The Mountain Dew fest was rather nice actually. A lot of music, a lot of dancing, a lot of country food and copious amounts of the beverage for which the festival was named; a sparkling light lemony drink brewed from honeysuckle and dewshine flowers that grew on the mountainside. Twilight actually was motivated to secure a few barrels for the ship's stocks. A little speech-giving (which had to be shortened as nearly all of her index cards had mysteriously gone missing(1)), some hoofshaking, a little baby-kissing (that had been fun) and, at the end of the night, at the urging of her faithful #1 assistant and pressure from the crowd, some dancing with her Captain of the Guard (that had been mortifying, nerve-racking, and... maybe a little fun too?) and they had managed to slip away as the ceremonies wound down.

It was now early morning. The horizon was just starting to turn pink with the promise of dawn. The three of them--- Twilight, Spike, and Flash Sentry-- were up on the launchdeck atop the Guiding Star's envelope, preparing to launch Twilight's little private balloon for their flight to Hollow Shades. There was a surprising amount to load, to Spike's predictable disgruntlement. "Why aren't we having the staff do this?" he asked, loading another box into the increasingly cramped basket.

"Because we're supposed to be college students on a budget, and that won't sell if we have to struggle to load and unload this all ourselves," Twilight said factually. "Real students would stick to that."

"The fact that we're arriving in a private balloon might be a giveaway on that," Spike grumbled.

"Not really, Spike," Flash said, tossing a load of camping equipment in. "Private balloons are kind of common among pegasi, at least. Comes in handy for hauling stuff, and it's cheaper than sky chariots. Easier on the back too, since you can climb aboard and let the wind and the lifting gas do all the work. " He got a faraway look in his eye. "Used to have myself a little one-seater back in my high school days. That thing was more patches than envelope, but I loved it to death..."

"Sounds fun." Twilight regarded her old balloon. She'd disabled the magic propulsion runes--- that was just a little too obviously "royal luxury," in her opinion-- and strapped an engine on the side of the basket: a clunky, secondhand propeller and engine, similar to the one that Tank the Tortoise wore, if a few sizes larger, and equipped with a rudder sail for steering.  That and a few "patches" had rounded out the retrofitting. Now the balloon would pass as the sort of battered hand-me-down a couple of college interns would be using to putter about. She'd even added a few scuffs and stains here and there to make it look more worn. Attention to detail, Twilight thought smugly.

Spike yawned mightily as he went over the loading checklist. "Aren't we starting out awful early?" he said. "The sun isn't even up."

"We don't want to be seen leaving, Spike," Twilight explained. "The fewer ponies know, the better. Thankfully most of the town is still sleeping in late after all the festivities last night."

"Wish I was one of 'em." Spike added another yawn.

"Plus, it's going to be at least a two hour flight," Twilight added.

"Two hours?" Spike said. He pointed at the looming mountain peak. "But Hollow Shades is just on the other side of that mountain!"

"Yes, but we're taking the scenic route," Twilight said. "A nice long circuitous route so that we fly into Hollow Shades from the Southeast instead of the West. Just another little thing to make it less likely anypony will connect us back to the Guiding Star and the Royal Princess Tour."

Spike rolled his eyes. "You're really getting into this whole 'undercover secret identity' thing, aren't you," he said.

Twilight leaned in till her nose was an inch from his, and gave him a smirk that clearly said 'I know you're being a wiseass and I don't care.'

Flash Sentry chuckled as he looked over the balloon's guy ropes. "Is that your little way of telling the Princess she's overdoing it?" he said.

Spike looked at him with half-lidded eyes. "No, this is my little way of telling the Princess she's overdoing it," he said. He turned around and clapped Twilight's smirking cheeks between his hands. "Twilight, you're overdoing it."

Twilight continued to smirk. "Funny Dragon."

Flash had to smother a snort.

The town clocktower softly tolled out the half-hour. Twilight looked over and checked the time. "Um, time's getting short, we'd better change. Excuse me, boys..." she ducked around the other side of the half-deflated balloon, out of sight.

"Probably a good idea..." Flash disappeared behind a stack of crates as well.

