have been a tight squeeze. As such, they moved single file, passing up several closed cabins before finally reaching the end. Twilight, being in the lead, opened the door, only to pause so suddenly that Rainbow walked into her.

“Hey, what’s going on?” Rainbow asked, leaning sideways in an attempt to see past Twilight.

“I… uh… I’m not sure.” Twilight proceeded through the door, and the others followed.

It didn’t take long for Fluttershy to recognize the problem. She knew as well as anypony that to go from one car to the next, you had to step outside for a moment. Instead, passing through the door led them directly into another car. Fluttershy stopped with her forehooves in one car and her rear hooves in the other, staring back at the wall. “How is that possible?”

“It’s not!” Twilight was staring at the doorframe as if it had just insulted a book. “A train wouldn’t be able to turn if it had been built like that. This makes no sense.”

Spike hopped from her back and stood within the threshold, feeling the doorframe with one claw. “Feels solid enough. Weird, I passed through this door just a few minutes ago, and I can tell you there was definitely space between the cars when I did.”

“That ain’t the only weird thing about all this,” Applejack said as her gaze languished on row after row of empty seats. “Weren’t there more ponies when we boarded this train?”

Rainbow flew over the seats, looking into each one like she expected to find somepony hiding from her. “Weren’t there any ponies at all? This thing is totally empty.”

They wandered aimlessly, and soon Fluttershy, Spike and Twilight confirmed what Applejack and Rainbow had already concluded. Fluttershy gave her ears permission to fold back, which served as the clarion call for anxiety and alertness to come parading into her consciousness. “You don’t think that spell took everypony away, do you?”

Twilight dutifully took up the first defense. “No way. That spell had some spatial aspects to it, but nothing even remotely suggesting teleportation.” Her eyes lit up with the fires of fascination. “Ah-ha, maybe that’s it! It could be an illusion designed to make us think everypony’s gone.”

Applejack and Rainbow shared a befuddled glance before the former said, “I think you’ll have to explain that one to us.”

“Laymare terms,” Rainbow threw in just as Twilight opened her mouth.

She held her mouth open for a moment, her eyes losing focus and one ear twitching. Upon recovering, Twilight turned to examine one of the empty seats. “I can only speculate until I find a way to study the magic more in-depth, but one possibility is that what we’re seeing isn’t real.”

“Not real?” Spike spun around on one leg, taking in the entire train. “Don’t illusions usually have some visual flaw, though?”

“Normally, yes.”

Fluttershy scuffed her hoof on the wooden floor experimentally. It certainly felt solid to her. She followed Twilight’s gaze and ventured a guess. “You mean we can’t see other ponies?”

“I mean everything,” Twilight corrected. “Maybe we are in this car, and all the other passengers are staring at us like we’re crazy. Or maybe they can’t see us, and we’re just lucky we haven’t bumped into anypony. Or perhaps we’re still in our cabin in the other car, and just think we left. There are a lot of possibilities.”

Rainbow sat and crossed her forelegs, taking on the requisite poise and facial features of one in complete disbelief. “I felt myself moving. I know I travelled. You can’t say we’re still stuck in the—” Her breath hitched and her wings twitched violently. “Whoa, do you guys feel that?”

Even as the question was being asked, Fluttershy let out a tiny yelp and tensed. She could feel something bubbling up her legs, like an army of ants rushing to escape floodwaters. She could almost see her coat boiling from the sensation. Within seconds, it had covered her entire body, and she promptly shook herself as if to be rid of water. It didn’t help, but she had to do something or she thought she might start scratching.

Through half-open eyes, she examined the state of her friends. Applejack and Rainbow both stood tall, but made their discomfort clear by their flicking tails and twisted expressions. Twilight, on the other hoof, fell to her knees, her horn shining brightly in the darkness. Spike was clutching his stomach as if he’d eaten far too much ice cream.

Wait, darkness?

Fluttershy’s eyes weren’t deceiving her. As the train car steadily descended into more and more shadow, her heart obediently sank in perfect timing. The floorboards groaned and cracked, the wallpaper ripped and came loose, the seats frayed and faded. Through her teeth, Fluttershy asked, “T-Twilight? Is this an illusion too?”

“Can’t talk… right now.” Twilight turned her head from side to side in a slow arc, as if in search of something. Her lips curled back to form a sneer, her eyes squeezed tightly shut. Steam billowed from her nostrils with every slow breath.

Fluttershy dared to press a hoof to her barrel, grimacing as she imagined something nauseating inside. Like sludge. It was a mild sensation, but it was horrendous when combined with what was moving around her skin. She felt like a popular mountain tourist attraction at peak season – and with that thought determined to never go on any mountain vacations in the future.

