The world had become a nightmare.

No, it was worse than a nightmare. Nightmares you could wake up from.

This, this was horror unimaginable, unleashed upon the waking world. This wasn’t just death run amok, but run wild! The Candy Mare flew faster than any living pegasus, was stronger than the staunchest earth pony, and seemed to have strange and unpredictable magic powers that nullified both offensive and defensive spells alike. With the added benefit of her malleable magic fuel form and ability to change shape and size, there was no stopping her. It was as if a maelstrom madness, a tornado of teeth, had been unleashed in the midst of the living armies of Equestria.

There was no hope of stopping it.

Long candy corn fangs rotated over every inch of the Candy Mare's ever changing body, turning her limbs into living chainsaws, the teeth of which cut through flesh and grinding bone to powder. She literally danced, like a gleeful child, through the forces of the living as she swept back and forth over Ponyville decimating all who still lived. She left nothing but blood and carnage in her wake. There were many creatures she didn’t even bother killing, merely removing their limbs and leaving them to splash their stumps uselessly in pools of their own viscera. Their screams were perhaps the worst, as hungry ghouls and grinning cultists closed in on their pathetically wailing forms.

Those who tried to flee beyond The Candy Mare's reach were quickly snagged by tendrils of liquorice, either from the Candy Mare’s own scalp or from thick roots of the stuff that erupted from under the ground. Creatures who had been proud warriors moments ago struggled in panic and misery as they hung from the whipping liquorice vines like ripe fruit awaiting the smiling reapers grizzly harvest of flesh. Those that were not tossed unceremoniously into the Candy Mare's ever hungering maw were sent to join their fellows below with enough force to shatter every bone in their bodies on impact with the ground.

The candy cultists exulted and cheered as their unliving god made short work of their enemies. Even those who had previously fallen rose anew, invigorated by the Candy Mare’s presence, some even piecing themselves back together from fragments as small as fine pieces of dust. Even as they were reborn, they immediately fell onto the living with their sharp knives, teeth, and claws, mercilessly shredding the maimed and brutalized left in their master’s wake. Many were being eaten alive, if not in one horrifying gulp by the Candy Mare then bits and pieces at a time by her followers, adding a note of soul sapping horror to the already shrill screams of despair.

Rarity and Applejack held each other and wept. All hope of victory, of justice, snuffed out inside them with Twilight's death. All around them the world had turned into a carnival of madness and pain as massive candy eyes leered down from the hole in the sky above. Nothing made sense. Nothing seemed real.

“What are they blubbering about?” grumped Rainbow Dash, as the blue flier landed roughly nearby. Her coat was matted with blood and grey matter from several skulls she had shattered with her hooves at Mach speeds.

“Oh, you know, the usual. All their friends and family are dead. Their world is literally coming to an end,” remarked Pinkie Pie flippantly as she chewed noisily on some stallions severed leg. From the look of the ragged red haunch, it likely previously belonged to Prince Shining Armor. “Same old, same old.”

“The poor dears,” whispered Fluttershy dreamily as her blood stained hooves quested through the innards of a fallen dragon. Seizing upon what she was looking for, she drew a long black knife from deep inside its guts and gave the gore encrusted blade a long, slow lick. “Somepony should really put them out of their misery.”

“I couldn’t agree more...”

Though she still lacked any skin, that didn’t seem to keep the leader of the Candy Cult from adding her own remarks. Her crimson robe was wrapped tight around her her raw red flesh, shot through with blackest corruption, though she only seemed to bleed when she smiled. Of course, she was smiling very broadly now, so blood ran in tiny rivulets over her teeth and gums as her lidless eyes stared hungrily at Rarity and Applejack.

“I think I know just the way to do it too,” saying that, the skinless unicorn bent low over Twilight’s corpse. Her blood slick cloths began to squirm and twitch.

“You stay away from her!” shouted Applejack, launching herself at the cult leader, but finding herself held firmly back by Pinkie Pie and Rainbow Dash before she could move more than a few feet.

Rarity’s horn began to glow, “Now see here! Don’t you dare...” but whatever she was going to say trailed off as the tip of Fluttershy’s dagger drew a single bead of blood from the soft white underside of her chin. The yellow pegasus made a shushing noise, her other hoof pressed to her lips, and then pointed at Twilight’s corpse.

Slowly, the cult leader moved towards the ragged corpse of their friend, draping the hem of her robe over the cadaver. As she did this, a swarm of insectile candy monsters burst from her cloak, slamming into Twilight's cooling flesh and burrowed deep inside her. The body jumped and shook with the violence of the unnatural creatures, before once more laying perfectly still.

At first It didn’t seem as if the grisly spectacle had any effect. Twilight laid as still and motionless as she had before. As the moments passed, however, the Alicorn's wings began to ever so subtly twitch. They fluttered slowly, like they were flapping under water. The tremors spread through their fallen friends body, until Twilight began to twitch and bend at unnatural angles, her bones popping in and out of socket.

