Escape from Castle Midnight

"No dawn,

No day,

I'm always in this Twilight

In the shadow

Of your heart."

-"Cosmic Love", Florence and the Machine

Wings like a bat, stretching out wide. Clawed hooves at the end of bony legs. Razor teeth in a sharpened mouth. A hide of dulled color and rough texture. Empty, soulless eyes. This was the gigantic monster which had once been a Pony, and Spike could only gape at it in awestruck fear. Even its Cutie Mark had changed, no longer a clean colorful image but instead a scar-like brand against its flank. "Magnificent," Tirek whispered with menacing satisfaction, "Even after all these eons, the Heart's Darkness can twist Eternia's light completely."

Again Tirek's hand stretched out from within the veil of shadows that hung over his throne with a gentle waving motion. "Congratulations, my pet," he said, "You shall be the first of my Chariot's new steeds."

Suddenly, the ground around the creature began to bubble with shadows, causing Spike to step back in alarm. "Be calm," Scorpan whispered, placing his hand on the young dragon's shoulder. "All is well."

Spike was less than sure he agreed, but he did his best to follow the advice even so. The cursed Pegasus began to sink into the dark energy at its feet, hissing and snarling all the way until it was gone completely. All was deathly silent for a few moments, but eventually a familiar beating sound returned to the room, drawing Spike's attention back to its source: the strange satchel in front of Tirek's throne. "That bag…" the dragon thought anxiously, "that black…stuff…it spewed out before…what the heck is that thing?"

"What are your orders now, my Master?" Scorpan asked humbly, bowing on one knee and motioning for Spike to do the same, which he did with frightened speed.

Resuming his nurturing stroke of the satchel, Tirek answered, "The Heart must rest for now, but when it is again ready to feed, you shall know, and you shall bring me another Pony for it to consume."

Crimson eyes flared with authority as he continued. "Until then, perhaps you may show this…Dragon Whelp…the lay of the Castle. If he is to serve us, he must know it well."

Scorpan nodded. "It shall be so, o Mighty Master Tirek."

"Then be gone," Tirek growled coldly.

Rising back to his feet, Scorpan took Spike by the hand and obeyed, quickly taking them both out of the chamber. Spike was able to keep calm and quiet just long enough for the doors to close behind them.

"What was that?" he asked immediately, snapping his hand away from Scorpan forcibly, "WHAT. IN THE NAME OF THE SIX ELEMENTS. WAS THAT?!"

Scorpan prepared to answer, but he was cut off as Spike continued his rant, pointing an accusing claw at the ape-beast. "You promised those Ponies…you promised me…none of them would get hurt! And then you-you-you hand-deliver one to some Super Shady Magic Monster guy?!"

The Guardgoyles at the gate leered suspiciously at Spike, but Scorpan gave them both a sharp growl that convinced them to back off. He then picked the still-angry dragon up by the scruff of his neck and resumed walking down the Hall. "You still do not understand. That Pony was not hurt," the ape-beast told Spike, "he was helped."

"You're joking, right?" Spike sputtered, taking a couple of fruitless swipes as he tried to squirm free.

One look at Scorpan's stone-cold face was all he needed to answer that question. "Their world is about to change," the ape-beast said, "It would be…cruel…not to let them change as well."

"What does that…?" Spike started, but it was his turn to be cut off as they entered the castle's central hub and Scorpan suddenly took to the air with dramatic speed, pulling the dragon close to his chest.

He brought them up, up, up to near the top of the towering room where a small window waited for them. Passing through it without missing a beat, the ape-beast continued his ascent, higher and higher, until at last he stopped. "Look around you, little one," he said stoically.

At first, Spike remained stiff and still in Scorpan's arms, but as the moments passed and his carrier did not speak or act further, he eventually relented, letting the chilling ambience of their surroundings fill his senses as his eyes wandered. "You can feel the power of this world," the ape-beast told him then. "I know you can."

Spike nodded, a gesture Scorpan gently mimicked. "It is a power which overwhelms…that consumes. That is its nature."

He then locked eyes with the young dragon. "And that nature is our nature. If your Pony friends are to survive the coming change, it must become their nature as well."

"That doesn't make sense!" Spike retorted, "You make it sound like this is all supposed to happen, like none of us have any choice!"

With a wistful murmur, Scorpan lowered his head, gently floating back down toward the Castle. "It would seem," he said, "that you are beginning to understand after all."

Chapter 5: The Other Side

"Soooooooooo is anypony else surprised at how warm it is up here? 'Cuz I am. I mean, you'd think with those big clouds all over the place it'd be really cold, plus we're like really high up right now which can't help, and it's night-time so there's no sun out, but I guess things are topsy-turvy all over the place lately, so…."

