Cadance didn't know how long she'd been splashing through the reeking sewers. Her first idea had been to ride the secret elevator back down into the base, but it seemed the facility was on lock down. Even if it hadn't been, she doubted she had the credentials to gain access.

Twilight might have known what to do, but she was still flopping against her back, only semi conscious as Cadance carried her down to the only other place that they might be able to hide...

Of course, the only reason Cadance would even consider the sewers was that it had been part of the original plan. After mopping up at Crystal Prep, they were supposed to come down to the sewers as a group. That part of the mission having failed, Cadance was hoping to find others who fled at the rendezvous point where they were to meet with the Special Agent Butterfly. Cadance hadn't seen any other agents of the organization since she'd climbed down the storm drain.

Well, not any that were in one piece anyways...

It must have truly been chaos topside, because every now and then a few fingers or an arm would float by. Maybe something that had once been someones head. Cadance was trying not to think about it.

"Where are we?" Twilight mumbled. Cadance was half dragging her along as they stumbled down tunnels, ankle deep in sludge that Cadance didn't want to think about. This was the first time she had said anything coherent after the blow to the head she had taken. She stopped and set Twilight down gently on the cleanest ledge she could find.

"We're in the sewers, heading for the rendezvous point," she answered quickly. "Do you think you can walk?"

"I don't know. Maybe?" answered Twilight, still clearly dazed as she put one hand against the spot on her forehead that had been struck. She winced as her fingers brushed the growing knot, but otherwise seemed fine.

"If you need me to carry you, let me know," replied Cadance, wiping some of the dry blood off Twilight's face. "We need to keep moving. There's no telling if those monsters might decide to follow us."

That seemed to get Twilight's attention. "Where are my men? Where is everyone?"

It was Cadance's turn to wince, "Gone. Or still fighting, maybe. It doesn't matter. We were overwhelmed. Our weapons were ineffective. There was no choice but to run."

"I know that," replied Twilight in a whisper. "I was just hoping that maybe my memories were just a bad dream."

"Hah. I think I know exactly how you feel," Cadance's voice cracked with emotion. "It's like a nightmare, or some awful science fiction movie. It'd be nice if it was something we could dismiss like that, but we can't escape the reality we're in. We have to deal with the here and now. So... what's the plan?"

Twilight's eyes flashed behind her cracked glasses. She stood, albeit a little shakily. "This is now a full containment breach. We need to meet up with Agent Butterfly. We'll take any survivors we come across with us, and we will regroup back at base. Hopefully our lines of communication are still open and we can call in backup from our other nearby facilities."

"And if not?" asked Cadance, even though she didn't think she'd like the answer.

"There are protocols in place for this situation," replied Twilight, not meeting her friends eyes. "One way or another, the Candy Mare will be stopped."

They were bold words, but they still had a ways to go.

For a time they walked on without saying anything else to one another. The silence was only punctuated by the steady sounds of dripping filth and their own footsteps sploshing through grey water. The roar of flames and the shouts of battle from above had long since faded away to nothing but a memory.

Exactly how long had they been walking?

Despite what she had said about dealing with reality, this all still felt very much like some bizarre dream to Cadance. Somewhere out there was her normal life. About now she'd normally be arriving home to her studio apartment in the city, checking her voicemail which would invariably be full of nothing but telemarketers, and trying to decide if she wanted to order take out or just cook a simple meal for herself. Wading through raw sewage with monster devouring people left and right really did a lot to make even the most hum-drum of lifestyles seem suddenly appealing.

Lost in such thoughts, Cadance nearly ran into Twilight as the teenager suddenly froze in her tracks. "What is it Twilight? Is something wrong?"

They both stood perfectly still, listening hard. Twilight didn't move a muscle for some time before she replied, "Something's coming."

Cadance strained her ears, trying to catch the tell-tale sound of approaching footsteps, or the regular splashing that would indicate someone else's approach. She heard nothing like that. It was with dawning terror that Cadance realized Twilight had said something not someone. With that realization, she could now hear the steady gurgles, gloops, and plops of something moving through the sewers other than foul water.

Something big...

"I can't tell where it's coming from!" Cadance panicked.