When she came back around, her tiara, peytral and shoes were gone. She was wearing a large, baggy sweater with patches on the elbows, a short skirt, and a pair of large thick-rimmed spectacles, and had her mane done up in a simple no-nonsense bun. Her magic compact was on a chain around her neck and she had two battered old panniers hanging on her hips. she turned about. "How do I look?"

Flash coughed and smiled. "Very cute-- aherm, in a... smart bookish college filly way, of course." Twilight's cheeks warmed a bit. "Clever. The sweater hides your wings and the skirt is long enough to cover your cutie mark."

"Yeah, it's kind of a disadvantage to undercover work when the palace makes your butt part of the royal seal," Twilight muttered. She looked over at Flash and Spike. "And... um, that's it?"

Spike looked down at himself. He was wearing his usual.... nothing. "Hey, it works for me," he said.

Flash was a different story. He had left his armor back in his office this morning, obviously, but now he was wearing an enormous hiking backpack, a baggy hoofball jersey... and that was it. He shrugged. "Hey, it was what I wore in college, and the old jersey still fit, so..."

"It's a little... scruffy," Twilight complained. "And are those stains on the hem...?"

Spike and Flash looked at each other and grinned. "Hey Spike," said Flash. "What are we?"

"Men!" Spike said enthusiastically, throwing his fist in the air.

"What kind of men?"

"College men!"

"Which means we are also...?"

"TOTAL SLOBS!" The two cheered their little recital.

Twilight rolled her eyes. "Males," she said.

Flash chuckled. "To be fair, Princess," he said. "You wouldn't expect a college frat rat to be wearing anything clean-pressed and ironed, would you?"

"Okay okay okay, fine," she said, waving her hoof in defeat.

"Um, aren't you gonna carry a spear or sword or nothin' though?" Spike said, frowning. "I mean,...."

"No worries about that," Flash said. "Watch." He pulled his right wing in close to his side and then thrust it out. There was a SHING! and a long single edged blade shot out of the wing-sleeve of his shirt, locking along the front edge of his extended wing.

"Coool," Spike breathed, reaching out with a claw to carefully tap the blade.

"I'm not about to neglect my duty to protect Princess Twilight by going out unarmed," Flash said. "But a wingblade is a little more subtle than a full suit of armor. And they're common enough among pegasi who want to exercise a little self-defense." He flexed his wing again and with a click-clack chink the blade disappeared under his shirt.

Twilight nodded, shuddering a bit. She'd seen Celestia's pegasi guards wearing the blades before... they'd scared poor Fluttershy half to death with them back when Celestia had visited Ponyville for tea. She sincerely hoped Flash had no reason to use them. "Good to know, I suppose," she said.

"I also brought a crossbow." He tapped it where it hung by a strap from the side of his backpack, next to a quiver of bolts.  "Because nothing says 'stay away' like a tool that can poke holes in a pony way over there. I also stuffed a few odds and ends in that might come in handy... depending."

Twilight nodded absently. She looked into the basket, then double-checked her checklist, then checked the basket again. "Wait, we're missing some things," she said. "Crate 1-5 of my equipment... and panniers A, B, and D...."

"Uh, no we're not," Flash said. He dusted himself off a bit and looked apologetic. "Sorry, your highness, but most of that stuff was a bit high end for a college intern to be lugging about. Some of that equipment, your hypothetical college professor would have had a half-dozen heart attacks if he knew an intern had her hooves on it..."

"But--- but--!" she protested.

"There wasn't anything in that equipment that you couldn't do with your little field kit, was there?" he pointed to a small case tucked in one corner. "For alicorn detecting, or the like."

"No, but using that thing is like replacing a full toolbox with a Swiss Army knife! The degree of precision in the measurements and statistical..." she sputtered, half pleading. Flash just kept his face impassive. She sighed and gave in. A few hairs sprang out of place. Working in the field with nothing but a field kit; what had she sunk to? "Right, right..." she looked at her list and, with an expression almost of pain, scratched several items off. "Okay, then I guess we can move on to a quick review of our itinerary for our arrival. Once we arrive at Hollow Shades, we'll check our reservations at the local hotel I had you place and--- what?"

Flash Sentry was shaking his head. "Uh, I didn't let Spike place them, Highness," he said.

