Everfree forest was as gloomy and forbidding as ever, as the small group of young ponies made their journey through it's treacherous core.

"Applebloom, care to tell why we're out here in the middle of the nowhere again?" groused a small orange pegasus. Her tiny legs pumped hard to keep up with her friend.

"Applebloom, Scootaloo! Wait up!"

Scootaloo chanced a quick look over her shoulder to see a white unicorn filly a short ways behind her. "Hey, 'Bloom, slow down." She called to the little earth pony filly charging on ahead of her. "What's the rush?"

Not bothering to look back, the earth pony panted out. "We're going t'meet Zecora fer a lesson on 'erbal medicines, remember?"

The pegasis filly's face shifted to a look of disbelief. "Huh? That what we're breaking our backs out here for? That's lame."

"Well you could always head back to town. Alone. In the middle of the Everfree forest if ya like." The vermillion-maned pony continued her headlong charge through the forest.

The orange pegasus heaved an exasperated sigh and rolled her eyes. Why did Applebloom have to drag them out here for a lesson on plants? Hadn't she learned from her previous experiences with one of Zecora's potions just how much bad news the icky concoctions were? Never the less Scootaloo kept galloping after Applebloom with Sweetie Belle in tow.

The trio kept galloping for what seemed like forever to Sweetie Belle. It was only after they were passing through a clearing with a distinctive rock formation that reminded Sweetie of the old pony named Mr. Waddles head, did it click in the unicorn fillie's head. Sliding to a halt, she yelled out "WAIT!"

Applebloom and Scootaloo skidded to a halt shortly afterwards. Trotting back to their friend Applebloom piped up. "What is it, Sweetie Belle?"

Hoof frantically pointing at the rocks, Sweetie panted out, "We've passed those rocks about three times now, girls!"

Scootaloo and Applebloom exchanged worried looks. "Bloom, you do know where we are right?

"Um….no. What about you?"

The pegasus gave a frantic shake of the head. "No, I was just following you!"

Eyes darting back and forth in the hopes of finding something that looked familiar, Applebloom murmured, "Bad, this is bad. AJ's gonna murder me for getting lost in the Everfree again!"

An eerie sensation crawling up Sweetie Belle's spine made the filly shiver. "That's if whatever in this forest doesn't eat us first!"

Whimpering, the three fillies grabbed onto one another, each furtively shooting glances about the darkened wood.

"How long do you think we've been out here?" Sweetie Belle couldn't help but ask.

"Ya got me beat. Bloom? Any idea?" With the two other crusaders gazing at her so hopefully Applebloom sadly shook her head.

"I…I don't know. I'm sorry I dragged yall out here this late in the day." She couldn't stop her head from drooping in shame. Seeing how despondent their friend looked, Sweetie and Scootaloo, after a quick glance at one another, grabbed their friend in a quick hug.

"Don't worry, you guys!" Scootaloo proclaimed with the confidence of the youthful. "We aren't sunk yet! I bet right now your sisters and Rainbow Dash are looking for us right now!"

"Yeah!" Sweetie Belle piped up. "Plus, if we're late to Zecora's hut, I bet she's looking for us too!"

"Right!" Scootaloo shot a roguish grin at her friends. "In fact I bet you guys next weeks allowance that Rainbow Dash finds us first!"

"You're on!" Sweetie Belle and Applebloom chimed in unison.

"Well then, all we do is sit and wait." With that Scootaloo plopped her orange flank right down and relaxed. "We'll get out of this in no time."

Several hours later, as Celestia's sun started to set, Applebloom and Sweetie Belle fixed their glare on a rather sheepish pegasus.

"Out of here in no time, huh?" Applebloom shot at Scootaloo. Sweetie Belle's eyes dart back and forth between the darkening shadows. Backing towards her two friends she kept her eyes glued on the forest.

"Isn't night time supposed to be when the creepiest of the creepy crawlies come out?" Sweetie's voice was low and meek.

The earth pony and pegasus looked at their friend. They all remembered the experience with the cockatrice.

"Ok, guys, keep your eyes peeled for any chickens." Scootaloo stated as she scanned the forest. Applebloom could stop a large grin from spreading across her face.

"Already on it, Scoots." She said, staring directly at her friend.

"Hilarious, Applebloom." Scootaloo deadpanned. "Next time try for some originality."