It had taken about a minute and a half for Pinkie Pie to decide that the somber quiet of the balloon ride up toward the edge of the Black Clouds had to be filled with as much chatter as she could muster; Twilight had to honestly admire her friend's restraint in making it that long. "OK, Twilight, so what's the plan?" Applejack asked over Pinkie's continuing stream of consciousness. "I mean, I've been watchin' the Royal Unicorns work these clouds over all day, 'n' they ain't any closer t'crackin' 'em now then when they started."

The urgency in the Earth Pony's voice was unmistakable, and Twilight only wished her answer could give her friend the assurance she clearly wanted. "It's not so much a 'plan'," the unicorn ultimately admitted shakily, "as a theory."

"Well that's encouraging…." Gilda groaned, hovering around the balloon alongside Rainbow Dash and Fluttershy.

"Actually," Twilight said, "you are part of that theory, Gilda."

That caught the entire group's attention; even Pinkie finally clammed up to listen (complete with a bag of popcorn to snack on). With all eyes now on her, Twilight took a moment to process the attendant pressure, compose her words just right, breathe, and then give them her answer. "You told us before that you were mentally contacted by Tirek, who presumably has to reside in this Other World the clouds are connected to, right?"

The unicorn paused a moment to let Gilda nod, which she did with a still-uncertain look in her eyes. "Then you are already connected to that Other World," Twilight said firmly. "And I may be able to use that connection to make one for us."

"Whoa, whoa, hold on a sec, Twi," Rainbow said, gliding over to her fellow flyer's side, "how exactly is that going to work?"

"Well, I did say it was a theory more than a plan…." Twilight admitted.

Rainbow and Gilda both exchanged an odd little glance with each other, but the griffon ultimately hovered on over to Twilight, leaning against the rim of the basket. "Alright, Twinkletop," she said, "let's do this."

Twilight nodded, steeling her resolve as Pinkie, Applejack, and Rarity all moved to give her as much space as possible. Fluttershy, meanwhile, hovered anxiously behind Rainbow, who was herself clearly ready to move in if anything went wrong. After taking a deep breath, the purple unicorn gently pressed her horn against Gilda's head and began to concentrate. "This is simple," she told herself. "It's just a matter of analyzing Gilda's aura, finding the anomaly created by her mental contact with Tirek, and then extrapolating that anomaly into an energy pattern capable of interacting with the black clouds."

She tried not to let her thoughts wander to the fact that her theory assumed Tirek's contact had made an anomaly. Or that it wouldn't be too small to detect. Or that her magic was adaptive enough to replicate it. Or that just a few hours ago she had tried another ambitious spell to summon the Elements of Harmony and it had literally blown up in her face. She tried, but even as her horn began to glow brightly, Twilight was only somewhat successful in keeping such doubts from gnawing at her. "They're counting on you," she reminded herself as the light of her magic began to expand over Gilda, "Spike is counting on you. You have to do this."

Unicorn and griffon alike were now covered in the spell's translucent light, pulsing softly as its power unfolded. At first, there seemed to be nothing for it to find; Twilight could not sense anything in Gilda's aura that she could use. But then, without warning, she felt it.

Cold, stabbing, sudden.

A flash of boiling red eyes peering out from an unending shadow.

Bitter angers feeding into each other.

The sensations were enough to shock Twilight to her core, but she held onto her control even so. "Now," she thought, "comes the hard part."

Renewing her focus, the unicorn's spell began to expand over the balloon and those around it. Pulsing faster and brighter with each second, it crackled along the edges of the black clouds themselves as the balloon approached. "This is it…." Rainbow whispered tensely.

"You can do it, Twilight!" Rarity said, even as she wished her own magic could somehow have been of help, "We're almost there!"

Sure enough, the magical field surrounding their group had begun to breach the clouds above, sparks of crimson light emanating from the spot where they crossed. Soon, they were swallowed completely within the blackness, that same red energy nipping at them from all sides. "I-i-is it w-w-w-working…?!" Fluttershy squeaked in terror, clinging tightly to Rainbow.

"I dunno, but whatever it's doing, it sure looks pretty!" Pinkie replied gleefully.

The air was suddenly filled with a screeching, splitting sound, and the red light died down to pitch black. Sweat began to trickle down Twilight's brow, her spell beginning to flicker as the strain built. "Keep it together, Twi!" Applejack encouraged, "Just a bit longer now!"

And then the blackness cleared.

With a sharp gasp, both Twilight and Gilda fell back as if physically pushed, the aura of magic surrounding the group fading away as they did. Rainbow was there immediately to support her old friend as she fell back, while Twilight had the trio of Rarity, Pinkie, and Applejack to cushion her fall. "Are you two alright…?" Fluttershy asked, peeking out from behind Rainbow Dash.

