Intermediate Host

by Dark Avenger

First published

Twilight Sparkle falls victim to a Leucochloridium paradoxum...

"Nature is so fascinating..."

Fluttershy, in all her innocent glory, is quick to remind us every chance she gets. But that fascination quickly becomes morbid when we do not shy away from nature's less cuddly corners...

Twilight Sparkle herself is about to face such an experience firsthand. During a well-deserved meal after a hard day's work, the egg of a certain parasitic worm manages sneak past her defenses and enter her digestive system. Though the creature is only meant to survive in and infect small invertebrates, life always finds a way...


(Rated M and "dark" and whatnot because I have no intentions of making this pleasant. At best, it may get you off if you're into this sort of thing... which is why this might count as my very first shot at an honest to God "clopfic")

Leucochloridium paradoxum

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"Uuuungh..."

The loud groan made the farmpony's ears twitch. She thanked her last customer and turned to look at her friend, who was stumbling about with a look of strong discomfort on her face.

"Y'all right there, Twi?" Applejack said.

"Yeah, I'm just... Ugh..." Twilight sat down and rubbed her belly with her foreleg. "My stomach's not my best friend today..."

"Somethin' ya ate?"

"Not much since yesterday..."

Applejack stepped closer to get a better look. "Whoa... Ya look a lil' green around the gills. Maybe ya should go visit a doctor."

"Nah, it's not that bad..." The unicorn chuckled. "I guess even Fluttershy's cooking can be a challenge sometimes."

"Oh, that?" Applejack laughed as well and patted her friend's back. "Heh, gave me a few nasty dreams last night. Still, it was some good eatin', right? I'm sure it'll pass."

Twilight sighed, her hoof still massaging her stomach. "Yeah," she muttered. "I guess so."

"Ya know, maybe ya should have used yer magic after all," Applejack said. She went back to her stand to dismantle it and prepare the parts for the journey home. "Carryin' all those big loads and whatnot. Big meal after hard work upset yer stomach? Wouldn't surprise me..."

"Well, how else am I supposed to stay in shape?" Twilight said. She trotted up next to her friend and helped her remove the sign from the stand. Her eyes twitched as her horn lit up to remove the screws, the effort of using magic seeming to pain her today. "Besides, spring cleaning is way more fun without advanced magic. It means it's something we can all do together, same as Winter Wrap Up."

Applejack lit up. "Hey, that reminds me: don't ya got some kind of spell that could help you?"

Twilight shook her head, the glow on her horn fading away. "I can't fix every problem with magic, Applejack. If I don't let my body heal itself, it will never be ready to face trouble in case my magic fails somehow..."

"Ah see what ya mean."

Twilight's face contorted, and another tiny belch left her lips. "On top of that... I don't actually know any healing spells."

Applejack blinked. "Wait... Seriously? Ah thought you were like a whole library of spellbooks on four legs..." She scratched at her head and chuckled nervously. "No offense."

"None taken." Twilight groaned and let out another belch. She did not even try to hide it this time. The relief was all that mattered. "Ugh... Pardon me. And no, skill in unicorn magic is not universal. It's not as simple as 'learning a few spells'."

"Like how work on mah farm ain't just about kickin' trees real hard, right?"

"Exactly. Most of the things you see me do are thanks to me practicing them my whole life. If I wanted to heal ponies, I'd have to spend years in a medical school first."

Applejack smiled. "Well, if unicorn magic can't help, want to try the earth pony way instead? Ah'm sure Granny Smith has a few recipes that could help."

Twilight hesitated for a moment, but ended up returning the smile. "Sure, why not?"

-----

Twilight awoke with a low groan. Her eyes sluggishly opened, only to close again quickly from the morning light that seeped in through the blinds. A crushing agony descended on her skull, making her groan again as she rolled back and forth on the sweat-soaked cushions.

She belched, and the bitter smell of the odd concoction she got from her friend rose up from her belly. Last time I ever drink "Granny Elixir" before bed... she thought.

Twilight frowned. Something was very wrong. Not that she felt sick; the nausea did not get any worse. Then again, it did not get better either, and she now had a slight headache, as well as a soreness in her throat, plus a weird tingle in her forehead. But other than all that, she felt fine. Probably just a bad night's sleep. Still, something kept nagging at her that things were about to get very bad, if they had not already.

With a sigh, she sat up, gave a long yawn, and climbed out of the bed. A quick shake of her head brushed away her concerns, though the ache and nausea remained. Her hooves slowly dragged her in front of the mirror nearby, where she summoned her brushes and combs for her daily grooming process.

Once she finished washing her face, brushing her coat, and making sure her mane and tail were both in order, she looked herself over, a satisfied smirk on her face. Already the mild aches and sickness seemed to be fading away as a result of her routine of tidying herself up. She gave a pleased sigh and was about to turn away when her eyes caught on something.

"What the hay?" she muttered.

Just at the base of her horn, she noticed a slight bulge under her skin. Twilight's eyes narrowed, and she leaned a bit closer to the mirror. At first, she thought she was just seeing things, but the bulge was still there after several blinks and wipes of her eyes. She reached up with her forehoof to touch it, only to gasp in surprise and freeze when the bulge seemed to move, followed by an odd tickling sensation at the same spot.

An odd lurch passed through Twilight's insides, all the way up through her throat, and the feeling of dread from before now returned with a vengeance. Moments later, she watched, wide-eyed, as more and more of her scalp around her horn bulged slightly, the tickling sensation intensifying along with them.

Twilight gasped again when the tingling spread to her horn directly, and the paper-thin layer of skin that coated the appendage bulged as well. It started at the base, and what looked like a small tentacle appeared under her skin and snaked its way up from the swollen area.

"Oh my gosh..." she whimpered. The tendril slithered further along the edge of her horn, pushing up the skin along the way. Her blood ran cold as she felt the thing rub against the bare bone and tissue underneath. "What is that? What is that oh my gosh Celestia help me..."

The tumor-like blob in her skin followed after the invading tentacle. It wrapped around her horn and slowly inflated under every inch that the lead tendril gained. A sickening sensation added to the odd tingle as her skin stretched, along with the feeling of someone wrapping fleshy fingers around more and more of her horn, their grip tightening with every passing moment.

Twilight gasped for breath, her heart pounding in her chest. Instinctively, she tried to use her magic, but all her horn could manage was vomit a few sparks from the tip. She tried again and again, but once the intruder moved a bit further up, she was unable to get a reaction at all. She could only stare in horror now, convinced that it was just a bad dream.

"...what the hay is that oh celestia get it out get it out of me please somepony help..."

She almost bit her tongue when the tentacle, now halfway up her horn, made a more rapid move and advanced a whole inch in the blink of an eye. The bulge followed it, and just under the thin membrane of her unnaturally stretched skin, Twilight noticed a flash of bright green slide along the inside of her appendage.

The tentacle pushed again and managed to reach the tip of her horn, the bulge rushing to catch up. The stretching was akin to someone trying to stuff her horn to bursting, and her skin felt close to a breaking point.

Twilight was too scared to move. Too scared to speak, or even blink. Her eyes remained glued to the sickening invasion, where the greenish presence from before was lighting up all around her horn now. Starting at the very base of her horn, her scalp had swollen out, filled to the brim with the bright green intruder, effectively smothering the appendage.

"...dear merciful celestia no this is impossible this is..."

Her hooves shook uncontrollably as she backed away from the mirror. The slightest twitch sent shivers down her spine as the tension in her scalp grew rapidly. The thing inside her horn had inflated the skin to over twice its volume, and it showed no signs of stopping. The membrane of skin inflated well beyond the fine tip of the bone to form a dull, rounded growth. It looked as though some translucent, balloon-like mockery had replaced her horn, though she could still catch a faint contour of the organ underneath.

Moments later, the swirling colors coalesced into a row of blurry stripes, arranged in alternating shades of green, while what looked like blots of ink collected near top of the growth, forming a pair of eye-like dots at the very tip. The swelling peaked, at which point the intruder stopped abruptly.

Twilight breathed hard. The grotesque image seemed impossible, yet the intense sensation convinced her that it was real. Her skin felt ready to burst at the slightest motion. Although there was no pain, the horrible tension in her scalp had her believe that it could rupture at any moment, which left her paralyzed with fear.

