After hours of searching for Fluttershy, the ponies have found nothing. Rainbow collapses upon the ground on the football field of Ponydale High, exhausted. Doctor Whooves rests a hoof on her shoulder. Spike is standing behind them, engulfed in his on thoughts.

“You and Spike should go home and get some sleep,” He suggests.

Rainbow shakes her head, vehemently against the idea. She stomps her hoof on the ground.

“I’m not giving up until we find Fluttershy,” She insists. “She’s in danger.”

Spike pipes up in agreement.

“Yeah we’re not going to give up on Fluttershy!” He exclaims.

The Doctor shakes his head.

“If they haven’t killed her by now, she’ll be safe until the ritual tomorrow night,” He explains. “They didn’t kill her upfront, so that’s a good sign. It’s probable that they’re going to use her blood to break the seal on the Lord of the Vamponies’ prison.”

Rainbow levels with him.

“And what if you’re wrong?”

“Then she’s already dead, and there’s nothing you can do,” Doctor Whooves replies without emotion.

Rainbow stands up and punches Doctor Whooves in the face.

“How dare you stand there and tell me that my best friend is probably already dead,” Rainbow fumes. “What kind of heartless pony does that?”

Doctor Whooves rubs his bruised face with his hoof.

“I’m being practical,” He says.

“Well I’m trying to save Fluttershy, so if you aren’t going to be anything but a Debbie Downer, you may as well leave,” Dashie spits in anger.

Doctor Whooves wordlessly folds out his wings and takes off into the black night sky. After a moment, he has disappeared.

“Quite the charmer that one,” Spike comments sarcastically. “But I hope he’s right; I hope Fluttershy is safe.”

Rainbow nods in agreement. Then, there is silence for a moment.

“Spike,” Rainbow begins. “Where do you think vamponies spend their days?”

Spike shrugs.

“I’ve always just assumed that they have coffins filled with dirt or something like that,” Spike says.

Rainbow shakes her head.

“But what if that’s not the case,” She suggests. “Remember in Ponyology class how Mrs. Cheerilee said that there used to be a system of caves underneath Ponydale when we got her off topic about the history of Ponydale?”

Spike nods. Mrs. Cheerilee, besides being the Ponyology teacher, had always had an affinity for history and frequently referenced the fact during classes. In fact, some of the stallions made it a game to see just how off topic they could get Mrs. Cheerilee. Their greatest weapon is the history of Ponydale.

“But those caved in decades ago,” He reminds her. “No pun intended.”

“Maybe that’s not the case,” Rainbow says. “I think it’s time to visit the library.”

“But Twilight left hours ago when we left,” Spike says. “How are we supposed to get into the school?”

She sighs and looks towards the school.

“I’m the Slayer, remember?”

Rainbow and Spike stop in front of the double doors of Ponydale High. Rainbow turns around, preparing to kick down the doors, but Spike stops her.

“Let me try something first,” He suggests.

Rainbow sighs.

“Spike that’s not going to work,” She insists.

Spike pushes lightly on the door and it swings wide open. Rainbow turns around and stares at the open door in shock.

“That never would’ve worked in Cloudsdale!” She comments. “Talk about security problems.”

Spike chuckles lightly. They both walk inside and head down the empty, ugly hallway towards the school library. As they reach the library, Spike turns to Rainbow.

“So, what exactly are we looking for?” He asks.

“I’m not exactly sure, but grab anything about Ponydale history,” Rainbow says. “Something that could give us a clue as to where an entrance to the underground cave system could be.”

Spike nods and they both descend upon the books like paper-starved lunatics.

Rainbow is startled into the waking world the next morning as a book lands on the small table that she and Spike had been sleeping on for the past few hours.

“I’m glad you two are taking your studies seriously,” Twilight comments.

Rainbow shakes her head to fully awaken herself.

“Oh no, we must have fallen asleep!” Rainbow panics. “We need to keep trying to find the cave system! Spike, wake up!”

Rainbow pounds on the table and Spike awakens with a start.

“Wha-?” Spike blurts out groggily.

“Whoa, Rainbow Dash, not so fast,” Twilight begins, but Dashie cuts her off.

“No there’s no time to waste, Fluttershy has been-“

Twilight interrupts her back.

