“Finally! It's about time you showed up, you stupid castle!” Rainbow Dash yelled, shaking her hoof at the building.

Applejack rolled her eyes and stepped up beside the thestral. “I don't rightly think it's the castle’s fault there, RD.”

The thestral snorted. “Well, it's someone’s fault.”

Rarity peeked out from the bush she was only half hidden in, casting a wary eye about the area before stepping up next to her friends. “Well, I’m just glad we are finally here.” The arachne picked a branch out of her mane and disdainfully tossed it aside. “I’m almost out of foundation and all this moonlight is not doing my skin any favors.”

Fluttershy, who was currently inhabiting the body of Angel the bunny, hopped up onto Rarity’s back and peeked over her shoulder, gazing nervously at the ancient structure. “Oh, I hope there is some more moon carrots around here. They are Angel’s favorite.”

Twilight Sparkle was the last to emerge from the wall of trees, only to walk into another tree almost immediately.

“Whoa there, what's the rush?” Applejack remarked, turning around to find her unicorn friend still nose deep in a book.

“Yo Twi. Everfree to Twi.” Rainbow Dash tapped the mare’s head, finally knocking her out of her intense concentration.

“Oh uh, sorry about that.” Twilight blushed slightly, tucking the book back in her bag.

“What were ya reading so intensely that you tried to get familiar with my backside?” Applejack said with a snicker.

“The nightmare of the undertower.” The unicorn blushed awkwardly, lifting an eyebrow when she noticed the rest of the ponies all blanched. “I’m assuming you girls know something about it?”

Rarity shivered, holding herself tightly with her hooves. “My grandmother used to tell me that the nightmare was not a creature at all, but rather all the horrors of the war made real.”

Fluttershy cocked her head. “Strange, my father used to tell me that it was a guardian spirit that had been corrupted by the evil that was within the hearts of those that sought out the tower. Apparently those who desired the knowledge found in the undertower tended to not have the best of intentions.”

“I didn't think your parents would know anything about the undertower,” Rarity remarked.

The bunny shrugged. “My father liked to travel in his youth.”

“Well, I heard it was a pony that broke a contract with the forest and was cursed to the deepest depths of the old castle,” Applejack added.

Rainbow Dash snorted. “Fluttershy is the closest. The higher-ups say that the nightmare is some sort of guard that watches over the deepest levels of the undertower. No one knows how to get around it or what you need to appease it and worse still, it's incorporeal, but can still touch ya at the same time.” The thestral wiggled her hooves at the unicorn for dramatic affect.

Twilight rolled her eyes. “Either way, we probably won't even go deep enough to run into this thing.”

Rainbow Dash laughed. “You big babies. All the areas the nightmare prowls are mapped and it never leaves those spots. It's not just gonna sneak up on us outta nowhere.”

“Rainbow Dash! You are going to jinx it!” Rarity hissed.

The thestral rolled her eyes. “Whatever. Let's go already, we’re burning moonlight out here.”

As the group crossed the craggy, rock strewn lawn that separated the forest from the castle, Twilight took the time to look around and really take in the new area. The first thing she noticed was that the rocks littering the ground were oddly uniform and levitating up one such object revealed that it most likely used to be a part of a wall. The chunk she was holding still had a bit of mortar stuck to the bottom. A glance at her surroundings told her that whatever had destroyed the top of the tower had to have had a lot of force behind it as it had managed to scatter rubble for hundreds of metres in seemingly every direction.

A glance up at the castle revealed it had been a rather simple structure, four towers with large walls connecting them surrounding an inner keep that rose above even the towers. At the centre of the wall directly before them a simple guardhouse stood, surprisingly undamaged, with even its large wooden entrance still on its hinges. The closest tower was easily the most destroyed part of the castle and the unicorn guessed that it must have been the source of the rubble. The entire structure was clearly ancient, judging from its rather rudimentary design and simplistic nature. It lacked what the good majority of modern defensive structures had and didn't even have a moat or anything to slow down any would-be attacker.

Yet despite just how ancient it was, it seemed as though the forest kept a respectful distance, no large trees growing within a hundred metre radius of the hill the castle stood on. Sure there were a few bushes here and there and Twilight could see some moss and vines growing on the structure, but nothing taller than her waist grew within this strange exclusion zone. Twilight made a note of coming back here and studying it in more detail, she was sure it would help shed light on early castle design.

The unicorn stopped and slapped a hoof to her forehead. “I almost forgot. Do you know what kind of bricks Pinkie Pie wanted or just any?” Twilight asked, turning to Fluttershy.

The bunny shrugged. “I’m not sure, but she did mention that you would know which ones she wanted if you felt them.”

“Right.” The unicorn turned and scanned the ground, seeking out any bricks that caught her eye.

As the rest of the group continued forward, Twilight hastily assembled a large mass of bricks. Levitating the collection in front of her, she reached out a hoof and touched one of them at random. Other than feeling cold, Twilight couldn't tell if it had any of the strange properties Pinkie Pie liked. Tossing it aside, she grabbed another, this one instantly making her eyes go wide. “Whoa,” she mumbled.

“Found some funny rocks, did ya?” Applejack asked.

Twilight nodded. “Yeah, this one feels strange, like it's hot and cold at the same time.” The unicorn shivered. “Weird.”

Rarity giggled. “I guess we finally figured out why Pinkie Pie is so different.”

Rainbow Dash scoffed. “Hah! Eating funny rocks ain't the half of it. Plus from the way I heard it, she came here already strange. She was odd well before she got to Ponyville.”

“Don't you think it's a little rude to talk about a being that isn't around?” Twilight asked rather pointedly.

“Are you alright, my young apprentice? Was there something in the lettuce?” Zecora asked, glancing down at the salad the two were eating.