Just as quickly as the weirdness had begun, it passed, all the unpleasant sensations ending at the same moment. Fluttershy promptly sagged to the floor with a long sigh. “Oh, thank goodness that’s over.”

“Uh, I’m not sure it is.” At Rainbow’s hesitant tone, Fluttershy opened her eyes to find that the train car had completed its metamorphosis of decay. The world was dark, but strangely visible at the same time, and every surface of the room appeared to have suffered years of neglect within the span of a few seconds. Fluttershy pulled her head between her shoulders and curled her tail around her flank, abruptly wishing she’d stayed home.

Applejack rested a hoof on her shoulder, but her gaze was set upon another. “Twilight, are you okay?”

“I’m fine.” Twilight shook her head as if to clear it, then set her hoof around Spike, whose face hadn’t regained its color. “I was trying to get a better idea of the magic, but that one felt… different. It’s not the black magic I’m used to, but something inherently different. I’ve never felt anything like it.”

Rainbow knelt before Fluttershy, her wild mane half-covering her face. “Hey, Fluttershy. You okay?”

Realizing that she may be the only one frightened, Fluttershy drove off her urgent desires and struggled to her hooves. “I-I think so. It just all seems so…” She glanced around at the dark surroundings and whimpered. “Ominous.”

“I think we’d better head back,” Spike said, at last managing to stand straight.

Twilight set her peering gaze on the ceiling as if something would ooze out of it at any moment. “I agree. Rarity and Pinkie should be back by now, and we should probably stick together until we know more about what’s going on.”

“I’ll second that. Come on, Fluttershy.” Applejack kept her hoof on Fluttershy’s shoulder, a silent warden against fear. The pegasus kept close, grateful for the unspoken assistance.

Applejack pushed through the door first, and once again their little line was brought to a sudden stop. Fluttershy winced as Twilight bumped into her tail.

Applejack didn’t look back, despite their inquiries. “Uh, girls? I dunno how to say this. Well, no, I do, it’s just… this isn’t our car.”

Rainbow gently pushed her way past Fluttershy. “What do you mean, it’s not our car? We just came through this door.”

“I mean… Just look.”

Fluttershy followed Rainbow, and found herself in another car full of seats. No hallway, no cabins, just more rotten, tattered benches.

“Okay,” Twilight said, “this is just weird.”

There was no other way to describe it. Not only were they in an entirely different car from their own, but this one was occupied by the strangest of passengers. There were only four of them, and to call them ponies would have been only partially correct. Fluttershy leaned forward to peer at the closest one, a pink stallion with a cropped blue mane. The pony emitted his own dim light, as if he were a torch in the darkness, but his colors seemed faded.

Rainbow, ever the brave one, promptly trotted closer. “Hey, you! You got any idea what’s—whoa.” She took a step back, one leg raised and her face turning green. “That’s… kinda gross.”

Twilight moved in swiftly. “Rainbow Dash! That’s no way to talk about—sweet merciful Celestia! How is he even alive?”

Applejack and Spike followed next, and Fluttershy – unwilling to be alone in even the most remote sense – kept close behind. All three stared in mute shock when the stallion’s legs came into view.

They had become grafted to the seat. The flesh, twisted and tumorous, melded into the felt cushions as if the two were one and the same, and it was difficult to tell were bumpy, mutated skin became fabric. Fluttershy felt a churning in her stomach and quickly turned her face away.

“Are you okay?” Twilight asked the stallion.

Spike climbed onto the seat tentatively and waved his claw over the stallion’s face. “Hello? Can you hear me?”

It seemed the answer was ‘no,’ for the stallion made no attempt to acknowledge their existence. Fluttershy glanced at the other three occupants and saw the same loss of colors. She dreaded the thought of checking to see what their physical condition was.

Applejack’s concerned voice reached her ears. “You know more about medicine and health than us, Fluttershy. You think we can help them? M-maybe, uh, get them outta their seats?”

Why did they have to ask her? Surely Twilight had studied health and biology at some point! But her intelligent friend didn’t speak up, so she guessed that to be incorrect. Swallowing to moisten her throat, Fluttershy turned on shaking knees and stepped closer to the mute stallion. Her heart fluttered as she forced her head low to inspect where flesh met chair. The sight of the bulky, tumorous mass almost made her gag. Spike was kind enough to set a reassuring claw on her withers, for which she was most grateful.

“I… I can’t tell just by looking. B-but I don’t think I would risk it, not until we know more.” She breathed slowly though her open mouth. “There’s a lot of… um… of material. He m-might bleed out.”

