Previous Chapters Next
Close
Prologue: Blank Canvas1,143 words
Chapter 1: White Noise990 words
Chapter 2: Shadows on the wall5,856 words
Chapter 3: Sharpening the Lines8,794 words
Chapter 4: Filling In the Blank Spaces8,920 words
Chapter 5: Expanding the Color Palette (Part 1)6,562 words
Chapter 5: Expanding the Color Palette (2nd half)4,494 words
Act 3 Introduction (AKA "Princess Luna recaps the plot")3,197 words
Chapter 6: The Colder Tones (Part 1 of 4)2,008 words
Chapter 6: The Colder Tones (Part 2 of 4)6,864 words
Chapter 6: The Colder Tones (part 3 of 4)3,871 words
Chapter 6: The Colder Tones (part 4 of 4)5,525 words
Chapter 7: Shades of Grey (1 of 3)5,292 words
Chapter 7: Shades of Grey (2 of 3)3,787 words
Chapter 7: Shades of Grey (3/3)7,897 words
Chapter 8: Desaturated7,589 words
Chapter 9: ...and a Shade Darker3,852 words
Chapter 9: ...and a Shade Darker [ TEXT ONLY VERSION ]4,058 words

Chapter 7: Shades of Grey (3/3)

Author's Note:
Something I realized when writing this chapter: I was wrong at the end of Chapter 6. This is the most violent part of the entire story. I’d like to once again reiterate, this story really isn’t intended to be that violent or gorey, it’s just what the subject matter demanded. (ok, I'll admit, this chapter was a blast to work on)
Anyway, without further ado, here’s the end of chapter 7! (finally)
My writing/proofreading music for this chapter: (if you want something to listen to while you read)
- Warcraft 3 Soundtrack (Undead Tracks)
- Bottom of the Well: Alternate Theme by Pixel8ted Strings
- Majora's Mask Orchestral Arrangements by The Noble Demon

The clacking of our hooves against the stone echoed against the ancient walls, deep into a darkness which even my sight couldn't pierce. Going through the door had led us down a surprisingly long hallway, which must’ve been built in pieces over time due to the differing qualities of masonry every few meters, as if every few decades whoever was in charge of this place had said “Make the wall thicker!” Though, to defend against what, we could only speculate. The floor was divoted with wheel-tracks, ground smooth for carts to be brought in more easily, and the arched ceiling had regularly spaced murderholes. The entire time, Twilight and I had been on edge, ready to throw up some sort of shield had an enemy decided to use them on us.

But there was only the sound of our hoofsteps reverberating through the tunnel as we left the living one outside behind us to enter one that was now long dead.

It was a short walk before we came to a large, open room, wide enough for the ceiling to be supported by pillars, with only a few exits: one on each side, and a large one at the end. A wide balcony, inaccessible from where we were, hung over from around the sides, creating a kill-point for intruding groups.

No archers manned these walls now however. Instead, we'd been greeted by an eerie silence, small motes of dust hanging in the light of Twilight's horn. The tapestries which must have hung here had long since disintegrated to dust on the floor, leaving only brass rods above their piles. In the distance, the night wind ground against the crumbling stones, muffling and echoing through the hall until it was a low white-noise, pressing in behind the echoes of our hoofsteps on the cold floor.

“Twilight,” I said quietly, careful not to let my voice echo too far, “you're the history expert here, do you know what this place was originally built for?”

She looked over one of the pillars as we passed, “Judging by the wear and styling of the stones, I'd say this is pre-Nightmare Moon. Other than that, I'm really not sure.”

“Founding Wars.” Flash stated, “At some point, the unified tribes built structures like this to protect strategic points, like the capital at Everfree. This place looks like it was added onto over the years, so it was probably on a trade route of some sort. It's only half a day's trot from Everfree, and on the edge of Canterlot’s vision, so the EUP would have kept it up as a defensive outpost until the forest took over.” he glanced a bit closer at the repair-work on of the columns as we walked by, “Or maybe even after that. This could’ve been the central base of operations in this part of the Everfree for quite some time.”

“That’d explain the size.” I said as we neared the large door on the other end. I stopped, turning around, “Before we go further, I should warn you girls, there’s some sort of enchantment on these walls that’s preventing me from seeing or casting magic through them. I can still sense the ritual in the basement, because that thing is fucking loud, but I can’t tell you what’s around the corner or how to get there. We’re basically going to be running blind through a maze here.”

“Maybe we should split up then,” Applejack ventured, “ta cover more ground?”

I shook my head, “We have no idea what’s in here, and I’d rather not split our strength. We’re probably going to end up fighting both of those guys at once by the end of this, along with whatever else they have in here, and if they actually manage to bring anything through, we’ll need the six of you together to summon the rainbow.” I glanced around, “Does anypony else have any concerns?”

All of them hesitated for a moment, but shook their heads. With nothing left to say, I turned back for the door, leading our group down that center path, where yet another wide hall, with the same cart-wheel divots, led deeper into the complex.

