Applejack’s hooves pounded against the dirt of Ponyville’s main street. She kicked up clouds of dirt in her wake, and the noise drew the attention of every pony out and about that day. Unfortunately, Applejack didn’t have time to stop and socialize.
As Twilight’s library came into view, her pace only quickened.She didn’t bother to stop, instead she pushed the door open with her head and slid to a stop inside. “Ah’m sorry, I came as quick as I could!” Rainbow Dash, Pinkie, Rarity, and Spike all turned their heads as she entered. Fluttershy laid motionless on the floor in the center of the room.
Applejack gasped and rushed up to her friends. “What’s goin’ on? The only word I have to go on is what Pinkie told me, which was “Fluttershy, danger, Twilight’s now!”” Applejack repeated in a poor imitation of Pinkie’s voice.
“Heh, about that..” Spike replied. “I told Pinkie that Fluttershy was in danger, and to get everypony to meet up back in Twilight’s library.”
“Well, here we all are!” Pinkie said with her usual cheerful voice. “What’s going on, Spike? What’s the danger?”
“Speaking of, where is Twilight?” Rarity glanced around. “If there’s any sort of danger I’d feel better with all of us here to deal with it.”
“That’s just it!” Spike said frantically. “They’re fighting the danger, right now!”
“What?!” Rainbow Dash yelled and flew about the room. “What is it? Some invisible monster? Did Twilight have to go invisible to fight it?!”
“You can do it, Twilight! Give that invisible monster the old princess one two!” Pinkie suddenly called out. She listened for any sort of reply, then shrugged her shoulders.
“No, not invisible!” Spike spoke up. “Princess Luna came here earlier and said something about a demon, one that was invading Fluttershy’s mind.”
“A demon?!” The ponies all exclaimed in unison.
“Yeah.” Spike affirmed. “Twilight asked me to bring you all here, and they said they were going to… uh, go in after it.
“Wait, waitwaitwait,” Rainbow waved her hooves. “Slow down, a demon invaded Fluttershy’s mind? How did that even happen?”
“I’m not exactly clear on the details.” Spike confessed as he rubbed the back of his head with his claws. “Luna mentioned something about an evil force breaking into the dream realm, and it invaded Fluttershy’s dreams. They said they were going to go in after it, but that’s all I know. Honest.”
Rainbow Dash looked down at Fluttershy’s slumbering form. “What are we supposed to do?”
“Well,” Spike began. “Twilight told me to bring you all here so we can be on standby if…” he frowned. “if anything goes wrong.”
“Goes wrong?!” Applejack stepped forward and stomped her foreleg into the floor. “Y’all mean to tell me that Princess Luna and Twilight are in Fluttershy’s head right now, fightin’ for their very lives, and there ain’t a thing we can do to help ‘em?!”
“That’s the general idea, yeah.” Spike said morbidly.
The ponies fell back and sat onto their haunches and gazed at Fluttershy, until Pinkie spoke up. “So, what do you guys think the dream world is like?”
Twilight Sparkle awoke with a gasp, then immediately sat up. The familiar walls of her library were there to greet her, as well as her own bed and the blankets which half covered her prone form. She blinked once, and then quickly glanced around. Sure enough, she was in her library. Every book was exactly where she’d put it earlier that day, the wooden floor was spotless, and everything seemed neatly organized and put away. A pale, dreary light filtered through the windows.
“Princess Luna?” With a single flap of her wings, Twilight jumped out of bed and landed on the wooden floor, then quickly turned to and fro. “Princess Luna!” She galloped down the stairs, and threw the front door open. “Princess Lun—” Twilight dug her hooves into the floor and slid to a stop.
A wall of thick, white fog lay before her. It remained just a few feet short of her library, as if some barrier was physically preventing it from progressing. Twilight looked up and certainly enough, the fog also curved and covered the sky above her library like a dome that cut her off from the rest of the world.
Twilight frowned and approached the fog. It wavered and billowed as she neared it, and Twilight could have sworn she heard the inhaling and exhaling of something just beyond her sight. Despite this, she shook her head. “It’s just fog. It can’t hurt you.” Slowly, she stuck a hoof into the fog. When nothing happened, she took a deep breath and stepped forward. The last thing in sight was her tail as it vanished into the fog.
“Princess Luna!” Twilight called out. She listened, but all she heard was her own voice echo back to her a few moments later. She snorted. “This is hopeless, how am I supposed to find anypony in this?” It was impossible to make out any shapes through the dense whiteness, and the lack of any sound anywhere made Twilight feel very very alone.
Something moved in the corner of her vision, and Twilight quickly swiveled to face it.
Her worries melted away as she saw the distinct figure of another pony, and relief washed over her like a crashing wave. She wasted no time and approached the newcomer. As she grew near, color came to the shadowy figure’s coat, and Twilight recognized the mane and coat color of Lyra Heartstrings.