"Help me oh my gosh help..." She was finding her voice now. The intruder had stopped moving, but that was little comfort for her after all it had achieved in less than a minute.

If I let it keep going this way...

A million instincts fought for control at the same time. She wanted to run. To rip the thing out of her. To carefully go downstairs and seek help. Her legs remained rooted in place.

The thing inside her horn twitched.

"Help..." She tried to shout, though only a desperate whine came out. The thing twitched again and again, creating a horrible slimy sensation under her skin. Twilight's heart was beating in her throat now, but she was determined to squeeze her voice through. "Help! HE—"

Her scream was cut off and turned into an low gurgle, her gaze just able to catch the striped pattern of the creature pulse under her skin before a powerful rush of nausea and vertigo overwhelmed her head. Her eyes crossed as she felt something thick and slimy pump straight down from her horn and into her skull, only to squirm around a bit and pull back. A sickening lurch passed all the way through her body in response, her insides crawling and twisting into knots.

Twilight gagged, her forehead and nose throbbing as though she had managed to vomit part of her brain out through them. She gasped for breath and struggled to keep her balance, her eyelids blinking away at stars and black spots as she tried to refocus her vision. With a great effort, she managed to lean on the vanity and lift her gaze at her reflection, just in time to see the thing move again.

The mare fell away from the mirror and doubled over, eyes rolling back in her head as she gurgled more violently. Her body shook uncontrollably as the sensations returned even stronger. But the thing did not even wait for her to recover this time. Twilight heaved as the second pulse came, a small puddle of bile exiting her mouth, and it felt like her skull and intestines came out as well. A third pulse came just as she desperately tried to right herself and escape. Her legs gave out in mid-stride, and she fell against her bed. The fourth made her bladder release, or at least what little was left in it.

Bit by bit, the intruder built up a slow rhythm. Twilight was on the verge of blacking out, her body all but numb from the overdose of discomfort. There was still no genuine pain, just the same sickening pressure throughout her, not unlike the one in her horn. It blocked her ability to even think, let alone act. She could vaguely feel the creature slither back and forth, pushing its slimy mass in and out of her now empty-feeling skull. Her nerves, entrails, and veins all spread the vile feeling to the rest of her body. Her limbs twitched and jerked uncontrollably, and she had a constant urge to empty herself from every orifice.

After about a minute of this relentless torture, the motions of the intruder finally calmed down a little, and the violent reaction in Twilight's body lessened enough to allow her to breathe properly. Her hooves held on to the bedpost for dear life, and she gasped for breath, limbs and insides still twitching. Weakly, she pulled herself up enough and managed to turn her head to look at the mirror again. The thing inside her horn calmly pulsed back and forth, the green stripes and dark spots sliding along the inflated skin. She could feel the tiniest motions, the slimy flesh hugging her horn and throbbing in her skull, and the nausea and pressure it spread through the rest of her body.

Oh Celestia what is it doing to me why—

She gurgled and fell to the floor, mind going blank as the pulsing intensified again. It stopped a few seconds later, relieving the pressure on Twilight's mind and body.

What was that why did—

It came again. Twilight emptied the rest of her stomach's contents onto the floor. Like before, the thing relented quickly, but as soon as she tried to form a coherent thought, let alone start panicking inside her head, it "chastised" her again. At one point, out of pure instinct, she tried to make a run for the stairs. After another minute of gurgling and convulsing on the floor, it finally let her go once more.

Twilight breathed hard once her limbs managed to calm down. Tears streamed from her eyes as she sluggishly pulled herself back onto her haunches. Her mind was quiet and numb, held down as a reflex to the punishment she got every time. Instead, every thought was replaced by the constant squirming and slithering of the thing in her horn. The slimy noise became a constant drone in her skull. She shuddered and whimpered helplessly, but couldn't even think about why she did so.

For a couple of minutes, Twilight just sat there, the parasite pulsating in her forehead calmly. Her mouth hung open, making her drool all over her forelegs, and her eyes stared blankly ahead. She tried to "resurface" again, to comprehend what was happening, but the thing easily pushed her back down, eliciting a small groan each time. What little remained of her mind's functions now tried to experiment, or rather: blindly claw at the boundaries set up by the intruder to see what she could still do without resistance.

Her limbs jerked, and she attempted to move them around. The invader's movements remained the same. She tried standing up and marching a few paces in no particular direction. Still nothing. Content with having this much freedom, Twilight marched about akin to a feral creature, eyes glazed over and mouth agape, drooling. Her legs seemed to cooperate just fine, able to keep up a steady pace without stumbling, and they could even avoid obstacles and move up and down stairs. All they lacked was an actual goal to move toward.

Twilight tried to direct her vision next, but apart from just looking straight ahead, half-focused, she was allowed little more. Moving her mouth, let alone forming coherent sounds with it, was also right out. The very attempt of coming up with a message led to swift punishment.

She spent a couple more minutes testing her boundaries. The rest of her senses and most of her basic functions seemed to be unaffected, but that still left her at the invader's mercy. She would have sighed in frustration, but the emotion could not form. Her mind could still experience sensations, but it could not comprehend them on any higher level. It was empty and quiet, dominated by the noise and the feeling of the parasite's movements.

"Uuugh..." She twitched and gurgled when another burst of discomfort came. It was different this time. The thing pulsated a bit faster, but not in an effort directly against her. It was excited by something, and that led to yanking on her choke chain.

As her head lifted up, she noticed that she had managed to wander near her window, and the sunlight from outside washed over her. The parasite immediately reacted. The discomfort in Twilight's body grew as the intruder urged her to move toward the light. While she herself could not make this connection, not doing anything was no longer enough for the torment to stop.

She desperately tried to react, each attempt stopping when the parasite punished her for doing the wrong thing. Eventually, she found that moving closer to her window made it let up. She obeyed until her forehead ended up bumping against the window repeatedly. Another lurch passed through her from her horn, and she had to back away this time.

Now out of the light, the pulsing thing directed her to find a way out. She realized this when it reduced the punishment the moment she left her room. Getting down the stairs took a bit longer, since she first tried all the other places on that floor, and since the parasite thought trying to operate a door was a rebellious act, it took another ten minutes before she finally managed to crawl outside through a window that had been left open.

Bathed in sunlight once more, Twilight Sparkle groaned as the pressure in her head urged her to follow its source, so she lifted her hooves and calmly set off in the direction of the afternoon sun. There was no demanded pace, and she did not intend to hurry without being forced to, which gave the other inhabitants of the town plenty of time to stare at her in shock as she marched past them, a dazed expression on her face, and a bright green, pulsating thing living on her horn.

-----

"Mmm..." Pinkie Pie sniffed at the warm and heavy pot. Licking her lips, she set it down on one of the tables in front of Sugar Cube Corner, her friends gathering around her. "Smells really good, Fluttershy. A new recipe?"

The pegasus blushed. "Just something I threw together. You were all so nice to help me last week. It's the least I can do."

Applejack patted her on the back. "Don't mention it, sugarcube." She frowned. "Say, anypony know where Rarity's hidin'?"

"Coming~!" the mare in question called out. "Sorry I'm late, everypony. There were no clean dishes left, so I didn't have time to get everything else after cleaning a few." She trotted up next to them, horn glowing, and six sparkling clean bowls levitated out of her saddlebag, along with a bundle of spoons and a ladle, which she quickly arranged in front of everypony's seats. She followed up with some colorful napkins and a packet of mints, making her friends stifle a laugh. "What?" She huffed and held her snout high. "I'm not just going to let us eat like animals now, am I?"

"We better wait for Twilight though," Fluttershy said as she took her seat. "Hmm... You know, it's not like her to be late. Maybe she ran into some trouble?"

Rainbow Dash chuckled. "Nah, she's probably just doing checklists about checklists again." She pulled the steaming pot closer and reached for the ladle. "So what say we—"

A series of gasps and panicked cries from around them cut her off. They quickly turned to look, jaws dropping when they realized what the commotion was about.

Twilight Sparkle did, in fact, make it to their appointment. She was almost on time, too. However, the parasite currently living in her head made sure she was in no condition to partake in a mid-afternoon supper with her friends, late or not.

