"Explain please."

Rarity licked her lips nervously and cast a worried glance back towards the kitchen where Pinkie was talking about who knew what with Rainbow Dash. She turned back to me a moment later and sighed before raising her head and giving me a compliant nod.

"You see, darling," she began, "when I demanded the others to rise from their slumber, Rainbow was the only one who didn't. At first I thought she'd somehow died, which would have been fine," she quickly added, "You would've brought her back with little trouble after all."

I grimaced, but nodded all the same, not liking the idea of doing to Rainbow what I did to the others, but willing to do so if that meant she'd live. I didn't want to curse her to a new life of servitude like the others—I didn't want to curse any of them to a life of servitude, but it was better than losing them forever.

...Wasn't it?

"So what happened then?" I asked, pushing the thought to the back of my mind, "what went wrong?"

"Well, Rainbow Dash, she..." Rarity worked her jaw for a moment, trying to find the right words, "I... heard something, some kind of strange noise I'd never heard before from seemingly nowhere, I was trying to figure out what it was and where it was coming from, but then Rainbow Dash began to wake."

"A strange noise?" I muttered, something tingling in the back of my memory at her words. I shook my head and looked Rarity in the eye, "can you describe the noise as best you can?"

"I'm not quite sure how, Twilight dear," Rarity replied apologetically, "it was... almost like a sort of melody, but not quite. I want to say it was a sort of whistle, or... or humming or something along those lines, but I feel like that wouldn't describe it properly either. Either way, the sound filled the room, and I could practically feel it rattling around in my brain."

The tingling in the back of my mind got stronger, and I felt like I was on the verge of remembering something important. To my frustration though, whatever the thought was, it stayed just out of reach. I pressed on, hoping it would come to me once Rarity explained a bit more.

"What happened with Rainbow herself?" I asked, "you said she just woke up, and it wasn't your doing?"

"She didn't just rise from her slumber, darling," Rarity replied, looking uncomfortable for some reason, "as that melody played, Rainbow's body started to... move, as though something were crawling around in her insides just beneath her skin. I don't know why, but I think it might've had something to do with that strange noise."

That doesn't sound good...

"And?" I pressed, "what happened next?"

"After a few moments, the sound just... stopped, as did the squirming beneath Rainbow's skin," Rarity returned her gaze to the kitchen, "then she simply woke up, as if nothing were amiss in the slightest. I'm fairly sure she doesn't realize what happened at all."

She looked back at me, her face troubled.

"She said she was starving," she added, "as soon as she woke up, she was sniffing the air, and mentioning something about a great smell, " Rarity turned to the still dazed Fluttershy and Applejack, "I suppose she could smell the cake Pinkie made, and it seemed to distract her from the state of the other two."

"Did anything else happen after that?" I asked, with a mounting worry, "did Rainbow do or say anything else odd before you came down here?"

"No, that was it," the white mare replied with a single shake of her head, "after that, I gathered them all and returned down here to join you and Pinkie."

I fell into a contemplative silence for a moment, wondering just what this all meant. There was something about that odd melody that Rarity heard, but I couldn't put my hoof on why it bothered me so much. Based on what Rarity had described about Rainbow Dash herself, it sounded like she might've been possessed like me.

Is that really the case though, or is it something else? Something worse?

I wracked my brain, trying to figure out whether or not, I'd done something to cause this, but I couldn't think of anything aside from putting her to sleep. I thought back to what the girls told me about what happened while I was indisposed, and how Rainbow Dash had died along with the others.

Did that have something to do with it? Did it trigger some kind of delayed response and cause... whatever happened to her upstairs?

I wasn't sure, and I didn't think I'd get any answers by just thinking about it really hard.

"Well, I think Pinkie's also trying to get to the bottom of this," I finally replied, "so I'll just have to ask her when she comes back," I turned to Applejack and Fluttershy, "in the meantime, I should probably do something about—"

"NO! S-STAY AWAY FROM ME!"

Rarity and I whipped around just in time to see a prismatic blur come flying out of the kitchen and slam into the long table. The impact was enough to throw off Rainbow's momentum and she tumbled out of the air, slamming into the side of the staircase on the opposite side of the room a moment later.

"R-Rainbow Dash?" I cried, making my way over to the frantic pegasus, "Rainbow Dash what—oh..."

Both Rarity and I froze in our tracks at what we saw.

Her back against the wall, and breathing raggedly, Rainbow Dash looked from me to Rarity. Her eyes were wild with fear, panic and confusion, and it wasn't hard to see why. I heard no strange melody, but I could clearly see what Rarity had described about Rainbow Dash.

Just as the mare had said, it looked as though something, or a great many somethings, were squirming around inside the pegasus. As we watched, she violently shivered and raised her hooves up in front of her, staring at the wriggling flesh in horror.

"W-What's happening to me? What..." she muttered shakily. She suddenly snapped her bewildered and terrified gaze towards, or rather past us, shouting at the top of her lungs, "WHAT DID YOU DO TO ME?!"

