Starlight woke with a start and a sputtering cough.

Her surroundings were pitch black.

She was about to scream when a hand clamped over her mouth, "Shhh! Take it easy," whispered Sunset. "You're safe... For now anyways."

The effects of the lemon drop that the Candy Mare had given Sunset had finally worn off. The teen was at one and the same time relieved and upset... She was happy to know that she hadn't screwed up in trusting the entity when she had said the effects would be temporary. She was upset because the powers had faded out just when she needed them the most.

"Where are we?" Starlight asked quietly once Sunset had removed her hand from her mouth. Her nose wrinkled. "And what's that god-awful stench?"

"I think we're in the sewers, so that answers both of those questions," replied Sunset with a wry grin. "Anything else you want to know?"

"The licence plate of that truck that hit me," Starlight replied with a smile of her own as she placed a hand against her forehead. "Who was that guy?"

"Not a guy exactly. Not even human either," replied Sunset darkly. "She is my jailer, and she is far more dangerous than she seems."

As if that wasn't a disturbing enough statement a soft, haunting voice echoed in the dark. "Sunset~! Oh, Sunset~! Come out, come out, where-ever you are!" As quiet as the voice was, it still sent a thrill of terror up the spine of both the young women, and they instinctively clung to one another. "I know you're here~! I can smell you! I will find you! I can play hide and seek if you want, but you won't win!"

The giggle that followed was positively bone chilling, made all the more terrifying as a large dark shape lumbered past Starlight and Sunset's hiding spot. Both girls tensed up, but it wasn't long before the danger passed them by.

"What was that thing!?" Starlight hissed.

"Like I said, my jailer. You might say she is an old friend of mine, or someone very much like her. Her name is Fluttershy. She's... sort of like me," that wasn't entirely true but it was the easiest explanation for the time being. "We're going to have to be careful if we're going to get out of here in one piece."

"That huge thing is a person!?" Starlight nearly shouted, then covered her own mouth with both hands before continuing in a whisper. "You sure it's not a bear or some kind of sewer monster?"

"Sort of," maybe it wasn't a good explanation. Sunset started again, "Where I'm from we have these things called changelings. Ever heard of them?"

"You mean like fairies?" Starlight asked, knitting her brow. "They do chores for a saucer of milk and steal babies and replace them with their own?"

"No to the former. Those are brownies," corrected Sunset. "The latter, maybe. I think there are some differences, but the thing is they can change their shape. Grow or shrink, and look like anyone they want, living or dead. Fluttershy is sort of like them, but she also has similar powers to my own. So we're going to be in a lot of trouble if we don't pay attention to our surroundings. Can you stand?"

Sunset offered Starlight a hand up. Slowly she rose to her feet, still a little wobbily. "I think I can manage," she replied. "So what, this Fluttershy person is a shape shifter? Is that your power?"

"My power..." Sunset started. "My 'power' is a little more complicated than that. So is Fluttershy's, but she's definitely better at disguising herself than I am." Sunset checked around the corner. It was just more pipes and sewer water as far as she could see, but the air was slightly sweeter in one direction as opposed to the others. "I think if we head this way we might find a way out. In the meantime, stay close and stay quiet."

They moved as silently as possible, splashing through raw sewage as quickly as they dared, and moving along dripping passages that reeked of rot and decay. As they neared a section where several tunnels met, something loomed large in the shadows just in front of them. It sniffed the air and gave a dissatisfied snarl as Starlight and Sunset crouched low and hid behind pipes that were protruding from the wall.

There were a few tense moments as the girls held their breath, afraid to even make that much noise, and then the beast lumbered down a side passage and into the dark once more.

"I think she's guarding the way out," murmured Sunset, clenching her fists in frustration. They were so close to freedom, but Fluttershy was determined to block their way. "I don't suppose you'd care to try your powers out on her again?"

"I could try, but I don't think it will work," admitted Starlight.

"I could buy you some time, maybe," offered Sunset, hopefully. "Distract her long enough for you to do what you need to do in order to take control."

"It's probably a bad idea," Starlight replied hesitantly.

"What's the matter?" asked Sunset, putting her hands on her hips. "You faced down a bunch of heavily armed soldiers like they were nothing to you. I know she's scary, but if I had your kind of power and the time to use it, I'd march right up to Fluttershy and flick her on the nose!"

"Well, the soldiers were probably trying to capture us, not kill us... I'm not sure what she's going to..." Starlight hesitated again, floundering for words. "Fine! Look. I'm pretty sure it won't work on her because it didn't work on you, okay!?"

"You tried to take over my mind?" Sunset gasped, horrified.

"Yeah, I did, okay!" replied Starlight defensively. "You were this tough, scary monster person tearing through the guards like wet tissue paper. You were more than a little intimidating so I thought, why take chances? Only there's something different about you from all the other people I've used my powers on. Something blocking me."

