Spike searched all over town for Rarity. He tried her store, but she wasn't there. Then he checked all of their other friends places, but they weren't there either. Panicking, Spike thought hard as to where she could be. Then he remembered. They were having a picnic in the park today. He guessed she must be there.

Spike quickly ran to the park. Sure enough, Rarity was there with the others on their picnic. Spike ran up to them.

"Hey, Spike," Rainbow Dash greeted him. "Where's Twilight?"

Spike put his hands on his knees as he caught his breath. "That's… what I came here… to see you guys about," Spike panted. As soon as he caught his breath he continued. "Twilight was trying out a new teleportation spell the other day, but she accidentally got mixed up with a parasprite while she was teleporting and now she's turning into some sort of parasprite thing."

Rainbow Dash, Rarity, Pinkie Pie, Fluttershy, and Applejack all stared at Spike like he had lobsters crawling out of his ears.

"Um… Beg pardon?" asked Applejack.

Spike repeated himself. "Twilight's turning into a half pony, half parasprite! A ponisprite!"

Once again, they all stared at the little dragon. Spike was about to start explaining again when Rainbow Dash started laughing.

"Ha. You had me going there for a moment, Spike," laughed Rainbow Dash.

Spike was becoming angry. "I'm not lying," he shouted. He hadn't had this kind of difficulty when he had told Zecora about Twilight. She had believed him instantly.

The five ponies' smiles faded from their faces as they realized Spike was being serious.

"You're not joking?" said Applejack.

Spike shook his head.

They were all silent for a moment.

"Oh my goodness!" muttered Fluttershy.

Spike, relieved that they finally believed him, continued. "Twilight's found a way to fix it, but she needs Rarity's help."

"Me? What can I do?" asked the white unicorn.

"She needs you to cast a spell, Rarity."

Rarity blinked. "Well… I'll do my best."

Spike sighed with relief. "Come on!" He motioned for them to follow. The six of them all left the picnic area and started running towards Twilight's place.

Twilight awoke groggy, confused as to everything beyond her own name. She became aware that she was lying on her side, her eyes open. She was lying on the floor of her library's main room. Her vision of the room was fractured into millions of tiny images, and she remembered that she had compound eyes, as well as the other grotesque changes to her body. She became aware of a blanket covering her up to her neck and a pillow underneath her head. Her stomach then growled loudly and she noticed she was starving.

Zecora walked into the room carrying a cup of hot tea on her hoof. "Ah, my friend, you are awake. Do not try to move for your own sake. Soon after Spike left, you fell asleep. Until now, you have not made a peep."

Twilight moaned. "Zecora… I'm so hungry. Could you get me something to eat?"

"You are all out of food," said Zecora. "And I think it would be best if you did not feed. Your changes might increase in speed."

Twilight groaned. Then she noticed a sweet scent coming from her blanket. The smell of strawberries, obviously from her detergent. The smell was irresistible and Twilight, without realizing what she was doing, pulled a corner of the blanket into her mouth, attempting to eat it.

Zecora soon noticed Twilight chewing on the blanket. She leaned down and pulled the blanket out of her mouth.

"Twilight Sparkle, you must hold on! If you give in you are as good as gone."

Twilight growled in annoyance and got to her feet. She could smell so many things around her, like the sent of strawberries coming from her blanket, or the hot tea coming from Zecora's cup, but she wasn't thirsty, she was hungry.

Twilight realized if there was no food in her library, there had to be food around town somewhere. She started moving towards the door, but Zecora jumped in her way before she could reach it.

"Have you gone mad?" the zebra asked.

"Need… food…" Twilight muttered as she tried to get around Zecora. "Must… eat…"

Zecora grabbed Twilight by the ear with her mouth to hold her back from the door. This turned out to be a big mistake because at that moment the ear ripped clean off in her mouth. Twilight let out a growl of pain and fell to the floor. Zecora looked cross-eyed at the severed ear in her mouth before she spat it out in horror and disgust. Where Twilight's ear had been their was now just a small opening at the top of her head.