Pinkie Pie wiped her nose of the snot a sudden sneezing fit had brought on. “No, I think it's gone now.”

“Odd,” Zecora remarked quietly, glancing at her pepper shaker before slowly pushing it away.

“Quite right,” Rarity agreed.

Twilight nodded, following along as the rest of the group made their way closer to the castle while she continued to inspect the bricks one by one. Eventually she had worked her way through the pile of stone, leaving her with four very strange and surprisingly light bricks that she tucked away in one of her bags.

Happy to not have to lug around a pile of heavy bricks for the rest of their little adventure, Twilight quickly caught up with the rest of her friends as they approached the entrance to the castle.

It was a tall and wide door, but not so much so that it would allow more than a small cart through. Probably due to the fact that any winged beings could simply lift everything over the walls, making the lack of a real gate a boon for defence and not a loss for the occupants of the castle. As Twilight looked around, she noted that defence was their primary worry as around the heavy iron wrought oak door were many arrow slits and even an opening several feet above the door that would allow the defenders to pour boiling oil from. The unicorn shivered at the thought, her imagination running wild with images of screaming ponies covered in burning pitch.

She pushed away the thoughts and approached her friends.

“Ready to go in?” Twilight asked.

Rainbow Dash shook her head. “Not yet. First we have to request the favor of the spirits. The castle can be a bit of a pain if they don't favor you.”

Twilight lifted an eyebrow, but a quick glance at the rest of her friends told her they all agreed, most nodding somberly along with Rainbow’s assertion. “Okay then,” Twilight muttered, reluctantly going along.

There was, after all, a spirit inhabiting a bunny right next to them, so the concept wasn't that farfetched.

Rainbow Dash bowed low towards the castle, her forehead nearly touching the ground, and her blade lying next to her in the dirt. The rest of her friends followed suit, with Applejack grunting as she bent as much as she could while Rarity ducked into an elaborate bow.

“Spirits of the Everfree Castle, we beseech you. We ask that you allow us safe passage through your home and if you are willing, protection. We promise to be respectful, and that we will not tarry in your hallowed home.” The thestral nodded her head, retrieved her blade and stood up. “Alright then, let's-”

Whatever she was about to say was interrupted by the door suddenly flying open, nearly knocked off its hinges by an incredibly cold wind that suddenly billowed out of it and over the four friends. The living beings all shivered, staring in awe at the empty doorway while Twilight simply let her horn dim and the power to fade.

“What was that?” She asked.

Rainbow Dash shook her head, placing her sword back in its place. “Never seen that happen before. The spirits must have taken a liking to us.”

“Odd. We didn't even make an offering,” Rarity added.

“Better to not question good luck, as Granny Smith always says.” Applejack motioned for her friends to keep moving. “Come on y'all, I wanna set up camp before dayfall.”

Fluttershy emerged from behind one of Rarity’s legs and let out a sigh of relief, glancing over at Rainbow Dash. “What do you think?”

The guard straightened her helmet and nodded. “Sounds like a plan. I’ll take point.”

“What are we keeping track of points for?” Applejack asked, much to the thestral’s amusement.

“It means I walk in front,” she corrected.

“Oh uh, I knew that,” Applejack muttered.

“Riight.” Rainbow Dash stepped to the fore of the group, keeping a hoof near her weapon as they trotted into the castle.

Next came Applejack, then Rarity and Fluttershy and last but not least, Twilight who took up the rear, her horn glowing faintly, ready to cast a defensive spell at any moment. Together the group entered the guardhouse, which was a simple square room large enough to fit thirty ponies with relative ease. The walls were dotted with arrow slits and the roof seemed carved with an ancient rune that had long since been rendered useless. To the right was an iron door that seemed warped, having been fused into the wall due to what looked like extreme heat. Across from them, a set of double doors hung half on their hinges, having been blown outwards and gotten lodged in the dirt of the courtyard.

Twilight couldn't help but realize that the breeze had to have been magical or supernatural in origin as there was no was nowhere it could have come from.

The group eyed the slits carefully, but despite their paranoia nothing moved, and no harm came to them as they passed through the room.

Beyond the entrance, the courtyard opened up and like the exterior, it was filled with debris and destruction that had rained down from the destroyed upper layers of the keep and the tower. Few of the minor structures not made of stone were left standing after all these years. Small barracks to the right seemed to have been partially crushed by a chunk of falling stone work as were most of the other buildings that hadn't simply rotted to nothing.

The keep itself loomed before them, rising several magnificent stories before shattering, its top forming a jagged crown that would have pierced the canopy.

The group, minus Rainbow Dash, all stopped and stared for a moment, distracted by the former majesty of the grand structure. They all gawked in silence, before following Rainbow Dash who kept a few feet in front of them, her gaze drawn down to the keep ahead.

“Hold up,” the guard commanded, raising a hoof and signalling a stop.

“What's the hold up?” Applejack asked, peering over the thestral’s shoulder.

“Look.” Rainbow pointed to a set of chalk markings next to the door.

One marking looked like a poorly drawn skull, the second was an S with several lines under it. “Strange, I’ve never seen this kind of markings before,” Rarity remarked.

Twilight walked to the forefront. “Looks like short script.”

Rainbow Dash nodded. “Good to know you are actually reading the important bits first. That is short script and it means danger.” She pointed to the skull. “And spiders.” She pointed to the S, then to the lines underneath. “Lots of spiders.”

“Lots of dangerous spiders.” Applejack shrugged. “So what? Either we ask ‘em nicely to leave or we squish ‘em.”

Rarity shivered, clutching her midsection. “Don't use the S-word please!”

“What, squish?” Applejack asked.

Rarity shivered again, her ears falling flat against her head. “Yes!”

