Legal stuff: This work of fiction is based on My Little Pony: Friendship is Magic Characters by Hasbro, the story "Cupcakes" by Sgt. Sprinkles, an Alternate Ending to "Cupcakes" by Pacce, and also some "Rocket to Insanity" by Scherzo, as well as elements of various other fanworks across the internet, and references to other copyrighted media that I am not going to try to numerate. I guess what I'm saying is: I'm an unoriginal whore.

Don't pay for this, oakie day?

This story includes graphic scenes of Violence and Gore, and Mature themes of the Corruption, Betrayal, Torture, Entrapment, and Gambling with One's Very Soul. Reader discretion is advised.

That said, this story might not be all that it appears to be, and may in fact be beneficial for those who have had MLP:FiM or a certain Character from said show ruined by reading the "Cupcakes" Story. You might consider this story a "cure"…for the Cupcakes Blues as it were. So for those who do choose to read, I offer one word of advice:

"No crying until the very end."

With that, I am proud to present:

The Dark Side

by Lord Xaos

Chapter 1

"Ya know, Rainbow Dash, I'm disappointed. I thought you would have lasted longer. I really wanted to spend more time with you before we got here. But I guess it's my fault; I should have taken it a little slower. Oh well. It was really was nice knowing you, Dash!"

The blade sunk into the blue throat and worked its way up to Dash's chin. Coming back down, Pinkie's scalpel then circled Dash's neck. The last thing Rainbow Dash felt was her skin being cut away from her skull, and the metal of the blade scraping her teeth.

Then she was gone.

Pinkie Pie awoke with a jolt. The entirety of her nightmare flashed through her mind. Pinkie grabbed for her lucky bucket and relived all her meals for the past two days. She then stumbled out of bed and headed for the stairs leading down to the shop proper. Then she stopped, thinking of all the sweet confectioneries below and her dream once more surged along with her stomach, so she instead opted to go out the window.

The sun had yet to come up, but there was just something she had to do. So she took an extending step ladder with her and made her way down the street. She set up the ladder beneath Rainbow Dash's cloud castle and proceeded up. Using the cloud walking technique Dash had taught her, she ran to the door and began banging on it in a panic.

The door opened revealing a yawning Rainbow Dash, "Pinkie Pie, its 4 in the morning! What are you," Rainbow Dash was cut off when Pinkie Pie suddenly leapt forward and hugged her tightly, sobbing all the way. "Pinkie, what's the matter?" Dash asked in equal mix of confusion and concern. Pinkie's only response was continued crying. After a few minutes she released Rainbow, only to start spinning her around. "Pinkie Pie, that's enough!" Rainbow Dash yelled out in frustration.

She immediately regretted it as Pinkie just cried harder and then finally spoke, "I just...needed to make sure you were all still there."
Rainbow Dash couldn't help but smile. "Pinkie Pie, you are so random."

A few moments of silence passed, with Pinkie still crying, although she was returning the smile. Dash decided to ask "So, do you want to talk about what's the matter, or what?" Pinkie kept smiling, but she seemed a little sad at the question, and looked she was ashamed of something. She replied "It's nothing. Just...could I stay with you for a while?" she hugged Rainbow again. "Sure."

And they stood there. Rainbow was patting Pinkie on her head for want of anything better to do. Rainbow Dash suddenly had the strangest sensation that Pinkie was slipping from her somehow. Before she could figure out what was happening, Pinkie's sleeping form fell through the ground, which was, after all, made up of clouds. The cloud walking technique only works for Earth Ponies if they stay awake enough to give the smallest amount of concentration on staying afloat! (And also only for the clouds in Equestria, as opposed to the 'wild' clouds of the Everfree forest and other lands outside Celestia's protection, but that was a less important detail for Rainbow Dash to worry about right at the moment.)

"Oh no...Pinkie Pie!" Rainbow Dash shot a hole through the cloud floor where Pinkie fell through, and descended with all the speed she could muster. Time seemed to slow to a crawl as she saw Pinkie falling there, a peaceful expression on her face. As she fell closer to the ground...her castle wasn't that far off...she'd land really soon but maybe she'd survive with just some minor injuries. So it might not be the end of the world...

YEAH, RIGHT! She was Rainbow Dash, and the only thing greater than her speed was the drive to never let her friends get hurt. Ever. Her descent wasn't quite a Sonic Rainboom, but it was still with qualities like a speeding bullet that Rainbow's hooves closed the distance and wrapped around Pinkie's and pulled up, barely missing the ground. Rainbow landed to check up on Pinkie. She murmured..."...look, Dashie...I can flyyyy...zzzz." Honestly, Rainbow thought, this pony was going to be the death of her.

Rainbow flew Pinkie back to Sugarcube Corner, and noticed the window was open so wide that she could only guess that Pinkie left through it. "Pinkie, why didn't you use the door?" Pinkie just mumbled something about flying so high that she'd come out the ground.

