"Twilight!"

The purple Alicorn's head turned to and fro in search of the voice calling for her. Her were eyes scanning every inch of the hallway she stood in, looking everything once more for any details she may have missed. But she was unable to locate the source of the voice calling her name. Her gaze drifted towards down the impossibly long hallway, doors lining both walls. She couldn't even begin to tell how many doors there even were; the hallway just kept going further and further with no end in sight. Turning to the few beside her, she noticed they were all identical except for small oddities that appeared to be unique to each one. The angle of a frame slightly off, a warped door knob, or a shade darker on its colors. Most of them were almost subtle to notice without inspecting closely.

"Twilight!" the voice called again. Her head craned in every way possible to discern where the sound was originating from, but try as she might it didn't seem to be coming from anywhere. The sourceless sound filled the hallway as if the unknown caller was all around her. She thought for a moment of beginning to search through the doors, but the realization of the daunting task stopped her. The sheer number of doors made it seem impossible to find where or who was calling her. "TWILIGHT!" it now screamed causing her to jump, it's echo resounded off the walls.

In a startled panic Twilight began to full on gallop down the hallway, using her magic to throw doors open as she passed them. Sparing only a glance into each room before turning to the next one. Her heart rate was increasing rapidly from furious efforts of moving quickly through the hallway, and from the desperation to find who was calling her. Whoever it was it, no… it was a he she thought. He sounded like it was in trouble, and in pain. She was overwhelmed by the urge to find him, that he needed her. But the reason that drove her the most on her furious panic, was that it sounded familiar.

She couldn't place a hoof on why it did, but the voice sounded like somepony she knew, somepony she deeply cared for. She needed to find him, her life seemed completely dependent on it. "Twilight!" he called once more. However this time she was able to pinpoint its origin, it's previously surrounding echo was now a muffled cry coming from a door only a few ponies away from her. Twilight immediately slid to a halt before she ran passed it. Breathing hard she turned to face the door she was sure she heard the voice call from behind. Taking a moment to catch her breath, she looked over the door carefully. It was of course like the rest of the doors in just about every way. Except this one had rotting wood around the edges of the frame, and its color cracked and flaked in peeling. Twilight cautiously moved closer to examine it further. As she took a hoof step closer the voice called for her once more, "Twilight! Help!"

An overwhelming urge of throwing open the door immediately and leaping through almost overtook her. She felt like like she would go to whoever called her regardless of the trouble or danger he faced. But danger was the reason she stayed put. Or more so the feeling of dread and fear that overpowered her sense of protection for him. She could not explain why her body froze, becoming nonresponding of her commands to move forward. The very same Twilight who faced Nightmare Moon, King Sombra, and a number of other terrible foes, was now petrified with fear. She had never felt anything like it before.

While her body remained motionless her eyes were drawn to the edges of the door again. The rotting wood seemed to creep further along the frame. She could see how it trickled slowly along the surface, causing it to darken and flake further as if death itself was running its fingernails along the door. Her fear grew even more at the sight of it. She was powerless as this building sense of dread that clawed deeper into her being. Breaking down every defense she had in her mind. She felt as if it would take every inch of her until it had her very soul in its dark grip.

"TWILIGHT!" the voice screamed again, jarring the mare from her frozen state. The grip of fear holding her weakened only for a moment, but it was enough. Without hesitation least she falter again, Twilight grabbed the door with her magic and flung it open with all her might. However what she saw on the other side stopped her dead in her tracks once more. The room beyond was black, darker than any night she had ever seen. It was like a swallowing void that would envelop anything that dared set hoof in it. Save for dim light revealing a single spot in the room. She saw before her a form, hanging from chains bound at its wrists. It was still and limp as it drifted slightly side to side. It was small, smaller than her. But terribly familiar. Those scales that covered its body, their purple hue reflecting the light. It's green rounded spines softly protruding from its head down to its swaying tail. She was unable to see its face as it hung low, creating a shadow under the light she was not able to see past. Everything about the reptilian looking creature screamed in Twilight's mind as somepony important. But not something she could remember.

Suddenly movement shifted in the darkness behind the figure. Long thin arms pale as snow slowly reached out in a grasping motion. Drawing them wide it moved its open palms down to the tiny figure hanging from chains, as if it claim it as its own. Before it could grasp the it, the purple scaly head lifted up and stared directly at Twilight. Her heart paused for a moment when she meet its slitted emerald eyes, and heard it spoke for the final time. It was the same voice that had called her earlier, his voice. Now pathetically quiet and weak unlike its booming echo from before. "Help me..."

Before she could react the pale hands grabbed the figure and pulled backwards, causing the room before her to stretch impossibly away from the door frame she stood at. Twilight could only stare in horror as the light covering the figure grew more distant at a frightening pace. As it began to fade out of sight the door slammed in her face, and she screamed.

"GAHH!" Twilight shouted as she sat straight up. The pounding of her heart filled her ears as she took in deep breaths, practically on the verge of hyperventilating.