“Kidnapped by the Lord of the Vamponies, I know. Your strange pegasus friend told me last night,” Twilight informs her.

“Then you know how important it is that we find Fluttershy,” Rainbow points out.

Twilight picks up the book Dashie was sleeping on and examines it briefly. She nods in satisfaction.

“Caves. A clever lead,” Twilight begins. “But you both have class in a few minutes.”

Rainbow jumps up from her seat.

“But Twilight, we have to find Fluttershy!” She protests.

Twilight holds her hoof up.

“I’ll look through these books to find the cave system,” Twilight says. “I’ll find something a lot faster than you two would. You just continue your day as normal, no need to panic the rest of the ponies. If anypony asks, just say Fluttershy is sick today, understand?”

Rainbow stomps her hoof on the floor defiantly. The force of her hoof cracks the floor a little and shakes the table.

“How am I supposed to act normal when my best friend is in danger!” Rainbow exclaims. Spike clears his throat loudly and Dashie sighs. “One of my two best friends.”

“I’m not arguing with you Rainbow Dash,” Twilight snaps. “I’ll look for anything about the caves, and I’ll tell you as soon as I find something. End of story.”

Suddenly, the class bell rings. Rainbow growls at Twilight and angrily sulks out of the library with Spike in tow. As Rainbow leaves the library, a guilty frown forms on Twilight’s face.

As the first pony hands in her Ponyology pop quiz, Spike is still only halfway through his own. Mrs. Cheerilee had given them another quiz today in addition to yesterday’s planned quiz, presumably to torture the students who didn’t study Chapter 4. For most of the students, Ponyology was a fairly easy subject, but Spike always found Ponyology one of his harder classes. Despite the fact that ponies raised him, he still found the study of them particularly confusing. Spike looks up from his paper and glances around the class to assure no pony is looking. He leans over and looks at Rainbow’s quiz, only to discover that she hasn’t answered a single one of the ten questions.

He checks to see that nopony is looking once more and nudges her side. Rainbow makes eye contact and gives him a confused look. Spike motions towards her quiz with his head. Rainbow frowns and mouths the word “Fluttershy.” Spike nods in understanding.

“But we can’t do anything about her right now,” He mouths and then motions towards her quiz once more.

Rainbow punches Spike in the shoulder. He cries in pain.

“Owch!”

Everypony turns towards them. Spike covers his mouth with his hands. Mrs. Cheerilee looks up from her paper grading duties and frowns at them.

“Spike, Rainbow Dash, please hand in your quizzes,” She demands quietly.

Spike and Rainbow stand up and make their way up to Mrs. Cheerilee’s desk at the front of the classroom. They hand in their quizzes to her, embarrassed. She takes a look at their quizzes and, without another word, writes a single large letter on both sheets of paper in dark red ink. “F.”

As Rainbow and Spike are walking down the hallway towards the library at lunch, Rainbow purposely avoids her locker like it’s an awkward stalker, not that she would have a choice even if she didn’t want to avoid it. Her locker had been condemned the previous day after the unfortunate head incident. As they approach the library, Rainbow throws the double doors wide open and marches inside.

“Anything on the caves, Twi?” She demands.

Twilight shakes her head.

“No, nothing. Sorry Rainbow Dash,” She reports.

Rainbow frowns and storms out of the library. Spike gives Twilight an apologetic smile.

“Sorry about her, she’s just a few frays short of a total disaster today,” He explains.

Twilight nods in understanding.

“We’re all stressed out today, Spike,” She says.

“Need any help?” Spike offers.

Twilight shakes her head.

“No thank you Spike, I think I can handle it,” She says.

Spike nods in understanding and exits the library. Twilight sighs in guilt.

“What am I doing?”

12 Hours Earlier…

Twilight hears a knock on the door of her house at midnight. She looks up from a fresh new book entitled Advanced Pony Medicinal Spells and heads towards the door. She looks through the peephole in her door and sees a brown Pegasus standing outside the door.

“Who are you?” Twilight demands.

“A friend of Rainbow Dash,” the Pegasus responds. “One of her friends is in danger.”

Twilight unlocks the deadbolt and opens the door.

“The Doctor, I presume,” She says.

The Doctor bows his head slightly in acknowledgement.

“Rainbow Dash has told me all about you and your mysterious allure,” Twilight continues. “It’s nice to finally meet you.”

