Sam shivered a little as he came to Sunset Shimmer's door.

It wasn't his fault.

She seemed like such a nice girl one moment but the next her voice would change, go higher in pitch like a little girls. It was disturbing enough in and of itself, but not as much as when she'd started having those long conversations with herself in the past few days.

He pretended not to notice, since she seemed to be convinced that he couldn't hear the things her high pitched voice was saying. In fact, he'd been ordered to ignore any kind of behavior like that from her, save when he thought his life was in imminent danger. But last time... last time he could have sworn he heard her speaking with both voices at once. That went out the window from merely unnerving to outright terrifying.

It was bad enough that today was Halloween. He wasn't exactly superstitious, but the things he'd seen here gave him the willies.

Of course they had tried to give him the usual explanations. They tried to convince him that it was just something to do with harmonics and how your vocal cords vibrated. Some people just had a talent for sounding like they were speaking with two voices at once. He didn't buy it for a minute though, since he suspected you'd have to be really talented to say two different words at the same time.

There was something very wrong with that girl... And ever since that night when the lights had gone out, Sam had a difficult time performing his duties. Not that he had a choice in the matter. It was that or end up subject to the end of the month termination.

He was beginning to wonder if that might not be so bad in comparison. Gulping noisily in an attempt to swallow his fear, he swiped his key card and reached for the door handle.

Then several things happened very quickly all at once.

The door exploded off it's hinges. As it did, it slammed into Sam with enough force to knock him off of his feet. As he and the door both sailed across the hall, he had just enough time to think about how nice being terminated might be before his head contacted with the opposite wall. He'd taken nasty blows to the head before, but the speed and brutality with which this one had occurred left him reeling. It didn't help that the thick steel door had left something of an impression on his face as well.

As the door bounced off of Sam and thumped to the floor, he looked up from where he was slumped against the wall with badly blurred vision. Even so, he could see that the thing that came out of the padded room wasn't the girl he knew anymore.

She seemed to be covered from head to toe in what looked like long pieces of red and yellow taffy that twisted and curled like they were alive, shifting and melting across the surface of her skin. No, rather they were her skin. Her hair as well seemed to be a mass of the long taffy tentacles that writhed like a nest of vipers. Her eyes were wide, red, and predatory with smoldering yellow slits where the irises should be, set above a wide lip-less smile that was nothing but a row of sharp crimson teeth.

"Oops. Sorry Sam," he heard two voices say at once, one sounding genuinely remorseful while the other, higher-pitched voice sounded more like it was mocking him. The monster knelt down beside him, and his head swam too much for him to resist as two long sharp looking claws pressed to the side of his neck. Sam was convinced that this was it, this monster girl was going to slice open his throat there and then. But then he heard the two voices again, one sounding relieved and the other disappointed. "He'll live."

Saying that, the creature that had been Sunset Shimmer stood and walked away. Sam, very wisely, chose to stay where he had fallen, and let unconsciousness overtake him.

This was amazing!

It wasn't anything like she had imagined. Her every nerve was on fire with energy! Sunset had only intended to push open the cell door swiftly to surprise whoever was on the other side, not rip it completely off the wall! She ran faster than she ever had before, even on four legs, and didn't feel as if she would ever tire. Sights, sounds, smells; everything was so incredibly vivid! It was as if Sunset had been dead all of her life and had only just now come alive! The candy's cloying sour-sweetness was still in her mouth, but that was barely an afterthought compared to the wealth of sensory information that was flooding her mind.

For one, it was clear she wasn't in a normal asylum as she had thought. The facility she was in was deep underground. More than that though, she seemed to have some kind of extra-sensory perception that let her almost see the life-force of everyone in the building. There were some truly huge fonts of life, as well as many that seemed twisted, distorted, and alien. She didn't know quite what that meant, but when she saw a swarm of tiny lives moving swiftly down the hallway towards her, she had some idea of what was coming.

Guards with riot shields and cattle-prods appeared four abreast with as many guards behind. The way these guys were outfitted let Sunset know immediately that this really wasn't just some ordinary nuthouse.

