• Published 31st Jul 2013
  • 15,285 Views, 2,038 Comments

The Advent of Applejack - Mister Friendly

Applejack has yet to truly know what it means to be a changeling...

  • ...

Chapter 24: The Phantom Queen

It was a rare sort of day, indeed, that Twilight found herself at a total loss, and most of the time that was only because she did not have all of the facts, a point she would not hesitate to vehemently raise. She was not the sort to not have answers when the need arose.

Unfortunately, now she was finding herself in that very awkward position, eyes fixated on a towering sinister silhouette that defied her every explanation.

She, along with a dozen more ponies, stared up with varying degrees of awe and trepidation at the monolithic crystalline structure now dominating the countryside. In the dark of the night, it gave off an eerie, pulsating green light that darted and flitted amongst its many spires and stratified plates, visible just beneath the surface. The dim flicker of firelight upon its lower structure revealed its dark, dark green coloration and glassy, pockmarked surface otherwise devoid of imperfection.

While she didn’t know what to make of the new manifestation, she knew how she felt about it. Just laying eyes on the thing filled her with unease. The malignant light flashing beneath its surface seemed at times brooding, furtive, like the stealthy activity of some malevolent force. And perhaps it was her imagination, but the towering monolith seemed even larger than when it had first appeared, and somehow darker – in color and theme. Could it somehow be growing?

Twilight tore her eyes off of the vaguely pinecone-shaped structure and glanced to her right, towards Celestia. Whatever insights she might have, however, she was keeping to herself. Celestia studied the structure with a worried eye, her careful inspections tracing minutely over its every contour as if looking for something that evidently escaped Twilight.

“So,” Twilight started, feeling compelled to fill the void of silence. “This is… new.”

Celestia nodded, but otherwise her features did not change. “Indeed. I have never seen anything quite like this before.”

Her eyes trailed down toward the base of the towering crystal, and her expression grew even more worried. Twilight followed her gaze, and felt her heart jump in her chest.

The blasted and ruined ground was undergoing a monstrous transformation both alicorns could see even from their extended distance. Strange, otherworldly growths were bursting through the baked soil. Black vines snaked upwards, curling queerly through the air as if grasping blindly. They creeped their way up the sides of the crystal, visibly growing in length as they slowly spread.

“This could be bad,” Twilight murmured. “It’s like it’s… corrupting the land.”

Celestia nodded. In the next moment, she was interrupted by the hasty clatter of armor. She and Twilight both turned to find three guards quickly clambering up the hill towards them. Their helmets were askew, their weapons long gone. Judging by the paleness of their faces, they weren’t coming bearing good news.

“I-I’m sorry, Your Majesty,” the lead stallion panted before diving into a low apologetic bow. “We searched as best we could, but we can’t find any trace of Rainbow Dash, nor could we find a way inside. There doesn’t appear to be any opening whatsoever on its surface.”

Twilight cast a deeply worried look towards the monolith. “I know I saw her approach it. But… where could she be?”

“Wherever she is,” the guard went on. He’d almost caught his breath by now, “I don’t think she’d still be near that thing.”

Celestia and Twilight turned a curious eye towards them. “Why not?” Celestia asked.

The guard shivered, and chanced a glance over his shoulder at the malevolent shadow darkening the forest horizon behind him. “There’s… something really wrong with that thing. I took a full platoon down to it, but almost right away we had problems. You can just feel it… like it’s sapping everything good right out of the world. It started with the greenhorns; a couple started bickering completely out of the blue. Dunno what possessed ‘em to air their grievances right then and there, but before long they were shouting all this terrible stuff at each other. Next thing I knew, half the unit was arguing and bickering. I… I said some things, myself… But I managed to grab who I could and get out of there. The… the others…”

He glanced again, and shivered. “They’re… they’re still down there. I don’t know what’s gotten into them, but it’s like all they can focus on is their anger for each other. It ain’t natural, Your Majesty. It… it just ain’t.”

Celestia frowned, worry mounting. “So then, it’s worse than I had feared.” She said to herself. “I had hoped this to be some manner of cocoon, perhaps a last ditch effort by Applejack to imprison herself before she hurt anypony. Now, though, I fear that that is not the case.”

Twilight gave her a searching look. “Princess, that… that almost sounds like…”

Celestia nodded. “Changeling magic. Whatever that structure is, it’s consuming all of the love around it for some purpose.”

“That’s not the half of it,” the guard grumbled.

Again he found himself subjected to the two princesses’ undivided attention. He shifted uncomfortably, but managed to rally his courage after a little work. “We managed to forge ahead all the way to the crystal formation’s base. Even with everypony fighting, we could at least focus on getting the job done. But as I said, we couldn’t find a way inside. Worse, though, was that our unicorns seemed to be having some manner of difficulty with their spells. They weren’t able to manifest their magic like they were supposed to. At the time it just… um… made me so mad I didn’t stop to think of the implications, but now…”

Twilight’s eyes grew huge. “It’s devouring magic, too?” she gasped. “Love and magic? Why would anything need that much power?”

Celestia had no answer. All she could give was a deeply troubled look. Then, she glanced over Twilight’s shoulder, to some point several yards away.

Twilight knew what she was glancing at, but even so she still felt compelled to turn and look.

Steel Shod stood on the rim of the basin, all by himself. He stared, as he had been, at some central point in the crystalline formation. He had not moved an inch since the last time Twilight had looked at him, and that had been some time.

A part of her wanted to know very much how he was coping. Finding out you’re the father of your mortal enemy is bound to leave some shock and astonishment. Yet apart from his initial outburst of denials, Steel Shod had gone numbly silent. None of his subordinates came to him for anything, and instead left him well enough alone. Twilight knew she should, too, and that there were more pressing matters at hoof. But nevertheless, she was worried.