Without the sense of matter I’d come to rely on, I was just as ignorant of the actual layout as the others. We had no real option but to follow the hallways and hope that they eventually lead where we were going.

That hall ran on a brief ways before splitting off in both directions, and it was here that I hesitated. I quickly analyzed both sides, trying to determine which one was better.

“Which way should we go Meta?” Twilight stepped up beside me, placing a hoof of comfort on my shoulder.

“I... don’t know.” I admitted with a cringe, “As far as I know, they’re both equally likely to lead where we need to go... They both do, in all likelihood.”

“So... Why don’t we just go left?” Rainbow put forward.

“Because, we could also go right...” I said, confusion mounting as my mind began to run wild with calculations, scouring for a meaningful difference in the choices. Both halls seemed functionally identical, right down to the level of wear and tear on the floor.

They all glanced at each other.

“Meta...” Twilight spoke with a note of concern, “If one isn’t better than the other, then why can’t we just pick one at random?”

“Yeah, I like Left right now, so I say Left.” Rainbow stated again.

“Ye... yeah... Ok...” I said with actual hesitation, turning to head that way, “Left it is then...”

That had been an odd moment, and gave me something to ponder as we walked: I remembered reading that there were people with highly analytical minds, whose thought processes would be overwhelmed by trying to make decisions between choices of seemingly equal value. Up until this moment, I hadn’t really noticed a problem, but in that moment my near-indifference had become a serious drawback: the brain uses its less-evolved tools as a shorthand for decision making, after all. I made a note to look into potential solutions to this problem in the future.

We continued down the hall, turning right at the next fork to keep heading for the disturbance beneath the center of the fort.

Pinkie’s twitch was the first sign of danger.

She jumped backwards just as the brick beneath Applejack’s hoof gave with a scrape and click. Everypony gasped at her as the rusted mechanism shrieked into motion within the walls, and the floor dropped out from beneath us.

The moment I felt it come away, I reached down to grab it. In that kneejerk reaction, however, I had not taken the time to consider the fact that my magic was unable to penetrate anything in here, and so the heavy mechanism merely slipped from my grasp.

Flash gave a forceful flap of his wings, shooting backwards with his forelegs stretched to the sides, grabbing Twilight and Fluttershy just as they lost their footing, throwing them back before they tumbled in. His legs weren't long enough to reach Rarity or Applejack though.

The clanging of rusted metal rang from within in the walls around as the pair of trap floors rotated, shuddering as they continued.

Rarity and Applejack began to scream as they plummeted into the dark pit, and Rainbow and I shot downward to grab them. In the moment, both of us had expected the floor to stop once it had completed its drop. It did not. Instead, the two sides continued to flip, the outsides coming back down to close in on me and Rainbow.

In a last-ditch burst of magic, I shoved her upwards, away from the gap, milliseconds before it slammed inward around me. The meat and ichor of my body oozed and splattered as it was crushed, painting a dripping line on the ceiling above and the slide beneath as the mechanism locked back into place, running out in all directions as the rattling in the walls died down and the whole thing went silent.

Both above and below me, I heard the whinnying screams of several mares.

I slid upwards through the crack, yanking my matter back into me, causing it to slide out of their fur and slip off their faces. I pulled myself back into a blob, then quickly rebuilt my alicorn body.

They were panting with wide-eyed expressions.

“Meta!” Twilight gasped, “Ohh, thank Celestia, for a second there I forgot what you were... Did... Did you get...?”

“No.” I said, “There was a smooth incline down there, and they ended up sliding away before I could grab them.”

Rainbow pressed down on the trap tile again, clicking it inward and outwards a few times. Nothing happened.

I glanced around, analyzing the sound it was making now and comparing that to the one I had recorded when it was triggered, noting a distinct difference. “It’s not moving anything back there. The trap must be so old that the chains in the mechanism snapped when it was triggered.” I looked back at them, “Unless we scour the castle for a maintenance access to this, I don’t see any way to get this open again.”

Rainbow snorted, “Can’t you just blast through the floor?”

I shook my head, “If Twilight or I could just blast through these walls, I wouldn’t’ve had us taking the hallways.”

“But... You’re like, the most powerful alicorn I’ve ever seen!” Rainbow protested with a stomp of her hoof.

“No. I’m not.” I corrected, “I don’t have a huge amount of raw power, just finesse. Twilight is the most powerful spellcaster I’ve encountered on this planet.”

“There must be some way to get to them!” Pinkie moaned, “Nopony builds a trap door like that without a way back out!”

“Right...” I said, looking around, “and we can’t use the rainbow without them...”

“Meta,” Twilight picked at the floor with her hooves, horn alight, “There’s a crack between the floor slabs, about a millimeter wide... But... I can’t...” she grunted as she trailed off, her magic slipping uselessly in and out of the crevice.

I sighed, beginning to loosen my physical form again, “Looks like we’re splitting up after all.” I stepped over the crack, lining up with it, “Twilight, the ritual space is a three or four floors beneath us, about sixty seven meters in. Can you feel it?”