Everypony around stared in horror at the grotesque image, a few of them murmuring and stumbling out of the way as the unicorn marched down the street toward them, only to walk straight past, oblivious. Within moments, she was just a few paces away from the table where her friends sat.

"T-Twilight?" Pinkie Pie whimpered. Her legs shook as she got off her seat and stepped up to her friend. "Are... Are you okay?"

The mare did not seem to notice her at all. She kept on marching, an empty look in her eyes, face contorted and stained by tears, jaw hanging open and drooling. Occasionally, the thing in her horn would move a little faster, and she let out a small, guttural moan.

Rainbow Dash floated several feet off the ground, keeping pace with the catatonic pony, but not wanting to come any closer. "What... What the heck is that thing?" She pointed at the pulsating creature in disgust.

"Celestia have mercy on us..." Applejack whispered. She ran up beside Pinkie, Rarity in tow, and waved her hoof in front of the purple unicorn's face. "Twilight! Are ya all right? Can ya hear us?"

They formed a rough semi-circle in front of her, walking backwards while Twilight marched on, not reacting at all to their presence beyond a few more groans and the occasional blink. At one point, they tried to stop and block her path, upon which their friend stopped as well. Their panic grew as she gave a low, agonizing moan, her body shuddering in an odd way as she stepped closer and tried to find a way past them, the thick green mockery on her skull now inches away from their faces.

Fluttershy was the last to catch up. She was the only one among them who remained calm, though she was no less disturbed by the scene. "This..." she muttered. "No... No, that's impossible..."

"What?" Applejack turned to her. "What is it?"

"N-no..." Fluttershy trembled. "No, there's no way..."

"Fluttershy!" Applejack ran up to her and grabbed her shoulders. "Snap out of it! What are ya blatherin' about? Do ya know anythin' about this?"

"Yes. It's..." The pegasus bit her lip. "It's a parasite. But..."

"But what?" Rainbow Dash joined in. The others approached as well, while Twilight inexplicably remained still right where they left her.

"It infects snails."

"Parasite? Snails?" Pinkie said. "What are you talking about?"

"Snails. There's a creature that does this to them. It looks exactly like... that..." She pointed to the thing in Twilight's horn. "...except smaller." Her outstretched forehoof shook. "And that's what I don't get. How... how could it infect her?"

Rarity blinked. "Fluttershy," she said. "Listen to me. This... this parasite..." The word itself almost made her gag. "What does it do exactly? To the snails, I mean."

Fluttershy took a deep breath. "It crawls into their tentacles and... controls them. It lives in their stomachs and... sends its limbs up from there... to take over." She looked at Twilight again and gulped. "In her case, I... I think it adapted to go for her horn and... it must have gone through her brain along the way..."

Rainbow Dash felt her jaw drop. "Y-you... you mean... It's in her belly and... It went into her...?"

Fluttershy nodded. "Yes."

All the ponies turned back to their catatonic friend, a deathly silence coming over the scene, only to be cut off by another gurgle from Twilight as she slowly resumed her march.

Applejack and Rainbow Dash both screamed at the same moment. Pinkie Pie summoned a bucket out of nowhere and emptied her stomach into it. Rarity just stared blankly, not saying a word. She continued to do so for several seconds before collapsing like a rag doll, eyes rolling back as she lost consciousness.

Aggressive mimicry

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Twilight Sparkle was not having a good day.

"C'mon Rarity! Wake up!" Applejack kept shaking the unconscious unicorn on the ground. Rarity groaned, face twitching slightly, but she would not open her eyes.

Of course, Twilight herself was only vaguely aware of her own dire state, let alone the commotion around her. She gurgled quietly, head throbbing and mind empty from the parasite's motions. With nopony blocking her path, her legs marched her onward once more, a chorus of panicked cries and expressions of fear and disgust trailing her.

"Celestia help us..." Rainbow Dash muttered. She trailed the catatonic unicorn hesitantly, trying to keep the same distance between them. Her forelegs were restless, torn between wanting to help her friend and being repulsed by the parasite.

"What are we gonna do? What are we gonna do?" Pinkie Pie sprinted in circles around the farmpony and the fashionista on the ground, screaming non-stop. Her face was drenched in tears, and her teeth alternated between mauling her tongue and her lower lip. "Somepony do something!"

"H-hey!" Fluttershy said. Her voice remained calm, but it was also too soft to be heard among the chaos. "Everypony, please! Just stay calm! We need to—"

"Twilight?"

Everypony froze, their blood running cold from the familiar voice. Shuddering, they turned to look and watched the little dragon tiptoe a bit closer, a look of confusion and worry on his face.

"Hello?" he called out to the purple unicorn. She did not react. "T-twilight? Hey, can you hear me? Wh-what's going on?"

He ran up to her and stood in her path. Twilight groaned in response and halted again. Spike looked up, and his eyes widened when he noticed the thing on her horn. "Oh my gosh... Wh-what the heck is that?" His claws tugged on the mare's legs, and he trembled from her blank expression. "Twilight? What happened to you? Are you okay?"

Twilight's body jerked, and she gave a more desperate groan. Her mouth moved slowly, and a fresh wave of tears bled from her eyes.

"H-helllp... meeee..."

"Twilight?" Spike whispered. "C-can you—"

Everypony gasped when he cried out, the unicorn's forelegs nudging him aside as she tried to keep moving. Hands shaking, he stood in front of her and grabbed hold again, upon which Twilight's legs gave a more forceful shove, knocking him to the ground. When he tried a third time, she did not even slow down and practically walked over him.

The other mares stood and watched in horror as Spike lay there, staring after Twilight. The drake's body shook, and he let out a long, painful howl that sent a chill down the spine of everypony nearby. Curling up on the ground, he cried and sobbed uncontrollably, akin to an infant who had been torn away from his mother.

Applejack stumbled toward him, slowly coming back to her senses, only to freeze halfway and stare in awe when a white foreleg wrapped around the dragon's head. It gave a gentle rub and pulled him into a comfortable embrace. Spike buried his face into it, his tears and whimpering soaked up by the soft fur.

"I... I w-was..." Spike blurted out between sobs. "I d-don't get what's going on! She... she said she'd make me b-breakfast because I was good all week but nopony w-woke me up and her room was a mess and it was weird and I came down and she wasn't home and I—"

"Sssh!" Rarity cooed. Her foreleg stroked his head gently, while her own eyes welled up with tears.

"Wh-what happened? Why is Twilight... is sh-she... z-zombies or..." His voice turned into incoherent whimpering.

"It's okay, Spikey-wikey," Rarity said. She sniffled and leaned in to nuzzle the dragon's forehead. "Just calm down."

Spike kept clinging firmly to Rarity, though his bawling managed to die down as she did her best to comfort him. Everypony felt an odd mix of pain and relief, and even Rainbow's eyes tingled from the scene.

A cry of surprise in the distance snapped her out of her reverie, and the pegasus turned to look. In the distance, she noticed their friend as she kept stumbling away helplessly, the bystanders staring at her in horror.

"She's getting away!" Rainbow cried to the others.

"What?" Applejack wheeled around. "Oh, for the love of— Well then don't let her!" she shouted back in desperation.

"Okay!" Rainbow Dash prepared to zoom off, only to hesitate at the last moment. "Uh... How?"

"Ah don't know, just do something!"

"Alright, alright!"

Without wasting any more time, the pegasus aimed herself straight at her possessed friend and dove in, forelegs outstretched. Once she got close, they quickly wrapped around the unicorn's barrel and plucked her off the ground, allowing Rainbow to drag her back to the rest of the group. Once there, she dropped to the ground and held on tightly while urging the others to help.

Applejack and Pinkie Pie rushed over immediately and pounced on Twilight's thrashing limbs. Fluttershy was more hesitant, while Rarity was still busy keeping Spike calm. The rough attempt to restrain the dragon's lifelong friend did not do wonders for his nerves.

"Wait!" Fluttershy meekly called out. Her forelegs relaxed a bit around Twilight's own. "Careful! I... I think we're hurting her."

Twilight groaned desperately and shook all over. The parasite throbbed furiously, urging her to keep moving. Her limbs flexed, but they could not move. With every second she spent held down, the intruder upped the punishment.