"Woah there Sugercube, it's ah'right," a cooing voice said beside her. Twilight mumbled a 'what' as she turned to a familiar farm pony. Applejack held a look of worry on her face as she repeated again.

"It's ah'right. You were just dreamin, thats all. Yer safe." It was then Twilight realized the mare had her hoof behind Twilight's back the whole time in attempts to steady and comfort her.

"Just a dream... " Twilight repeated under her breath as her mind began to piece everything together. "Just a dream... everything's fine," she mumbled while closing her eyes to calm down and collect her thoughts. But even with the Applejacks reassurance and her own mind saying it was simply a nightmare, the nagging feeling that something was wrong still nipped at her. Something was missing.

Opening her eyes she slowly propped herself up and scanned her surroundings. They were in the clearing they found last evening, having followed Rainbow Dash on hot pursuit of a little girl. Dawn looked to only be less than an hour away as the clearing began to brighten from the night. Memories of last nights events were brought in full as Twilight looked over the still forms of Simon and Marceline sleeping against the log they slept at, Marceline's head still on his lap. Looking around she saw the rest of their group, Fluttershy, Rainbow Dash, Pinkie Pie, and Rarity who had more blankets beneath her than the rest. All of them still asleep, all except Applejack who was still beside her with a concerned look as she waited patiently for Twilight to get her bearings straight.

Twilight sighed and hanged her head down, still bothered by the dream and the feeling of something amiss. Applejack lowered her head to look at her before trying to reassure her again. "It was just a dream sugercube, whatever it was don't fret too much ah'bout it. We're all here safe an' sound."

Twilight shook her head in attempts to clear the worry inside her head. "Sorry, it was just a nightmare. For a moment I thought one of us was missing."

"Well as you saw fer yourself, we're all here." Applejack said as she motioned with her hoof.

Twilight shook her head again, this time directed at Applejacks statement. "No it wasn't one of us, it was somepony else."

Applejack raised an eyebrow as she asked, "And who might that be?"

Twilight sighed as the nagging feeling began to slip away, the worry almost magically fading from her focus. "I don't know." Before the dream completely slipped away from memory Twilight focused to recall as much as she could about the dream and the small purple figure she saw. Remembering as much as she could she finally said with a sigh, "I didn't recognize him." Exhaling once more she stretched her wings from their stiffness and gave a much needed yawn that had been creeping up. "I guess it was no one, just a bad dream," She said as the final word on the matter. "No one real... "

It wasn't long before everyone else had waken up as well. Each one yawning and stretching to shake off sore limbs and tired eyes. Not all of them had rested much from last night, having slept on the ground with only a blanket underneath. Rarity held most of the complaints even though she had more than one blanket underneath her. She gave half muttered grumbles of her distant but wonderful feathered mattress and pillow back home that was generously donated by some kind of bird.

It was after each and everyone was fully awake and standing that a silence took over. Neither the ponies or the two humans were sure what to do or say next.

The silence however was broken by the rumbling sound of the ponies stomachs. They hadn't eaten anything since the previous morning before crossing through the portal. Due to the events of last night, they had been too caught up in the experience and had forgotten to eat a meal.

Simon was first to speak. "I'm guessing you're hungry right?" His question was answered by the nodding of a few embarrassed ponies.

Rainbow Dash on the other hoof, didn't look too bothered and simply turned to Pinkie Pie. "Alright Pinkie, whatcha got for us?"

The pink pony's face held her normal grin as she trotted over to her saddlebag. She rummaged through while calling over in a cheerful tone. "I got all the essentials! Cupcakes, cookies, candy, chocolate, some cake... "

"Pinkie dear," Rarity interrupted. "We can't have that for breakfast. We need a proper meal. Such as some bagels with a dash of cream and a lovely cup of coffee or tea. But I suppose that would be to much to ask for given our predicament." Rarity added with a tone of distaste as she glanced around the clearing.

Pinkie Pie shrugged her shoulders. "Sorry Rarity, that's all I have."

"You really have all that in there?" Simon asked with disbelief while pointing at the bag.

"Hmhmm!" Pinkie Pie replied with a smile.

"Wow, I didn't figure horses could make sweets."

"Figure what now?" Applejack said.

Simon turned to the orange mare with a raised hand as he replied. "You know, sweets. Cupcakes and all that."

"No I get that part, what was that you called us?"

"Horses?"

Rainbow Dash spoke before Applejack could, "We already went through this, were ponies. Not whatever your calling us."

Simon face became confused as he tried to reason. "But... ponies turn into horses. At least don't they where you're from?"

"Uh no. We're ponies the whole time," Rainbow Dash said with growing irritation. She didn't understand why such a simple concept needed to be brought up again.

"But… nevermind" Simon said in protest. However he sighed in defeat before saying anything. This was a discussion that was happening too early to deal with.

The small tension in the air between the two was broke when little Marceline spoke up. "What are cupcakes?"

