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Scene 1

The moon peeked above the horizon as Luna landed in the garden outside the farm. She glanced up and watched the pale orb and the thousands of stars sparkling in the black sky. This was the time when she felt most comfortable, but there was little consolation in the sky tonight. She didn't know how much time she could expect to have before Trixie and Twilight returned, and she had no idea what she was even looking for or what she should expect to find. She turned her gaze to the farm. There was no light in the windows, or smoke from the chimney. The place seemed completely abandoned. She hoped it wasn't merely a ruse.

With slow steps, Luna walked up to the old door and focused on the lock. A click and a creak later the door stood open before her, a portal into the darkness and the unknown. She stood for a brief minute, listening breathlessly, but everything was dead silence. Finally she braced herself and stepped through the door.

The kitchen looked like it had when they were there earlier. It obviously wasn't here Twilight had done her "cleaning", the cups of tea were still standing out on the table. Crossing the room, Luna pushed open the door to the small pantry. Trixie had mentioned rope and stains of blood, but all Luna could see was bales of hay and sacks of oat. Nothing out of the ordinary for a pantry.

The study was no more helpful. The book she had found earlier was gone, and none of the others seemed out of place. Luna searched the desk but found nothing. She paused, sighed, then went back out into the hall. A pair of rooms followed, obviously the rooms of Twilight and her guest. Luna had no trouble picking out Twilight's room. It was overflowing with books and parchment, the obvious product of an obsessive mind. Luna searched through the piles of books and papers. Most of the books appeared to come from the local Dappleshore archives; long records of local matters dating back to the founding of the village. No doubt it all had to do with Twilight's original research into her family.

Gray's room on the other hoof gave the impression of having never been used. An old mattress and an empty desk was all the room had to offer. Maybe Gray had left as Twilight said, and taken everything with her. Luna stood in the dark hall and watched the room in silence. No, the more she thought about it, the more it began to seem like a facade. This room had not been used in ages. The mattress and desk had been put there simply for show. But if not here, where then had Gray been spending her time?

Luna continued down the hall, past the bathroom to a single door at the end. She pushed it but found it locked. The keyhole revealed nothing but darkness beyond, as expected. Carefully Luna focused on the lock, a faint light glowing from the tip of her horn. There was a click as the bolt moved, unlocking the door. Luna paused briefly to listen and when she heard nothing she slowly pushed the door open and looked down a short flight of stairs into a small cellar.

Luna descended the stairs with wary steps and glanced around the room of cold stone walls and rough floor. She took a few steps into the virtually empty room and struck a hoof against something hard. Previously concealed by sand and dust, a metal ring now revealed a large trap door. With beating heart, Luna pulled open the hatch to find more stairs leading down into the ground. The steps looked ancient, the stone rough and crumbling in places, but the dust and cobwebs had been disturbed, proof that it had been used frequently of late. Glancing back over her shoulder nervously, Luna then began her descent into the ground.


The stairs ended in a long tunnel. Luna paused at the last step and glanced down the pitch black corridor. Hesitantly she summoned a faint light, shining ahead of her as she walked. After a few steps she stopped suddenly, holding her breath. The faint light fell upon a cloaked figure in a niche ahead, casting long, flickering shadows on the wall. When it didn't move, Luna dared to move closer. She drew a breath of relief when the specter revealed itself to be a black coat thrown upon a torch set in the wall. Still, the discarded piece of cloth left Luna wary. It looked like Gray's cloak that she had always been wearing, but if her coat was here that meant Gray could be nearby as well. Luna gave the niche and the cloak a wide berth as she moved on down the corridor.

A strong, metallic scent wafted up from somewhere ahead. Luna edged closer and stopped where the tunnel took a turn. Peeking around the corner, Luna stared into a small room with a large slab of stone in the center. Something was lying on top of the stone. A lump formed in her throat as she rounded the corner and stepped into the room, shining a light upon the stone. For a while she didn't dare to look, keeping her eyes shut, but finally she opened one eye slightly.

The gray stone slab and much of the surrounding floor was smeared in layers of dried blood. On top of the stone lay a small figure, huddled together like a newborn foal. Luna knew instantly that the filly was beyond saving, she was already long dead. Her light gray, almost white coat and rose and purple mane lacked all luster, her skin was stretched taut over her bones and a deep wound cut across her throat like a wide red grin from ear to ear. Luna felt her heart sink and turned her eyes away, fighting back tears only to have her gaze fall on a large stone furnace set into the wall. Blackened bones and skulls with tiny horns mixed with the now cold ashes of what Luna assumed to be all the missing fillies of recent weeks.

"May you all rest in peace …" Luna bowed her head. She wished she could do something for them, give them a proper burial at the very least, but such concerns would have to wait. She gave the scene a last sorrowful look, then walked up to the only door in the room and slowly pushed it open. She paused as she thought she heard something, but after a while of breathless listening everything was silent. Luna looked around. Up ahead the corridor split off in two, one continuing straight ahead, while a side passage lead off to the left. Luna sneaked closer and took a peek around the corner. The side passage ended in a heavy wooden door with a small, barred window. It was barred from the outside. Luna glanced through the window. The light from her horn fell upon a figure lying motionless in the corner. This one was much too large to be a filly, but Luna had no doubt that it too was dead.

The latch on the door was easy to open from this side and Luna gently pulled the heavy door open and took a step inside. No sooner had she set a hoof through the door than something small crashed into her side at great speed and with a loud cry.

"For Sweetie Belle and Applebloom!"

