Before I answer your questions, Rainbow, let me say that it is good to see you. Even after all these years, I am delighted to see you again. We were friends once, after a fashion, weren’t we? I see you hesitate. It’s alright, it has been a long time, and I’m sure seeing me again was something of a shock. You’ve taken it in stride, however, and that is commendable.

And, yes, I’m getting there. Where have I been? And why do I seem so… strange?

Why, I have seen the mare who does not sleep.

Quiet, please. Don’t react so—you’ll worry the other patrons. In fact, here, let me pay in advance. For what? Why, for the drinks. You’ll be wanting a few. As for myself, I’ve found that since my little sojourn I care little for anything that would detract from my alertness.

Yes, I’ve really seen her. Twilight, the one whose name they dare not whisper in Canterlot's streets. I used to love this place, and now I cannot. I cannot enjoy the grace of such a city, not with how it has left her behind, and us with her.

The pickets surrounding the Valley of Shadow were the easiest part, ironically. Princess Celestia picked her finest guards, and yet still they too are only mortal. That place takes its toll on even the strongest wills. Have you ever watched acid do its work? I have. I once saw an artist work at etching, and marveled at what acid could do to an otherwise strong material.

But I am getting off track. The guards were easy to slip by. Judicious application of magic, combined with sleight of hoof and a generous helping of soul-wariness on the part of those forlorn protectors, and I was past their hopelessly inadequate wall.

It was strange, to walk the old paths again, and see the old things. Much of it is now unrecognizable, of course—even without the effect of Twilight’s folly, time and the elements have ruined much of my former home.

What was it like, in the ruins of Ponyville?

If you must know—and I suppose you must—it was in many ways identical to the day we left. The Sofa and Quills store has a sign hanging in its sad window announcing a sale that is long since over with. There are a few carts still in the center of town. The bakery is even intact, though its colors are long since faded. Everywhere in the valley there is a near-silence. Your breathing seems louder. Your hooves against the dirt path sound like muffled cannons in the distance.

Silence has a way of seeping into the skin, don’t you know? When a place is still enough, quiet enough, empty enough, the lack of movement becomes tangible. It clings to you. Your own steps frighten you. Your own blood pumping in the veins of your neck is enough to make you want to scream, because you swear that you hear every heartbeat.

I didn’t. Scream, that is—I did not say a word. Even in the valley of the shadow of death a lady at least tries to maintain her composure, and besides, I was as prepared for my journey as any could be.

I had, of course, learned how to shield the mind and spirit from certain aftereffects of the sort of magic that now saturates my beloved Ponyville. Had I walked the streets without my wards in place, I would not be here to tell you this tale. Wouldn’t that be a shame.

See this? Yes, isn’t it lovely? ‘Twas originally a birthday gift, but I have given it a much more noble purpose. Let me open the locket for you, and… there we are. Where once were pictures I have scrawled in tiniest detail the most intricate of formulations. I spent a week on each side, slaving away in the darkness when I knew none would disturb me or ask questions I could not answer.

But Ponyville, yes, I know you would hear about it than listen to me prattle on about my preparations. You remember the last moments of that burg—the chill in the air, the screaming. The… the lights.

The library is surprisingly well preserved, considering. The top looked as if it had been ripped asunder by some terrible clawed beast. I found the old telescope that used to sit so proudly atop the highest platform shattered on my way inside, and I kept one of the shards as I ventured into the epicenter of all our sorrows.

Books, mostly charred, littered the filthy floor. Here and there, one found markings on the floor clearly made by design, I presume by the mare herself with heat or strongest steel. Little… canals, to carry her intent. They spiraled all over the floor and along the walls, and for all of my diligent research I could not make heads or tails of them. They would suggest letters, and then word would fail to appear. They would almost seem to mimic some of the more advanced thaumaturgical phenomenology I have seen in dusty tomes… and then the lines would twist away and leave the work incomplete.

Everything about that library felt incomplete in a most maddening way. Our old friend herself was long gone, but her touch lingered still.