"That was intense," was Gilda's only answer, and Rainbow smiled at the clearly-pleased excitement in her tone.

"I'm…I'm a bit shaken, but I think I'll be OK," Twilight said, rubbing her horn tenderly as she got back on her feet. "The more important question is…."

The unicorn cut herself off as she looked at the skies around all around them. The others followed Twilight's lead quickly, and were confronted by a sky devoid of stars or moonlight, illuminated only by the dimmest glow of an unseen source. Ponyville was nowhere to be seen, and the black clouds that had once been like a wall in the sky now floated freely everywhere, as naturally as ordinary clouds but quite a bit more menacing. "Yes, Twilight," Rarity answered the unspoken query with a soft, worried awe, "I do believe your spell worked."

"Alright, Twinkletop, I'll admit it," Gilda said, gently floating away from Rainbow as her strength returned, "I'm impressed."

Even as she felt a little tug of pride at that, Twilight's focus remained airtight. She gave a polite nod toward the griffon, but otherwise continued examining their new surroundings. Applejack, meanwhile, seemed decidedly antsy. "OK, so where's this 'Castle Midnight' place, then?" she asked tensely, "I don't see any castles around here, or much of anything else for that matter."

Just then, however, the entire basket began to shake, and it didn't take long to find why: Pinkie had begun shaking uncontrollably, her tail and ears twitching about in every direction. "G-g-g-girls?" she squeaked, voice shaking along with her body, "P-p-pinkie sense…g-g-g-going into overdrive…!"

Immediately, the flyers began looking for signs of incoming danger. "There!" Fluttershy yelped, pointing ahead.

A large herd of all-too-familiar shapes were quickly heading their way from off in the distance. "Stratadons!" Dash hissed with a fighting flare.

"Take us down, quickly!" Twilight said worriedly, "My magic's still too drained to teleport us, but we've got to get out of sight before they spot us!"

While Rarity and Applejack worked quickly to kill the balloon's torch (Pinkie too gripped in her twitching to be of much help), the three fliers quickly moved underneath the basket, pulling it downward with all their strength. Looking below, Twilight could see what appeared to be a thick forest nestled near the edge of the large ocean that stretched on for miles in every other direction. "There!" she said commandingly, pointing the location out to the others, "Take us down there!"

Working together, the team was able to quickly bring the balloon down beneath the brittle tree tops for a bumpy little landing. "Did we make it in time?" Fluttershy whispered, "Were we seen?"

Rainbow, Gilda, and Applejack all braced themselves for a fight in case they had been, while Rarity and Twilight readied their horns. Pinkie had finally stopped shaking, and joined Fluttershy in simply staring upward in silence. After a few minutes, they could hear the rushing wind as the Stratadon herd passed overhead, the canopies keeping them out of view. They waited, each with their own expectation of just what was going to happen next, until at last the skies went silent again. Again they waited, making sure the beasts were actually gone, before Rainbow, a victorious little smirk on her face, began to float upward. "OK, girls, crisis averted," she said, "let's get back to the skies."

"No," Twilight said firmly, "No more flying."

Both Rainbow and Gilda turned to the unicorn with wide-eyed shock. "WHAT?!" they both shouted in unison.

It took Twilight a second to clear her ears, but she quickly fixed both flyers with a steely gaze. "No flying," she repeated without wavering, "And try to keep your voices down, too. The element of surprise is pretty much our only real advantage right now; we can't afford to lose it!"

"But…!" the pegasus tried to argue.

Twilight would not have it, however. "No flying!" she said one last time. "I don't know what's down here, but I do know if even one Stratadon catches a whiff of us up there, then this whole Rescue is sunk!"

While the disappointed Dash sank back to the ground to join Gilda in sulking, Rarity approached the balloon with a chipper step. "Come come, you two, keep your spirits up!" she said, "This place is dreary enough as it is without you two making it worse, after all."

Her description wasn't far off. Despite having the typical traits of a forest-grass, trees, plants of various shapes and sizes-the whole area was every bit as bleak as the darkened skies they had first arrived in. It was as if the flora was only pretending to be alive, able to stand up like normal but completely devoid of color or strength. Rarity refused to let that get to her, however, humming a sweet little tune as she set her magic to work on the balloon. "Ooh, that's my jam!" Pinkie said, joining her unicorn friend's humming gleefully.

"OK," Applejack said grimly, taking in every inch of their surroundings with caution, "so we made it to…well, wherever the hay this place is. What's the next step? How d'we find Castle Midnight?"

She looked to Gilda, but the griffon shrugged dismissively. "Hey, I already told you ponies everything I could," she said, "I never said anything about knowing where in this other world the Castle was."

