Once they were safely out of ear shot Applejack couldn’t help but ask “And just what do ya suppose that was all about?”

“Do you mean the mad cackling? Or the death glare our 'friends' were giving you?” Rarity questioned in a stage whisper. “It was obviously the kind of situation that ends in a basement or an abandoned factory somewhere.”

“You got that vibe too huh?”

“Darling, I’ve been a damsel in distress more than my fair share of times by now. I can recognize the hallmarks,” Rarity replied with a wry smile.

“So... What do ya thinks going on then? Dash and Pinkie are our friends. Ya figure they’ve been replaced by Changelings or something?”

“AJ! Don’t let Ocellus hear you say that,” scolded Rarity, “Or any of the other Changelings for that matter. They’ve reformed! They don’t go around impersonating ponies anymore. _{At least not in public...}”

“What was that sugarcube?” Applejack hadn't quite heard that last part.

“Oh nothing darling! At least nothing you need concern yourself with,” Rarity’s face suddenly grew serious. “No, I’m thinking we’re dealing with some kind of mind control.”

“Artifact based or the spellcaster kind?”

“It's terrible that we've had enough experience with this that you know to make that distinction," was the debutants response as she gave an exasperated sigh. "Well did either of the ladies in question have any new accessories? Or did you notice them clinging particularly guardedly to a possibly cursed book, perchance?”

“Ah can’t say as they did. Seemed pretty normal for the most part... Right up til they weren’t no more. Reckon that leaves some kind of hoodoo then. Think King Sombra is back in town?”

“He’s not one for subtlety. Besides, he likes to use those positively tacky helmets on his mind slaves. I think we would have noticed that, or the glowing purple and green eyes.”

“Fair point,” conceded Applejack. “Ah seem to recall Pinkie Pie mentioned Starlight while we were chatting. Don’t suppose she might have fallen off the wagon and gone back to her old hypnosis tricks do you?”

“Oh I certainly hope not,” the dainty unicorn winced. “I still remember the migraine I had from the last time she thought using mind control magic to solve her 'friendship problems' was a good idea. Surely there must be some other explanation?”

“We live in a magical land full of all kinds of strange monsters and ancient enchanted artifacts. Just about any yahoo with a horn in the middle of their forehead and time on their hooves could have cast Celestia-knows-what kind of spell on our friends and we’d have no way of knowing it,” the farm pony pointed out bluntly. “There are plenty of possible explanations but it ain’t likely the pair of us are going to be able to narrow it down on our own. Ah think this is something we need to take to Twilight.”

“While I don’t disagree with you dear, must we? I’d really prefer to have more of an idea of what is going on aside from ‘gee Twilight we think your first student, whom you have entrusted as student counselor in your school of friendship and replacement Headmare, might be behaving villainously again and mind controlling half the town’,” Rarity mimed as if she was having a conversation with the Princess. “I can’t see her exactly taking that very well.”

“Wait, half the town? Ah thought this was just about Pinkie Pie and Rainbow Dash?”

“Oh please darling, don’t tell me you haven’t noticed how nearly everypony who greeted us on the road has a fixed smile on their face?” The white unicorn rolled her eyes and flipped her elegantly coiffed mane. “It’s practically a reprise of ‘Our Town’ out here today.”

“Now that ya mention it, them smiles are a might too wide. They’re obviously not real,” the realization dawned on the farm pony slowly that she hadn’t met anypony aside from Rarity that was acting quite like themselves that day. “Is that why we’re headin’ out of town instead of to your boutique?”

“Very observant darling,” Rarity smiled, genuinely impressed. “While I think it may be a little early to take our concerns to Twilight, there is someone else who might be able to help us. Although you may not be happy about it.”

They had just crested a hill and the noon day sun shined down on the only building that lay in this direction from Ponyville: Fluttershy’s Cottage.

“Oh, no! Ya can’t mean him!” cried AJ, all too aware that it wasn’t their shy friend who loved animals whom Rarity was referring to. “Ya think things ain’t bad enough already that we gotta go and involve Discord too?”