Over the course of the next few hours and the temperature started to drop, the three fillies found themselves huddled together as the sounds of the darkened forest started to take their toll on their imaginations. Scootaloo could have sworn she saw a gnarled tree branch flex open and close like the talons of an eagle. Sweetie Belle envisioned a large root near them as a massive snake, lying in wait for them. Applebloom tried to remain the most grounded of them, but at one point she could have sworn she saw a pony standing in the moonlight. An extremely tall pony with unnaturally long limbs staring dead at them with unseen eyes. The next time Applebloom looked, the apparition was gone.

"Any time now, guys, Dash is going to come swooping down on us." Sweetie and Applebloom weren't fooled, Scootaloo's voice cracking mid-sentence betrayed her unease. In truth, the pegasus was incredibly close to crying. She had never been out this late before and definitely not this deep into the Everfree forest.

A low rumble caught Sweetie belle's sharp ears. At first she jumped, thinking some great beast of the forest was about to launch itself at them. Another low rumble, brought her head up, her ears pinning themselves down in distress.

"Um…..guys? I think we've got rain incoming."

Her statement drew the eyes of her friends upwards. Sure enough a massive thunderhead was closing in on them. The fillies were about to get a taste of one of the Everfree's infamously nasty wild storms.

"We better get undercover and fast if we don't want to get soaked!" The Cutie Mark Crusaders followed Applebloom as she headed into the forest. The going was slow, but the prospect of being wet, cold, and miserable gave their flight for cover an extra boost. Passing by a rock wall, Sweetie Belle spied something that looked promising.

"Look over there! A cave!" Once again Applebloom and Scootaloo found themselves following the direction of her frantically pointing hoof.

"I dunno. A cave like that could have all sorts of nasty creatures in it." Applebloom pointed out. Scootaloo's head bobbed frantically up and down in agreement.

"We can't stay out here in the rain! Who knows how long it will rain and I bet our sisters will what for it to pass before looking for us." The white unicorn filly countered. Once again Scootaloo's head bobbed frantically in agreement. The argument might have continued on if it hadn't been for the sound of rain rolling towards them. Seeing the oncoming downpour, Scootaloo spoke up.

"Cave it is!" Following that, she bolted for the almost hidden entrance to the cave. Her two friends followed in close pursuit. Bolting through the entrance the trio careened into the closest wall. Bouncing up, they checked themselves over.

"Ahhhhhh, visitors."

All three of the ponies' ears perked up at the sound of the voice. Stumbling over each other they faced the direction of the voice. The cave was larger than the small crack of an entrance had let on. Perched at the back of the cave next to a small campfire was a large mare with sable fur. With a languid motion of her hoof, the mystery mare beckoned the fillies over. "Interesting. Are they allowing foals to roam this forest these days?" The mare looked them over. Her piercing cyan eyes studied each filly in minute detail. Scootaloo half-expected the ebon mare to ask the pegasus to spread her wings so she could measure them, so intense was her scrutiny.

Sweetie Belle knew from her sister that first impressions were important. In this case, she and her friends had just dropped in on this mare's home. Dredging up memories of the time Rarity had tried to….civilize her, Sweetie Belle dropped into a little curtsy. As she opened her mouth to greet their host, her efforts were preempted by Scootaloo's tactful query of "Who, by Celestia's giant flank, are you?"

Scootaloo couldn't understand why Applebloom and Sweetie were face-hooving at her question. A low long laugh from their unexpected host rang out. Opening her eyes, the mare spitted Scootaloo with her intense eyes.

"My, my, forward aren't we?"

The nervous gulps from Applebloom and Sweetie Belle were quite audible in the silence that followed.

The orange pegasus was not deterred in any way. "Maybe. Who are you and why are you living in a cave in Everfree forest of all places?" Another silence passed. Scootaloo tried again by introducing herself. "I'm Scootaloo, and these two statues here are Sweetie Belle and Applebloom." She gestured towards her motionless friends with a small hoof.

A small smirk hovered near the mare's muzzle. "You may call me Jin for now. Now what are three fillies such as yourself doing in Everfree forest?"

"We were heading to a friend's house to help out. Unfortunately we got lost on the way." Applebloom had finally summoned the courage to speak.

"Lost? Oh my! How serious." The mare's low voice almost sounded bored. " And what brings you three little fillies to my cave?"

"Duh, it's raining." Sweetie and Applebloom found themselves once again face-hoofing at their friend's total lack of manners. Oddly enough their host almost seemed amused by it. "Indeed it is, young one. And it is quite late as well." Once again the mare's eyes swept over them. Applebloom's stomach was less than impressed by their conversational skills and decided to unleash a loud growl to get the conversation going again. "When was the last time you ate, little ones?"

