Fluttershy slowly opened her eyes as she felt droplets of water splash onto her face. She cringed, as the sun invaded her vision. The pegasus gingerly lifted her head to see one of her squirrels standing over her with wet paws, looking at her in concern. She pushed herself up on her front hooves, her head drooping from the pain by her eyebrows. Shaking her head seemed to be a mistake, causing her more pain than she was already in. She winced and put her right hoof to her head to inspect the area that was giving her trouble. It felt sticky and matted. The pink haired mare drew her hoof back, and gasped as she saw blood. It was all starting to come back to her. She went to make herself some tea last night, there was a noise coming from her pen and when she went to inspect it, there was a figure holding Elizabeak.

"ELIZABEAK!" Fluttershy screamed as she tried to get up.

Unfortunately, her body didn't comply as she simply staggered for a moment and then collapsed on the ground again. She sighed to herself. She wanted to help Elizabeak, but it seemed that in order to complete that task, she had to take care of herself first. She thanked the squirrel who attempted to wash her face, as she slowly made her way back to her cottage for some much-needed medical attention.
-

Rainbow Dash was sitting up and staring at the ground with a scowl on her face. She awoke with the morning sun, remembering all too well the events from last night. Her mid-section was sore from the hit she took, and she rubbed her belly with her left hoof in order to try to dissipate the pain.

'Who the hay was that last night?!? And how did he… or she… get so strong?!? The cloak looked like one of Zecora's, but whoever it was, was clearly using magic. What would Zecora want with Tank, anyway? This makes no sense. Guess I had better head over to Zecora's, anyhow. It's the only lead I've got! Maybe she could tell me if she loaned that coat of hers to anypony.' Rainbow Dash thought to herself.

Her mid-section still hurt a bit, so she decided to fly low and slower than she usually did. She grumbled to herself under her breath. "When I find whoever did this to me, they are gonna pay!"
-

Rarity made her way over to Sugarcube Corner, as she was surrounded by the hustle and bustle of Ponyville's market center early morning rush. Although she had had a good night's sleep, something just didn't seem right. She hadn't seen Opal all morning and it was starting to worry her. She usually showed up next to her as soon as she woke up demanding her breakfast. However, this morning was unusually quiet for the seamstress. She had asked Sweetie Belle before she went to school if she had seen her feline companion, but the filly said that she hadn't.

'Maybe she had snuck out during the night? No, she wasn't really an outdoor cat, unless it was for one of our pet play dates with our friends. So, then where was she?'

"Hi Rarity!" Pinkie Pie said, startling her unicorn friend.

"Oh! Pinkie Pie, I'm sorry! I must have been lost in thought all the way up to the counter. I do apologize. Before I order though, I'd like to ask you; have you seen Opal? I haven't seen her since I went to bed last night. I can't find her anywhere, and she usually isn't one to leave the house without an escort." Rarity stated.

"Nope, sorry, I haven't seen Opal at all. Actually, now that you mention it, I haven't seen Gummy anywhere either! Usually, we settle in together too, but I haven't seen him all morning, and I checked all of his hiding spots, like the bath tub, under my bed…" Pinkie Pie said.

While the pink party mare continued on and on, Rarity became lost in thought.'Hmm…This is certainly strange. I wonder if they went off together? Oh, listen to me, I must be hanging around Pinkie too much, that sounds like something she would say.'

"Um…hi, Rarity…Pinkie Pie," A voice called softly from behind Rarity.

"Applejack, what in Equestria happened to you?!? You look terrible! Are you alright?!? Have you been crying?!?" Rarity gasped as she turned to her fellow element bearer.

"No, Ah'm not alright. But, Ah can't talk about it right now. Please come to the barn after sundown, and we'll talk then. It's important. Please," she stated solemnly, not even looking Rarity in the eye.

"AJ, what's wrong? You can talk to us, we're your friends!" Pinkie Pie said as she made her way around the counter.