Part of her, the part that she thought of as the Candy Mare, chuckled evilly. This was going to be fun.

Giving into that feeling, Sunset let loose a terrifying cackle. She jumped onto the walls, her candy-coating turning her feet and hands into claws that gouged into the surface. If anything, she moved even faster crawling along the walls and ceiling. She could sense the guards panic, their fear was delicious as they raised their shields. Launching herself from the ceiling, Sunset slammed into the front row like a cannonball, bowling over the front line like so many bowling pins.

As she crouched on the shattered tile floor, the next nearest guards recovered and tried to bring their cattle-prods to bear..."Too slow!" Sunset roared, as she swept arms that had turned into sharp serrated blades in front of her, slicing through the guards weapons and shields alike. She held back, however, and simply punched the guard directly in front of her in the stomach before leaping onto the ceiling again and flipping over the heads of the remaining orderlies.

One of the guards, who was perhaps a bit more skilled than the others, was able to jam his cattle prod in Sunset's back as she somersaulted over head. There was a crack and pop and the scent of burning hair... but that was the only effect the weapon had as Sunset landed lightly on the ground.

Even so, Sunset turned around slowly, her smile growing wider as her eyes narrowed, "Now that was rude, don't you think?" She laughed as she smashed her fist into the face shield of his helmet, shattering the plastic and visibly knocking out a few of his teeth. She'd struck him hard enough that he rose off his feet and slammed into the guards who still remained upright. Sunset stood over the fallen, panting from excitement rather than exertion. The sheer jubilation of movement after having been cooped up in that tiny cell for a year threatened to overwhelm her. She was almost drunk with the feeling. A long orange and red striped tongue flicked out of her mouth and ran across her fangs.

She wasn't tired, but she was suddenly... hungry. Oh, so very hungry. Wouldn't it be nice to just take a little bite? A little piece... of something sweet?

Sunset turned to the wall and banged her head violently into it. It hurt the sheet-rock more than it hurt her, but it helped her to shake the thought from her head. That had to be the Candy Mare trying to influence her... Or at least that's what Sunset told herself. She didn't really want to eat any of that sweet.... juicy...

MMMmeattt...

Giving an unearthly shriek, Sunset grabbed one of the dropped shields and took a massive bite out of it with a loud crunch. She chewed for a moment before spitting the shards of hardened plexiglas onto the floor. The few guards who were still conscious stared at Sunset, uncertain looks passing between them as they glanced at each other.

"Don't look at me!" Sunset screamed, tossing the half-chewed shield at the nearest guard. She had to struggle to restrain herself from slicing into them as it was. She couldn't trust her claws and teeth, but instead worked out her frustrations with blow after blow from her fists. Pretty soon any of the guards that were still conscious were smart enough, like Sam, to pretend not to be.

"Yeah! Keep fighting!" came a muffled, though encouraging voice. "Make mine mayhem!"

"Who'd be crazy enough to root for me?" Sunset wondered aloud, her curiosity temporarily making her forget her hunger. It sounded like the voice was coming from one of the nearby cell doors. It was identical to the one that had previously confined her, meaning that just beyond the mesh re-enforced glass she could see the face of another confined young woman.

"Aww, are you done already? I think those jackbooted bastards deserve a little more of a pummeling than that, don't you?" the words were cruel, but the voice that delivered them was bright and wholesome. She even smiled, despite Sunset's monstrous visage, "Though I suppose you did work them over fairly well already. Any chance of springing a fellow inmate?"

"I think you might be safer in there," replied Sunset, not quite sure what to make of all this. "Things are likely to get a lot rougher out here."

"Only if you don't let me out, actually," replied the young woman, the friendly smile never leaving her face. "You see, I think you've managed to figure out that this is no ordinary prison, but I've been here a lot longer than you have. Not all of the inmates here are as nice as I am, and judging by the damage you've done so far they'll be sending the big guns after you pretty soon. If you're not careful you'll end up getting yourself killed before you get even a whiff of free air."