Twilight ignored the two, turning to a pondering Rainbow Dash who stood next to the writing. “What do you make of this?” the unicorn asked.

“It looks new.” The thestral brushed her hoof across the chalk, noting that a bit of it stuck to her hoof. “Hasn't even had enough time to really adhere. Meaning it couldn't have been here for more than a few days.”

“That makes sense why we didn't get a warning about them,” Twilight added.

“Right,” Rainbow Dash agreed. “They must have arrived here just when we were leaving town.” She snorted. “Just our luck.”

“How dangerous are these spiders anyway? The book didn't have too many entries on them,” Twilight asked.

“I can answer that,” Rarity announced, stepping up beside the pair. “I am assuming that since a patrol came through and the spiders were not cleared out, they must be of the giant variety.”

Rainbow nodded. “If it was a minor infestation or a couple more animalistic spiders, they would have cleared them out and not bothered with a warning. The guard is probably mustering as we speak.”

“Exactly. Which means this is likely a group of wandering goliath spiders,” Rarity added.

“What are those?” Fluttershy asked nervously, peeking out from behind the arachne’s shoulders. “I have never heard of that kind of spider before.”

“They are rare. Tending to stick near burrows in the deep woods and rarely venturing forth.” Rarity glanced back to the warning, running a hoof over the stone. “They are intelligent, but incredibly superstitious.”

“So we can just talk to them, right?” Twilight asked hesitantly.

“Stars above, no.” Rarity scoffed. “They eat just about anything and the males are almost completely unintelligent. Plus they have their own language and most refuse to learn the common tongue.”

“And let me guess, you don't know their language?” Twilight asked.

Rarity sighed. “Yes, I’m afraid my Sissezeth is a little rusty. Mother forced me to attend a few lessons when I was young but I stopped after the first year.” She shrugged. “All I remember is sheeeshalana which means please, and kshashee, which means parlay.”

“That sounds like an odd set of words to remember,” Applejack remarked.

The arachne shrugged. “The mind remembers what it wants to.”

Twilight nodded. “That just might help us. At least we can ask to parlay if given the chance.”

Applejack shrugged. “How big are these things anyway, you sure we can't just sq- I mean, deal with them?”

Rainbow Dash shook her head. “They are fairly intelligent and if guided by a matron they may be outfitted with weapons and silversilk armor. She gestured to the castle. “Plus they have had days to set up traps and defences, lucky for us the castle’s traps have been disabled. They will however know the second we step inside, unless we are very careful where we step.”

“Oh that's right, they have silversilk!” Rarity clapped her hooves together happily. “Oh, to think I could learn the art of weaving such an amazing thread.” She sighed. “But that will never happen.”

“Alright, so if we ain't going in there, why don't we just wait for the guards to show up?” Applejack asked.

“I agree! We can just wait for those big strong guards to help us,” Fluttershy added.

“They might not even bother. Goliath spiders need a lot of food, which the castle doesn't have. They might just wait ‘em out and steer away any townsfolk in the meantime.” Rainbow Dash pointed out.

“Damn,” Applejack cursed.

“And we don't have the supplies to wait around.” The arachne sighed. “This entire trip has been a bust.”

“Not yet,” Twilight announced.

The other beings all stared at the unicorn.

“Err, why do you say that?” Fluttershy asked.

“We have to try. We couldn't have come all the way out here for nothing,” she exclaimed. “And there is a chance we can talk it out.”

Rainbow nodded. “I think we can take ‘em.”

Applejack stomped a hoof and snorted. “So long as we avoid the matron, we definitely can.”

“I would really like to meet the matron,” Rarity remarked, much to her friends’ chagrin. “But our original goal would be good too,” she added quickly.

“I think avoiding the spiders entirely would be our best bet as we don't have to fight,” Twilight added.

Fluttershy sighed. “That sounds like a much better plan.”

The unicorn grinned. “Right. So the plan is we avoid them as much as possible and if necessary, try to handle things diplomatically. How does that sound?”

The rest of her friends nodded back with mixed degrees of enthusiasm. “Fine, but I want you on point with me,” Rainbow Dash said sternly. “Rarity, I want you watching our backs, Applejack you’ll be in the middle, ready to back up Rarity or us when needed. Fluttershy, you can sit on Bloomberg and use those big ears of yours to let us know if you hear anything.”

Everyone nodded, save for Twilight who raised a hoof. “Wait, why am I on point?”

“Your night vision seems to be one of the best, plus I may need that fancy magic of yours. Just stand to the side of me and back a little. Alright?”

Twilight nodded slowly. “Alright, I’ll trust you.”

A wide smile crossed the guard’s face. “You girls ready for this?” The other four all nodded their assent. “Let's do this.”

The thestral turned and kicked open the door, which was exactly like the one they had passed through mere moments ago. Twilight rolled her eyes at the resounding bang that echoed through the castle walls. “Did you have to do that?” she asked incredulously.

Rainbow smirked, striding confidently into the room. “Goliath spiders may have great eyesight, but their hearing isn't very good and echoes easily confuse them. Just keep an eye out for any stray webs and we’ll be fine.”

Twilight sighed, following close behind the thestral as she walked deeper into the castle. The others all followed, with Rarity bringing up the rear.

Twilight paused, pointing towards something faint that had caught the light. “There, watch out.”

Rainbow Dash nodded, giving the almost completely invisible thread a wide berth and ensuring that the rest of their group did the same. “Good eye there, Twi.”

“Thanks. Apparently dying gives you night vision,” Twilight remarked morosely.

Rainbow Dash snorted. “And apparently gives you an appreciation for gallows humour.” She trotted a little faster, making her way back to the front of the group.