“Lyra!” Twilight said as she released a sigh. It wasn’t exactly who she was hoping to find, but any familiar face was welcome right now. The mare had her back to the princess, her gaze fixed on the nothingness before them. “I’m so glad I found you, you haven’t seen Princess Luna or any of my friends around here, have you?” Lyra didn’t turn to look at her, or even acknowledge her presence in any way. She simply kept staring into the distance.
“Lyra?” Twilight’s ears flattened. “Lyra, did you hear what I said?”
She stepped up next to Lyra and looked in the direction the mare was gazing. There, she could make out the vague outline of a house. The longer she stared the more it came into view, and Twilight soon realized she was actually looking at Fluttershy’s cottage.
“Fluttershy’s place?” Twilight cocked her head to the side, then turned to address her companion. “Lyra, what’s so interesting about— GAH!”
Lyra Heartstrings did not have a face.
Where Muzzle, mouth, eyes, and horn should have been, there was only smooth fur, colored the same as the rest of Lyra’s coat. Twilight hastily scrambled backwards, her wings clenched to her sides as she tried and failed to form coherent words. “L-Ly...ra?” The faceless pony didn’t respond. Instead, she turned and walked away from Twilight, back into the fog.
Twilight was silent, and didn’t dare to look away from the faceless mare until she disappeared from sight.
“What’s going on here?” She mumbled to herself as she stood up, and turned around to face Fluttershy’s cottage. What she saw instead were the stands of the ponyville marketplace. “What?” Twilight narrowed her eyes. “I could’ve sworn her cottage was here just a second ago. Maybe this fog is messing with my sense of direction.” The dark forms of unknown ponies trotted to and from stand to stand, as if they simply did not have a care in the world. Twilight also could have sworn she saw the vague outline of the roof of sugarcube corner in the distance.
What troubled her most about the ponies was simply how unnaturally they seemed to go about their activities. Normally on a busy day in Ponyville, you could hear the laughter of foals, the singing of the birds, ponies talking, and all the hustle and bustle you’d expect from a small town where everypony was familiar with one another. Here, the ponies simply marched to and fro, occasionally stopping to gaze at each other briefly before turning and continuing the way they’d been going before.
Her ears pinned back against her head as she slowly backed away from the unnerving area. She mentally picked a random direction and turned to begin walking, but stopped again.
A brown stallion stood directly behind her. She didn’t know how long he’d been standing there, but similarly to Lyra, he had no face.
“Eh heh, sorry, didn’t mean to get in your way.” Twilight grinned sheepishly and stepped to the side to let him pass. The stallion’s head followed her, and made no other attempt to move forward. “Right…” Twilight cantered past the faceless stallion. Once she thought she’d put a good amount of distance between herself and him, she glanced back. Sure enough, the stallion remained where he’d been. If he had eyes, Twilight had a feeling they’d be boring into her right now. The ponies who were walking around the marketplace had all stopped also, their sightless faces all facing right towards her.
Twilight shivered, her wings twitching at her sides. “Just gotta find Fluttershy’s cottage, maybe that’s where Luna is.” She reassured herself.
The fog was so dense it was difficult to make out which direction was forward, but Twilight judged as best she could. She had a distinct feeling that it didn’t really matter which direction she went in.. Her ears perked, she glanced side to side occasionally as an unknown sound came to her attention. Strangely, she could’ve sworn she heard the sound of someone humming in the far off distance, but she didn’t dare to deviate from her path.
Much to her relief, the fog eventually parted, and revealed Fluttershy’s cottage. The soft dirt of Ponyville’s roads turned to the cobblestone path that winded its way to her friend’s front door.
When she reached the small bridge on the way to her friend’s cottage, she glimpsed over the side and into the stream below. The water was utterly devoid of life of any kind. That alone was uncommon for any given stream, never mind one so close to her animal loving friend’s cottage.
In fact, as Fluttershy’s place came more into view, she noticed more and more oddities. The birdhouses that normally adorned the trees were shattered and broken. Splinters of wood lay on the ground below where they used to hang, and some were simply gone. The usual cacophony of different animal noises that greeted Twilight whenever she came here was also gone, and without it Twilight became very aware of the haunting silence that seemed to permeate the very air she breathed.
Her own exhales echoed in her head, and Twilight could not shake the crushing sense of unease she felt the closer she walked to the usually cheery abode. Every nerve in her body told her to turn around and leave, and even her rational, scientific side seemed frightened at the prospect of seeing what was behind that door.
“Fluttershy is in there.” Twilight told herself, taking one long step towards the door. “I won’t leave her to this.” She lifted a trembling hoof into the air and knocked on the door.
