Zecora stood calmly mixing her latest potion. A cauldron glowed an eerie green as she dropped a few more ingredients into the  brew. With a deep inhale through her nose, she realized something may be missing. She sat her ladle to one side and turned to head out into the forest for a particularly elusive ingredient, the fright-cap mushroom. Luckily for her, she had found a peculiar area nearby in which the mushroom grew wildly and freely. Near the entrance to a small boarded up cave there were usually three or four fright-caps ready to be harvested every other week.  

The zebra casually made her way down the old grass trail weaving through dense trees. It was darker than usual this afternoon, possibly due to the overcast from the scheduled rain. She carefully trotted on, nearing her destination she was cautious not to step on any of the fragile fungi in the darkness. Then she saw it, the entrance to the cave. It was pitch black only a meter in and she swore she heard a faint buzzing coming from within. She looked around, scouring the ground for any signs of the elusive ingredient, nothing. She did however notice one thing, the stems to these mushrooms were there, almost as if they'd been eaten.

CRACK

Zecora jumped and shrieked at the sharp cracking sound. She looked down, she had stepped on an old plank. Then it dawned on her, the cave wasn't boarded up. She looked closer and tilted her ear in it's direction. There certainly was a strange sound escaping it's depths.

"Is there someone down in that cave? To go in there, you must be very brave." She said, hoping for a friendly reply.

All she heard was a few clicking noises and several drops of water. She took a few steps back and turned to head home, an unsettling feeling stroking her spine. Her pace was quick, her heart was racing, she wanted nothing more than to return to the safety of the indoors. She knew very well the potential dangers of the forest creatures and wasn't prepared to mingle with the unknown at the moment. To her left she heard a few sharp clicks, seemingly right next to her ear. She stopped and caught her breath. A terrified pit sat in her stomach, she knew a creature was potentially hunting her, and she needed to prepare for an attack.

She focused her eyes and looked through the forest, nothing in sight. Then, a few quick steps caught her attention as they rushed behind her. Just as she turned around to investigate, an other set of steps rushed in the other direction. She determined there were at least two, and decided to make a run for it. She quickly galloped back towards home, her tree hut in the clearing. Just as she rushed into the door, she felt a sharp pain on her flank. Before she could lock herself in, the door was forced back open and she covered her face as she prepared for the imminent attack.

***

Fluttershy frantically few into town, desperately searching through the small crowds of ponies.

"Whoa there Fluttershy, what's got your wings in a knot?" Twilight Sparkle asked after noticing her unusual behavior.

The stressed yellow pegasus stopped next to her friend and took a deep breath. "I'm sorry, Twilight, but have you seen a squirrel running around her? I saw him run off into the woods and I searched but couldn't find him, I thought maybe he snuck past me into town."

"No, I can't say that I have. Are you sure he's not still in the forest? I can go double check with you if you'd like, I need to visit Zecora anyway." Twilight thought for a moment then looked to the sky. "She didn't come to town three days ago, breaking her normal routine. Also, I sent her a letter that same day asking her to attend next weeks parade, but I didn't get a reply."

"Okay, that'll be great. I'm sure with an extra set of eyes we'll find him right away." Fluttershy said, raring to return to the forest.

Twilight kept her eyes to the sky until she spotted the faint glint of rainbow piercing a small cloud. Her horn lit up and she sent a small wave of magic soaring through the cloud. It shook, several raindrops fell to the ground and a certain disgruntled blue pegasus jumped up with a start.

"Hey, what was that for?!" She shouted, looking over the edge.

"Calm down please. I need to help me with something, come on down." Twilight commanded as Fluttershy nervously kicked at the ground.

"Come on, can't you just leave me alone, I'm nappin'!" The cranky pegasus rolled back over and tried to fall back to sleep.