A sigh from Celestia brought her back around. When Twilight looked at her, she found Celestia looking at Steel Shod as well with a heavy expression that probably mirrored her own.

“For the moment,” Celestia said, and she sounded amazingly levelheaded considering where her thoughts must be, “we need to determine the exact threat of this formation why it requires so much power.”

“I know why!”

Everypony jumped, completely caught off guard by the unexpected shout. Celestia and Twilight both turned in unison to find a pair of royal guards leading the way up the hill. Right behind them was a mare Twilight recognized, but it was the shape draped weakly across her back that caught her attention.

“We’re sorry for the interruption, Your Majesty,” the gruff guard leading the way huffed, “but she insisted meeting with you.”

“Yeah,” said the pegasus mare, “but it wasn’t my idea, either.” She glanced worriedly over her shoulder, at the one sitting on her back.

Nopony could have missed the changeling drone. If her obsidian form hadn’t given her away, her glowing blue eyes definitely had. Guards all around were turning to face the intruder, some tightening their grips on their weapons. All around, the murmuring began; changelings weren’t supposed to be out of the district. Just who was this outsider, and why was she being brought to the princesses.

The only thing that stopped a more proactive reaction was the sorry state of the drone herself. She could barely lift her head, and the rest of her body hung limply. If it weren’t for her ride’s outstretched wings acting as guard rails, she likely would’ve fallen off the pegasus’ back.

Still, more than a few eyes turned towards Steel Shod. Only a few would ever swear that they saw him glance in their direction before turning away again.

“Please… please listen to me,” the drone begged in a weak voice. Upon hearing the speaker, Twilight’s eyes widened in surprise.

“Bumblebee?” she said in astonishment. “What are you doing here?”

“It’s a long story,” Cloudkicker quipped, a little out of breath. “And frankly, I don’t know what’s going on, either. But when we felt those explosions just now, she demanded I bring her here and–whoa.”

Cloudkicker paused near the top of the hill. Her eyes went huge as she stared at the enormous crystalline structure on the other side. “That’s… new. Is that new? I feel like that’s new.”

“It is,” Twilight said, and anyone could detect the slight impatience in her voice. “But you said you knew what it was?”

Bumblebee managed a weak nod. “Yes. It’s... Applejack is making a hive.”

Celestia arched an eyebrow. “A hive? Here?”

Bumblebee nodded again. “She must be trying to stop herself, but… but she’s done something much, much worse instead. That crystal will continue to grow, and it will absorb every bit of magic and love around it to get bigger. Normally a swarm provides the love, but if it can’t get enough… it’ll just drain it out of the earth and every living thing around it. When it grows bigger, it will reach further. Then, when it’s matured, it’ll assimilate whatever’s around it to take it’s final form. That… that crystal is just the… core. The hive itself will be a lot bigger.”

Celestia raised a worried eyebrow. “And just how far will it reach?”

Bumblebee gulped. “Ten… ten miles. In every direction. But that’s just a normal queen. Someone like Applejack… with all the power she has… it could reach even farther. Way farther.”

Twilight turned very pale. “With that kind of range, it would completely absorb Ponyville, if not most of Equestria!”

“I… I don’t think it’ll be that bad,” Bumblebee mumbled, but Twilight ignored her and turned away.

“We have to find a way to slow it down,” Twilight stated. “We need to give Rainbow time to reach Applejack!”

Cloudkicker raised a dubious eyebrow at her. “And… how do you suggest we do that without using magic, princess?”

“Well…,” Twilight started, suddenly very apprehensive again, “I have an idea… but it could be a really, really bad idea.”

“Well, bad ideas are better than no ideas,” Cloudkicker pointed out. “And it if gives Rainbow the chance she needs, we might not have a choice.”


With a thud, Rainbow landed face first onto something cold and unyielding. It wasn’t her most graceful moment.

“Ow,” she complained, then righted herself and looked around.

She found herself in one of the most bizarre locations she’d ever seen. Everywhere were brilliant green crystals that glowed with an intense unsettling light and filled her ears with a constant, droning hum. There were no walls, floor or roof, per se; just an empty space between massive formations growing however they wanted. It was claustrophobic in the extreme, with just enough space on either side of Rainbow to allow her to stand and look around.

The air hummed and crackled, and there was a strange heat emanating from all around that made things just humid enough to be uncomfortable.

But the really odd thing was how everything was moving.

Right before Rainbow’s eyes, a pillar of crystal as wide around as a tower suddenly split in two. Another shaft simply shrank out of existence, retreating improbably into a nearby wall. At other times, columns and entire formations suddenly sprouted into being, filling out like cascading water before solidifying into imperviousness. All around her, echoing down the passageway in front and reverberating with the amalgamated walls, Rainbow could hear incessant splintering and cracking, like ice taking form or fracturing explosively.

The constant sense of motion was disorienting, giving the passageway ahead the unnerving appearance like it was undulating this way and that, fang-like daggers of crystal extending then contracting before Rainbow’s eyes. It was as if she were staring down the throat of a living, breathing organism.

Normally, Rainbow would have nothing to do with something so blatantly unnatural and sinister-looking. But as she rose, she could feel it in her chest; she was close. Somewhere up ahead, Applejack was waiting for her. She simply knew it in that instinctive, tugging way that she’d experienced before.

“Okay… You got this, RD,” Rainbow muttered to herself, concentrating on that first shifting step she had to take. “It’s… it’s just like in Daring Do and the Quest For Shangri-Lama. Just… less cragodile pits. Yeah, nothing to it. You got this!”