Gaining entrance to the basement was difficult, but I managed to dig through the debris sealing the entrance with brute force. Surprising, I know, but I am nothing if not determined. It took an hour, at least. Everything in Ponyville fights your magic now, as if it too were alive. Perhaps it is.

The basement of the library had been her sanctum. I had never entered it whilst I still lived in Ponyville, so I cannot say how much it had actually changed. The layout was predictably Spartan, books in their proper places in a forest of shelves which soon gave way to older records bound up in dusty scrolls. A small laboratory, perfect for alchemical work, far removed from the archives. I felt around the edges, cautious of a trap, but found only the ghost of an old spell to keep any conflagration from spreading. It was sad, seeing her spellwork again.

I stayed in the library for two nights.

You see, I had found her notes. They were, to be blunt, beyond me in most respects. Perhaps if I had spent a few more years in study as intense as she had undergone, I could have understood a quarter of the brilliance she applied to the page in such a slapdash fashion. I knew enough of the peculiar sort of lore in which she had dabbled to understand nothing more than that the scope of her work had been immense.

Of course, we all know what she was doing now.

I was able to piece together a narrative, however, and that was far more useful than mere notes. Others might care to know how it had all been done, but I only cared to know how ruin had come to Ponyville.

I did not visit my old home until the second day. I could hardly bear to look at it. I simply walked the abandoned halls. I touched nothing. The doom that came to our town had rendered it forever violated. The walls pulsed.

Funny that only now I mention that.

The walls, I mean. How they… how they pulsed. Reach out your hoof—yes, like so—touch the wall beside us. Not the glass, right. Now, what does it feel like? Solid, yes.

Not so in the valley of the shadow.

There, the buildings seem almost to move beneath you and around you. It was like stepping into the bowels of something that lived… if that word can apply to anything in the valley. Life is not so much what comes to mind as…

Forget it. Try to.

After two days, I found that I could bear the library no more. I had compiled the narrative of the mare who does not sleep--our once dearest friend--into a neat timeline, and had read as much of her work as I could bear to read. She was not there. The final answers were not there. Does that puzzle you? At first, I too was confused. Surely if anywhere in the valley had answers, ‘twould be the library where we saw…

There were so few bones there. None, actually. Did you know? How curious that is. How…

You know, perhaps I will have a brandy. Excuse me.

I am taking far too long to tell this story, I think.

You’ve been very patient. Thank you for that, old friend.

From the notes and research log, I concluded that my search would be completed not in Ponyville’s corpse but in the heart of the Everfree. Yes, I entered it alone. It, too, has changed.

We thought of it as fearsome before, and we were right to think so. Untested as we were, it would have swallowed us whole the moment we let down our guard. But it was not yet come into its own then. It was… imagine a foal. A foal can do many of the things a grown pony can do, but not as a grown pony might do them. We too, I think, were foals—all of us, then. When the sun shone in the valley. The forest has grown up.

It took me a solid day to reach the dark heart of that place. Cutting through the seemingly endless, snarling thicket was taxing on the body. The constant murmuring was taxing on the soul.

The forest whispers now.

Where do the voices come from? I have ideas. What do they say? Many things. Much of it is nonsense. The more your strain to listen to them, the less progress you make through the vines and thorns. But sometimes, I would catch fragments of what almost seemed like conversation…

Halfway through, I found the river where that dear old serpent once lived. In my excitement, I was careless. The thorns raked my flank and where they touched was so, so cold. I stumbled out onto open ground, trying to see what they had done to me. It was hard to breathe. Was it panic? Was I imagining the cold and the strangulation and the feeling of evil in the air? Perhaps. Probably, even. But I still felt it. It felt real.

I cauterized the wound. Yes, that look is appropriate. Overkill? Certainly.

The books were very clear that fire was the only true defense I could afford. And, to be honest with you, for a short time I think I lost my mind to fear.