Twilight widened her eyes and stared in Rainbow's direction. The pegasus cringed, almost as if she could feel Twilight's gaze burning a hole through her back. She rolled over and peeked down, despite her better instincts telling her not to. The sweet purple unicorn was staring up at her with wide and nearly teary eyes, not something one would normally expect to see from her. With a grunt and a roll of her eyes, Rainbow fluttered to the grown and stood by the purple mare's side.

"Happy?" She said with a spiteful tone.

"Not yet." Twilight tilted her cheek towards the pegasus.

Rainbow let out a quick sigh and gave her a kiss on the cheek, trying her best to make sure she didn't blush.

"That's better." Twilight said as she turned to give her marefriend a warm hug. "Now, I need you to come with me to visit Zecora. On the way, keep an eye out for a squirrel." Twilight winked and nudged her friend along, Fluttershy quietly followed close behind.

The three soon reached the edge of the forest, Twilight curiously glanced over to the mailbox at the edge. It was Zecora's. Ensuring no one was looking, she feinted a cough and sent a small jolt of magic into the box, causing the door to fall open. Several letters filled the box, likely including the one she had sent a few days ago. The worried mare gulped, she looked down and continued trotting.

"Her squirrelly squirrelly squirrelly!" Rainbow mockingly shouted into the dark woods.

"Shhhh, you'll scare him..." Fluttershy warned.

Rainbow Dash rolled her eyes, glad to make it as clear as possible that she didn't want to be there. Twilight held her worrisome expression as she approached the tree hut. The lights were all off and an eerie vibe surrounded the place. She looked back at the two pegasi, each glanced back and forth at the other and shrugged. She turned back to face the seemingly empty hut and cantered forward. Rainbow followed close behind and Fluttershy opted to wait there.

"Be careful you two!" The shy pegasus whispered as loudly as she could.

The two mares nodded and continued, something was clearly wrong and needed to be investigated. They reached the front door and Twilight immediately noticed two large gashes cut into the side. She gave Rainbow another worried glance and proceeded to enter. It was dark, and there was no sign of life.

"Zecora!" She called out, "Are you in here?" No answer.

Rainbow scoured the room with her eyes, catching glimpses of dark shadowy pony shaped objects in the dark. She backed out of the door. "Twilight, I don't think she's here, maybe we should go." She looked away as she spoke, knowing Twilight would see right through her otherwise.

"Hold on Rainbow, if you're scared, you can wait out here for me okay? I need to see if Zecora's hurt, she may need my help." Twilight turned away and headed inside, lighting the way with a light glow being cast from the tip of her horn.

Rainbow Dash shuffled for a moment, working up the courage she needed to head back inside. She'd hate to admit it, but she was quite afraid of the dark. "I'll uh, keep watch out here..."

Twilight giggled and rolled her eyes as she searched through several dark rooms. Each seemed empty, but her worries grew as she looked around to see all the decor and furnishings tattered and strewn across the floor. She quickly turned around to see a door slowly closing and creaking.

"Zecora?" She whispered, fear looming above her shoulders.

As she approached the door, she heard the faint sound of clicking coming from behind it. She reached a hoof out and touched the handle. With three deep breaths, she quickly flung the door open. A small squirrel rushed out of the broom closet and passed Twilight towards the exit. With a sigh of relief she turned around, only to gasp in fear as she found herself face to face with a clearly ill zebra. Her eyes were glazed over and something seemed to be crawling beneath her skin.

"Ze-Zecora? Are you alright?" She asked, not sure if she was even able to hear or comprehend.

The zebra stepped closer, her mouth slowly opening. Her jaw parted to an unusually wide width and large amounts of saliva dripped down her chin. Twilight quickly stepped backwards, she bumped into the wall behind her.

"Are... are you alright?" She reiterated, certain something was wrong.

Zecora lifted a hoof into the air, her balance seemed to be unstable. Then she began to quickly stumble towards Twilight. The terrified unicorn darted away as the disoriented zebra crashed into the wall behind her. She rushed outside and met up with Rainbow and Fluttershy.