Pinkie Pie responded before anyone or anypony else could. "Oh my gosh! You don't know what a cupcake is?" Marceline shook her head with a 'uh-uh'. "Really Simon? You've never showed Marceline the joys of sweet suger filled cupcakes?" Pinkie Pie said in a scolding voice.

"Hey don't blame me!" Simon said raising his arms in protest. "We haven't found a single sweet this whole time. I would have given her some if we had!"

Pinkie Pie shook her head disapprovingly. "Well I guess its up to Pinkie to fix this terrible crime!" She rummaged through the bag one more time before bringing up one pink colored cupcake covered in sprinkles. Holding it perfectly in one hoof she bounced towards Simon and Marceline with a wide grin, all disapproving thoughts turned aside for the growing excitement of being able to explode the little girl's taste buds.

Marceline flinched slightly when Pinkie Pie thrusted the cupcake towards her. Not sure if she should eat it or not, her eyes switched back and forth between the cupcake and the wide eyes of the pink pony who's grin only grew with each second. Still hesitant Marceline reached for the cupcake and held it close with both hands. Still staring at the strange thing she asked, "So I just eat it?"

"Yup!" Pinkie Pie said, who was now crouched low to the ground with her flank in the air. Her entire body seemed to hum in excitement.

Marceline was still unsure until she felt a reassuring hand pat her back. Looking up she saw Simon giving a nod of approval. After receiving a thumbs up she turned back to the cupcake she closed her eyes, leaning forward to take a bite out of the cupcake. Tearing off a chunk she chewed it apprehensively, her eyes remaining closed. It was only after a few moments that her eyes slowly slid open again as she chewed more and more. With a final chomp she gulped it down her throat and stared at the rest of the cupcake in front of her.

Each of them was silent as they waited to see what the little girl would say. As she remained still as she looked at the cupcake, Pinkie Pie bit her lip in worry that maybe she didn't like it. Finally after what seemed an eternity for the pink pony Marceline spoke with a whisper, "This... this is the meaning life."

Pinkie exploded in the air with a scream of joy as Marceline devoured the rest of the cupcake.

By mid morning each of them had a some food in their stomachs thanks to Pinkie Pie's stash and were rationed water from Simon generously. But even having only as little as possible to sate their stomachs for the time being, there was not enough sweets to last them a day or two. Even if they had enough to last them a year everyone with the exception of Pinkie Pie and Marceline, weren't sure if they could handle sweets and pastries for every meal.

With concerns on how they might be able to eat later they sat around the blackened ash pile of last nights fireplace to talk about the next step. The ponies realization of how difficult it would be to survive were quickly understood as Simon explained more of their new situation. This was not Equestria where food would plentiful and close by. This was a broken world, one where Simon and Marceline had difficulty surviving every day just by themselves. It was a battle just to even find food that was still edible.

Eventually it was agreed that they would need to send someone, or somepony as Simon kept forgetting, out to scout for something to eat. As much as it bothered each of them, they couldn't sit in this clearing and do nothing. The only one who did not seem concerned about the whole ordeal was the one who was going to be sent out. While Twilight had attempted to come up with a better solution, she couldn't argue against the fact that sending Rainbow Dash out alone was their best option.

She was strong, quick, and most importantly, able to fly. Simon said that he had not encountered anything that might pose a danger for the pegasus as long as she remain in the air, but he would be lying if he said he didn't worry even a little for the pegasus as well. He knew how dangerous this world could be and how you never knew what you might see next. For all he knew they had only scratched the surface of the challenges of surviving the Mushroom War's aftermath.

"You're sure know what to do?" Twilight repeated again.

"Yeah yeah I know," Rainbow Dash replied for what seemed like the hundredth time to the purple mare. "Stay in the sky, don't get close to the ground, and only scout. No checking things out too closely or grabbing anything." As much as she hated limiting herself, Rainbow Dash knew Twilight wouldn't let her leave until she was certain the pegasus wasn't going to do

anything that would endanger herself.

"You remember what to look for?" Simon asked. Much to Rainbow Dash's annoyment Simon had spent an equal amount of time explaining what to keep an eye out for. Although she didn't fully understand everything he tried explaining to her, she had a pretty good idea of what to keep an eye out for. Anything that was food, anything for sleeping or keeping warm, and anything like a massive building that was called a 'Super Store'. The plan was that she was supposed to remember the locations of things and determine if they looked safe enough to check in detail later. If she did find something to bring back she could, just as long it wouldn't endanger herself.

After Simon and Marceline had plundered all they could from the outskirts of the city, it had been necessary to go deeper and deeper into the city for supplies. They explained how they were near a suburban area and there weren't many stores to begin with. However, after their encounter with the abominations inside Simon deemed it too unsafe for him and Marceline to venture deeper anymore save for desperate occasions. Even then it was only Simon who went, it seemed to become more difficult each and every time. Everything that might have held large stockpiles of needed items were all inside the main part of the city, surrounded by the monsters they had narrowly escaped from earlier.

