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Note: This is an old version of the story. Read the updated version on FiMFiction.net


Prologue


"The Great and Powerful Trixie presents, live at the main stage of the Royal Pony Theater of Canterlot: The Fillystata - a magical puppet show! One time only! Come one, come all, and witness the story of the century!"

Ponies from all over Equestria trickle into the grand hall of the old, prestigious theater. A veritable buzzing of eager voices sends trembling echoes through the room as everypony settles in front of the large stage. As the lights dim, all voice fades to silence. Anticipation rises until finally the curtains part, and a lone unicorn in a purple cape and pointy hat steps out upon the floor in front of the audience. Bathed in a pale blue glow, like a star in the dark, she speaks.

"Good ponyfolk of Equestria, mares and stallions, fillies and gentlecolts. Tonight you will be witness to a story unlike any before told upon this or any stage. A story both terrifying and true. A tale whose roots reach back through the mists of time. Yet we begin our tale in the fields outside the humble village of Dappleshore, at the Fabulous Fabled Filly Fair where our hapless heroine, Twilight Sparkle, and her ragtag pony friends of Ponyville have gone for a weekend of fun and festivities. But lo, behind the idyllic scenery of this countryside funfair, something sinister is weaving the first strands of its insidious web."

The blue unicorn raises her hooves in a dramatic gesture and the scene behind her lights up.

"And now, she shall make her puppets... dance!"

Scene 1


The smell and taste of apples, cinnamon and the sweetest crust, combined in perfect harmony, still clung to Twilight's nose and mouth, becoming less pleasant over time. "Ugh, when will I learn?" she sighed to herself as she reflected upon how silly she had been to enter a pie eating contest with the likes of Pinkie Pie and Soarin'. But who could say no to Pinkie Pie, or a famous—and quite handsome—Wonderbolts stallion? Twilight chuckled in spite of the stabs of pain each movement caused to her over-filled stomach. She was so silly, but who said a pony couldn't dream?

She needed air and to get away from the marketplace with all its food and temptations for a time. Maybe she could find Fluttershy somewhere in the fields outside the fair. Applejack had invited Rainbow Dash and Spitfire to the grand opening rodeo, while Rarity and Spike were entertaining the fillies. Breakneck action and loud cheering, or lots and lots of wild fillies and colts romping about, none of that appealed greatly to Twilight's stomach right now. Fluttershy on the other hoof sounded like just the kind of medicine she needed. Rest … and quiet.

Twilight trotted off down a trail towards the edge of the festival area, passing by a tent from which a voice could be heard. Twilight paused and listened. The voice sounded vaguely familiar, very loud and dramatic. Ever the curious pony, Twilight walked up and peeked inside the tent. A crowd of ponies was gathered there around a small scene on which a blue unicorn was in the middle of what seemed to be a kind of magical puppet show.

"Trixie?" Twilight muttered the name with a hint of incredulity.

"… but only the Great and Powerful Trixie saw the signs of the impending darkness," the voice came from inside the tent.

Intrigued, Twilight walked into the tent and found a spot where she could see the stage, and the unicorn. What could Trixie be up to this time? As Twilight glanced over the heads of the crowd, one of the other ponies turned to look at her. A cloak covered the other pony's head and body, casting her face in deep shadows. Twilight smiled a little uncertainly at the attention, and the mysterious mare quickly turned back to watch the show.

Only one puppet was on the scene at the moment, resembling Trixie herself. As her story unfolded, more puppets appeared to fill the roles of the narrative as necessary, strings pulled expertly by magic. If nothing else, Trixie was quite the skilled show pony. Twilight had to give her that much credit. Too bad she was also such a terrible loudmouth.

"Too deep in their revels, the ponies of Ponyville were blind to her warnings. The Great and Powerful Trixie knew she had to take matters into her own hoof if fair Equestria was to be saved." The lights in the room dimmed, and star-like points appeared on the scene around a bright glowing moon. "And so she watched the stars align, awaiting the final moment when the dark mare would make her escape and cover the lands in eternal night."

Twilight's curiosity and confusion grew as she began to recognize the tale. Was Trixie really foal enough to try what she appeared to be doing? The crowd murmured sceptically as well, but Trixie continued undeterred.

