Ever Watching

by Redback Spino


FIN

Twilight waited for what seemed like an eternity, eyes clamped firmly shut, for the agonizing touch of the black tendril. She could feel its chilling eminence barely inches away from her face, but it did not seem to be moving any closer. She tentatively opened one eye and saw that the tentacle wriggled and squirmed in the air, a hairs-breadth away from her muzzle. But it came no closer. The Slendermane just stood there silently, as if frozen stiff.

“…Master?”

Twilight turned from the menacing tentacle to see the masked colt take a nervous step forward “I-Is there something wrong?”

The tall monster suddenly turned and lowered its blank face down to the colt’s level. Even without the presence of eyes, he colt felt a shudder go down his spine as his Master seemed to stare straight into his soul. No sound came from It, but in his mind he understood what It said.

Not…Ready…

“…Not ready? Master, what do you mean, not ready?” he whispered, now becoming very nervous. Out of the corner of his eye, the colt saw a rippling on the Slendermane’s back. A bump formed and stretched out into another black tentacle, which reached down to the colt.

He began to back away as the tentacle writhed closer and closer to him. He gulped nervously “What are you doing…What is this?”

But the tentacle followed him, inching closer and closer to his body. His hoof slipped on a rock on the ground, and he stumbled backwards for a moment. It seized this chance and lunged forward, the black tentacle wrapping around the colt’s
middle.

In an instant, the cold back tip had entangled him completely, lifting him high above the ground. He whimpered in pain as it clenched tightly around him. He writhed and pulled in a desperate attempt to get free, but it was as if he was tied up with
steel cables.

“Nngh…Rrrgh…Please, Master…what did I do wrong? I…I did everything you asked me to…”

His last word caught in his throat as the tentacle bunched up just outside the slit in his mask that provided a mouth hole. With a final thrust, the tentacle pushed through the hole, shattering the mask, and forced its way into his mouth. For a moment, he shuddered as he felt the icy, shadowy tentacle slither past his teeth, over his tongue and down his throat, before his body was wracked with incredible pain.

It was as if a thousand razor blades flowed through his body, slicing through the tender flesh and draining every bit of warmth from his body. He writhed and bucked in the air above the clearing, his screams muffled by the tentacle that filled his throat.

Twilight and the rest of the masked ponies could only watch frozen in horror in horror as the colt was forcibly drained of every last trace of Vita in his body. It was a sight that the young unicorn would never be able to rid her memory of.
After what seemed like an eternity of this hideous sight, the monster slowly retracted the tendril from the masked colt’s mouth, as it pulsed with newly attained Vita energy. As the black tip exited his cracked lips, the Slendermane loosened his grip upon him and let his broken body fall to the ground.

With a dry CRUMPH! He landed on his front in the arcane circle, just feet away from where Twilight lay. His mask now lay shattered on the ground beside him, and Twilight at last got a look at the quivering, tearstreaked face of the colt. He was no older than she was.

But as he weakly reached out a forehoof to her, his head was forced to the ground by the pale white hoof of It bearing down upon him. For a moment all he could do was whimper pitifully, as he heard the echoing, cavernous voice of his Master in his mind.

True…Everything I told you…task is complete…No longer necessary…

Then his skull caved in as It brought its hoof down one last time. Twilight desperately fought the urge to vomit at the sight and the sound.

Chilling silence reigned in the clearing, as the Slendermane stood taller than ever above the frozen forms of the ponies below him. Then, all hell broke loose.

The remaining three masked ponies desperately tried to flee the clearing, galloping clear through the flames of the pyres that burned all around them. The two colts tried to run in the direction of Ponyville, but faster than they could see, two black tendrils lashed out from Its back and lifted them, kicking and screaming into the air. A third tendril stretched out to grab the masked mare, who was just on the edge of the grove and was trying to flee deeper into the dark of the Everfree Forest.

For the briefest of seconds, Twilight was sure she would make it out. But suddenly as she blinked in the firelight, It suddenly stood right in front of the mare. She skidded to a halt as she saw him, but it was too late. The third black tendril wrapped around her waist and hoisted her into the air.

As It calmly walked back to the centre of the clearing, Its back began to ripple and crawl with moving bumps as they
stretched and grew out until Its back was nothing but a mass of writhing tentacles. They lashed out, wrapping around the
limbs of the poor masked colts, and forcing their way through their shattering masks and down their throats.

Tears began to roll down Twilight’s face as she watched the three ponies squirming and writhing in the air above her. The shadowy tendrils pulsated and throbbed as one by one, they drained the bodies and minds of the masked colts. Its head slowly lolled back in ecstasy as it turned its attention to each new victim, after finishing with the last.