Do you know what it is like to really, truly lose control of yourself? My panic was more frightening than the whispering trees or the dead streets had been. Your body refuses your commands. It revolts. Your legs give out beneath you. Cold sweat runs down into your eyes and your mouth sputters with things that want to be words but are not even close to being them. Your vision blurs with tears—or is it just another part of the panic? In the moment, you don’t know. You don’t really know anything in the moment of absolute terror. Your thoughts twist themselves into horrible shapes like a mare in the grips of glossolalia.

But I recovered. My composure is really my greatest gift, after all. Perhaps it would have been better had I not.

So I burnt myself rather badly. I dared not trust the water. Perhaps I would have been fine, but I was too frightened to even try. I lay there in the tall grass, hearing my heart hammering like a madmare in her cell for release. I felt like I, too, might snap. Ponyville, the notes, my home… it was a bit much, really. After all of those years of silent grieving, to see it all again.

No. I shouldn’t have brought any of you along. It was bad enough that I went myself.

My fears still felt justified. If she could make the Everfree even more terrifying than it had been before, what else could she have done?

What motivated her? That eluded me. Even with her notes in my saddlebags, I still was no closer to discovering that crucial detail.

What motivates a kind, sweet pony to delve into the darkest of lores? Was it simply the allure of forbidden fruit? I could understand that—resent it, of course—but I could understand it. Was it… was there some misguided notion of the common good? Or was she never the mare we thought she was, from the beginning? Were her smiles simply a cover for something awful, something that was always waiting for us?

Like myself, I know you have never looked at ponies the same way since Ponyville. Not after Her. You look at them and you wonder—who are you? Does this evil grow in you too? Have you found yourself shying away from their gazes, like I have for years now? Have you feared their touch, reminded of… of Her?

I’m sorry, perhaps I’m merely projecting.

But I kept returning to the problem of Her motivations as I looked at the Castle of the Two Sisters. Once, it had been opulent and imperial. When we first saw it, it was a ruin. It has since become a festering abomination.

How? Oh, believe me if you can, but it is obvious to the naked eye! The castle glows with a sickly green light. Dramatic, isn’t it? A bit… garish.

But it does. And the light flickers within, like when a foal walks in front of the fire and casts her shadow on the wall.

The bridge has been repaired. It was a nerve-wracking passage, but I made it and walked unchallenged by any sentinel. Perhaps the lack of response as I crossed into her domain should have warned me away, but I had come so far and seen so little.

The outer walls were much the same, but the inner courtyard has been utterly altered. Where vines and normal bush had overgrown the masonry, now there are stranger things growing. Thorned monstrosities that reminded me of the Venus fly trap an old professor of mine at community college was so proud of, with what I suspected were maws. I obviously didn’t close enough to check. It’s all wild growth, but it feels intentional, as if someone were planting those horrid things as a new wall, to replace the old stone battlements entirely one day. Certainly it took some effort to get through them into the inner sanctums of the old palace. The machete I had brought along, fearing exactly this, became useless after the first few swings. The plants secrete a sort of acidic sap that bit into the steel right before my eyes. Fire was a disaster—the smoke was pungent and I feared it might be toxic, and so I was forced at first to retreat.

Oh. I’d almost forgotten. They glowed, faintly. Like fireflies lived inside them. Yes, curious, isn’t it? I certainly thought so. I thought a lot of things, then.

It may come as some surprise to you, but I am better with magic then any of my friends ever suspected. Not all of us can be as grand as the mages of Canterlot. I was better with precision. Cutting, manipulating, the fine arts of the scalpel.

Suffice it to say that with difficulty I was able to pass safely through the thorned walls into the true inner sanctum.

The keep crawled with the unnatural plants, but I found the door was free of them and so I gained access easily.

She had finished here what she had begun in the library of Ponyville. The walls played host to her calculations and matrices, her spiraling eldritch scripts and her half-finished incantations. They were uneven—no, not uneven, downright maddening—and at first I tried to study them. I honestly tried, but I simply couldn’t after some time, don’t you understand? I understood less than half but I understood enough.