The halls had grown tight, rubble cluttering the corners not occupied by some ancient half destroyed statue or other art of some kind. A partially burnt carpet lay beneath their hooves, a carpet that Twilight noticed still felt quite comfortable even after all these years. Something about it made her stop and turn back, gazing to where the strand was. Sure enough the bit of webbing seemed anchored from the wall to the floor, but gave the furniture, including the carpet, a wide berth.

“Have you noticed that the webs don't touch anything other than the stonework?” Twilight asked.

The guard nodded. “They respect anything touched by the spirits. Though that respect apparently doesn't extend to the walls or floor.” She shook her head and continued on.

The group passed by more ruined furniture, a smashed statue and past a pair of rooms that had collapsed completely. “This place is like a maze,” Twilight remarked, glancing ahead where a staircase loomed.

“The castle is only partially restored, turning it into a bit of a labyrinth,” Rainbow Dash mentioned, gesturing behind them. “If we could get through the first doorway we saw when we entered the castle it would be a straight shot to the throne room. Unfortunately the pile of rubble that blocks that door is now load bearing. Meaning we gotta go up a flight of stairs, down another, up two and finally down through a hole that we added stairs to.”

Twilight glanced around nervously. “Are you sure it's safe to even be here?”

The thestral shrugged. “The guard spent a fortune to make sure it isn't about to collapse. So unless you plan on knocking over a bunch of support beams we should be fine.” Her eyes narrowed. “That isn't your plan, is it?”

Rolling her eyes, Twilight merely ignored the comment, noticing right away that the question wasn't actually a serious one. “Oh yes, you got me this time. Rainbow Dash. My plan was to go into the castle, then collapse it on myself all along.” She rolled her eyes and chuckled.

“Did someone say something about getting crushed by the castle?” Rarity asked, her voice raising a few octaves as she nervously looked around.

“No one is talking about getting smooshed, Rarity. Now keep an eye on our six.” Rainbow Dash chuckled, trotting ahead a few feet.

Twilight took up position just to her side, her horn no longer glowing.

The stairs just ahead would have been luxurious, but a gaping hole in one of the walls left it open to the elements and as such, the corridor was covered in a thin layer of mold. Climbing the stairs revealed another hallway in various states of dilapidation. Most rooms therein were either unaccessable or were filled with half rotten furniture and little else. Twilight’s heart lifted at the sight of a bookshelf in one of the rooms, only for a cursory glance to tell her that the books had all been thoroughly destroyed by the elements.

Continuing on, the group was forced to take a detour through a destroyed room as the main hall had been blocked off by a fallen set of support beams and a considerable amount of rubble. Skirting respectfully around a collapsed bed, they passed through a hole in the room’s wall and into the next room that was mercifuly lacking any moldy bedding. Turning back to the hall, they were able to come out on the other side of the rubble.

Fluttershy immediately jumped to attention, her long ears standing straight up. “Wait,” she whispered.

The group stopped, with everyone looking around, searching for the source of whatever Fluttershy had heard.

A second later the bunny slumped slightly, shaking her head. “It's gone.”

“What did you hear?” Twilight asked.

The bunny frowned, staring further down the hall. “I don't know. It sounded like a spider, but it was so distant that it could have been anything.”

Rainbow nodded grimly. “Be on the lookout and don't forget to watch overhead. They might not have set many traps so far, so they might be banking on ambushing us by dropping from the ceiling.”

Twilight glanced upwards, noting the vaulted ceiling was perfect for hiding any number of things. The unicorn gulped, silently rethinking her earlier confidence.

Together they crossed the hall and neared a second set of stairs, this one going back down to the floor they had just been on. On either side of the stairwell were a set of statues, one bronze, the other onyx, one a pegasus, the other a thestral. The bronze statue stood to the right, though it had an immense twinned scratch cleaving right through the centre, leaving the proud armored pegasus stallion nearly sliced in twain and barely upright. Whatever it had been holding had been removed and its face was a mess of scratches and holes.

“You've seen better days,” Twilight whispered, staring up at the scared and defaced statue that had once stood proudly over the stairwell.

Applejack snorted. “Ain't too many folk around here with love for her.” The pony horked and spat at the base of the statue.

Rainbow Dash stepped forward, peering intently at the twin scratches that went deeper than the thestral had first thought. “That's new.” Reaching out a hoof, she gently touched the edge of the sheared bronze. “Pretty clean too.”

“What could have done this?” Fluttershy asked nervously.

The thestral took a step back, wiping her hoof on the moldy carpet. “It looks like a spider claw, but they shouldn't be able to cut through bronze like this.”

The bunny whimpered, tucking her ears into Bloomberg’s bulk.

Twilight cast a curious glance at the other statue, noting that it appeared to be brand new, having been recently buffed to a shine. Without the plethora of scratches, dents and damage the other one had, the unicorn could actually tell more about the statue. It was as tall as its pegasus counterpart, only it actually still held the sword it was meant to, not the simple short gladius of the pegasus, but rather the long curved blade that Twilight had seen some of the night guards carry.

Its face was incredibly well detailed, to the point that if it wasn't all one color, Twilight could have sworn it would come alive at any moment.

The statue itself depicted a thestral clad in plate armor that covered nearly its entire body, save its head, missing ahelmet. Across its shoulders and dangling down to its knees was an odd scarf adorned with pins, medals, and a pair of moons at the end of each side, one waxing, one waning.

“Huh,” the unicorn muttered.

“Hey, you coming or what?” Rainbow Dash asked impatiently, jabbing the unicorn’s flank with an armored hoof.

Twilight huffed and turned back to the stairs. “I am sorry I took so long marveling at the art.”

“It really is something, isn't it?” Rarity added, gesturing to the statue. “I wonder if he had a name.”

Sighing, the guard pointed down to the plague that lay smashed next to the statue. “We’ll never know, one of that she-bitch’s slaves smashed it on their way out.”