"Not since this morning at least." Applebloom found her voice again, her hunger adding to her courage. Wordlessly, the dark mare reached into a satchel behind her and tossed something to each of the three fillies. Catching her's in both front hooves, Applebloom inspected the object. It appeared to be a form of thick-skinned fruit. Its wrinkled hide was similar to an orange but was a dark shade of purple.

"What is it?" Applebloom couldn't help but ask. Her siblings grew all manner of crops, but this new fruit was entirely new.

Scootaloo eyed hers from every conceivable angle. "Yea, almost looks like some kind of funky lemon to me."

Reaching into the bag to produce one more for herself, the mare replied. "It's a type of fruit that grows exclusively in the Everfree forest. At least to my knowledge." Taking a bite to show it wasn't dangerous, she continued. "The main part of the plant grows on the ledge above this cave, and yet it bears its fruits in dark underground caverns."

Sweetie Belle's curiosity was drawn to the cave they were in by these words. The floors were oddly enough, a soft layer of very fine layer of dark and dry sand. The walls were bare rock for the most part. Spaced unevenly across the walls were long dark green tendrils. Sweetie couldn't see them too well in the dark, but the black mare, who watched her as she looked about nodded, confirming the Sweetie's thought that these tendrils might be the afore mentioned plants. Realizing she and her friends still hadn't eaten the mare's offering, Sweetie Belle, with a sheepish smile, bit into the fruit. The taste was as unique as the fruit "Mmmmmm, that's good!"

At her proclamation the rest of the Cutie Mark Crusaders dug into their fruits as well. Soon the cave was filled with appreciative comments about the fruit.

"Tastes like a grapefruit mixed with an orange!" Scootaloo somehow managed to say from around most of the fruit in her mouth. Sweete Belle and Applebloom agreed, taking much smaller bites. The mysterious mare smiled and offered more of the fruits to the ravenous fillies. Soon, the cave was filled with yawns as well, the events of the day and the late hour catching up to the fillies. Tossing the fillies some cloth to use as blankets the mare ordered them to sleep.

"I'll take you back to the main path out of this forest in the morning." She said, laying down her own head to sleep. Her answer was a sleepy agreement from the three foals as they drifted off to sleep.

Sweetie Belle had no idea how long she slept for, but at some point during the night she found herself awake from a neck cramp. Shifting her position on the floor, the unicorn filly was careful not to disturb the nearby sleeping forms of her friends. Looking over at the mare who had sheltered them and fed them, Sweetie belle figured she was asleep as well from the slow rise and fall of her chest. As she rolled over, something caught her eyes.

Looking back, Sweetie Belle felt a jolt of fear shoot through her. While the mare looked to be asleep, Sweetie Belle could see from the embers of the dying fire, her eyes were wide open and locked on the filly and her friends, the faint reflection off of the black mare's eyes being what caught the sleepy filly's attention. Sweetie had seen that effect before with Opalescence, Rarity's infamously foul-tempered feline companion. Turning her head back, Sweetie Belle tried to get back to sleep with the mare's unsettling stare haunting her mind.

The next morning came with no incidents. The mare woke the three fillies and offered them a quick breakfast of the same fruits as the night before. Once the three fillies had eaten, the mare led them out into the dripping forest, the storm from the night before having passed on.

After traveling for what seemed like hours, the mare finally stopped. Pointing a hoof ahead of her, she told the fillies "If you go a short distance straight ahead, you will encounter the main path into and out of the forest. Now go. There are worse things in this forest than the beasts." With that, the mare turned back the way they had come and faded into the forest before the fillies could even manage a thank you. Scootaloo was less than impressed by the mare's disappearance.

'Huh. Rude much? The least she could have done was actually lead us out of the forest." The pegasus huffed in irritation. Looking up, she couldn't help but comment. "Why didn't she fly away? Her wings were certainly large enough."

This statement drew odd looks from her friends. Sweetie Belle spoke first.

"Um, wings? I didn't see wings. I saw a long horn, but no wings." Now Scootaloo and Applebloom looked at her with confused looks on their faces.

"I didn't see wings or a horn. I thought she was an earth pony!" Applebloom now felt uncomfortable. How could all three of them miss something like that? Normally she'd argue the point with her friends, but judging from their nervous reactions, they felt the same as her.

"L-let's just drop it. I just want to get out of this place." The olive-colored pony hoped her friends would get the hint. Thankfully they did. AS the trio marched in the early morning gloom, a thick fog started rolling through the forest.