Luna lost balance and fell over, knocking her head against the stone wall. Her light flickered before going out. Struggling to retain consciousness, she tried to fend for herself in the resulting darkness as small hooves beat down on her.

"You won't touch her! I won't let you!" the young voice cried and Luna felt a sharp pain as strong teeth sank into her neck and held fast.

"Please … stop … please, I don't mean you harm!" Luna cried and her horn lit up brightly. The orange coated, purple maned pegasus blinked at the bright light and closed her eyes, but didn't break her hold on Luna.

"Scoot … Scoot! It's not her!" The voice came from one of the corners where a pale yellow pony was lying, holding up a hoof against the bright light. Luna finally got a grip on the pegasus and tried to pull her off.

The young pony let go and stared at the princess. "Whoa …" she gasped, then narrowed her eyes. "Are you real?"

Luna let go of her and sat up, pressing a hoof against her wounded neck with a groan. "I think my blood on your snout says 'yes' ". Scootaloo backed away, placing herself in front of Applebloom protectively. Luna looked up at them, letting her light fall upon them. "I'm sorry, I didn't mean to frighten you. Are you hurt?" Applebloom cringed but neither filly replied. Luna glanced over at the larger figure she had originally seen through the bars. The black and white striped pony was lying perfectly still on the cold floor. Luna only now noticed how her neck was turned in an unnatural way, her head staring into the wall making it impossible to see her face.

"She … she's dead!" Applebloom cried. "Twilight killed her!"

Luna looked back at the two fillies. "Twilight? Are you sure?"

Scootaloo frowned. "Yeah, we're sure! We followed the trail when Sweetie Belle disappeared. We found Twilight, we thought she would help us, but she just locked us up in here."

Applebloom sniffed and rubbed her eyes. "I don't understand! Zecora was Twilight's friend … why would she do this?!"

Luna thought of Trixie. If Twilight was really behind this, if she had really gone mad, then Trixie might be in danger. She took a step towards the two fillies, but stopped as Scootaloo stomped the ground angrily.

"Don't come closer, I don't trust you! You'll hurt us like she did!"

Luna paused, then lay down, placing her head on the floor and looking up at the small but fierce pegasus. "I swear I won't hurt you. But we're all in danger here, do you think you can make it out?"

Applebloom cringed again. "I think my leg is broken … but I can still stand on the other three!"

Scootaloo glanced at her. "I'll get you out, and I won't let anypony hurt you again!"

Luna remained on the floor, not wanting to scare the fillies. "You should get out. There's a mansion in the village, 110 Pedigree Lane. Go there and hide, and if you see Trixie, warn her of Twilight, will you?"

The two fillies glanced at each other. "Trixie? That silly magician?"

Luna nodded as well as she could in her position on the floor. "You can trust her. And if you see Twilight's owl, tell it to find my sister too. Now go, before Twilight returns."

Scootaloo helped Applebloom up and supported her as she staggered towards the door. Applebloom stopped in the door and looked back at Luna. "What about you?"

Luna turned her head and smiled. "Don't worry about me … I'm going to get to the bottom of this." With that, the two fillies were gone. Luna lay for a minute, regaining her breath, then stood up and walked back out. She might not have much time left.

Scene 2

"It's a shame Luna couldn't be here." Trixie watched the waiter walk off to get their order. Twilight was sitting on the other side of the table, smiling at her. Truthfully Trixie would rather have been alone with Luna, though she didn't say that. Something about Twilight made her uncomfortable tonight, and everything that had happened lately didn't put her mind at ease either.

"Just the two of us tonight." Twilight smiled. Trixie gave a nervous smile back, eyes trying not to look into Twilight's. The purple unicorn watched her silently for a time before she spoke again. "Is something wrong, dear?"

Trixie straightened up and tried to not look too concerned. "It's nothing, it's just that so much has happened of late." She knew she had to buy Luna as much time as she could, and if she could get something out of Twilight, however little, all the better.

Twilight didn't say anything. The waiter returned with two plates; trefoil sandwiches with roasted alfalfa seeds and hay fries on the side. Trixie picked a little at the fries as the waiter poured glasses of sparkling spring water for them. Despite being rather hungry she didn't quite feel like eating. The waiter left and Twilight sipped her water while looking at Trixie, who began to feel a little uncomfortable at the silence.

When Twilight didn't seem about to speak, Trixie gathered her courage and looked up to meet her eyes. "Twilight … I need to hear the truth. With everything that's happened, I feel like I don't know you any more."

Twilight sighed. She hadn't touched her food yet either. "I know I owe you a better explanation, but I had hoped we could just enjoy tonight together. I know I shouldn't think of myself in this situation, but I had looked forward to putting all this behind me for just one night. Will you give me that? Just for tonight?" Trixie stared into her glass. Twilight reached out a hoof to her. "Tomorrow I'll wrap up my business here, I'll sell the mansion and the farm, and then we can return to Ponyville. Does that sound good?"

Trixie smiled a little and nodded. She wasn't sure, but at least getting away from this dreary place might raise her spirits a little. Twilight smiled back and gave Trixie's hoof a slight stroke. "Don't worry. Tomorrow all this will be behind us."


The evening progressed slowly but quietly. Twilight took her time eating, ordering both seconds and deserts. Trixie was mildly perplexed by the purple unicorn's unusual appetite, but didn't complain. If it meant giving Luna more time, Trixie would be the last pony to complain. They didn't speak much. Trixie still felt concerned, but Twilight seemed happy to just enjoy the evening in silence.

Twilight pushed the rest of her desert—rich chocolate cake with strawberry and cream—to the side with a sigh. She had been poking the remains for a while, clearly full but eyes wanting more. Trixie hadn't been able to finish hers either, but for entirely different reasons.