That got an angry snort out of Applejack, but Twilight was quick to put a soothing hoof on her friend's shoulder. "I'm sure we'll find a way," she said, and indeed her mind was already buzzing with ideas on what that way might be.

It was clearly far from enough to convince the frustrated farmer, but she at least turned away from Gilda to look at Twilight with a determined gaze. "Well what d'we do 'til then?" she asked.

"Um…explore…?" Fluttershy offered hesitantly; the idea of venturing any deeper into this scary forest was hardly her favorite idea in the world, but she had known going into scary places was part of the deal going in. "I mean, well…maybe there's something in this forest that'll help us find the Castle?"

"It's as good an idea as any," Rainbow said. "Can't say I'm crazy 'bout exploring without flying, but…."

"I too vote in favor of this idea," they heard Rarity say as she folded the now-emptied balloon over and over again, miraculously getting it smaller and smaller before slipping it (and the likewise compacted basket) into her satchel, "Better that than simply waiting around here for whatever awful things are probably in this forest to find us, after all."

Still humming happily, Pinkie did not offer her opinion, but it seemed she had nothing against the notion, either. "Alright then," Twilight said, "Exploration it is."

She turned to the shadowed depths of the forest that lay ahead, thankfully feeling her magic beginning to return to full strength. There was no doubt that was the level it would need to be at from here on out. "Just remember," the unicorn ordered, "keep close, and stay on your guard."

All six of her companions nodded, turning together to face the road ahead. Even as the gnarled roots and branches of the trees around them seemed to curl together to make a maw-like tunnel, they marched onward, each one resolved in their own way to complete the task ahead.

"Apple Bloom..."



"All of you. Hang on. We're coming."

A queasy mixture of fear and bone-biting cold had made sleep impossible for Apple Bloom, even as exhaustion nipped at her all over. Looking around, the young filly could see she was hardly alone; every other Pony locked in that dungeon with her was squirming in a discomforted and futile effort to sleep, or else huddled together for warmth. Even Trixie had settled down from her earlier antics, though Apple Bloom could tell from the showpony's steely gaze on the cell's bars that escape was still at the forefront of her mind. "At least she's keepin' up her end 'o' the deal," Apple Bloom thought.

Trixie's thoughts, meanwhile, were exactly where the young Earth Pony suspected. Every twist and turn, every little crackle of cursed energy, every last inch of detail in those blasted bars…her eyes sharply scanned over all of them. "They have the power to neutralize unicorn magic," she pondered intently, "but that strange goat…ape…bat…thing from before could reach through them as if they weren't even there. Maybe there's a way to…!"

Her train of thought was abruptly cut off as she felt a tremble at her side. Looking down, she gave a terse grunt at the sight of her unwanted companion ("What's her name again? Apple Bumpkin or something like that?") at the end of a bad case of the shivers. "Honestly, it's not that cold," the unicorn said flatly, turning away from the bars to look at the filly. "And we've only been here a few hours now. The Great and Powerful Trixie advises you not to do that again, or she will consider it a violation of our earlier agreement."

Apple Bloom groaned in irritation, fidgeting with discomfort even as she tried to fight back another shiver. Part of her wanted to object, but Trixie seemed annoyed enough at her already, and if she pushed too hard the young Earth Pony risked ending up on her own in this miserable dungeon. Nodding in satisfaction, Trixie returned her attention to the bars while Apple Bloom's head sank to the ground in deflated defeat. "Great…just great!" the filly thought irritably, "I can't sleep, I can't talk, 'n' now I can't even shiver! Of all the stupid luck, how did I get stuck with that mean, nasty, no-good…!"

It was then that she noticed how tall Trixie looked from this new low angle. With that bright hat standing straight on top of her head, it was all but impossible to miss the boisterous unicorn even in the sea of Ponies all around them. "…perfect Pony to have around," Apple Bloom's angered thoughts finished with a new air of satisfaction.

Rising back up on her feet, Apple Bloom silently slipped away from the unicorn. Trixie did not even notice, instead trying to restart the line of thinking she had begun exploring before. "There's some kind of magic to those bars," she reminded herself, "and if that creature could use it, so can the Great and Powerful Trixie!"

She nodded at her own notion, already beginning to contemplate possible ways to reach the new goal she had set. A strong yawn told her that any more planning would have to wait, however. "Even the most talented unicorn needs sleep to be at her best," she thought.

Of course, getting to sleep meant she would need to do something to calm that young Earth Pony, or else the shivering little mess would never let her catch a wink. "Now hear this, Apple Bumper," Trixie said as she absently looked down to where the filly had been before, "The Great and Powerful Trixie wishes to turn in for the evening. You are welcome to move in a little closer to help warm yourself in case you too want some rest."