"Is that so?" Sunset mused, amused in spite of herself. She felt like she could take on an army the way she was feeling right now. If this was just a fraction of how the Candy Mare felt, Sunset wasn't surprised she'd managed to conquer worlds on her own. But, as unsure as she was about what to make of this grinning girl, Sunset had to admit she didn't know much about this facility she had found herself in. It might be a good idea to have a guide along. Besides, she seemed harmless enough... but then again, looks could be deceiving. "How do I know you're not going to get me killed? They must have locked you up down here with the likes of me for a reason. I bet you're pretty dangerous yourself!"

"Oh, I'm definitely dangerous!" answered the inmate brightly. "But I'm just the kind of danger I bet you're looking for! I can guarantee you I want out of here just as bad as you do. I think we have a better shot if we work together. At the very least, if you let me loose I can serve as a distraction when the heavy hitters arrive... And believe me, they are coming, and they will be packing some much heavier firepower than a few stun batons."

Sunset tapped one claw against her fangs. What could it hurt? She ripped the door off it's hinges. As the girl stepped out of her shadowy cell, Sunset took the liberty of shredding her straight jacket. The prisoner took the opportunity to stretch and run her fingers through her long purple and teal hair. "Oh man does it feel good to be out of there! Thanks for that. Ah, and right on time!"

Sure enough, the thunder of boots and the clatter of military grade hardware rumbled down the hallway. Soldiers in goggles and gas-masks, armed with automatic machine guns were fast approaching. The stink of oil and gunpowder were on them, irritating Sunset's new senses and making the taffy tendrils along her spine stand on end like the fur on a cats arching back. Before she could attack, however, the newly liberated prisoner held a hand in front of her.

"Please, allow me, it's the least I can do." As she said this, her eyes began to glow white, and her hair floated up from her head as if she had suddenly been submerged in water. The guards froze in their tracks. Sunset was convinced she even heard one or two start to whimper "That's right! Remember them! Remember your every sinful thought, your every hurtful deed! You wish you could take it back, don't you? You wish you could be absolved? Forgiven? The only way you will know redemption is if you follow my commands!"

The voice echoed through the hallway, and perhaps through the entire facility. Sunset felt a slight tug at the back of her mind, but it wasn't anything she couldn't ignore. Not so with the soldiers. Some knelt where they stood, heads bowed in supplication. Others prostrated themselves on the floor.

Her eyes still glowing, the girl gave her commands, faster than Sunset could follow. The soldiers stood to attention and saluted before marching off in various directions, most likely to do her bidding.

"Huh, neat trick," Sunset muttered.

"Isn't it?" gushed Sunset's new bestie as her hair settled back down and the glow faded from her eyes. "I really only worked out how to use it on mass recently. Back in my village I could only really use it one on one, but it was more than enough to convince people to see the world my way."

"And how is that?" asked Sunset, intrigued.

"Oh, rife with inequality and injustice. You only have to look around at a place like this, a secret prison for people with powers like ours, to understand just how depraved society has become." She paused for a moment here, biting her lip. "Of course it probably didn't help when I ended up taking over my hometown and declaring it an independent and sovereign nation. Society tends to frown on that sort of thing. Still, you've got to start somewhere! Oh, by the way, I'm Starlight Glimmer, what's your name?"

Starlight held out her hand. sunset wasn't entirely sure what she had just gotten herself into, but shook hands all the same, her claw dwarfing the teenagers hand.

"Er... my name is Sunset Shimmer. Though I don't always look like this." It was her turn for an awkward pause. "It's kind of a long story."

"You can tell me all about it on the way out. Our new friends should be letting the lower risk prisoners out of their cells now, and clearing a way to the stairs for us. They'll be expecting us to try and use the elevators, but the stairwells should be clear for the time being." Starlight grinned manically, "You know, I'm actually a little surprised you were immune to my commands. Either you're an exceptionally good person, or your abilities give you some serious resistance to the power of suggestion."

"I wouldn't say I was necessarily a good person," Sunset muttered, looking down at her claws and her shifting candy flesh. What had she been thinking? Was she just so desperate to escape this place that she didn't care who had gotten hurt in the processes? What if she hadn't bumped into this girl? Surely she would've ended up murder all of those soldiers, or dying herself trying to escape them. "You might say I'm of two minds about things at the moment..."