"She's talking about me isn't she?" chortled the Candy Mare gleefully. Sunset flinched at the specters sudden appearance from the shadows. She was wearing Starlight Glimmer's form this time, though candified and wearing trendy clothing and accessories instead of the prisoners garb of the real Starlight. Sunset had half been wondering when the candy spook was going to put in an appearance. As was expected, Starlight didn't appear to see the Candy apparition of herself, but even so, she had felt it's presence when she had tried to exercise her power over Sunset.

"I'm pretty sure I know why it doesn't work on me then," said Sunset, crossing her arms. "Fluttershy's situation is different, but you're right that it's probably close enough to mine that it's not worth the risk."

"So then, how do we get past her?" Starlight sounded worried, but she seemed to be happy to move the conversation on from her confessed duplicity.

"I might have some suggestions that could help with that," chimed in the Candy Mare. "After all, I've fought her before. I wouldn't mind taking care of a loose end in the process of obtaining our liberation."

"Would you excuse me for a second?" Sunset held up one finger, her smile brittle. Though Starlight looked puzzled, she nodded her ascent. Gritting her teeth, Sunset stepped off of the small pathway and turned into a nearby alcove before turning her attention to the Candy Mare. "Why exactly should I listen to anything you have to say!?"

The phantom pouted hamily, "Shim-Sham! What's with the hostility? Haven't I gotten you this far?"

"Don't act so innocent," Sunset snapped. "I know you were trying to get me to kill those guards. I know you were trying to tempt me to eat them. You don't care if I escape, you only care if you escape!"

That only made the Candy Mare grin wide enough that it looked like the top of Starlight's head was about to fall off, floppy hipster hat and all. "Well obviously! I've never made any secret about my intentions. I don't see how it reflects poorly on me if you couldn't figure out the risks of borrowing my power. If anything it makes you an idiot for not thinking of it."

Sunset blushed hard, but wasn't having any of it. "What it made me was desperate! Just like I'm desperate now! Which is just how you want me to be, so I'll screw up and you can lead me right into a waiting trap!"

The specters smile dialed down a few notches, but the smug look didn't leave her borrowed face. "Now, now Sunset... We're not free yet. As long as our fates are tied together, your freedom is my freedom. I have every reason to help you, and I'm more than willing to do so! Especially against that filthy bug that's rooting around trying to find you..." A look of horror suddenly crossed the ghouls face. "Look out, behind you!"

Sunset whirled, panicked, eyes open wide and searching for whatever might emerge from the darkness.

As her heart thundered in her chest, however, she instead heard a roar of childish laughter. Sunset's face flushed crimson as she turned a hateful glare back towards her tormentor.

"Hahahahahaha! Jumping at shadows Sunset!? Heeheehee!" The ghoul was doubled over with laughter that twisted her borrowed face into ugly shapes. "You need to calm down! Don't worry! Just do what I say and you'll come out of all this smelling like roses!"

Looking down at the stinking, filthy water that soaked Sunset up to her knees, the teenager couldn't help but snap back the gloomy reply, "I really doubt that."

Cadance was thankfully not part of the first advance into Crystal Prep. As much as she wanted to save her students, she knew that she wasn't much of a fighter. By the time she road the high speed elevator with Twilight up to the surface, the operation to retake the school and eliminate the threat to not just the school, but all of humanity, was already underway.

She didn't know exactly what sight she had expected to see as she emerged from the claustrophobic confines of the packed elevator into the comparatively cool night air, but it wasn't this. Crystal Prep was awash in a strange liquid that glowed an ominous color in the dark. Dozens of dead bodies littered the lawn in front of the school, creating an image that was eerily similar to how CHS had looked on its last night. The stench of burning chemicals was in the air, and hung like a thick fog all around the soldiers.

Cadance looked down at the weapon she had been issued, the same as everyone else around her. It was a compressed and modified heat gun, designed to focus a high amount of heat into a single spot. while it was designed so that the target would be burnt to a crisp, there wasn't supposed to be any actual flame.

A strange warbling scream drew her attention away from her weapon as two soldiers attacked an approaching adult who had been, for lack of a better word, infested. The woman gurgled and moaned around the tendril that thrust out of her mouth, as her cloths turned to ash and her skin blackened and charred. Blood ran in rivulets from cracks in her skin as the jewelry she wore was heated up to cherry red and began to melt through her body like a hot knife through butter. Even so, she continued to advance on the two conscripted soldiers, and their lack of training was made all too apparent as they began to back away.

One of them threw down his rifle and ran. Cadance didn't see what happened to him next, because she was too occupied watching what happened to his compatriot. The woman's body was now a half melted wad of burned and bubbling flesh, but the heat didn't seem to have any effect on the tendrils that twisted from her every orifice. Even as her hair burst into flames, the gooey tentacles weren't even so much as singed. They speared out of the corpse and smashed through the protective visor of the soldier that hadn't run. His muffled scream mixed with the last unearthly shrieks of the woman as the tendrils slithered out of their previous host and into it's new one.