Twilight looked at her, still smiling. "Sorry. I've been so distracted lately, it's just nice to finally relax and enjoy a night out. The food is quite nice here." Trixie nodded in silent response. Twilight gestured for the waiter to bring them the bill. "We have the night ahead of us. Is there anything you'd like to do?"

Trixie didn't respond immediately. It was getting late, surely Luna would have searched the house by now. On the other hoof, it wouldn't hurt to be on the safe side.

Twilight paid the waiter and when he left she turned back to Trixie. "I know a nice, quiet place where we could go, if you like. It's not far." Trixie hesitated, feeling suddenly nervous, but finally nodded. Twilight smiled brightly and stood up, offering Trixie a hoof. "Come. Tonight it's just you and me."


Trixie walked next to Twilight as they trotted down the streets towards the fields outside town. As the forest came into view, Trixie felt her throat narrow and her heart beat faster. Luna had told her how she had found her in there, nearly dead. Trixie didn't remember anything of the incident, but something deep within her fought to make her turn around and run.

Twilight looked at her and placed a comforting hoof on her shoulder. "Don't worry, Trixie, we won't go far in and I'll be with you the entire time."

Trixie continued, though slowly. She didn't know why, but the looming forest brought up a sense of absolute terror within her. She fought to keep herself under control as Twilight lead the way into the forest. As Twilight had promised, they didn't have to go far in the shadows of the trees before Twilight stopped at the foot of a small hill poking up above the canopy.

Twilight looked at Trixie, smiling, then lead her up the hill to the top. "The view from up here is simply marvelous."

Trixie looked around. Twilight was right, the view was quite spectacular up here. The forest and swamps stretched out as far as the eyes could see without interruption, except in the direction they had come from where the faint lights of the village shone.

Twilight sat down and pointed a hoof up at the starry sky. "I've come here a few times, but it's always been a little lonely." She smiled at Trixie, watching her silently. Trixie looked up at the sky. Luna's moon was full tonight, shining brightly down upon the two ponies on the hill top. Twilight reached out and stroked her mane. "Won't you sit down here with me?" Trixie looked down again and smiled sadly at her before sitting down next to her. Twilight lay a hoof around her shoulders and glanced up at the sky, watching the stars in silence.

It was a perfect night, yet Trixie couldn't stop feeling a deep sense of unease. She closed her eyes, trying to relax, trying to clear her mind. When she opened them again she noticed that Twilight was looking at her. She turned and looked into Twilight's deep violet eyes. For a moment she sat there breathlessly. Twilight smiled and leaned closer, meeting her lips.

Trixie closed her eyes and remembered their first kiss, outside the mansion on that night. It had felt so right. Something lit up within her, a tiny spark, a fragment of something familiar. As her horn grazed Twilight's and the sensation of magic that she had almost forgotten coursed through her, something else welled up inside her. With all the suddenness and force of a lightning strike, a sense of utter dread filled her and consumed her. Their first kiss had felt so right, but this … this was so very wrong!

Trixie pushed Twilight away and jumped to her feet, breathing frantically and staring at the confused mare now lying on the ground looking up at her.

"Trixie? What's wrong?"

Trixie stared at her in absolute shock and disgust, then spun around and galloped down the hill.

"Trixie! I'm sorry! Please …"

She didn't hear Twilight's plea, or look back as she ran. Her hooves barely touched the ground as they carried her through the forest, faster than she had ever run before. A power that she had never known coursed through her veins, and for the briefest moment all four hooves left the ground as her body shot forwards on the beats of phantom wings.

All Trixie could think of was getting away, and finding Luna!


Trixie landed outside the mansion and stormed through the door. "Luna!" she called as she glanced around frantically. Her eyes fell upon two small figures huddled behind the desk, their frightened eyes staring back at her. Trixie took a deep breath, the rushing of blood calming a little.

"Are you two alright? What are you doing here? Have you seen Luna?" Seeing that they were still too frightened to speak, she reached out a hoof to them. "Don't worry, I won't hurt you. Please, it's important that I find Luna, she may be in danger … we may all be in danger!"

"She … she was in the dungeon. She told us to go here," Applebloom stammered.

Trixie looked between the two. "Dungeon? Where? When?"

Scootaloo looked at Applebloom uncertainly. "We were looking for our friend … she disappeared and the trail lead to a farm near here. We met Twilight and she … she locked us in a dungeon."

Applebloom nodded, crying. "Luna broke us out and told us to go here. But we've been here for—" she looked at Scootaloo who finished the sentence for her.

"—really long."

Applebloom nodded and wiped her eyes. "We were so afraid."

Trixie walked over and sat next to them. "Don't worry. We need to find Luna. Are you hurt?"

Applebloom nodded at her leg. "I think my leg is broken."

Trixie looked at the leg and nuzzled the young pony gently. "Come, I'll carry you on my back. I won't leave you here, it's too dangerous." Trixie lay down and allowed Applebloom to crawl up on her back with Scootaloo's help.

Applebloom clung to Trixie's neck. "Are we going back to that awful place?"

Trixie nodded "Be brave, my little ponies. You will need all your courage now." Trixie turned around and trotted out the door.

"She … she killed Sweetie Belle … and Zecora," Applebloom cried into Trixie's mane.

Trixie looked at them as they ran down the street. "Who?"

Scootaloo frowned, trying to keep up with Trixie. "Twilight! She killed them, and locked us up."