Angry, Twilight impulsively hit Zecora on the head with one of her hardened forelegs, sending the zebra falling to the floor and knocking her out cold. Then Twilight felt a growing pain in her hooves, like something was pushing out behind them. Unable to stand the pressure in her hooves, she started kicking and scraping them against the floor in a frenzy, until one by one, her four hooves fell off in a bloody mess, revealing new insect like feet with sticky pads and small barbs underneath.

As soon as Twilight regained her footing, she looked over at Zecora's unconscious body. As she stared at her, she began to see the zebra less as a friend, and more as a juicy, delicious looking piece of meat. Saliva began dripping out of her mouth and she licked her lips with her long tongue. All of her rational thoughts were gone. Only one instinct dominated her at the moment? The need to feed.

Suddenly she heard a voice shouting outside. "Twilight, I'm back! I brought Rarity and the others!"

Twilight's mind raced rapidly, unable to think clearly. Her instincts told her to flee, so she instantly obeyed them. She leaped up to the second floor window, using her new wings to give her some lift. She grabbed onto the wall next to the window, using the sticky pads on the bottoms of her new insect-like feet to stick to the wall.

Down below her the door opened and Spike and the others were greeted by a terrifying sight. The first thing they saw was Zecora lying unconscious on the floor. The next thing they spotted was a quite already mutated Twilight clinging to the wall next to the window.

Twilight let out a growl at them while they were staring up at her and then pushed open the window with one of her front legs and quickly leaped out onto the roof. She looked out at the town and then looked down at the street below her. There was no pony around at the moment. She jumped off the roof and used her wings to flutter safely down to the ground below. She sniffed the air and leaped into a nearby alley, looking for a dark place to hide. She panted heavily and fell down onto her side as she felt pain suddenly take over her body. She clenched her compound eyes shut in pain and gritted her teeth. Her lower jaw broke free from her upper jaw, allowing her mouth to open to greater sizes. Her other ear fell off her head and the rest of her mane and tail fell out. Her legs were lengthening and reshaping more, her internal organs shifting and twisting around. She felt her pony mind fading away, making room for more primitive instincts.

The now almost completely transformed creature lay down on the ground, panting. A few moments later she stood up on her insect legs and looked around, sniffing the air with interest. She picked up a familiar and irresistible scent. The scent of baked goods. She licked her lips and hurried off to find where it was coming from, sticking to the shadows of the buildings because she felt safer there.

"Was that Twilight?" exclaimed Applejack, back inside the library.

"Unfortunately, yeah," said Spike.

"Dear sweet Celestia!" exclaimed Rainbow Dash, hardly able to believe what she had just seen.

They all heard Zecora groan and they rushed over to her side. The zebra sat up and put her hoof to her head, gently rubbing where she had been hit.

"Zecora, are you okay?" asked Fluttersy.

"I am alright, but where is Twilight?"

"She got out," said Spike.

"We must find her before it is too late! I fear she might kill somepony at this rate!"

"Oh, of all the things that could happen, this is the… worst… possible… thing!" Rarity said dramatically.

Spike, Rarity, Rainbow Dash, Fluttershy, Pinkie Pie, Applejack, and Zecora all ran out of the library and began searching for Twilight.

At sugar cube corner, a few hours later, Mr. and Mrs. Cake were closing up shop for the evening.

"I'm going to go check on the babies," said Mrs. Cake.

"Okay, honeybuns," replied Mr. Cake.

Mrs. Cake began walking upstairs to their children's room. Suddenly the blue mare heard something glass shattering downstairs and then heard her husband let out a bloodcurdling scream. Mrs. Cake ran back down the steps to find a horrible sight. A purple, bug-like monster was eating her Mr. Cake. She screamed as she watched her husband's hind legs disappear down the monster's throat as it swallowed him whole.