"Darn it! I can't see a thing! Sweetie Belle! Scootaloo! One of you grab my tail and the other grab that pony's tail!"

"Right!" Scootaloo grabbed the end of Applebloom's red tail in her mouth. "Come on, Shweetie Belle! Grab my tail!" she urged from around the tail. No answer came. Scootaloo abruptly turned her head to see if she could spot her friend, dragging a protesting earth pony around as she did. "Shweetie Belle where are you?" the pegasus cried from around her friend's tail.

"Scootaloo! Let me go!" Applebloom snapped, quite tired of being drug around like Winona's chew toy.

"She's not here!" The pegasus's brow furrowed in worry for her friend. "Sweetie Belle!"

"Sweetie Belle, where are ya?" Applebloom quickly joined in the effort to find their missing friend. The roiling fog was completely silent. Looking at Scootaloo, whose face she could barely make out through the fog despite being a mere hoofsteps away. "I don't get it, Scootaloo. Where could she have gone?"

The pegasus was about to answer when something peculiar about the unnaturally thick fog caught her attention. Mouth still open, the orange pegasus's eyes watched as the mists nearest to Applebloom stopped moving and then with the quickness of a striking snake, the mists coiled about the tiny earth pony.

"Applebloom!" Scootaloo surged forward to aid her friend, unable to believe that even a little filly like her friend couldn't break the ethereal bonds. Before she could reach her, the tendrils lifted the screaming filly into the air and drew her back into the mist. "Applebloooom!" The pegasus raced after her friend to no avail. All too soon, Applebloom's panicked screams faded into the fog. Stumbling to a halt, Scootaloo could only stare in the direction her friend had been spirited away. Tears quickly overcame the young pony, as she sat disgusted at how helpless she had been to save her friend. She didn't know how long she sat like that, magenta eyes clenched shut as she wept. All she knew was the next time she opened her eyes, the thick fog had already dissipated.

Looking about herself, the orange pegasus heaved a heavy sigh. Her blind and reckless pursuit after Applebloom had gotten her lost again.

"I see you are still here. Was the broad and clear path I showed you too complicated for you to follow?"

At the sound of the languid, throaty voice, Scootaloo look around herself frantically, her mane whipping about her head. Although the sun was fully overhead now, the thick forest canopy shadowed everything within the forest. As Scootaloo watched, a piece of darkness detached itself from the shadow of a large gnarled tree. It was the large black pegasus she had seen the night before. Leaping up, the little filly ran up to her. Grabbing an ebon forehoof, Scootaloo pleaded with her.

"Come on! I need your help! Something really weird happened to my friends and they need help!"

Stopping for just a moment, Scootaloo looked directly into the larger pegasus's eyes and gave the the best teary-eyed puppy look she could manage, having seen Sweetie Belle and Applebloom use that same expression on their sisters. Unfortunately, it worked about as well as the mare simply gave her a laconic look and replied.

"Remember what I said about leaving the forest quickly due to there being far worse here than the beasts?" Scootaloo nodded, recalling the warning, which she had thought to be overly melodramatic at the time.

"Now, my little pony, tell me, what exactly happened to your friends?"

Scootaloo sensing she might be able to help her friends after all launched into detailed account of how her unicorn friends Sweetie Belle had simply up and disappeared. Then she went on to mention how a heavy fog had appeared, one so thick she could barely see her friend a few hoof steps away, and how it had come alive and taken her friend. Her story finished, Scootaloo pleaded once last time.

"Please help me, Ms. Jin! I know they're out there! I need to help them!"

Without a word, the black pegasus simply rose and started to depart.

"Hey, wait a minute! I thought you were going to help me find them." Scootaloo tried her best to look Jin in the eye. However the fact her head didn't even come up to the other pony's chest stopped her.

"I said no such thing." Came the reply as the dark pony simply scooted the young pegasus out of her path. "I came here because I sensed an immense surge of magic. And what do I find? You." She stopped abruptly, one forehoof in mid air. "With such magic, and wild magic at that about, I'd rather not find out what took your friends." Turning her head back, she fixed a eye on the filly. "It's quite likely you are next. Farewell, little filly." With that the pegasus once again faded into the shadow forest.

"That has got to be the dumbest thing I've ever heard!" Scootaloo shouted to the absent pony. "I don't need your help anyway!" With that, she stood up prepared to march off to look for her friends. Just as she started off, something smashed into her ribs with increadible force. The blow was more than enough to send her skidding across the forest floor into the side of a large tree. The confused filly lay draped across the roots, wheezing heavily ignoring the stabbing pains in her chest as she tried to regain her wind. Staggering to he feet, Scootaloo gamely challenged he mystery attacker.

