The five ponies and Spike were still standing there, stairing at the pool of blood and gore on the ground where Zecora had been ripped to pieces. They could hardly believe what they had just witnessed. It had all happened so fast that in a blink of an eye it was all over. Were it not for the pool of blood on the ground they might have though they had imagined it.

Finally, Rarity spoke. "N-now what do we d-do?"

"Uh… p-panic?" said Fluttershy softly.

"That's your answer for everything," said Rainbow Dash, however the fear was evident in her voice as well.

"Twilight's completely out of control," said Applejack.

"There still has to be a way to save her," said Spike. "If only we could catch her some how so we could cast that spell on her to turn her back to normal."

"How are we supposed to catch those things? They'll eat us on sight!" said Rarity.

"I've got it!" Pinkie Pie suddenly gasped. "Parasprites can't resist music, remember? Maybe these… pony-sprites… can't resist it either. I'll just play my one-mare-band again."

"That might work! But then where do we take them once we get them to follow you?" Spike thought out loud.

"I know," said Applejack. "We can use my apple cellar. It should hold them."

"Great! I'll get my instruments," said Pinkie Pie. She ran inside Sugar Cube Corner. A few seconds later they heard her scream. They all rushed inside.

"Pinkie, what's wrong?" shouted Fluttershy. Then they all gasped. The place was a wreck. Broken glass all over the floor, shelves and tables overturned and broken, plates and cups smashed everywhere, furniture destroyed. The only thing they didn't see was any pieces of food. The ponisprites had obviously eaten all the baked goods down to the last crumb.

They saw Pinkie Pie standing by the staircase staring up at it. The walls and steps were splattered with blood, and it didn't take them long to realize it was the Cakes'.

"THE BABIES!" Pinkie suddenly shrieked with worry and then ran up the steps as fast as she could to their room. She reappeared at the top of the steps a minute later, her face pale.

"The babies?" asked Rarity.

Pinkie pie closed her eyes sadly and shook her head.

"Oh, no," said Fluttershy.

At the top of the steps, Pinkie Pie fell back on her rump and tears began pouring out her eyes. Fluttershy flew up to the top of the steps and hugged her.

"I'm so sorry, Pinkie," she said softly to her friend, attempting to comfort her. They all knew how much Pinkie had cared about the Cake family. They were more then just her employers or landlords. They were like family to her, and had loved them as such. They could only imagine what Pinkie was going through at that moment.

Pinkie Pie sniffed and wiped her nose with her hoof. "Maybe… maybe they're still alive," she said, suddenly trying to sound optimistic. "There wasn't any blood up there, and those kids can sneak away if you turn your back on them for a second. I bet their okay somewhere, hiding."

The others were less sure, but the thought was hopeful, so they held onto it.

"Come on, Pinkie Pie," said Rainbow Dash with a smile, remembering the more important matter at hand. "We have work to do. Go get your instruments."

Pinkie Pie wiped her tears and then hurried to her bedroom. She emerged several seconds later wearing her one-mare-band set, consisting of a tuba, a ukulele, a harmonica, an accordion, a recorder, and a tambourine.

"Lets go!" said Pinkie. They all walked back outside onto the street. There wasn't a soul in sight.

"I hope this works," said Applejack nervously.

Pinkie Pie began playing. Her polka tune sounded all across town. She began marching away from Sugar Cube Corner down the main street of Ponyville. The rest of her friends followed behind her at a distance.

It happened almost instantaneously. Spike soon spotted one of the ponisprites, the blue one, sticking its head out of an alley with a curious expression on its face as it listened to the music. It then smiled and began to bob its head to the tune. It came out of the alley and hopped over to behind Pinkie Pie.

"It's working!" said Spike enthusiastically. Soon the other two Ponysprites appeared and joined the other one hopping behind Pinkie Pie. The pink Earth pony grinned to her self and kept plying her music as she led the ponisprites out of town towards Sweet Apple Acers.

They trotted onto the farm, the ponisprites still following behind Pinkie, totally enthralled by her music.