Rainbow steadied herself and took a deep breath. “Do it for her.”

She closed her eyes, and with her heart throbbing painfully in her throat, she leapt—and landed squarely on a jutting spire that burst forth to catch her.

She let out her breath in relief, then jumped again. And again, a fan-shaped plate of energized emerald erupted into being to give her purchase. Where her hooves touched it, it rippled just beneath the surface, sending bands of green light skittering in every direction.

Now she paused to take note of it. The first time she would have brushed it off as sheer dumb luck, but twice in a row? Rainbow glanced behind her, and noticed the shaft that had first saved her had already withered away into nothing, yet her current platform was perfectly stable and sedentary, in complete contrast with the constant state of motion all around her.

She tried again. She took a normal step this time, aiming it over the rim of the platform she stood on. And again, a diamond-shaped formation grew out of a diagonal section of the wall nearly instantly to meet her and remained stationary, even as the formation it jutted out from twisted and writhed with a mind of its own.

Her confidence growing, Rainbow attempted a steady stride, though it was still unnerving to place one hoof after another over empty space. Yet time and time again, she found her hooves caught by solid ground and so gradually her speed increased. She found herself steadily climbing, each fresh “step” an inch or two elevated from the previous one. It wasn’t long before she was surrounded on all sides by a quivering, convulsing geode of hot, glowing green crystals.

At one point she eyed the undulating ceiling, and briefly considered opening her wings and flying. The passageway was growing steadily wider as she went, to the point that soon it was averaging a width wide enough for four ponies side by side and perhaps fifteen feet of headroom. Further along, it grew wider still, before the cavity abruptly changed course in a direction Rainbow couldn’t quite make out yet. But the light pouring in from in front of her was brighter still, and the air circulating down from that opening positively crackled with welled up energies. Rainbow did not need to consider long that that was where she needed to go.

It would have been faster to fly, and she was eager for even half a reason to do so, but the disorienting motion of everything around her kept her grounded, if only to keep her equilibrium. The fact that an obstacle could materialize within a split second also did not make for safe flying conditions.

By now she freely admitted to herself that she had absolutely, positively no idea what was going on, but it was working, so she didn’t question it. She’d seen enough freaky magical stuff in the last twenty-four hours for it to not really faze her anymore.

“Heh,” Rainbow chuckled before she could stop herself. “This might be easier than I thought.”

That was when a tremble ran through the amalgamated hallway. The very crystals in the walls jittered and stuttered as a consequence, momentarily grinding to a halt.

Rainbow paused, uncertainly coming back to her. “What was that?”

She stood motionless for several seconds, all of her senses tuned in for any anomaly. Though, considering everything around her was an anomaly, she wasn’t sure what to even listen for. The sounds of splintering and cracking continued in unseen reaches all around her, and once the tremor passed, the crystals began grinding and rasping against each other again.

For a long time, nothing happened. Then, out of nowhere, a chill ran up Rainbow’s spine. It was the first indication of a shift in the atmosphere, hitting her a split second before a rush of cold, foul air screamed down through the passageway.

Rainbow was blasted by the most awful stench she’d ever smelled. It was sour, like a thousand rotten and fermented apples concentrated together. Rainbow made a sound of disgust, then clamped a hoof over her nose.

As the shrieking wind rolled over her, Rainbow could have sworn that the light inside the crystals all around her flickered, dimming noticeably. And there was something else on the wind… something that teased her ears. It was a sound buried under the howling… a sound that she could almost swear sounded like a few strands of a song.

Then, before Rainbow could adjust to this, the ground below burst open.

Black vines as big around as the blue pegasus exploded forth, shattering crystal as easily as glass. They snaked through the hallway, gouging their way wherever they might choose to go thanks to the serrated, purplish thorns covering their surfaces. Rainbow had to spring into the air as a massive knot of braided vines coursed in her direction, smashed her perch, and then diverged in countless directions further down, where they continued to extend out of sight.

“What the…,” Rainbow gasped, heart pounding.

Something wet splatted against her shoulder.

She glanced at it, and immediately recoiled in revulsion. Caked onto her shoulder was a reeking, viscous mass of black tar. Pulling a face, she swatted the globule off of her, then made a disgusted sound when she found her hoof coated in that same black ooze. “Eeew,” she whined. “What the hay is this stuff?”

She glanced up, throwing an accusation. There, she found a strange crack in the otherwise unbroken surface of the crystals surrounding her. And from that crack, black sludge was seeping. Another glob was threatening to fall on her again, and so she quickly flapped her wings in a different direction. As she did, she just thought she could make out something beyond the surface of the crystal around the crack; a black mass, like a subsurface reservoir darkening its internal glow.

As she stared at it, the echo of a ghostly voice resurfaced in the back of her mind.

Harken unto me, little pegasus. The shadow thou will face is a most sinister fiend, cruel and cunning without compare

Rainbow scowled at the evil-looking ooze. Right… of course it won’t be that easy…when is it ever?

As Rainbow floated there, thinking quickly, some part of her became aware of a strange dimming of the omnipresent green glow around her. She glanced around curiously, and her eyes fell on a straight plain of opaque crystal. At first her eyes swept over it, until a crack split its surface with an explosive report. And from that gash, black ooze began to trickle into sight.

The ooze carried that same fetid stench of rancid apples and other foul notes Rainbow didn’t have words to describe.

“What is this stuff?” she questioned aloud, as another crack split open along the side of a tapered spire.

Again the tunnel trembled, and Rainbow could just make out the sounds of destructive burrowing somewhere deep inside the structure to her left. It was that sound that finally brought her to action again.

