A purple unicorn sprinted through the street, her heart racing and ears ringing. Horrified screams echoed throughout Ponyville as fires spread and buildings crumbled. Screams that were, more often than not, quickly silenced by the creatures invading the town. Rounding a corner, the unicorn skidded to a halt, finding herself face-to-face with one of the massive, six-legged mounds of flesh. If you could call the trio of slavering tongue-like appendages hanging out of its gaping maw a face.

The tongue-tentacles darted at the unicorn as she turned to flee, saliva splattering on the back of her neck as they snagged her indigo-colored mane and jerked her off her hooves. Terror overtaking her senses as it began slithering from her mane to around her neck she tried to get herself upright and pull away, only to have it tighten its grip. A shout came from above and suddenly the tentacle released her.

Scrambling out of its reach, she looked back to see what had made it let go. An orange pegasus was kicking at what passed for a head on the thing. He shouted for her to run before starting to fly away himself, but wasn't fast enough. The tongue-tentacles whipped around, all three snaring the pegasus around his neck, torso and hind legs. The unicorn didn't even have the chance to consider trying to help before the pegasus' body was twisted violently, the sickening crunch of bones making her stomach convulse.

Forcing herself to look away as the pegasus' body fell limply to the ground, she fled from the murderous abomination before it could do the same to her. Similar scenes were unfolding throughout the town. Horrific beings swinging lengths of metal around, bursts of magic streaking through the air and ponies laying dead everywhere she looked. Some she recognized, others she didn't, and to some mild relief she didn't notice any of her close friends among the corpses.

Darting between piles of rubble and keeping as far from the monsters as she could, the library finally came into view. The top of the large, hollowed-out tree was burning, the windows were smashed out, and the front door had been ripped off its hinges and left in the street. Mind racing with grisly possibilities of what could have happened to her assistant, she charged through the doorway. The inside was in no better condition. Countless books covered the floor, furniture had been smashed beyond recognition, most of one wall was even missing, giving a grand view of the carnage outside. There was no sign of who she was looking for.

Quickly going to check the back room, she found it just as destroyed as everything else. She almost didn't notice the noise coming from the closet over the pounding of her own heartbeat. Rushing over to the only door left intact, she pulled it open, but never got to see what was making the sound before something grasped her side and everything blurred.

Screaming, she spun and managed to knock her assailant on his back, planting a hoof on the lower half of his face. Blinking a couple times to clear her vision, she stared down at the purple and green dragon. "S-Spike...?" He garbled something and she stepped off him. "Oh, sorry. Are you okay?"

"I'm used to you stomping on me by now." The little dragon muttered, rubbing his sore snout. "How about you? More nightmares?"

"Nightmares? What are you..." Her voice trailed off as she noticed where she was. Cloth walls, dirt floors, a couple sheets on the ground for bedding. The only remotely homey touch was a pile of books on a piece of wood to keep them from getting too dirty. She wasn't anywhere near Ponyville anymore... she was in a tent far from any city, in a camp with ponies from all over Equestria that were lucky enough to find their way here.

Spike's voice brought her out of her thoughts. "Twilight?"

"I'm fine." She said quickly. "I was... dreaming about the day those things appeared. It felt like it was happening all over again."

"That explains why you were thrashing around in your sleep so much. I never want to think about that again. Can't really help it though. I..." He closed his mouth and stared at the ground. There was no point in bringing it up, he was sure Twilight thought about their friends just as often as he did. They'd heard nothing about any of them since escaping Ponyville. Not even Princess Celestia, though they had tried sending her a note at least once a week since the attack, no reply ever came.

Although they heard nothing of their friends, plenty of other news arrived from newcomers to the camp. Apparently what happened in Ponyville wasn't an isolated incident. The same thing happened to almost every town across Equestria, on the very same day. There were rumors none of the original cities were even left standing, or if they were had been turned into dens of evil for the monsters.

However, mass destruction and vicious beasts appearing weren't the only changes that day brought. Magic began to warp as well. As first, only unicorns noticed because of their affinity for it, but before long it became more apparent. Some unicorns' natural talents changed or became unstable, others lost their use of magic all together. Earth ponies and pegasi on the other hand, began to develop magic and other unnatural talents of their own, though there was no obvious pattern as to who would gain what.

Twilight Sparkle was no exception. Although she could still move things around with telekinesis, none of her other magic would work right. No matter what else she tried, something or somepony was always either zapped, frosted or burnt. Although it had helped the past few times creatures had attacked the camp, she found it very frustrating to have such a limited magic range.

"What's our plan for today?" Spike asked. "More magic practice?"

Twilight shook her head in a vain attempt to forget the nightmare. "Yes... that sounds like a good idea. After breakfast we'll head out to our usual spot."