A puppet of a dark mare, Nightmare Moon, rose out of the shadow on stage. "With the wicked mare's return complete, Celestia nowhere to be found, and the ponies of Ponyville cowering in the darkness brought upon them, the Great and Powerful Trixie stood alone to defend the land." The Trixie puppet took over the stage again. "Realizing that she needed the most powerful magic known to ponykind, the Great and Powerful Trixie had no recourse but to find the fabled Elements of Harmony and harness their raw power. Only that way could the evil Nightmare be vanquished. Facing great peril, but knowing she could not fail, the Great and Powerful Trixie went deep into the heart of the Everfree Forest in search of the ruins of the Ancient Pony Sisters where the Elements were last kept. With every step the twisted Nightmare, realizing the threat to her rule, threw frightful creatures and obstacles at the Great and Powerful Trixie. Only one with her awesome magic could pass such challenges."

Puppets of manticores and vicious sea serpents danced around on stage, each destroyed in grand puffs of smoke as Trixie the puppet advanced through the story. Twilight watched in a mixture of disbelief and amusement at how immensely silly it was.

"Nothing could stand between the Great and Powerful Trixie and the Elements. And when she finally reached the ruins, Nightmare Moon, the wicked mare in the moon herself, appeared to challenge the might of the Great and Powerful Trixie. But the Great and Powerful Trixie was clever. There, behind her enemy, were the elements, just sitting there. All she needed was to grab them and claim their power as her own. A plan formed in her mind, and knowing what she had to do the Great and Powerful Trixie distracted the dark mare with a simple mind trick. It would indeed be a grave insult to Nightmare Moon to reveal just how simple the trick. With her enemy distracted, the Great and Powerful Trixie wasted no time. Using her mighty magic, she lifted off the elements from the pedestals while keeping the mare unaware of what was transpiring behind her. A mere second later, as the elements flew through the air, the Great and Powerful Trixie showed her hoof. Leaping into the air, she grabbed the elements and their ancient power surged through her."

The puppet of Trixie was going wild on stage and with a mighty thunderclap she smote the Nightmare puppet. "Vanquished! The Great and Powerful Trixie unleashed the terrible power of the Elements and brought the evil mare of the moon to her knees. As the Great and Powerful Trixie stood over her, the dark mare begged, promising a place by her side. But the Great and Powerful Trixie saw through her lies and raised her hooves to deliver the final blow just as the sun rose once more over fair Equestria."

The room lit up once again, and the Trixie puppet, standing over the Nightmare puppet, lifted her hooves when the grand figure of Celestia's puppet rose behind them both. " 'Let her go, I think she has learned her lesson,' the princess demanded, and the Great and Powerful Trixie bowed to the ruler of Equestria. The dark mare had been broken but Trixie saw her wickedness went deep, and only through the pity of Celestia was she spared her well-deserved fate. Thus ended the short reign of Nightmare Moon at the hoof of the Great and Powerful Trixie!"

The blue unicorn bowed majestically. Twilight still couldn't believe what she had just heard. The crowd seemed equally confused and outraged. A few muttered about "lies" and "waste of time". Trixie looked out over the audience with that challenging look Twilight had come to know and expect.

"You don't believe the Great and Powerful Trixie? Were any of you actually there, hmm? If anypony thinks they can tell the story better, I hereby challenge you to come up here and do so."

Twilight didn't know if she should speak up. Trixie was clearly not aware of her presence among the crowd, or she wouldn't have put out that challenge. Or so Twilight hoped. Yet it all seemed so stupid, and no pony appeared to actually buy into Trixie's lies this time. There was little to gain from challenging Trixie's tale.

Trixie laughed haughtily. "No? I didn't think so either. Every word I speak is the truth. The vile and twisted Nightmare Moon was defeated at the hoof of the Great and Powerful Trixie. That she now lives the high life in Canterlot is not on this unicorn's head, and she better not try her little games again while the Great and Powerful Trixie watches."

Twilight was just about getting enough, despite her best attempts to not let herself get riled up, when a gasp went through the audience who now stared at the stage in even greater disbelief. Up on the stage the puppets had freed themselves of their bonds, and their long threads now whirled around and around. Faster than Trixie could turn the blue unicorn found herself dangling in the air, tied up like a calf in a rodeo show.

"What the …" Trixie yelped as several strings wrapped around her muzzle to silence her. Trixie struggled while the audience watched the Nightmare puppet jump up on Trixie's chest and walk up to look down into her confused eyes. Twilight thought she detected a hint of fear in those wide eyes.