Twilight closed her eyes, focusing on her magical senses. She cringed, “Yeah. I feel it. It’s like... a wound in the world, being peeled open...” she shuddered, “and Something Awful is trying to bleed through it.”

“That’s the infernal plane.” I explained in a low tone, “There’s a thick line separating it from reality, but they’ve been whittling it down in that one spot for a while. You five need to find another way to get to wherever that is. I'll go make sure Rarity and Applejack are ok and lead them there. Remember, the enemy has had plenty of time to prepare for us, so expect to find something way more lethal than an old trap like this.”

Twilight nodded with the others, stepping onward, “Be careful down there Meta...”

“Worry about yourself Twilight. Whatever they’re doing in here, it’s not something any of you have encountered before, and you’re about to take the long way in.” With that, I let my body compress into a sliver as I slipped through the crack in the floor, letting myself fall down, into the depths of that black pit, leaving Twilight and the others to wander above...

The slick incline of the trap had gone down for two floors, dropping down a third into a pit, which would’ve been two meters deep, if not for the ancient bones which had collected there.

The room was pitch black, but I could see Rarity and Applejack squirming atop the pile. They could only hear each other.

Rarity lifted a leg as she tried to pull herself up from the pile, “Urrg... What is this stuff? Old Charcoal?”

Applejack squirmed, wincing down at her buried leg, “Rare, watch out, ah think somethin's stabbin’ me real bad...”

“Hang on, let me light my horn.” Rarity shifted her focus upwards.

“You don't want to do that.” I warned.

“Meta?” she glanced up, momentarily distracted, “Did you fall down here too?”

“What's down here? What don't ya want us ta see?” Applejack pulled a hoof from the pile and tried to move it around in confusion.

Rarity looked down with a wince, “I... I'm lighting my horn.”

“You really don't want to do that.” I reiterated.

“Consarn it, what are we lyin- ahh ahh...” Applejack's eyes widened as the light came in and she saw the empty eye sockets of several skulls staring back at her. She lurched back, panicking, then let out a whinny of pain as a few ribs dug into the tough sides of the long coat she had on, which thankfully kept her from drawing more blood.

Rarity glanced over at her, but her eyes followed the sea of bones back to the ones she was sitting in. She drew inward and started to hyperventilate, letting out half-suppressed whinnies with every breath.

I rolled my eyes, reaching out with my magic, “I told you not to look...”

With ethereal claws, I plucked them from the pile, the bits of bones clacking dryly against each other as they fell away, and carried them to the small platform on the edge of the room, setting them gently on the stone tiles. I glided over and touched down next to them, re-solidifying my form with reality with a gentle clack of my hooves.

Applejack whickered with discomfort, calming down enough to notice the bone that had been lodged in the side of her hindleg, a trickle of blood beginning to pool around her hoof. “Ah... Shit... Rare, you brought any bandages?”

“Don’t bother. Not enough time anyway.” I said, yanking out the bone and pressing my magic into the wound.

“Now, hang on there, that’s a pretty deep... cut?” Applejack stopped her protest as I finished weaving her skin back together.

“Mimicking pony skin was one of the first things I had to learn, and it isn’t much different than putting it back together. Let’s get going...” I turned to the small, prison door which gave access to this room, and pushed on the handle. It caught on a bolt. Above the handle was a keyhole.

Rarity turned to pull her saddlebag open with her teeth, poking around inside with her snout, horn flickering, “Hang on, I have something for this.”

I placed my hoof against the hold, and within a second I’d sensed the locking mechanism, pushed back the latch at the back and flipped the internal cylinder, pulling the bolt. I gave it a light shove, and the door swung open.

Rarity glanced up, “Oooor you can just do that.”

“I’m literally made of magic, remember? You’re not going to need stuff like that. Just stay behind me, keep the light on low, and make sure we don’t get overtaken.”

I turned back to the open doorway, and the three of us started off down the musty tunnels of the dungeon...

Twilight’s breath hung in the air.

As the halls winded on, the bricks beneath her hooves had become almost ice cold to the touch, and an unnatural “frost” now crept over the floor and climbed up the walls, glistening like a sickly grey haze in the light of Twilight’s horn and the fireflies of Fluttershy’s lantern. Even beneath the jackets Applejack had brought them, they all felt a chill that their shivers did little to shake.

As they walked, they peeked around the ancient doors into disused rooms, most of which held the remnants of equipment which the guards once stationed here had left behind. All of it was dark and dreary, none of it showed a way down.

Fluttershy rolled her shoulders and ruffled her wings uncomfortably against herself, “Wh- Why’d it get so cold in here?”

Twilight looked downward, eyes narrowing as if she could gaze deep beneath the floor. “This area is right above the ritual chamber. Somehow, it’s drawing the energy out of our world. Heat is energy.” she looked ahead, “If we can just find some stairs, we can get down there and stop this.”

The hallway widened, and ahead they came upon two large doors sitting a few meters apart, both of which looked to lead into the same room. Rainbow and Flash had to press their bodies against one as they pushed it inwards, scraping its sunken edges against the floor as they slowly revealed the crumbling wooden tables of the mess hall.