The white pegasus sped through the air, his blue mane streaking behind him as five winged beasts pursued him. Normally he would have been able to outfly them without even trying, but he'd hurt one of his wings tearing through a tree in his haste to get away. Doing all he could to stay ahead of them and figure out how to get back to camp for some help, his sense of direction wasn't the best when he wasn't in a panic and everypony he had been traveling with had fallen victim to the things when they first attacked.

Cursing his luck and frantically kicking one in the face that almost took a bite out of him, a flash of light somewhere below caught his attention. Just as the abomination he kicked made another run at his hind leg. It's pincers dug in and he cried out in pain, diving and spinning until it was flung off.

Unable to stop his descent, he shifted toward the nearest tree, flattened his wings against his sides and hoped the branches would break his fall instead of his neck. Crashing through and landing onto the ground with a heavy thud among the frshly fallen leaves and sticks he brought with him, he struggled to get up and moving again, knowing those things were close behind.

"Are you okay?" A girl's voice nearby asked.

Quickly getting one hoof under him only to have a sharp pain shoot through his leg and collapse back onto the ground, he glanced at where the question had come from. A purple unicorn was approaching with a concerned expression on her face. "Run for it!" He managed to gasp as the tree he broke through rustled. It was too late, the monsters were on them.

The unicorn's eyes widened for a moment, and there was a blinding flash of light and loud crackle of electricity. A number of hollow thumps from the winged things hitting the ground followed. The pegasus stared at her, unable to believe she had taken all of them down in one shot.

"Nice work, Twilight." Another voice said, but he couldn't see who had spoke.

"Thanks... I guess not being able to aim that at all is more useful than I thought." Twilight replied, before turning back to him. "Can you stand?"

Slowly trying to get up again, the pegasus flinched when he tried to put any weight on his front left leg, but the other three were strong enough to hold him up. "Yes, thanks." Giving a nervous look around, he wondered if any more were just waiting for a chance to strike. "Which way is the camp? I've got to report back."

"It's this way, we'll take you there." She said, starting to lead the way through some bushes. "Spike, you watch our backs, and be careful. More of those winged ones could be around."

"You can count on me!"

The pegasus blinked at the owner of the other voice, a small dragon carrying a crude metal cudgel. Then he remembered hearing about it in camp before, and the powerful sorceress of a unicorn it always followed around. Though these two aren't at all what he'd expected from some of the rumors about them circling.

"I'm Twilight Sparkle and that's Spike." She said, glancing back at him.

He nodded, their names confirming they were who he'd heard about. "Virtuous Twinkle. I'm a scout for the camp."

"Anything important happening?"

Considering for a moment, he didn't see the harm in telling them. The whole camp was probably going to find out soon enough anyway. "Did you hear about that group of refugee ponies coming in from the north?"

"Yeah, they're supposed to arrive tomorrow, aren't they?"

"Not anymore."

Twilight's steps faltered for a moment, but she kept moving. "They were all... killed?"

"Worse. They were ambushed and captured." He explained. "Dragged off to one of the ruined little towns northeast of here where those monsters have gathered."

This time Twilight did stop in her tracks. "They've never done that before..."

"Not that I'm aware of, no." Virtuous said, halting before he bumped into her.

"Why would they take prisoners?" She mumbled to herself, starting to walk again, but at a slower pace than before.

"I can think of a few reasons... each more unpleasant than the last."

They came to a small clearing in the trees and once again Twilight came to an abrupt stop when they reached the middle of it. "They're never done this before, either."

He was about to ask what, when leaves in the forest ahead rustled and a number of short, red things standing on two legs emerged from the shrubbery. Each one holding a metal weapon that looked similar to the one Spike had been carrying.

A crack came from behind them and Spike charged from the bushes they had come though in a panic. "Twilight! From behind us! A lot of them!" He shouted, skidding to a halt after seeing the ones ahead of them as well.

Twilight took a few steps back until she was next to Virtuous and lowered her voice. "I don't see any winged ones. The camp is straight ahead from here, fly for it and get help."

He thought about objecting, he really did, but the look she was giving him and his natural urge to flee didn't give him any second thoughts. Pushing off as hard as he could with his hind legs, he took to the air, ignoring the pain in his wounded wing. Once he caught sight of the camp in the distance, he took off like a shot. The monsters hadn't reacted to his departure at all, all their attention focused on Twilight and Spike.

"They should have done something by now, why are they acting so strange lately?" Twilight murmured to herself.

"Is now really the time to think about that?" Spike wondered, his voice shaking as much as he was.

"Right... sorry." She took a deep breath, waiting for them to make a move. "Get ready, Spike."

"Do you think we can beat them?" He wondered, doubt in his voice.

She glanced around, the things completely surrounding them. It certainly didn't look possible, but if Virtuous got them backup in time they might have a chance. They just had to hold out long enough. "Give it everything you've got and we'll be fine." She said, hoping she wasn't about to be proven a liar.

One of the creatures screeched to signal the charge, Spike held his cudgel ready, Twilight's horn began to glow and the small forest clearing quickly became a battlefield.