“The Candy Cult?” Applejack grit her teeth, anger flaring deep inside her heart at the caulous murder all around her “and just what exactly is that!?”

“It’s us, of course AJ, duh!” was Rainbow Dash’s somewhat childish reply, “Everypony you see here is a loyal follower of the Candy Mare!”

“And what about your friends? What about Equestria?” demanded Rarity, equally hot under the collar as her earth pony friend.

“What a laugh!” cried Pinkie Pie, giggling brightly. “You really don’t get what’s going on here at all, do you!?”

“Well, maybe you should explain?” suggested Starlight, her voice cold and calm, though she shared her friends anger and perplexity. Truthfully though, she was just playing for time. Keep them talking. Villains loved to monologue, and she should know. While they were busy talking, her eyes darted around as she tried to think of a way to save the other children before they too were dumped into the pit. With Discord apparently on their side it made things difficult... But not impossible.

“It would be the kind thing to do,” agreed Fluttershy, pulling a nearby filly into a tight hug with one foreleg while holding a sacrificial blade to her throat with the other. “We have time before the ceremony is complete.”

“Very well,” replied the scarred unicorn. “It’s probably fastest just to show you.”

Saying that, the leader of the cultists held out her foreleg and, as the three ponies watched, something horrifying with dozens of spidery limbs and sharp fangs crawled out from the inside of her robe. Needless to say, the unnatural creature appeared to be made of candy.

“It’s all thanks to these little guys. Not much to look at, I know, but they work extremely well at taking over a pony from the inside out," The scarred unicorn said, stroking the disgusting thing with her other hoof. "It’s amazing really. They were originally created to work in a low magic environment, so in a world like this one they are even more effective. Your friends never really stood a chance.”

Having said that, the creature leaped from the end of her hoof and landed on the face of the filly Fluttershy was holding. This set the child to shrieking as the insectile candy creature began to burrow into her face, sending chunks of meat, teeth, and blood flying. As the creature slid down her throat the screaming was muffled for a second, but it swiftly resumed even louder and far more agonized as the insectile monster could be seen swimming beneath her flesh!

Then the screaming stopped.

And the child started to laugh.

As the girls watched on in horror, the filly seemed to grow a new face, new teeth, and a new smile absolutely devoid of sanity spread across her freshly grown lips. The change was so sudden and complete it was like the whole thing had been some kind of bizarre magic trick.

The filly reached up with her own hoof and took the knife from Fluttershy, jamming it roughly into the side of her own neck and dragging it through her throat with such strength she nearly decapitated herself. Having done that, she stepped willingly over the edge and plummeted into the pit below. A moment later a fresh geyser of blood sprayed forth, and the assembled cultists cheered.

“You sick.. Twisted... Fiend!” whispered Rarity.

“Just what kinda monsters are y’all!?” roared Applejack.

“Oh, we’re the very worst kind,” replied the lead cultist. “Isn’t that right, Starlight?”

Apparently her maneuvering had not gone unnoticed as she had gotten into position, but it was too late for Starlight to back out now. With a roar, a sudden pulse of magic ignited her horn and sent a massive beam of blue energy flying through the crowd of cultists aimed right at Discord! In seconds part of the crowd, and the draconequus in question, were gone! They had been banished from Ponyville and, with any luck, freed from whatever control those disgusting spidery creatures might have been exerting over them.

Applejack and Rarity followed her lead, plunging into the gap Starlight had made and running straight for the crying children. Fluttershy and Rainbow Dash flew into their path, blocking them from their goal, but Applejack simply slid beneath the two pegasi while Rarity gracefully dodged around them like a dancer.

Now was not the time to get bogged down in fighting. Though Starlight had dramatically reduced the number of enemies, they would still be overwhelmed if they tried to fight the cultists directly. The only logical thing to do was to get to the children and get out as fast as they could!

But that seemed like it was going to be easier said than done as, laughing maniacally, Pinkie began bouncing through the cowering children, pushing them one after the other into the pit as Fluttershy and Rainbow Dash grabbed at Applejack and Rarity’s manes and tails to slow them down.

It was horrifying, being so close yet unable to act.

Fortunately Starlight’s magic caught each of the children and levitated them away from the pit. As Applejack and Rarity kicked themselves free of their mind controlled friends, Starlight teleported to join them beside the children.