The other beings all grimaced, with Applejack horking up another loogie at the mere mention of the solar alicorn.

“Either way, let's get moving. The sooner we get in, the sooner we can get out,” Twilight added.

Rainbow Dash nodded, taking a step down the stairs, only to stop and cock her head. “Did you hear that, Fluttershy?”

The bunny shook her head slowly. “There was something, but it's gone now.”

“Weird,” Applejack said with a shrug.

“Quite,” Rarity added.

Shaking her head, Rainbow Dash proceeded down the stairs, her ears swiveling atop her head.

Everyone else remained close behind, each glancing at their surroundings as if a spider was about to burst out of every nook and cranny. As they neared the bottom of the stairs, Rainbow Dash raised her hoof. “There it is again!”

Fluttershy nodded. “I think it was coming from below us.”

“Why would it be coming… Everyone run!” Rainbow Dash made it a half step before the ground suddenly gave out, sending everyone falling into a deep pit.

Twilight poured magic into her horn, but the sudden fall robbed her of the concentration needed to finishing casting her teleportation spell. Rarity scrambled uselessly, her many limbs scratching at the wall as she fell along with her friends. Applejack just sighed, and did not resist, determined to at least land on her hooves.

Their fall was mercifully short, with the entire group landing in something soft and clingy. Twilight tried to wrench her foreleg from whatever she was stuck in, only to find she was unable to move more than an inch. Looking around, she found the rest of her friends in a similar situation, with Applejack standing there in the centre of the web with an annoyed expression on her face. The farm mare hardly struggled, merely tugging at each of her limbs independently before sighing and resuming her angry pouting.

Fluttershy lay on her back just beside the tree-bound mare, her limbs tucked tight against her body as she shivered in fear. Rainbow Dash had managed to react the quickest, but had still gotten a hind leg firmly tangled in the webbing. Her wings pumped uselessly as she tried to escape the webbing, tugging on the limb to no avail. Rarity on the other hoof had just realized she had managed to land on her six spidery limbs and breathed a sigh of relief.

The spider pony looked around. “Is everyone alright?” she asked.

“Just peachy,” Applejack grouched.

“F-f-f-fine!” Fluttershy yelled.

Twilight sighed, giving up her attempt to remove herself from the webbing. “I’m okay.”

Glancing over at the struggling and cursing Rainbow Dash told the arachne all she needed to know. “Don't worry girls, I’ll get out of here and get help.” The fashionista did just that, climbing her way up the side of the web and towards the bottom of the stairs, only to shrink back down, a look of fear plastered on her face. “Nevermind.”

“What did you-... oh,” Twilight muttered, looking up at the many, many eyes that now looked down on them. “I thought you said the castle’s traps had been disabled.”

Rainbow Dash grunted, yanking at her leg once more. “They were!”

“Then how are we down here?” Applejack yelled, lifting a webbed leg in emphasis.

“I -umf- don't know!” Rainbow yelled back.

“Girls. What do we do?” Rarity asked nervously, glancing up to where the spiders were creeping closer, their jaws open and spit dripping down upon them.

Twilight’s mind whirled with possibilities, as her horn glowed faintly, her power fluctuating as various spells flashed through her mind. She could teleport out, but that would leave her friends behind. A fireball spell could potentially light the web on fire as well, dropping them to wherever the trap had originally intended to put them. Numerous spells and combinations flashed through her mind before she suddenly stopped, her eyes going wide. “Sheeeshalana, kshashee!” she yelled.

The spiders stopped suddenly, each one glancing at another in confusion. Near the back a larger one bumped another expectantly, gesturing further down the hall and whispering something. The smaller one rolled its eyes and did as it was told, skittering off into the darkness. The rest of the spiders glanced up to the larger one, who shook its head and took a step back.

“Quick thinking, Twi,” Applejack congratulated.

“Thank Rarity, she's the one that remembered,” Twilight replied.

“I never thought that would ever come in handy… maybe I should brush up on my Sissezeth.” Rarity tapped her chin and frowned. “Then again, it uses gendered nouns and that's just gross.”

Twilight rolled her eyes. “How are you holding up, Fluttershy?”

The bunny shivered. “G-g-good.”

The unicorn sighed, leaning down and gently nosing the bunny. “It's going to be alright.”

Fluttershy’s shivers abated and she peeked out from behind a paw. “Are you s-s-ure?”

“Absolutely,” Twilight reassured.

The spiders shifted around, parting down the middle and drawing the unicorn’s attention upward to where she heard a strangely equine voice speak. “What's this? Didst thee finally catcheth something worthy of being a meal for mother?”

The larger spider stepped aside, nodding its head and pointing a hairy leg down at the five stuck beings.

A blue equine head peaked out over the lip of the trap, its wide purple eyes gazing down at the trapped beings. A horn rose out of the center of the pony’s head, only it was slightly longer and sharper than any unicorn Twilight had not seen in a mirror. The strange unicorn had a wild unkempt two toned light blue mane that was tied tightly together and bound across her neck and side, nearly touching the ground. Her fur was just as wild, and was also longer and thicker than what Twilight had ever seen before. Her ears and nose had several large piercings and a heavy necklace sat around her neck.

The pony’s eyes narrowed and she glared down at the trapped beings. “Not very big, art they? Oh well, they shall have to do, mother is filled with pangs of hunger and needeth to consume.”

“W-wait!” Twilight called. “Sheeeshalana, kshashee!”

The blue pony recoiled, covering her ears with her hooves. “What a truly horrid accent, and that wasn't even close! It's pronounced, sheeshala, kashee.” The pony stuck out her tongue in disgust. “How any of mine own brothers understood thee is a miracle.”

“Wait, brothers?” Applejack wondered aloud.