Applejack ran up towards the barn and then opened up a door on the ground. The others got beside her to watch.

"Bring um right in here, Pinkie," Applejack shouted as she pointed down into her apple cellar.

Pinkie Pie trotted up next to the apple cellar entrance and, like a charm, the ponisprites leaped down into the dark underground store, still mesmerized by the music, completely unsuspecting of the trap.

All the noise had gotten the attention of the Apple family. Over at the house the front door opened and Big Macintosh, Granny Smith, and Applebloom were walking out to see what was causing the noise. Their eyes went wide at the sight of the strange creatures being lured into their apple cellar and Pinkie Pie playing her one-mare-band.

When the third ponisprite had leaped into the cellar, Applejack quickly closed the heavy wooden door, barred it with a plank, and hammered it down, trapping the ponisprites inside.

"Alright. That takes care of that," she sighed with relief and Pinkie stopped playing her instruments.

"Um… AJ…" said a strong male voice. They all looked over to see Big Mac, along with Applebloom and Granny Smith walking up to them.

Big Mac spoke again. "Would you mind tellin' me what's goin' on here?"

Applejack explained the situation to her family. "Twilight's been turned into a monster because one of her teleporting spells went wrong and she got all mixed up with a parasprite. So now there are three monsters and were locking them in the apple cellar so they don't hurt anypony else while Spike and Rarity prepare a spell to change Twilight back to normal."

"Say wha?" exclaimed Applebloom.

Big Mac just stared at them dumbfounded.

"Land sakes," said Granny Smith. "You kids these days with your magic and your monsters and your crazy adventures and…"

Suddenly they heard a loud banging. It was coming from the cellar door. The ponisprites were trying to break through it.

"They're trying to get out!" yelled Rainbow Dash.

Applejack ran over and stood on top of the door to help keep it held down. "Oh no you don't!" she shouted at the creatures. Her body was jolted from the vibrations as the ponisprites banged on the other side of the door. She could hear their angry roars and screeches through the wood.

The rest of her friends and Big Macintosh also got onto of the door. Eventually they banging against the door stopped. Then there was silence.

They all let out a sigh of relief.

"Lets hurry up and get to castin' that spell," said Applejack as they got off of the door.

Spike pulled out the spell book that had the necessary spell in it. He laid it down on the ground and began flipping to the right page.

"Um, how do we tell which one is Twilight exactly?" Rainbow Dash asked as Spike was searching for the spell.

"Um, she's the purple one that's the only one with a cutie mark," said Spike in a 'that's obvious' kind of tone.

"Oh, right," said Rainbow. "I knew that."

Then spike found the spell and pointed to it. "Here it is, Rarity."

Rarity and the others leaned down and looked at the page. "It looks really difficult," said the while unicorn. "I'm… I'm not sure I'll be able to do it?"

"Come on, Rarity, I know you can do it," said Spike. "Next to Twilight, you're the best unicorn there is!"

Rarity closed her eyes and smiled. "Thank you for the compliment, Spike," she said. "But still, I don't think I've practiced magic enough to even attempt performing such a complicated spell."

"You have to try, Rarity, for Twilight's sake," said Fluttershy.

Before Rarity could respond, they all heard a faint gnawing sound. It was coming from the other side of the cellar door.

"What in tarnation?" exclaimed Applejack.

Suddenly a jagged hole appeared in the middle of the door and one of the ponisprites mouths was visible.

"THEY'RE CHEWING THROUGH THE DOOR!" screamed Pinkie Pie. Just then the door burst into pieces and several large blurrs burst out of the cellar entrance and flew up into the air.

As the ponies looked up in terror at the escaped ponisprites flying above them, they now counted five of the hideous monsters. The ponisprites had apparently given birth to more while down in the apple cellar.

Just then they heard a screech down in the cellar and then a sixth ponisprite leaped out of the entrance. It tackled Pinkie Pie and lifted the pink, screaming mare above its head. Then they noticed the cutie mark on the ponisprite's abdomen and they realized it was Twilight.

