The town alarm blared loudly, but it made little difference to the madness that had ensued in the last few minutes.

The ponisprites broke through the windows of houses, massacring entire families inside. Ponies were running out of their dwellings when they were attacked.

All the ponyfolk in town were running around on the streets in a state of panic as the ponisprites swarmed all around. The creatures were chasing ponies, crawling on the side of buildings, and flying above through the air. Every other second, another pony was snatched from the ground and devoured by a ponisprite. Some pegisus ponies tried to fly away, but they were easily snatched out of the air by the monsters and eaten. And to make matters worse, the ponisprites kept multiplying. The more they ate, the faster they gave birth. Their numbers had practically doubled since their attack of the town had started.

"The horror! THE HORROR!" Lily shouted as she and her two friends, Roseluck and Daisy, cowered at everything that was happening around them, before they each fainted from the overwhelming shock and fell to the ground. Before you could even blink they were then simultaneously pounced on by three ponisprites and torn apart within seconds. The ponisprites quickly gobbled up the bloody chunks off the ground and flew back up into the air, leaving only bloodstains on the street.

Spike, Rarity, Fluttershy, Rainbow Dash, Big Mac, Applebloom, and Granny Smith ran as fast as they could to the nearest one of their homes, which happened to be Rarity's Carousel Boutique store. Big Mac was still carrying Granny Smith on his back. They ducked into an alley as ponisprite swooped down and landed close by, but it hadn't noticed them, and had instead tackled Cheerilee, tearing into the mare's belly with its jaws, spilling her guts out all over the street. Fluttershy covered Applebloom's mouth with her hoof to keep her from screaming. Cheerilee screamed in pain and horror as the hungry creature ripped out her intestines and began sucking them up like spaghetti. Cheerilee's screams faded away as she lost consciousness from the pain and blood loss, and was soon dead.

While the creature was feeding, the group of friends quietly came out of the alley and resumed hurrying to their destination.

When they made it to Rarity's store, she unlocked and opened the door with her magic and they all rushed inside. Rarity quickly closed the door behind her and relocked it. Rainbow Dash shut the curtains over the store's main window and then her and Rarity joined the others huddling together over in a corner behind a rack of dresses.

Big Macintosh let Granny Smith off his back and she sat down on the floor with them. Fluttershy was still holding Applebloom, trying to keep her quiet. Fluttershy herself was shaking and softly whimpering uncontrollably.

"What do we do now?" asked Big Macintosh in a low whisper.

"We keep quiet," said Rainbow Dash.

"And then what?" whispered Rarity. "Sooner or later those things are going to find us!"

"I don't know!" Rainbow Dash shot back quietly. "But for now we lay low and try to think of a plan."

After a while, the noises of running and screaming and monsters killing outside quickly died down. Before long, no sound could be heard at all.

Rainbow Dash quietly went over to the window and opened the curtains up a crack. She saw nothing but a single ponisprite on the other side of the street disappear into the dark of an alley. The streets were deserted and she guessed that everypony was either dead or had found a place to hide like they had. She could see, faintly in the moonlight, the stains and puddles of blood on the street. It was literally everywhere.

She closed the curtains and looked back at her friends. "Looks like things have settled down out there. But those things are still out there, looking for food."

Granny Smith spoke. "I say we should try to get out of town."

"With all those things crawling around out there?" exclaimed Rarity. "We wouldn't make it ten feet."

"Well we can't stay here forever!"

"What about Twilight?" asked Spike. "I still have the spell. If we could just…"

"Spike, its no good," Rainbow Dash butted in. "Our lives are at stake here. I know it sucks, but we have to forget about Twilight. There's nothing we can do for her now."

Spike got mad and stood up. "I can't forget about her. I promised her we'd get her back to normal. And besides, she wouldn't forget about any of us."

"Spike, keep your voice down, or you'll give us all away!" whispered Rarity.

Fluttershy could see that things were getting heated. "Um… Lets all try to calm down. Okay?"

Spike turned to the yellow pegasus. "Fluttershy, you agree that we shouldn't give up on Twilight, right?"

"Oh… no ones giving up on Twilight, Spike. But… we are in a dangerous situation, so we have to think about our safety right now."

Spike sat down again and crossed his arms, still a bit agitated.

A few minutes later, they began to hear noises outside. Rainbow Dash turned and opened the curtains a crack again and looked out. A smile appeared on her face at what she saw. "It's the Wonderbolts!" she exclaimed, almost raising her voice but catching herself in time. "… And the Royal Guard!"

"We're saved!" sighed Fluttershy.

Outside, a garrison of thirty or so light gray unicorns and pure white pegasi in golden armor came marching up the town's main street while another group of pegasi in blue and yellow uniforms flew in above them.