"It's all around us. It must be moving through the pipes as well as the tunnels. We're lucky it hasn't caught up to us yet," muttered Twilight, before abruptly turning down a side tunnel. "We'll never make it to the rendezvous point if we go in a straight line. That slimy thing will get ahead of us. We'll have to take a more indirect route."

Cadance hurried to follow Twilight. Not that she really had a choice in the matter.

Twilight had always been one of the brightest students at Crystal Prep. Though recent revelations might have called her judgement into question, there was no one that Cadance would trust to think her way out of a problem more than Twilight Sparkle. Indeed, as they took a circuitous path full of twists and turns the damp, gurgling sounds of their pursuer slowly fell behind them. Cadance had no idea where they were now, as she was only familiar with the one route to the meet up point that she had glanced at during the mission briefing. She just had to rely on Twilight to know where they were going.

There small party suddenly came to a sudden stop once more. Twilight turned first to one tunnel opening and then to another. She pulled a small device out of her pocket and examined the readout on its compact screen. Finally, she nodded her head confidently and turned to Cadance. "We're lost."

Cadance's face fell. "What!? I thought... well, I assumed you knew where you were going. I mean your base is down here somewhere, right?"

"Yes," the teen affirmed without hesitation. "I've memorized all of these tunnels, the blind turns, dead ends, and various blocked passages are all known to me. That's not the problem. Where we are right now doesn't exist on any maps available to the public, nor the foundation."

"What does that mean?" asked Cadance bewildered. "Are we in some kind of secret chamber?"

"Not exactly. Have you noticed that the tunnels have gotten a little..." Twilight hesitated. "Foggy?"

"Now that you mention it, it is kind of hard to see very far ahead or behind. I'd noticed it was kind of misty when we were above ground earlier," Cadance added, "I sort of just thought it had... Followed us down?"

"Which is abnormal but, in this case, I think is correct. Or at least half correct," mused the teen scientist as she lifted the device so Cadance could see the screens read out. Though she was an educator, she couldn't make heads or tails out of the numbers and graphs gyrating across the tiny screen. "Only it's not fog. It's magic. I think it's warping space around us."

"Uh... Let's just pretend I don;t know anything about 'magic'. What does that mean?" asked Cadance, floundering in unknown territory and on the brink of bursting into frustrated tears.

"It means something doesn't want us to make any progress. Not to worry though," comforted Twilight, "This little device isn't just for picking up magic readings. Not anymore anyways. Exposure to magic has had an interesting effect on some of my devices."

The teenagers glasses gleamed as she held the compact in front of her and it popped open. Suddenly the fog, or 'magic', began to flow into the tiny compartment inside the machine. As the haze cleared, Cadance realized that they had been walking in circles. They had ended up almost exactly right back where they had started. It was so obvious now, and the way forward was readily apparent. It was as if the fog wasn't just clearing from the tunnels, but from her mind as well. Cadance was impressed, "Wow! That's a nifty device! Is there anything else it can do?"

"A few things," was Twilight's rather cryptic reply as she snapped the compact closed. It glowed briefly before falling dormant again. "There's no telling how much time we've lost. We need to hurry."

Cadance was about to protest when she noticed something suddenly loom out of the shadows behind Twilight. "Look out!" she quickly pushed the teenager aside and stood between her and the unknown threat.

"Easy Cadance!" shouted Twilight. "It's just Agent Butterfly."

Sure enough, Fluttershy stepped out of the shadows. Gone was her hulking appearance, and instead she stood before them as a slight teen girl in a form fitting body suit. Her hair was rigid and spiky, especially where it was soaked with a greenish fluid that Cadance instinctively realized was blood, Other than the obvious head trauma, "Agent Butterfly" seemed unharmed.

"What happened to you?" Cadance couldn't help asking in concern.

"I'm afraid Sunset got the drop on me," Fluttershy replied, though her answer was directed at Twilight, not Cadance. "The Candy Mare has gotten stronger than we realized. She was able to manifest to me. It distracted me long enough for the fugitives to get the jump on me."

"So she's escaped," moaned Twilight, crestfallen. "You should've let me go to her when she first got out of her cell! I might've been able to talk her down."

"That was too big a risk and you know it Twilight. Besides, she hasn't escaped," Fluttershy smirked. "It looks like she had a falling out with her accomplice. I've got her secured for now. I was just about to take her back to base when I thought I heard voices. Where is the rest of the team?"