"All talk and tricks! All you should be watching is your mouth, foal!" the puppet seemed to sneer at its prey. Trixie cried out with a muffled, pitiable sound. "Isn't this what you wanted? A dark and vengeful Nightmare Moon to vanquish? So vanquish me, then! Come on, you worthless piece of hide! Destroy me!" the puppet hissed as more strings swirled and wrapped around Trixie's neck. "Am I not but a stupid puppet to you? Fit only to be mocked and shunned?"

Trixie cried and closed her eyes as the strings tied around her neck. A slight trickle of blood ran down her neck as the strings tightened and cut into her flesh.

Twilight stared in shock. Trixie's face was growing red, her horn glowed but it was evident she couldn't focus her mind on her magic, or overcome whatever was commanding the strings. What was going on? Who was controlling the puppets? Twilight was as confused as the rest of the crowd who stood in helpless paralysis before the unfolding scene in front of them.

Trixie sputtered and whined as the puppet continued unabated. "Well, Great and Powerful Trixie? Will you really let a mere puppet defeat you?"

Twilight finally shook herself free of the stupor. Trixie was dying right in front of her eyes. She might never have liked Trixie, but this was too much. She couldn't stand by and do nothing. Knowing time was running out, Twilight's horn lit up and she felt her stomach churn as in an instant she found herself on the stage next to Trixie. Batting away the Nightmare puppet and grabbing Trixie, they both disappeared in a second flash of light. The crowd gasped at the disappearance.

***

Twilight and Trixie appeared in a flash out in the open, in a small space between stalls on the outskirts of the fair. A few ponies stopped and stared but Twilight paid them no heed. With heart racing she snapped the strings around Trixie's neck and tried to get eye contact, but the blue unicorn didn't move or respond, her purple eyes staring blankly past Twilight. With a hoof against Trixie's neck she searched and found a weak pulse but the unicorn was no longer breathing. Twilight pulled back Trixie's head, leaned down and placed her mouth over Trixie's mouth and nose, forming a seal as she repeatedly breathed air into the unicorn's lungs.

With a gasp Trixie came to life, struggling against the binds on her legs.

"Easy … easy!" Twilight said, trying to calm and hold Trixie still.

"Tw-Twilight!?" Trixie looked up at Twilight, a confused mix of anger and relief on her face.

Twilight was too relieved herself to be annoyed at Trixie's show. "You need to lie still!" she commanded while trying to untie Trixie's legs.

Trixie scrunched up her face. "You! You did this, you tried to kill me!"

Twilight shook her head violently. "I saved you! I swear I would never hurt anypony!"

Trixie looked like she was about to respond but instead fell limp and reached for her head with a shaky hoof. "I … I … just leave me alone!"

Twilight looked at her with concern and tried her best to be comforting. "You'll be fine. You just need to take it easy." Trixie didn't respond as two nurse ponies came galloping along with a few bystanders who had called for help. Twilight stepped back and watched them carry Trixie off. She decided not to follow. It had no doubt been a humiliating, not to mention frightening affair for Trixie.

Scene 2


Twilight glanced at the stalls around her. She had certainly left the main parts of the fair, this place looked like a hodgepodge of stalls selling Celestia only knew what. Walking along the paths between the stalls, Twilight looked over the various things being offered for sale, trying to get Trixie out of her mind. A stack of books in a nearby stall caught her eyes as she walked by. She had always enjoyed browsing through markets and antiquaries for unusual books, maybe she would be lucky this time. The old unicorn in the stall smiled as Twilight walked up to look at the books.

As Twilight glanced over the books, a familiar voice interrupted her thoughts.

"Kusalimiwa Twilight, what troubles you tonight?"

Twilight looked up and smiled as she recognized the familiar stripes of the zebra standing next to her. She hadn't noticed Zecora sneak up on her while she was busy looking through the stack of books. "Oh, hello Zecora. What do you mean, trouble?"

Zecora nodded her head at Twilight, giving her a worried look. "Over your head are dark clouds, an ill omen are such shrouds."

Twilight only shrugged a little. "Oh, I had a little scare earlier, but it's all right again." Zecora nodded, and Twilight continued her perusing of the books. "I didn't know you were here at the fair, Zecora. I didn't think you were the festival type." A small book bound in black caught Twilight's eye and she pulled it out carefully from its hiding place.