Applebloom continued to cry. "Why would she do that?! Poor Sweetie Belle …"

Trixie bit her lip. "She's not Twilight! She just … looks like her."

The two fillies looked up at Trixie. "But … where is Twilight, then?"

Trixie lowered her head, holding back tears. She couldn't get herself to say it, she still hoped that she was wrong, even though deep inside she knew.

Scene 3

Luna glanced around the room at shelf upon shelf of vials, each laboriously labeled with numbers. She picked one up at random, with the number 417, and carefully unscrewed the lid. The vial was full of a fine, gray dust. Cautiously, she poured a little amount out on her hoof and looked at it. It looked like ash … Luna shivered, the image of the furnace and the bones of fillies forcing itself to the front of her mind. The vial dropped and clashed against the stone floor, shattering. Luna stepped back and stared at the ashes on the floor and the hundreds of vials on the shelves. Were these …? But there were so many.

She forced herself to look away and quickly moved across the room and into the small study beyond. A long desk was overflowing with scrolls and books. A single vial, like the others, was standing alone on another desk along with a small bowl of silver and an open book. Luna ignored that table for now and walked over to the many scrolls and books littering the first desk.

One book was open. It seemed to be a catalog of the vials in the other room, each line containing a number, a name and a pair of dates. Luna flipped back a few pages, unconsciously searching a particular number.

417: Mandrake Meadows, June 6, 710 - September 20, 731

Luna shivered and nervously flipped to the last page, but found no recent records. She closed the book and put it aside, turning her attention to a small black book placed under a bottle of ink and a pen. Luna carefully pulled the book free and opened it. It looked like a journal. She flipped to the last few entries and began to read with growing dread:

Day 1 Since Restoration
My spirit has returned to the lands of the living once again! After the last embarrassing failure with that foal of a descendant, Midnight Sparkle, I am eager not to repeat past mistakes. My latest descendant, Twilight Sparkle, may well bear that cursed name but she has proven most useful so far and I think I shall be quite pleased with her.

Day 3
My descendant has been very helpful in reacquiring my former residences. I have no use for the mansion, but it is good to see these old catacombs still stand after all these years. The loss to my studies appears to be minimal, all things considered. The foalish ponies of Dappleshore must have assumed it all collapsed during the assault.

Day 8
The supply of young unicorns in the area is unsatisfactory! I had to make do with an older pair last night. They both had their cutie marks already. Their blood was enough, but it loses vitality as it ages. My descendant's inability to sustain the spirits for more than mere minutes on her own blood is a testament to just how strong she is, as one should expect of one of my own line. With such talent and will there is little left of the raw potential residing only in the very young and inexperienced. I may be forced to travel further to get what I crave, until I have regained enough strength to take the final step.

Day 10
That rhyming zebra is at it again. I believe I need to do something about her. Twilight seems to like her but I can't have an outsider nosing around and getting too close.

Day 14
Went as far as Ponyville last night in my hunt for the much needed blood. At the risk of upsetting Twilight, but my options are limited.

Day 17
My descendant is starting to question a little too much. Perhaps the news from Ponyville upset her more than I expected. She has been a great help in my restoration and will soon provide me with the greatest gift of all. For now I will have to keep her appeased a little longer. She can not be allowed to ruin my plans.

Day 18
Found Twilight's little lover snooping around in an alley and had to deal with her. Unfortunately we were interrupted most rudely by the young princess of the moon. I am not yet strong enough to face such a power. I must be more cautious. They will be dealt with in time. I may consider playing her sister against her if everything goes as planned. It would be interesting to see who the princess trusts most, her faithful student or her own sister. What a delightful scheme.

Day 20
Success! I have cast aside my cloak and embraced the living, breathing flesh once more! And not a moment too soon. Oh to feel the beat of the heart in your chest and the breath of air in your lungs, the flow of the life's blood so potent in my veins! Twilight struggled mightily, but I wouldn't have it any other way from a descendant of mine. She is the perfect heir indeed. Celestia has raised her well for me, and provided me a unique opportunity. A student of the princess herself, the perfect ticket into Canterlot.

Oh to have waited so long for this. And with the flesh comes all the old urges I thought I had forgotten. I must indulge them as soon as convenient. Why, I haven't had a proper meal in generations. Ah, how I suddenly crave all the old sweets … what a bliss to taste and smell again.

Luna sank a lump in her throat and dropped the journal on the table. Twilight had told the truth the other night … and they had failed to protect her. They had failed her, and now she was … Luna closed her eyes, unable to hold back the tears. "I'm so sorry, Twilight!"

It took her a while before she opened her eyes again and turned to the other table, the one with the vial and bowl. The vial had no number, simply marked by an X, and its contents—fine gray ashes like the others—had been emptied into the silver bowl. Luna walked up to glance into the bowl, then let her eyes fall upon the pages of the open book next to it. A small passage had been underlined:

From the ashes of the dead, properly prepared, may be called up the forms of their spirits.

And in the margin was scribbled a note:

Never call forth that which you can not put down again, lest it should command you.

A piece of parchment had been attached to the page. Luna carefully picked it up and read it. The closely written script and diagrams described a spell. Luna had seen similar magic once, long ago. Forbidden magic that she had studied behind Celestia's back. She felt a shiver as she read over the spell. It was impossible to tell what it was meant to do.


A noise broke Luna out of her thoughts. She turned and listened with her heart in her throat. Was it a door, or hoof steps? Everything was silent again. Luna stepped quietly over to the door and peeked through into the room with the vials. Everything was as it should be. Luna hoped that it was just the place playing tricks on her frazzled nerves. She needed to get out, she had seen enough and she had to make sure Trixie and the two fillies were safe.