"No. Ah can't talk about it right now. Jus' please, come to mah barn tonight and Ah'll explain everything. It….it has to do with… one of our friends," Applejack said.

Rarity and Pinkie Pie's eyes widened. They looked at each other, and then back at Applejack.

"Applejack, does this have anything to do with Twi-"

"Just please come!" Applejack begged, as she ran out of the establishment.

Pinkie Pie and Rarity were left dumfounded. "Well, I guess we should go to the barn tonight," Rarity stated flatly.

Pinkie Pie nodded, and turned to go back around the counter. She started sweating profusely. Her eyes darted around nervously, as Rarity turned back to place her order.

"Pinkie Pie, what in Equestria has you so nervous all of a sudden?" The unicorn asked her earth pony friend.

"Oh, it's nothing. Um, I'll see you tonight, Rarity," Pinkie Pie said as she took off upstairs.

"Pinkie Pie, wait!" Rarity shouted as she extended her left hoof towards her friend.'Oh! This is so frustrating! I would go and try to talk to Twilight directly, but she refuses to let me in the library, and has had the audacity to ignore me as of late. Well, I guess I'll just have to wait till tonight!'she thought to herself as she made her way out the door, completely forgetting about her order.
-

Applejack ran out of Sugarcube Corner, and started her way towards Fluttershy's cottage. She stopped dead in her tracks, and turned around towards the library. She could only imagine what was going on in there. She desperately wanted to just walk in the library and have everything returned to the way it was before. She closed her eyes tightly and looked away as thoughts of Wynona entered her mind.'No, Ah need to see this through. You heard Twilight, it was the only way to stop this horrible nightmare. Ah guess Ah just have to have faith for now. But, Ah would reckon it'd be nice to have a backup plan. Gotta see Rainbow Dash after Fluttershy. Ah'll talk to her then,'she thought to herself as she made her way out of town.
-

Fluttershy sat in her living room, cradling her newly wrapped injury, surrounded by her other animals. They all looked at their keeper with concern. She always took their pain away, and they were always so grateful for it. They shared her feeling of helplessness, and were bringing her food, water; anything they could think of to help her. She just sat there, staring at the floor, her head in her hoof.

She didn't know what to do. Elizabeak had been taken, but she didn't know who took her, or why. She was in no shape to investigate, making her feel much worse. Usually, even if a situation had gotten bad or out of control, she could be inspired to muster up the courage to do something about it, when it counted. This time was different, however. Her body would not cooperate; she desperately wanted to run out of her cottage and start her search, but she found it hard just to move around. She thought about forcing herself, but she knew better. After all, being a caretaker of animals, she had treated more than her share of bumps, bruises, cuts and other injuries. She knew the best thing to do was wait until she felt better, no matter how many precious seconds ticked by.

Suddenly, there was a knock at the door. She tensed up as the knock startled her. She immediately cursed her skittishness, as it just brought on another wave of pain. Luckily, a raccoon had made its way over to the door and opened it quickly before running back to the pegasus.

"Fluttershy? What in the hay happened to ya?!?" she heard a voice say exasperated.

Fluttershy turned her head to see Applejack making her way towards her. "Oh, Applejack! It was terrible! Somepony took Elizabeak! I tried to stop him, but whoever it was just ran right over me, knocking me into one of my fence posts!" she exclaimed.

Applejack gasped and turned away for a moment, lost in thought.'Horseapples, Twilight! Do you even realize the pain yer causin' everypony?!? I know it was you, and now I gotta keep yet another dirty little secret from one of my best friends!'

"Applejack? What's wrong?" Fluttershy inquired. Her reaction to Fluttershy's story was not what she thought it was going to be. The element of honesty turned back towards the pegasus.

"Listen, sugarcube, a lot has happened that you don't know about. Ah'm havin' a meetin' in the barn tonight at sundown, and everything will be explained then. Ah'm sorry ta hear 'bout Elizabeak, but I think it may be connected with what's going on. Ah can't say more than that right now, but please, ya gotta trust me on this, okay Fluttershy?"