It took the unicorn a moment to realize she was talking to the floor. "W-what…?" she hissed in shock, "Where did you…? Where did she…?"

"Well fine," she was quick to assure herself, "what does it matter? One less distraction to worry about, that's all."

Satisfied with that rationale, Trixie gave a little stretch before curling up as cozily as she could, laying her head down and shutting her eyes…only her eyes refused to stay closed. "…confound it all," she muttered to herself.

By that point Apple Bloom had already managed to get a decent distance away. Even as she continued walking, however, the filly made sure to look back and make sure she could still see that distinctive purple hat. The filly still needed that anchor of familiarity Trixie provided, after all, and this way she could still have it without the annoying arrogance that came with it. Sure enough, Apple Bloom spotted the very item she'd been looking for, turning back to her little travel. "I'm gonna have t'go back eventually," she admitted to herself, "but at least I can wear myself out 'til I'm too tired not t'sleep."

It would have to be sheer exhaustion that did her in; the cold certainly wasn't getting any better, and with every poor, scared Pony she passed, Apple Bloom could feel a hopeless weight bearing down on her worse and worse. The Earth Pony could feel herself breathing faster and faster, that unbearable crushing sensation from when she'd first woken up threatening to snap back down. Immediately she turned back to see that hat, and as soon as it entered her view Apple Bloom could feel her breath calming, the pressure easing a little. This time, however, the filly's attempt to get back to walking was foiled as her first step sent her tripping over an object she had failed to notice in the shadows. "Wha...? Who…?" Apple Bloom sputtered fearfully, sliding away from whatever had knocked her over; was it a Stratadon, that ape-monster, or some other new terrible thing…?

It was, in fact, a quivering gray ball. In fact, as her initial panic calmed, Apple Bloom realized it was a rather familiar gray ball, with folded-up wings and light-blond tufts on either end. As recognition dawned on her, Apple Bloom approached with caution in her step and uncertainty in her heart. "Derpy…?" she said tentatively.

Sure enough, one ear poked out from that little gray ball, followed in short order by a head and legs, and even a Cutie Mark made of bubbles, as the trembling Pegasus uncurled herself to look at Apple Bloom with a pleased smile. "Heeeeeeeeey, I know you!" she said, "You're Rainbow Dash's friend's little sister! Hi there!"

It was encouraging to hear Derpy so happy, because otherwise Apple Bloom simply could not decide which of her emotions took priority: joy that at least now she had another familiar face to take comfort in? Or sadness that this meant the kindly mail-mare was also a prisoner of this awful Castle? "Hi there yourself," the filly replied, her tone reflecting her conflicted feelings, "I…I hope you ain't hurt of anything…?"

"Well I was, I think, kind of," the Pegasus answered after a moment's contemplation, "but not so much anymore, 'cuz I know you, and I like seeing Ponies I know, even if they're in scary places I don't know."

Apple Bloom gave a sympathetic little shake of her head. "Boy do I know that feeling," she thought, finding the mail-mare's strangely good mood thankfully infectious.

She then found herself snout to snout with Derpy, who suddenly seemed much more worried. "Oh, but what about you?" the Pegasus asked, "You're here, which is nice 'cuz it means I'm with a Pony I know, but you're here which means you're in a scary bad place! Are you hurt?"

"Looks like I REALLY know that feeling," Apple Bloom thought as she did her best to meet Derpy's now-anxious gaze with a calm face.

As she tried to process how to answer, the filly found her thoughts turning to safe her big sister could always make her feel, no matter where they were; how, as long as they were together, she knew everything would be OK. Even during a nasty storm, or on a scary camping trip. Or in a cold, ominous, evil Castle. And thinking of that, Apple Bloom found what to say. "No…I think I'm OK," she said. "I mean, I don't wanna be here. And I don't want you t'have t'be here either. But since we are bothhere, at least we're here together, right?"

Derpy's cheerful smile returned almost immediately as she scooped Apple Bloom into a gentle hug. "I like that," the mail-mare giggled, "I like the way that sounds."

"Me too," Apple Bloom said, returning the hug gladly.

Even as she felt herself calming down with Derpy, the young Earth Pony felt the need to check one last time on that wizard's hat. To her surprise, however, it was not to be found in the place it had been before. Even more surprising, its absence made Apple Bloom feel strangely sad. Sure, Trixie was…less-than-ideal company, but she had at least provided a little comfort when the filly had needed it. Just as Apple Bloom began to wonder where the unicorn had gone, however, an anxious voice caught her attention.

"THERE you are!"

Derpy and Apple Bloom both turned to see Trixie approaching from beside them, looking…worried? As soon as she realized she'd been spotted, the showpony's demeanor changed in a flash, going from concern to annoyance. "Um, I mean…there you are, you…you annoying little filly you! Thinking you could leave the Great and Powerful Trixie in the lurch, did you? Well think again!"