“Everypony gather close!” With that barked command, Starlight’s horn blazed with light one more time, and they as well as all of the children vanished!

Or at least, that was what was supposed to happen...

The sound of snapping fingers prevented the spell from going off when instead of the innocent children it was just Starlight’s horn that suddenly vanished!

“Do you have any idea how much it stings when someone banishes all the flesh from your body?” asked a deep and angry voice as Discord suddenly appeared. Or at least, it had the shape of Discord. There was the eagle claw, and the lion paw, and even the snake tail. Yet each and every last piece of Discord glistened with powdered sugar or gleamed beneath a candy shell. The spirit of chaos looked boney and gnarled, but he was also completely candified! From the expression on his chocolate face, having his fleshy exterior removed had not improved his mood. “Do you have any idea how hard it is to get a version of myself to hold still long enough for me to to skin him in one piece!?”

“Can’t you just, snap your fingers and cover yourself in flesh again with your magic?” asked Fluttershy dreamily.

“Well, yes Fluttershy dear, but that’s not the point now, is it?” groused the candified Discord. “It’s having the hide stripped from my magnificent self by some two-bit Twilight in training that rankles me!”

“Why not show her exactly how you feel then?” suggested the cult leader, a dark smile popping the stitches on her rotting face.

“What a positively marvelous suggestion...” A sinister smile twisted the monstrous Discord’s already grotesque features as he raised one claw into the air and made a fist.

Starlight rose from the earth and helplessly hung in the air in the grip vice like magic she was now powerless to resist. Without her horn there was no way for her to counter Discord's magic! That didn’t stop her from struggling, but she knew that her efforts were meaningless. Just as she knew, with soul shuddering certainty, that what was about to come next was not going to be pleasant.

Applejack and Rarity both tried to help, but by now the cultists had recovered and were holding each of them back. Willing or otherwise, they would be forced to only bear witness to what was about to unfold.

Discord took his time. What played out was as strange as it was disturbing. With one hand still 'holding' Starlight tight in his invisible grip, the candy draconequus used the other to slowly ‘peel’ the air above the fist as if he were holding an unseen banana. The results of this gesture were immediate and excruciatingly clear as Starlight’s skin split and began to tear itself off in long, thin strips!

Starlight bit her lip, trying to fight against the scream of agony building inside her even as tears welled up in her eyes. The bits of flesh hung off her, drooping as they drizzled a slow yet steady stream of her life's blood into the hungering mouth of the pit. From below there were the sound of lapping and guzzling noises, as though something down in the dark was enjoying every last drop of pain sadistically wrung from the unicorn's body.

“Starlight, no!”

“Let her go!”

For his part, Discord almost seemed bored, pausing to pantomime a yawn, before his sinister smirk returned to his and his claws raked through the air. This time there was no stifling her cries of pain as the rest of her skin was torn from her bones dragging hunks of her flesh with them. A high pitched wail erupted from Starlight’s throat, as Discord carelessly tossed the invisible banana ‘peel’ over his shoulder, sending the skinned Starlight’s hide flying through the air to land at the cult leaders hooves with an unceremonious splat.

At last, Discord’s grip relented and Starlight fell limply to the edge of the pit. There the hornless and skinless unicorn shivered, teeth chattering, both from shock and pain as well as from the sudden chill of the evening air is it whispered over every raw exposed nerve in her body. Starlight's eyes began to glaze over. She had lost a lot of blood...

“No... no... this can’t be real.”

“Stay with us Starlight! You gotta stay awake! We’ll find a way ta fix ya, Ah promise.”

Something long and red slithered up from the pit. It almost looked like a string of liquorice. There was only a brief moment to see it, however, before it disappeared again, dragging its prize down into the darkness below. What was left of Starlight was gone. There was no wailing or cries of pain this time, and no geyser of blood. Perhaps Starlight had lost too much to create such a fountain? But there was a sound of gnashing teeth and cracking bones, and the grunts and moans of some hideous monster enjoying its grotesque meal.

“Yer gonna pay for this! Who ever ya are, mark my words,” Applejack glared daggers at the cult leader, “Yer gonna pay!”

“You know, I tried paying my debt to society once,” replied the crimson robed unicorn, her rotten flesh drooping as she bowed her head. “That’s how I wound up here.”