Her friends winced at the gurgling she let out, but they would not let go. At this point, the torture was strong enough that Twilight could manage a few panicked thoughts, since the pressure stayed in her head either way. Her surroundings were a blur. The only coherent thing in her mind was a desire to escape. Get out. Do anything to make her torture stop. And since she could not move, she focused on her only alternative: magic.

A surge of energy passed through her horn. In response, the parasite's grip on it loosened, though it kept up the throbbing in her head. With the lock on her magic released, Twilight gritted her teeth and set off the first spell that came to her struggling mind.

There was a bright flash, and her friends tumbled to the ground. Pinkie got back up first. She let out a cry of surprise and pointed further down the street, where they noticed Twilight standing three blocks away from them. The parasite in her horn slowed almost to a halt, as though the events left it just as stunned as her friends were.

Without thinking, the others got up as well, and they ran after her. As soon as they got close, however, Twilight let out a groan, her puppeteer moving again, and she disappeared in another flash, blinking in over a dozen blocks away now.

"What the hay?" Applejack muttered in disbelief.

Rainbow flapped her wings and zoomed off in pursuit. She managed to get within a few dozen yards of the hapless unicorn, only to gasp when she teleported away a third time. Her head turned back and forth, but Twilight was nowhere in sight.

"Darn it, where'd she go?" she shouted.

A few panicked cries in the distance revealed her to be all the way at the edge of town now. They only lasted a few seconds, after which another bright flash went off.

"My gosh..." Rarity said. "The thing is making her teleport away!"

"Rainbow!" Applejack shouted. "Stop! You're only gonna make it worse!"

The pegasus halted in mid air and turned back with a frown. "Well, what the hay am I supposed to do then?"

"Just keep an eye on her! Don't let her out of sight, but don't get too close! If we lose her..." Applejack gulped. "Ah don't even wanna think about it..."

Rainbow nodded and took off, flying low between the buildings to keep out of sight. The farmpony watched her go and turned back to the rest of her friends, who had varying degrees of confusion and worry on their faces.

"Alright..." Applejack took a deep breath. "Everypony follow me!"


A bright flash and a loud noise shook up the meadow, dispersing a flock of birds nearby. At the center of the phenomenon, a purple unicorn let out a low groan and swayed, ready to collapse on her hooves.

"Uuunnnngh..." Twilight's eyes blinked individually, and her mouth hung open as she gasped for breath. For a while, she just stood there, eyes and ears waiting for the next thing to set her off. When it never came, the pulsing in her skull finally calmed down, and she shuddered in relief.

But her respite was short lived. The parasite only gave her a minute-long breather before it upped the pressure again, forcing her to keep going. The unicorn obeyed, the urge to move coming almost naturally now. The very idea of that tickled her mind, slowly boiling up fear and revulsion inside it, but her thoughts were instantly pushed back down by another throb in her brain.

Twilight moaned, her mind emptying once more. She stumbled onward through the wide green plains, nopony around to disturb her. After an hour of marching, she had to pause again when her stomach growled. This time, the creature did not punish her, merely continued its calm rhythm, while the unicorn struggled to cope with her body's complaints. The grumbling in her stomach was accompanied by a dry sensation in her open mouth. She moved her tongue around and tried to gulp, but it only made her throat hurt.

"Uuuugh..."

Her head slowly turned back and forth, and her ears perked up from the faint noise of water trickling nearby. She shuddered in anticipation and trotted straight toward the source. After only a dozen paces, a clear stream with a rocky bed came into view. Without hesitating, Twilight rushed toward it and dove in to quench her thirst.

Once she had enough, the mare lifted her snout from the water, stretched her limbs a little, and gave a deep sigh of relief. She sniffed at the air and smiled from the pleasant scent of fresh grass nearby. The pulsing in her head all but faded into the background, along with her own thoughts. After all, there was no need to think about anything as she approached the nearest healthy patch of greens, opened her mouth, and bit down on the fat blades of grass.

With no punishment coming in response, the purple pony grazed happily for a few minutes. Once her belly was full, the parasite lightly pulled her "reins" again, and she moved on.


Applejack leaned over the edge of the cart, squinting as she tried to make out the features of the horizon on her side. The wind tugged at her mane and forced her to hold onto her hat with one hoof.

"How are we even going to catch her?" Pinkie said. She leaned over the other side of the cart and danced on the tips of her hooves, unable to keep still. "She just keeps going 'Blink!' and 'Flash!' and the next moment she's a whole town away!" She gave a sad frown, and her mane looked a lot less poofy than usual.

"Calm down, Pinkie," Applejack said. "Whatever we do, we gotta make sure we find Twilight first." She paused and gave a deep sigh. "Let's just hope Rainbow can keep her cool until we get there."

They soared through the air in silence for a while, everypony scanning the horizon to the best of their ability. After another few minutes without any results, Applejack spoke up once more.

"Ya sure she came this way, Fluttershy? Ah don't see—" Her eyes widened, and she thrust out her foreleg. "There!"

Her friends turned to where she pointed, and they spotted a blue figure with multicolored highlights in the distance. "Well, that's our direction, Fluttershy," Rarity said. She gave the pegasus a reassuring tap on the shoulder. "Go on. You're doing really well so far."

Fluttershy said nothing, merely gulped and carefully leaned to the side, steering the cart in the air in the direction of the other pegasus. Her wings flapped a bit faster, and her friends braced themselves as the cart gained a bit of speed. A few minutes later, they managed to catch up to Rainbow Dash, who hovered in the same spot the whole time, her eyes focused on a point in the distance.

"About time you guys got here," she muttered. Her gaze kept to the same direction, even as they floated up beside her. "Brought a cart? Good thinking, whoever it was."

Pinkie giggled. "Ooooh, it was my idea! What do I win?"

"Shhh!" Rainbow wheeled around, frowning at the pink mare. "Keep it down! If she hears us—"

There was a bright flash on the horizon, right where the cyan mare was looking moments before.

"...she might do that." Rainbow groaned. "Alright, enough fooling around. Everypony keep your mouths shut, and your eyes peeled." She quickly strapped herself into the harness next to Fluttershy, and the two of them got the cart moving again. "We gotta find her. Again."

"There's no need to be a brute, Rainbow Dash," Rarity said. "I'm quite certain she couldn't hear us all the way from over there."

"Yeah, I know, I know..." Rainbow sighed. "Sorry, today hasn't been a very good day so far. And yeah, she seems to do that at random. They're short jumps, so I've been able to keep up so far. Let's just hope she keeps going in the same direction."

With their combined wingpower, the cart was able to fly much faster and more smoothly. Still, for almost ten minutes, they found no trace of Twilight anywhere around them. As they sped further away from home, the lands began to change rapidly, lush green fields and forests giving way to hills, then entire mountains that lined the horizon.

"See anything yet?" Rainbow glanced back over her shoulder.

"Nope..." Applejack hung her head.

Fluttershy whimpered, her wings faltering slightly as she stared at the vast, foreign mountains up ahead. Rainbow Dash shot her a look, but said nothing, while her own wings flapped a bit stronger. The others yelped and braced themselves as the cart lurched beneath their hooves.

"Ugh... Could you please be careful, Rainbow Dash?" Rarity said. "This isn't one of your stunt shows!"

"Just keep your eyes on the ground, okay?" the pegasus shot back.

The fashionista grumbled and leaned over the side of the cart, eyes scanning their surroundings below. Moments later, Pinkie Pie lightly tapped her side of the cart and pointed to their right, not saying a word this time. The others turned to look and noticed a purple figure trot slowly toward the mountain range in front of them.

"Okay, I see her," Rainbow said quietly. She steered them toward their friend and reduced their speed, keeping a generous distance. "Now we just need to stay out of sight. Me and Fluttershy will keep us in the air."

"And what about us?" Rarity said. "Are we to just sit here and wait, twiddling our hooves?"

"Maybe we should let the princesses know?" Applejack joined in. "If anypony will know a way ta fix this, it's them."

"Good idea," Rainbow said. "Well, let's write a letter and have Spike send it."

Fluttershy gasped. "Wait... what about Spike?"

"What about him?" Pinkie tilted her head to the side. "Um... Rarity was watching him, right?"

"I took the poor darling back to the boutique and told him to lie down," Rarity said. "The poor dear, he was so horrified."

"Oh no..." Fluttershy could barely whisper.