"Guys, we have to get out of here! Something's wrong with Zecora, she needs out help but I don't know what to do!" Twilight shouted in a near state of panic, but Rainbow didn't seem to notice. She was staring off into the distance.

Twilight followed her line of sight and spotted a strange creature. It was large, about the size of a pony, and shining jet black. It stood on six pointed legs like a large insect of some nature. It's large shiny legs were visible through the dark. Rainbow's heart was beating a mile a minute and she looked over to Twilight. Fluttershy was shaken, she held her pet squirrel tightly and waited for Twilight to make a decision as to what they should do.

"Rainbow, let's slowly walk away, don't make any sudden moves." The two began to make their way towards Fluttershy.

Suddenly, Zecora came rushing through the doorway with a loud moan. She charged straight towards Twilight, who attempted to catch her in an aura of magic. The enraged zebra easily pushed through and  continued her attack. In an instant, Rainbow Dash rushed in front of Zecora and shielded the startled unicorn. With a piercing shriek, teeth sunk deep into the arc of her blue wing, cracking the hallow bone.  

"She bit me! What the hell is that?!" She cried out.

Twilight screamed and shot a large ball of magic into Zecora, knocking her slightly back and away from Rainbow. The injured pegasus jumped away and attempted to take flight, but her broken bone only sent beaming pain through her entire body as she tried to extend it. She gasped and teared up, trying her best to hide her pain and appear strong. Twilight noticed the creature seemed to have disappeared. She placed her hoof around Rainbow's flank and urged her away from Zecora, who was stumbling to her hooves. The three ran towards town, Rainbow needed medical attention immediately and they had to inform someone about Zecora.

As they approached the edge of the forest, they heard faint cries and screams coming from town. They quickened their pace, fearing the worst. To each pony's horror, the town was in chaos. A building was on fire, several ponies galloped in all directions as they fled from others pursuing them. The chasers seemed to be in the same condition as Zecora was, mindlessly attacking their best friends and lovers. Twilight spotted a familiar pink hoof frantically waving at her from within Sugarcube Corner.

"Guys! Get in here! Quick!" She shouted while intermittently ducking behind the door.

The three made haste as they rushed through the crowds. They jumped inside and Pinkie Pie quickly shut and barred the door behind them. Inside there were several ponies, each looked grim as if they had already given up hope of survival. In one corner sat a mint green unicorn, she inconsolably cried sat curled up in a ball. Two others desperately peeked out the window, A pale cream colored mare with a deep red mane and large brown stallion with an hour glass cutie mark, hoping for some sort of solution to happen upon them.

"Twilight, what's happening?!" Pinkie shouted, all traces of her usual upbeat demeanor painfully absent.

"I... I don't know Pinkie. I've never read or heard about anything like this ever happening. Have you seen Applejack and Rarity? I need to go check on Spike." Twilight Sparkle nervously shuffled and paced the room, trying to prioritize and figure out exactly what steps need to be taken.

"I don't know where they, but you can't go out there! Are you crazy?!" Pinkie pointed out the boarded up window with a hoof towards the rising chaos.

"I agree, no way I'm letting you go out there." Rainbow crossed her hooves and stood in front of the doorway.

"It's the only way we can get help, I need him to send a letter to Celestia... Not only that, I love him and I can't just leave him on his own. He needs me." Twilight's heart filled with pain as she considered the possibility that something could have happened to him.

Rainbow nervously looked off to the side, she hated to admit it, but Twilight was right, they needed him to send a letter to Celestia, it was the only source of help in sight. "... Fine, but I'm going with you."

"Thank you Rainbow." Twilight wanted her to stay, but knew she'd never agree and fighting about was a waste of what precious little time they had. Every second counted in this endeavor.

"Okay, I have to do this Pinkie, open the door and Rainbow and I will rush out. Quickly close it behind us and make sure nothing gets in. Keep an eye out for Rarity and AJ too, okay?" Twilight took charge.