“Might be a blessing,” Rainbow muttered. Fluttershy probably wasn’t supposed to overhear.

“What if I cut the chair from around him?” Twilight proposed.

“Then he’d still be stuck in the same pose, and we’d have to carry him around.” Applejack’s face paled at the prospect and her voice weakened. “I’m all for helpin’ ponies, Twilight, but I’m not sure what good we’d do carting him around.”

“I guess you have a point.” Twilight looked around at the other ponies in the car. “I just don’t like leaving them like this. They might be in pain.”

Spike climbed onto her back before saying, “At the very least, it can’t be comfortable being stuck in the same position like that for hours on end.”

Rainbow shivered and joined Fluttershy in keeping well away from the paralytics. “We’ll let ponies know about it when we arrive in Canterlot. I’m sure somepony there can help. We need to focus on figuring out what’s going on in the first place.”

“Rainbow’s right, Twi.” Applejack pulled the alicorn away and towards the next door. “Maybe solving all of this will help them get free.”

After a moment’s indecision, Twilight nodded and raised her voice. “I don’t know if you ponies can hear me, but we’re going to solve this, I promise! We’ll have you all out of here as soon as possible. Just bear with it for a little longer.”

Not a one of the statuesque ponies responded. They all remained sitting, gazes downcast and shoulders slumped. Were it not for the slight motions of their chests, Fluttershy wouldn’t have thought them alive at all. She and her friends moved quickly to the next door.

“Still think this is an illusion, Twilight?” Spike asked as they entered another car full of seats. At least this one was empty.

“I have no way of knowing now,” Twilight admitted in frustration. “The second enchantment is completely beyond my knowledge. One thing’s for sure; this has to be related to what Celestia summoned us for.”

Fluttershy shivered at the recent memory of those poor ponies. “I hope Rarity and Pinkie are okay. If the cars are all mixed up, how will they find their way back to us?”

Twilight raised her head in an all-too familiar thinking pose. “I don’t think it’s the cars getting mixed up. The first spell had some spatial properties to it. Maybe all that’s happening is we’re getting sent through openings into other spaces. We walk through one door, but exit another one entirely.”

“So it’s like a maze, right?” Spike sat back, scrunching up his face in thought. “Sounds like something Discord would do.”

“Eh, I dunno, Spike,” Rainbow said. “This doesn’t really feel like Discord, know what I mean? He would have already been gloating in our faces if it were him.”

“Besides, I’ve felt Chaos Magic, and believe me, this isn’t it.” Twilight reached the door first. “Although I will admit, this feels mildly chaotic. Huh?” Her magic tugged on the door, to no effect. “Well, that’s interesting.”

Applejack and Rainbow tried the door individually, then together. It refused to budge. Applejack gave it a light kick in frustration. “I don’t think Discord’s one for forcing us to go in any one direction, either. Not much chaos if he knows exactly where we’re goin’, right?”

Twilight narrowed her eyes, as if she were preparing for one of Celestia’s tests. “I’m not letting this stupid door get in the way of solving this mystery. Stand back, girls, I’m gonna try something.”

It was while moving back that Fluttershy first noticed the oddity. It appeared in the corner of her eye, a sense of movement, but when she turned her head all was still. She stared at the wall, wondering if the gloom and shadows hadn’t been playing tricks on her. She turned away with the sound of Twilight’s horn igniting, only to look back instantly when the movement came again.

A sense of wrongness came over her, as though something were right in front of her eyes and she’d missed it. “Umm… girls?”

It was Rainbow who noticed where she was looking. “What’s wrong, Fluttershy?”

Fluttershy leaned sideways towards her. “Do you… see something over there?”

“Nah, it’s just… Wait, what?”

A glance showed Rainbow turning her head away but watching the wall out of the corner of her eye. “Maybe? I’m not sure.”

With hesitant steps, Fluttershy stepped between the seats. She questioned the wisdom of such an act, her mind sending terrible images of monsters hiding below. Yet the movement hadn’t been low, it had been…

Her gaze settled on the window. Just like before, the glass had become completely opaque. Unlike the last time, the glass was black. Fluttershy pondered this and the conditions outside. Had Celestia lowered the sun for some reason?

She gasped and leaned forward. There it was, the movement she’d noticed before! Something stood behind the glass – or perhaps hovered, as the train as still moving. Ignoring Twilight’s effort-driven grunting and groaning, she stepped a little closer.

It definitely had the shape of a pony. The body was so dark that it blended almost perfectly with the surrounding shadows. Perhaps it would be better to refer to the pony as the shadow. Whatever it was, it clearly wanted through the window; it squirmed and pressed against the glass in a silent dance that struck Fluttershy as desperate.