All around the benches sat ponies, about twenty or so, each clad in jewelry that had barely kept its shine. Whoever they’d been, no meat remained on their desiccated skeletons, their bodies bent over time-cracked ceramic bowls which now held dust.

Rainbow stepped in, looking around with puzzlement, “Did... Did they just die here? Eating their oats?”

Flash walked over to a group, his eyes narrowing as he approached, “These don’t look like soldiers...” he looked closer at the jewlery, “...nightmare moon?”

Rainbow glanced about, “I guess we’re not dealing with the first group of evildoers to use this place.”

“Whatever they were here for, it’s ancient history now.” Twilight stated, “We can figure out what it was when all this is over. Let’s keep looking for those stairs.”

Fluttershy whimpered in surprise, drawing all eyes to her body as it rose and fell with terrified breaths.

“T-Twilight,” she stammered, eyes fixed on one of the skeletons, “I... I saw it... turn to... to look at you!”

They all froze. Not one of them made a sound.

...And that’s when they realized it was no longer silent.

Behind the bricks, they heard a whispering... like a thousand mouths joined in voiceless screaming.... And they were closing in from all around.

“Everypony...” Twilight hissed, wings lifting defensively, “Walk slowly towards the back door with me...”

The living ponies moved carefully, staying very clear of the skeletons, which they could swear they now heard creaking ever so slightly, as if the bones were trying to come back to life without flesh. In a few moments the whole party was bunched up in the back of the room, every skull in the room now looking right at them as they slipped through the large doorway and into a dilapidated kitchen area. Twilight quickly shut and latched the wooden door behind them, levitating a wrought-iron stove which was only halfway rusted and placing it snug against the door to bar pursuit.

They all breathed a sigh of relief, trying not to think too hard about the fully audible shuffling noises now coming from the other side as they turned to keep walking. Across the room, they could all see the open landing of a stairwell, which they quickly followed down, eager to put distance between them and that unnerving cafeteria. The chill in the air softened as they descended, but unfortunately, these only went down one flight, putting them in a storeroom, whose door led them to yet another nondescript hall.

Rainbow scowled, “Ugh... Are you serious? Who designs a castle this hard to get around in?”

“I’m getting the feeling this is the layout they originally planned for...” Flash admitted, moving on, “That trap near the entrance wasn’t something we’d’ve put in, and you’re right, something’s really off about these hallways. It’s almost as if the whole place was made to slow us down...”

Strangely, it was no longer cold or dry on this floor. On the contrary, it was warm and damp, like an animal’s den. And yet, as they walked, they had an odd sensation of strain on their breaths, as if the very atmosphere had somehow become viscous.

Pinkie Pie slowed, “hey, does anypony feel like we’re being watched? Like...” she cast an uncomfortable glance down at her left hoof, lifting it from the floor.

It was giving an odd twitch.

“It’s been doing that ever since we came down the stairs.” she spoke in a hush, “But that one means that there’s something scary I don’t see...” she looked up at the others, “...And it’s in the same room as me.”

All of them slowed, glancing about.

“You got a direction on that one, Pinks?” Rainbow growled as she pointed a blade at the hallway behind them.

“Yeah...” Pinkie gulped as she shrank inward, huddling in her coat and trying to make her body smaller, “All around us.”

Fluttershy’s eyes darted as she stepped backwards, accidentally bumping against the wall.

It had a slight give to it, as if the stone was being held in place by something squishy.

She turned her head and immediately wished she hadn’t.

It was shriveled dry, bloodshot, an eyeball poking out from between the bricks, staring back at her.

She didn’t even breathe as her eyes stayed locked, body frozen in a state abject despair, all semblance of hope draining from her body like blood from a bag that had been sliced open.

It twitched.

She let out a ragged squeal of terror, hooves flailing as she sprung away, smacking into the other wall and bouncing off of it, causing some of the bricks to fall away with a sound like a stone being pulled from mud. Behind them, something living shifted and oozed a sickly rotted blood.

Rainbow’s eyes widened at the sight. She reflexively jammed a sword into the wall with a growl.

Her rage turned to regret as all around them, the walls gave a shudder of agony, the bricks loosening and moving about, as if they’d been stuck there with writhing maggots. Mortar crumbled to dust and poured in around them, and more of the bricks started to peel away, revealing a gangrenous flesh growing, pulsing, bleeding behind the old walls.

“WHAT IN TARTARUS?!” Rainbow shrieked as she yanked backwards, shaking the ick from her sword.

Twilight’s hornlight flickered and flared, she shrieked direction as she turned to bolt.

“RUN!!”

They rushed through the spasming tunnel, which moaned like a whole cult of heretic on the racks.

Pinkie shot out in front, pointing with her snout as she ran, “Look! Stairs!!”

They turned down that corridor, rushing for the opening as the cloud of crumbling bricks gave chase.

From the stairwell, something, white and shaped more like a clump of claws than a real hand, raised itself into view. A pale head, with a mane of spines and teeth like shards of bone ascended the stairs in front of them. It let out a guttural hiss, ribs protruding from its rotting chest, as two similar creatures moved in to join it.