Pinkie nodded with worrisome tears in her eyes. Fluttershy sat in the corner and tried to comfort the squirrel on her shoulder, if only to take her mind off the current situation. Rainbow cautiously tucked her wing in, despite the broken bone, she wasn't bleeding much, the zebra barely broke the skin. She knew she wouldn't be receiving any medical attention during this crisis anytime soon anyway. She readied herself near the door, Twilight stood next to her. Pinkie placed her hoof on the wooden bar holding it shut, then with a deep breath, yanked it up. The two mares quickly ran out into the blinding sunlight and were met by dozens of crazed ravenous ponies.

"Dear Celestia, what's happened to them all?!" Twilight prepared to run as fast as she could.

Rainbow quickly nudged Twilight towards the library and they both took off in a sprint. The crazed ponies quickly limped and stumbled behind them, moaning, almost screaming as they pursued. Horror pierced the two mares' hearts as they heard the cries behind them. As they approached the street corner that led to the library, a creamy white mare with a blue and pink mane wobbled out in front of them. She stood up and placed her hooves on Twilight's shoulders and opened her mouth as if she wanted to take her entire head in a single bite. She screamed and attempted to fight the insane mare off of her to no avail, her strength was clearly being amplified by whatever was affecting her. Rainbow cantered up behind the mare and delivered two sharp kicks to the ribs with her back hooves.

"Don't worry, I gotcha." The blue pegasus winked and trotted ahead.

Twilight sighed and looked down at the writhing pony on the ground. Her ribs appeared to be broken as she flailed her hooves towards her general direction. It was a painful sight, but equally horrific. The horde of ponies behind her was slowly beginning to catch up, she made haste and rushed to the library. Terror stuck the mares as the neared the entrance and realized it was wide open. It was dark inside, no lights were on, no sounds came from within. Twilight placed a hoof in front of Rainbow and stopped her from entering. The blue mare nodded and stood lookout, watching the stumbling crowd slowly approaching.

"Hurry up okay..."

"I will, and Rainbow, I love you." Twilight gave her a quick kiss and entered the dark home.

It was a mess, books lay strewn across the floor and furniture was toppled over. Suddenly she heard faint sobbing coming from upstairs. She immediately trotted up, remaining vigilant and ready for another surprise attack. As she approached her bedroom door, she spotted a large puddle of blood seeping from beneath it. She cringed and closed her eyes, with a deep breath, she forced the door open and her horn lit up with a bright glow. To her surprise, nothing attacked her, instead she spotted a crying baby dragon and the lifeless body of a pony she didn't recognize.

"Spike! Are you hurt?!" She shouted and trotted over to him.

He sat with blood dripping down his cheek, tightly clenching a small metal pry-bar in his claws. His eyes were flooded with tears as he stared up at his best friend.

"Twilight? Are... are you, you?" He asked, his shaking hands tightly gripping his weapon.

"Yes, Spike, its me..." She saw the pain in his eyes, realizing what he was forced to do. "I'm so sorry Spike, I should have been here to protect you from all of this... Please get up and come with me, we need to get you to safety."

Twilight nudged him off the floor and onto her back as she cautiously stepped over the mess he had left behind in self-defense. She trotted downstairs and met a nervous Rainbow Dash.

"It's about time!" She shouted, her eyes still focused on the dangerously close crowd of malicious ponies.

"I'm sorry, lets just get back already." The three headed back out and rushed away from the crowd, the opposite direction of Sugarcube Corner, but the only direction they were able to head.

As they neared a corner, they intended to head around the block and back track to the bakery. On the way, they spotted Applejack and Rarity in the second floor window of the Carousel Boutique. They all made eye contact and Rarity began frantically waving them down. The entrance to the store was already broken down and there were several rage inflicted ponies inside, their screams and moans filled the air.

"We have to help them." Twilight spoke and Rainbow nodded.

Spike jumped off her back and nervously looked around. "Twilight, where did these zombies come from?"

"Spike, they aren't zombies, and I don't know. We'll figure it out later." She opened the window above with her magic and lifted each pony down with a strong aura.