She fiddled with the window’s latch, but like the last one, it didn’t seem to want to move. “Come on…”

“Whoa, hey, Fluttershy.” Rainbow appeared at her side, hovering over one of the seats. “I’m not sure you should be doing that. Who knows what’s out there?”

“I can’t just ignore them,” she countered, not taking her eyes off the latch. “What if they need help?”

“They who?” Rainbow peered at the window. “Whoa, okay, that’s weird.”

“What are you two gals doin’?” Applejack asked from the aisle.

Fluttershy sighed and ceased her work to look back. “Do you think you could help? Maybe if we—”

The sound was something between a buzz and a crackling fire wrapped in the background noise of a harsh wind. It went from quiet to ear-splitting in a heartbeat, and as the volume rose a fourth aspect tickled the ears: screaming. A high-pitched, agonized shriek. Fluttershy had no time to register any of this, however, for as soon as the sounds began a hideous chill wrapped around her body.

She would have screamed, but the cold bit so strongly that it robbed her of breath. Already she was being dragged backwards. Something physical held her by her flanks, sending blades of ice along her hindquarters and up her spine. She looked back, mane whipping through the air and jaw opened with in a voiceless cry.

The creature that held her seemed vaguely equine, its body a slate grey and its forehooves covered in thin digits like a minotaur’s fingers. The thing had no coat, but instead skin stretched taught and streaked with black stains. That skin covered its face such that it appeared to be trapped in a latex suit, a mouth beneath moving slowly and the skin pulled into the holes of the nostrils. The thing’s back half disappeared into the still-closed window, the glass itself warped to form the thing’s physical shape.

Fluttershy found her voice and released a shriek that rivaled the audible wretchedness of the thing that held her tight. Her tail nearly touched the window when her movement stopped.

“Hold on!” Rainbow shouted, her forehooves grasping Fluttershy’s left leg.

“We’ve gotcha.” Applejack held the other, her expression stern. “Ain’t no ugly window gonna take our friend!”

Fluttershy held on as tightly as she could, whimpering as all feeling vacated her hind legs. She couldn’t even be sure they were moving. Tears streamed down her puffed out cheeks as the icy force steadily moved along her body. “I-it hurts! Applejack, Rainbow, it hurts!”

Amidst her screams, her friends worked even harder, but seemed unable to pull her any farther from the window. The buzzing, crackling wind only grew louder as the monster’s grasp wormed along her body like greedy tendrils of the coldest substance Fluttershy couldn’t even imagine.

And somehow, Fluttershy knew what would happen if that ice reached her heart.

“It’s going to kill me! Help me, please!”

Something heavy landed on her back, and a new wind filled the air. The screams, barely audible beneath the winds, grew terribly loud and the deathly chill’s advance came to a stop. She looked back through blurry eyes to find Spike standing atop her, his green flame enveloping the monster’s head. The thing squirmed and wriggled, but seemed to lack the mobility required to escape.

“Way to go, Spike!” Rainbow cheered as she redoubled her efforts to pull her friend away from the window.

When Fluttershy looked forward again, her forelegs were encased in purple magic. She began to edge forward. A relieved sob burst from her as the sharp chill started to fade away. Then, with one last shriek, the monster released her entirely.

She fell in a heap on the floor, face buried in her fetlocks as she wept. Though her shoulders ached and she couldn’t feel her hind legs, the one and only thing that seemed to matter at the moment was the fact that she’d survived. Were she capable of standing, she be holding her friends close. That not being an option, she raised her head and gave them a fragile, trembling smile. “Thank you! Thank you, thank you! I was so—”

The buzzing and crackling overwhelmed everything. Fluttershy’s heart all but stopped when, in a grim chorus of agonized wailing, every window burst to life! Creatures flung their all-too equine legs out as if to grasp at the ponies, their open mouths muted by the tight skin stretched over them. Fluttershy wanted to scream at the sight of their wretched forms. Maybe she did, but the collective howling of an unfelt wind combined with the mentally overpowering cracklings and buzzings made it impossible to tell.

What was this noise that pressed into every corner of her mind? Why did it make the coldness come back? Fluttershy felt… fragile, as if she might crumble into dust. And lonely. So lonely. She cried out for her friends, but the sound was lost amidst the aural chaos. If only her friends would take her away from this cold, miserable, isolated place in her heart!