Zecora laughed. "My friend I am not as coy, these markets I quite enjoy. Great treasures you can find, things that ponies left behind."

Twilight smiled and nodded in agreement. She knew exactly what Zecora meant. She ran a hoof over the rough and worn cover of the book she was holding. It looked very old yet almost untouched. A word was stitched into the cover. "Fillystata," she muttered to herself as she read it. Something deep within her stirred, a kind of recognition but she couldn't place it. Carefully she opened the book and flipped through the pages. It appeared to be the journal of somepony. Every page was full of small, tightly written text, images and drawings of a great variety, cut-outs from papers, and copies of what looked like archival records. It was difficult to read or make sense of at a glance.

Inside the front cover, Twilight noticed a name scribbled in black. "Midnight Sparkle." Twilight read it again. Sparkle, there wasn't any doubt, the writing was clear. Could there be a connection to her own name and family? Twilight's mother had given her that name, and both her mother and grandmother were called Sparkle, but Twilight had never studied the family very deeply.

Twilight glanced up at the old unicorn sitting in the shadow, weaving a sweater peacefully. "Excuse me, do you know this book?"

The unicorn got up and walked slowly over, narrowing her eyes and adjusting her small, round glasses to look at the book Twilight was holding up. After a moment she looked up at Twilight with a smile and a gentle nod. "Ah yes … that little one. It turned up in my attic when my sister and her youngins were over to help me clean out. Oh, I thought it was a silly thing, but my sister insisted I get rid of it."

The old mare seemed eager to chat, but Twilight's eyes were more focused on the book than on her. "Oh? Why is that?"

The other unicorn gave a shrug of her shoulders. "I couldn't tell. My sister is easily spooked sometimes, believes in some silly things too. But she's a nice mare, just a little …" she trailed off before smiling sadly. "Still, I have no use for the book. But you seem interested. If you like, you can have it for two bits only."

Twilight handed the old pony the coin eagerly and gazed back down at her new purchase. The unicorn took the coin with a smile.

Zecora looked at the old book over her shoulder. "A treasure both alluring and antique, beware what things from the past you seek." Twilight nodded, but she wasn't entirely paying attention. Who was Midnight Sparkle? Was there a relation? And what would her journal reveal? Deep within her Twilight felt drawn to this little book and its secrets, in ways she had never felt drawn before.

Scene 3


It was late and beginning to rain as Twilight walked from the fair to the hotel room she had rented for the weekend. The area around Dappleshore was a vast marshland, and the local pegasus ponies ensured frequent downpours. Twilight would much sooner prefer a clear and silent night than a cold and stormy one, but it was not her job to dictate the weather. She hurried on through the rain, careful to protect her new book under a coat so it didn't get wet. She had barely been able to think of anything else all night since she found it, and she looked forward to finally having some time to read it. Rainy nights were perfect for reading.

Twilight rounded a corner and paused when she saw another pony walking through the rain with her head bowed. She slowed down to a trot, then stopped as she watched Trixie walk along the street in the opposite direction. She looked sad and lonely as she walked with her head near the ground, her drenched mane clinging to her body. Only the thin wounds around her neck and hooves hinted at the earlier incident.

"Trixie?" Twilight called out to her.

The other unicorn looked up, tried to straighten up a little and gave Twilight a not very convincing haughty look. The rain washing down her face did little to conceal the fact that she had been crying. "Leave Trixie alone, Twilight. Can an honest pony not walk through the rain without getting pestered any more?"

Twilight walked towards her. "Trixie, I'm not trying to be your enemy. I'm really worried for you, I just want to help."

Trixie sneered and walked on. "Trixie doesn't need your pity, or your help. Leave Trixie be!"

Twilight hesitated, debating whether to follow. Finally she called out as Trixie slowly disappeared out of sight. "I'm staying at the hotel in town, room 17. You can drop by any time."

***

Twilight picked off a note that had been stuck to her door and closed the door behind her. She unfolded her book from the coat and placed it along with the note on the table next to the door while she dried herself. Once dry she read the note.

Dearest Twilight. Spike is sleeping in my room tonight. Poor thing fell asleep at the fair and your door was locked when we got back. Your friend, Rarity.

Twilight smiled to herself as she thought of her number one assistant. Poor thing. Owlowiscious was sitting on the window sill preening his feathers. No doubt the owl didn't want to get out in this weather. Twilight offered the large bird a little treat, picked up the book and threw herself on the bed.