“Believe me Applejack, if I could think of a better alternative I wouldn’t dream of seeking help from that barely penitent miscreant, but he can be helpful when he has a mind to be. Remember that time Celestia had him hunt down Tirek based on his ability to detect magical fluctuations in Equestria?”

“Yeah, and Ah also remember him going on ta team up with Tirek and drain us all dry.”

“That’s beside the point,” sniffed Rarity, turning up her nose. “The fact of the matter is if there is any magical foul play at work in Ponyville, Discord should be able to not only detect it, but also whoever is responsible. I dare say if he’s in a good mood he may even reverse the spells for us!”

“And Ah reckon it doesn’t hurt that if Ponyville is in peril then that likely means Fluttershy is as well, huh?” Applejack arched one eyebrow as she and Rarity shared a grin. It was no secret how much Discord cared for Fluttershy.

Rarity gave her a little wink. “That goes without saying darling. And if it all turns out to be nothing, well I was wanting to check in with Fluttershy before the sun went down anyway. You know how she gets on Nightmare Night.”

It wasn’t long before they were standing on Fluttershy’s doorstep. Rarity knocked daintily, with all the grace and poise of a lady. They stood there for a moment before Applejack leaned in and knocked a bit more aggressively, shaking the wooden door on its hinges. Her friend glared at her, but Applejack just shrugged.

There was no answer.

They both listened, hoping to hear the hushed fall of approaching hoofbeats. It wasn’t unusual for it to be quiet around Fluttershy’s Cottage, but it was just plain eerie today.

“Ya hear that?” Applejack nudged Rarity.

“I don’t hear anything.”

“Me neither. No birds, no bugs. Ya might not notice it since ya don’t spend much time outdoors, but there’s usually this dull background roar of little critters making little sounds all around here.”

Rarity perked up her ears, “Ooh, that can’t be a good sign. I can’t even hear any of Fluttershy’s chickens.”

Indeed the only sound was the wind in the dry autumn leaves and the babbling of the nearby brook. That is, until a painfully loud and slow creak that made the pair of ponies jump signaled the opening of Fluttershy's front door.

The door swung loosely on it's hinges... as if it had simply been blown open by the wind.

Had it been unlocked this whole time?

Had they just shook the door loose from its jamb? Or had someone opened it for them and quickly ducked out of sight? It was too dark inside to tell... much darker than it should have been in the middle of the day...

As the ponies nervously stared into the darkened doorway the first thing that struck them was the smell. Fluttershy loved her animals, so it wasn't uncommon for there to be a certain musky odor about the place. It had lessened only after she had opened her animal sanctuary, but even with less animals staying in the yellow pegasi's care, there was still the distinct scent of many animal bodies pressed together in close quarters. The stench that wafted out of the cottage was different, but no less overpowering. A certain sour sweetness that clung to the back of the throat as they inhaled.

Rarity tried to suppress a gag while Applejack's eyes narrowed. This was the smell of death.

Now that the door was open, sound had also returned to the vicinity around Fluttershy's home, but it was not a sound that boded well. A soft, but constant buzzing noise emanated from inside the home, the kind of sound one might expect from thousands of tiny insectile wings busily fluttering away. Sure enough, as Applejack stepped inside to investigate further, a small cloud of flies blossomed from the open door and streamed out into the sunshine. Their haphazard and random flight caused Applejack to jump back afresh. She whipped off her hat and used to to swat at the boiling swarm, "Shoo! Go on now! Get!"

"Ew, ew, ew, ew!" Rarity used her magic to zap any of the fat blue bottles that came near, while prancing in place with her delicate hooves.

After the swarm dissipated somewhat, Applejack placed her hat back atop her head and once again peered inside the gloomy cottage. "Hello? Anypony home?"