"You noticed I was gone?" Apple Bloom asked gently, no longer worried about having to keep her earlier promise of silence with a new friend around, "And you went out 'o' your way t'find me?"

Though her cheeks seemed to flush slightly, Trixie only hardened her gaze. "D-don't you get the wrong idea, hayseed!" she sputtered, "I…I only want to make sure your big brute of a sister doesn't get mad at me when we get out of here, that's all!"

"I don't think that's actually all," Derpy whispered to Apple Bloom.

The unicorn rounded on her immediately. "And YOU! I don't know who you are, but-!"

She suddenly found herself wrapped in a tight pegasus hug. "Hi, I'm Derpy Hooves, and now you know me!" the mail-mare said gleefully.

Watching as Trixie wriggled out of the hug, Apple Bloom couldn't stifle a little laugh, even as that drew the unicorn's ire to her. "Clearly," she huffed, "the two of you are too immature to handle the dangers of this place on your own."

She then gave a flourish of her cape as she turned her nose up at the pair. "Therefore, the Great and Powerful Trixie shall see to it that the both of you are kept under her magnificent protection."

Derpy stomped on the ground in appreciation. "Hooray! I like magnificent things, and I like them even more when they're done by Great and Powerful Ponies!" she said.

That got a pleased little grin out of Trixie and another little laugh out of Apple Bloom. "Just no overly-bossy rules this time, OK?" the young Earth Pony asked, offering Trixie her hoof.

Still basking in Derpy's continuing praise, Trixie nodded, shaking Apple Bloom's hoof. "After all," she said, "what is a performer without her audience?"

She then turned to the still-stomping Derpy and gave a dramatic bow, leaving Apple Bloom to realize how sleepy she suddenly felt...or rather, how sleepy she had felt all along. Only now, she was entirely comfortable lying down on the ground and closing her eyes. The cold…the fear…they did not bother her as much anymore. And even as she knew it was because she had familiar faces to watch over her now, she also knew it was because of somepony else too. "Thanks, Applejack…." She thought warmly as sleep finally came to comfort her.

How long it had been exactly was hard to say, but even as Applejack continued to set a strong pace at the head of the group, she and her companions could feel the inevitable pull of exhaustion beginning to weigh them down. "Well…at least we made it out of the forest," the orange Earth Pony said with a struggling smile.

"For now, anyway," Rarity muttered from the rear.

The darkened woods had opened up to a small clearing, the edge of which connected with a wide river whose waters stood eerily still. "This stinks!" Rainbow grumbled, "We've been walking around forever, and all we find is a whole bunch of nothing!"

Pinkie was quick to bounce over to her friend's side. "That's not true, Dashie!" she said, "We found a tree, some more trees, a whole bunch more trees after that, and now we've found some grass and a lot of water!"

"Which is helpful how?" Gilda asked tersely.

"Every inch of this place we discover is helpful," Twilight said. "The more we learn about this world, even the smallest details, the better our understanding of it becomes."

Rainbow groaned irritably. "Maybe, but I sure wish we could learn about it faster," she said.

Looking around at her friends, Twilight could see that they shared the sentiment to one degree or another, their bodies and spirits tired out by the long, thus-far-fruitless search. The unicorn knew it would do no good to push further for now. "All we need is some rest," she said as reassuringly as she could, "This seems like as good a place as any to set up Camp."

"H-here…?" Fluttershy squeaked. "But it's so…scary…."

Gilda snorted as she walked past the timid pegasus. "You'd say that no matter where we stopped," she chuckled, thought she mumbled an apology under her breath when Rainbow fixed her with a stern glare.

Applejack trotted over to Fluttershy, putting a gentle hoof on her shoulder. "Now don't ya worry none, sugar-cube," she said kindly, "We're too low on the ground for any Stratadons t'see us, 'n' there'll be one of us on watch the whole while in case anything else shows up."

It was far from enough to calm Fluttershy's nerves completely, but at least enough to get a little nod from her. "And if that's not enough," Rarity added warmly, "never fear; as always, I've come prepared."

The unicorn then opened her satchel, magically setting up a series of personalized camping tents, each one colored after the tenant it was intended for with matching Cutie Marks; even Gilda had one, though where its Cutie Mark would have been there was instead an image of a griffon feather. "It's not as extravagant as I usually like," Rarity said with a light sigh, "but nonetheless you will never know tents as comfortable as these."

"That's our Rarity! Thank yoooou!" Pinkie said, gleefully bouncing into her own tent and then falling asleep on the spot.

"…right, so Pinkie won't be taking the first watch," Twilight muttered.