"What?" Applejack and Rainbow asked in unison.

"We didn't bring Spike," the yellow mare said. "He's back in Ponyville. So, um... How are we supposed to let anypony know which way they need to follow us?"

They stared at her for a few seconds in complete silence. Rainbow Dash felt her eye twitch, and her hind leg bucked against the cart, making the wood crackle. "Oh, goddesses dammit!" she cried out. Her foreleg slapped onto her mouth a split second later, but it was already too late. Before any of them could react, Twilight disappeared in another bright flash.

"Perfect..." Applejack grumbled and stomped with her foreleg. "Now what do we do?"

They all hung their heads, unable to say a word for a while.

"Well... let's start off by being a bit more organized about this," Rarity suggested. "Get to know whatever we can before we do something." She turned to the pegasi in front of the cart. "Fluttershy, darling... what on earth does this thing even want?"

"Wh-what?" Fluttershy said. "You mean... the parasite?"

Rarity nodded. "You said it infects snails. What does it do to them?"

The timid mare hesitated for a few seconds. "It makes them stay in the light... where birds can notice them and mistake them for caterpillars... and..."

"And what?" Rainbow asked.

"And they eat them."


"Hey! You! Horn-head! Stop right there!"

The griffon thrust out its spear and lowered into a fighting stance. It grimaced in confusion and slight disgust at the sight of the mare before him. He recognized her as a unicorn, but the odd green object pulsating on her forehead was unlike anything he had seen before.

"Didn't you hear me?" he shouted and took a hesitant step closer. His spear shook in his claws slightly. "I said stop! This is griffon territory! No trespassing!"

Twilight gurgled. She had no idea what to do. The parasite kept urging her, and she had exhausted every option. The pressure intensified, to which she responded by trying to think. While that led to more discomfort, her will to end it was stronger.

Her eyes landed on its beak, and the pressure gave a little.

Her horn lit up. The griffon gave a panicked yelp, followed by a series of choking sounds as her magic hoisted him into the air by his neck. Before he could react, Twilight rushed forward, horn aimed at his head. His eyes widened as the soft, squishy thing over her horn thrust into his mouth. The razor sharp edges of his beak cut into the thin membrane of skin almost instantly.

Both gave a garbled scream at the same moment. Twilight shook uncontrollably, pain and nausea hitting her mercilessly, while the griffon felt a bitter, slimy substance flow toward the back of his throat, forcing him to swallow to avoid choking.

Seconds later, the griffon fell to the ground, unconscious. The remains of the vile green fluid trickled from among his lips, and his belly gurgled oddly. Twilight stumbled around a bit and collapsed next to him a few moments later. Her horn was unburdened once more, but a few scraps of green flesh still clung to the base.

Definitive host (part 1)

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"This is hopeless," Rarity said, leaning over the edge of the cart. Her eyes lost focus, making the canopy rushing past below blur together into a sea of dark green. "What are we going to do now?"

"Keep it together and keep looking!" Rainbow Dash replied. "I'm not stopping until we find her." She flapped her wings rapidly and nudged Fluttershy in the side, who was starting to pant from the exertion. The yellow mare groaned and upped her pace as well.

"She could be entire continents away for all we know," Rarity said. After a brief pause, she gave a deep sigh. "We should turn back."

Everypony turned around and stared at her, eyes wide in bewilderment. "We can't do this on our own," she went on. "We need to ask for help. And we need to let Princess Celestia know."

Applejack bit her lip and looked away. "She ain't gonna be happy to hear about this."


"Nnnngh..."

Twilight opened her eyes slowly, then clenched them shut as a throbbing pain flared in her head. Her mouth was dry, and her entire body ached as though she had just done the Running of the Leaves three times in a row. Her horn, in particular, felt like a vice had been tightened around it, and somepony was trying to rip it out. She groaned again as she made a second attempt to open her eyes, after which she lifted a hoof to massage her temples.

A groan came from her side, as if responding to her own, making her gasp and jolt upright. Her heart raced as she turned to look and noticed a griffon squirming beside her. He coughed a few times and curled up, retching and letting out another agonizing groan.

"Um..." Her hoof trembled as she reached out toward him slowly. "Are you oka—"

She trailed off as the griffon rolled onto his back, and her eyes widened as his face came into view. A thin trail of green goo trickled down from the corner of his beak. At the same moment, she felt an odd tingling on her horn, which sent a sickening chill down her spine.

With a cry of panic, she jumped up and started running, completely overwhelmed with terror. She did not even think about where she was going and simply obeyed the urge to put as much distance between herself and what she saw.


"Look!" Pinkie cried out. "Over there!" She launched against the edge of the cart and thrust her hoof out, making the others yelp as the entire cart listed precariously.

"Whoa, Pinkie, watch it!" Applejack shouted back. She narrowed her eyes as she looked in the direction her friend's hoof pointed. Near the foot of the mountains, just beyond the edge of the forest, there was a dark figure high above the ground, moving erratically through the air. It beat its large wings hard, then jerked and froze, plummeting over a dozen feet before it managed to lift itself again. "Yeah, someone's over there."

"Is it Twilight?" Rarity asked.

"No, this one's got wings." Applejack frowned. "The hay is that?"

"No way... That's a griffon!" Rainbow Dash said.

"So we made it all the way to the griffon lands." Applejack huffed and reached up to adjust her hat. "Consarn it, Twi, where's that thing takin' ya?"

"Hang on," Rainbow said. She steered the cart a bit further toward the griffon, all the while keeping a generous distance from it. "Their flying is pretty awkward. I think he might be hurt."

"He's hurt?!" Fluttershy exclaimed all of a sudden. She steered sharply toward the griffon, and her friends all yelped and braced themselves as the cart listed again. "We have to go help him!"

"Fluttershy!" Rainbow glared at her friend and groaned, struggling to steer the cart back in the opposite direction, but the yellow pegasus proved to be surprisingly difficult to overcome.

"Ah'm not sure that's a good idea, sugarcube," Applejack said. "We don't know if they'll take kindly to us."

"That doesn't matter!" Fluttershy shot back. "We can't just ignore someone who might be—"

She gasped as the griffon suddenly stopped flapping their wings altogether and plummeted to the ground. Fortunately for him, he was only about a dozen feet above the ground by that point. After a bit of hesitation, both pegasi aimed themselves at the spot where he landed, and a minute later, the cart touched down on the bare foothills, allowing its occupants to get off and approach the prone griffon.

Fluttershy immediately broke into a gallop, unlike her friends who only risked a careful trot. She stopped next to the griffon and carefully checked him all over for injuries. He wheezed and squirmed, one claw clutching his belly and tensing up every now and then. His eyes opened weakly, and he let out a groan as he stared up at Fluttershy's worried expression.

"M-More ponies?" he muttered. "Guh..."

"More?" Fluttershy blinked. Her eyes narrowed when she spotted faint green stains on his beak.

The others caught up and formed up around the griffon. "Is he okay?" Rainbow asked.

"I'm not sure," Fluttershy replied. Her tone made her friends stare at her oddly, but their attention was drawn away by the griffon convulsing again.

"Ngh... would you—ugh!—mind telling me why your precious friend decided to force feed me some weird jelly on her horn?"

They all took a step back. "She... what?" Pinkie's jaw dropped, while Rarity covered her mouth, the color draining from her face.

"Look, we don't have time to explain!" Rainbow said. "Can you tell us which way she went?"

"How in Tartarus should I know? I was busy puking my guts out... or trying to..." He heaved and retched again. "Grrrh... never thought I'd ever want to do this..."

"What's wrong with him?" Applejack turned to Fluttershy.

"The parasite must be working its way through his insides." She reached out to touch his belly, and the griffon jerked and moaned in response. "I'm... not sure why it's hurting him though. It's not supposed to affect the definitive host at all."

"Anything we can do to help?"

"Well... let's get him off the ground at least."

Applejack and Fluttershy helped him up, but he nudged them away the moment he was back on his feet. He stumbled forward, and the ponies rushed to his aid.

"Grfh! Let go! I can walk." The griffon took a few more steps, then gave a loud groan and collapsed, clutching his belly. His body twitched and jerked, and his moans got louder and more frequent, his face twisting from what seemed like intense agony.

Rainbow smacked her hoof against her face. "Great. What now?"