Luna hurried out of the vial room and through the corridors, as quickly as she could without making noise. The ancient tunnels bent and split in several places. Luna tried to recall the path she had taken when she came, but nearly ran into a wall as the tunnel came to a dead end. She turned around and froze as she heard hoof steps back the way she had come from. Quickly dismissing her light she stood perfectly still in the darkness and listened. She knew there was no way to run except through whoever was coming, but this time she wouldn't be taken by surprise.

Luna braced herself for a fight as she listened to the hoof steps getting closer, her keen eyes staring into the darkness. But even she couldn't see in this total and utter blackness. The steps were now very close. Luna focused, the magic coursing through her horn. A faint light sprung up far down the hall, not very strong but just enough for Luna's sharp eyes, and—she hoped—enough of a distraction to give her the edge she wanted. The steps came to a sudden halt and in the faint illumination Luna saw a cloaked figure standing up ahead. Wasting not a second, Luna lashed out at the specter, sending it flying through the tunnel. She stormed after it and was upon it in a beat, her glowing horn lowered threateningly and her teeth clenched. She paused, confused. Beneath her lay Gray's old cloak, but it was empty. Luna poked it with her horn, then turned around, casting her light in every direction, frantically trying to spot anything.

As she looked up, the cloak suddenly moved and pulled her legs away from under her. Luna fell over, her jaw hitting the floor painfully. Her vision blurred and she could taste blood. Before she could regain her senses, something wrapped around her head and neck and tightened swiftly. Blinded and struggling to breathe, Luna waved about frantically.

"Inquiring minds wish to know if alicorns can die. Are you truly immortal, or just long lived?" Luna struggled and wheezed under the strangling cloak. The voice got closer and she felt a hoof kick her in the side. "I must confess, your majesty, I find myself disappointed. I had hoped for more from you."

Luna's muscles relaxed, her wheezing stopped. The princess lay sprawled on the cold floor with her head wrapped in Gray's cloak. She didn't move. The purple pony standing above her smiled darkly. A knife flashed in the dark and the unicorn bowed down over the limp body of the princess, untying the cloak to expose the neck. The blade pressed against Luna's throat. "Good night, princess."


Luna's body tensed, and in one powerful movement her back arched and her hind legs shot out behind her. The sharp blade cut into her neck, then clattered against the floor as her hooves sank into the soft flesh of the unicorn's exposed stomach. Twilight gave a pained cry as she flew back and rolled up on the floor. Luna was on her shaking hooves in a split second, the loose cloak falling off her head. She spun around and her horn flared, taking hold of the fallen unicorn and pulling her into the air. Luna staggered, her vision blurred and her head was swimming. She had stood up too quickly.

Her magic faltered and she lost her grip for a second, long enough for Twilight to respond with a brief but powerful strike to the head. Luna just barely managed to block the magical force and staggered back. She was feeling weak. Blood poured from the cut in her neck and it seemed her enemy had managed to gain the upper hoof from the start. She grit her teeth and took a deep breath, magic coursing through her body and flaring intensely at the tip of her horn as she charged. She would not go down quietly!


Trixie stumbled, feeling the ground tremble violently under her hooves as dust and small pieces of rock fell from the ceiling. She stopped and glanced around nervously.

Scootaloo came to a halt behind her. "Whoa! What in Equestria was that?!"

Trixie frowned. She could barely see anything in the crushing darkness of the tunnel. Since her flight from Twilight on the hill top she had felt a spark of magic inside her, but only a trace was left now, barely enough to light up the tunnel ahead of them. "I don't know …" she muttered but stopped as a long cry broke the silence, sending chills down her spine. Applebloom shivered and hid her face in Trixie's mane.

"Come on … quick! That way!" Trixie said and charged down the tunnel with Scootaloo following behind as fast as her small legs could carry her.


Luna stomped her hooves against the shattered floor and breathed heavily. Her eyes were obsidian orbs of night and black flames swirled around her, licking her sleek coat like a mane of living fire. The purple unicorn in front of her stared back intently; purple, unblinking eyes burning with a cold, otherworldly light as the two enemies observed each other, waiting to find a weak spot, a moment to strike.

Celestia had always said Twilight held immense power, but this was not Twilight. Luna recognized the bleak, eerie power swelling within those purple eyes. Luna had once resorted to similar powers and had lost herself in the process. She felt it even now, clawing within her to get free. She felt her mind fracture, felt opposing powers battling for control within her.

"Let go! Why are you holding back? Unleash the power, beat the foal into the ground, crush her under your hooves like the bug she is! Why do you let yourself get beaten?" But she couldn't. She couldn't loose herself, not again. She had to resist. "Think of Twilight! And Trixie, and everypony who depends on you! They have no hope without you, you can not fail! It is justified, you know what you must do!"

Tears of rage streamed from her eyes and down her cheeks as she lowered her head and set off in a flash of lightning, sending stone and dirt flying in every direction with each strike of her hooves as she closed in on her target. Twilight disappeared in a flash a split second before impact, and Luna crashed into the ground with an agonizing cry as she felt a sharp pain in her hind leg and heard the sound of splintering bone. She scrambled to get back up, but a hoof beat her back down.

"Pathetic! You have such potential and you squander it even when your life is on the line!" The purple unicorn stood above her, a derisive sneer on her face as she forced Luna's head down into the ground. "You would be a magnificent beast if you were not so afraid of yourself, of what you could be! You would deny this power? Then you are a foal and I shall take it from you!" She lowered her horn at Luna's head. Luna closed her eyes, awaiting the final strike that would crush her skull.