Normally, Fluttershy would protest. Even though she was timid, when it came to helping an animal that was in trouble, she would never back down. Applejack's tone had made her reconsider. She had never heard Applejack talk like this before. Whatever was going on, her friend was truly frightened. As she looked closer, she could see that the farm pony was indeed a mess. She had bags under her eyes as though she hadn't been sleeping, and when she was awake, she must have crying. She wanted to ask, but her timid nature prevented her from prying any further. After all, her friend said that she would have everything explained to her tonight, and she was in no position to do anything right now anyway. If it had anything to do with Elizabeak, she would be there.

"Ok, Applejack. I trust you. I'll see you tonight," Fluttershy said as she stared at the floor.

The pegasus was taken aback, however as she felt the farm mare hug her tightly. She kept her in the embrace for a few moments before whispering in her ear, "Ah'm so sorry, sugarcube. Feel better, and we'll talk tonight. Everything is gonna be ok. We'll all be there, you, me, Rarity, Pinkie Pie, Rainbow Dash, and…"

She stopped herself as she felt the tears well up in her eyes again. Applejack broke the hug and ran out of the cottage as fast as her hooves would take her, leaving a confused and frightened Fluttershy to try to make sense of what had just happened.
-

Applejack ran as fast as she could towards Rainbow Dash's cloud house. She needed a contingency plan, and Rainbow Dash was the key. The farm mare would never admit it to her friend's face, due to Rainbow's already inflated ego, but her flying ability was second only to the Wonderbolts, as far as she could tell. Her raw athleticism made her an extremely capable force to be reckoned with in the air. Things had already spiraled out of control, and she was beginning to lose faith in Twilight Sparkle's ability to bring herself back from the brink of insanity. Normally, they would just sit her down and talk to her friend to friend, but with her new powers, she knew it would be impossible and would only create a possibly deadly situation for herself and her other friends. Twilight had become as unpredictable as she had become powerful, so as much as it pained her to do so, especially after Twilight threatened her family, she needed to go behind her unicorn friend's back to try to save her life, and theirs.

She called out to her friend when she got to the sky mansion, but there was no answer. She waited and waited, getting more nervous and desperate as time marched towards nightfall. Finally, as night fell over Equestria, she had no choice but to turn around and run back to her barn for the meeting. She cursed herself inwardly for not doing something like this sooner and letting herself be controlled by her fears. Now, she and her friends had to confront a nightmare unlike anything they had ever faced before. What was worse was the fact that the very unicorn that brought them all together was the source.
-

Rainbow Dash trotted along the outskirts of the Everfree Forest, lost in thought. Zecora had been no help, and apparently had not left her hut for days, as she was working on some important new potions. The cyan pegasus tried to think back to the fight and the other clues that she had to go on. The only thing that she could use as evidence was the use of magic. That at least narrowed it down to just unicorns, and maybe alicorns. She went through possible offenders, knocking each of them off her list of suspects after some deductive reasoning. The princesses would never do something like this, so they were out. She then thought it was that changling queen, but the pony she fought last night was not as big. All that was left was a unicorn. No unicorn she knew of had that type of physical strength, though. This didn't make any sense. As she approached her home, she huffed to herself and pounded the grass with her front hooves. She looked up just in time to see Applejack running as fast as she could towards Sweet Apple Acres.

'AJ? I wonder where she's off to in such a hurry.'She thought to herself as she slowly took to the air and followed her fellow element bearer.