A hair sprung loose on Twilight's mane, but she maintained control. "What do you mean you didn't let him place reservations at the Hollow Shades hotel?" she said. "I specifically put it on your schedule for that day to make sure to mail a---"

"A reservation? From our blimp? On royal stationery? From the household staff and guard service of the Princess of Friendship?" Spike said, sitting on the rail of the balloon basket with his arms crossed.

Twilight raised a hoof to rant, and wilted. "But...but  where will we stay once we arrive? What if they're booked full and don't have any spare rooms? I don't know of any other hotels or inns at Hollow Shades---"

Flash seemed infuriatingly unperturbed. "Then that's what the tents are for," he said, pointing to two canvas rolls in the bottom of the balloon basket.

"Tents??" Twilight said.

Flash looked at her curiously. "Didn't you ever go on any field trips or expeditions while you were going through college...?"

"Of course I did! Princess Celestia took Spike and me out on them all the time! We never went anywhere that we didn't book accommodations in advance--- we PREPARED!"

"Ah, yeah. You might find that going on a field trip as a normal college student is a little different than going on the same trip with the ruler of all Equestria as your bunkmate," Flash said, shaking his head in amusement. "Look, Highness, college students generally fly by the seat of their pants..."

"They what?" Spike said in bafflement.

Flash shrugged. "Pegasus saying. Anyway, they have to improvise, especially on a road trip. They can't usually GET reservations--- for hotel rooms, restaurants, or anything else--- because they can't afford them in the first place. So they'll hit a youth hostel. Or camp out on the road side, or sleep in their wagon, or crash on a friend or relatives' couch, or even sleep in someone's barn for a few bits a night. If we want to maintain this cover, we're not going to have a royal expense account, or a palace staff to 'smooth over' any difficulties getting a room." He gave her a cockeyed grin. "Afraid things aren't going to be nearly as pampered as you're used to."

Twilight scowled at her Captain of the Guard imperiously. She wouldn't have bothered if she'd known he thought her pooched lower lip just made her look cute. "I am not pampered."

Flash just cocked an eyebrow.

"I am not!" She gave Spike an uncertain look. "I'm not, am I?"

"You've been Celestia's student since the day I was hatched, you've got a live-in dragon assistant, a Royal stipend,  your first home was in the palace, your second was an observatory tower paid for by the Princess, and the third was a library the size of a mansion...." he said. "So kinda, yeah."

Twilight pouted.

"Well... " Flash averred,  . "Let's just say you haven't had any real reason to live spartan." He shrugged the backpack off and tossed it in the basket. "Come on, your Highness-- it'll be good for our cover. Nothing says 'authentic college student' like having to rough it because we're low on dough. Besides, it might be fun." He gave her a cockeyed grin.

She felt her mood thaw at his smile. Or perhaps go soft and gooey like warm caramel. She silenced her inner panicking pony as best she could, smoothing her mane down with a hoof.  "All right, then," she sighed. "But so far as having a cover goes, you'd better get in the habit of calling me 'Twilight' and not 'Princess' or 'Highness.' "

"Understood your Hi-- ahem. Twilight." Flash hopped aboard the basket and, ever the gentlestallion, offered a hoof to help Twilight aboard. With a curtsy, she climbed in.

The lines were cast off, and they gracefully ascended from the Guiding Star's upper launchpad. Silently they rose, quiet as a lingering dream above the sleeping town. In minutes they were above the clouds and turning with the guiding wind.

Only once they were above the cloudline, and unlikely to disturb anyone, did Twilight start the engine. With a rumble and a buzz it came to life, slowly but surely sending them on their way."Did you read those books I gave you?" Twilight asked Flash.

Flash grimaced. "Yeah. Hoo-boy. Sure didn't get much sleep last night!" He gave Twilight a look. " Good night, Prin-- er, Twilight. Those legends about Hollow Shades are enough to make a pony's mane stand on end. And the travelogue was almost as scary as the folklore!" His brow furrowed. "Are you sure you want to be poking around Creepyville Central looking for alicorns?"

Spike heard this and looked perturbed. "Excuse me?...Creepyville? Hello?"