"I didn't do anything to you, Rainbow Dash," came a calm, cold, and pitiless voice from behind me. I turned to see Pinkie Pie stepping out of the kitchen, her eyes black, her face unreadable, and her gaze fixed on the panicking pegasus as she spoke, "all I did was reveal the truth, that's it," she trotted past Rarity and I, gesturing to Rainbow Dash, "this? This is all you, Dashie, and I'm surprised I hadn't seen it until now."

"What are you talking about?!" Rainbow cried as another violent shiver wracked her body. She grunted as the writhing intensified, "what is this? What are you? WHAT THE BUCK IS GOING ON?!"

"Pinkie Pie!" I shouted, finally regaining the ability to speak, "what is this? You know something right? What's this all about?"

"You'll find out soon enough," Pinkie replied cryptically, never once taking her eyes off Rainbow Dash, "aaaaannny moment now."

I went to respond, but was interrupted by a sudden piercing wail from Rainbow Dash. I turned to see her clutching her head and thrashing about in apparent agony. I moved towards her, but stopped, my ear twitching at another sound I couldn't place. It was distance, but was gradually growing louder.

"N-No, what—" Rainbow gave another pained grunt, "...I don't get what you're saying! Master? I don't have a—gah!" the squirming skin beneath Rainbow's cyan fur grew in intensity, her form outright warping in an inequine shape, "I-I'm not... n-not going anywhere until... u-until I... bluh..."

Rainbow stopped shivering, the crawling in her flesh ceased altogether, and her hooves fell limp at her sides. Her rosy eyes grew dull and glassy. She'd stopped moving altogether and for all intents and purposes, the mare was dead, or at least she looked the part.

The room was deathly quiet.

Whatever sound I'd heard earlier was gone now, and nopony made another sound for what felt like an eternity. Nopony moved, nopony spoke, and all eyes were on Rainbow Dash.

"R-Rainbow Dash?" I said in a near whisper as I carefully, hesitantly made my way over to where she lay, "Rainbow, are you—"

I was cut off by Pinkie's upraised hoof, and when I looked over to her, I saw that she still hadn't taken her eyes off Rainbow Dash. Her eyes had returned to their normal cerulean hue, but her gaze was both troubled and expectant.

"Don't," she muttered, "it's not over yet."

"What do you mean?" Rarity asked, looking from Rainbow to Pinkie with a bemused frown, "what could possibly happen next?"

As if on cue, the cyan pegasus stirred, her skin rippling for a moment before settling once more. As we all watched, her glassy eyes slowly rolled up into the back of her head, until only white sclera remained.

"Rainbow?" I asked.

Rainbow groaned weakly and shuddered in response and, with several sick squelching noises, thick and slimy dark blue tentacles began to emerge all over her body from several creases in her fur. They practically poured out of her limbs and her mouth dropped open to reveal more.

Her wings began to grow in length, the feathers twisting, fusing, and morphing into ropy limbs, the ends of which had become a pair of three elongated digits sharpened down to a point. Another moment later her body began to lift itself into the air and she hovered above all of us.

The display was horrific, but a sudden, odd, and familiar sensation building inside me distracted from it. I may not have been able to describe it well, nor did I know why it happened, but I knew what this feeling meant by now.

It meant that I was about to become something else.

It meant Skal-Gazaath was taking over.

I gave a small grunt of my own, futilely trying to fight against the sensation, but it won out in the end, and a cold and terrible anger overtook me. I raised my head and gave Rainbow Dash a cool stare, my eyes roaming over her form with disgust and contempt. She groaned again and let out a throaty gurgle, her tentacles writhing, twisting and undulating about her.

"H-He calls..."

The voice that came from Rainbow wasn't equine in the slightest. It was low and choked, like she was struggling to force the words out of a mouth that wasn't meant to utter them.

At her words, my eyes narrowed and my frown deepened. I took a step forward and both Pinkie and Rarity followed behind me. Both Fluttershy and Applejack were somewhere else, distant and forgotten in the face of this new development.

"Who is he?" I demanded, "who is your master? Speak his name."

"He calls," Rainbow repeated, her gargling voice sounding strained and desperate, "I have been summoned... must... answer..."

Ignore him and answer me. Who is it that calls you?

Rainbow groaned again, louder this time and with far more pain. She flailed about for a moment before settling down once more.

"H-He is the One Who Watches. He is the One Who Waits," I could see black tears flowing from Rainbow's milky white eyes and streaming down her hideous face, as she spoke, but I paid it no mind as I focused on her next words, "in His infinite wisdom and patience, it is He who will come to claim what is rightfully His from the Usurper..."

My eyes widened and I took a horrified step back as a name emerged from deep within the recesses of my—or rather Skal-Gazaath's—memory.

"Nel-Baloth..."

I knew the name, and just the mere mention of it sent a bolt of both fear and anger coursing through me, but I didn't know why. I didn't know what Rainbow was referring to regarding the Usurper, nor did I really understand what the rest of her words meant, but I knew I didn't like it.

My attention was returned to Rainbow Dash as she groaned again. She was clearly in a lot of pain, and while I would've been happy to keep her that way in my current mindset, I was beginning to regain myself, and beneath her monstrous form, I could still see an innocent pony.