It swung Its black tentacles like whips as it flung the limp, lifeless bodies of the now-unmasked ponies from it. The mare and the smaller stallion were launched beyond the boundaries of the clearing and into the darkness of the trees. The larger colt however, was stopped mid-flight as his shrivelled form collided with the grotesque tree that stood at the top of the clearing. He slid to the ground like a broken doll, where his body collapsed into dust.

Twilight’s head swam with nausea at the hideous sight. She had moved beyond fighting back the urge to vomit, and was now trying desperately not to faint from the mix of disgust and terror. So captivated was she by the sight of the masked ponies being drained of all life before her eyes, that she had completely failed to notice the changes that took place in Its form. Her eyes widened as she took It all in.

Its legs now held it almost fifty feet in the air, impossibly thin, but while it had once been skeletal Its limbs now appeared stronger and more graceful. Its back now positively rippled and shimmered with hundreds of tentacles of pure shadowy darkness, probing through the air. Mixed in among the mass of tentacles spindly, spiderlike legs sprouted from Its back and reached down to the ground. And where there once had been a blank faceless head, a huge gaping maw had begun to form.

At last Twilight found the strength to speak up “Why…” She cried up to the monstrous form above her “Why did you do that?! They were loyal to you! They worshipped you!”

It turned its head towards the ground to face her. Opening is mouth, It revealed row upon row of impossibly large teeth. But Twilight had no time to ruminate on this sight as her mind was assailed by Its voice.

‘Worshipped…Trusted…Believed they would be made into gods…biggest mistake…’

Every fibre of her being as repulsed and terrified by the voice that pounded through her brain. Deep, booming, discordant. It was like a hundred voices speaking at once, yet was completely devoid of emotion. To hear it was as if to feel her mind snapping a million times over. She desperately fought against her bonds, tugging and pulling with all her might. She screamed with all her might in an attempt to drown out its monstrous voice as it spoke again,

‘Served their purpose...no longer needed…became one with us…’

It strode slowly towards her, each step leaving the grass underhoof blackened and rotting. It was drawing the Vita energy straight from its very surroundings. It was then that it finally struck her: It had been lying and manipulating Its followers the entire time. It had never had any intention of helping anypony ascend to godhood or some higher plane.
It now loomed over Twilight, the blackness of its clothing blending into the night sky, giving Its head a strange, disembodied appearance. In the blink of an eye, its neck extended downwards to the ground, until It leered into Twilight’s tearstained face almost nose to nose.

She clenched her eyes shut as she felt Its presence so close to her. It seemed to suck the very heat from the air around her.

‘You…Smell…Delicious…’

Throwing caution to the wind, Twilight cracked an eye open and found herself gazing straight into the smooth void that was the Slendermane’s face. Her pupils shrank in terror as It opened its gaping mouth, filled with teeth like knives.
For a moment, she saw the edges of Its head shimmer and boil, becoming translucent, as if fading and dissipating into mist. And through this mist, she thought she could see the silhouette of a vague form, ever shifting and morphing. It was as if her eyes could never quite focus upon it, no matter how she looked at it.

Then any conscious thought was shattered as she felt the clammy, cold touch of the black tendril wrapping around her horn.


“C’mon guys, hurry up!” shouted Rainbow Dash as she weaved her way through the trees. She looked over her shoulder and saw the other four ponies not far behind.

Rarity panted as she galloped alongside Applejack “We’re running as fast as we can, Rainbow Dash! But do you actually know which way you’re going?”

The pegasus slowed her flight to match their own speed “Well...not really, but Twilight’s screaming came from this direction. Hey Pinkie, you still getting the shudders?”

Pinkie Pie, who had been tied to Applejack’s back due to her shaking legs, nodded “Yeppers! My Pinkie Sense is going like crazy now! We’re definitely going in the right direction!”

Talisman pushed ahead of the pack, the weeks of gorging on energy-packed sweets finally paying off. He ran alongside Rarity, on her left “Well hurry! We’re almost out of time!”

“What do you mean?” Rarity shouted.

“Listen! No screams…She stopped screaming. With Him out there with her, that can’t be good…not good, not good, notgoodnotgoodnotgood…” He trailed off into muttering as they followed Rainbow Dash through the woods.

Rainbow squinted her eyes as she saw, in the distance, the faint glow of flames. “Over there! That must be them!”

Redoubling their efforts, the group sprinted, paying no heed to passing animals or thorny branches. After what seemed like an eternity of running, they came to a stop in the clearing, scratched, bruised and grazed by their run.
The five collective ponies felt their skin crawl at the sight they beheld.