Twilight made a moue of annoyance as she set the balloon's course. "Flash, Alicorns, nascents and the like are going to tuck themselves away in hidden away locations. And it doesn't get any more hidden away than the most reclusive village in Equestria."

"Most reclusive, and most haunted, according to the travelogue you gave me," Flash said. "This town is in the middle of the Gothic Forest. Not next to, not on the edge, in the middle. Speaking for myself, were I an alicorn, I sure wouldn't choose that place to live. It's like the setting of half the horror novels in the Equestria Daily book-of-the-month club!"

"...Horror novels? Hello?" Spike tried to interject.

Twilight finally heard him and sighed. "Spike, Hollow Shades is just a quiet, sleepy, sheltered little town in the middle of a really old forest. .."

"And Ponyville's just a farming community," Spike snarked, "on the edge of the Everfree."

Twilight's nose scrunched. "Fine, so it is featured on the list of Equestria's ten most possibly Eldritch regions--"

"Number four," Flash muttered, reading off the back of the travelogue. "Right after Scariest Cave in Equestria and ahead of the Everfree Forest."

"---But you have to remember, Spike, all the ghost stories and creepy tales coming out of the place are just that, stories and tales."

Spike just stared at her. Unblinking.(2) "Gimme the book."

Twilight cocked an eyebrow. "I really don't think it's a good idea for a baby dragon--"

"I'm fourteen--"

"To be filling his head with scary stories. They'll mess up your sleep AND prejudice you against---"

"I wanna know what you're getting us into. Gimme the book."

"They're just old mare's tales, Spike!"

The stare under his beetling brows grew more intense. "Don't make me say it, Twi."

Twilight huffed. "Spike---"

"Nightmare Moon, Twilight." He held out a hand and made 'gimme' motions. "The book, please."

"Fine. On your own head be it..." With a roll of her eyes, Twilight levitated the book of folklore and the travelogue over to the waiting dragon, who promptly sat down in a corner of the basket and began reading, his eyes slitted with grim determination.

By the time they meandered around the Dewshine Mountain, his slitted eyes were as round as saucers.

It was easy to tell when they began to fly over the valley of Hollow Shades. There was an almost tangible change to the atmosphere; almost a flavor in the air, of deep forests and the onset of dusk. The sun, despite it being nearly noon, faded behind a curtain of clouds, and the ground below grew dark, blanketed with conifers whose steeple-like crowns pierced upwards below them, some of them almost brushing the bottom of the basket. It took one a few moments to realize that no, the balloon had not dropped in altitude; the dark evergreen trees below truly did reach that high...

It was a vast, wide valley, a bowl ringed by mountain peaks,  covered in a blanket of trees, the uniform green broken only by a single lake that split up the center of the valley like a massive wound. A few inlets could be seen; frothing white as they tumbled from the trees down into the placid waters below, but no outlet could be perceived. Even from over a thousand feet in the air, it was obvious that the waters were dark, and deep, and cold.

They floated in over the lake toward the harbor at its northernmost tip. Twilight was looking through the travelogue and reading aloud, to refresh all their memories. Flash Sentry was looking worried and going over his weapons and supplies. Spike was looking like a train wreck victim, huddling in a ball in one corner and clutching the unfortunate folklore book to himself like a shield.

"...Due to climate and topological anomalies, the Hollow Shades valley experiences very little annual sunshine," Twilight was reading aloud. "Most of which is absorbed by the unbroken forest of sequoia and other evergreens that cover the valley from mountain slope to mountain slope. The Valley is divided from its southernmost end to 2/3 of the way to the North by Rally Lake..."

"The proper pronunciation is R'lyeh," Spike muttered.

"The lake, though entirely landlocked, remains perpetually fresh; it is believed that there is an underground river serving as an outlet down in the as-yet unfathomed depths of the lake."

"An explorer tried to find the bottom with a diving bell," Spike muttered, staring ahead. " Reached nearly a thousand feet. When they pulled the line up on the fourth time, they say there were teeth embedded in the end of the rope..."

"The town itself extends from the harbor and winds up among the trees, deep into the forest itself--"

"Where the sunlight never shines..."