Rainbow turned back towards the wider end of the cavity, and after noting the large number of bladed, gnarled vines now clogging the passage, she knew she had no other option but to stay airborne.

She took a deep breath, held it, then propelled herself forward at a cautious pace. Despite the motionless vines and building reservoir of black foulness below, the crystal tunnel continued to flex and change, though Rainbow picked up on a certain erratic aspect to it now.

Periodically, a lance of green crystal would sprout, struggle to grow, and then become unnervingly dark before bursting open with more of that nasty black ooze.

Urgency eating at her now, Rainbow threw caution to the winds and sped up. A new kind of fear rose in her heart, and it coiled around her thoughts of a lost amber-maned changeling.


Rainbow had flown through some pretty wild obstacles before, but nothing compared to that claustrophobic tunnel. It seemed like the deeper she went, and the wider it got, the more drastic the undulations became. The heat and glow surrounding her rose as well, giving her the strange impression that she was flying into the heart of some sort of furnace.

The corridor, despite its erratic and chaotic state of flux, was definitely starting to arch upward, Rainbow could feel it. She found herself having to go down less and up more while avoiding getting skewered by emerging spires.

And the deeper she went, the more of those vines and greasy black sludge she found. It was everywhere, in fact, emerging constantly from the walls, roof and floor. Everywhere they touched, the light from the crystals dimmed, sometimes even going out completely.

Again a wave of reeking air shrieked down the passageway with enough force to buffet her. And again, over the grating scream of it, Rainbow thought she heard something—more certainly now. Up ahead, she just made out a low voice and a few discordant strands of singing. Though she could only barely pick it up, something about it sent a cold chill right down into her heart, gripping her with a nameless fear.

But Rainbow shook it off, berating herself. Now was absolutely not the time to be turning into a scaredy cat! It was just wind, nothing else. She had way more important things to be focusing on than some half-heard maybe-sound, like not getting nailed by growing crystals.

Rainbow bobbed up over a hexagonal column erupting from below, weaved around a jutting shelf of emerald stabbing up from her lower right, and the next thing she knew, she burst out into a humongous open chasm.

On either side of her, the walls suddenly fell away to reveal a space some two hundred feet high and fifty wide, though gauging its exact proportions was all but impossible given how much it shifted and warped. Here and there, Rainbow made out other such gaps like the one she’d emerged from; not really a passageway, but rather a coincidental cavity that the shifting crystals did not grow to seal off.

And in the center of the chamber, rising from the floor almost to the ceiling, was a single feature; a spindly spire of dazzling green emerald. The sheer impossibility of the structure was clear to Rainbow, even without any sort of grasp on subjects like geometry and physics. The spire was thinner than her in places despite rising more than a hundred and fifty feet in the air, and possessed several uneven bends and kinks along its length. Near the top were disks and other formations that radiated from it, topping with a large pyramid-shaped outcropping choked by countless shafts and spokes of some sort of intensely glowing crystal. How it was able to even hold itself up was a mystery, for only the base had a number of thick emerald shafts fused to it like support pylons.

Rainbow eyed the top of the structure, her gaze falling on the brightest point in the entire area.

“If I were a betting pony,” she said to herself, “I’d bet that’s where I’ll find AJ.”

She was about to set off again when yet another tremble ran through the walls. Several long shafts of emerald broke free from the force and tumbled silently down, before spectacular crashes that reverberated through the chamber.

Rainbow looked up a second after an ominous cracking sound filled the air, and when she turned, she found still more thick black vines bursting from the walls. Several wound through the air, blindly swiping, before lashing to the crystal spire in the center of the chamber. Dozens followed suit, burst into the open air before anchoring themselves to the brilliant formation.

Rainbow’s heart jolted, but the spire remained upright. But even as she breathed a sigh of relief, something reached her ears from some unknown direction. This time, there was no mistaking it for what it was.

Rain, rain, go away… come again another day. Let me out, so I may play… Before I wash it all away. Rain, rain, go away…

The chilling sing-song voice trailed away into a series of unnerving cackles that seemed to come from a number of directions at any given time. It was like whatever the source was, it was moving. That thought sent a shiver up Rainbow’s spine.

“Okay, that’s really starting to freak me out,” Rainbow muttered to herself. She glanced around, but finding nothing of interest, she once again set her sights on the pinnacle of the spire, and started her ascent.

She proceeded cautiously, some sense of dread hampering her haste. Every so often, Rainbow felt compelled to glance over her shoulder, to make sure the sensation of eyes on her was just her imagination.

Halfway up, Rainbow realized what was unnerving her so much. The chamber had grown dead quiet. The tremors, the sounds of shifting, all of it had paused. It was as if something was tensing while it waited to see what she did next.

A third of the way up, Rainbow paused. The sensation of being watched couldn’t just be her imagination anymore. She looked around while she cautiously skirted around the broad body of a gnarled vine.

Over here…

Rainbow squeaked and spun around, hooves up for a fight. The crystal shaft she found herself confronted by, however, was decidedly less inclined to fight. “W-who’s there?” Rainbow shouted.

A nebulous whispering sound came to her, secretive and indistinct. In came from one direction, then another, and another. Rainbow spun around, trying to track it, but only once did she ever see anything, and it left her with more questions than answers.

On one of four go-arounds, Rainbow just caught a shape out of the corner of her eye. It was indistinct, and moved with terrifying speed up and away from here. Stranger still, it seemed to be flitting about inside the crystals. It’s shape was too indistinct, too fuzzy to be in the chamber with her, and yet she knew she’d spotted something. At least, she thought she had.