Twilight was lifted into the air on inky black tendrils, her bonds lying snapped below her. Her freed limbs twitched and
waved spasmodically in the air as her body bucked and writhed. Her head was lolled back, her hair slick with sweat, her face clenched into a look of pure agony. Her eyes rolled in their sockets, and her mouth was wide open, trying to scream but no longer with the strength to do so.

Around her horn wrapped the tip of one of these tentacles that wriggled and twitched in unison with the poor unicorn that was clutched in Its embrace. But the thing that held her was far from recognisable.

It barely even resembled a pony anymore! Hundreds of black tentacles wriggled in the air, converging in the centre of a
strange white mist, standing high in the air atop dozens of skinny legs, some hoofed, some clawed. A horrible hissing screech seemed to be emanating from the thing, piercing the minds of all who saw It. It was like the screaming of thousands of young foals, mingled with the roars of the Ursa Major.

As Talisman looked in horror at the monstrosity that was once the Slendermane, he found his gaze drawn towards the centre of the cloudy form. But as soon as he saw the writhing, gelatinous form inside the cloud, he instantly realised reading HP Hoovecraft stories was not a waste of time after all.

“Don’t look straight at it Don’t look at it!” He shouted, tearing his gaze from It. The others hastily followed his example, turning their gaze away or closing their eyes altogether. But then the colt realised his mistake.
In an instant it was standing over them, the squirming form of Twilight in its grasp. Quick as a flash it stretched out masses
of tendrils towards each pony as they scattered around it.

“Get back, you!” shouted Rainbow Dash as she soared around, trying desperately to avoid the feelers wriggling after her. Below her, she could see her friends in similar predicaments, running for their lives or desperately putting up a fight as the tendrils probed the air after them. As she flew around It, she saw Twilight, still twitching in Its grasp. Throwing caution to the wind she flew straight at her, grabbing her by a foreleg.

“Rrrggh….C’mon Twilight! Fight back!” she shouted through gritted teeth as she tried to pull her friend free. She drew back a forehoof of her own and threw a punch at the tendril that wrapped around the unicorn’s waist. But she was thrown off balance as her foreleg sailed right through the tendril, as if it was nothing more than smoke. She lurched forward as she tried to catch herself, when the tendril suddenly became solid, trapping her halfway on one side and halfway on the other.
“Aww nuts! GUYS, HEEEELLP!” She shouted to her friends below.

In the slight lapse of alertness, the Slendermane made Its move. Each tendril wrapped around another pony, binding them tight and lifting them into the air.

Rarity, Pinkie, Talisman, Applejack and Rainbow Dash bucked and kicked furiously to escape, but It had them firmly in Its
grasp. As they were drawn higher up, Rarity found herself level with Twilight, who was now nearly drained of any colour in her coat or mane.

She groggily opened an eye as she felt the burning sensation of the Vita draining lull momentarily. She saw the white unicorn suspended in the air beside her, who looked back through teary eyes.

“R…Rarit…ty?” She muttered hoarsely.

Rarity nodded “I’m here, darling. Me and all the others…I’m so, so sorry…”

“…Uuhhh…wh-what?”

Rarity felt the tears forming rivulets down her cheeks “We couldn’t stop it…it caught us first.”

Then a tentacle shot from the centre of the white mass and curled around the unicorn’s horn. Rarity doubled up in agony and pain as It began to strip her of any energy, any emotion, any conscious thought.

Similar tentacles fought through the firmly sealed lips of the other ponies, slipping through their mouths and into their throats. Their muffled screams rang through the clearings as the Slendermane proceeded to violate their minds and drain their very essence.

Twilight felt a final tear roll down her scratched and cut cheek. This was it. Just as she had feared, her friends had come to her aid, and were made to suffer as she had suffered. They would all be killed together, and it was all her fault.
Through the piercing agony that assaulted every cell in her body, she suddenly felt a change. Somehow, the Slendermane’s actions suddenly felt different. Through the pounding of the blood in her ears and the screams of her friends around her, she heard a new sound. A strange, alien scream, from right in front of her.

She strained to open an eye and saw before her the twitching form of It, each tentacle connected to a pony, throbbing as before. But it wasn’t like how she had imagined it from Talisman’s description; it was not in ecstasy or satisfaction. It almost looked like the Slendermane was twitching in…pain?

Its legs began to quiver and shake, the clawed toes curling and the hooves stomping at the ground. The shadowy tentacles began to shimmer and boil, fading in and out of visibility. Even the misty smoky cloud in the centre seemed different. I looked almost too full, like a raincloud about to burst forth.