Twilight lowered her hoof and waited. Her ears flicked at the occasional sound coming from beyond the fog. Though most of it was the sound of wind whistling, she could have sworn she heard low muttering.
“Fluttershy?” Twilight knocked on the door again. “It’s me, Twilight.” To her surprise, the door opened from the force of her knock, then creaked as it slowly swung to one side.
Twilight could see nothing but darkness inside. Darkness so thick she couldn’t even make shapes out of the blackness. She used a simple lighting spell, and a calm, magenta light chased away the shadows. Twilight stepped inside, taking care not to do so too abruptly. Her ears still perked, she still listened for any sound that seemed out of place.
The door creaked.
Twilight spun around just in time to see a silhouette in the doorway, just as the door slammed shut. Twilight clenched every muscle in her body, the sudden motion caused her horn to flicker, and she could only watch in despair as the shadows rushed in to engulf her.
“C’mon…” Twilight whispered to herself as her magic sparkled in the dark. Each flash seemed to show something new. Fluttershy’s walls had claw marks torn into it, her lovely couch had been ripped to shreds, and there was a pungent odor Twilight was surprised she hadn’t noticed before. Once her spell finally flickered on, she took in the scene wholly.
The place was absolutely wrecked. Tables were flipped over, glass from the shattered windows littered the floor, and Twilight felt her breath catch in her throat as she noticed a long, red trail that led into the kitchen, where she could hear the faintest of sobs.
Every hair on Twilight’s body stood on end. Her mind screamed at her to turn around and leave, but what if it was Fluttershy? What if she was hurt? Twilight took a deep breath and pushed forward, but kept her head low.
“F-Fluttershy?” Twilight spoke softly. “it’s Twilight. I’m here to help you.” As she followed the red trail around the corner and into the kitchen, her light stopped just short of a dark figure huddled in the corner. It moved with every faint sob, but it didn’t make any attempts to move away as Twilight carefully stepped towards it.
Twilight’s magical light revealed matted, dirty yellow fur. There was a cutie mark of three butterflies, but it was scratched and bloody.
“Fluttershy!” Twilight said more loudly this time, rushing towards her friend. The sudden sound caused Fluttershy to turn around, the immediate look of terror prompted Twilight to stop short as Fluttershy’s sobs turned into panicked gasps.
“Oh my gosh, are you okay? Please, let me help!” Twilight made a move to advance, but Fluttershy pulled away from her, blue eyes wide with terror.
“A-are you going to hurt me too?” Fluttershy’s timid voice was almost a relief to Twilight’s ears, but the sheer amount of terror that came with it was enough to make her heart sink.
“What? No, Fluttershy, we’re friends, remember? I would never hurt you.” Twilight gave her the most gentle smile she could. “Please, you’re hurt. You have to let me look at your wounds-“
“That’s what they said before.” Fluttershy’s gaze shot to and fro, never focusing on one spot for too long. “b-but then they came in here, a-and they attacked me. A-after they were done, my animals, they turned to me, t-they were so upset that I couldn’t protect them and they just…they just…” Fluttershy’s body trembled, and she descended into pathetic sobbing. Twilight could see it now, the teeth and claw marks all over Fluttershy’s body. Her wing hung limply at her side.
“H-how could somepony do that? Say they want to help you then just be so cruel…” Fluttershy buried her face into her hooves.
“Fluttershy,” Twilight began.
“Nothing!” Fluttershy yelled. Twilight actually stumbled back a bit. “All that love, all that care I gave them, and they do this to me?” Fluttershy gestured to herself.
Twilight was about to respond, but she suddenly felt eyes boring into the back of her head.
Twilight turned, only to see a shadow dart around the corner. Twilight stood, then turned back to Fluttershy. Her sobbing hadn’t ceased.
“Fluttershy, listen, I promise I’ll be right back okay?” she didn’t say anything, so Twilight took her silence as a yes and pursued the figure.
“Hey!” Twilight called after them as they darted out a window. “Stop!” Twilight made to climb out the window, but froze as she looked out.
In the distance she could make out the faceless ponies from the fog, all marching towards Fluttershy’s cottage like an army of drones. Their heads all focused on the cottage ahead as they all stepped in unison. Twilight stepped back from the window, only to turn and see Fluttershy in the kitchen archway.
“You’re going to hurt me too, aren’t you Twilight?” The normally kind pony’s expression turned into a scowl.
“Fluttershy!” Twilight jumped from the window and raced over to her friend. “We have to go! There’s ponies marching towards the cottage!”
“Not if I hurt you first!” Fluttershy’s sudden outburst caught Twilight totally by surprise, and before she knew it she felt herself hit the far wall, excruciating pain blossoming in her chest. She coughed weakly before looking up to see Fluttershy, her expression twisted into a malevolent smirk as she stepped towards the injured princess.