Their hooves skidded on the slimy bricks, which pulsed beneath them as they slowed in terror and disgust.

“What ARE those things?!” Rainbow nearly gagged.

Twilight let out a howl, a blast of light firing from her horn, tearing through the undead creatures and turning them into heaps to be trampled. Behind them, the wailing continued, and they could hear the door from the mess hall above caving in. They kept running, for it was all that they could do, descending deeper down into this pit of horrors...

The wall shuddered as I shot another one of my spikes through one of its eyes. It moaned from about forty three different pseudo-throats as a few more bricks crashed harmlessly against the shield I was holding up like an umbrella above Rarity, Applejack, and myself.

“Must you do that, Meta Dear?” Rarity glanced at the shuddering walls with palpable discomfort, “I mean, whatever this... icky stuff is... it really is quite unsettling as is without you antagonizing it.”

“The Growth is one of the ways infernals maintain the areas they’ve infested.” I said, spawning another shard of bone from my hoof, accelerating its matter and nailing another eye, “If I leave them, it can track us more easily, but if I destroy them, it can’t see in this hall until they grow back, which takes quite some time. I don’t like it watching us, nor do I appreciate the way its been messing with my perception.” I thought for a moment, “Interestingly, the fact that I don’t remember it doing this is proof that I never had this sense in my past life, assuming I existed before Twilight found me. I have memories seeing this stuff somewhere, but not of it actively scrambling my ability to detect matter through solid walls.”

“Ah, Meta? That’s really interestin’ an’ all, but ‘re y’all seriously not seein’ how downright horrifyin’ all this is?” She cringed as I bolted another eye, shying half a step away from one of the pulsating walls, where the flesh was poking out between the cracks in the mortar like some sort of throbbing meat-cake that had been allowed to swell up in the sun.

“Oh, I’m very aware that it’s creepy.” I put a spike through yet another eye without bothering to turn my head towards it, “I’m just not bothering to react because, at this point, there’s no further point in processing my sense of fear. I already know the likelihood of us all dying down here, and I just don’t have the patience to gawk at a glorified wall of flesh, when the real danger is the room we’re trying to get to.”

“Very reassuring Meta.” Rarity scowled, voice dripping, “It’s not the weird fleshy stuff behind the wall we need to worry about, it’s the portal which the evil demons are already pouring out of that’s probably going to kill us.”

“I didn’t say probably,” I corrected, shooting another eye, “I merely implied that there was a significant chance.”

The walls moaned unhelpfully.

“Riiight,” Applejack had her own scowl, “Let’s jus’ keep goin’ and try not ta’ think about the-AAH!”

I snapped my body backwards, stretching my hoof in her direction, swinging it inches away from her head. The blade collided with it, sinking in hard and barely stopping before it went through my flesh and met hers. If I registered damage as pain, the burn I felt going through my leg would’ve been beyond excruciating. As it was, the whole thing had been cleaved off, and the matter melted as the enchantment keeping it together was destroyed by the magic of the sword.

The creature that had taken the form of Illidan scowled at me as the girls scrambled to put my body between his and theirs. “Ah, so it is you...”

“Yeah,” I said, splintering the remaining upper leg into a set of spines which shot in his direction, “It’s me.” The walls behind him were peppered with constructed bone spears as he managed to slip out of the way of all but two of him. I could hear him hiss as they embedded in his arm.

I formed three more forelimbs while the girls clamoured about behind me with whinnying cries as a group of shambling amalgamations of dead flesh and bone crawled into sight just down the hall, hissing and clattering against the floor. Something in my head told me they were creatures cobbled together from decaying matter through dark magic, referred to as “ghouls”, and I was done questioning how I knew anything at this point. Rarity fired a bolt of magic at one, while Applejack started grabbing pieces of fallen masonry to lob at them.

They’d have to handle that for now: I had a bigger threat to eliminate first.

He rounded on me again, holding his swords out in front of him, ready to guard against an attack. Time was on his side, and he knew it, meaning he got to play the defensive role here, and I had to break through before his minions overwhelmed us. With the enchantment on his weapons, however, I couldn’t just overwhelm him with brute force like I had the Dreadlord, so I focused all my senses, and started analyzing his movements.

I moved in, letting all four of my forelegs form spearing appendages, feinting right, left, down, left again, making a few cautious swipes and jabs while keeping my distance. He quickly parried and stepped around my motions, getting in a few good slashes to my limbs, taking two of them off outright. I, however, was getting useful information from this.

At first it had seemed like he was exceptionally skilled with his swords, but now that I watched, I could see that the way he gripped his swords was sub-optimal, and his footwork wasn’t entirely stable either. Clearly, he was skilled. Clearly, he was clever. Clearly, his body was supernaturally fast and strong. Clearly, he’d gotten in plenty of practice. Under the proper application of enough force, however, I could make him crumble.

Behind me, Rarity and Applejack were giving up ground, slowly being overtaken: I had a matter of seconds left to deal with this.