If all went according to plan, Rainbow Dash would be able to find where those stores were saving Simon time to search. She would also be able to lead him from the safety of the sky, keeping a look out for monsters guiding him the safest routes there and back.

"Alright alright, you've both told me a hundred times! Can I go now?" Rainbow Dash grumbled impatiently. She trotted her front hooves in place unable to stand the thought of waiting any longer.

Twilight exchanged a look with Simon before sighing and saying one last time to the pegasus, "Just be careful please."

As much as they had been annoying the pegasus her attitude simmered at the aspect of now being able to fly and her friend's concern. "Don't worry Twi, I got this." Rainbow Dash said while she flashed both of them a smile. Crouching down she tensed her muscles before exploding into the air. It only took her a few seconds to be well above the tree line and heading off into the direction of the city.

Rainbow Dash climbed higher into the air, beaming with joy now that the freedom of the sky was open to her once more. She felt relief at finally being able to leave the ground and give her wings a much needed stretch. The never ending exhilaration of high altitude flying always picked her up. It had only been a day since she has flown like this back in Equestria but that was too long in Rainbow Dash's book. Ever since their arrival, she had been restricted to the ground. Twilight had kept her nearby at all times for safety in numbers, something that she couldn't argue against, but nonetheless irritated her. She had been itching to see this new land from a viewpoint only she knew.

As she continued to ascend, it became increasingly apparent the differences between Equestria and this new world, and they were not pleasant differences. Here there were no rolling hills covered in lush green grass speckled with flowers, or a soft wind to caress the swaying fields. No trees that were vibrant and full, or clouds white and fluffy dotting the sky. No little towns that looked homely and inviting, full of color and life. There was almost no similarity at all.

Here, everything was downright awful. What little hills there were had no lush grass or flowers. Instead they were littered with garbage and broken objects. The wind was almost non-existent, and when it was there, it was harsh and unforgiving. Most of the trees still had their leaves in the clearing she had just left. But now that Rainbow Dash could see more from her vantage point, she spotted the majority of trees elsewhere were broken and lifeless. Their trunks cracked or split completely from the base, it was as if a Ursa Major had decided to do some gardening and the trees were weeds. In fact the forest they had spent the night in was one of the few places left that even resembled a forest.

As she pulled away from the trees it had only taken a small turn of the head to spot her destination. A large sprawling mass of towers in the distance, a sight that had not improved since she last saw them yesterday. Unlike Ponyville, these buildings had no color or pleasing shape. They were grey and blocky in form, rising high into the sky as if to put everything underneath their shadow.

Even though they stood tall and imposing, they were just as ruined as the rest of the landscape around her. If it wasn't for the mess everywhere, Rainbow Dash might have thought that these buildings were meant to resemble a changeling's holey appearance. While the early buildings they saw had pieces missing, the word 'massive' was the only description for the pieces missing on these towering structures. She could even see a few of them snapped in half, the upper part having fallen over onto the ground, crushing everything beneath it. Rainbow Dash couldn't imagine destruction like this even in her wildest of dreams. The thought of something that large falling down on somepony below... her body shuddered at the notion of it. She didn't have the heart to imagine herself on the ground, looking up as the sun was blocked out by the large mass falling slowly falling to crush whoever was unfortunate enough to be underneath.

While the height of the buildings were impressive, and destruction equally if not more horrifying, what held Rainbow Dash's attention the most was the sheer size of the city. Dots of squares that Rainbow Dash assumed were houses stretched for miles around, a sprawling grey slate that covered the ground as far as she could see. Connecting those slates was a webwork of what she thought was most likely roads. However they did not remain completely on the ground, or at least the unbroken ones weren't. Even though there didn't seem to be a single stretch intact, she could easily see where they might have led to or how they stood. At points where multiple roads met, they rose up into twisting circles that split into off into new directions. If Rainbow Dash had to guess, there appeared to be more of these road connections than there were houses in Ponyville.

She had known this place was big when they stood on top of the hill the portal had closed on. But now as high as she was, which was still not even above the towering buildings, she could see more patches of grey and twisted broken roads stretch towards the horizon.

She couldn't fathom the thought of a city having so many residents. The idea of trying to figure out how this place was so large and still manage to work almost made her head hurt. Tossing the thought aside she turned her attention to the one place she might have drawn some comfort in. But like everything else, the clouds were just as unwelcoming and strange.

They floated at a much higher altitude than the ones in Ponyville, but not far enough that Rainbow Dash didn't think she couldn't reach them. She was however, not sure that she wanted to. The only way she could describe them was that they looked 'dirty'. As if a thundercloud had fallen into a mud hole. They were dreary and ominous while they blanketed the entire sky. Rainbow Dash craned her neck in each direction, unable to spot even a single sunbeam that might have broken through. "Looks like somepony has their work cut out for them," She mumbled disapprovingly. But the moment the words left her lips, an idea formed in her head. One that she figured would spruce the place up a little, and announce her return at the same time. She couldn't help but let out a chuckle at the thought of it.