THE NIGHT BEFORE…

Twilight Sparkle heard the cages rattle again as she tried to focus on her calculations. She wished they would just be quiet, but they were, after all, just pets. She couldn't blame them, really. She had each pet lined up beside her as she finished her work on the third telepod. It was almost complete, and the timing could not be better. She was finding it very hard to concentrate and the nervous ticks that she was having were getting worse. They started playing at patterns, and she found herself paying more attention to them than her work. She shook her head again as she tried to refocus. In her mind, this was her last hope. She knew from her condition that she was running out of time, and only had one shot to test out her theory. She closed her eyes and sighed. Her new flesh had packed itself tightly over her eyelids, and she had to struggle just to keep them open. The unicorn slowly turned her neck and viewed her specimens.

'Can I really do this? If this doesn't work, how can I ever face my friends again? Even if it does hold the key to my survival, they will surely hate me forever. I know I may be turning into a monster on the outside, but I don't want to turn into one on the inside, too. Look at them. They have no idea what's going on. This is the most unethical thing I've ever done, but if I don't do it, I could…'

She whimpered and turned away as she thought of her own mortality. She was scared. She was frightened of not only her transformation, but of her death as well. In her research, she had gotten multiple conclusions as to where her transformation was going, and either way, she knew there would no longer be a Twilight Sparkle. She gulped and turned back around and studied her friends' animals. Wynona walked back and forth nervously in her cage, whimpering to herself. She was pensive. It could have been the new smells, but Wynona seemed to know that she was in danger. She was a very loving animal, and being in this situation frightened her. Opalescence would not stop hissing. That would be her normal state, as she was always very particular with whom she interacted. This was different, however. This time, her body was low and defensive, and she seemed ready to attack at the slightest move that Twilight made. Elizabeak seemed to mirror Wynona's nervous reaction with wide eyes and pacing in her cage. Tank had a sad frown on his face. He seemed resigned to his fate, and glanced back and forth slowly. Usually he was quite tenacious, but he just seemed to give up out of fear. She couldn't tell what Gummy was feeling. His eyes never changed and he just sat quietly, waging his tail. She finally gazed into the eyes of her own pet. Owlowiscious just stared right into her eyes. It was haunting for Twilight. He didn't move or even make a sound, but it was like he knew what she had planned and he was judging her for it.

Finally, she turned and went back to her research. It was now or never. Time was running out and she had to make a decision. Resign herself to the fate of becoming a monster - maybe even dying - or running an experiment that would throw away all of her ethics, her moral compass and possibly her friendships. After what seemed like an eternity in her mind, she turned back around and closed her eyes as she activated her magic. Her now deformed horn started to glow with magic, and all the cages opened. Some of the animals tried desperately to escape, but Twilight's magic held them, and moved them to their respective places; Owlowiscious was put into pod number one and the door was closed on him. The remaining animals were placed gently into pod number two and the door was again closed and locked. She could hear their faint cries through the glass doors, but forced herself to ignore them as she checked her final connections to pod number three. With a deep breath, she stood in the middle of the lab, and activated the telepods. There was more light this time, since there was a third pod now, and after a huge flash of light, the animals seemed to disappear. Soon, the machines powered down, and the familiar smoke filled the area around the third telepod. Celestia's prized student made her way tentatively over to the telepod. She took another deep breath as she used her magic to unlock the door. The large piece of metal and glass slid open with a hiss, and the rest of the smoke began to dissipate. She struggled to peer inside, and what she found shocked her. A ball of flesh had formed at the center of the pod, with the heads of the creatures sticking out of the sides, almost like the arms of an octopus. She could hear a variety of ethereal moaning coming from the heads as she took a closer look. She could see distinct characteristics of each animal. A wing protruding here, Gummy's tail sticking out there. Her obsession combined with her curiosity had fully replaced any doubts she held previously regarding the experiment.