It never came.

A terrifying shriek reverberated between the walls of the catacombs and Luna felt warm blood spatter over her as the hoof let go of her head. Opening her eyes she saw the purple unicorn stumbling back, a deep wound in her flank. Trixie charged again, her horn striking Twilight between the ribs and sinking in deep. A small orange pegasus pounced upon Twilight and pulled her mane. The violent jerk caused Trixie's horn to tear a long, bloody gash in Twilight's side as she stumbled. Twilight screamed in panicked fury and threw off the filly. Burning eyes of purple fire turned against Trixie.

"You will pay for this! You will all pay!" Her horn lit up like a violet sun. The walls and ceiling of the tunnel trembled and Trixie fell back, losing balance as dark waves of force crashed against her. Luna held her hooves over her head protectively and closed her eyes tightly. Something within her reacted, instinctively, or perhaps it was merely all her panicked mind could think to do. Her horn flashed with dark flames. A memory, an unknown spell from a slip of paper, a desperate last call.

Luna stood up, leaning against the wall with her broken leg hanging in a painful and unnatural position. She cried but focused all her energy on the magic. Waves of black flames clashed against the purple inferno. The light flickered and the purple flames died with a sudden cry and an infernal hiss. The earth shivered as Twilight's charred corpse fell to the ground and crumbled to ashes. Luna collapsed as everything fell apart in a shower of rock and earth. The earth groaned like a mighty titan and swallowed up the tunnels and the farm in a crushing maelstrom of stone and dirt.


The moment Twilight's body dissolved to dust, a jolt ran through Trixie's body and a voice whispered in her ears. "If I could, I would give you all of mine." Trixie rose to her feet, her horn shining with a tangible flame. She cried as raw power surged through her veins like a raging flood of fire. Her body wracked with pain as a pair of azure wings unfolded protectively over the two terrified fillies holding on for dear life to her legs. White flames erupted around her, a blazing aura melting stone and earth as everything came falling down around them.


Ponies from all over Dappleshore were rushing to the site of the crater where once a farm had been. Hushed whispers and cries were quickly replaced by reverent silence as the regal figure of Celestia landed gracefully in front of the gathering crowd, flanked by her ever-present royal guard. The princess glanced sadly over the ruined land and lowered her head.

A slight tremor caused a frightened commotion among the gathered ponies. The rumbling grew and everypony stared as the ground cracked and shivered, finally bursting open in a flare which, for a brief moment, left the early morning as bright as the day. As the light faded away a bright figure hung in the air above the crater, wings outstretched and horn glowing. Two frightened fillies were clinging to her legs and beside her floated the bloodied and unmoving body of Luna.


The lights in the grand theater dim and Trixie stands alone on the stage, the audience breathlessly quiet. The blue unicorn looks up, tears blinking in her sorrowful eyes. For a moment her voice falters and she falls quiet before speaking again.

"So ends the story of Fillystata, and of Twilight Sparkle's greatest mistake for which she paid the highest price. But when I tell this story tonight, it is to tell the truth that you all deserve to hear, and to allow us all to put it behind us. Let us not dwell on the evil, or the unfortunate deeds of a lone unicorn driven by forces beyond her control. Tonight I want everypony to give a minute's silence for all the young fillies who died, and for Zecora, who lost her life trying to help a friend."

Trixie lowers her head and every pony in the audience follows. A deep and extended silence falls over the hall as tiny candles light up in the dark, one for each of the dead. Finally Trixie looks back up.

"It has taken weeks to recover all the bones of the dead from the site of the farm, but they deserve a proper resting place. Princess Celestia herself will oversee the official funeral this night. Let us never forget those who died, and may they be in our hearts forever. But let not grief so consume us either, that we forget each other and those who yet live."

She glanced out over the audience. "Tonight I wish to thank a very special pair of fillies. Two fillies who saw their best friend taken away and killed, and who showed unbreakable loyalty and bravery till the very end. Please come up here, Applebloom and Scootaloo."

Two young ponies rise from the audience and make their way to the stage as the audience applauds solemnly.

"Another who gave everything to save those she cared about …" Trixie turns as Luna walks out from behind the curtain, standing next to Trixie with a sad smile. "She just came out of the hospital last night. Give her a warm thanks. Had it not been for her this tragedy may have been greater still." The audience breaks out in applause again and Trixie gives Luna a sad smile back.

"There is another pony who we should not forget, and she is here with us today, in spirit at least. Twilight Sparkle. If this story has a moral, it must be that even the best of us can be led astray by forces we do not comprehend. Twilight deserves to be remembered for who she was, not for what her ancestor did. She was a friend to many, a friend whose sacrifice will never be forgotten."

"And finally …" Trixie's hat and cloak floats off and the blue unicorn unfolds a pair of azure wings, a hushed whisper of awe running through the audience. "I wish to give my personal thanks to our princess Celestia, for accepting me—" She turns to Luna with a smile "—into her family."

Trixie and Luna lean forwards, their lips meeting in a long kiss as the curtains fall.
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

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
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Rettro Featured By Owner May 27, 2012  Hobbyist Digital Artist
In September 2011 I first read this.
A week earlier you published the first of the sequel, just this past March you finished it.

Finally got the time to re-read this in preparation for reading the sequel... Now I'm thinking I need to re-read all 9 stories on my 'best fics' list, because frankly I've only ever re-read 3 stories that were as good the second time: My favorite book (Fahrenheit 451), my Mom's favorite book (A Wrinkle in Time), and this. I'll read Mare in the Mirror in the morning. I'd do it now, but it's already quite late and I expect it to take a few hours.