Applejack tipped her hat, a steely look in her eyes. "Leave that t'me, Twi," she said, and the others could hear in her voice there would be no arguing that point.

She received a gentle hug from Rarity at that. "Do be careful, darling," she said sweetly before slipping inside her tent.

Rainbow was next, a pleased smile as she saw her tent was next to Gilda's. "Been a while since we had a sleepover, huh, Gil?" she asked with a hopeful kind of playfulness.

The griffon, however, passed her tent completely. "So long that you forgot how I like to sleep," she said to Dash, an edge to her words but not too sharp.

Wings spreading, legs crouching, she took a single powerful leap toward the edge of the forest behind the camp site. Landing on a high-up branch, she turned back to the others with an odd little grin. "Have a nice nap on the ground," she chuckled, circling around the branch gently before settling down and closing her eyes.

Head drooping in disappointment, Rainbow entered her own tent with heavy steps. "R-Rainbow…." Fluttershy whispered, cutting herself off before she could say anymore.

"It's been a long day for all of us, Fluttershy," Applejack said softly, "She'll be OK after a little rest, 'n' so will you."

"If…if you say so…." Fluttershy said, giving her Earth Pony friend a quick little hug before meekly scampering off to her own sleeping spot.

As Twilight too readied for rest, she stopped alongside Applejack first. "As soon as you want," she said, calmly but with sincere urgency nonetheless, "come to me and I'll take over for you."

Applejack nodded, giving Twilight a friendly pat on the back. "You've got my word, Twi," she said with a confident wink, "Now get on t'bed."

The unicorn gave her a gracious smile as she nodded, and a few moments later Applejack was all alone with only the dim light reflecting off the surface of the river to give her something to look at.

Minutes gave way to hours, and all the while the eerie, silent calm held over everything around. Even as she kept an ironclad focus on her environment, wary of even the slightest movement or sound, that silence made it hard for Applejack not to let her thoughts drift ever so slightly to her little sister. The farm pony did her best not to let her mind stay there too long; there were simply too many unknowns to dwell on, none of them pleasant. Better instead to keep her eye on the ball, to keep pushing onward until she could see Apple Bloom again for herself and know for sure she was safe.

Suddenly, out of the corner of her eye, the farm-pony thought she saw something rippling in the water. When she turned to look more closely, however, there was nothing. Even so, Applejack was fully on the alert now, scanning over the entire area again with renewed focus. As her eyes moved slowly and meticulously around, however, her ears began to pick up the faintest sound. It was hard to make out, at once far away and all too close, but it sounded almost like…singing…? Yet no sooner did that notion cross Applejack's mind then the sound stopped. "What in tarnation…?" she whispered to herself, trying to shake an encroaching, disorienting sense of confusion.

"Promise me…promise me you'll look after them."

A voice…an achingly familiar voice…cut through Applejack's mind like a knife then. "M-ma…?" she whispered hoarsely, her entire world beginning to spin around as more and more voices began to batter her thoughts.

"I…I dunno how to tell you this, sweetheart, but…Ma 'n' Pa ain't comin' home."

"We've done everything we can, but…I'm afraid their injuries were too severe…."

"Promise me…promise me you'll look after them."

"Ma 'n' Pa…I miss 'em too."

"It ain't fair…you took 'em away from me! I don't want t'be your sister!"

"Promise me…promise me you'll look after them."

It was like her worst memories were trying to split her head open. She could not see straight, could barely think, as the voices kept pushing and pulling from every direction. Feeling all sense draining out of her, she used her last ounce of control to let out a powerful scream. "A-Applejack…?!" Fluttershy squeaked in a panic, immediately poking her head out from her tent. "What's wrong?"

The pegasus saw her friend stumbling around blindly, slowly but surely drifting toward the river. Worse, the water itself seemed to have come alive, wild ripples stirring it up into frightening shape. Strangest of all, however, was what sounded like some kind of singing faintly echoing all around. "Ohdearohdearohdearohdear…!" Fluttershy began hyperventilating, gliding over to Applejack and taking her friend by the shoulder, trying to pull her back toward the camp site.

It was no use, however; the Earth Pony seemed unable to hear or even feel her, and she was too strong for Fluttershy to wrangle. "Girls! Girls, wake up!" the pegasus yelped as loud as she could, zipping back over to Twilight's tent. "Applejack's in trouble!"

A look inside only worsened Fluttershy's fear, however, because Twilight also seemed to be in the grip of some invisible agony, face scrunched up in deep sorrow and body squirming around in discomfort. Growing more panicked she went over to Pinkie's tent next and found the normally-bubbly Earth Pony in the exact same condition. It was when she checked on Rarity and found her affected as well that the pegasus began to realize the singing she'd heard before was growing louder.

"Dash?! Dash, c'mon, snap out of it!"