The monster then turned to glare at Mrs. Cake. The Earth pony screamed again and turned to run back up the stairs, but the monster leaped and tackled her, pinning her down against the steps.

Upstairs, the babies could be heard crying, upset at the horrible noises coming from downstairs.

The monster clamped its jaws around Mrs. Cake's screaming head, and in one swift movement, ripped the blue mare's head off, causing a stream of blood to splatter all over the wall and stairs in front of them.

Them monster crushed the head in its jaws and swallowed it. It then picked up the rest of Mrs. Cake off the floor and shoved the headless corps down its throat.

Still hungry, the monster looked around at all the baked goods in the store. It licked its lips hungrily and then got to work devouring all the food in the store.

Night fell and Spike and the others still hadn't found Twilight. They didn't split up either because they knew it would take all of them if they were going to have a chance of subduing her. They knew they were running out of time. Every second they didn't find Twilight was another second she might hurt, or worse, kill somepony.

As they were running through the street they suddenly heard the sound of a loud crash coming from inside a building. It was coming from Sugar Cube Corner. They all ran over in front of the store. A couple of other ponies who were nearby on the street at that moment also came over to the store, curious as to what was going on inside. They saw a shadow moving inside through a window.

"I think she's in there!" said Rarity.

Just then there was a loud bang as the front door of the store was broken down and Twilight-sprite came bursting out. She was now fully transformed. Her belly was bulging, filled with all the food she had devoured inside the bakery.

The other ponies all ran away at the sight of the monster. Spike, Rarity, Rainbow Dash, Fluttershy, Pinkie Pie, Applejack, and Zecora backed away a little, but stayed where they were, hoping they might still be able to communicate with Twilight. That somewhere inside this creature a part of their friend was still fighting.

"Twilight… its us… your friends," Spike said to her gently.

Twilight turned her head and stared at them with her large compound eyes. They were empty of any emotion.

"Twilight… we want to help you," said Pinkie Pie.

Suddenly, Twilight arched her back and lowered down. Her friends were hopeful this was a sign that she understood them, but then she then began heaving, like something was stuck in her throat.

"What's wrong with her now?" asked Rainbow Dash.

After heaving a few more times, the large lump in Twilight's stomach was pushed up into the back of her throat. She then spat the large bulge out of her mouth in the form of a large brown blob… and it was moving.

"What the heck is that?" shouted Rarity in disgust.

The blob burst open and a bright blue creature with four insect-like legs and wings and large compound eyes emerged from it covered in slime. The ponies all gasped. It was another ponisprite. Twilight had just given birth through her mouth, just like a parasprite. They all realized she now could reproduce like one.

"Guy's," said Rainbow Dash, "the horror has just been doubled."

"Make that tripled!" said a frightened Pinkie Pie suddenly.

They looked at her and saw that she was staring and pointing at something. They looked where she was pointing and saw that coming out of the entrance of Sugar Cube Corner was yet a third ponisprite, this one a light tan color. This had obviously not been the first time Twilight had reproduced.

The three ponisprites looked at the group of ponies with hunger in their eyes. Spike and the others started backing away as the three hungry looking creatures began to approach them.

"Twilight, please. You don't want to do this," said Spike. "I know you must still be in there somewhere."

The ponisprites made no indication they had heard him. The kept approaching the delicious moving meat.

The three ponisprites lowered down into a pouncing position and then leapt at them. The group tried to run out of the way but the creatures tackled Zecora and pinned her to the ground.

"ZECORA!" Applejack shouted.

The ponisprites each grabbed one of the kicking zebra's limbs in their jaws and began pulling. Zecora screamed as the monsters proceeded to rip her body into three pieces, showering blood all over. Spike, Pinkie Pie, Rarity, Rainbow Dash, Applejack, and Fluttershy watched as their friend from the Everfree Forest was ripped apart before their eyes.

The three ponisprites then took a piece of the body and each leaped off in different directions of town, disappearing into the darkness of the night.