The Doctor stands awkwardly outside, not moving an inch. Twilight looks at him in confusion.

“What’s the matter?” She asks suspiciously.

“You have to invite me in,” The Doctor responds.

A look of revelation etches itself upon Twilight’s face.

“You don’t think I’m stupid enough to invite a vampony into my house, do you?” She growls.

“You don’t have to invite me inside if you don’t want to, but Rainbow’s friend Fluttershy is in danger,” The Doctor says. “She’s been kidnapped by the Lord of the Vamponies, and I have reason to believe that he’s going to use her for the Ritual.”

“So let’s assume what you’re telling me is true, why should I trust you?” Twilight asks. “Why would a vampony help the Slayer?”

“Because I’m not like the rest of them,” He responds. “See for yourself.”

He stands on his hind hooves and opens his arms. Twilight concentrates and her horn begins to glow. She steps back in shock.

“You…you have a soul,” She says. “A vampony with a soul, that’s quite peculiar.”

“Do you believe me now, Twilight Sparkle?” He asks.

“Yes, but I’m still letting you into my house, just in case,” Twilight replies cautiously.

“I understand, but I need your help,” The Doctor begins.

“I’m listening,”

“I believe that the Lord of the Vamponies is going to use Fluttershy’s blood to break the Seal on his prison,” The Doctor explains.

“So you want me to help you save her?” Twilight asks.

Doctor Whooves shakes his head.

“I need you to distract Rainbow from saving Fluttershy until the proper moment,” He explains.

Twilight gives him a bewildered look.

“What do you mean?”

“If we save Fluttershy too earlier, the Lord of the Vamponies will just find another victim and open the Seal anyways. We need to wait until just before the eclipse to save her so the Lord of the Vamponies won’t have time to gather another victim to complete the Ritual.”

Twilight rears back, shocked that Doctor Whooves could even suggest such a thing.

“I’m not using poor Fluttershy as bait!” Twilight exclaims.

“Then I hope you have a solid plan for stopping the Lord of the Vamponies when he rises from his prison,” Doctor Whooves says gravely.

Twilight ponders the Doctor’s words for a long while.

18 Hours Later…

After school, Twilight, Spike, and Dashie are gathered in the library and have been for the last two hours. It is almost six o’clock, a mere two hours before the eclipse is set to happen.

“Come on Twilight this is getting old,” Rainbow complains. “You’ve had all day, how have you not found the caves yet?”

Spike leans towards Rainbow and whispers to her.

“She’s probably been flirting with Mr. Macintosh all day,” He snorts.

“What was that Spike?” Twilight asks.

“Nothing,” Spike replies quickly.

Twilight gives him a wary glare and returns to studying. Suddenly, she finds something in her book, a volume called A Glimpse into the Past: Ponydale 100 Years Ago.

“Aha! I found something,” Twilight exclaims. “It looks like there could be an entrance to the cave system on the edge of town.”

Rainbow claps her hooves together.

“Great, let’s go!”

Twilight holds a hoof up to stop her.

“Not so fast, my little pony,” Twilight says. “We have to wait until dark. The eclipse is set to happen at 8:02 p.m.”

Rainbow gapes at Twilight in astonishment.

“What do you mean we have to wait?” Rainbow asks. “We have to save Fluttershy as quickly as possible.”

“But,” Twilight begins, but then stops herself.

“But what, Twi?” Rainbow demands.

Twilight grimaces, hating the fact that she has been lying to her Slayer.

“We can’t save Fluttershy until right before the eclipse,” She admits.

“Have-have you been lying to us this entire time!” Her shock turns into anger.

Twilight shuffles guiltily.

“Twilight?” Spike asks. “Is that true?”

“You don’t understand, if we save Fluttershy too soon, we could be putting the entirety of ponykind at risk,” Twilight explains.

“Who told you that, Doctor McFangy?” Rainbow replies scathingly.

Twilight is caught off guard, surprised at Rainbow’s knowledge of The Doctor’s vamponiness.

“How did you know that?” Twilight asks. “How did you know Doctor Whooves is a vampony?”

Spike looks shocked. This is apparently news to him.

“Oh, come on, it’s not hard to pick up on. The nighttime prowling, the aversion to talking in public, and mostly the general air of vamponyness that he gives off.” Rainbow explains.