Have you… no, of course you haven’t. I’m sorry, I don’t mean to sound rude. If you’d ever seen a phenomenology of a pony by a true mage you would have been able to understand my discomfort. Those? They are works of art, and being an artist of a sort, I would know. But that is of the physical. What she did on the walls was on herself, and it merely started with the physical. But as I wandered deeper I found cross-sections of a soul laid bare. I stopped reading. There were others, brighter matrices, glowing with the same greenish fire, but I could not bear to look. Because what comes after such an examination? What had she done?

The deeper I ventured, the more the writing seemed to lose what little order it had shown. Her scrawling became more frantic, her spell work more advanced and less legible. Here she was working fast, too fast to keep up with, working up towards some last great release.

The thrones are gone now, and I know not where they are. But in their place there is a great doorway which is lined in old unicorn runes which I cannot read—but I’m sure she can. Even after everything, I want to know what they say. Maybe that’s why I kept going. The need to know.

I opened the door and found stairs that led down, down, down, into some other place.

At this point, I could have still turned back, I think. I should have. Just a few muscles pulling, a few signals different in this diseased mind of mine, and I could have left that ruin behind me and left that awful forest of darkness behind me and slipped back out through the frightened patrols and gone home. I would have had the papers examined by a mage I could trust, and perhaps have reached some closure about the whole business. Poor Twilight, like Ponyville, was gone, and that would have been it. And in the end, wouldn’t that have been enough? Surely it would have been. To die, calmly in my bed, without having delved into that darkest of places?

I want to believe that I could have done anything else. I need to believe it. But while I can tell the occasional fib when I find it prudent… I could not live such a lie. A true lady does not deal in such self-deception.

But what is important is that I climbed down those stairs, lighting my way with a simple cantrip spell. I walked and walked and walked, for what seemed like miles but couldn’t possibly have been. How deep under the earth was I when at last I saw and end to stairs? I cannot hazard a guess, and I’ll explain to you why—

It’s a lovely night, isn’t it? Despite my ramblings, Luna’s work is untarnished. The offer of a place to stay was generous of you, and I would love to take you up on it… but I don’t believe I can. I must say, I was surprised to find you here of all places at first, but it makes sense now. Canterlot is but a short ways away from Ponyville, isn’t it? So very close. As close as you can get without being in mortal peril. You didn’t want to let go of it. Or maybe, just maybe, you too found yourself trapped as I did. You were unable to let go. Days would go by as normal, and then one night you would dream of Ponyville again, and the things we saw there, and you would wake up shivering in the diseased hours between midnight and dawn, slick with sweat, begging the old gods of Dream Valley for mercy.

How did I know about the dreams? We all have them. All of the survivors. You know, I met the poor bookseller the other day. You remember him, on the corner? He is an absolute wreck. I entrusted the pages of the “diary” I had organized from her notes to that poor fellow, and he asked me if I had seen her in dreams. I tried to laugh it off, or suggest that perhaps he should try and read fewer dark things. But then I saw his eyes, and how they looked at everything, including myself.

Oh yes, we’ve all had the dreams. Every single one of us that fled like ants before the boot.

But for now, I should finish my tale.

Yes, I understand. It’s not exactly that you’re eager. I’m certainly not eager to relate it. It’s more that you have a need, isn’t it? As if you somehow know what’s coming next, but you have to hear it anyhow? Yes, I felt the same as I descended.

The end of the stair and the stair itself were strangely lit.

More runes. These I could read, for they were of more modern make. Some of it seemed like doggerel to me, bits of strange verse or half-remembered passages from odd books. I can only speculate on why she marked the walls in this way.

At the time, I remember thinking to myself that it was whim that compelled her. And the more I thought about it, the worse that idea became. I could almost see her, stopping her insane masterwork long enough to scrawl out some silly poem on the rock with her magic. Like how you or I might pause from some late night work to have some coffee, or a lonely writer might walk the block and smoke to clear his head. The juxtaposition of such a mundane, natural, even wholesome thing with the knowledge of what she had worked above and… below, was almost nauseating. It was simply normal. It was just another project.