I rapidly spawned shards throughout my neck and mouth, my throat bloating out as they amassed, as my forelimbs regrew and split into a new total of 8 spearlike appendages. I opened my mouth and launched the entire batch of spines in a wide cone, the high-speed projectiles pouring out on him in a two-point-seven-second barrage. I’d already seen him fail to fully avoid it the first time, even with his incredible speed, and this time, he nearly panicked outright, throwing himself back at an odd angle as they sank into his armor, getting through to the flesh in the less protected spots. I’d effectively brought buckshot to a sword fight, which was a trick he hadn’t been prepared for.

I lunged at him from below, sinking my claws into his legs and yanking him towards me at bone-breaking speeds, overtaking him with my forelimbs like a trapdoor spider grappling down its prey. One of his swords slipped from his hand, and he swiped desperately with the remaining one, cutting through two of my limbs and causing them to dissolve, but I managed to get his arm with a third, tearing the sword from his grip before he could do any real damage.

He growled and flailed, kicking at me as I hoisted the bulk of my form on top of his, growing more limbs and tendrils to reach inside of him, stabbing through his unarmored chest, reaching inside of him. He started muttering some kind of incantation, as if trying to cast a spell, but I opened my mouth as wide as his head and jammed it against his face, spawning a cluster of tooth-like protrusions to stab into it, working against his mouth. I reached out with my will, pressing it forcefully against his, preventing him from summoning the energy to do anything more.

I could feel the core of his life force, perhaps what one might refer to as a “soul”, hanging just out of my grasp, like a delicious morsel on a string.

It would’ve been a simple matter for me to reach in and begin consuming it, preventing him from resurrecting like the Dreadlord had, feeding myself with that precious energy, but the girls were now pressed against my backside, shrieking with panic as the unending rush of ghouls bared down on us. There wasn’t any time to eat his soul. Rather than attempting it at the cost of their lives, I bared down hard against his skull, crushing it in my mouth.

I twisted my upper body towards the hallway ahead as he crumbled to ashes which roiled on the floor around us, altering my forelimbs back into a pair of poleaxes and taking a heavy swing at the monsters grasping at Rarity and Applejack. Bones crunched beneath my bladed appendages as I lurched forward and swung the next blow, and then the next. I steadied my hind-hooves against the floor and glanced back at the girls, who were now staring at me in slack-jawed horror.

I almost rolled my eyes, “Oh, quit acting like any of this is surprising at this point and just stay behind me.”

They gave each other a frightened look, but nodded shakily, and we continued onward through the seemingly unending flow of ghouls...

Rainbow slammed her hind-hooves into yet another one, her heavy steel shoes going straight through to shatter its spine, rendering it back to a pile of bones.

Flash dove forward, chopping through the bones of the creature in front of him in another swift, decisive swing of his sword. With that group dispatched, he started swiftly forward, concentrating on keeping his breath up, lest he become winded. Ahead, they could hear another wave of enemies, scraping and hissing as they came around the corner.

They’d been lucky thus far: whatever these things were, they were scarier than they were dangerous. So far, the two soldiers had managed to avoid being wounded by the claws as they held a line in front, thanks to a combination of swift movements and heavy armor, and once they’d been hit with enough force, the crudely formed creatures fell over quick. Had they been a group of inexperienced travelers, this would’ve overwhelmed them, but this was a pair of combat-trained pegasi with substantial backup.

Pinkie Pie had been surprisingly useful thus far as well, as she’d pulled a brightly painted flail out of Celestia-knows-where and was cheerfully smashing away at the monsters that tried to overtake their front line.

Twilight’s horn was steaming as she maintained resolute focus, firing quick blasts around the others, keeping the enemy from holding a line.

Fluttershy was cowering behind the rest of the group, unable to handle creatures she couldn’t work her charisma on, dragging her hooves as she was brought along entirely by the fact that watching the back was less scary than being left behind.

This aside, the group was making steady progress through the halls, breaking through the near-constant waves of enemies one group at a time, hoping that the next one might be the end, or that the next turn would be another flight of stairs, or at least a place where they could rest for more than a moment.

“Keep it up everypony! They’ve got to be coming from somewhere!” Twilight shouted, trying not to focus too hard on the throbbing discomfort she was feeling from whatever was going on a few floors beneath them.

“Celestia damn it!” Rainbow growled, “how many of these things are there?!”

“No way to count!” Flash shouted back, “Let’s just hope they don’t send out anything bigger...”

As they turned the corner, something different came into view: a large, bipedal creature, wearing full armor, carrying a large axe in each hand, glowing red from the eyes and runes around its body, casting a sickly light over its wings and horns.

The Dreadlord.

“...Oops, spoke too soon.” Flash cringed.

Behind him, they could see the sides of the next stairwell, but his hulking body took up most of the hallway. The demon stayed where he was, scanning over the group cautiously, then let out a hearty laugh of mocking, “looks like you dumb horses forgot to bring the one monster that could kill me.”

He shoved his minions aside, walking resolutely towards the group as they started to back into a more defensive posture.