She curled up as best she could, trembling and burying her face in her forelegs. So cold, so alone, so terribly sad. All she wanted as a little warmth…

Something grabbed her. She tried curling up a little more. It was the most she could manage. The unknown something lifted her up and placed her on something else, something that moved. Were they taking her away? Away into that buzzing nothingness beyond the glass? She didn’t want to go… but what was the point of fighting it? Everypony would end up there, anyway. Her friends were better off without her. But she was so afraid…

Her thoughts ran in circles over and over again, an endless monotony of despair and gloom. It wasn’t until somepony began calling her name that she even remembered she could think other things. The voice was familiar. It was… lovely. So familiar and so lovely, and she had to listen. She wanted to reach out and hold that voice close to her heart, let it warm her soul.

“—shy? Come on, come back to me. Please.”

The world, once an amorphous mass, cleared, and her vision was filled by an orange blob. It reminded her of something. No, not something; somepony.

Through a dry throat and with a hoarse voice, she managed a feeble, “Apple… jack?”

“Fluttershy!”

The pony’s body heat enveloped her, and Fluttershy delighted in the sensation. With trembling legs, she returned the embrace.

“I thought I’d lost you for a moment there,” Applejack whispered in her ear. “You had me more scared than Big Mac when a mare’s looking at him funny.”

Fluttershy actually smiled. For a terrible moment, she’d forgotten the very concept. “I’m s-sorry I scared you,” she managed. “Oh, Applejack, it was horrible! I thought I’d died.”

The earth pony’s grip tightened. “Now don’t you worry none, sugarcube. You’ll be fine, I promise.”

“I believe you.” If felt so indescribably good to realize how true that was. “I know my friends would never give up on me.”

At last, Applejack pulled away. Holding her at leg’s length, she studied Fluttershy carefully. “But what happened? You just collapsed when all those ugly things came bursting out of the windows.”

“I don’t know.” Fluttershy paused with a hoof to her throat, taking a moment to swallow a couple times and moisten it. When she tried speaking again, most of the scratchiness had gone. “It was like being trapped in some cold, dark, unknowable place that saps away all joy and laughter. Oh, Applejack, it was the worst feeling ever!”

“That does sound mighty awful,” Applejack admitted, shoulders slumped. “I’m sorry I couldn’t get you out of there faster than I did, Fluttershy. There was so much goin’ on, I guess I sorta froze for a moment.”

“You did?” Fluttershy thought back on the moment everything had gone wrong, but found she could remember nothing after her collapse. “It’s alright, Applejack. R-really. You got me out of there, didn’t you?”

“I should have reacted faster!” Applejack pulled her hat over her eyes, her typical shield against shame. “I let them things get in your head. It ain’t right, but I’ll do better next time, you have my honest to apples word on it.”

Fluttershy shifted a little closer, resting a hoof on Applejack’s. “You’re too hard on yourself.”

Applejack’s hat continued to hide her eyes. “Am I? Then why did I let us lose Twilight, Rainbow and Spike?”

“What?” For the first time, Fluttershy took in her surroundings. They were in a new car, this one with private cabins. The air was still, the silence interrupted only by the steady ca-clack of the tracks below. There was a conspicuous absence of friends, which brought her back to full alertness. “W-where are they?”

“I don’t know!” Applejack retracted her hoof so she could pound the floor. “They were right behind me when we were runnin’ from those things, and then they just… just disappeared! I should have been watching them. I should have—”

“Applejack!” Fluttershy moved forward, embracing her trembling friend. She forced as much confidence into her voice as she could. “It’s okay. Nopony can expect you to take care of all of us at once. I’m sure our friends are fine.”

Applejack stiffened, her breath coming in a slow rhythm. Then she relaxed and patted Fluttershy’s shoulder. “Y-you’re right, sugarcube. I ain’t doin’ them no good beatin’ myself up like this. I’m just so worried, that’s all.”

“They’ll be fine. We’ve been through far worse things than this.” Fluttershy found she even believed it. She leaned back to smile at Applejack.

“Yeah… We have.” As the two stood to take in their surroundings, Applejack’s cheeks bloomed pink. “Sorry. I got more bent up than Granny Smith at Zap Apple Season.”

“It’s alright. It happens to the best of us.”

Fluttershy’s eyes met the door at the end of the car. Somehow, the sight made her shiver. She stretched her hind legs, which still felt incredibly cold. She chose not to complain; it was better than no feeling at all. “Y-you don’t think those monsters followed us, do you?”

“They seemed like they were stuck in the windows, for whatever reason.” Applejack pressed against the door just behind them. “Nope, still stuck. Might have to buck it down.”

After a moment’s thought, Fluttershy gestured to the cabin doors. “Why not try these? The enchantment’s making everything move around, maybe they’ll lead to an exit.”