The lead guard, General Broadsword, held up his front right hoof and halted the other solders. He had been told that there was some sort of infestation in this town. Dangerous creatures running loose. The town appeared deserted, but the signs of destruction and death were fresh and everywhere. Something was defiantly here that didn't belong here.

"Okay, ponies. Keep your eyes peeled."

Suddenly they heard a male scream behind them that was quickly silenced. They all turned their heads. One of their solders in the back corner was gone.

"What happened?" asked Broadsword.

"We don't know, sir," shouted another guard.

"Didn't anypony see anything?"

"UP THERE!" shouted another solder, pointing at the side of a building. A large, pony sized creature was crawling on the side of the building. A split second later, it gave a screech and ponced on another one of their guards, imailing him to the ground with one of its jagged legs.

All of a sudden, creatures began appearing all around them, seemingly coming out of nowhere.

"FIRE! FIRE!" shouted Broadsword.

The unicorn guards began casting laser bolt spells, firing white energy bolts from their horns at the monsters in every which way.

In a matter of seconds, the creatures were everywhere all around them. Leaping around and swarming in the air.

"IT'S AN AMBUSH!" shouted Soarin from above. He and the other Wonderbolts were plucked from the air with ease by the creatures.

All around them the ponisprites swarmed. The solders were being slaughtered left and right.

"DEAR CELESTIA, THEY'RE EVERYWHERE!" shouted one of the solders.

One of the ponisprites was hit by a laser bolt. It didn't go down, but a yellowish liquid began to seem from the wound.

General Broadsword felt a bit of reinsurance. If it bled, that meant it could be killed. Right at that moment, however, another ponisprite dived from the air above him and pinned the general to the ground, tearing into the screaming stallion's stomach with its teeth and claws. The frantic solders nearby were sprayed with his blood as the chaos ensued.

Within minutes both the solders and the Wonderbolts were all dead, and their bodies were being eaten in the street by the ponisprites. One or two ponisprites also lay dead in the street. They were also quickly eaten by the other ponisprites, showing that these things were also cannibals.

Rainbow Dash looked away and shut the curtains. The others could tell by her expression what had happened.

"Well so much for the military," Spike groaned, resting his head on his knuckles.

The horrible noises outside soon died away and all fell silent again. The group sat there in the dark store for a long while, silently contemplating to themselves about what they were going to do. Not a sound could be heard except Fluttershy, who was still quietly muttering to herself under her breath as she shivered with fright.

After what seemed like an hour, Spike's eyes suddenly widened and he grasped his stomach with his claws and his cheeks bulged out. At first, the others thought he was about to be sick. A second later, the little dragon belched forth a cloud of green fire and smoke, and a scroll magically materialized before them.

Spike caught the scroll in his hands before it fell to the floor. He looked at the seal on the side of it. "It's a message from Princess Celestia," he said with surprise.

"What's it say?" asked Rarity as they gathered around him.

Spike opened up the scroll and began to read it aloud. "To Spike, and all others who are still alive in Ponyville," he read. "I have returned home to Canterlot sooner than anticipated and learned of the situation happening in your town. Please know that help is on its way. I am sending reinforcements to deal with the problem and get the survivors to safety. If you are not already in a safe place, get to one and stay hidden there until the reinforcements arrive. For your own safety, don't attempt to leave the town. Princess Celestia."

"Okay, so we stay put," said Rarity planting her rump down on the floor.

Just then there was a loud crash and the sound of shattering glass behind them. They spun around to find the store window had been destroyed and standing before them was a ponisprite, growling at them hungrily.

Applebloom, Rarity, Fluttershy, and Granny Smith all screamed. Before any of them could move a muscle, the ponisprite leaped and tackled Granny Smith. The old mare hit the floor with a hard thud as she was pinned down by the monster.

"GRANNY!" shouted Big Mac. He made a move forward to help her, but before he could take two steps, he watched as the ponisprite clamped its jaws around Granny Smith's head, and in one swift movement, ripped the old mare's head off, spraying Big Mac and everybody with blood.

Fluttershy moved her hoof in front of Applebloom's eyes too late as she had already witnessed the whole thing and was still screaming.

The ponisprite was busy eating Granny Smith's corps. Rainbow Dash knew they had to get out of there while it was distracted.

"RUN!" she shouted. "LETS GET OUT OF HERE! GO! GO! GO!"

Every one ran for the front door, except for Big Macintosh, who was still stunned from seeing his granny being killed. Rainbow Dash got in front of him and started pushing against his chest to get him to move. "Come on, you big lumix. She's gone. You can't do anything for her. We have to get out of here."

Big Macintosh was pulled out of his stupor and turned away from where his granny had been killed and moved towards the door with Rainbow Dash. They ran outside and quickly caught up with the others.