The pony rolled her eyes and struck a pose. “Don't thee seeth the family resemblance?”

The farm pony raised an eyebrow and shrugged. “Err yeah, totally.”

“Regardless, thee has begged for safe passage and I am honor-bound to giveth thee such.” The pony turned to the larger spider, and began speaking in a low hushed tone. The fast, foreign words blended together into a stream of S’s and H’s that had Twilight captivated. To hear such a foreign language used with such ease was strangely fascinating and if she stopped paying attention, it almost sounded like one long hiss occasionally broken up by occasional l’s and N’s, but little else.

The large spider nodded before crawling down the wall and making its way over to Twilight, who gulped and looked up at the scraggly unicorn. “Thee doubteth mine own honor? Fi! I am the most wondrous and powerful Trixie and mine own word is mine own bond.”

Twilight pushed down the feeling of panic and stood patiently as the spider made its way over to her before kneeling down and gently plucking the mare’s hooves from the webs before unceremoniously picking her up and carrying her back to the edge of the trap. “H-hey, watch the appendages!”

The pony rolled her eyes and frowned as Twilight was placed back down on her hooves. “Cometh, we wilt speaketh with mother, the matron shall knoweth what to doth with thee.”

“Wait! What about my friends, we can't leave them down there!” Twilight pleaded.

“Yeah, get me out of here, you overgrown pests!” Rainbow Dash yelled, shaking her hoof up at them.

A few of the spiders hissed in response, but were rendered silent when Rarity cuffed the thestral across the back of the head.

Trixie nodded. “I liketh her.”

The arachne bowed slightly, as Rainbow Dash grumbled, trying to fix her helmet that was askew once more.

“Thy friends shall be hither at which hour thy talk with mother is over,” the unicorn announced before turning and walking towards a collapsed section of wall.

Twilight received a jab to her back, prompting her to trot after the unicorn, and shoot a glare at the large spider following close behind. Whom merely rolled all eight of his eyes and walked silently behind her.

Twilight looked around, noticing that the collapsed archway before her must be the one Rainbow Dash had mentioned earlier. Which meant that she was nearing the throne room.

The unicorn looked around, only noticing now that there seemed to be two halls, one that had a golden sun above it and the other, a full moon. The average sized door to sun hall hung open and a glance through it told Twilight that it didn't go far before collapsing as well, a small shaft of light coming from the left telling her that it must be the usual way they used to circumvent their way to the throne room.

To the right, where the strange unicorn was standing, was the moon hall, the entrance to which was large enough to admit a dragon, now unfortunately blocked by what looked like several tons of debris. As they approached the moon hall, the blue unicorn’s horn began to glow briefly before the debris disappeared. It caused Twilight to stumble for a moment and receive another jab to the back, which she ignored.

“How did you do that?” Twilight asked.

The blue unicorn struck a haughty pose, her nose raised high in the air. “Dideth we impress? We art a most proficient illusionist after all.”

The pose had the unintended side effect of showing off the mare’s cutie mark which was of a blue crescent moon that had a star wand over it. “Most impressive,” Twilight remarked, tearing her eyes from the mare’s flank and up to her raised head.

“I knoweth. Cometh, we shouldst maketh mother to wait.” The strange unicorn turned and marched down the hallway that had appeared.

The mare nodded, giving one last glance over her shoulder before following close behind, not wanting to receive another jab to her spine.

Walking into the new hall, Twilight was instantly hit by a sense of strangeness that took a second to process. She lifted a hoof and glanced down to the fresh, unmarred carpet beneath her hooves. “Woah, that's strange.”

“Thee must cometh from a strange house if thee doth not knoweth what clean looks like,” the blue unicorn announced with a snort.

Twilight stowed her coming remark and merely looked around the hall as she continued to follow the mare. The hall itself was immaculately restored, with only the ancient stonework not receiving the love and care the rest of the room did. Paintings that had been covered in grime and almost completely destroyed were returned to as nice of a condition as possible. Suits of plate mail were polished to a shine and stood at even intervals on either side of the hall. The carpet kept the same color and appearance that it had in the rest of the hall, yet looked brand new. Even the chandelier above them sparkled with life, a plethora of candles glowing faintly.

“Whoah,” Twilight muttered.

In this new light the castle looked every bit the refined house of nobility that it was seemingly intended to be.

So enraptured was the unicorn that she almost ran into the back of a smirking illusionist when she stopped.

The teal unicorn gestured to the enormous double doors that lay before them, her chest puffing out pridefully as she waved a hoof.

Twilight’s jaw hung open as she beheld the sight of the door itself, silently kicking herself for having been so hyper focused on the things along the wall and floor to not look ahead.

The doors were massive and spanned nearly the entire breadth of the hall, nearly touching the ceiling. The entire surface of which was covered from top to bottom in various scenes that Twilight assumed were historical. She could hardly see the top of the door from her current position, but something told her that it would have the most recent history depicted there. From what she could see there were two alicorns meeting at the centre of the door, their wings were flared and their horns ablaze, the beams from which meeting at the centre and forming a single circle that was half moon, half sun.

Twilight was captivated by the scenes depicted on the doors and was eagerly scanning upwards when suddenly the massive portals parted, obscuring the rest of the scene. She frowned, reluctantly stowing away her complaints and watching as the doors parted completely, revealing a surprisingly personal throne room. A simple blue carpet led from the door, to a relatively simple chair that sat at the centre of the room. The chair itself was a dark obsidian, with a waxing moon atop the back, adding a small amount of artistic flair to the otherwise simple object.

To the right of the chair were several others, all of which were the same obsidian, merely lacking the moon that the first chair had. To the left was a simple looking iron door covered in webbing.

Twilight paused, realizing there was no one here and her guide had stopped, merely standing in the centre of the room and tapping her hoof impatiently. “Cometh out mother, I knoweth thou art hither.”