Applejack looked to her as if she’d just said apples tastes like oranges. “That sounds ridiculous.” Then her expression turned thoughtful. “Then again, there ain’t much about this scenario that makes sense. Eh, why not?”

Promptly sliding open one of the doors, Applejack stepped through the threshold and paused halfway. “What the?”

The voice came from two directions at once. Fluttershy’s ears swiveled to follow the two sources, then she turned her head. Her mind blanked for a moment when she caught sight of Applejack’s front half coming out of a cabin door near the opposite side of the car. The earth pony stared at her with eyes so wide Fluttershy wondered how it was possible. Slowly, keeping her gaze on Applejack’s face, she reached back to touch the mare’s cutie mark.

Applejack flinched. Her tail came up to slap the hoof away before she added, with a lopsided smirk, “Hey, hooves off the goods. I know ya like me and all…”

Blood rushed to Fluttershy’s face in a wave as she began stammering. “I’m sorry, I didn’t mean, that was… I just wanted to—”

“I was teasin’, Shy.”

“Oh. R-right.”

With a chuckle, Applejack stepped backwards out of the door. “Shoot, you made that one too easy. Come on, let’s try the other doors.”

With a meek nod and her cheeks still on fire, Fluttershy turned her attention to the leftside doors. The first one she opened led to what appeared to be a broom closet far too small for its placement. Even stranger, its contents were not moving with the train’s rocking. Placing her hoof on the floor, she realized that the closet was also made of entirely different materials; this looked more like oak than the cedar of the car.

She stood with two hooves on one side and two on the other, feeling the light vibrations running up her back legs. By comparison, the closet was solid, still and quiet. The only explanation she could think of was that the doors didn’t just lead to other parts of the train, but to different locations entirely. Stepping back into the hallway, she offered this theory to Applejack.

Her friend wiped frost from her face and shivered. “That makes sense, I guess. I think my door just opened up to someplace in the Crystal Empire, but outside that fancy shield they got keeping them warm.” As she stepped to the next door, she asked, “How are you so calm about all this? My mind’s going crazy trying to figure this stuff out.”

Fluttershy offered a light smile. “When you’re friends with a draconequus, you learn to roll with it.”

She pushed open the next door and froze. There was another one of those paralytic ponies, sitting in a perfectly normal train cabin and fused to her seat. “Oh. Umm… excuse me. I don’t know how to help you, but I’m sure we’ll find a way soon? Umm… I’m going back outside, now. Don’t give up.”

Feeling foalish, she stepped back out and closed the door. Then trembled like a leaf until Applejack calmed her down.

The third door proved less interesting, also leading to a regular train cabin. This one held no passengers, but did have one peculiar feature: a statue of Discord. It stood on a tall plinth, about a foot taller than her overall, featuring a bust view of the Spirit of Chaos. His unmoving gaze centered upon her, pleading and hopeful.

What was something like that doing here?

“Whoa nelly!”

Fluttershy yelped and hurried to Applejack’s side, statue forgotten. “What’s wrong?”

Applejack sidled over so Fluttershy could look through her door. “It moved!”

“What?” Fluttershy looked inside to find yet another unadorned cabin. “I don’t see anything.”

“On the seat. Left side.”

Obeying the directions, she leaned forward and discovered a half-dozen pieces of candy. They were round balls, the wrappers pink with splotches of yellow. Each piece was tied with thin ribbons that spread out in thin, gentle lines. Other than that, there was nothing special about them.

“Umm… It’s just candy.”

“I don’t think those are candies, sugarcube.” Applejack fidgeted, one hoof playing with the rim of her hat. “I swear, one of them moved.”

Moved? That sounded like another Discord trick. Carefully, Fluttershy approached the seat and began to reach for one of the candies.

She yelped as, abruptly, all six turned. Each possessed a single, bright blue eye. They stared up at her, unblinking, perfectly silent, wholly devoted. She stared right back, heart fluttering and eyes wide. Something about those things disturbed her. They felt alien, and far too interested.

Applejack spoke in a hushed tone. “J-just step back, alright? Nice and slow.”

One step. Another. The eyes rotated in unison, watching her retreat. Another step. She was almost out.

The ribbons vibrated, tensed, then lifted the eyes up like spider legs. The candies skittered across the seat, advancing as one. Fluttershy and Applejack shouted in concert and slammed the door closed. Both ponies backed away from it, their breaths coming in shallow gasps.

Applejack chuckled nervously. “I must be goin’ crazy, getin’ scared over a bunch of freaky bugs.”

“I’m not sure those were bugs,” Fluttershy said. “L-Let’s just find a way out of here, before they find a way out of there.”