Remembering why I follow you, Adcoon :)

(Maybe I won't re-read FO:EQ. That took four days the first time.)
adcoon Featured By Owner May 28, 2012  Hobbyist General Artist
Thanks ^^ I'm glad to hear it's worth re-reading.

Haven't read FO:EQ myself.
Rettro Featured By Owner May 28, 2012  Hobbyist Digital Artist
This story took me about 2 hrs to read. FO:EQ literally took four days. If you ever want to read it, keep that in mind.
HansGl Featured By Owner May 17, 2012
Dude, that was so dark that my lightbulbs don't transmit elctricity into light anymore, you blacked out the morning sun. Wonderful, wonderful story though. You literally went over corpses, as one would say in Germany.
adcoon Featured By Owner May 18, 2012  Hobbyist General Artist
Heh. Thanks, glad you enjoyed it :)
Nostemo Featured By Owner Mar 27, 2012
I must admit that i found this story way too dark for my taste - when it comes to ponyfiction at least - though i still read and enjoyed most of it. If it hadn't been for your great writing i'd have thrown this away, but you managed to keep me reading, which is quite a feat i'd say. I just hope you'll write something less dark for your next story, so i can enjoy all of it, instead of just the writing ;)

ALSO: Thanks for introducing me to Stolen Babies. Those guys are awesome.
adcoon Featured By Owner Mar 27, 2012  Hobbyist General Artist
Glad you liked it, even if it was a little outside your normal tastes. My next few stories should be much less dark, so hopefully more to the tastes of most people.

And you're welcome. They certainly are :D
Triixster Featured By Owner Mar 26, 2012
Reading the comments like I do every chapter of every story...and I see this "...and reading the sequel" FUUUUUUUUU- IT'S ALREADY 3 AM! I can't stay up so freaking late and read more! Curse you people who write well...
adcoon Featured By Owner Mar 26, 2012  Hobbyist General Artist
Heh, thanks :)
SagelyByMoonlight Featured By Owner Mar 14, 2012  Hobbyist Artist
Welp, prepare to be found.

Just kidding. But there's a reason I don't read grimdark, a reason made all the more clear by my review of this story, as exceptionally written as it is.
distantFOX Featured By Owner Mar 11, 2012
i cried a little at the ending. So bittersweet, but well written.
adcoon Featured By Owner Mar 11, 2012  Hobbyist General Artist
Thank you :)
Thubby Featured By Owner Mar 6, 2012
um... wow... that's...

why did she have to die?! y,y
adcoon Featured By Owner Mar 7, 2012  Hobbyist General Artist
It wouldn't be the same if she lived, would it?
Thubby Featured By Owner Mar 7, 2012
true. but now im all depressed... and reading the sequel. >.>
adcoon Featured By Owner Mar 7, 2012  Hobbyist General Artist
The tragedy is addicting, I hope
bigyeti1369 Featured By Owner Mar 1, 2012
Ok this chapter is a complete "WUT" moment
jjsmitt Featured By Owner Feb 22, 2012
my head just exploded, twice.

Lionheart1987 Featured By Owner Feb 12, 2012
This was really rather awesome..well built suspense and quite some interesting twists and turns to to read the sequel..:)
adcoon Featured By Owner Feb 12, 2012  Hobbyist General Artist
Thanks ^^
kiana-neko-chan Featured By Owner Feb 11, 2012
What a wonderful story, and downright chilling. Some chapters I was shivering and holding my breath in suspense.

It's really sad Twilight died in the end, and Luna and Trixie were too late to save her. But I'm glad that you had her die after having her body taken over, rather than somehow brought her back. There's just something that bothers me about "resurrection". It fits with the theme, too. :)

But, /Sweetie Bell/?! You had to kill /her/, and not one of the other three? I was just going on about how so bucking adorable she is! The way you described her body was just horrifying, especially the "grin" slashed into her neck. And then Scootaloo and Apple Bloom's little part in it was very good.

Now I just have to read Fallout: Equestria, since I went and read all of those comments mentioning it. I swear, I must be an emotional masochist or something.
adcoon Featured By Owner Feb 12, 2012  Hobbyist General Artist
Thanks ^^

It had to be Sweetie Belle, though. Had to be a unicorn without a cutie mark, so it was either her or... some random background pony, and that wouldn't have been the same ;)
Awesome-hedgehog Featured By Owner Feb 9, 2012  Hobbyist Digital Artist
MrFlibbIe Featured By Owner Feb 9, 2012  Hobbyist Writer
I have no idea why, but i was listening to the theme to the film Moon, and it fitted perfectly, especially the song "Memories". They changed the experience so much! It almost made me cry!
fotland42 Featured By Owner Feb 8, 2012
That last paragraph.
pos210 Featured By Owner Jan 23, 2012
You have taught me something. I will never read another grimdark again, I was thinking about fallout: equestria but now I just can't.
Andy1234125 Featured By Owner Jan 26, 2012  Hobbyist Photographer
Don't let a tag deter you from the wonders of stories.
I finished Fallout: Equestria less than a week ago, and I do not regret it, at all. (Although, I'm really gonna need a good helping of happy fanfics xD)
The stories may be sad, yes, but never let that deter you. Keep reading =]
pos210 Featured By Owner Feb 8, 2012
I think I might. I didn't express how much i loved the story in my first comment and I would like to say it now. Even though to me of was incredibly sad, it had a sort of silver lining that softened the blow of the whole twilight dying thing. Overall it was a great story, even if it got a bit darker than I like at the end.
Alexanderan Featured By Owner Jan 23, 2012
That was inspiring but mostly sad.I have learned something today.