In Ponyville's treehouse library, Twilight Sparkle, who had been sleeping peacefully, started kicking her own bed furiously in her sleep for no apparent reason.

"Oh you silly pony...what would do without me?" Rainbow Dash whispered as she flew her friend back up to her bedroom. She tucked Pinkie Pie back in bed. As Rainbow left, Pinkie started to whimper in a small voice. "Are you kidding me? old are you, anyway?" Rainbow grumbled exasperatedly at Pinkie. After looking around to be absolutely sure nopony was watching, she kissed Pinkie's forehead, which called back the pink-on-pink mare's peaceful expression. Rainbow Dash smiled back at her and yawned. It was entirely too early for this nonsense.

Rainbow returned to her cloud castle, and stumbled towards the door. She was feeling really tired by now, and nearly fell through the hole in the clouds she made earlier to save Pinkie Pie. "So...random. Yawwwwn, I'll have to fix that in the morning." Rainbow flew inside her castle and crawled into bed. Well, that was a short little adventure. Why was her sleepy little town such a chaos magnet? "Oh well, I better get to sleep now before another parasprite swarm or alien invasion or whatever destroys Ponyville tomorrow morning. Or maybe zombies...yeah, zombies are cooler than aliens..." Shortly there after, Rainbow nodded off to sleep.

Meanwhile back in Pinkie's room, Pinkie Pie was sleeping peacefully. So very glad Dashie was okay and it was all just a dream. As she slept, most peculiar event was taking place. The shadows of the room twisted and everything became darker. If anypony was only awake to see it, it would be obvious that something very wrong was happening in Pinkie's room, although nothing in the tangible world would seem out of place. It would cause any awake pony to shake with a fear they couldn't explain, but nothing of meaning had even happened. A fear that up might be down, right might be wrong, dog and cats might live together, grown men might watch a cartoon about purty ponies! A fear that the worse possible thing might happen! That all logic just abandoned the universe. A fear that….that…..

"Dreams might come true?"

….who said that?

"Oh, oops! I forgot I wasn't supposed to talk to the Narrator."

….what kind of story IS this? …I must just be imagining things.


"Get on with it, Mr. Pokey!"

Right, sorry!

Pinkie's shadow moved without Pinkie. Pinkie shivered momentarily, but returned to her peaceful slumber shortly after her shadow freed itself completely. It crept out the window, and glided along the ground...towards Rainbow's castle. As it neared, it jumped from the ground to the clouds, and slithered over the hole and under the door. It went into Rainbow's bedroom, grew one, two, three, four, five, SIX wings, and floated above her on the wall, wearing a shadowy dress that flapped in the wind...
And then it sang….

"Well, here we are at last,
You were always were a pleasure
Are wondering why you're in a vice?
Oh how we laughed and laughed're not laughing?
What's the matter, Rainbow Dash?
Am I not being so nice?

I need you for harvesting,
That's what I'm planning on.
Sorry your number came up,
ooooh I'll feel sad when you're gone.

She was a lot like you,
but you're not quite as heavy.
I chopped up poor Gilda to feed to you.
But then I burned her meat,
and now she's gone forever.
You will not follow suit,
That much I will promise you!

I know this is quite shocking
That's what I'm betting on.
This is the end, my Dashie!
Nopony will know you're gone

So long, my bestest friend,
well, DUH! of course I meant you!
That would be funny
if it weren't so sad
you cannot be replaced,
but its too late for that now.
when I go eat you, maybe
I'll start feeling real glad!

You'll be baked into Cupcakes!
That's what I'm planning on.
I want you inside of me!
Oh, I'll feel sad when you're gone
Nopony will know you're gone
Oh we will soon be as one..."

The Shadow giggled playfully, as it peeled of the wall of the cloud room and approached Rainbow Dash, who had been shivering since partway through its song. It continued to giggle, but as it did so, the teeth in its mouth stretched and sharpened. It stood right above Rainbow's head, its mouth lowering to the level of Rainbow's ear, a black drop of shadowy saliva dripped off its tongue and splashed on Rainbow Dash's neck.

"Ah! Wha? Who's there!" Rainbow shot up with a jerk, cold sweat all over her body (although a droplet on her neck felt kind of warm as it drizzled down). Rainbow was so certain she felt someone else in the room, but upon scanning the room, she found darkness there, and nothing more. She was completely alone, as was normal, although this time she badly wanted somebody close to her. She was feeling some new kind of fear she couldn't name, and that was the worse kind.

She gradually coaxed herself to lay back down, telling her fretful mind she was just imagining things...

She hoped.

She did have the strangest question on her mind as she lay there. "Why DO they call it a hacksaw, anyway?"

Despite her efforts Rainbow still wasn't able to get to sleep. She worried at every little sound. Also, her peaceful little house made from clouds, was making little sounds. It wasn't like she had floorboards or machinery or anything. That could not be a good sign.