Applejack required no further prodding, and the two were back to opening doors. The first one Fluttershy opened led to a large room that appeared to be the lobby of a bank. The second, another empty cabin. The third, however, opened into the engine of the train. Or at least, of a train; Fluttershy had to way to know if it belonged to the one they were on.

“Applejack?”

“A-ha! Good job, Fluttershy.”

Applejack wasted no time entering the engine room, leaving Fluttershy to wonder both what she’d done to warrant praise aside from opening a door and whether it was really a good idea to go inside. Still, this was a better lead than what they’d dealt with so far, so she followed her friend.

Her mane billowed back as heat pressed against her face. The boiler before them was closed, but heatwaves radiated visibly from it. She kept well away from the thing, instead turning her head to take in the room. The engine room consisted of a door on either side, each closed, and long, open windows. The world beyond was as dark as night, with only the faintest shadows passing by.

Fanning herself with her hat, Applejack took a few daring steps closer to the boiler, stepping around chunks of scattered coal. She had to shout to be heard over the engine. “I’m no train engineer, but I’m pretty sure it’s not supposed to be this hot in here.”

Fluttershy attempted to cool herself by spreading her wings wide and flapping them, pushing the heat away. “Why isn’t the engineer here? They can’t just leave the engine like this.”

“I dunno, but I think the instruments are busted.” Applejack stepped back as sweat poured down her shoulders. “I hate to say it, but I think this train’s runnin’ away.”

“Do you think we can… stop it?” Fluttershy’s gaze narrowed as she noticed something odd. “The boiler’s closed. Shouldn’t that kill the fire?”

Applejack followed her gaze. Her eyes widened and she took a step back. “You’re right. I don’t think this is natural. Maybe we should—”

They cringed and covered their ears as cry burst from the boiler. It sounded far too low in pitch to be a steam whistle. Fluttershy forced one eye open to find the boiler door glowing red. “Oh, no. We need to get out!”

There was no telling if Applejack heard her or not, but they turned for the door in unison anyway. Fluttershy grabbed the handle and tugged, but the door didn’t move. “Oh, no, not now!”

Applejack shouted something that might have been “Move” and unceremoniously shoved her aside. When her own superior strength couldn’t open the door, she turned and began bucking. The boiler door was glowing by this point, and the heat in the room had intensified. The wailing cry grew in volume, now sounding more like several voices at once.

Fluttershy trembled, her gaze switching rapidly between Applejack and the boiler. She beat her wings in a steady rhythm, but they were doing little to cool either of them down. “Oh, please don’t explode, please…”

Applejack shouted something as she bucked. It may have been a curse. The door shook with every hit, but otherwise didn’t receive so much as a dent. Before too long the screams overwhelmed even the sound of her frenzied attacks. The boiler door bulged and smoke began to rise from its edges.

Realizing they were out of time, Fluttershy grabbed Applejack’s cheeks and forced her to look up. She gestured to the side doors, and her friend nodded. They turned to try one—

The boiler door broke loose, its hinges shrieking as the pins sheared, and it flew across the room to smash into the door where Applejack had just been standing. Flames roiled out of the boiler, roaring like some infernal beast, and the screams were accompanied by moans. Fluttershy looked up and nearly shrieked at the sight of four heads emerging from within: a pony, a cow, a dog and an eagle. For the briefest moment her heart went out to the poor creatures that she’d presumed to be dead.

Then she saw the body that came with them.

It was a snake. A giant, flaming, four-headed snake. Its body, barely visible through the flames, was pure white. It slithered its way into the engine room and reared up, all four heads squirming and moaning and shrieking. Four pairs of pupil-less eyes settled upon the ponies, white and unthinking and spewing more flames. The engine room combusted, fire spreading across the floor and melting metal. Fluttershy could do nothing save stare, mind numbed, as the demonic thing approached.

Then she was moving, pulled forward by Applejack. The banyged into one of the side doors, and Fluttershy screamed at the searing heat of it. The monster’s wails answered her from behind. She didn’t dare to look, instead helping Applejack push.

Mercifully, the door slid open. Without so much as a thought for how fast they were going, the ponies leapt out of the train together. Cool air hit Fluttershy like a slap in the face, and she took a deep, relieved breath.

Then remembered that Applejack didn’t have wings.

In an aerial maneuver that might have made Rainbow proud, Fluttershy tucked her wings, rolled, and dove. She caught Applejack by the shoulders and forced her wings wide open, crying out in pain as they caught air with a jerk. She heard Applejack shout, and they hit ground. Applejack as pulled from her hooves and Fluttershy dropped from the motion.