Suddenly, there came an ear-shattering scream from It as a beam of pale light seemed to burst forth from within the cloud. It shone out into the night sky, followed by another beam emanating from within the cloud. Each new beam of light seemed to cause more and more discomfort to It, as it began to sink to its multiple sets of knees.

‘No…Not…Possible…’

Soon the rays of light outnumbered the black tendrils, shooting forth from within the cloud.

‘Not like…this..’

With one final sanity-shattering scream, the blinding lights flashed out, splitting the cloud from within. A blinding flash of bright white, and all was consumed by light.

This was the last Twilight saw before her willpower finally gave in, and she blacked out. As she slipped into blackness, she looked up and saw what appeared to be some sort of white mist descending upon her.

Not…this…time…


Darkness. All around her was darkness.

Twilight looked left and light, and found herself surrounded by dark. No end in any direction.

Yet, she felt strangely comfortable in this darkness. It did not seem threatening at all. It seemed like a calm, warm darkness. She was reminded of the star-dotted mane of Princess Luna, or the water of a pond in the middle of the night.
But she was not alone in the dark. Not five metres away she saw another form. It lay curled up on the ground.

“Erm…hello?” she called out cautiously to the thing. She took a few tentative steps towards it, and saw that it was something about her size, pale white and quivering.

“Uh…hello?” she asked again, reaching out a hoof “A-are you alright?”

But as her hoof came in contact with its cold skin, she felt a sudden jolt to her body and found herself facing the ceiling.

“…Huh?!”

She was hit by a wave of sensations. The sight of the off-white ceiling above her, the gentle hum of the Vita Converter that sat nearby, a clamp firmly set upon her horn. The feel of crisp linen sheets around her.

“Mmmmpph…Glad to see yer alive and kicking’, Twi.”

She jumped. I’d know that accent anywhere.

Turning her head, she was greeted by the smiling, if pale, face of Applejack. She lay in the bed beside her, head propped up by a stack of pillows. “Apple..jack?”

“The one and only, sugarcube.” The pony replied. “How’re ya feelin’?”

Twilight winced as she moved her head again “Well…I’m exhausted, I feel like a tonne of bricks were dropped on my head, and my skin’s covered in cuts, but otherwise I’m alright Applejack. How about you?”

“Heh, leave the joke-answers to Pinkie Pie, Twilight. Her delivery is funnier.”

The unicorn looked to her right and saw the familiar multi-coloured mane of Rainbow Dash. As she cast her gaze about she saw other familiar faces around the room, in similar beds, or sitting in armchairs around the edge. Rainbow Dash, then Pinkie, then Rarity, and even Fluttershy, who lay sleeping in the farthest bed.

“Welcome back, dear.” Rarity called weakly from her bed.

“Thanks Rarity…where are we?” Twilight asked.

“Canterlot intensive care,” Applejack replied. “Apparently, Princess Luna had us put up in here after she found us in the woods. Somethin’ about sensin’ a sudden burst of Vita or somethin’.”

“Burst of Vita?” Twilight echoed in confusion Then her memories of the previous night returned. That strange sight of the cloudlike abomination that was once the Slendermane being split from the inside by beams of bright light.

“So that was it…” she muttered as it came together.

“Figured it out, huh?”

She jumped slightly as she saw Talisman enter the room. She chuckled at his weak grin as he hobbled into the room, his left hind leg in a bandage. “Just got let out of bed…few more days and I can go home.”

She smiled back.

“Glad to hear you’re okay…Yeah, I think so. It looks to me like…It, was being burst open from the inside by something. It was like a light inside of that misty cloud...thing.” she finished as the sentence got away from her.

“So that’s what happened. I could hear something screaming, but it hurt too much to look.” Talisman replied, sitting down in a vacant armchair. “Going by that description, I’d say that It took in too much Vita.”

“Too much? So basically, it overfed itself?” Pinkie asked.

Twilight giggled at her friend’s interpretation “Yeah, sort of…I did notice when it was…ugh...draining those masked ponies, it was only doing it one by one.”

“Right, right…"Twilight replied “Creatures can only take so much Vita in at once. It was hurrying to absorb as much Vita as possible so it could move on, and overloaded itself. Even though it was something from another world, the same rules about Vita applied here and…wherever it came from…at least that’s my theory.”

She sat back as she thought. It certainly seemed to fit together. The last thing she remembered seeing was that…thing apparently bursting from the inside, and showering down over them like some kind of dust. “Hmm…So, how are you doing Talisman? You seem a little different than usual.”