'Good,'she thought to herself.'Now I can try and-'

The unicorn never got to finish the thought however as the newly formed creature managed to jump out at her; claws and teeth bared for attack. She screamed as it knocked her to the side and then jumped on her back. With a mixture of pain and anger the creature lashed out at its creator, cutting deep into Twilight's new flesh. Twilight gritted her useless teeth, as she tried to buck the thing off her. When that didn't work her frustration reached its boiling point, and with a sneer, activated her magic once again. She enveloped the monster in a bubble and threw it across the room, slamming its "back" against the wall. Six cries rang out at once. Twilight turned to face her aggressor and took a low stance, ready for a fight. What she saw, however, made her expression soften and her eyes go wide. The creature thrashed about while encased in the unicorn's grip. It was in pain. Probably in more pain than they had ever experienced individually. There was no hope for it. If Twilight could still shed tears, they would be streaming down her face. She had no choice now. She had to put it out of its misery. She had never killed anything before, but her adrenaline was now pumping through her, and she was having even more trouble thinking straight. Using her magic, she reared the monster back and slammed its "back" against the wall. It cried out even louder, so she did it again, this time harder, trying to finish it in one blow. Again, the creature just wailed.

"I'm sorry," she whispered, as she repeated the process. She closed her eyes and kept whispering the phrase after each blow she gave the creature. She kept hitting it harder and harder, but it would not stop screaming.

'Just stop screaming, please just stop screaming!'Was all she could think about as she vocalized her condolences.

"I'm sorry." BANG

"I'm SORRY!" BANG

I'M SORRY!!!" BANG

Twilight started to sob, even though no tears would come out. Finally, after a few minutes of the vicious repetition, the cries started to cease, the unicorn was screaming her apology to whoever would listen. Finally, she looked up, and realized the thing was dead, and there was a large blood spot on the wall. She stared at the limp carcass suspended in the air. Her last hope had vanished. She had sacrificed everything: Her ethics, her morals, her friends and their loved ones. She couldn't take it anymore. The insanity she felt was starting to take over, and this time, after holding it in check for so long, she let it. She screamed as loud as she could and threw the dead amalgamation of flesh across the basement and into the wall. It made a sickening crunch, like a watermelon bursting apart after it falls to the ground, and slid behind some stacks of books.

She ran out of the basement, up the stairs into her room, and out her window. She needed to get out, to get away, but she knew she couldn't go into town. It was the middle of the night, so she climbed to the top her tree house. Her power to cling to the side of walls allowed her to maintain her balance. After she made it to the top, she stared at Luna's moon with hatred in her eyes. She had started to let the insect part of her take over, as she glared defiantly at the glowing orb in the sky. She was about to vocalize her defiance with another scream, but she was stopped by a searing pain in her side right below her right shoulder. She whimpered, as the pain was more intense than anything she ever felt in her life. She tried to remain balanced, but the pain was too much for her as she fell and landed on her deck. She rolled from side to side, as she wailed. She noticed a bulge forming at the center of where she felt the pain, which made her whimper and stare wide eyed. As her flesh began to expand, her epidermis ripped apart to reveal a deformed insect leg. It started convulsing and flailing, as though it had a mind of its own. Twilight concentrated and her horn began to glow anew with magic as it she started to rip the leg from her body. The pain she felt was excruciating, and it took everything she had not to pass out. She looked down to see that it was hanging on by a few pieces of flesh now. Her magic finally gave way as most of her energy had been spent. There was only one thing she could do now. She used her hooves to lift the leg above her head and took the strands of skin in her mouth and bit down and wretched about from side to side. After a few desperate minutes, she was finally able to dislodge the leg from her body, and she threw it a few feet from her on the deck. She laid there for a few minutes, catching her breath. She turned her head, looking at the severed limb. It was still moving, which both shocked and fascinated her. She had no time to study it though. She slowly made her way back into the basement, and started studying the data. Even though the experiment failed, with a few re-calculations, she could make her original hypothesis a reality. She smiled at the thought. Six organisms could become one. This was how she would survive. Soon it would be time to see the girls. Then, after tomorrow night, she could live on with her friends… and never be alone again.

So, another chapter down. There are probably going to be one or two more chapters for this. Once again, I hope everyone is enjoying this so far. Please review. See you all in the next chapter!