"Thank you Twilight, do you what's going on?! We need to get out of here, now!" Rarity shouted and began trotting in place.

Applejack nodded to show her appreciation and noticed Rainbow's wing was tucked in more than usual. "Y'alright Dash?"

The pegasus nodded and tucked the injured wing in further. "Alright, we need to get to Sugarcube Corner, Pinkie has it boarded up pretty tightly, I think we'll be safe there for the time being."

They all agreed and began quickly trotting down the road. Just then they heard a frightful scream, behind them, a dirt covered pony came rushing towards them at a full gallop. This was the fasted one they've seen by far, they knew they wouldn't be able to outrun it, and decided to fight. Applejack took the front line and braced herself for impact. With her front hooves she caught the charging pony full force and tumbled across the gravel road. She kept a hoof on it's neck and forced it off of herself. Rainbow was Quick to deliver another powerful kick straight to it's head. The attacking pony seemed to be unconscious and Applejack quickly stood back up.

"Nice teamwork Dash, say, you ain't bit are ya?" Applejack's eyes were prying and serious.

"I got bit by Zecora earlier, she was like them and I didn't expect it. Why?" Rainbow stretched the wing out as far as she could, revealing the bite-mark.

It looked much worse already and was clearly infected. Applejack glanced of to Rarity with tears in her eyes. "Guys, I saw someone get bit, it was much worse that that, but a few minutes later, they were like the pony who bit em. It was like she just lost her mind and began attackin' everything in sight."

Rarity spoke up as well. "I saw... I saw my dad get bit, it wasn't long after that before he turned around and bit my mom..." The tears in the white unicorn's eyes were prevalent, she was struggling to cope with her loss.

"I'm fine guys, you don't see me attacking anyone do you?" Rainbow lowered her eyebrows and crossed her hooves.

Twilight didn't know what to make of it, she loved this mare, and wouldn't allow the thought of her becoming like those monsters make it's way into her mind.

She changed the subject. "AJ, where's Applebloom, and the other kids, are they alright?"

"Yeah, they're all bunkered down in the school, they got it locked up good and tight. No one's gettin in or out of there anytime soon." The orange pony said, relieving Twilight with the first bit of good news she's heard in a while.

"Okay, let's head back to Sugarcube Corner then." The five cantered down the road towards their destination.

As they approached the final corner of the block, Rainbow stumbled and fell over on her side.

"Dash! Are you alright?!" Twilight rushed to her side and attempted to lift her back to her hooves.

"Yeah yeah, I just slipped is all." The strong mare stood back up and felt as if she was about to puke.

Rarity and Applejack looked at one another with worried eyes, knowing what was happening. They also knew it would be far too difficult for Twilight to accept the truth. So they stayed silent and led the way while Twilight stayed by Rainbow's side and helped her slowly walk along. The crowd of ponies that once stood  behind them was now back in front of the bakery, violently beating on the door. It wasn't going to be easy to get in. There wasn't a back entrance, and the side door was just as blocked off as the front.

Rainbow Dash began to cough into her hoof and gag, leaving large amounts of blood behind with each heave. Twilight pat her on the back and held her mane back. She noticed the looks the other two mares were giving them. "Look, I know what you're thinking, but that's impossible. Rainbow would never hurt any of us, no matter what, understood?!" She shouted.

"She's right guys, I'd never hurt any of you. I love you all... I just want you to know that okay? I really do love you guys..." The blue pegasus pushed Twilight's hoof away and trotted up to Applejack.

She leaned in and whispered in her ear. The strong willed earth pony began to cry and nodded. "Alright Twilight, I have a plan, come over here and I'll tell you."

As the trusting purple unicorn trotted past Applejack, she was pushed into the ground and the earth pony sat on her back and placed her hooves over her horn. Rainbow trotted over to her with a heartbroken expression. "I'm so sorry Twi, but this is the only way you'd listen to what I have to say. Look, I love you, thanks for everything you've done for me. You're my best friend and I remembered something I told you before, a promise actually. I told you I'd die before I'd let anything happen to you. I said, I'd gladly give my life to protect you, and it's true."