Before any of them could do anything, Twilight opened up her jaws wide and dropped the screaming pink pony, and her musical instruments, into her mouth and swallowed her whole. Her friends watched in terror as Pinkie Pie was eaten alive. Applebloom started screaming.

Twilight then flared her wings and took off into the air with the rest of the ponisprites. They all flew over into the nearby apple orchards to begin their next meal.

"Our crop!" yelled Applejack in both horror and rage. Without thinking, she grabbed her lasso off a fence post and began running into the orchards.

"Applejack, no!" shouted Big Mac and took off after her, the others close behind.

The ponisprites were each in a tree, gobbling up the apples off the branches. Applejack charged towards the nearest tree with a ponisprite in it. "I HAVE HAD ENOUGH OF YOU UGLY, CONFOUNDED VARMINTS!"

The ponisprite looked up at her and hissed menacingly. Applejack swung her lasso at the monster. It caught the ponisprite around the neck. Applejack then yanked the rope as hard as she could, but the ponisprite stayed in the tree, anchored by its legs. The ponisprite then roared and grabbed the rope in its claws. Before Applejack could react, the ponisprite gave the rope hard a yank and Applejack was pulled up into the air at the monster. The ponisprite caught her in its front legs and then, a split second later, shoved her down its throat.

The others arrived just in time to see Applejack's hind legs disappear into the ponisprite's mouth.

"APPLEJACK!" they all screamed.

The ponisprite looked over at them, eyeing them hungrily.

"RUN," shouted Rarity. They all turned and started running away as fast as they could. Big Mac picked the too slow Granny Smith up on his back and quickly caught up with the others as they ran off the farm towards town.

Back in the orchard, the ponisprites made quick work of the apple trees. It wasn't long before they had eaten every last apple in the entire orchard, leaving the trees bare. Afterwards, each of the ponisprites hacked and spat up another moving blob that immediately hatched into another ponisprite. There were now twelve all together. The ponisprites all set their eyes on ponyville and then took off towards the unsuspecting town.

When Spike, Rarity, Fluttershy, Rainbow Dash, Big Mac, Applebloom, and Grannysmith arrived in town, they immediately ran to the mayor's house. They knew they had to tell somepony of authority about what was going on.

They reached the mayor's house and Big Macintosh began banging loudly on the door. "Mayor Mare! Open up, please!"

While the red stallion was knocking at the door, Applebloom broke down crying. Fluttershy immediately went over to her and held her close.

"They're g-gone," the little filly cried as she buried her face in Fluttershy's chest. "Ma sister, and Pinkie Pie. They're both gone."

Fluttershy could feel Applebloom's tears soaking the fur on her chest. She gently patted the little filly on the back as she tried to comfort her. "Shhh. There there. Its gonna be alright." Though the yellow pegasus had tears in her eyes as well over the loss of her two friends, as well as Zecora and also Mr. and Mrs. Cake.

They all felt the same way. Ponies were dying and more would die if this wasn't stopped soon. As much as Rainbow Dash hated it, she felt the next best coarse of action might be to give up trying to rescue Twilight and just dispose of the ponisprites before more ponies were killed.

The door opened and Mayor Mare stood before them, looking quite annoyed that she had been disturbed at her home at night.

"What in Equestria is the matter with you all?" she demanded angrily.

"Mayor Mare, you have to sound the emergency alarm," explained Rarity. "A bunch of dangerous monsters are on the loose."

"What monsters?" asked the mayor skeptically.

Just then they heard a low drone in the distance. The mayor, curious, stuck her head out of the door and they all turned their heads in the direction the noise was coming from. Approaching the town, up in the sky, was the ponisprites, flying together in a swarm. There were twice as many now, and they all looked hungry.

Mayor Mare blinked at the sight of the approaching monsters and then screamed. "SOMEPONY, SOUND THE ALARM!" The mayor ran off like a shot, screaming her head off.