"Neutralized," the way Twilight said the word, Cadance understood that it meant 'dead'. "If there are any survivors it's likely that they have become puppets by now. Even though you were able to apprehend patient zero, I'm afraid we're still going to have to activate the bases onsite contingency protocols."

"Your the boss," Fluttershy replied with a wry smile. "How about we head back and pick up Sunset, and then we'll head down to the base and do just that?"

"Sounds good to me," said Cadance, unprompted. "The sooner we get out of these sewers the better."

As Agent Butterfly began to lead them back the way she had come, Twilight leaned over and whispered something in Cadance's ear. The older womans eyes grew wide, and she stood dumbfounded for a moment. Still, she quickly moved to follow, not saying a single word more.

Moments ago...

Sunset's eyes fluttered open. She half expected to see Starlight hunched over her, ready to gouge out her eyes for unknown nefarious purposes. On the contrary, she didn't see her at all until she slowly tried to sit up. She couldn't move. Her arms and legs had been tied behind her back, and those had been tied together as well. The bindings must have been cutting off her circulation, because she couldn't feel her hands or her feet. But there was no time to worry about that as she desperately tried to find the source of the voices she'd half heard as she had drifted back to conciousness.

Starlight was easy to find.

She was hunched over Fluttershy. Her cloths and arms were slick with greenish gore well up past her elbows. Her hair hung limply with a mixture of sewage and blood, none of it her own. The scraping noise was easy to identify as well. Starlight was methodically using a rusted spoon to clean out the interior of Fluttershy's skull. The top of the former pegasi's head was peeled forward, so it hung limply in front of her face, so the deranged Starlight could do her grizzly work.

That wasn't what surprised Sunset, however. No, what surprised her was Celestia hovering over the pair. She glowed radiantly, and her long hair flowed as though it were water. She was dressed all in white, and bore herself less like a Princess and more like a Goddess. The image was watery, however, and just beneath it Sunset could see the beautiful figures true identity. The Candy Mare was gnawing on her own insubstantial fingers to keep from laughing.

"Don't... Listen to her!" Sunset blurted, and immediately started to moan. The sound over her own voice reverberated inside her head. What had felt like a mild headache swiftly filled Sunset's world with blinding white hot pain. Still, she struggled to warn Starlight, "She's not what... She seems..."

"Poor Sunset," the image of Celestia murmured. "The strain is always most difficult on an imperfect vessel. I fear her mind is deteriorating faster than we feared."

"A few blows of an iron bar to the head couldn't do her any favors there either," added Starlight with a nervous smile. "Are you sure there's no other way? She didn't seem like she wanted to hurt me."

"Alas, it's not a matter of what she wants. I would have restrained her myself if I could. Sadly as my presence strengthens the body it also rots the mind. Hence why you must remove the brain completely from this monster in order for me to have a vessel that can meet our needs."

"Whatever you say goddess," Starlight paused," Will I need to do the same thing to her?"

Sunset tensed up. Even though she could hear the trepidation in Starlight's voice, it was clear that the teen wasn't above performing such atrocious acts if it meant achieving her goals.

"What an excellent idea Starlight!" exclaimed the image of Celestia, "It's always a good idea to have a second vessel on hand, just in case something happens to the first." Sunset struggled against her bonds, but found the knots tied in a way that only made them tighter the more she squirmed. "But no, not yet. Even brainless I fear she would still struggle against me. But the time when all resistance will melt away fast approaches! Hurry and focus on the task at hand. We shall be having company soon and I want to look my best for when they arrive."

Starlight threw down her gore caked scooping implement and started to wash off the layers of brain and viscera on her hands in the only slightly cleaner sewer water. "It's done."

Sunset watched, helpless, as the fake Celestia settled over Fluttershy's body. An imperceptible mist, that Sunset hadn't noticed previously, began to flow swiftly into Fluttershy's hollowed out skull. In mere moments, all traces of the Candy Mare and her false image vanished and the top of the corpse's head slid back into place with a damp squelch.