Applejack and Rarity could only watch on in horror as their friend slowly, painfully, rose like a broken doll to once more stand before the,. Blood still drizzled the earth from the hollowed out wound where her throat had once been. They could see clear through to her bony spine, and Rarity had to turn her head as the vocal cords began to twitch and vibrate.

Twilight’s voice was strange and hollow as she spoke, “Where am I? What happened?” Her eyes were still closed.

“You walk once more among the living, Twilight Sparkle, though you are still dead,” intoned the skinless unicorn as the light faded from her horn, her sorcerous work done. The cruel mockery of Starlight grinned savagely as she “How do you feel?”

“I feel,” The Princess's eyelids fluttered open to reveal lustrous black orbs that showed no whites. “Hungry!” The undead Twilight grinned as she said it, the muscles in her exposed throat twitching as she swallowed the saliva welling up in her mouth. This made the cultists laugh.

“Well good news there,” grinned Rainbow Dash as she twisted Applejacks forelegs behind her back painfully, forcing the earth pony to rear up on her hind legs. “We’ve got some fresh, tasty apples for you right here!”

“Yeah!” agreed Pinkie Pie, pushing the earth pony to the ground and knocking the hat off Applejack’s head, “All ya can eat!”

“And when you’re done with that,” sighed Fluttershy languidly, drawing the tip of her blade slowly down Rarity’s chin to rest in the hollow of her throat, leaving a small shallow cut, “You can have marshmallows here for dessert.”

“Welcome to the Candy Cult Twilight Sparkle! Bon appetit!” The skinless Starlight laughed as Twilight turned her soulless gaze on her still living friends.

As she stalked towards the proffered victims, Twilight's body began to warp and change. Her fur fell out in clumps revealing a slick, shiny purple body beneath. Her feathers fell away as well, her wing bones growing long, sharp, and serrated. Her teeth popped out, one by one, the flat little bones replaced by jagged black fangs that stretched into a hungry smile that stank of black currant juice and the sickly sweet stench of grape flavored candy.

“Sooo... hungry,” the new born candy ghoul moaned. The hole in her throat sprouted teeth of its own and began to gnash and salivate in expectation as she suddenly lunged for Applejack.

A beam of searing light, like a ray of purest daylight, scythed through the monstrous Twilight and sent her skittering back in pain. She hissed and her slowly candified flesh sizzled as an equally potent beam of darkness shot down in a wide circle, forcing the crazed candy cultist away from Rarity and Applejack.

To either side of the wounded friends, two massive shapes suddenly slammed into the earth, scattering the cultists back still further. Celestia and Luna, the royal sisters bore their fair share of battle scars, but at this time and in this place neither had ever before looked so fierce or powerful.

“Are you alright, my little ponies?” asked Celestia with kindness.

“No. Not really,” answered the ever honest Applejack, retrieving her hat. “But we’re still in one piece, if that’s what ya mean’.”

“We are leaving,” said Luna in a commanding voice, not taking her eyes off the cultists as they clambered back to their hooves, before adding more softly for only the living's ears, “Our forces are routed. We must regroup.”

“I’m fine with going anywhere so long as it’s not here,” whispered Rarity in reply as she wiped the blood from beneath her chin, the shallow cut stinging.

“Hah! So you’re going to run? Do you really think there is anywhere you can? Anywhere that you can flee to? That you can escape being devoured?” mocked the skinless Starlight, “Run as far and as fast as you can, you’ll just die tired in the end!”

“No.” The word rumbled through all who were present. “No running. No games. You. Will. Kneel!”

As the words continued to roll like thunder, the earth cracked open as fresh tentacles of writhing liquorice exploded from below and seized Celestia and Luna. Though they struggled, the tendrils burrowed deep into their flesh, binding their wings and forcing the twin monarchs to their knees! Their heads were likewise pulled down into a deep bow as the Candy Mare suddenly appeared before them.

Celestia and Luna's horns began to glow with their powerful magic, but faded to nothing as the questing tendrils found their way up their spines and straight into their soft and vulnerable brains. Their eyes glazed over as the Candy Mare all but cooed “That’s better,” her fiendish grin threatening to remove the top of her head from the rest of her body as she stroked Celestia and Luna’s flowing manes. "It never gets old, seeing the two of you like this."

In a flash of magic, Starswirl the Bearded suddenly appeared. “Quickly!” He shouted, and Rarity and Applejack ran to his side. Just as swiftly as he had appeared, the unicorn vanished, taking the pair with him.

"No! They're mine!" howled the thing that used to be Twilight, long black tongue lashing out between her fangs.

“Oh no...” Fluttershy mewled weakly, "They got away..."

"I guess we should go after them...?" Rainbow Dash asked doubtfully.