It wasn't long before Rainbow Dash had entered the inner city. She kept at a level that was low enough that she would still need to swerve around the towering structures, but high enough that she could easily see the multitude of buildings below easily. She wasn't keen on flying so low that she would have to search longer than she desired to, and she felt assured enough to make out the details she was looking for at even this height. This decision had left her near the middle of the towering structures that managed to remain standing. Simon had told her to only do flybys of the buildings on the outskirts, he himself set on not getting anywhere close to the center of the city. But she couldn't resist the temptation of flying around them herself, it wasn't everyday she got to explore something like this. Besides she reasoned. There might be something useful here, something that I can grab.

While she convinced herself that it was alright, she couldn't help but become distracted by the sights of the city. Or the tempting obstacle course it provided. "It's just for recon," Rainbow Dash told herself again. "Twilight would probably want to know more about these in detail. Close detail." Her eyebrows furrowed while a grin grew. She held the usual determined face she always wore when about to face a challenge.

For a split moment Rainbow Dash reeled her body backwards, then burst forward with all her might. She zoomed for the nearest building, diving towards one of it's missing chunks. As she passed it by she was able to make out the many floors the wall once held, most of them missing from collapse. Banking left she flew alongside the building while angling herself upwards. When she came across the next corner she again turned sharply to keep near the edge of the building, all while flying higher and higher. Her pace increased as she circled the structure all while rising towards the top, cutting through shortcuts of missing corners and empty spaces were walls used to be.

Like a rainbow colored ribbon wrapping a tree, she continued to fly around the building until she finally reached the top. A small thin pole stood at the top of the tower. She ceased her flapping and let momentum carry her forward towards it. Her ascension slowed and began to reverse just as she reached the top of the pole. Gently placing a hoof on its tip she balanced for a few precarious moments before kicking off and falling down the side of the building. Her speed increased as she let her body free fall. The rush of wind soared passed as floor after floor of the building zipped by her. For a moment the proximity of the building gave way as she fell past one of large missing chunks before the next stable floor came by again. Before falling even halfway down the building her wings spread wide and she pulled herself up, keeping her speed as she flew straight for the next structure she would dare.

She spotted a building that had a large gaping hole that looked to pass through the entire structure. Peering through as she came closer, she was able to make out what she thought were broken pipes poking haphazardly throughout the tunnel. They were scattered about in such a way that they would block even a skilled flyer. But her determined face flashed again as she stared at the new obstacle before her. Pumping her wings she continued to soar for the makeshift tunnel. It was only moments before she flew into the the building and was overcome by darkness. She was unable to make out the details of any of the objects around her, nor did she have the time. She zipped and ducked between pipes and hanging objects that appeared before her, only having a heartbeat of time to react and dodge. As she flew through the hazardous tunnel the light on the other side revealed some of the blocking obstacles. Her eyebrow raised in question as she passed what she thought looked like a chair, dangling from a chord that she could've sworn spoke, "not in service..." *beep*

The tunnel had only taken fifteen seconds at best to clear, but the amount of dodging Rainbow Dash expertly pulled off made it feel more like a full minute. Her face was still plastered with a grin as her heart pumped from the exuberation.

Onwards she flew on, banking towards the next building to fly around. This one was fortunate enough to have had most of its glass remaining; casting a bright reflection as Rainbow Dash approached from the edge of the building. With a gentle turn she came towards the edge of the building and twisted herself sideways. It was only moments before the reflective surface of the building was below her from the angle, her body hugging the glass as tight as she could manage. Flying over the windows was like flying over the lakes in Ponyville, the only reminiscent thought she had had since their arrival in this land. She loved seeing her reflection in the cool waters when she flew above them, perhaps even dipping a feathertip into the chilling water as she skimmed across it's surface. While this wasn't a lake from back home, she still enjoyed the moment. Watching her reflection beneath her and the buildings in the distance pass by, she felt carefree and at ease as if she was back in Ponyville. Even if most of the windows had small cracks or were grimy. "It's no Ghastly Gorge, but this place isn't so bad." Rainbow Dash spoke aloud with a smile.

Reaching the end of the building, she righted herself and pulled away until she was a comfortable distance between the buildings, hovering in place to spot the next obstacle she would dare. Her attention however, was brought back to the glassy building she had just passed. Up above her was a single window missing, its edges cracked as if it had shattered from the inside. Something that seemed out of place considering that most buildings were lucky to even have a window. Curiosity on the lone broken window overcame her desire to explore more of her new obstacle course, and she found herself slowly moving towards it with interest. While most of the buildings did have chunks missing, she hadn't spotted one with its floor still remaining. They were either collapsed or covered in rubbled from higher floors. Unlike like this one that seemed to have suffered little damage due to some miraculous luck of events. She was curious to see what it might have held.