She ran her hoof slowly over the cover and the single word stitched on it. "Fillystata," she muttered to herself, tasting the word and wondering why it seemed so … alluring. She opened the book and began to read the first page, slowly deciphering the small letters. A brief note graced the top of the first page.

For all my inquiries into this, my great grandmother's life and work remains largely hidden to me. Deliberately made so, I suspect, by those around me, past and present. I know not the source of this fascination of mine with Fillystata. Some would call it unhealthy but something draws me on and I must redouble my efforts. I shall, for myself, keep account of my findings herein lest my mind wanders and forgets.

Twilight flipped through a few pages of cut out newspaper articles, archive records and handwritten notes. A light knocking on the door broke her out of her thoughts. Twilight looked up and stuffed the book under her pillow before opening.

"Yes?"

Out in the hall a cloaked pony looked at Twilight from the shadow under her hood. Twilight recognized her from Trixie's show, the mare in the audience who had looked at Twilight when she entered the tent. She seemed cold and a little timid as she reached up a hoof to pull back the hood from her face.

Luna's teal eyes didn't meet Twilight's as she bowed her head in shame. "I'm sorry. I'm so sorry!"
[Grimdark][Shipping]
During the festivities of the Fabulous Fabled Filly Fair held in the village of Dappleshore, Twilight Sparkle stumbles upon something from her family's past and is drawn to investigate its dark ties to her. Will she succumb to its sinister power, and will Trixie and Luna be able to set their differences aside to help her when her friends are gone?

This story's title and certain themes were inspired by the song Filistata by Stolen Babies. The plot is very loosely based on my favorite Lovecraft story, The Case of Charles Dexter Ward.

Also on FiMFiction.net

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7

If you liked this story, you may also like the sequel, Mare in the Mirror
Add a Comment:
 
:iconforlanceabice1:
ForlanceAbice1 Featured By Owner Oct 30, 2012
Also, one last thing.
Have you considered submitting this to Fimfiction?
You'll not only get even more exposure over there, but it'll also boost
your own reputation. Plus, it's simple to search up the fanfics there.
And there more than just a few golden gems over in the pile.
Reply
:iconadcoon:
adcoon Featured By Owner Oct 30, 2012  Hobbyist General Artist
It's already there, all my stories are.
Reply
:iconforlanceabice1:
ForlanceAbice1 Featured By Owner Oct 30, 2012
Good to know chap.
Thanks for the help...
And also, is there an ETA for any stories that you are planning?
Reply
:iconadcoon:
adcoon Featured By Owner Oct 30, 2012  Hobbyist General Artist
Not really. When they're done :P
Reply
:iconforlanceabice1:
ForlanceAbice1 Featured By Owner Oct 31, 2012
... Famous last words...
But do you see the King reaping the benefits?
Reply
:iconforlanceabice1:
ForlanceAbice1 Featured By Owner Oct 30, 2012
Actually cancel that, I got it.
Reply
:iconforlanceabice1:
ForlanceAbice1 Featured By Owner Oct 30, 2012
Excuse me, but could you post a download link for this story
so that I can downloaded and save it to my computer?
I would like to have this as a reference while writing my own fanfiction when
I don't have internet access. The DLC button on the upper right isn't exactly doing what I want.
(Unless I have missed the completely obvious, in which case that would mean I am plain dumb.)
Reply
:iconkhym-chanur:
khym-chanur Featured By Owner Jul 21, 2012
For all my inquiries into this, my great grandmother's life and work remains largely hidden to me. Deliberately made so, I suspect, by those around me, past and present. I know not the source of this fascination of mine with Fillystata. Some would call it unhealthy but something draws me on and I must redouble my efforts. I shall, for myself, keep account of my findings herein lest my mind wanders and forgets.

Hmmm, sort of has a Lovecraftian feel to it.
Reply
:icontriixster:
Triixster Featured By Owner Mar 25, 2012
Is Rainbow Dash going to be in this story? I'll read it either way...but I'm very picky with her voice...as she is exactly like me IRL. So far voice is perfect, and that's what I look at so...Flutteryay, on to next chapter :D
Reply
:iconadcoon:
adcoon Featured By Owner Mar 26, 2012  Hobbyist General Artist
No dash in this one, aside from a brief mention or two. She shows up in the sequel, though
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