"Come on, Rainbow Dash. It's…not even a nightmare really. It's just a feeling. You don't want the other girls to laugh at you, do you? You're still living down admitting your fear of dragons after Pinkie Pie surprised you that one time!"

This was true. Although it had been several weeks since the confrontation with the Dragon (which ended with Fluttershy convincing the giant lizard Rainbow just kicked in the jaw to leave peacefully), Rainbow was still jumpy at any loud noises she didn't recognize. While her friends had long since stopped laughing, it was still embarrassing when she noticed the knowing glances between the others.

Somehow, she figured the guilt was a big factor of it. When she was still recovering from her poorly thought out attack, she opened her eyes only to see a huge, gigantic, terrifying, enormous, whatever-it-all-was-that-Fluttershy-said, could-eat-a-pony-in-one-bite, totally all-grown up dragon emerging from the cave, and she realized. She was so used to competing and winning, Humility didn't kick in to tell her "Oh, right. I'm a tasty little herbivore and there's a whole food chain above me, with this dragon I've annoyed pretty much sitting at the top of it all." until after she had just doomed herself, along with her friends. Some Element of Loyalty she was. Now that primal fear had caught up with her, the shock was enormous! Actually, she was kind of proud of herself in retrospect for kicking such an invincible foe. It would be some serious "tell your grandchildren" kind of stuff, if they weren't all about to die.

But then Auntie Fluttershy surprised everyone and told off the mean ole dragon to stop bullying little baby Rainbow Dash and her friends, and in defiance of all common sense, it worked. Her brain just couldn't wrap around that, which was why she was so sure Pinkie Pie's impression really was the dragon come back! And even though Fluttershy was still the quiet, easily startled pony that was verifiably frightened of her own shadow (seriously though, what's a shadow supposed to do, eat you?), Rainbow couldn't help but think they found it funnier, cuter, when she got scared by something herself, just because Fluttershy's constant squeaking and panicking was what, OLD? It wasn't fair.

Now I'm scared of…hacksaws, I guess. I can't let anypony know about this…

Rainbow sat in her bed and searched through her mind for what to do. She just couldn't sleep. She could go to Pinkie's…she had no right to laugh, she had just woken up Rainbow to cry about over her own nightmare. No. It's because she was so troubled by…whatever she was troubled about that Rainbow couldn't stand to bother her. Not when she would've traded anything to.

Rainbow had an idea….and swallowed. "Well. I guess I could do that. It would've saved me a trip back home if I did it in the first place."
Rainbow got out of Bed, walked out the door, fell through the hole in front of the door, barely caught herself, broke down laughing hysterically because it must've been the funniest joke in the world to have all that tension DESTROYED over something so stupid, and flew to Sugarcube Corner.
Rainbow flew in through the window into Pinkie's room. She looked around, and saw a bunch of overturned covers sitting on the far side of the bed, where she guessed Pinkie Pie was. This didn't seem to really present a problem. Her body was built to stand a wide range of temperatures; she didn't really need the blankets. Or as she herself would put it: "Whatever. Pegasuses don't get cold."

"PEGASI!" Rarity chirped in her sleep, startling her cat Opalescence.

Rainbow hadn't felt that awful presence ever since leaving her castle, and that was a load off her mind. She did feel kind of awkward just sharing a bed with her friend uninvited like this, but she was much too tired to think about it anymore. So she carefully snuck into bed, and she just…lay…still…


Rainbow was being jostled by someone. She didn't want to get up. "Come on, just five more minutes, mom…" She was jostled again, more violently this time, and this frightened her. Nopony ever shook her awake quite like that in her life, it reminded her for one terrible moment of the... unsafeness she felt in her own house the night before. "AH!" Rainbow shouted as she flailed and rolled out one to the floor face first with a thud. "Owww…" She shot back up to find herself looking into the apprehensive looking face of Mrs. Cake, owner of the Sugarcube Corner.
Rainbow found herself strangely relieved by the fact that Mrs. Cake was not handling a hacksaw, a knife, a scalpel, a syringe, or for that matter, a fully grown dragon. Despite that, something was clearly very wrong.

"Oh, I'm so sorry for startling you, deary, but I have to ask you. Where's Pinkie Pie?" Mrs. Caked asked. "I wasn't scared!" Rainbow retorted before pointing to the bed to indicate the overturned covers "and besides, Pinkie's right there, isn't she?" Mrs. Cake looked at Rainbow with some unreadable expression. "No deary..." Mrs. Cake unraveled the covers to reveal nothing. "We only found you."

Rainbow Dash just gaped. "She didn't leave a note or anything, you're our only lead. Deary, if you know anything, please tell us!" Mr. Cake also chimed in "Do you have any idea where she could've gone?" Dash didn't know what to say. Pinkie was sleeping so soundly, what could've even woken her up AND possessed her to leave in the short time window of time Dash was gone?

Pinkie Pie...where are you?