“You are no fun, my child,” whispered a surprisingly deep, yet distinctly feminine voice.

“Fool me once, shame on me. Fool me twice, shame on you,” the teal unicorn muttered.

The voice laughed a strange, raspy laugh, seemingly coming from all directions at once. “You have learned well, my child.”

A shape suddenly bulged out of the darkness of the roof, and the form of an enormous spider descended from on high. Twilight was tempted to light her horn, to prepare a defensive spell or think of a way out, but some instinct told her that she was already much too close and any fight would be as brief as it was one sided.

The spider’s body was massive, easily bigger than even the manticore she had seen earlier. Yet despite the creature’s size and the fact that it was heavily scarred, it was also strangely lithe, its form clearly a feminine one. Her eyes were keen and bright, eight orbs of the deepest blue that peered into Twilight’s soul and showed a terrifying intelligence. The spider’s form had several patches of a strange off-white armor that resembled plate, with the only real clothing being a single long scarf that draped over its midsection and hung to the floor, the ends of which had a waxing and waning moon upon them.

Instantly something clicked in Twilight’s mind and she nodded her head, her hoof placed over her heart, mimicking a greeting she had seen Rainbow Dash do when meeting a fellow guard. “Greetings, matron.”

“Dignity and respect. Truly you are a strange sun spawn, aren't you?” The spider tittered, walking closer to the bowing unicorn and inspecting her closely. “And to think my own daughter does not give me such respect.”

Trixie rolled her eyes. “Thee knoweth very well I love and respect thee.”

The spider laughed its strange laugh, brushing a long furry limb across Trixie’s cheek. “And I you, my child. Now tell me, where did you find the sun spawn?”

Trixie blushed, before coughing and brushing aside the spider’s leg. “Mine brothers hath found these creatures in the trap thee setteth near the halls.”

The spider seemed to snort, or at least as close to such an action that a spider could reproduce. “Good. It's about time they earned their place.”

The spider turned to Twilight, and nodded. “I have not seen such a greeting in hundreds of years. You are a strange sun spawn indeed. Tell me.” The spider leaned in, her many eyes narrowing. “How did you came to learn of such an action?”

Twilight gulped. “My friend, Rainbow Dash. She's a guard in Ponyville, I saw her do it a few times and assumed it was an act of respect.”

The spider continued to stare for a moment longer before backing up a few feet. “It is indeed. Back in my day it served as a quick honorific to give someone you respected. Much faster than a bow, and easier for those of us that can't perform such an act.”

Trixie trotted off before plunking down in one of the chairs and watching from the side lines.

Twilight blinked. “That must make you over a thousand years old.” She shook her head. “I didn't know your kind were capable of such a feat.”

The spider laughed, this time it seemed to lack some of the raspiness that it had before, instantly striking Twilight as more genuine. “I am a surprised a sunspawn would know anything of my kind, interesting. To answer your question, we may live a century or two if we are lucky. I however, am a servant of the mistress, and as such live as long as I am useful. And I am very, very useful.”

“Sorry to interrupt, but may I ask why you keep calling me sun spawn?” Twilight asked nervously.

“You were born of the light, though I feel like that connection to your birthright is dwindling by the night.” The spider twisted this way and that, peering down at the unicorn from various angles. “I wonder what will happen when your connection fades completely. Will you become a night born, or perhaps something else?” The spider twisted in one final direction before settling back down. “Curious.”

The spider turned suddenly, looking over to an unamused Trixie who was picking at her hoof with a splinter. “Tell me, child,” the spider boomed, “did these creatures mention why they sulley her tomb?”

“Neigh,” the illusionist replied simply, extending her hoof and frowning before continuing to pick at it.

The spider turned back around, her eyes gaining a dangerous light. “So tell me, sun spawn, why do you come to the mistress’ tomb?”

“I…” Twilight’s mind whirled with possibilities as she desperately thought of how to talk her way out of this one.

She doubted that admitting she was here to plunder secrets based on the whims of a zebra shaman were going to get her anywhere other than a second death. Wait, why is she here then? Is she just guarding the castle? If so, why bother restoring it, what point was there in guarding a corpse? Unless she intended for this mistress to come back and she is restoring her ancient home?

“I am a necromancer,” Twilight announced.

The spider blinked. “Interesting.” She leaned in closer. “I knew you were some form of undead, but to know you can command the dead as well...” The spider cast a sidelong glance at Trixie, whom had dropped her splinter and gaped silently at the other pony.

The teal pony leapt from her chair and trotted up to the other unicorn. “Truly thee can bringeth back the dead? Thee wilt teachest me this art!” Trixie gripped the other mare’s hoof in her own, peering intently into Twilight’s eyes. “Mother hast-” She looked up to the spider and clamped her mouth shut, taking a step back and releasing Twilight’s hoof.

“So you are a necromancer, that does not explain your purpose here,” the spider stated evenly, skittering around the dead unicorn. “Tell us honestly what your plans are and you may just avoid your final death this night.”

Twilight clenched her jaw and forced her stance tall and proud. “I am here to bring back the Mistress of the Night.”

The spider stopped suddenly, her body remaining stock still before suddenly exploding in a shrill, harsh laughter. “I doubted your resolve little spawn, yet here you are, aiming for the truly impossible.”

The unicorn watched as the spider skittered before her once more before sitting as much as a spider could, a smile crossing what passed for a face. “Do you know how long I have waited for this moment, little sun spawn?”

“No,” Twilight admitted.

“Over one thousand years I have searched.” A shuddering sigh ran through the spider, drawing a wince from Trixie who ran to her side and gently ran a hoof down one leg. “I have suffered much in my service, it is good to finally have hope once more.”