Reaching the window's altitude, she peered hesitantly inside. The daylight revealed everything near the window's but the rest of the floor disappeared in darkness the farther back it stretched. There were small walls in cube shapes everywhere in a organized fashion. She couldn't tell how many rows it went back but as many as there were, she thought it might be an office space like the ones she had heard about in cities in Manehattan. Between the walls were desks covered in assortments of paper and other tiny objects. While the walls were neatly organized, everything else was a complete mess much like the rest of this world she had seen. Chairs with rolling wheels were on their sides or strewn about the pathways between the half walls. It looked as if something had gone in a rampage and thought everything needed a new resting place on their side or upside down. Risking for the sake of curiosity and exploration, Rainbow Dash perched herself on the edge of the window entrance.

Seeing nothing move in the room, she snorted a puff of air and took a few hoofsteps forward. As she moved further in she attempted to discern further what the objects were around her were. But with the eeriness of how dark the back of the room was, and stillness that accompanied the dust laden objects, Rainbow Dash couldn't help but feel some of her bravery falter.

Having been transfixed about the room and its objects, she didn't notice how much further she was begging to walk away from the windows. Her eyes strained as her vision adjusted to the darkness, the farther back she went the more she could make out of the room.

Passing by flipped chairs, office spaces, and scattered papers she was finally able to make out the end of the room. It was nothing but a dark wall covered in posters of Celestia-knows-what and a water cooler, at least what she thought might have been a water cooler. Applejack had told her once it was popular at work and all the ponies hung around it. At least that's what her Uncle Orange had said, that they were taking a break from their 'cubicles'. Peering inside one of them as she walked by, she saw a desk with a thin black box resting on top, the rest of it covered in scattered papers and pens. She had been glancing into each one as she continued through in case one of them held something interesting, but the lack of light almost made it impossible to see what was in all of them.

Stopping, she realized she had reached the wall and stood right in front of the water cooler. It still held some but she wasn't too sure how to use it, let alone felt like drinking water from a place like this. Other than that there was nothing else caught her attention at the end of the room. She had been hoping for something exciting or at least interesting to find or bring back with her. With a sigh she casually looked about the room once more, her eyes this time coming to rest on the left side of the room. It looked like there was a doorway, one that most likely led deeper into the building. It was so far back that none of the light from the windows were able to reveal anything inside of it. It was an inviting entrance of shadows and mystery. The idea of walking through it and into the abyss of the building, without a single source of light for guidance or protection, crossed her mind. For a few heartbeats she stared into its black depths before shaking her head. "Nope."

She certainly was not going anywhere that had no light whatsoever. Who knows what's inside there. For all I know those things Simon talked about could be hiding in there she thought as the last affirmation that she would not go in. With a cold realization however she froze. Looking about the room she saw the many cubicles stretched across, only being able to peer inside the few she stood next to. Or what might be in here...

She was at the far end of the room, in the shadows, close to the menacing doorway that crept in her mind. She must have passed at least twenty to thirty cubicles, plenty of places for anything to hide if it wanted to. With a gulp she looked out towards the open window, it was like a shining beacon to the open sky that suddenly seemed much farther away. Completely different than the confining and dark room she was now in. An ominous atmosphere quickly took a hold of her as her thoughts raced. There's nothing here, just my imagination. Just walk forward and fly out the window. No problem, she repeated to herself in attempt to steady her nerves. As much as she tried to convince herself that nothing was wrong, she couldn't shake the new found feeling of paranoia and the rising urge to get out as quickly as she could.

Taking in a quick breath she stepped a hoof forward, and onto an object she had not seen laying on the ground. A voice broke through the silence that caused Rainbow Dash to jump back in response and panic.

"Here's a little song i wrote,

you might want to sing it note for note,

don't worry, be happy "

Still wary she held her hoof up in defense against what looked like a talking fish singing in front of her. It's head lifted up from the piece of wood it was attached to as it spouted words to a tune she didn't recognize, its tail flapping in tune with the beat.

"Don't worry, be happy "

It then sang a long 'Ooooouooouoooo,' as Rainbow Dash lowered her hoof and stared at the thing in contempt and curiosity. "What the hay is a fish doing here...?" Staring at it closely, she poked it with a hoof as it continued singing.

"Don't worry, be happy "

Before she could inspect strange fish further, another noise was heard in the room. Snapping up she looked down the aisle she had walked down and saw one of the few standing chairs had fallen over, it's wheels still rolling in midair. Her heart and body froze at the sight of the now sideways object. The hair on her flank stood up though as she saw the chair fidget, it was being pushed out from the cubicle entrance it had been in. A small dark form could be seen crawling out from the cubicle as the chair was shoved to the side.

"Don't wooooorry...beeee...haaaaaappppyy...noooooooowwwww ..." The fish let out in a drawn out voice that became garbled and deeper before it finally stopped and remained motionless.

When the music stopped Rainbow Dash was then able to make out other noises the talking fish had been drowning out. Soft groans and moaning were beginning to rise in volume as the sound of more objects being shoved about the room was heard.