"And is actually a scattered collection of houses, settlements, small farms, and manors, old, new and long abandoned---"

"Translation: HAUNTED..."

"AHEM." Twilight glared briefly at Spike, and continued. "The flora and fauna of the region are little studied, though many of the townsfolk can give the traveler sufficient advice--"

"Like the warning 'Turn Back'?" Spike suggested.

"-- and visitors new to the region are cautioned to not wander off into the deep forest, as there are reports of dangerous creatures..."

"Zombies, vampires, ghouls---"

"SPIKE! The only thing they've confirmed there are things like timberwolves, snakes, star spiders..."

"Oh yeah, I like the bits about spiders. Like how they've gone into the deep woods and spotted spiders the size of a pony face." He looked at her. "Excuse me. The size of a SCREAMING pony face--"

Twilight's eyebrows tabled. "This is your own fault for reading that book of folklore."

He waved it at her. "You mean the book of folklore you made your bodyguard read?" Spike snapped. "Don't jerk my chain, Twilight. We're going out looking for wild alicorns. Chasing myths and legends. You know what kind of myths and legends Hollow Shades has? The kind that ponies think are scarier than the Everfree Forest." He flipped open the book and showed her a picture of something extremely gruesome looking that was in the process of doing something extremely gruesome looking. "I'm inclined to agree with them! They've got a story here about some pony getting eaten by a tree, Twilight. A TREE!"

Twilight closed the travelogue and gave him a patient look. "Spike, I know you're worried. And frankly I'm kind of glad-- this can be a risky adventure we're going on; it was enough to make Princess Celestia worry. But you can't let your fears control you. Remember, the Everfree is scary, but it did turn out to be a lot less dangerous than everypony thought. We're in and out of there all the time, aren't we? I even go and visit Zecora there once a week now!"

"And it's still dangerous," Spike scowled. He'd never liked the fact that Twilight and her friends had gotten so casual about traipsing into the Everfree, Zecora or no.

"Exactly," she said, rubbing his headspikes with her hoof. "But we know enough to keep a level head, don't we? That's what we need to do here: keep a balanced perspective." She tucked her travelogue away and turned back to the helm. "Now come on, you two; get ready. I'm going to bring us in for a landing."

Spike grumbled and turned to pick up his backpack. Flash nudged him. "Psst.. Here," Flash said, setting his oversized hiker's bag next to Spike. "Check this out; it'll make you feel better."

Curious, Spike looked over. Flash began going through his gear, opening pockets and unzipping sleeves to show him things. He pulled out one of his crossbow bolts and handed it to the dragonling. "Check it. The shafts are pressed from a mix of oak, holly and flying rowan wood." He tapped the tip; it was tri-bladed, and made of two different metals. "Silver, iron--"

"Cold Iron?" Spike said knowingly.

"SKY iron," Flash said. "Shooting star metal, from Luna herself." He took the bolt back and slipped it into a slotted box, and attached the box to the crossbow. Spike could now see that the crossbow had two steel bows, over and under. "Single shot or Rapid fire. Wind up the lower bow, and it cocks and shoots the upper one as long as you hold the trigger and there's a bolt in the cartridge. Anything gets within twenty feet of us, it's gonna be a pincushion."

"Yikes. Sweet, but yikes." Spike tapped the bow with a claw tip.

Flash slung it back in place on the side of his backpack. He pulled out a bundle of stakes and a hammer.

"Tent stakes?"

"That too. But they're solid oak, and nice and sharp." Flash took one, and slotted the flat end into a groove on the head of the hammer. "And now, it's a bad case of vampire heartburn." He gave a short swing, indicating how the spike-hammer could be used.

Spike chuckled, then sniffed, his nose wrinkling. "Well, you're sure thorough; it smells like you soaked 'em in garlic."

"And a few other things." He stowed the vampire stakes and hammer away, and pulled out a paper bag. "Garlic, rosemary, onion, sage, sea salt--" he shrugged. "It's amazing how many cooking spices and herbs have monster-repelling powers." He handed the bag over to Spike. "I've made some satchels, but since you're going to be camp cook..."

Spike gave the contents of the bag a look. "Maybe I shoulda just brought a hand-cannon loaded with my marinara sauce," he said, cocking an eyebrow wryly.