“S-stay back.” Twilight warned, she spread her wings and stood. Her horn glowed as she charged a spell. “You aren’t Fluttershy.”
‘Fluttershy’ laughed, an unnerving mix of the pegasus’s sweet voice with a deeper, more sinister voice underneath. “Maybe I’m just not the weak little pathetic pony you thought I was!”
“I never thought Fluttershy was weak!” Twilight yelled. “She’s one of the strongest ponies I know! She may be scared on the surface, but she always faces that fear, especially for her friends! So I know she won’t give in to the likes of you!”
For the briefest of moments, she could have sworn the menacing face it wore gave way to a sad, kinder face underneath. However, it was quickly washed away as the angry scowl returned.
Could she still be in there? Twilight wondered to herself.
“Liar!” It screamed. “You’ll betray me just like the others!” ‘Fluttershy’ leaped towards her with a screech, and Twilight released the spell she’d been charging. The hysteric mare flew backwards with a scream, bouncing along the floor before coming to a stop, unmoving.
Twilight almost allowed herself to relax for a moment before she heard a loud bang on the door behind her. She stumbled forward, just as the door burst open and faceless ponies filled the doorway. Other ponies began to climb in through the window. Twilight turned, but ‘Fluttershy’ was climbing back to her hooves. The princess took on a fighting stance and glanced back and forth between her faceless attackers and the form of her dear friend, her horn sparked with magic.
“Twilight Sparkle!” A familiar voice rang through the house, and caused ‘Fluttershy’ to cover her ears. A sudden flash of bright blue light, and Princess Luna was there. She fired a beam of magic at the faceless ponies and struck one down, but the others advanced. Then she fired a ball of blue magic at Fluttershy, but it stopped short just before it hit her. ‘Fluttershy’ screamed and writhed in the light, and her shadow stretched out onto the wall behind her. It shifted, grew, and shrunk into different forms before it disappeared entirely. She collapsed, but a dark form pulled itself free of her body.
“We must leave!” Luna urged. “We were separated when we entered Fluttershy’s mind, and it seemed you have ended up in a part already conquered by the demon!”
Twilight’s eyes widened. “It took her over already?!” as the faceless ponies got near, long bloody lines appeared in their chests. Slowly, their skin and fur peeled away, revealing a bony structure underneath that uncurled and stretched out like long bony fingers. Fleshy tendrils uncoiled from the creature’s chest and shot for Twilight, but she recoiled and blasted the abomination away.
“There will be time to explain later! Come!” A blue magic shield engulfed the both of them, but something massive struck the side of the magical barrier. It shattered with a sound akin to breaking glass as the two mares tumbled to the ground.
As Twilight glanced up, she gasped. The black, pulsing mass that has pulled itself from Fluttershy was big enough to touch the ceiling, and it had taken on a more definite shape. Long clawed paws supported a large body, complete with a lion’s head, two large wings, and a long scorpion’s tail. A menacing growl emanated from it as two glowing red eyes opened and sized the princesses up.
“It can change shape?” Twilight asked as both of them rose to their hooves.
“It’s becoming more powerful.” Luna realized, then quickly charged her horn. “We are in the dreamscape Twilight, do not forget. It will change and shift whatever it sees fit to stop us.”
The demon turned manticore leaned down, then sprung forward with outstretched claws. Both Luna and Twilight blasted it back, this time into its faceless companions. Once again, Twilight lifted off the ground as Luna engulfed them in a blue shield.
“That will not keep it down, but we must go, now!” Twilight was about to agree, but then she noticed one of the faceless ponies pulling in Fluttershy with its fleshy tendrils.
“Luna, wait! We can’t leave her behind!” Luna looked grimaced, but nodded. She dispelled the shield, and Twilight leapt forward, blasting apart the tendril before leaping between Fluttershy and the faceless pony. It made a lunge for her, but Twilight erected a force field. The monster uselessly bashed against it, and Twilight sent it flying backwards to join its friends.
Once that was done, she turned and tended to Fluttershy. “Fluttershy, we have to go.” Her eyes weakly opened.
“Twi…light?” she blinked.
“Yes, now come on.” She picked her friend up in her magic and teleported to Luna’s side, just as a scorpion tail embedded in the ground where she’d been standing. Luna enveloped them in a shield of magic once more, and they shot through the roof and into the sky, before disappearing from sight.
The demon watched them go, its eyes narrowed. It growled as its form began to roil and shift. The faceless ponies melted into puddles of blood, the fog blew away and the town of ponyville crumbled as the demon grew nearly triple in size. Its small manticore wings shriveled away, replaced by large, powerful ones. Its paws grew into lethal, sharp claws as scales grew over its fur. The beast roared, shaking the dreamscape with its fury as it flapped its wings and flew after those that escaped its wrath.