Stunned in fear Rainbow Dash could see more shapes in the darkness around her, some of the crawling on the ground, while others stood at her height. They were coming from hidden crevices and cubicles that she hadn't look in, some even towering above the walls that separated the tiny office spaces. In the darkness she was able to make out some of them, to her horror they were exactly as Simon had described. They had holes in their bodies that spewed forth a gross dripping liquid like an overfilled donut. Their mouths squished open and closed with the sickly fluid as they muttered intelligible words and moans. And they were all converging towards her.

"GAAAH!" Rainbow Dash screamed before bolting forward. They were coming in at all sides, having been hidden in who know's how many of the little offices. She jumped over chairs and grasping limbs as they grabbed for her when she passed by the cubicles. She had only made it ten walls down before more of the monsters blocked her path near the window. She skidded to a halt and dashed to the left, down one of the side aisles hoping to find another route to the open window. Her wings opened in panic, gritting her teeth for forced them closed as she weaved between grasping arms and chairs. There was no room to fly quickly enough and whatever hover speed she would have been able to manage the taller monsters would have been able to grab her easily. Keeping them close to her side now would give them less to grab onto.

Reaching the end of this aisle way she spun to the right back towards the direction of the sunny side of the room. She planned to zigzag up through the aisles and make her way back to the open window. As she cleared the corner she gave a yelp in fear as one of the monsters was already in the aisle. It frothed at the mouth at the sight of Rainbow Dash, at least what she thought was it's mouth. Without a moments hesitation if rushed towards Rainbow Dash and sprinted in pace after her. She could feel it brush against the end of her tail with its arms. Never before had she felt so much panic and anxiety as she surged further.

Clearing another fifteen cubicles with the running monster hot on her heels, she was forced to spin back to the right as more appeared to block her current path. She barely managed to turn without slowing down towards the new aisle, she felt sticky arms scrap across her flank for some grip as she passed the new group, the sensation of their touch was sickening and terrorizing. She heard the commotion and crash of the one behind her running into the bunch that had almost gotten ahold her. But she didn't even dare to spare a glance behind her if the crash fully stopped the running thing.

The adrenaline and fear surged throughout her body, her heartbeat thumping loudly in her ears as she focused on only reaching the window. She was only a few cubicles away from the wall of windows, but the only open one was the one she had entered and it was still a little ways away. She sprinted as she attempted to recover the distance she had cleared on her first turn, back towards the aisle she had originally walked down. She yelped as she felt another arm attempt to grab her mane from a passing office, unable to find a grip it slide through her hair and down her back. She nearly jumped twelve feet forward in reaction to its touch.

Only seconds away from the main aisle, she stared in horror as more of the monsters packed in. They blocked the path as they headed to meet her. Eyes wide and adrenaline pumping through her, she moved without thinking and ducked into one of the offices. Without a pause she lept onto the desk inside it and continued up to the top of the cubicle wall. She only halting for a moment to build the power in her legs, she kicked off and leapt forward to clear as many cubicles and monsters as she could. Sailing over the forms and objects she crashed into one of the walls and tumbled beneath it.

Wincing from the bruises that would appear from her leap, she propped herself up and scrambled out beneath the wall she broke. They were a lot more flimsy than she had expected, thinking she could just catch herself on one. As she managed to get her footing she pulled out and made a mad sprint for the window. She had cleared the rows of offices and was now running parallel to windows on the side building. But before she reached the window one of the taller creatures was already waiting.

With a defiant scream, half in fear and the other half one would give before jumping off a cliff for a cannonball into water, she leapt onto the lumbering monster as hard as she could. With her back legs extended in front of her like a karate kick, she landed her rear hooves onto it's squishy body, her hooves almost sinking into it as more ooze gushed out from its holes. In one fluid motion she was able to land on the things chest and kick off, straight out the window.

Never before had her wings pumped so quickly to get away from something. She was gasping from terror and for breath as she pulled away from her narrow escape. Now in the air and in her domain, she finally spared a glance back towards the monster filled building, some of them were tumbling out the window in pursuit of her, only to fall down towards the streets below. Relief filled Rainbow Dash as she saw them fall, glad they were unable to fly.

She shook her hooves in attempt to remove the gunk she had stepped in for that final kick, and the grasping arms that went through her mane. Partly because it felt gross, and partly to shake the nerves she had from the situation. Picking out some of it she held it out in front on her hoof for inspection. It was green and slimy, probably one of the most disgusting things she had ever seen. It also smelled worse than a dragon burning garbage. "I take it back, this place is worse than Ghastly Gorge... " she said as she flicked the gunk off her hooves.

All thoughts of flying around the city for fun we're now the farthest thing in her mind. After that experience she only wanted to finish scouting where Simon had told her to and get back as soon as she could. She could only imagine the chew out she would get if Twilight had found out about this.

Having spent the next hour or two mentally marking down possible locations, Rainbow Dash let out a sigh and stretched her arms. She explored as much as she was willingly do, staying far away from the city with its structures high enough to house monsters. The thought of them falling out and landing on top of her as she flew by was enough to keep her from being curious again.