Then the unicorn did something wholly inexplicable. She began to remove her robe, letting the garment pool around her hooves. Her body was as horrifying and deformed as her face, bloated with disgusting fluids and rancid lesions that were barely held closed by thick black stitches. The smell of rotten meat rising off of her was so powerful that it overwhelmed the stink of fresh blood that had previously dominated the town square. What the unicorn did next was even more uncanny, as she reached back behind her head and began to undo the stitches!

With deft movements that spoke to how many times the unicorn had done this before, she began to peel off first her face and then the rest of the flesh that hung limply from her body. What lay underneath was, unsurprisingly, horrific but in a different way from her bloated and filthy appearance before. Now, instead, exposed muscles and tendons stretched tight over gleaming white bone. What was even more gut churning was the fact that the flesh she had worn, once completely discarded, began to move on its own as dozens more of the tiny insectile creatures that she had shown them before began to burrow out of the flesh and scurried over to Starlight’s still slightly steaming pelt.

The insectile candy monsters drug the pony hide back to their now skinless master, and the unicorn’s horn began to glow brightly as the candy creatures swarmed over her and enveloped her in the tattered rags of Starlight's stripped flesh. With a burst of magic, the slack skin began to tighten, gripping the exposed muscle as new stitches magically appeared. Slowly the patchwork took form, and where before there had been a grotesque monstrosity there now stood...

Starlight Glimmer.

If it were not for the stitches criss-crossing her features, her Applejack and Rarity would have sworn that their tortured friend had somehow pulled some kind of ghastly magic trick. The cult leader's bone structure, the way she stood, even her mannerisms as she shook out her new mane, admiring it as she levitated a hand mirror to look at herself... Everything about her said that this pony was Starlight.

“Oh, don’t look so shocked,” said the pony wearing Starlight’s skin, as she adjusted a slightly sagging cheek with a little magic. “This isn’t the first of my doppelgangers I've had flayed alive, and you can rest assured that it won't be the last." Satisfied, she smiled and put the mirror back in the folds of her robes. "A side effect of the radiation poisoning I'm afraid. My mistress was able to preserve me internally, but there's no amount of magic that can keep my epidermis from deteriorating over time."

“You... You’re Starlight Glimmer, too?” Rarity managed to choke out. “But how is that possible!?”

“Are you ponies not familiar with the concept of other universes? I’m sure your Twilight has prattled on about it before,” the cult leader raised the back of her forelimb to her face and gave a little sniff, wrinkling her nose in disgust. “Ugh, I don’t think I’ll ever get used to the stench of horse flesh! I have no idea how you equines live with yourselves. If it wasn't required that we cloak ourselves in your skins when visiting a new world, I don't think I would even bother with this anymore.”

“So that’s it. Yer some kind of evil Starlight from another dimension,” reasoned Applejack. “So we were right when we thought Starlight might be behind all this, we were just wrong about which ‘Starlight’ was responsible.”

“Hah! Hardly,” chortled the pony in question, her laughter stretching her newly acquired skin in strange ways. “Though I’d love to ham it up with some evil monologging here, I would never take responsibility for all that has befallen this world and all that is yet to come! I would never steal that glory away from the all-devouring one.”

“Hail the devourer of all!” cried out the other cultists in unison.

“And just what exactly is about to befall our world?”

“Something amazing,” the Starlight from another world replied with a grin. “But we’re still waiting for the guest of honor to arrive. Would you two prefer to be the next sacrifices, or should we just move on to the main event?”

As if by magic, a sleeping Flurry Heart appeared cradled in the cult leaders forelimb. Though unconscious, the baby's horn still glowed brightly, feeding the bubble that surrounded Ponyville. Despite this, ‘Starlight’ pressed a ceremonial dagger to the sleeping infants throat, her grin widening as she saw Rarity and Applejack’s horrified expressions.

Suddenly an explosion of violet light blinded all who were gathered in the town square as a pillar of magic erupted fro mthe sky! The other worldly Starlight recoiled in pain and fear.

While Flurry Heart peacefully slept on, she now was cradled in the grip of a very calm and almost serene Twilight Sparkle. The Alicorn Princess's eyes blazed with magic as she turned her attention to the cult leader wearing her protogese skin and in a cold calm voice she said, “Hooves off my niece.”

Next Chapter: Hellraiser Estimated time remaining: 60 Minutes