"Who's there? Come out and show yourselves!" She yelled to the forest. Her only answer was an unnatural silence. Wiping a hoof across her brow, the filly scanned the forest and saw no sign of her attacker. It wasn't until she heard branches creaking did she look up. Even though her attacker's form was still indistinct in the darkness, what she could see caused her mouth to fall open. It was huge! The shadowed beast looked to the little filly to be slightly smaller than Sugar Cube Corner.

A panicked squeak escaped her mouth as the fuchsia-haired pony frantically backed away from the shadowed behemoth. A low keening noise filled the air and slowly built up to a full-throated roar that seemed to pummel the little filly's heart as well as her eardrums. The creature's head was seated on top of a lengthy and well-muscled neck but lacked scales from what she could see in the low light. With a few steps from its long legs, each footstep accompanied by a bass rumble, it approached her. Now frozen with fright, she could only watch as it's mouth opened impossibly wide, revealing triple rows of wickedly sharp and curved teeth. Scootaloo's heart jumped as she treated to the sight of the creature's canine, which looked to be almost if not bigger than her.

Realizing that if she didn't move, she'd be this thing's snack, Scootaloo grabbed a fallen branch with her teeth and flung it behind the beast. Her ruse worked, the beast ceasing its attack to look in the direction of the crashing noise. Needing no invitation, the pegasus filly bolted, her tiny legs pumping as hard as they could. Scootaloo expected to hear it roar in anger at being thwarted, but only her own hoof steps filled her ears. She ran as long and as hard as she could, hoping to find a way out of the forest and back to Ponyville.

As Scootaloo raced she could have sworn she saw that weird black mare again, pointing a hoof in a direction to Scootaloo's right. Hoping her trust wasn't misplaced; she changed direction and continued to gallop on. It became evident to her quickly she couldn't keep up her breakneck pace. Her legs were burning and her chest throbbed from blow she had taken earlier. Eventually she was forced to stop. Barely able to stand, she continued to stagger on. Finally as the exhausted pegasus leaned against a tree, she was rewarded with a sight that would've made her leap for joy if it hadn't been for her injuries; just a short distance from where she stood, she could see not only the path, but on a hill about a kilometer from the forest, stood a familiar cozy-looking cottage made from a tree.

"Oh wow, Ms. Jin pointed me towards Fluttershy's house!" The exhausted pegasus murmured excitedly. Heartened by the sight, she continued on. It wasn't a long walk, but her frantic adrenaline-powered dash just moments prior had taken its toll on her body. By the time she made it to the front gate, Scootaloo's legs felt as if they were made from lead, each step seemed like she had Luna's moon strapped to them. Leaning against the front gate, she looked at the house. Everything seemed dark on the inside. Opening the gate, she staggered on inside. Wings drooping to the ground, feet feeling like lead weights, chest pains causing her to wince, and her coat, mane, and tail coated in leaves, vines, and dirt, Scootaloo knew she was a horrific sight.

Stopping at the front door, she rapped a hoof against it. No answer. Not wanting to give up too easily, she banged on it with both her front hooves. Eventually, the door was opened from the inside. Instead of the butter yellow pegasus answering the door, it was her white, surly-looking rabbit, Angel Bunny. Upon seeing the state of the filly that was half-collapsed on the threshold, he corralled the rest of Fluttershy's menagerie of pets to pull her inside. Under his direction, the almost unconscious pony was deposited on the couch, where she promptly fell into a deep slumber.

Angel Bunny had no idea what to do with the young pegasus. Still undecided, he waved one of Fluttershy's pet birds over. Hummingway hovered in place as Angel pantomimed that he wanted the bird to go and retrieve their mistress. With a nod the bird bolted out a nearby window and darted off in the direction of Everfree.

With that taken care of, the rabbit hopped off to the kitchen for a snack, not noting the fog that was slowly flowing from the dark forest.

Scootaloo had no idea how long she had been asleep when the house shuddered underneath the first blow. Frightened animals were all over the place. Birds filling the air, while everything from squirrels to raccoons darted across the floor in panicjed confusion. Another heavy blow caused large sections of the cottage's roof to break free and fall to the floor. One such section landed in front of the door Scootaloo had been limping towards. The orange pegasus only had time to scream once as agony blazed across her as a multitude of teeth closed across her back.