"We can't leave him like this," Fluttershy said. "He needs help."

"Twi needs our help too," Applejack placed a hoof on her shoulder. "We have to find her first."

"We don't even know which way she went." Fluttershy winced as the griffon gave another agonizing moan. "It could take hours... or even days. I don't think he has that long."

"Look, Ah know ya feel sorry for him, but Twi could be in even bigger trouble, so—"

"No." Rarity stepped in. "Fluttershy is right."

"What?"

The unicorn was visibly shaken, but she stared down her friend firmly. "Applejack, we've crossed into Griffon territory. And since they posted armed guards, I doubt they take visitors lightly. How do you plan to explain to them that a group of ponies crossed over unannounced, right at the same time one of their guards got assaulted?"

Applejack huffed and reached up to adjust her hat with a shaky hoof, even though it was already firmly in place on her head. "So what do you suggest?"

"Let's get him back to Ponyville. I doubt we could help him out here. If we can heal him, he could help us find Twilight, and we'll have Princess Celestia to back us up."

"Hmph..." Applejack glanced at the squirming griffon and sighed. "Well, he's in no shape to help us now anyway. Fine, let's do it."

Rarity, Applejack, and Pinkie Pie helped move the griffon onto the cart, while Fluttershy hastily strapped herself back into the harness. Rainbow quickly joined her, spreading her wings. "Ready?" she asked.

Fluttershy spread her wings as well and nodded. "Let's hurry. Every second counts."

Rainbow Dash grinned at the eagerness of her friend. "You got it! Let's—Whoa!" Her eyes widened as the cart lurched suddenly, propelled by Fluttershy's wings. Rainbow flailed around for a few moments before she matched her friend's rhythm, and the others braced themselves as the cart lifted off the ground, making a sharp turn to head back toward their home.


Twilight gasped for breath as she reached the mouth of the cave, legs slipping constantly on the last few yards of the rocky slope she had climbed. Her panic had barely subsided, but exhaustion finally kicked in the moment she reached the shade inside. Her legs gave out, and she gave a low moan, trembling on the ground.

What is happening to me? she thought. Why... I don't understand... Nothing was following me, and yet I...

She winced, feeling another throb in her skull. While it was not painful, it still set off a rather sickening jolt that ran down her spine. She lifted her head, trying to look around, but her eyes had yet to adjust from the midday glare to the dark interior of the cave. It was merely a few paces deep, so there was obviously nothing to seek in here, yet she felt an instinctive urge to seek shelter in here.

She frowned, focusing on that sensation. The moment she did, a slight tingling was set off in her head, particularly near her horn. She bit her lip and reached up to touch the appendage. Aside from a bit of half-dried slime, the monstrous lump no longer engulfed it, so she let out a sigh of relief. "Nnngh..." Her hoof rubbed her temple as she still felt the odd tingling, now running along her spine. Whatever had transpired, her condition had not disappeared altogether, and for all she knew it might soon happen again. She trembled at the thought and took a few deep breaths. "Okay, Twilight. Focus. Just focus."

She stepped toward the exit of the cave, but the moment sunlight touched her head, she felt a strong headache, making her recoil. It was nowhere near the abuse she felt back in Ponyville, but at this point, she reflexively avoided provoking her parasite in any way. Even thinking about it that way made the tingling intensify slightly, and she soon found that, as long as she kept within the dark confines of the cave and did not think about the creature directly, it left her alone.

"Okay..." Twilight huffed and sat down, closing her eyes. "Let's start simple. Where am I, what's going on, and how do I get back home?"


The five friends hopped off the cart the moment it touched down in Ponyville, right next to the hospital. They lifted their unexpected companion and rushed him inside, passing him off to the puzzled staff. While Fluttershy was busy explaining everything, the others wearily trudged outside. They all had concerned looks on their faces and kept exchanging glances, as if waiting for somepony to say something.

Rarity was the first to break the awkward silence. "If you'll excuse me, I am going back to my boutique." She fiddled with her mane, getting a few loose strands back in order.

Applejack frowned at her. "Ya sure ya want to think about dresses at a time like this?"

"No, Applejack, it's not about the dresses." Rarity sighed. "In case you haven't noticed, we've been through a lot today, and I would very much like to calm myself down, if that's okay with you. I... don't think I'm of much use when I'm about to have a nervous breakdown."

Applejack hung her head and gave a slow nod. "Right. Suit yerself." She huffed and kicked at the dirt with her foreleg. "To be honest, Ah'd very much like ta kick a few trees just ta calm down. If Ah get mah hooves on whoever did this..."

"I'll only be a few minutes," Rarity said. She turned around and headed off toward her boutique.

"Hey, now that you mention it..." Rainbow Dash flew up beside her, making her pause. "If we're going back out there, we should grab supplies and stuff."

"Good thinkin'," Applejack said. "Ah'll go home and pack us some food."

"Hmm..." Rarity tapped her chin. "I'll prepare some fabric we can use against the cold. Or if we have to carry... you know..."

Pinkie giggled and began to bounce on her hooves again, which finally brought some smiles to everyone's faces. "I'll get some food too! I bet Twilight will want something yummy when all this is over!"

Applejack chuckled and shook her head. "Ah think we can save the cupcakes for later."

"Aww, party pooper." Pinkie stuck her tongue out. "I'll go get Spike too. How's that?"

"That works." Applejack's ears twitched, and she turned around to see Fluttershy exit the hospital and walk toward them. "And what about you, Fluttershy?"

The pegasus gave a painful sigh. "I'll go back and check on my garden."

Her friends look at each other in confusion. "What?" Rainbow said. "I mean, uh... you need some alone time like Rares, or...?"

"Whatever caused this, it happened after Twilight ate at my place." Fluttershy glanced over her back at the hospital, where the doctors were no doubt struggling to keep the griffon stable. "Maybe I'll find some clues."

"Alright." The farmpony turned back to the others. "Let's get goin'."


Fluttershy sighed as she trudged back toward her cabin, her thoughts constantly drifting to either her friend in trouble, or that griffon back at the hospital. Neither brought any pleasant emotions, and her sour expression was quickly reflected by her animals greeting her at the entrance. She waved at them without saying a word and set up some water to boil on her stove, while she moved over to her fireplace.

Hanging from a metal bar was a small pot filled with the leftover stew from yesterday. She leaned over the pot to inspect it, sniffing at the contents and lifting up a spoonful to take a closer look. It looked like ordinary vegetable stew to her. Shaking her head, she went outside to her vegetable garden, walking among the rows where she had collected the ingredients. She checked the leaves, stems, and even unearthed a few roots for anything unusual.

Once she reached the carrots, she paused when something on the leaves caught her eye. Holding her breath, she leaned closer, eyes narrowing as she spotted tiny green specks all over them. The shade seemed vaguely familiar, though she could not put her hoof on it. Leaning back, she sighed, and her eyes widened as the specks seemed to shiver the moment her breath reached them. Moments later, they vanished, and she just managed to catch a few of them disappear toward the right edge of every leaf, as though they were scurrying away.

A faint noise came from nearby, in the same direction as the specks seemed to travel. She turned to look and caught a glimpse of a green mass lurching off around the corner. Raising an eyebrow, she waited a moment and silently followed it.


Rarity hummed away to herself, looking through some of her half-finished new dresses. She did not intend to actually work on them, merely played things out in her mind. Adjustments, accessories, experiments, that sort of thing. Though it was hardly the best time to think about this, the point was to get her mind to focus on something else, at least until her nerves would calm down.

So far, it seemed to work well enough. Though her humming was far more tense than cheerful, she still managed to stop her hooves from shaking each time she reached out to run them along the fabrics. Her gaze wandered to the pile of coats and blankets she had prepared for the trip, and she managed to give a weak smile. Don't worry, Twilight. Your friends are coming soon.

Her ears twitched as she heard the back door open. "Sweetie Belle?" she called out. "Is that you?" Pain struck her heart as she considered having to tell her sister what transpired. Not that Sweetie Belle was not used to Rarity and her friends having to face various perils, but the mare preferred to tell the tale after the issue had been resolved. That, and this particular adventure was not for the faint of heart, to say the least.