But as quickly as it came, it was gone again. But that silence remained.

Rainbow stifled a nervous gulp, then started to rise again. That was when the voice called out to her again.

So… this is the ‘legendary’ Rainbow Dash herself…

Rainbow turned, next expecting to see anything once more. Instead, her heart sprang into her throat when she noticed something dark and very visible lurking just beneath the surface of a crystal behind her. Worse, it had the vaguest shape of an elongated caricature of a pony.

I was hoping we’d get a chance to meet face to face. Dear Applejack has told me so very much about you. She was so convinced you’d be here to save her in time. She held out for so very long… It was exhausting just watching her keep it up. But now here we are, at the end of the road. Such a shame…

When it spoke, there was something in the creatures voice that Rainbow found disturbingly familiar. At first, she couldn’t place it, but when she did, it sent a cold shiver down her spine.

The shadow was speaking in Applejack’s voice. It wasn’t perfect, like a decent impersonation, but even muffled, Rainbow could hear imperfections in the monster’s voice; a guttural, raspy quality that ruined the whole façade.

“Where is she?” Rainbow demanded. “If you hurt her…!”

All of a sudden, the shadow was gone. It moved with such lightning fast speed that Rainbow couldn’t spin around fast enough to follow it. Its voice, however, was not so evasive.

You’ll what? Bravado me to death? Be my guest, sweetie! But I’m afraid you’re a few years too late for that!” the monster laughed derisively at her own joke, giving Rainbow the impression that she was missing something. “I am so close… so very, very close…! So close I…

Something warm and sharp, like a dozen steak knives, gently caressed the back of Rainbow’s neck.

…Could almost touch you”, cooed a voice immediately in her ear.

Rainbow inhaled sharply and darted away. She spun around, hooves flying to the back of her neck, but she found nothing. No marks of any sort met her rapidly searching hooves. Likewise, she found nothing in the immediate area around where she’d been—only another derisive laugh.

Hahaha! Oh this is going splendidly! It won’t be long now, oh no... But, in the meantime, why don’t we play a little game, hmm?

Rainbow kept turning, but she never caught sight of that dark shape again. It moved all around her, never staying stationary long enough for her to catch another glimpse. It was toying with her.

“Uh, think I’ll pass, thanks,” she rebuffed. “Kinda have better things to do than play around with evil shadow monsters.”

That laugh came again, this time with a more sinister undercurrent. “Oh no, darling. I insist.

Something hard and cold lashed around Rainbow’s hoof. She looked down, and with a jolt, noticed the broad vine that now knotted itself around her ankle. Far down below, the black tar bubbled and frothed ominously around the base of that very vine.

It got worse when the thick black snare began reeling her in.

Rainbow flapped her wings with all her might, fighting the slow but unstoppable descent into places she really didn’t want to go. Foot by foot, yard by yard, she was dragged down despite her best efforts.

“Get off me!” she shouted, kicking and squirming, but it changed little. And all the while, she was being taunted by that mocking voice.

Now, now, dear, there’s no need to put up such a fight. You and I are going to get to know each other very well soon enough. But in the meantime, I have a question for you.

Rainbow kept up her fight, but the vine was wrapped too securely, and it only bent with her whenever she made a course change. She was already halfway down, and slowly the distance was shrinking.

When Rainbow chanced a look down, she felt her skin crawl. The ooze continued to bubble, but the closer she got, the less like bubbles they appeared. In fact, several of them had the disquieted impression of having eyes and ragged fangs.

Tell me… what do you fear most?” the voice whispered in her ear.

Swinging a hoof in the direction of the voice did nothing; the air was as empty as it apparently ever had been.

Rainbow was so low now that she could hear the bubbles popping and a strange, even more unsettling gurgling from deeper down. And somewhere down there, deeper still, she thought she heard another sound. It was a faint thing, but it resonated somewhere inside her. It brought images to her mind unbidden; faces contorted with disappointment and disgust, voiceless voices grumbling incessantly in ways that made her heart tremble.



Nothing special…




“No!” Rainbow cried out. She shook her head, trying desperately to clear the voices from it. That was when she realized they weren’t coming from inside her mind, but from some place below the bubbling depths below.

Something warm and wet touched the tip of her hoof. The sensation caused her breath to catch and her eyes, which she hadn’t realized she’d snapped shut, to fly open.

Her gaze full upon the top of the glowing pinnacle. Applejack was up there, alone, frightened. She was failing her… she was…

A black bedroom, lit only by a small candle and the glow of a full moon… A bed, old and saggy from age… A black form bearing a striking amber mane and twin-ringed amber eyes… a look of pure terror at the sight of her…

Applejack was scared of her… Tough, unbeatable Applejack… scared…

But… when she asked, Applejack answered. She let her in, one tentative step at a time. One step at a time… Applejack exposed herself, one hated secret at a time, laid herself bare in all her shame and self-loathing…

She gave Rainbow her secrets. She did not fuss or resist. She entrusted Rainbow with despised aspects of herself she’d told nopony, not even her family. She trusted Rainbow with her darkest, most raw flaws.

And Rainbow, always quick to mock, always quick to tease and needle… listened. She took up those secrets, shouldered them for her weary friend. And she promised, right then and there, without consciously deciding to or not.

She swore, to the very bottom of her heart and back, that she would never, ever, let her feel alone again. No matter the cost, no matter the price.


“NEVER!” Rainbow roared.

Heat surged up to answer her defiance. It exploded out from inside of her, coursed through ever vein and muscle, and erupted from her body with a defining bellow that shook the walls.