“Doctor Whooves is a vampony?!” Spike pipes up.

“I just can’t believe you would lie to us about Fluttershy. Why can’t you just trust me, Twilight?” Rainbow storms.

“Because you’re brash and driven by your feelings,” Twilight snaps. “That’s not how a Slayer is supposed to act.”

“Maybe you should stop thinking of me as a Mary Sue Slayer and finally see me as a real pony!” Rainbow is shouting now. “I’m not just some name in a history book, Twi, when are you going to realize that?”

Rainbow snatches the book with the information about the caves from Twilight’s hooves and flies out of the library. There is silence for a few seconds, and then Spike turns to Twilight.

“You need to make this right before she does something incredibly stupid,” He says.

“Like trying to take on an entire hoard of vamponies on her own to save Fluttershy?” Twilight suggests.

Spike nods in acknowledgement.

“Yeah, something like that!”

There is more awkward silence.

“We should go after her, shouldn’t we?” Spike suggests.

“That’s a good idea, but I think we should bring help,” Twilight agrees.

“The Doctor?” Spike asks.

Twilight nods.

“Dashie’s not going to be too happy about that,” Spike reminds her.

“Well tough hay, we need him by our side,” Twilight explains.

Rainbow arrives at an old, beaten down shack at the edge of town. She checks the book she stole from Twilight. The passage in question reads, “Most of the entrances to the cave system under Ponydale collapsed decades ago, but unsubstantiated rumors tell of an entrance to the caves in the basement of Old Hayseed’s cottage at the edge of town. However, nopony has ever found such an entrance, and thus the rumors were dismissed.” Rainbow looks up from the book.

“Being a Slayer Lesson 1: always trust unsubstantiated rumors,” She muses as she kicks down the door of the run-down shack.

A large cloud of dust assaults her as she steps into the cabin. Rainbow coughs violently for a moment until the dust settles and waves her hoof in the air, trying to clear the dust. However, to some degree, she makes it worse. As the dust clears, however, Rainbow is able to see the inside of the cabin. It is small, almost too small for anypony to comfortably live in. There is a small table next to a very small bed on the far side of the cabin. Nearest to the door, there is an old stove that looks like it hasn’t been used in decades, along with everything else in the cabin. On the floor, she spies a trap door that looked like it was probably once covered by a rug, but the rug had long since been absent. Rainbow opens up the trap door and begins to descend down a long flight of creaky stairs, but the stairs give way and Rainbow falls down onto the cold, hard surface of the basement.

The basement is surprisingly large compared to the house above it. The entire basement seems to have been carved out of the cave system, or else it had been there the entire time. Rainbow looks up and finds that one of the walls of the basement is nonexistent and leads to a tunnel.

“Well would you look at that,” Rainbow exclaims. “A tunnel under the house. Who woulda thunk it?”

Rainbow chuckles quietly to herself and heads down the tunnel.

A few minutes later, Spike, Twilight, and Doctor Whooves arrive at the cabin. As they enter, they look for any sign of Rainbow Dash’s presence.

“Do you think she was here?” Spike asks Twilight.

Twilight points to the open hatch on the floor and the broken front door.

“It looks that way,” Twilight remarks.

Spike looks around in confusion.

“This place looks like it hasn’t been touched in decades. If it’s the only way to the tunnels, why is it so undisturbed?” Spike wonders.

Doctor Whooves shakes his head.

“It’s not the only access point from the caves to the surface. In fact, it’s the least used access point,” Doctor Whooves explains.

“Then why did you have us use this route?” Twilight asks.

“Because it’s the safest one,” The Doctor replies. “Hurry, we can’t let Rainbow Dash get too far ahead of us!”

The Lord of the Vamponies surveys the mystical energy in the air around him and a dark smile forms on his lips. He turns to Fluttershy, who is still hanging on the wall above the Seal.

“It’s time, little lamb,” The LordPony concludes. He turns to address one of his minions, a green mare with a rust colored mane. “Bring me the knife!” He demands.

The green vampony bows and quickly fetches a knife with strange symbols engraved upon its blade. The vampony presents the knife to the LordPony.

“Ah,” the LordPony exclaims. “The Karok da Haydes, the Knife of Sacrifice. A fitting tool to slaughter the lamb!”