Flash smashed the creature which had drawn near him, then quickly dropped his sword to pull his spear.

Rainbow crouched down, looking for an opening she could exploit in the narrow halls.

Flash went in for a cautious a stab only to have his spear knocked aside. He backed up and made another, which the dreadlord failed to block, but it glanced off the heavy metal armor.

Rainbow saw her opening and went for it, surging forward to jam one of her swords between the armor plates and into his leg.

The Dreadlord growled, dropping to a knee as he swung his axe reflexively.

Rainbow’s sword caught on his armor for a moment, just long enough to keep her from stepping back in time to miss the swift blow. If it had been angled better, it might’ve gone through her armor, rather than leaving a gash in it as she was thrown to the side. She slammed against the wall behind him, struggling to get back on her hooves, only to find a frenzy of claws descending upon her from the next group of minions. She let out a shriek, twisted her body away as she kicked at another one.

Pinkie Pie sprung past the Dreadlord, narrowly avoiding one of his axes as she dove at Rainbow, bringing her flail down on the monsters before they could overtake them.

Behind her, the Dreadlord snarled as Flash managed to jam the spear into the gap below his shoulder. He wrapped his arm around it and yanked it aside, pulling it out of the captain’s grip and lunging forward. Flash wasn’t quick enough to avoid the axe before it caught him on his one good wing, yanking him off his hooves.

Flash screamed as he felt himself slammed against the wall and dragged hard in a blind rage.

There was a surge of light, and Flash ended up thrown against the other wall as the Dreadlord dropped that axe, screaming in agony as he threw up that hand to shield his face, as Twilight focused a solid beam of harmonious magic on it, burning through his skin, and nearly to the bone as he backed away, thrashing to try to avoid it, his only real defense being to keep part of his axe between her horn and his comparatively massive body.

Twilight howled defiantly as she stepped forward, angrilly pressing the assault as she melted his armor and burned away his flesh, driving him back against his own clambouring minions.

Rainbow snarled as she shoved one of the small monsters away, and Pinkie Pie let out a scream as one of them leapt at them. Twilight glanced over just in time to see them fall under the weight of several ghouls.

“RAINBOW! PINKIE!” She screamed, momentarily redirecting her beam in their direction to burn through those attackers. In the next moment, she felt a massive hoof knock the breath from her lungs as it made contact with her side, smashing her body against the ground and sending her tumbling.

Hooves failing to find purchase on the floor, Twilight flailed, seeing the hulking figure bearing down on her out of the corner of her eyes and throwing up a shield above herself in the nick of time. The dreadlord’s axe slammed down against it, causing her to cry out as her magic recoiled from the force.

“Noo...” Flash groaned, desperately scrambling to pull the few bones which were still intact into motion. The limp remnants of his wings smacked bloodily against his sides, and his foreleg threatened to buckle. With no other weapon left to fight with, he prepared to hurl his body forward.

Twilight howled in pain as the axe came down on her barrier again and again, each strike like a hammer to her horn until finally, it shattered. The dreadlord laughed wickedly as he raised the axe for the killing blow, Twilight’s horn sparking uselessly as she tried to regain composure in time, the world becoming a blur as the axe came down.

Twilight was knocked back as a loosely-armored body was smacked against her, causing her to roll further, another attack finally charging on her horn before she even saw what had happened.

Flash let out a gurgling roar of defiance, as his hooves skidded along the blade, pulling it deeper into his chest.

“What...? FUCK!” the Dreadlord swung wildly as he tried to dislodge the living scabbard which had now rendered his weapon useless.

Twilight screamed in anguish as she poured every last ounce of her fury into her horn, bathing the hallway with a light that was literally blinding. Her shriek grew ragged as the sound of air becoming plasma overtook it, a blast like the wind of a sandstorm rushing through the hallway, tearing the monsters away as all the ponies were forced to the floor. For a few seconds, none of them could even see or hear what had happened.

As they opened their eyes, they could see the smoldering remains of part of the wall where the dreadlord had been was, the bugs from Fluttershy’s broken lantern now flying about in anxious confusion, still bright enough to light the area. Around them, the tunnel creaked, but the sounds of oncoming claws had ceased. All that remained of the demon himself was the hand gripping the axe, crumbling to ash without its body.

Beside it, Flash’s corpse was draped limply around the axe, half-furrowed eyes staring blankly into the darkness.

“Flash... No...” Twilight whimpered, dragging herself to his side, ignoring the throbbing pain in her horn. She yanked off his helmet, running her hoof along his limp face, trying to think of some spell she could use to help him, but nothing she knew could piece organs back from tatters. “Why...?” She choked, “Why’d you have to be such a big damn hero?” She started to sob, “I told you not to come...”

She felt a foreleg around her shoulder.

“Twilight, we can’t stop.” Fluttershy said in a wavering voice, holding her close.

“I... I can’t just leave him like this!” Twilight sputtered.

“There’s nothing we can do for him now.” Fluttershy said sadly, “He did it because he wanted us to stop this, and right now, he’d want us to keep going.”