Rarity sighed and kept humming away, moving on to the next dress. Moments later, she paused, realizing that she never got a response. Her ear twitched again as she heard something move behind her, the noise sluggish and very unlike the hooves of a filly. It got closer every moment, and she could hear a large weight making the floor creak.

Turning around, she gasped as she found a mass of green goo towering over her. Its mouth hung open in a wide smile on its otherwise featureless "face", if the mass near the top could be considered the "head". Under the mouth was a cute little blue bow tie, and a matching top hat rested on its head.

"S-Smooze?" Rarity blurted out. She shrank back slightly from his imposing size, while his wide, almost childlike and innocent smile made her give an awkward chuckle. He smiled even wider at that and leaned a bit closer.

"Umm..." The mare responded with a forced grin. "Is there anything I can help you wi—Hmmmph!"

Her eyes nearly popped out of her head as the green mass launched toward her, and she felt something slimy enter between her lips, filling her mouth. Her jaw and tongue instinctively fought back, but while the goo was not particularly dense, the pressure with which it entered easily fought past her attempts to resist. "Mmgmmph!" The color drained from her face as the mass pushed further, entering her throat and trickling down into her belly. She gagged, arching her back and giving a guttural groan as the Smooze began to pump itself inside her, wave after wave of thick green goo moving through her mouth and down her throat. Each one could be seen distending her throat slightly as they traveled down, and her belly gurgled as the mass filled it to the brim.

Rarity's heart raced, and she tried to move, but the shock and the sickening sensations left her all but paralyzed. Her eyes turned to pinpricks as they stared at her opponent, and she gave a muffled cry of panic as she found that the top half of Smooze was already gone. Her mind was in complete turmoil, various unpleasant ideas forming in her head about was happening, and the fact that she could not breathe made it that much worse. More panicked cries came out as she felt the goo push further, filling every nook and cranny of her insides to the point of bursting, yet there was still more of the vile fluid pumping in through her mouth. Her belly began to visibly distend from the load.

Tears formed in her eyes as every instinct screamed at her that this was going to end in a very ugly way, though oddly enough there was no actual pain among the sensations. Still, she felt an urge stronger than ever in her life to throw up, making it all the more sickening when she instead had more of the goo to swallow against her will.

Moments later, she arched her back, eyes crossing and then rolling into the back of her head. She gave another guttural groan, followed by a choking noise as her whole body began to shudder uncontrollably. Every muscle twitched and jerked, as though she were getting cramps all over, and her legs nearly gave out. A deep sense of horror filled her as she felt the goo inside her squirming around, and its presence began to seep into the rest of the body, her belly shrinking back to normal size as the load in it spread out. Bit by bit, she felt tiny tendrils crawl out of her insides and fill every other crevice, particularly her limbs. Everywhere they went, she felt herself losing control of her functions, and her muscles spasmed randomly. She tried to fight against it, but the best she could manage was dampen the convulsions slightly, at least until the vile intruders spread even deeper and wrestled away control altogether.

One such tendril coiled around her spine and crawled its way up, pulsing softly and gaining more mass along the way. Her blood ran cold as she felt something wet probe against the inside of her skull, but before she could even begin to fathom what was happening, the gooey sensation suddenly flooded her entire head.

"Hmmmmph... grmmph..." Her head tilted back, at her will or against it, she could not comprehend anymore. The last of the slime calmly slithered past her lips, getting an easy journey down from this angle, and she felt herself actively swallowing the lump to help it along. She then hung her head, eyes going half-lidded before closing entirely, and her body kept trembling and twitching every now and then. In her head, she was vaguely aware of herself and her body, but it no longer responded to her. All of her senses felt dampened as well, everything feeling like it came filtered through that cool, slimy mass that filled her body. As soon as she focused on that, she could feel a presence in her head, and the image of a familiar wide, gaping smile flashed in her mind.

No... no this can't be happening...

Faintly, she could hear a soft voice call out her name from behind. Her legs started to move without her willing them to do so, and her lips curled into a smile she did not feel like giving.


"Rarity!" Fluttershy had barely caught a glimpse of what was happening, but one glimpse was more than enough. She immediately ran for the front door, only to find it locked. Heart racing, she galloped around the boutique and practically threw herself against the back door, which thankfully gave way and allowed her to continue inside. She called out her friend's name again and again as she headed for the main room, faintly hearing the sickening noises Rarity let out from time to time.

"Rarity?" She paused in the doorway, staring in horror at her friend, who had her back toward Fluttershy. The unicorn twitched and trembled in place, her legs half-bent, and her head hanging. She no longer gave any loud noises, merely a few faint gasps and grunts. "Are you okay? I thought I... um..." Fluttershy gulped. "I saw something coming this way, and... I think he tried to do something to you."

Rarity still did not speak, or show any sign of being aware of her friend's presence. Fluttershy's legs trembled slightly, and her eyes darted back and forth. Something was very wrong. Where did Smooze go?

"Rarity? Are you—"

The white mare wheeled around, nearly making Fluttershy wince from the sudden movement. She then lifted a hoof to cover her mouth, muffling a yelp at the sight that greeted her. Rarity gave her a wide smile, eyes wide open, as if her entire face was trying desperately to show off how content she was. "I'm alright, thank you!" she said in a cheerful voice. "And you?"

"Um..." Fluttershy looked her over, a knot forming in her stomach. Her friend had, for some reason, opted to put on a blue bow tie and a matching top hat, both of which were shockingly familiar. Despite being filled with glee, her eyes seemed almost empty, and the irises had an odd, greenish ring around them. "I'm... perfectly good, thank you?" She gave a nervous smile.

"Good!" Rarity moved a bit closer, her movements more or less natural, but completely unlike her usual elegant gait. "I'm very glad. Anything I can do for you... darling?"

"No!" Fluttershy stepped back, then quickly offered a forced chuckle. "No, thank you. I've... got something to do, actually."

"Are you sure, darling?" Rarity's happy expression softened somewhat, gaining a more insidious undertone instead. "I have something to show you. Trust me, you'll love it... darling."

Moments later, the front door burst open, the yellow pegasus sprinting out of the boutique through it before she took to the air. Behind her, Rarity walked up to the doorway and waved. A few droplets of green fluid trickled from her gaping smile.


"Discord!"

Fluttershy gasped for breath as she skidded to a halt inside her cabin. Her animals scurried off into the corners of the room, looking at her with concern as she turned back and forth with a frown. "Discord! Come out!"

There was a bright flash, and Discord's long, serpentine body appeared in the middle of the room, lying on his back in mid-air. "You called?" he said in a bored tone. His claws held a book on his chest, which he browsed idly.

Fluttershy glared at him and stomped her hoof. "Stop this at once!"

Discord glanced over, raising an eyebrow at Fluttershy's furious expression. "Excuse me? Is there something I should know about?"

"We don't have time for games, Discord. Now please stop fooling around and return everything to normal."

The draconequus sighed and closed the book, which then disappeared in a tiny flash. "Oh, here we go again. You know, as much as I appreciate your friendship, Fluttershy, I do get tired of being blamed every time something goes wrong around here." He descended to the floor and turned to face his friend, arms crossed. "Now would you please tell me what's got you so upset? I'd love to ask them for pointers."

Fluttershy huffed and shook her head. "The Smooze. You know, the creature you invited to the Gala last time? He's up to something again."

"Oh, that guy." Discord waved it off. "So a few prissy ponies will have their precious outfits and jewelry eaten. Big deal." He stretched and gave a long yawn. "Don't worry, he'll eventually get bored and go back to his swamp." Snapping his fingers, he began to search through a row of books that appeared beside his head. "Let me know when it's urgent."

"It is urgent," Fluttershy said. She looked away and grimaced as her thoughts drifted back to her friends. "He... he did something to Rarity, and maybe even Twilight."

"Hmm?" Discord turned around, giving an impish smirk. "Oh, now that is interesting. If Miss Element of Magic couldn't handle him, he must be doing something right." Fluttershy shot him a piercing glare, and he chuckled. "Sorry. I meant 'doing something terribly wrooong'."

"Listen, Twilight had dinner at my place, and I think Smooze used something to mess with her food." Fluttershy took a deep breath, shuffling her forelegs nervously. "She... she, um... now has a snail parasite in her horn."

Discord blinked. "A what?"