All of a sudden, she was free again. And she was soaring upward like a loosed rocket, so fast she barely even heard the surprised and hateful shriek of the monster behind her. It screamed at her, but she didn’t listen. She was done listening to that thing.

More vines exploded out of the walls, digging their way into the open air and throwing themselves in Rainbow’s path.

Yet, every time one tried to snag her again, it exploded in a cloud of noxious black vapor, no more material than a fleeting dream.

In her chest, something throbbed with a sort of ignited passion, pumping the most exhilarating fire through her veins. Up she shot, chest pounding so hard she could feel it in her throat.

The walls shook. Crystals tumbled from the ceiling and walls. Vines erupted in truly prodigious numbers. Black tar exploded from cracks and seams in the walls all around her. The pulsating green glow in the formations around her dimmed, as if being drained away.

Rainbow kept her eyes up, on that single point of light above that defied any attempts to snuff it, until, at the very end, it was the only source of light in a pitch black realm.

Rainbow came to a screeching halt, skidding across the surface of a slightly concave shelf of iridescent crystal atop the spire’s pinnacle. In front of her was the pyramid-shaped formation, surrounded on all sides by jutting spokes of innumerable crystal, some as fine as filaments.

Now that she stood atop it, she noticed that the pyramid was not perfectly shaped. Near its base were a series of overlapping holes, forming an uneven opening on the leading corner jutting in her direction. And inside, Rainbow just caught a glimpse of a black form amid a prison of intensely glowing diamond.

“Applejack!” Rainbow shouted at the top of her lungs. Her voice echoed repeatedly off of the walls all around her.

A soft, slow pulsation of light coursed through the intricate structure in front of her and through the plate under her hooves. But no voice rose in response.

Rainbow folded her wings and started forward. In the periphery of her vision, Rainbow could see disturbing writhing shapes encroaching upon this last bastion. Vines and other slimy, tendril-like appendages creeped from the burgeoning shadows, intent on intercepting her.

In the squirming, wriggling dark, that voice came to her again. “What do you think you’re doing? Do you honestly think you still have a chance of saving her? There is nothing left! Nothing! Not of her, not of your friends, not of Equestria, not of ANYTHING! You have failed, pegasus! FAILED!

Rainbow completely ignored the furious spitting and raving vying for her attention. A vine tried to bar her way, only to disintegrate like a shadow under a beam of light.

As it vanished, Rainbow stepped through the opening in the pyramid and into a realm of blinding, warm light. She glanced back, and noticed the shadows slowing their approach. Not even they could quench the shining light of this place.

Still the voice screamed at her, but now it sounded so very distant, muffled, and unintelligible, as if rising from a place very, very far away. For that matter, the sounds of writhing and wet squirming faded almost entirely. Then, as she watched, the opening shrank behind her, and sealed itself, leaving her in tranquil silence.

Rainbow paused only for a moment, then she turned back around.

She stood inside a triangular chamber whose floor depressed downwards ever so slightly. The roof above soared upward at a steep angle, revealing the pyramid to be completely hollow.

And dominating the far wall, spanning from roof to floor and both corners on either side of Rainbow, was a great clustered geode of inward-facing shafts of crystal. And in its heart, trapped almost bodily, was Applejack.

The crystals pulsed gently with a brilliant light. When it died, Rainbow saw that the crystals were no longer green, but rather palest pink. The closer to Applejack they were, the more distinct the color became.

“Applejack!” Rainbow shouted again.

Again, she didn’t get a response. Applejack’s head hung limp, her eyes closed, body motionless.

It was then that Rainbow was able to appreciate the change that had come over her. Applejack had grown considerably in size; her neck was long and slender, and the horn atop her head was crooked and gnarled. She looked startlingly like Aconita and Chrysalis, the only difference now being the long curtain of shiny amber mane that hung free, catching the light around it.

But Rainbow didn’t pay much attention to the alteration. She zeroed in on Applejack’s strangely peaceful face, and started to approach.

“Hey, bugbrain,” Rainbow said, cocking half a grin. “Been a while, huh? Gosh, it feels like forever…”

Still Applejack did not rouse. As Rainbow approached, she noticed the small, spindly crown laying discarded on the floor below Applejack’s head.

“Oh me?” Rainbow said, putting a hoof to her chest. “doing super, thanks for asking. You would not believe the day I’ve been having. Flew from one end of Equestria and back, no big deal, had a run in with Queen Aconita—long story—had a little chat with a bunch of dead guys… You’re lucky I like you so much, you know that, right?” She chuckled, eventually petering out as the silence crushed down again.

The halfhearted grin on her face fell away. She paused, then continued. Her hooves clicked loudly against the hard glassy floor, echoing strangely off the magically-thrumming crystals.

“This sure is a mess, huh?” she went on, her tone dropping. “We just can’t go two minutes without something blowing up. Well, I can handle that no prob, but you… you don’t deserve any of this.”

She paused again, hoping for a response. But Applejack remained as unconscious as before.

Rainbow took note of the crystals encasing her then, and she noticed that they appeared to be growing, little by little. It was subtle, almost imperceptible, but she could swear now that some of the shafts appeared longer and broader than before.

“I’m going to get you out of here,” Rainbow promised. “I made a promise, didn’t I? Well here I am, and I’m going to save you. Then… how about you and me just… I don’t know… go someplace far away? Just the two of us. No hive, no politics, no paparazzi. Just us and the horizon, for as long as we want. Sounds awesome, right?”

Another hopeful pause. Another unfilled silence. This time, Rainbow frowned, then said, “Okay… if you say yes, just… do something. Anything!”

Applejack remained motionless as ever. Then, after a stiflingly quiet pause, her eye twitched.