He chuckled “I feel different than usual. Dunno why, but I just feel better than before.”

“Maybe it had something to do with defeating a super-duper-evil pandimensional monster that wanted to eat everything in Equestria.”

Pinkie’s remark drew a hearty laugh from everypony in the room. They laughed on and on, revelling in the first happy moment the ponies had had since Fluttershy had been rescued.

“So…how is Fluttershy doing?” Twilight asked apprehensively.

Applejack cast an eye over the sleeping form of the Pegasus “Fit as a fiddle in a couple o’days. Doc said she had a cracked skull, but they patched her up well enough. She should be waking up any time now too.”

“Good, good…” Twilight smiled. She felt good. She had gone through hell, and she had dragged her friends along for the ride too, but now it was over. The Slendermane was gone, hopefully for good, and she and her friends were okay, barring a few fractures and bruises. “What about Princess Celestia? Is she alright now?”

“I certainly am.”

Everypony’s hearts skipped a beat as the majestic white form of Princess Celestia strode through the door of the ward. She was just as tall and proud as ever, though Twilight noticed that her eyes still held a slightly tired look about them.

“Princess! You’re okay!”

“And so are you, it would seem.” Celestia replied with a warm smile. “How are you feeling?”

Twilight smiled back “Weak, but alive at least…But what about you? I mean, no disrespect intended, but last thing I heard you had locked yourself up in mad fear!”

The princess chuckled “Aheh, yes…not one of my finer moments…But my sister finally managed to talk some reason into me. If she weren’t my fellow princess, she should go into psychiatry someday.”

Twilight giggled, followed shortly by her friends around her. They laughed for a good few minutes before it died down. It was then that Twilight was truck with a thought.

“Princess? I heard that you had locked yourself in after you got my letters about…It. If it’s not too much trouble, did you have some sort of experience with it yourself?”

A shadow fell across the Princess’ face as her tone changed “I’d rather not talk about it. It was a…horrible time. I can only blame myself for not imprisoning Him properly. If only I had finished building Tartaros back then, it would have been ideal.
“But enough questions, my faithful student.” Celestia added, her mood suddenly lightening “It’s time you rested and got your strength back.”

“Thanks, Princess…oh, and erm…several ponies’ worth of Vita energy just got released in the middle of the Everfree Forest, so things…might get a little strange in there.”

Celestia chuckled lightly “Duly noted. Now get some rest Twilight. I’ll be by to se you again tomorrow.”

With that, the Princess ignited the glow of her horn and gently pulled the sheets up and tucked Twilight in. She gave one last smile to her student before leaving, but passed for a moment. Her eyes met Twilight’s, and for the briefest moment her eyes flashed with something…fear, perhaps? But this strange expression subsided as soon as it had appeared, and she gave one final goodbye before leaving.

The ponies lay back in their respective beds or chairs, each breathing a sigh of relief, and dwelling upon their own thoughts. Hours passed, and the day went by. The seven friends talked together, laughed together, and finally, lay down to sleep together as Luna’s brilliant white moon shone through the window. Through the darkness of the room, Twilight spoke up.

“Hey…are any of you guys awake?”

“I am.”

“Me too.”

“Mmm..I am now…”

Twilight spoke up again “I was just thinking…do you ever wonder why it is fillies and colts are afraid of the dark when they’re young?”

Applejack was slightly taken aback by this question “Uh…not really…why d’you ask?”

“Because I just figured out why.”

Each pony felt a sudden shudder down their spine. Something about that voice didn’t seem quite right. It seemed…off…
Rarity ventured a peek in Twilight’s direction as she asked “And…what would that reason be…?”

She looked up, and her blood ran cold as she saw Twilight sitting upright in her bed, her head hanging limply to the side, eyes blank and lifeless. From her back there seemed to sprout strange, shadowy growths, like tentacles of pure blackness.

“Because they know that I am waiting for them there…”

The End

Acknowledgements and Thanks go out to:
Victor Surge for the original idea of the Slender Man
Everyone involved with MarbleHornets,TribeTwelve and DarkHarvest00 for being such an inspiration
Lauren Faust for bringing such a great cartoon to the light of day, and uniting so many from across the world.
Everypony at Equestria Daily for thinking this story is good enough for their site.
Caitlin, Pete, Ollie and Anna for being there for me and helping me, in your own ways, to finally get this finished.
And you, my readers, for sticking with me and keeping me going. Several times I thought of aband/oning this whole thing, but you kept me going with it, and or that I am heartily and wholly grateful
Thank you, Bronies, one and all.