Gilda's worried voice caught Fluttershy's attention, and she turned to see the griffon In front of Rainbow Dash's tent, desperately shaking their unresponsive and clearly-afflicted friend. At first, the timid pegasus could not get herself to call out to Gilda, old fears mixing with new tensions to keep her quiet, but it was a hang-up she quickly pushed past; her friends needed help, and they needed it now. "G-Gilda…!" she managed to yelp, scurrying over to Rainbow's tent quickly.

"What's going on here, wimpy-wings?" the griffon asked, locking eyes with Fluttershy, "One minute everything's hunky-dory, the next I hear Dash moaning like she's about to croak!"

Fluttershy was a ball of nerves by that point, each hoof nervously trotting up and down as her gaze kept slipping back to the river; its waves were lapping at Applejack's feet now, threatening to pull her under completely. "I don't know, I don't know!" she squeaked, "But I think it's got something to do with the water, and there's singing, and Applejack's in trouble right now, and…!"

Gilda cocked a brow. "Singing? I don't hear any singing…." She whispered confusedly before refocusing herself, turning over to look where Fluttershy kept glancing toward. They could both see Applejack, still thrashing about in pain and confusion, slowly being dragged into the rippling waves as if guided by some unseen force, the water itself looking ready to rise up and swallow her whole. "OK, OK!" Gilda snapped sharply, "Just…stay here 'n' make sure Dash doesn't get any worse, I'll take care of this!"

There was no time for Fluttershy to respond before the griffon took a flying leap toward the orange Earth Pony, talons extended and ready to scoop up their target. Just before they could reach, however, a sudden burst of water rose up from the ripples, cutting like a scythe toward Gilda. "What the…?" she squawked, dodging just in time.

Unshaken, the griffon again began to fly toward Applejack, but another burst lashed out from another part of the river when she did. Again she dodged, but it came at the price of slipping further behind the drifting Applejack. Two new streams soon forced Gilda back even further, much to her growing irritation. "Never knew rivers could have bad attitudes…!" she grunted to herself.

Watching from the campsite, still jittering about in fright, Fluttershy could see Gilda would not be able to succeed alone. Despite the clutter of impulses dancing around in her mind, she ultimately knew what she had to do about that. She leaned over her shivering fellow pegasus, muzzle pressed to her ear. "I'm sorry, Rainbow," she whispered, "I promise, I'll be right back."

Taking a moment to gather her panicked thoughts together into coherency, breathing long and deep, she readied her wings and began galloping full-tilt toward the river. "GILDA!" she shouted as loud as she could, "BACK ME UP!"

And then she was off like a bullet, flying as fast as she could go, zooming toward Applejack even as the rippling river began to cover the Earth Pony completely. Again a trio of claw-like streams burst out of the water to bare down on the incoming Fluttershy, but her cue had not been missed.

"Not on MY watch, you stupid spouts!"

Swift wings and swifter talons gave Fluttershy all the cover she needed as Gilda swooped in, slashing each burst down as fast and fierce as she could. As they splashed back into the river, the two flyers could briefly make out what looked to be…shapes…inside of them, but neither let that distract them long as Fluttershy scooped Applejack up into her hooves. Running on sheer momentum, she quickly looped back around toward the campsite, Gilda following close behind and continuing to guard against whatever it was that was attacking from within the river. "Almost there, almost there…!" Fluttershy chanted, until at last the burst of energy she'd put on gave out and left her crash-landing into her own tent.

Thankfully, Rarity's handiwork proved an effective cushion, and so the pegasus and her passenger both slid softly to the ground, Gilda landing beside them both. "Twice in one day you little Ponies go 'n' impress me," she chuckled, "but kudos'll have to wait. We're not out of this yet."

Gently letting Applejack go, Fluttershy was quick to get back on her own feet despite the slight head-rush she was now experiencing. "I…I see what you mean…!" she squeaked.

Ripples had turned to furiously bubbling foam, the entire river hissing with life as the same strange shapes that had been on the attack before began to emerge from beneath the waves. The same song Fluttershy had been hearing all the while had reached fever pitch as the shapes became clear, and the pegasus could only gasp in shock as their appearance became clear. "They…they look like Ponies…!" she thought with disbelief.

Not ordinary Ponies, however. Their snouts were thinner and more elongated, and where there should have been forehooves, there were instead long, sharp fins. They had no hind legs, either, but instead a single long tail that flowed from their bodies and ended in another wide, shimmering fin. Most striking of all, however, were their eyes. Eyes just like the Stratadons, Fluttershy realized as she gazed into their blackened depths: eyes that echoed with emptiness.

And as those eyes stared down at them, Fluttershy and Gilda both knew their trouble was only beginning….

To Be Continued