The end of the stair, yes. I’m sorry, I was lost in thought.

I saw the light before I saw the final step. For a moment, somewhere in the recesses of my mind, I had the most absurd idea that it was the sun. That I’d somehow gotten lost and I would come out aboveground again.

Beneath the earth there was a vast vault. I could not see the top of it, and I could not see its end. A vault so high I thought there might be clouds above, though I saw none, and so long that I thought a world could fit beneath our hooves. And there was a city, and I saw it all laid out before me, for the stairs ended on a cliffside overlooking that… that damnable cathedral!

The city I will not describe to you because I cannot. In the center there was the cathedral, made of light and glass, translucent so as to suggest but never explain its contents, and light shone from it—clear! Clear light but it was not a wholesome light. The streets were winding, and I feared being in the light of the tall, crystalline tower and the shadows alike. I feared the green glow of the torches. I trembled in the alleyways for what felt like weeks, imagining I could hear heartbeats from the walls.

It’s all live, you see. The whole city is alive.

And the ponies are alive, I think. Are they? I don’t know. What does that word mean? If stones can pulse with life than what is life?

Yes, ponies. I saw them. I hid from them in the alleyways, dimming my light spell and praying to every being ponies have ever revered that they would not see me hiding from them. I dashed from hiding place to hiding place, unnerved by how they seemed to walk unencumbered.

You see, I wish I could tell you they were deformed or disfigured somehow. I so wish that I could relate some lesser horror to you then that they were, for all appearances, absolutely normal. They walked. They breathed.

They are building a city.

One finally saw me out in the open. I hesitated a second too long. It was… the teacher. She taught poor, poor Sweetie Belle. I remember her. Even after so many years I remember her. Ponyville’s final day ended a few minutes after school let out, don’t you remember? I imagine the foals bursting out of the little schoolhouse on the edge of town, laughing in the sun. I imagine her smiling a tired, content smile from her desk.

She looked at me with a mute, bored expression. Her eyes were awful. I do not know why, I cannot put it into words except to say that her gaze unnerved me. I was not the city. I held no interest for her.

And yet, when she made no effort to attack me, and I made no effort to do likewise… she followed me. Soon others joined, a dozen or so, following but not seeming to notice me at all.

I wish I could tell you they were monstrous because it would be easier to bear than to hear that they were marionettes. They were puppets. All extensions of a greater will.

I came to the great cathedral. The marionettes that wore the faces of our neighbors stayed outside, staring up at the crystalline tower. The doors were open.

Of course I walked inside. I had no choice either way, now. Where could I go to escape the maddening need to know but inward?

She was there. At first, I did not see her. There was the high dais and the stairs that led up to it. I saw no other doors. It was all glass—and translucent, suggesting the city beyond but not letting one see it, and so at last I was truly alone.

I walked up the stairs. I took them one by one.

Why was I there? Why did I go at all? I did not know until that moment, halfway into my ascent. Hadn’t I felt called to? Hadn’t I felt like all along, in my studying and in my spying, that I had been summoned? That I was, in some way, trying to get back to something?

I ascended.

She was… reading. She was reading, and I could not breathe. She had marked herself with those swirling designs, some thaumic matrix I did not understand. Horrible runes dug into her skin and fortified with sordid magic until they shone as if a sun had taken up lodging in her stomach.

She turned slowly. And… and… Please, please stop, I can’t bear to go any farther.

Celestia! Celestia help me. Her eyes glowed and they were unblinking, like twinned green suns.

She said, “Hello, Rarity.”

And I could not sob, I could not weep, I could not scream. Even when she rose to meet me more properly, and her form wavered like smoke, I could do nothing else.

I said, “Hello, Twilight.”

Author's Notes:

Title from

Then said the king to the servants, Bind him hand and foot, and take him away, and cast him into outer darkness; there shall be weeping and gnashing of teeth. --Matthew 22:13

Celestia foresaw many things, but to act was to undo all seeing. The Shadow of the Necromancer bears fruit.