"What have you done!?" roared a familiar voice from the end of the hallway. Lab coat swirling around him, eyes flashing like lightning behind his spectacles, Dr. Lemon Drop's shadow fell on the pair of teenagers.

"That's odd. The soldiers should've moved any civilians out of this sector even before I took them over," muttered Starlight to herself with a worried look. She didn't loose confidence for long, however, as she flashed Sunset a fresh smile and said, "I can take care of him too though, not to worry."

It was Sunset's turn to put a hand in front of Starlight. "Don't. There's something off about him. Before I thought he was just some sociopath that worked at an asylum, but I think there's more to him than that, just like there's more to this place than it being a simple loony bin. In fact, now that I'm like this, I can smell it on him. Something sour... Something twisted. You should let me handle this."

Starlight simply scoffed, "What's he going to do? He's just a pencil necked geek. I could probably blow him away with a single word. Here, just watch!" Her eyes began to glow again and her hair started to float.

Sunset didn't even see Lemon Drop move.

One moment he was at the end of the hallway, and the next his elbow was buried in Starlight Glimmer's throat. The teenager couldn't even utter a single word before her windpipe collapsed and she fell to the floor, wheezing. A swift kick to her midsection sent her flying back into her cell. Lemon Drop turned to face Sunset so quickly it was as if he hadn't even been facing away from her.

"You have no idea the trouble you're in Sunset," Lemon Drop barked. "Go back to your cell, now, before this gets ugly."

Sunset hesitated, though not out of fear as Lemon Drop likely suspected. She was unsure what to do. Sunset wanted to make sure Starlight was okay, but part of her just wanted to run away. To get as far away from this evil, twisted man as possible. But another, far stronger part, wanted to rip him up like an old damp rag.

Teeth lengthening, claws sharpening, Sunset chuckled, "It's already pretty ugly, don't ya think Doc?"

"I'm not playing around Sunset," Lemon Drop warned, his face serious. "This is your last chance. I won't let what happened to Equestria happen to this world too."

That surprised her.

Up until now everyone in the human world had told her that her stories about Equestria were just 'delusions' brought on by a guilty conscience over all the people who had died at CHS. Deaths that she was under the impression she was still blamed for.

But more than just validation that she wasn't insane, it raised the question further of just who or what Lemon Drop really was... and why if he believed her story he had still tormented her for the last year of her life. Of course, that was all assuming he wasn't just playing along with her supposed "delusions" to try and calm her down. The damage she'd managed to do so far was a pretty solid argument against that though.

There was another possibility, however, and this one didn't sit well with Sunset at all. What if Lemon Drop was talking about what happened to Equestria not because of what Sunset had told everyone, but because he had been there? Not her Equestria, from the sound of it, but the Candy Mare's...

There was no way this was the real Lemon Drop, the unicorn candy maker/murderer. Right?

Right now, did it matter?

"I'm afraid I'm sick and tired of sitting in the dark, wondering when you're going to pop up next to try some experimental drugs on me," Sunset grinned manically as the tendrils all over her body hardened into spikes, blades, and hooks. "I guess things are just going to have to get uglier!"

"Wrong decision," replied the doctor as he removed his glasses and tucked them into his labcoat. Then something strange happened. The coat seemed to grow and expand, turning from sterile white to a iridescent black that spread like chittering wings. There was a flash of green flame, and then long tendrils of black and green taffy coiled and twitched over Lemon Drop's form.

No, in fact his form had changed entirely. Gone was the lanky frame, replaced by a decidedly more feminine body. Muscles swelled beneath the shifting candy surface as the transformation continued, this new form easily dwarfing Sunset in size. A long green tongue, dripping with viridescent venom, curled out from between shark-like rows of long teeth. Blue multifaceted eyes of an insect gaped wide as a half mad chuckle rose from the expanding abomination.

"I can't say I'm not looking forward to the work out!" It's voice was a buzzing growl, echoing off the walls with a sonorous drone.

What was truly surprising was that, despite the hulking monsters appearance, Sunset recognized her immediately.

"Fluttershy!?"