Rainbow saw it, and she froze, suddenly tense. Her wings flashed open when she saw, for the first time, signs of life in her friend.

Applejack winced weakly and gave a faint groan. Her head twitched, and slowly, laboriously, one of her eyes flickered open. She stared at the floor sightlessly as her lips parted.

“Ruh… Rain… bow…”

The relief that crashed over Rainbow nearly made her legs so weak she almost fell to the floor. Before she knew what she was doing, she was laughing fitfully. “Applejack!”

The changeling queen’s long neck weakly rose, and Applejack lifted her head. She stared numbly in Rainbow’s direction, either not quite comprehending her or too weak to express herself. “Muh…Mac…intosh… Hills…” she said weakly.

Rainbow gave her a confused look. “What?”

“Ah… Ah would like ta… ta see them,” Applejack mumbled.

Rainbow’s eyes grew big. Then, she smiled. All of the desperation, worry, anxiety… it all melted away. Suddenly, she felt as light and warm as a sun-kissed feather. “You got it, cowgirl. Now hang on, I’m gonna get you out.”

She couldn’t cross the room fast enough. In fact, Rainbow nearly tripped over her own hooves a number of times in her haste. Her eyes stayed on Applejack as she sprinted as fast as she could.

Rainbow made it halfway to her when she noticed the tremors again.


Screeching to a halt, Rainbow looked up, just as cracks and fissures ripped open in the ceiling. And from those fractures, oily black tendrils burst forth, reaching blindly and fearlessly into the chamber. There were dozens of them, all dripping with that foul-smelling ooze that splattered against the floor.

The light of the chamber began to change before Rainbow’s eyes. The violet light took on a sickly, greenish hue, starting from the periphery of the chamber but slowly creeping inward. In mere seconds, a sinister acidic glow had begun to encroach upon Applejack’s prison.

You will not take this from me!” the monstrous voice bellowed, somehow even more demonic in quality than ever before. “This game ends NOW, wretched pegasus!

Applejack suddenly jolted. She let out a pained cry, every muscle in her body tensing. Then, with an even louder shriek, she lurched forward as if yanked from the chest.

And as Rainbow watched, a brilliant green glow burst into being from Applejack’s core. She cried out, louder, and Rainbow could tell she was struggling. The veins on her neck popped out, and her teeth gnashed together. Her eyes screwed shut as she pulled herself back.

“Rain…bow!” she gasped. “Run… run! Ah can’t… Ah can’t… hold… her… AAAGH!”

As her voice ripped from her throat again, something slid soundlessly from her chest. Emerald fire gushed forth, washing over Rainbow with an intense heat.

Then, Applejack fell quiet.

As the light receded, Rainbow saw with a painful jolt that she’d gone limp once more. And floating in front of her, throbbing with an intense glow, hovered a brilliant green crystal. Most of it was spherical in shape, save for one missing hemisphere, leaving a jagged, misshapen hole on its surface.

Applejack’s Corastone throbbed and pulsated with a rhythmic, two-beat tempo so much like a heart. But as Rainbow stared, transfixed, it started to change.

To her horror, the shining light contained within started to darken. With each pulse, it grew weaker and weaker, darker and darker, until not even the tiniest spark remained. All that was left was an inky black darkness.

The pink glow in the chamber was gone. Only an acidic green light dominated, its light glistening off of the countless writhing tendrils undulating along the walls.

Applejack’s Corastone suddenly quivered. It trembled, shaking violently in midair. Then, it somehow grew darker. Not even the green light reflected on it anymore. And as Rainbow watched in mounting horror, that deep black darkness began to drip from its surface. A shadow so dense it billowed like smoke rolled off of it, growing thicker and thicker as Rainbow watched. Soon it condensed, and fell to the floor with a wet, sickening splat.

A thickening discharge of black sludge soon swallowed the Corastone completely. And as it disappeared, the chamber was filled with that horrible monster’s taunting laughter.

Unexpected, the slime billowed. It jerked and sloshed, as if suddenly there was something inside it. Another jerk, and something looking disturbingly like a long limb wrenched itself free of the flowing muck. That limb was followed by another, and another. Then, the vaguest analogy for a head emerged from the tar.

The goo split open, forming a mouth. Coagulated slime jutted up and away, forming some manner of twisted horn. And as the tar began to harden and settle, two silvery vertical slits marked the emergence of a pair of eyes.

The monster lurched, then fell heavily to the floor. It struggled for a moment, attempting to rise with some difficulty. Then, it threw its head back towards the roof, and took a deep, rattling breath.

All the while, Rainbow watched, transfixed by shock and terror. She still hadn’t moved an inch as the monstrous form finally forced itself upright.

Bones audibly creaked and groaned as they bore her weight. As she rose, sludgy ribbons not unlike wings flapped experimentally.

A languid curtain of tar oozed from her head and rear, forming a long, languid cascade that almost reached the floor. As Rainbow watched, the mass on either end of her seemed to solidify, and take on a deep purple hue.

The monster raised its oddly squashed, flat head. Puffy, prominent cheeks gave her face a distinctly viper-like appearance. Twin fangs descended past her lips and just over the edge of her jawline.

As the monster rose, it leered chillingly at Rainbow, lips pulling up over fleshless white bone where gums should have been.

“And so the curtain falls,” she said. “To think an idiot like Applejack could put up this much of a fight for this long. She certainly is her mother’s child; stubborn to the very last.”

She stretched, and rose to her full, towering height. “But let’s put that behind us, shall we? So long as my new hive continues to grow, the power contained here will sustain this form. That leaves me such a dreadfully short time to tie up one last loose end.”