"Alright, time to head back. But first..." she said aloud. The first smile she had since her escape formed on her lips. As rattling as everything had been, she hadn't forgotten her return gift.

With renewed strength she soared up towards the were higher than most clouds in Ponyville, but not far enough out of her reach. In fact it might have been only a little higher than Cloudsdale was. As she reached the clouds she angled down and raced beneath them. Reaching a hoof up hesitantly, she felt the clouds rushing above her. She pulled it away after a few seconds in disgust. There was something wrong with these clouds she thought. They felt as if they were full of gunk. The initial idea of being 'dirty' came back to her mind. She had never cleaned a cloud before, normally specialized pegasus in Cloudsdale would do that. But even then that was rare, most clouds in Equestria were perfectly fine and clean from the water reservoirs being held in good condition. Never allowing any foreign substance that would be hazardous to spill into them.

Nonetheless, Rainbow Dash was tired of seeing these grey depressing clouds and intended on doing something about them. Stretching her hooves in front of her, she began to flap faster, falling to a familiar pace for her planned idea. It wasn't long before streaks of air began to form around her body from the increasing speed, becoming narrowed and focused as she became a blur of colors. She felt the pressure build higher and higher as she reached the limit, and in a snap exploded in sweet relief as she released a Sonic Rainboom in the sky.

The resounding blast echoed across the land as a multitude of colors stretched out far and wide. Her speed was so great that the clouds above her were pulled in tow by her zooming form. Normally it took quite a few pegasi to suck the clouds away, but she was able to do it somewhat by herself with a Sonic Rainboom. Something to do with the more pegasus their were the more magic was used with the clouds. But that stuff was nonsense to Rainbow Dash, she only cared about flying as strong and fast as she could.

Looking back behind her she grinned in satisfaction as a strip of clouds was pulled away, and began to bask the land below in sunlight. It was like opening the shades to a dark depressing room, filling it with a sliver of light and happiness. While it wasn't the entire sky, this little bit of sunlight managed to make the land below seem more cheerful and hopeful. Accompanied by the Sonic Rainboom, the sunlight pierced the colors and brought a dazzling display of color to the otherwise grey and brown land below.

As she slowed down Rainbow Dash turned and inspected her hoof work. Even if it was only a small amount, the light and color certainly spruced the place up a bit. "Way to go Rainbow," she said aloud once more. Taking in the impressive sight she grinned in satisfaction. "Alright, time to get back."

While she knew that it probably would have attracted every monster in miles, Rainbow Dash wasn't completely ignorant of her stunt. She has made the direction of the Sonic Rainboom go across the city instead of towards the direction of the clearing. If anything was smart enough to follow the clear path of clouds she left it, wouldn't even remotely lead towards her friends. To further add security, she dipped low and skimmed across the rooftops of the houses back towards the forest. Somepony would of had to been in the exact area she flew over to even have noticed her small form in the sprawling expanse. After some time flying over the houses and streets, she reached the edge of the forest and ascended over the top of the trees as she scanned for the clearing she had left earlier this morning. After some distance she was worried she might have picked the wrong part of the forest and would have to fly higher to spot the clearing.

As she began to climb however, the trees before her gave way and she stopped to see a new sight that had presented itself. Below between the branches of trees were sets of wooden cabins. Most of them were tiny cottages except for some that stood out larger than the rest, some of them bigger than the houses in Ponyville. If Rainbow Dash had to guess, it looked like a summer camp that fillies and colts would sometimes go to. She had never been to one since she lived in Cloudsdale but Fluttershy had told her all about the ones she begged her parents to let her go to. They were always in the forest and normally would be full of animals, two things that Fluttershy developed a passionate interest in since her fall at Flight Camp. And even better, it looked like there was nothing around. However Rainbow Dash knew how deceiving something could be after her recent experience, but the idea of perhaps a good place to sleep made it a tempting prospect.

Deciding to let the others know about it after she returned she flew higher up in attempts to spot the clearing she did want. Fortunately for her, it only took a few moments to spot it.

"Aha!"

It wasn't far away, in fact she had been close to guessing which part of the forest to enter. It looked like it would only take thirty minutes at most to walk between the clearing and the camp below her. A sense of pride filled her at finding the camp and the places Simon wanted to know Rainbow Dash pumped her wings once more and soared back to her friends, with most of the earlier experience already passing away from her mind like a bad dream.

While many things had taken notice of the sudden explosion of sound followed by the sky parting in colors, only one thing stood in place not mind numbingly moving towards it out of reaction and instinct. A pair of eyes watched the spectacle unfold from its vantage point on top of a hill. A hill that permeated magic that had only vanished yesterday. It's remnants all but faded now. The spectator saw the deafening explosion of rainbows and blinding light of the sun filtering to the land below. It stared on for hours, even when the sun had dipped beyond the horizon and night time came. As stars twinkled for the first time through the opening of the clouds, it remained motionless. Continuing to stare with cold, lifeless eyes.