Twilight's eyes were soaking the dirt road beneath her, she knew where this was going but couldn't do anything to stop it. Rainbow looked up to the other two mares. "I know what's happening to me, and I'm not going to waste my last few minutes here sobbing about it. I love you two, tell Pinkie and Fluttershy I love them too. Take care of yourself Spike, you're a good kid. Well, see ya guys on the other side right?" Rainbow gave her friends a quick salute and trotted down the road towards the crowd.

Twilight screamed out as loud as she could, breaking Applejack's heart as she held her desperately struggling friend down. Rarity covered her eyes and wiped her tears, a painful emptiness taking over as she realized another loved one would be lost soon. Applejack watched her walk down the road, Spike stood stoic, not sure how to react to the situation.

Rainbow Dash faced the horde with brave eyes. She charged forward, rushing right past them. Her balance was wobbly at best but she made sure not to fall as she lured they crazed ponies away from the bakery door. It seemed to be working, they all followed her with hateful sounding screams. As the blue mare neared the end of the road, she slipped and fell down. She tried to stand back up but stumbled over and fell again. The crowd soon caught up and descended upon her.

The other four didn't watch, they owed Rainbow their lives right now, and couldn't be more grateful. However, the pain of losing her was weighing in, especially on Twilight. Rarity and Applejack did their best to carry the sulking unicorn into the bakery, Spike followed closely behind, equally as saddened by the loss of a close friend. They knocked and a terrified Pinkie immediately let them in and shut the door behind them, hyperventilating the entire time.

"Where's... Where's Rainbow?!" She asked. The others simply looked down and shook their heads.

"She didn't make it, but she saved our lives..." Rarity spoke up, looking Pinkie in the eye.

The four sat down and took a moment to catch their breaths. Twilight looked up with tear filled eyes. "Pinkie, I need a quill and parchment."

The pink mare nodded and quickly retrieved the requested items. Twilight then began to write her letter. She included every detail she could think of, where they first encountered the incident, the large black creature in the forest, how the condition seemed to be contagious and spread to body fluid contact. Upon completion, she rolled the letter up and had spike send it on it's way.

"The princess should send help, or maybe even come here herself and save us." Twilight rolled over on her side and faced away from her friends. She spotted the green unicorn in the other corner, still sobbing and holding her own stomach. She recognized the pain in her eyes, she felt the same way. Before long, the emotional trauma and stress caused her to faint.

***

"Twilight, wake up! Celestia sent a letter!" The purple mare began to inch her eyes open.

She soon realized that she had dreamed the voice, and was alone in the empty bakery. "Hello?" She called out. No answer.

Twilight stood up and began to walk around in search of her friends. No one was around. She headed outside and shouted down the pitch black roads and alley ways, the only answer was her own echo. "Hello?! Can anyone hear me?!" Still no sign of life.

Her horn lit up and sent a ball of light floating down the street, illuminating the way. As it neared the end, she saw large barricades and bio-hazard signs. Has the city been evacuated? She wondered.

Suddenly the moon broke through the clouds, lighting the abandoned city. Buildings were in ruins, and there were dozens of lifeless bodies lining the streets. She figured she must have been counted among the dead if something had happened in Sugarcube Corner. One thing she still wondered, and couldn't figure out was: Why did her friends abandon her? There wasn't a reasonable answer to that. She trotted towards the library, it was dead quiet the whole way there. She made her way up to the top floor and looked to the mountain top in which Canterlot rested through her telescope. It was dark, not a light in the city was lit. Horror struck once again as she imagined Canterlot had suffered the same catastrophe as Ponyville.

She went back outside and wandered the streets, heading down the main road towards the next city, Manehatten.

"Hello?" She called.

"Is anyone out there?" Silence her only response.

"Am... am I alone out here?"