Her smile vanished instantly, replaced instead with a cold glower. “You.”

Rainbow couldn’t speak. She couldn’t find the words. She just stared, first at the monstrous figure, and then inexorably, towards the motionless form of Applejack.

She was still breathing, but only barely. At least, she hoped so.

“Now, now, don’t be rude, dear. Has no one ever told you it’s poor manners to ignore someone when they are speaking to you?”

Rainbow glanced back towards the monster. It’s leer grew, revealing still more of its pointed white fangs. “Come now. Come over here and give your auntie Phantasma a hug.”

Rainbow’s eyes grew huge. That name… she knew that name. She’d heard it spoken only a few times, first by Applejack in a grim manner. Then in reverent, fearful tones by a few drones not too afraid to mention her name.

Rainbow didn’t bother to memorize the names of other changeling queens. But that one… that one, even she knew.

“It… it was you, all along,” Rainbow gasped. “But… how? You’re supposed to be…?”

Phantasma cackled. “Dead? Yes, well, I grew bored of it. Nothing to do, you see. As for how and why, I don’t know, myself. But when little Applejack touched my Corastone and opened herself up to me… well, I couldn’t let that opportunity slip by, now could I?”

She pondered for a moment while she tested her newly formed legs. “Hmm… Now I am curious. Just how did such good fortunes come my way? Oh well, questions for later.”

Her strange, silvery eyes turned meaningfully in Rainbow’s direction. “I seem to recall more pressing business to attend to. After all, I can’t have you ruining my plans, not after coming this far.”

Rainbow glared. Her fear gave way to a simmering anger, and though her legs trembled, the heat in her chest burned with an indignant fury.

“Yeah? Well, I’ve got news for you; I’m not going to let you hurt AJ anymore.”

Phantasma scoffed. “Pfft, Applejack is just a tool! I don’t care what happens to her. All that matters to me is the destruction of this bothersome country. Then, and only then, will Carnation’s failure be absolute.”

Again, her sneer vanished. “I’ll make her regret turning on me. She was supposed to pick me. Me! Not some naïve ponies! She was the only one I ever cared about… I was the only one who was ever there for her! And she chose you. Unacceptable. Unacceptable! There is no pit or hell deep enough to keep me from my revenge!”

Phantasma bared her fangs. Her horn crackled with a deadly aura, more smoldering black smoke than green fire. “And I am not about to let some flea-bitten pigeon get in my way!”

She suddenly slashed her horn through the air, unleashing a wave of smoldering green sparks in Rainbow’s direction.

And it might have even been threatening, if Rainbow hadn’t already had her wings open.

With a whistle of wind, Rainbow darted to the side neatly dodging the arc of deadly magic with room to spare. She flew low and fast, skating just inches over the ground as she closed the distance.

“Oh boo-hoo!” Rainbow snapped, zipping under another blast. “You think just because somepony hurt your feelings, that gives you the right to hurt others? Get real!”

Rainbow shot to the side again, launching over another blast, before closing the distance. “And I am not about to let some ugly nag hurt Applejack anymore!”

She didn’t see the sinister grin until it was too late.

Something crashed into Rainbow from below, knocking the wind out of her. The next thing she knew, she was sailing up towards the ceiling, only to be swatted down again by a thick, surprisingly hard tendril.

Rainbow hit the ground hard, bounced, and slid on her belly backwards, away from her adversary. Lights popped in front of her eyes, and for one dangerous moment, the clawing darkness of unconsciousness loomed along the edge of her sight.

As her sight cleared and refocused, she saw Phantasma sauntering towards her, completely unthreatened.

“You’re out of your league, little pegasus. Do you have any idea how many queens I have killed? How many hives I personally razed to the ground? I ruled an entire race through fear of what I could do. What chance do you think you have?”

Rainbow struggled to rise. She had to rise. But her legs were heavy and uncooperative.

“The wheels of history move at my touch,” Phantasma gloated. “I have altered the course of fate for my people. And what have you done? Made pretty colors in the sky?”

Something hot and unyielding wrapped around Rainbow’s throat. It hefted her into the air, dragging her off her hooves and up to eye level with her unliving adversary.

Phantasma sneered in her face. “In the end, you are nothing more than a weak little pony. A sad, pathetic little failure clinging to the coattails of those better than you, hoping nopony can see through your façade. In the end, all you are good for is a snack.”

The light was fading from Rainbow’s eyes. Cold, dark unconsciousness dragged her down, even as she fought to stave it off.

The green light in Applejack’s chamber was going out. Darkness clawed its way in, dragging thick, tainted tendrils across every surface.

The last thing Rainbow saw as she faded away was Applejack’s barely open eyes turned in her direction, the faintest spark of life twinkling within them, as the darkness swallowed everything.

“In the end, all you are is a failure.”

Author's Note:

And then everybody died. The end. *Seinfeld Credits theme plays*

Believe it or not, the original version of this chapter was a lot creepier. Aaand then the season 6 finale happened and I literally had to start over. Ultimately I'm glad I did, because I like the way this version came out a lot more than the first iteration. Plus it gives me an excuse to A)make Rainbow work harder for her hawt applebutt and B)use a cliffhanger for once. So enjoy!

We're rapidly winding down now. If I can help it, we're looking at probably 2, maybe 3 more chapters. Coming up; Lesbomancy (as someone so eloquently put it), explosions, and sudden onset horniness (literally). Stay tuned!

(Posted on a Sunday night before early morning classes, so forgive the prodigious amount of potential mistakes. I should really be asleep.)

Join our Patreon to remove these adverts!
Join our Patreon to remove these adverts!