"Why yes! Thanks for asking!" Discord popped out of the darkness like a spring loaded jack-in-the-box! His features were pale and ghastly, and he wore a manic grin, both eyes wide and staring. Then he laughed. "Hoo hoo! You should have seen the looks on your faces! Priceless! How's that for a Nightmare Night greeting, huh?" His face briefly poofed into a pumpkin with his laughing face carved into it and a candle glowing merrily inside.

"Landsakes Discord, ya scared us half to death!" huffed Applejack.

"Where's Fluttershy?" asked Rarity, pretending to be unperturbed by Discord's antics. "Is she home?"

"Why yes, of course she is. She's in the kitchen preparing afternoon tea," Discord's head poofed back to his usual appearance, which wasn't much of an improvement as far as the pair of ponies were concerned. "Do come in and join us. That is, if you're not afraid..." He gave his most theatrical evil chuckle before fading back into the darkness from whence he came.

Something was off about all this... And not just the usual off as far as it concerned Discord. But they had come this far. Rarity shrugged and gave a nod of her head to indicate Applejack should proceed her. A steely look entered Applejack's eyes as she nodded in return, and then the earth pony and unicorn stepped across the threshold.

The smell was even worse once they were inside. They could see why now. Every bare surface of every table, chair, and even parts of the floor were completely covered in candy! The flies seemed to be attracted to the sugary treats, buzzing about here and there.

"Oh my goodness!" Rarity was struck almost speechless, but she still managed to squeak out. "What is all this for?"

"Why, for Nightmare Night of course, my dear Rarity," answered Discord, as if it were the most obvious thing in the world before he popped a piece of candy corn casually into his mouth, scooped up off the pile on the floor.

"Is this your doing?" questioned Applejack aggresively.

"Heavens no! I wish I could take credit, but this is all Fluttershy's handy work," explained Discord, taking a seat in midair on a stool that poofed into existence beneath him. "She's been cooking up a storm for weeks now! She's like a thing possessed! Honestly I think she's made a little much, but as I understand it these 'tricker treaters', or whatever you call them, can be quiet the voracious little monsters. And then there's the annual sacrifice to Princess Luna's more interesting half." Discord leaned forward and whispered, "I really hope the portion of all this candy that the flies have been getting at go to her."

"Wait, Fluttershy made all this?" Rarity asked, her eyes going wide.

"Hold on, does that mean that she's planning to actually participate in Nightmare Night!?" This was unprecedented, unheard of. Well there was that one time, but Fluttershy had pretty much sworn off the holiday after it turned out she was a little too good at scaring her friends. Something the usually timid yellow pegasus was not at all proud of.

Rarity and Applejack both gave each other a look and an unspoken understanding blossomed between them. Something was extremely wrong. Fluttershy would sooner kiss a manticore or have a staring contest with a fire breathing dragon than have anything to do with Nightmare Night.

"Well of course girls," came a quiet voice from the direction of the kitchen. In flew Fluttershy, gliding through the darkness on her softly flapping wings while she held a tray containing a steaming teapot, four cups, and a plate of black and orange swirled frosted cookies. "It's going to be Discord's first Nightmare Night. I might not care for the Holiday much myself, but that's no reason for me to deprive him of a good time is it?"

That almost made sense. If it wasn't for the broad grin on Fluttershy's face and her wide staring eyes, Applejack and Rarity might even have been convinced. It was when one of the flies flew lazily through the air and landed on Fluttershy's unblinking eyeball that their doubts resurfaced in full force. The insect walked lazily over the jellied surface of the wide open orb, pausing only a moment to rub it's tiny forelimbs together. Fluttershy didn't so much as even blink.

While it was true that it could be said that Fluttershy would not even hurt a fly, this was ridiculous.

"I'm really looking forward to it," added Discord, removing a steaming teacup from the tray and a single cookie. He somehow dipped the teacup in the cookie, then brought the delicate porcelain to his mouth and took a bite with a loud crunch. The tea hung suspended in the now broken cup without spilling, holding the shape as if the container were still whole. "I doubt scaring ponies will be as satisfying as tormenting them with a little chaos, but I do understand the importance of tradition, even if I prefer to change things up when I can."