Suddenly, the inside of the cave begins glowing blood red. The LordPony licks his lips and turns back to the petrified pegasus pony shackled to the cave wall. He raises the engraved knife above his head.

“It’s time, my dear!” The LordPony growls, eyeing the place on Fluttershy’s underside that he is intending to cut first.

“Rainbow,” Fluttershy whimpers softly, her eyes flooded in tears and her body quivering in terror.

The LordPony quickly slices a long, shallow gash into Fluttershy’s belly with the knife. A stream of blood rolls out of the gash and down Fluttershy’s torso and she cries out in pain. A malevolent grin plasters itself upon the LordPony’s face; he thoroughly enjoys making Fluttershy suffer.

“Yes, cry little lamb, cry!” He laughs as she squeals in pain. “Where is your precious Slayer now?”

He raises the knife and brings it down once more, creating a deeper cut in her underside. Fluttershy screams in agony and a fresh stream of tears flood down her face. The on looking vamponies laugh in amusement, all riveted by Fluttershy’s cries. Suddenly, a voice pipes up from behind them.

“Sorry I’m late, everypony. You wouldn’t believe the traffic!” the voice says.

Everypony swings around to find none other than the Slayer herself hovering a few feet above the cave floor with a stake in her hoof. Fluttershy looks up and spies her.

“Rainbow…” Fluttershy whispers weakly.

The LordPony grimaces, realizing he can’t delay any longer, and raises the knife, preparing to stab Fluttershy through the heart. However, Rainbow Dash zooms across the chamber and kicks the knife out of the LordPony’s hoof.

“Ah, ah, ah,” She waggles her hoof at him. “You never stab a girl on the first date!” Rainbow quips, and then punches the LordPony in the face, knocking him backwards into the invisible wall of his prison. The LordPony falls to the ground.

Suddenly, a small stream of blood rolls down Fluttershy’s body, down the wall, and onto the Seal. The Seal then begins glowing and, after a moment, emits a blinding white light in every direction. Soon, the light fades as quickly as it appeared. Everypony is still for a second. Then the LordPony extends his hoof through where the invisible wall was only moments ago. He grins triumphantly and turns to Rainbow Dash.

“Looks like you’re a little too late, Slayer!” The LordPony sneers gleefully.

POP!

The LordPony and his multitude of minions suddenly disappear into thin air. Moments later, Twilight, Spike, and Doctor Whooves rush into the cave chamber.

“Fluttershy!” Spike exclaims and runs towards her. He jumps on top of Rainbow’s back and begins undoing the shackles that bind her to the cave wall. Fluttershy collapses onto the floor of the cave, sobbing in a mixture of pain and relief.

Twilight gallops towards Rainbow.

“What happened?” Twilight asks.

“I failed,” Rainbow Dash replies curtly. “I let the Lord of the Vamponies escape. Now he’s topside, and it’s my fault.”

“I can teleport us up to the surface,” Twilight says, shaking her head. “We can fight him up there.”

Dashie points to Fluttershy, who is lying on the ground bleeding.

“Heal Fluttershy first!” She demands.

Twilight nods in agreement and begins concentrating until her horn starts glowing. Suddenly, the cuts on Fluttershy’s underside disappear.

“Is that better, Fluttershy?” Twilight asks.

Fluttershy gets to her hooves and wipes a tear from her eye.

“Uhu,” She responds weakly.

Spike steps towards Fluttershy, and hugs her tightly.

“I’m so glad that you’re alright,” He sighs.

Fluttershy smiles feebly and hugs him back. Doctor Whooves taps his hooves on the ground impatiently.

“I don’t want to be that pony, but we don’t have time for hugs and friendship right now. The Lord of the Vamponies is starting his takeover of Ponydale as we speak,” He explains.

Rainbow Dash nods in agreement.

“I hate to say it, but Doctor Insensitive is right. We need to act now before it’s too late,” Rainbow turns to Twilight. “Twi, will you do the honors?”

Twilight closes her eyes, and her horn begins glowing a light purple color once more. Suddenly, the gang find themselves above ground on the main road of Ponydale, in between Mr. Potter’s Shoemaking Shop and Ponydale Park. Around the shop were quite a few residential homes. As the cold night wind blows through her mane, Rainbow turns to her companions.

“Looks like it’s time to put on a show!”