"Ugh... Do we have to?" groaned Pinkie Pie. "There are still some living quadruple amputees I wanna play with!"

"B-but... hungry!" pouted Twilight.

“It doesn’t matter. They’re just leftovers now,” grinned the fleshless cult leader, “we can always eat them later, isn't that right master?”

“Hah! Well said Starlight,” praised the Candy Mare, turning from the now mindless royal sisters. As one, the cultists bowed deeply, even their leader lowering her head until her horn scraped the dirt. “Another world falls to us. A world ripe with flesh and souls for us to devour! DISCORD!”

For a moment nothing happened, and then with a tiny pop of light and a rush of air, the candy draconequus that had to all appearances been vaporized by the royal sisters moments ago suddenly rematerialized. “You bellowed, your majesty?” The trickster said with a mocking bow.

“And just where have you been this whole time?” asked the Candy Mare tapping one hoof with the petulance of a child accustomed to having things her way.

“Why, watching you work of course!” exclaimed the spirit of chaos, brandishing a bucket of popcorn. Although, what was inside the tub was not exactly popcorn... Instead the writhing mass was in fact a division of the Royal Guard that had been shrunk down to miniature. Their tiny screams would have been fairly amusing if they didn’t accompany the sound of their cracking bones and popping flesh as Discord casually popped a fist full of them into his mouth. He chewed noisily, and then talked with is mouth full, “You know how entertaining it is for me when the mortals lose their will to fight in the face of your jubilant self expression! So much despair! So much delightful chaos!”

He offered a second bucket to the Candy Mare, but two tendrils of liquorice whipped out from the monstrous mare's mane and snagged both buckets. She then placed them beneath the muzzles of the royal sisters, where Luna and Celestia began to mindlessly eat, like beasts of burden led to a feeding troth. The Candy Mare couldn’t quite stifle a giggle at the tiny screams of the diminutive soldiers went up an octave higher as they realized they were being eaten alive by the very monarchs they had sworn to serve! “Heheh... I bet they never thought that they would serve their Princesses quite like this!”

“Oh, excellent pun your majesty,” applauded Discord, pouting somewhat at having his snacks confiscated. “You should consider coming to the Candy Cult's comedy night. I’m sure you’d have them rolling in the aisles!”

The Candy Mare frowned and turned an angry glare in the draconequus’s direction. “That’s enough out of you. Unless you would like me to make dinner arrangements for your new Fluttershy. It's so hard to restrain myself from devouring them, you know. It feels like I'm leaving a loose end every time I let you have one for your plaything.”

“No, no, I’ll be good!” panicked Discord, clearly distressed, joining the other cultists on the ground. He bowed so deeply now that his face was pressed flat into the gorey mud. This returned the Candy Mare's smile to her face.

Of course, this was all pantomime.

The Candy Mare could unmake or recreate any of her candy ghouls and each of the candy cultists as she saw fit, at any time. Though the cultists had an echo of their original personalities, their wills were ultimately still under their masters control. Even so, her puppets fear was deliciously satisfying, and she beamed beautifically down on Discord's cowering form as any smiling god might do to a penitent supplicant. “Good. Then you can start widening the gaps between dimensions. I want this world to be fully a part of the Candyverse before Nightmare Night is over.”

“Right away! As you command!” salute Discord, before flying up into the sky, and dragging his claws through reality. More and more of the strange alien sky spilled across the heavens over Equestria as the undead embodiment of chaos slowly widened the wound the cult had worked so hard to create with their ritual sacrifices.

“Now, as for the rest of you,” growled soul devouring flesh eater said sternly, causing her minions to cower afresh. “Enough with the bowing! It’s Nightmare Night! Oh what a fright! And we have so many wonderful sweets to bite! Go forth and feast!” Making her minions cower might be fun, but it was time for the real revels to begin!

"Hungry?" the thing that had been Twilight asked quizzically, the first to raise her head.

"Not for long," the Candy Mare replied with a fierce grin.

A cheer went up among the cultists as they leaped to their hooves! They spread throughout the still burning remains of the haunted Ponyville that both did and do not belong in this reality, hunting the retreating armies with laughter and great cheer!

The Candy Mare looked upon their joyous slaughter, and she found it good.

“You’ve got to let your followers cut loose every once in awhile, don’t ya think?” she asked Celestia and Luna as the lobotomized rulers continued to eat like docile cattle.

With little fanfare, The Candy Mare swept two saw toothed appendages through the monarch's thick trunk-like necks. Like many rulers of Equestria before them, the Candy Mare felt that decapitation was the most fitting end for royalty. The fact that the few remaining shrunken soldiers trapped inside the popcorn buckets in front of them were now destined to drown in the sudden flood of gore from their Princess's severed heads only added a bit of novelty to an otherwise boring occasion.

“Yeah, you have to appreciate the little things sometimes. Otherwise what is the point of living?"

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