"Right... say Fluttershy, is it alright if we speak to Discord alone for a bit?" Applejack smiled sweetly enough, but her eyes were worried.

"Oh, I'm sure anything you have to say to him you can say to me," replied Fluttershy, setting down the tea tray atop a tottering pile of Nightmare Night treats.

"We really must insist darling," chimed in Rarity. "I'm afraid the matter is rather urgent."

A ding from the kitchen suddenly caught Fluttershy's attention. "Ah, that batch is done! Time to start on the next batch!" Fluttershy gilded slowly out of the room, her friends and Discord completely forgotten.

"Well, I suppose that's a yes then," Discord, nonchalantly tossed his teacup in his mouth and swallowing without chewing before slurping up his cookie as if it were made of liquid. "A bit sweet for my taste, but we could all use something sweet to bite, from time to time. So then, what would you two lovely mares care to discuss with the Lord of Chaos? Bare in mind, neither of you are my best friend Fluttershy, so any requests you might have are likely going to be given very low priority."

Rarity ignored this and got straight to the matter at hand, "Have you noticed anything...strange about Fluttershy?"

"You mean aside from the vacant smile, unblinking eyes, and obsession with candy production? No, I can't say that I have," quipped Discord with a yawn.

"And yer not concerned by any of that?" queried Applejack, incredulous.

"Not really," was the draconequus's terse reply. "I was somewhat perturbed before, but Starlight explained everything to me. It was actually a rather lovely conversation! It made everything so clear."

"Starlight again," muttered Rarity, her brow knit in concern. "Oh dear..."

"What exactly did she explain to ya?" asked the farm pony, pressing the issue.

"Why, everything Applejack. Absolutely everything. Every... little... thing." A broad grin slowly spread on Discord's face. It grew wider and wider until it threatened to wrap completely around his head, before shrinking back down to something more natural looking. "For once in my life it all made sense. Oh, what fun there is in making sense!"

Applejack and Rarity both winced as if they had been lashed with a scourge tipped with broken glass.

"Is that so..."

"Oh dear, oh dear, oh my..."

"It will all make sense to the two of you as well, before the end," Discord chuckled dreamily. "Nightmare Night, what a fright, give us something sweet to bite!"

Discord's laughter at that moment was perhaps the most terrifying thing either the farm pony or the fashionista had ever heard. The sound shook the drowsing flies from their sugary daze, and as their buzzing joined the sound of the Spirit of Disharmony's chortling, the pair felt like their spines had turned to solid ice. It wasn't just that which chilled them to the bone of course, but the realization that their ace in the hole that they had planned to rely on to fix whatever was wrong had already been hopelessly compromised.

"Hoo-nelly!” exclaimed Applejack nervously, “I'm sure looking forward to that. Everything making sense I mean. Not the end obviously. Not that I'd be unhappy with an end, mind you."

"I think it rather depends on the 'end'," mumbled Rarity, before saying a little louder. "That reminds me, we simply must be heading out. So much to do before sundown, you know how it is. So sorry we can't stay. Do give our regards to Fluttershy won't you?"

The pair hurriedly backed out of the room, unwilling to take their eyes off of Discord, who continued to chuckle quietly to himself. "Oh, don't worry, I'm sure she won't mind. We'll be seeing you again very soon."

As they passed the threshold of the cottage, the door slammed in the their faces. Rarity and Applejack took a moment to gulp down several breaths of the fresh air. To bask in the sunshine, outside of that oppressive dark room filled with noisome flies, rotten candy, and obvious madness, was a luxury neither could resist in that moment.

"Well, Discord doesn't seem like he's going to be any help after all..." admitted Rarity weakly.

"Eeyup," replied Applejack, taking a page out of her brothers play book. "Race ya ta Twilight's?"

"Oh, you just try to keep up with me, darling," and they both took off as fast as their hooves could carry them.

Next Chapter: The Omen Estimated time remaining: 2 Hours, 27 Minutes