Twilight shook the tears from her eyes, biting her lip as they continued to drip down her face. She reached forward, gently pushing his eyelids down with her hoof, though it didn’t look like he was sleeping at all. Her legs shook beneath her as she stood, and Fluttershy led her to Pinkie and Rainbow, who had just finished bandaging each other. They barely had time to glance back at his body as they descended the stairs, continuing their trudge through this labyrinth of despair...

After Not-Illidan was out of the way, I’d spent the next few minutes beating through the horde of fifty three ghouls, with Applejack and Rarity following close behind, following the trail through the corridors to a flight of crudely built stairs not far ahead. Once we’d descended, we ventured down through jagged-walled catacomb, where ancient crypts were watched over by obsidian and bronze statues of grotesque, otherworldly beings. Naturally, the graves they’d been charged with were now torn up and empty of remains, which, of course, had meant the minions had stopped coming, so the rest of the walk went unimpeded, save for the dimly audible hum of concentrated malice coursing through the walls around us, picking at our bodies like a swarm of bloodthirsty gnats looking for an opening.

We’d finally made our way to a massive oaken door. Around the edges of the ancient, enchanted wood were a series of carvings depicting various symbols of dark magic and lunar cycles. This definitely wasn’t part of the original castle, assuming the guard didn’t decorate the doors of their subterranean chapels with detailed engravings of violent sexual couplings between Nightmare Moon and Shub-Niggurath. I made a note to ask Princess Luna if she’d really been this aggressive during her days as an extraplanar dominatrix the next time I saw her, but the history wasn’t important right now, because what was on the other side was far, far more sinister.

From beyond, we could hear sounds of scraping, not unlike the skittering of a hundred giant cockroaches, moving together in an orgy of claws. Beneath the thin skin of this world, I could feel the energy of hatred, throbbing like a welt that was close to breaking open and spilling its blood.

“They’re in the next room...” I gave an involuntary shudder as a ripple of evil ran across the fabric of reality, “...And they’re close to finishing the ritual.”

Rarity put her hoof to her mouth.

Applejack brashly rushed the door, intending to slam it open, only to find herself held back by my magic. “Why ya holdin’ me back?!” she growled, “We can’t just leave Spike in there!”

“Applejack,” I told her squarely, “If you go in there, I can guarantee whatever’s on the other side is going to tear you apart before you can even get to him.”

“Then what do we do?” Rarity grimaced, “Spike doesn’t stand a chance without us!”

I paused for a moment, pondering the situation...

I didn’t have backup. Rarity and Applejack were capable, but I needed somepony on the level of Twilight to take on this kind of opposition.

The princesses wouldn’t be here for another few hours. I didn’t even have time to wait for Twilight. Hell, I didn’t even know if Twilight and the others had made it this far.

Trickery was out too. I had no idea what they wanted, beyond pleasing their “master”, and I couldn’t really engineer a scenario in which I had the power to negotiate or bargain them down.

I was left with the imperfections I’d seen from the Dreadlord and the Hunter when we’d fought. They’d shown fear when I threatened their lives. They’d shown ignorance when I’d unleashed only a fraction of what I could do. They’d shown an inability to think quickly when I’d turned the tables on him. They’d shown a serious lack of experience when it came to dealing with what I was, whatever you’d call what I was. Even if they knew what I was now, even if they knew I was standing outside, they had no idea just how fast I was about to be on top of them...

...And that’s where a path of least resistance presented itself.

I stepped to the door, focusing all the mechanisms of my mind on my next task. “Rarity. Applejack.” I stated calmly, “I need the two of you to turn around, go find Twilight, and lead her back here.”

“But... what about you?” Rarity asked.

I glanced back over my shoulder, “Me...?”

I turned back towards the door, my form beginning to melt. I could feel the girls stepping back uncomfortably as my so-called “flesh” lost its semblance of realness. My magic was flowing strong, and I was well stocked with matter, all of which would become useful in the next few moments.

“If Luna’s right, and this is just a work of fiction being played out...

..then we’re in the middle of a horror story...

...And I’m the monster.”

Author's Note:

HEY EVERYPONY, IT’S SHOGGOTH TIME!

So, interesting tidbit, The Growth (that flesh growing behind the walls) is a thing from a dark medieval fantasy setting I’ve been working on. If you’d like to read (and play an RPG) about radioactive elves and talking rat creatures becoming knights and fighting against horrific monsters from beyond the veil of reality, you should keep an eye out for that: it’ll pretty much be the kind of stuff I write on here, but without the limitation of ponies.

Also, I’m officially entering into the launch phase of my Patreon, which will help me not have to work as many contract jobs in order to pay off the bills, thus giving me more time to write, and also show me that I can actually make some money off of my art, which, once again, means I can do more of it. If you’re interested in throwing me a couple of bucks a month, you can find it at patreon.com/RockstarRaccoon.

Probable crises aside, I don’t have a huge amount on my plate this next month (especially if the Patreon takes off), so I’m hoping to have all of the next chapter up real soon. Wish me luck! :3

6,511 views

1,071

Previous Chapters Next