Flash laughed. "Well I hope you get my point," he said. "I got a look at those books and I loaded for Ursa Major. I've got stuff for werewolves, vampires, zombies, ghouls, ghosts, ghasts, changelings, timberwolves, twittermites...."

"That why the pack so big?" Spike said.

"Posted a note to keep one on the Guiding Star at all times," Flash said with a smirk. "I'm hoping to talk the Guard into having one with every troop. Once they're field tested anyway." He shrugged. "Point I'm making is, you don't need to worry. This isn't some horror flick and we're not three dumb teenagers walking into a haunted mansion with nothing but a beer keg and three brain cells between us, splitting up the party and chasing the boogeymare armed with nothing but a flashlight." Spike snickered at that one. "We're veterans, okay? Armed to the teeth and crazy prepared as Princess Twilight and I could get us. I'm a royal guardsman, Twilight is the Alicorn of Magic...

"And you, well you're our ace in the hole."

"How do you figure that?"

"Did you forget what you said yourself yesterday?"Flash gave him a playful jab in the shoulder. "You're a dragon. You're magic resistant, tough as nails and most importantly, you breathe FIRE. Heat and light and flame, anything I've ever heard of is vulnerable to those. In your own way you're the baddest little dude in the valley."

"Heh. Yeah. Yeah!" Spike perked up. Then he looked a little sheepish. "I, uh. I kind of forget sometimes."

"It's okay; sometimes you have stop and remember to be brave." Flash's voice got serious. "I'll tell you though, I'm glad you're along. If there's anything out there that can get through all this stuff, even if it's everything in that book of boogey-monsters, your claws and fire will stop it cold. So I'm counting on you to help me watch Princess Twilight's back, okay?"

"As if there was ever any doubt," Spike said. He held out his fist for a hoof-bump; Flash gave it readily.

"Do me a favor, huh?" Flash said. "write up a quick inventory of the stuff in there. Most of it was a quick stuff-and-grab last night..."

Spike saluted. "You got it," he said. He pulled a quill and parchment out of his own pack and sat down to catalog the content

"Coming up on the pier," Twilight said. "Get ready to cast off the lines."

"Aye aye," Flash said. He took up the anchor lines and stood next to her.

Twilight looked over at him as she steered the balloon. "Thank you for that," she said to him under her breath.

"Heard that, did you?" Flash muttered back.

"It's a gondola, not a flying yacht," she said. "I was standing three feet away. Anyway, thank you for humoring him."

"...Humoring him?" Flash gave her a double-take.

"I know he gets wound up in comic books and pulp novels and he lets his imagination run away with him, so showing him all that 'monster hunting gear,' " she made quote-marks in the air with her hooves, "helped him calm down..."

Flash cocked an eyebrow. "Prin-- Twilight," he said, "I wasn't humoring him."

Twilight gave him her own double-take. "You can't mean... you don't honestly think all the legends about this place are true, too?" she said in disbelief.

Flash's expression didn't change. "No, but I don't know which ones ARE," he said. "So I prepared accordingly."

"Which means you grabbed everything you thought you could use to smack a monster in the mush and stuffed it in my balloon," Twilight groused. "Is that the real reason you dumped my equipment overboard? To make room for all this superstitious monster-under-the-bed stuff?"

Flash's eyebrows dropped into a scowl. "Have you forgotten the warning Princess Celestia herself gave before we left?" he said. "She all but admitted that even she avoids this place because of the stories that come out of it. And she's the Alicorn of the Sun!"

"That hardly means that we're going to be fending off vampires or zomponies or-or-or the latest Equestria Studios creature feature!" she snapped, inexplicably irritated.

"Well, I have to agree with Spike on this one," he retorted. He pulled out the crossbow. "And you know the nice thing about monster-killing rapid fire crossbows?"

"What?"

"They'll punch holes in normal things, too." He smirked and cocked it once. Ch-chak!

Twilight just looked at him. "This is a stallion thing, isn't it? One of those stallion things I keep hearing about."

"Just doing my job, Princess," he answered.