P.S. I'm also sad because this story ended.
Ocarins Featured By Owner Jan 22, 2012
Also markoth should be glad he is dead
Ocarins Featured By Owner Jan 22, 2012
This is...
TOnight all the undead in skyrim shall taste my blade and know its name, DAWNBREAKER
RaenBoow Featured By Owner Jan 15, 2012  Student Digital Artist
[link] on that epilogue ;_;
After Fallout Eq - THIS has to be the saddest story I've read Q_Q ....But, (I can't belive I'm saying this) it's good that you let Twilight be dead (seriously, why would that witch not kill her)... and left Twilight's death kinda in the dark, cause even if it seems utterly hopeless and finished her soul may be trapped somewhere to be able to find and rescue :>

This chapter was really well written... I conjured ideas of what would happen next and you just slapped them with a shovel in the face (warning for Hitchhikers Guide-reference (the movie))! And yes I'm accepting Trixie into their family ;) But I think I have to reread the part when she got wings cause I can't get that quite clear on why she suddenly got those o_o explain?

Overall: Thank You! :iconmanlytearsplz:
adcoon Featured By Owner Jan 15, 2012  Hobbyist General Artist
You're welcome, glad you liked it.

As for the wings, a lot was likely involved, but mostly Luna's blood that she received earlier and Twilight giving her her magic at the end.
RaenBoow Featured By Owner Jan 15, 2012  Student Digital Artist
ah yes the bloodtransfusion from Luna (I forgot that one) :icontwilighteyerollplz: splendid!
AjaxIsIn Featured By Owner Jan 10, 2012
This left me full of relief and sadness. Poor Twilight... And all those young foals..
Facelessguru Featured By Owner Dec 17, 2011  Student Traditional Artist
well imma be sad for ever now kthnx
Pajama-Ham Featured By Owner Dec 15, 2011  Hobbyist Digital Artist
Wow... amazing story, I was on the edge of my seat the entire time, I was surprised by everything that happened, nothing I thought would happen happaned. I don't normal read grimdark, but that was truly amazing! You deserve a gold medal my friend!
adcoon Featured By Owner Dec 15, 2011  Hobbyist General Artist
Thanks ^^
toma0012 Featured By Owner Dec 12, 2011
srry for the double message, or the triple message, was making an account so could tell you this, i didnt think it would post my first message, agien srry.
adcoon Featured By Owner Dec 12, 2011  Hobbyist General Artist
No problem, and thanks :) I'm glad you enjoyed my story.
toma0012 Featured By Owner Dec 12, 2011
i love your story, the ending was bitter sweet but thats how i love them. not a moment was boring in the story, i really like how you made the owls back story, well tought. ill admit i,m a little choosy abourt fan fics. but this one, i have no single regret, not even when i went on equestria daily and went looking for this story, and read it, tough i was forgoting evry one in my class could see what i did, cuz i was hooked on the reflector. no regrets, what i try to say is, i salute your talent and take off my hat for you. many salutes from denmark! your awsome. and i,m babling agien srry.
toma0012 Featured By Owner Dec 12, 2011
a wonderful story, i loved from start to finish. even tough the ending was bittersweet, but thats how i love them. to make a story that you cant control or figure out, (well for me at least :) is a sign of great talent. i hope to read more from you. a big salute of respect from denmark, i tip my hat for your story.
Egerod Featured By Owner Nov 24, 2011
Wow awesom fanfic! Nothing more I can say about it, it's just awesome o.O

Even though the twist with Trixie becoming an alicorn in the end didn't really appeal to me =/ But still, the story was just awesome =)
adcoon Featured By Owner Nov 24, 2011  Hobbyist General Artist
Thanks. Glad you liked it :)
DahDoctow Featured By Owner Nov 22, 2011
The moment Gray made her appearance and attacked Trixie, I completely called Twilight bringing her back from the dead. How she was talking about how insects going into spider webs, and the whole thing with Twilights ancestor having a spider cutie mark.

This was a great story, gonna check out the sequel as soon as I can! (I read this in one sitting, really good job!)

The ending was the most shocking thing I've ever read, like how it turned out Twilight actually died. I was anticipating Twilight to come back, I wanted it to happen, but I knew that if it happened the whole story would be ruined for me.

One thing that bothered me however was earlier in this story, Twilight mentioned her parents not really caring much for what she does. This had nothing to do with the plot, (that i'm aware of) and was ooc for her parents. In "The Cutie Mark Chronicles" her parents signed her up for the school of gifted unicorns, and seemed really thrilled. This doesn't detract from the story as a whole, just a little something I thought worth mentioning.

Anyway, well worth the read! Thank you.
adcoon Featured By Owner Nov 23, 2011  Hobbyist General Artist
You're welcome, I'm glad you liked it :)

But you must be thinking of Trixie's parents. Twilight's parents aren't mentioned at all. Trixie is the one whose parents didn't care about her.
DahDoctow Featured By Owner Nov 23, 2011
Haha, I must have misread it
adcoon Featured By Owner Nov 23, 2011  Hobbyist General Artist
Looking back at that part, I suppose it can be mistaken as Twilight talking.
ExtraSoap Featured By Owner Nov 7, 2011
amazing. no other words describe it. Very well written, the characters were all developed above and beyond my expectations. I absolutely love this fanfic!
adcoon Featured By Owner Nov 7, 2011  Hobbyist General Artist
Thanks! :D
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