“I cannot promise anything.” Twilight winced as Trixie turned and glared at her, hate in her eyes. The spider however remained silent, her expression calm. “I have the ability to use necromancy, but Celestia has done all she could to stomp out knowledge of soul magic.”

“Then you will need guidance and the proper literature,” the spider announced, tapping a limb against the ground. “You will find both in the catacombs beneath us.”

“Surely you jest, mother. We cannot trust this outsider with such an important task! Let Trixie study these texts,” Trixie exclaimed, jabbing her hoof at the dead mare.

The spider nodded slowly. “Soul magic is not something you can simply study. At one time such a thing was possible, but that time has long passed. There is hope that you will one day become adept at the art, though even then you will not be able to reach the heights of mastery that this gifted mare is capable of.”

The teal unicorn huffed, stomping her hoof, a cry of condemnation already on her lips. The spider’s long limb pulled her out of it before she could begin, squeezing her tightly against the spider’s side. “Worry not for your pride, my child. She is talented in the art but she will never be able to touch your skill in illusions.”

“But mother, I-!” Trixie began.

The spider fixed her with a stern glare. “We are all unique, little one. Would you measure yourself against my ability to spin thread and bemoan your inability?”

The teal mare shrunk. “I would not.”

“And you will not measure yourself against one who has a different kind of gift.” The spider rose once more, giving Trixie one last squeeze. “I will hear no more on this subject.”

“Does that mean you are letting me go?” Twilight asked nervously, glancing over her shoulder.

“It does indeed,” the spider matron replied.

“And my friends?” Twilight asked.

The spider laughed. “A bunny and a crunchy pony would make for poor meals. The thestral is a fellow servant of the night, and our cousins are never food.” The spider gained a bemused expression and leaned in close to the baffled unicorn. “And we do not eat the dead.”

Trixie smirked, pointing at Twilight and giggling. “Didst thee think we were going to consume thee? Don't be absurd.”

“B-but,” Twilight stammered.

“Fear is a powerful weapon and a potent motivator.” The spider chuckled, skittering her way past the stunned unicorn and over to the doors. “It has a habit of producing the truth without the need for violence.”

Twilight sighed, running a hoof down her face, groaning. “Of course you wouldn't eat us.”

Trixie trotted up beside her, casting the dead mare a smirk. “Cometh, allow us to retrieve thy associates.”

“Are you not coming with us?” Twilight asked, glancing to the spider who stood sentinel by the massive doors.

“I have other projects to attend to. It would be ill-fitting for the mistress to return and her home to still lie in ruins.” The spider smiled and gently ran a limb against the underside of Trixie’s jaw, making the unicorn blush. “My most treasured daughter will accompany you in this endeavor while I focus my efforts elsewhere.” The spider smiled and gave one last touch to the teal mare’s chin. “Come back to me, my child.”

Trixie nodded back. “I will, mother.”

The great spider smiled faintly, retracting her limb and ushering the pair towards the door. “Oh and if you do succeed, tell the mistress Nebula is still waiting for that treat!”

The pair both nodded before beginning the short trot back to Twilight’s friends. As they walked, Twilight felt her fear and anxiety slowly begin to lift, and the realization of what just happened to settle in. “Wow,” she muttered to herself.

Trixie smirked and bumped the unicorn with her hip. “Still awestruck by our beauty, I see. Or perhaps our mother’s?”

Twilight chuckled and shook her head. “I'm just amazed how well this all is turning out. I was just kind of winging it there for a bit.”

“And without wings nay less, impressive,” Trixie quipped.

Twilight smiled faintly. “Yeah.”

“Oh thank the stars, Twilight is back,” Applejack remarked.

Looking ahead, Twilight saw her friends standing off to the side of the hall, no longer trapped in the web but still surrounded by the male spiders, whom seemed more bored than anything. Applejack and Fluttershy stood at the forefront, with the bunny perched on the pony’s shoulder, a huge smile crossing her face.

“Oh, thank goodness,” Fluttershy said with a sigh.

Rainbow Dash stood next to the pair, one hoof on the hilt of her blade, her gaze lingering on the nearest spider. Beside her stood Rarity, who was peering intently into the eyes of the larger spider from before. “Sheeshala, kashee?” she asked nervously.

The spider nodded slowly, a blush spreading across his features. He mumbled something no one seemed to understand, his forelimbs covering his face.

“I’m sorry, I didn't quite catch that darling, what did you say?” Rarity asked.

“He said you did well, and he thinks you are pretty,” Trixie said with a smirk, earning herself a glare and a hiss from the larger spider. “Oh, hush you.”

Rarity blushed, batting her eyes at the enormous spider. “Tell him he can be quite dashing when he wants to be.”

Trixie rolled her eyes. “I am not saying that.”

“Augh, who cares about Rarity’s weird crush?” Rainbow Dash blurted out. “Are we going to have to fight our way out or what?”

Twilight placed a calming hoof on the mare’s shoulder. “No. In fact they are going to help us and even gave us a guide.” The unicorn pointed to Trixie, whom had already struck a proud pose.

“The most wondrous and powerful Trixie hath spent days fixing up the catacombs and will help you find what you require,” she announced proudly.

Applejack whistled. “Hoo doggy, things are really looking up now.” She bumped the bunny on her shoulder and smirked. “And you were worried Twilight was gonna get eaten.”

The bunny smiled softly. “I am glad you are okay.”

“I am more than okay,” Twilight announced before turning to the rest of her friends. “Is everyone ready?”

Her companions all nodded, with Rainbow Dash finally relinquishing the grip she had held on her sword.

Trixie turned and made a few commands to her brothers who nodded back before skittering away, all save the largest who hesitated, casting Rarity one last sidelong glance before reluctantly returning to his duties.

Trixie nodded. “Ready.”

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