"I know it sounds strange, but that's literally what it is... except in a unicorn's horn. She couldn't control herself and ran away." Fluttershy gestured in the direction of Ponyville proper. "We then found a griffon she had attacked and... erm... fed him the parasite. We brought him back here to help, Rarity went back to her place, and... and then the Smooze... I think he did something to her." She shuddered at the image, which was still fresh in her mind. "I think he went inside her somehow... and now she's... acting like him."

Discord kept staring at her, his body slowly floating and listing to the side, as though he had forgotten to turn gravity back on for himself. There were a few moments of tense silence, until a small chuckle emerged from him.

"What?" Fluttershy asked.

Discord did not reply, merely kept chuckling, his laughter getting stronger and stronger.

"Discord, this isn't funny!" She stomped her hoof again. "You've got to help us!"

"I'm terribly sorry, Fluttershy, but this is funny!" Discord clutched his stomach, letting out roaring laughter. "Ohh, best prank I've ever heard of in my life, and it sounds like it just keeps getting better and better." He wiped a tear from his eye, which turned into a puff of smoke as it hit the floor. "Heh-heh, I guess Smooze wants you all to be his friends... in a very close and personal way~"

"I said stop it!" Fluttershy ran up to him and stared him directly in the eye from up close. "Look, you know him better than any of us. You need to help us put a stop to it."

"Aww, don't I at least get to see it play out for a while?" Discord said in an innocent tone. He looked away with a fake hurt expression. "You pretty ponies solving everything can be sooo boring sometimes. An evil plan working out is a lot more entertaining."

"Uugh... fine!" Fluttershy exclaimed. "If you won't help, then don't. We'll just work it out without you. Real friends help each other."

Discord chuckled. "Oh, come on! You're being such a drama queen." He glanced back at her, and his jaw dropped as he watched the mare stomp her way to the door. "Fluttershy?" His claws clenched into fists, and he held his nose high. "Fine. Go ahead and leave. It's not like I—" He trailed off, then smirked and give a low hum of contemplation. "Then again..."

He clicked his talons, and Fluttershy yelped as she found herself teleported back inside her cabin, heading straight toward the wall opposite the entrance. She quickly skidded to a halt. "Discord? What do you think you're—Eep!" She shrank back as Discord's snout closed in, stopping mere inches from hers, filling her vision with his insidious grin.

"You know..." he said. "I think Smooze has the right idea here. What if he is just trying to make friends?" The pegasus shuddered, the look in his eyes telling her that something was very wrong. She tried to back away slowly toward the door, but Discord kept matching her pace. "And you are right too. Real friends help each other."

"D-Discord?" she blurted out. "What are you up to?"

"I'm going to help you, Fluttershy." He made a show of cracking his claws and wiggling his fingers in front of her. "But first, we have to be friends. The closest friends we could possibly be."

Fluttershy tried to bolt, but before the message in her head could even reach her legs, Discord lashed out. "Hnng!" Her eyes widened, and she tensed up, a deep chill running down her spine as she felt his claw strike her chest. There was no pain, no sense of his talons piercing her violently. Instead, the claw passed through her body, stopping wrist-deep, and a strange tingling began to spread out from the same spot. There was a sickening feeling of her body shifting, twisting out of shape wherever the sensation reached, and every instinct screamed at her in protest, warning her of a horror that she could not even comprehend.

The creature of chaos gave a genuinely evil smile, watching with great satisfaction as the process played out. There was a strange hum, and what looked like silvery, metallic fluid began to spread from where his claw had disappeared into Fluttershy's chest. It coated her completely wherever it went, and she gave a tiny groan as it felt like she were being encased in ice. Despite the cold sensation, however, it did not leave her numb to everything else. Something far more vile seemed to follow close behind the strange fluid, taking up residence once the edge of the taint moved on. Near Discord's wrist, the cold had faded away from her chest, and instead she felt like it was bursting with wild electricity.

Her forelegs and wings twitched as the corruption inched toward them and encased the limbs. Beneath the ice, she felt like the bones and flesh melted away, swirled around for a moment, and solidified once more, but now feeling completely foreign and misshapen. Her eyes widened as she found something at the end of her "hooves" that could wiggle as she kept squirming. The fluid vanished moments later, revealing the changes while it traveled further down her middle to absorb her flank, tail, and hind legs. In what looked like a twisted mockery of her passions in life, her right foreleg had turned into that of a brown bear's, while the left had become a duck's leg. She felt thick fur around her chest and middle, while her wings had changed to a larger black one on her right, and a smaller, more elegant bright blue on her left, both closer in structure to birds than pegasus wings.

Fluttershy's heart raced, and she struggled to breathe, yet neither function seemed to work properly anymore. She felt her entire body being robbed from her piece by piece, twisted into something that should not exist. Her hind legs trembled as the fluid enveloped them, and she gasped as the icy sensation crawling up her neck suddenly upped its pace. Her eyes turned into pinpricks as she felt something clawing at the edge of her mind, a deep voice cackling and teasing her, though she could not understand the words. She lifted her head, as if hoping to move it away from the taint and delay the inevitable, and she stared into Discord's malicious grin.

"O-Oh my goodness..." she whimpered.

Discord bared his teeth in a wicked grin. "'Discord' will suffice~"

The humming filled her ears as the silvery fluid seeped up along her cheeks, and she tilted her head to the side oddly, eyes losing focus as the cold tingling washed over her skull. She let out a breath she had unconsciously been holding, her world going dark as the taint coated her face. She let her eyelids slip shut, overcome with a strange urge to just relax, and she felt a strange, faint burning sensation appear in them, the same "electricity" now present in them as in the rest of her body. A tingling appeared in her front teeth, and her ears twitched, first from a pressure on her forehead, followed by an odd tugging on her ears themselves.

As she felt her features dissolving and shifting around, she heard the deep voice in her head more and more clearly. It was vaguely familiar and very inviting, echoing in the deepest parts of her mind, filling her with all sorts of new ideas and desires. It told her who she was, or rather who she was not, what she would do and what not, what things were fun and what was boring, and countless other things. It was both absurdly chaotic and perfectly logical at the same time, making her thoughts bounce around and give her an odd urge to laugh. The voice then became even louder, offering her the comfort of comprehension, but only if she let go.

The taint slowly finished its work, dissolving all over Fluttershy's body the moment the changes were complete. Her left hind leg now resembled that of a white hare, while her right actually retained its original form, albeit somewhat longer, as her size had increased somewhat. Her right flank still bore her cutie mark, in fact, and it was perhaps the only clear reminder of who the mare used to be. Her tail had become longer, wide and fluffy at the base with the black and white stripes of a skunk. Only the tip showed her original long, pink strands, though they were several shades darker, same as her formerly bright yellow coat.

Discord could barely contain his excitement as his new "friend's" face emerged next. He already noticed some of the changes in advance, the silvery liquid climbing up around the vague shapes of her new horns. As the taint dissolved from her muzzle, it revealed a pair of rodent-like buck teeth sticking out from under her lip. Her new bat ears were slightly pointed and fluffy, and her horns revealed themselves to be an exotic combination of a goat and a cow.

The elder draconequus swiftly retrieved his hand, setting off the slightest twitch in the body of the newest member of the species. He nearly cooed in delight as he stared into Fluttershy's calm expression, almost as though she were asleep. It was quite adorable if one imagined she were "at peace" with what transpired. Moments later, she inhaled and opened her eyes, revealing her irises to be bright red, one of them slightly smaller than the other – a perfect match for Discord's own. She stared up at him, the same wicked will radiating from her eyes, but she did not react just yet. Discord raised an eyebrow, noticing a strand of Fluttershy's mane had gotten caught on one of her horns. He reached out and gently tugged it free.

"Thank you," she said with a smile, her voice now slightly lower and more menacing.

"My pleasure~" Discord replied.

A tiny squeak came from beside them, and they both glanced over to see a pair of bunnies cowering as they looked up at their transformed caretaker. Fluttershy glanced back at Discord and, giving a wicked smile, she lifted her new claw and snapped her fingers. The bunnies were engulfed in a bright flash, giving a weak cry that gradually turned into a deep roar as their bodies grew. The other animals scurried away into every nook and cranny they could find, few risking even a glance at the two newest monstrosities rising to life, while their masters let out a low chuckle and led them outside.