"Ugh, between the two of you I'm going to go absolutely spare, aren't I..." she continued to natter as the balloon slowly dropped below the treeline. The already dim and overcast day grew darker as the leviathan trees rose around them, blotting out more and more of the sky. It was noon, but soon it looked almost like dusk. The boughs reached around them, closed overhead, till it seemed they were flying down the mouth of a cave, a cave floored in lakewater and roofed in twilit green.

Slowly the harbor came into view; a tiny wooden jetty sticking out into the water, so small against the vastness of the lake it looked like a handful of matchstick buildings. There was a platform for landing balloons-- which only made sense, as it was one of the few ways in and out of Hollow Shades. Lights were burning to guide any travelers in.

The threesome was muted by the stillness around them. Twilight shut off the pusher motor and let the balloon glide in. They floated over the few rowboats at the dock and landed with a soft bump on an open space on the landing pad. As Flash and Spike hustled to tie the balloon down, a pony came out of the nearby tin shack and shuffled in their direction, carrying a lantern. "Kin ah help ye?" He mumbled.

Twilight looked him over. He was a dark blue-gray pony with a mane so dark green as to be almost black. He had a droopy pencil thin mustache and goatee. In fact everything seemed to droop about him; his mane, his ears, his limpid, watery eyes. Even his clothes seemed to droop; his sou'wester hat and fisher-pony's coveralls, his enormous mackinaw raincoat, all seemed to hang on him like he was perpetually drenched. Even though his lantern was guttering and dim, he squinted against the light.

Twilight nervously sprang into her rehearsed speech. "Ah, yes, I'm Twilight Twinkle from Canterlot University? And this is Flash and, er, Spike... We're doing a study on the legends and folklore of the region?"

The droopy fellow looked at her, apparently ruminating what she had said. "Gon' be stayin' a while, then?" His tone said 'your funeral' as clearly as the words would have.

"Er, yes. A week or two at least." Behind her, Spike and Flash continued strapping on as many bags as they could carry.

He ruminated some more. "Better git on up to the Inn," he said, pointing inland and uphill. Windows and lantern light could be seen through the trees, under the silhouettes of shingled rooftops. "Rain comin' soon."

"Really?" Flash blurted out, looking up at the barely-visible sky. "How can you tell?"

"'Salways a rain comin' soon, this time o' year." Almost on cue, a few drops pattered down. He looked them over. "I'll stow yer balloon, 'n have someone haul the rest of yer stuff on up." He held out a hoof.

"What? Oh, ah, thank you!" Twilight shook his hoof cheerfully. "Very kind of you, Mister...?"

"...Angler." The pony looked at his still-empty hoof, bemused.

"Well, thank you Mr. Angler. Come on, you two, we've got a room waiting for us!.... I hope," she said. She hitched her backpack and panniers up and started trotting up the winding path into the town.

Behind her, Flash rolled his eyes and hoofed the dockmaster a short stack of bits. He and Spike hustled to catch up, looking to dodge a few raindrops. Mr. Angler, his expression unchanged, tucked the bits in his pockets. "Young Feller? Spike?"

Spike stopped. "Er, yes?"

Angler nodded briefly. "Be careful. Don't go out after dark."

Spike gulped at the ominous warning. "Heh. Looks like it's always dark around here," he tried to joke.

Angler considered his words and nodded seriously. "That it is, young feller."

Spike wilted and most emphatically did NOT feel spiders jitter up his back-spines. He decided to can any snappy rejoinders for later. He spun on one heel and galloped after Flash and Twilight as fast as his stubby legs would go.

Angler watched the trio trot up the crooked trail as the rain began to patter down in earnest. His photophores glowed briefly; there were splashes in the water, and his help began shuffling up the dock to unload the strangers' balloon. He scratched at his gill ridges under his collar with his free hoof.

"Eh, tourists," he said.

1)Spike had been in charge of her spare book bag and while we shan't say she smelled a rat, she did smell smoke)

2)There were many levels of Stare in Equestria, including serpent, dragon, basilisk and Fluttershy. A baby dragon wasn't about to turn anyone to stone, but if he wanted you to know he was Staring at you, you darned well knew it. Next Chapter: Chapter 34 Estimated time remaining: 29 Minutes