Black ground scraped Fluttershy’s chest, leaving a rub burn, but she somehow managed to get her flight under control before she could actually crash. She stumbled to a landing, out of breath and shivering, before spinning around. Applejack lay in a heap several feet away, unmoving.

“Applejack! Are you alright?” Fluttershy hurried to her fallen friend. “I’m so sorry, I tried to catch you in time, but—”

A lone orange hoof rose from the ground just as she got close. Applejack’s spoke dully, “I vote we never do that again.”

The nature of the comment filled Fluttershy with relief, though she still hovered over her friend like a distressed butterfly. “Oh, thank goodness! I thought you might be hurt bad. Don’t move too much, let me get a look at you.”

With a groan, Applejack straightened out and rolled onto her back. “I think I’m okay, Shy. Just lemme, uh, lay here for a moment.”

Fluttershy landed by her side and looked her over closely. “You’re sure? Nothing’s broken?”

“I’m fine.” Applejack, staring directly up, blinked and narrowed her eyes. “Where the hay are we?”

“Huh? Oh, we’re… Um…” Fluttershy took in their surroundings. Shops and offices lined a blacktop street, all overlaid in darkness and decay. Carriages were scattered all over, some broken, some crashed, but many just sitting as if abandoned. The sky overhead was overcast by ugly yellow clouds that made her think of the kind of things Philomena once vomited up.

The most disturbing aspect of all? There were no train tracks in sight.

“Oh, no, we’ve lost the train entirely!” Fluttershy flew a small orbit around her fallen friend, trying to take in as much of their surroundings as she could. “B-but, our friends were on that train! How will we ever find them now? This doesn’t look anything at all like Canterlot.”

With another moan, Applejack sat up, the motion summoning Fluttershy to her side like a canary tending to her fallen chick. “Hold on, it’s too early for you to get up.”

“I told ya, I’m fine.” Applejack popped her neck and rubbed at a bleeding cut on her elbow. Then she took another look at their surroundings and blinked. “Wait, I know this place. That’s Gorgan’s Square down the way, which means the Delamare River’s just thataway.” She pointed to their right. “Why, this is Fillydelphia!”

“F… Fillydelphia? But that’s not even on the same train line.”

“I know, I came here at least three times visitin’ kin.” Applejack stood, moving tenderly and hissing as she did. “We’re over a thousand miles from where we’re supposed to be.”

The two fell silent. Fluttershy contemplated the new circumstances and felt a horrible sinking sensation in her stomach. “If this darkness is over Fillydelphia, and we were near Canterlot…”

Applejack nodded grimly. “This magic’s not as isolated as we thought. Maybe all of Equestria’s fallen under this spell.”

“And if we could end up here, our friends could end up… anywhere.” Fluttershy turned a circle, a sense of loss and confusion settling in. “Pinkie and Rarity could have been lost to us the moment they stepped out of the cabin. And the others… Oh, no, what about Ponyville?”

Applejack set a hoof to her shoulder, forcing her to stand still. “Easy now, sugarcube. Our friends are alright. We just have to figure out how this mumbo jumbo works, and Twilight’s probably halfway there already. Things’ll work out, you’ll see.”

Fluttershy took a slow, deep breath, then released it with equal dedication. “You’re right. I’m sorry. We should trust in Twilight and the princesses. They’ll figure something out.”

“You betcha!” Applejack pulled her close with a smug grin. “Once they do, we’ll be together in no time. For now, all we gotta do is stick together. Ain’t nothing we can't overcome if we do that.”

Fluttershy returned the smile, then directed her attention to the barren city around them. “Now we just need to figure out what to do while we’re here. And… where is everypony?”

“Maybe that’s the first thing we should figure out.” Applejack stepped forward, rubbing her chin at the empty street before them. “Maybe they’re all hidin’ from something. It is mighty spooky out here.”

Fluttershy shuddered; spooky was an understatement. She couldn’t escape the feeling that there were things in the dark corners of the city watching her. And after encountering three different types of monsters in the last hour alone, she didn’t want to chance the possibility of that being true. She wanted to get indoors, and quick. “You said you have family in the city, right? M-maybe we should start there.”

“Smart thinkin’, Shy. Come on, we need to go, um…” Applejack looked one way, then another. After a few seconds of consideration, she pointed down a side street. “That way! My cousin Apple Brown Betty owns a bakery on Button Street, that’s as good a place to start as any.”

And so the two ponies started off in the gloom. Fluttershy hoped that the rest of this little adventure would go by without any more monsters. She’d have enough close encounters today to last her a lifetime.

Author's Notes:

Just so you all know, this should be the last time we have to witness that transition scene. I'm sure you guys are as tired of reading it as I am of writing it.