I wasn't sure where all the hostility was coming from, but it wasn't just me. I could feel the hatred coming from Rarity, and even Pinkie as well. The pink mare seemed to know something about what was going on, and I decided I'd ask her once this was over.

For now though, I focused on bringing the situation under control, and that meant Rainbow couldn't be allowed to return to this 'master' of hers. I hadn't wanted to do it, but given Rainbow's current state, and unable to think of anything else at the moment, I acted.

With a thought, I pulled the thrashing abomination down towards me so that we were face to face.

Listen to me Rainbow Dash... you serve no one but me. Who or whatever this being is, he will not take you from me. You are mine and I will not let you go.

Rainbow didn't reply, but I could tell just by a glance that my words had sunk in. I wasn't sure if something had possessed Rainbow Dash or if she'd always been this way, but as Skal-Gazaath's influence lessened, my desire to have everything back to how it was before returned.

Satisfied that I'd turned Rainbow away from whatever master she served, I forced Rainbow back into her equine form with another thought. The process was much quicker this time around, though by the screams of agony, it was no less pleasant for the poor mare.

Each of her tentacles retracted back into her body as I twisted and sculpted her shape into what it originally had been. A few seconds later her wings and eyes had returned to normal and I unceremoniously dropped her to the ground where she lay shuddering and whimpering in pain.

As the last bit of irrational hate drained away, I looked down at her, horrified at the pain I'd caused her.

"Ohmygosh, Rainbow," I cried, kneeling down and pulling her into my hooves, "Rainbow, I'm so sorry, I... I don't know... everything happened all at once and I... I'm sorry, Rainbow, I d-didn't mean it."

I wasn't sure if she was even listening as I held her, but I could feel her shivers lessen slightly, and I could see her wings twitching evey so often. She didn't speak for a long moment, and when she finally did begin to say something, she was interrupted by a violent fit of coughing.

"What should we do now, darling?" Rarity, asked, making her way over to where I was, "I'm... honestly unsure as to what to really say to all of this. Rainbow Dash's true form, the odd... anger, and... just all of this," she sat on her haunches and frowned up at the ceiling, "...just who is this Nel-Ba—"

"Don't say his name," Pinkie snapped, "not now, anyway. I'm not sure if anything will happen, but it feels like a bad idea, and I'd rather not risk any more nonsensical eldritch craziness today," she turned back to me with a sympathetic smile, "I don't mind it at all, but I'm pretty sure Twilight's had enough for now."

I nodded silently as I continued to hold a now sobbing and most likely thoroughly confused and possibly traumatized Rainbow Dash.

"As much as I'd like to just finish the party and wait for Celestia to come and raise the sun, I think we need to talk about what happened here," I turned to face Pinkie with a solemn frown, "I feel like the more I try to hide it or run away from it, the worse this all gets."

"So what do You propose we do, then, dear?" Rarity asked, "frankly I'm all for a little normalcy, and from the sound of it, you feel the same, but..."

"But I still need to sort this out," I gave Rarity a weak smile, "I'm hoping we can just... talk about all of this without having something ridiculous happen," I turned to Pinkie, "maybe over some cake that you can all enjoy."

"All of us?" Pinkie asked in confusion before looking over to where the two remaining oblivious mares stood, "You mean..." she gasped, "are You gonna tell Fluttershy and Applejack about us? About Rainbow Dash? About You?"

"I am," I replied with a deep sigh of resignation, "I think... I think we should let them and Spike know what's going on. After everything they've been through, I think they deserve that much."

"Darling, forgive me for questioning You, but are You sure that's wise?" Rarity asked worriedly, "they might tell others, and that might things more difficult for us in the long run."

"It's a risk, but it's one I'm willing to take," I replied with a resolute frown. I looked down at Rainbow Dash, who didn't seem to be lost in her own world of confusion and misery, "I want to believe they'll understand if we explain the circumstances, and besides, I'm tired of keeping them out of the loop. Whatever happens after that, we'll deal with it accordingly."

"Alright, if... that's what You want, darling," Rarity replied uncertainly. She took a deep, calming breath and smiled at me encouragingly, "I'll do my best to help things go smoothly."

"Oh, and I'll make sure to set aside some more of that super special custom made not-of-this-world Goddess tier cake for You!" Pinkie Pie added happily. At my look, she chuckled nervously, "and don't worry, I won't leave it out like I did last time. It, ah... wouldn't be pretty if any of the others got ahold of it..."

"Good, I'm looking forward to it, Pinkie," I replied, before looking over to Fluttershy and Applejack with a grimace, "but before we do anything, I need to fix those two and make sure Rainbow is okay."

Rarity looked from Rainbow Dash to Fluttershy and Applejack and chuckled humorlessly.

"It's going to be a long night, isn't it?"

I sighed wearily in reponse and turned a tired gaze to one of the windows, seeing just how late it was getting.

"Yes, Rarity... yes it is."

Author's Notes:

Expect a bit of much needed exposition in the next chapter. Also feels... probably. I'm not sure yet.