For a moment, everything was still... and then light began to shine out of Fluttershy's eyes, nose, and mouth. A flickering flame shown out of her empty eye sockets and lit the sewers as Fluttershy's body began to move. The movements were jerky at first, like a marionette with it's strings cut, but they quickly smoothed as she rose to her full height.

"Ahh... It feels so good to have a body again! Nightmare Night, what a fright! Give me something sweet to bite," she hissed in delight.

"Here we are," said Fluttershy as they rounded a bend. Sure enough, there was Sunset, trussed up and ready for transport. It all seemed so easy.

"Thank goodness!" exclaimed Twilight, clearly relieved. Though Sunset was still unconscious, it was clear that Twilight was thankful to find her in one piece. "Cadance, can you carry her? With Agent Butterfly injured it would probably be best if you took charge of Sunset."

"But what if she wakes up? Will those knots be strong enough to hold her?" asked Cadance, worried.

"They'll do the job, no worries there," answered Fluttershy, rather than Twilight. "But I'm fine with carrying her myself, that's no problem. You two just focus on getting us back to the base. I'm afraid I've gotten kind of turned around down here, chasing our parcel."

"Actually, we're lost too," replied Twilight, looking suddenly vulnerable. "I thought I had memorized the map for these tunnels, but we must have gotten turned around. And we've been hearing... something, following us. I'm afraid... Afraid that the monster we fought above may have followed us down here. I think we might be trapped!"

Cadance watched Fluttershy's face carefully. All she did was slowly smile, "Well, I might be able to figure out the way back. You two just stay close to me."

As Fluttershy turned towards a corridor that Twilight knew was a dead end she suddenly shouted, "Now!" before the syllable escaped her lips, Fluttershy had morphed into a horrific demonic creature and wrapped a long liqurice whip like appendage around Twilight's throat. A second liquorice-like appendage snared Cadance halfway to where Sunset lay tied up.

It seemed that what Twilight had whispered to Cadance had been to grab Sunset and run at the first opportunity.

"Now what were you hoping to accomplish?" queried Fluttershy in the Candy Mare's voice. As she did, the illusion melted away, revealing Fluttershy's body to still very much be in its hulking form, though now with hundreds of strands of black and red liquorice tendrils instead of hair, and eye sockets glowing bright with a cool green flame. "She wouldn't be able to get far from me on foot, having to carry a trussed up teenager. You'd long since be dead before she made it twenty yards. So why bother?"

Even though Twilight's face was turning a deeper shade of purple as the monster throttled her, she glared defiantly. The monster relaxed it's grip just enough to allow her victim to speak. "To keep you guessing," gasped Twilight, as she hit a button on the small device and a burst of violet flames broke the creatures grip and sent it reeling back.

"WHAT DID YOU DO!?" The Candy Mare roared, clearly enraged. Much of her body was charred black, and none of it seemed to be regenerating.

"You wanted to know what else the device could do?" the comment was directed to Cadance rather than the shrieking monster. "Let me show you!"

The aura of violet fire that had engulfed Twilight focused itself on her forehead, where it and her eyes both suddenly blazed white with unleashed magical power. Her lab coat and glasses seemed to change, the coat becoming a lavender and lilac colored suit of armor while the glasses erupted into a bluish-green mask of crackling flames. The power seemed to course up through Twilight, and erupted into a long sharp horn on her forehead. At last, two feathery wings as dark as midnight erupted from her shoulders. Twilight hovered in the air, her very presence driving back the sewer water on all sides, exposing long submerged stones that her feet floated above.

"You've got to be kidding me!" moaned the malevolent candy spirit from inside her corpse shell. "There's no way that much magic exists in this world!"

"You're right, monster," there was a certain cockiness to Twilight's voice as she spoke now. Every last inch of her body thrummed with power, so it was no surprise she might be feeling a little more confident. "My device detects, contains, and releases magic not just of this world, but of Equestria as well. That includes the magic left behind by the portals you destroyed and the Elements of Harmony you consumed! Consider this to be an amalgamation of all your victims vengeance, given form!"

The Candy Mare gnashed Fluttershy's teeth. "Not again. Not when I'm this close!"

"This is for Spike," was all Twilight said as she extended her hand and a pulse of magic obliterated the Candy Mare's stolen flesh.

What remained of Fluttershy fluttered away to ash.

The Candy Mare herself had completely evaporated.