Without skipping a beat the soldier turned and started sweeping his weapon across the front line of the troops Cadance was with. Their protective suits kept them from bursting into flame right away, but that did nothing to stop the dry fall grass beneath their feet from erupting in flames. In short order, a blazing fire cut off their advance on the school.

"We don't have time for this," muttered Twilight. "Flank them! Cut down any instances of 22369c before they have a chance to get close, even if they are former colleagues! Believe me, you'll be doing them a favor!"

The troops only hesitated for a moment before they started marching around the flames. The smoke only seemed to thicken the fog that obscured the schoolyard turned battlefield, but Cadance could still see that there were already many charred bodies laying in the grass. It was impossible to tell how many had been agents of the attacking organization and how many were infested parents. Even so, Cadance didn't see any evidence that the attack had been effective in eliminating the parasitic monsters.

"Twilight this isn't working!" called Cadance over the roar of flames, "The heat guns work fine on the hosts, but the monsters just jump to a new one when their old one dies!"

For her part, Twilight was chewing anxiously on one of her thumbnails. "This doesn't make sense. Flames and high temperatures are their weakness. This method of attack should be effective. Unless..."

The half burned out corpse that lay just beside Twilight's leg suddenly reached out and grabbed her ankle. The teenager shrieked, and several nearby agents turned and aimed their weapons at the creature. But as it's eyeless sockets stared up at Twilight, the director raised one hand to keep them from opening fire. It was hard to make out since the poor wretch had lost its tongue along with most of its teeth, but just audible over the crackle of flames and the screams of soldiers, the thing could be heard saying, "k...ki... kill... m... me... kill... me... please... kill me..." over and over in an agonized voice.

A stern look filled Twilight's eyes as the charred thing that had once been someone's mother or father weakly let go of her leg. "She's adapted. She's keeping the hosts alive so that they will serve as a buffer between her and our attacks." She flipped up the collar on her uniform, exposing a small microphone that could apparently transmit to everyone on the battlefield. "Abort the operation! All we're doing is feeding her fodder! Fall back! I am ordering a full retreat!"

There was a sound of static and only nearby soldiers reacted to her voice. The fog seemed to be growing even thicker and had taken on the same ominous glow as the school. Was it somehow interfering with their electronics?

Before Twilight could repeat her order of retreat, a deafening roar shook the school and forced more than a few soldiers to drop their guns to cover their ears. Cadance couldn't believe her eyes as the facade of Crystal Prep, the entire front of the school, split down the middle and a pinkish ooze began to spill forth like pus from a festering wound. The windows cracked and shattered as pink slime vomited forth from the school.

More quickly than Cadance could account for, the creature she had seen last in her office when Diamond Tiara had died took in front of her eyes. Only now it was truly gigantic, towering over the soldiers with a body covered in eyes, teeth, and razor sharp spines. How had it managed to grow so large in such a short amount of time? Unfortunately, thanks to it's translucent hide, Cadance could see exactly how.Beneath the shimmering see=through surface there swarmed easily a hundred writhing, thrashing people. Some were staff and other adults, but the majority were students, trying to claw their way to the surface for even a single breath of fresh air.

As Cadance watched in horror, the student body of Crystal Prep struggled to break free of the gooey surface, only to be sucked down again as a massive appendage like a head covered in human eyes rotated and scanned the battlefield. A gash opened in the "head" and a high pitched sound drifted over the lawn. It took Cadance some time to realize the noise was the childish laughter of hundreds of voices giggling in unison.

That was more than many of the conscripted soldiers could handle, and while some fruitlessly trained their weapons on the massive abomination, many more panicked and fled. The stench of fear and weak bladders flooded the night air. Saw-toothed tendrils whipped out of the monsters convulsing flesh and scythed those who stood their ground and those who fled just the same. They were, perhaps, the luckier ones as the massive creature lurched forward and began swallowing up the living and the dead. The corpulent creature grew all the fatter as she continued to harvest her grizzle feast.

Twilight struggled against the panicked tide of humanity. She screamed commands, desperate to restore some kind of order, to save what lives she could, but those who had so dutifully followed her orders before were clearly stricken half insane from fear. It seemed like it was time. She took the device that had inspired so much confidence before out of her pocket and held it aloft for all to see! Unfortunately, this didn't have the effect she clearly hoped for, as a flailing rifle clipped Twilight in the side of her head and she fell, bleeding under a mass of soldiers trying to escape.

Though she had been unsure what to do before, Cadance knew what needed to happen now. She threw her weapon aside, un-fired, and quickly went to Twilight's side. Cadance was in much danger of being trampled as Twilight by doing this, but she wasn't about to let her die even if it cost Cadance her own life. Twilight wasn't her student anymore. In fact she wasn't certain what the status of their relationship was... But even so, she was going to save Twilight, even if it was the last thing she did.

Stooping, she hefted the prone teenager onto her shoulder and then, eyes steely and chin firm, the former Dean of Crystal Prep fled with her charge into the night.