A/N: I am an idiot for not reminding you to check back to chapter 1 because I updated it... so go do it please.

"Applejack!" Rainbow Dash could not believe what just happened: Applejack was gone right before her eyes, Fluttershy laying on the ground in total despair from everything that was unfolding before them and even Rainbow Dash herself was beginning to tremble. Neither she nor Fluttershy could withstand the haunted woods any longer; they wanted to return to Ponyville where it was safe. The changeling, on the other hand, grabbed a piece of firewood from the long extinguished campfire and retaliated against the large skull, lunged the firewood between its hollowed eyes and then splintered the wood over the top of the skull, which crumbled into dust. Interestingly, Applejack seemed to have already vanished, and all Rainbow Dash could do now was walk to a crying Fluttershy near the firewood and attempt to help her feel better.

"She will return here eventually," the changeling announced as it followed Rainbow Dash, referring to Applejack, "something about this forest prevents anyone from leaving if any spirit catches them first."

"But, but... you just saw it!" Rainbow Dash exclaimed, not understanding what was said, "you saw what happened to Applejack with that thing!"

"We all saw it, but I've endured this enough to know what actually happens: you never truly die here; you just simply wake up, in these very woods, like it was some form of a nightmare, yet you remember everything that happened up to that specific point. You're far better off not experiencing it, especially more than once." Rainbow Dash was still unwilling to trust somepony who was clearly from the ranks of Queen Chrysalis, and the changeling was well aware of the fact, but she finally accepted that it would only make things worse if they started fighting each other now... or even a few minutes earlier.

"How many more do we have to deal with?" The changeling took a quick glance at Fluttershy laying beside the remnants of the campfire, who was only just then starting to regain her composure, and let out a quiet sigh; it was genuinely concerned for her well-being for a reason it couldn't quite understand.

"Two left. I know one of them will be crawling on the ground, so if you both hover at least a hoof above it, the crawler won't get you. The other one... wouldn't make a difference even if you were flying in a-" The changeling suddenly stopped when they started hearing strange whispers. "That's the one! Stay off the ground and it can't reach you!" Fluttershy only heard this last statement but immediately hovered above the ground, afraid of what might be lurking in the grass.

"You better not be lying to us," Rainbow Dash snarled as she flapped her wings.

"Even if I was forced to kill you," the changeling replied as it grabbed the last piece of firewood, rather annoyed by her hostility, "it wouldn't be possible to do it here." The whispering crawler was detected at the corner of the changeling's eye and received the full force of the firewood kicked into its snow white face. "Oh, you'll be back for more," the changeling chuckled as the crawling ghoul scurried away in pain, "but this time, you're mine." Not about to let the spirit escape, the changeling actually dove to a prone position in front of the firewood and kicked it to where the unfortunate spirit was crushed in between a nearby tree and the firewood itself.

"Oh my," Fluttershy gasped, unnerved by how efficient the changeling handled the situation.

"These apparitions have simple minds; the real challenge is to overcome the fear."

"Still no sign of Applejack, though," Rainbow Dash realized while both her and Fluttershy landed, "you sure she's coming back here?"

"Eventually. Since your friend hasn't reappeared by now, I'd have to guess it will be after we conquer the last revenant here."

"Isn't the last one why you're stuck here?" Fluttershy remembered.

"That's exactly why I'm still here, the reason being that it randomly appears only for a split second before it disappears on me, and it keeps doing that for a while before humiliating my failure in the absolute worst way possible." Fluttershy hesitated to ask something, but the changeling motioned for her to continue.

"How... how many times did you go through this? I mean, for the..."

"Five," the changeling sternly said, knowing that she was referring to the final specter, "and those were after the initial fear of the other three we just defeated."

"Dear Celestia," both Fluttershy and Rainbow Dash muttered in bewilderment. It was almost impossible to believe that anypony would be willing to even stand after such torment. All of a sudden, however, they began to hear sounds that closely resembled loud heartbeats.

"Shh," the changeling insisted, "I thought I heard something."

"I definitely heard it," Fluttershy confirmed, "it sounds like there's thumping coming from somewhere."

"Thumping noises in the forest?" Rainbow Dash wondered, "is somepony trying to play drums?" They all listened intently for the recurring heartbeats, but it was only when the changeling saw something in the corner of its eye that it realized something was horribly wrong. This was it; this was the final spirit that had trapped it here for as long as it could remember: a ghostly image of a mare with a long, black mane draping over her face. A chill ran down the changeling's spine as it struggled to resist the instinct to panic.

"Oh shit! Um, uh... grab something a-and throw it at whatever f-flashes in front of you!" There was no mistaking that this apparition was the primal source of the terror in this forest if the changeling was frightened by it, but there was no time for questions. They grabbed whatever they could get their hooves on, pebbles, splintered fragments of firewood and even the dirt itself as the heartbeats slowly grew faster and faster. Rainbow Dash thought she saw something in the corner of her eye and threw a twig at it, but it fell to the ground before the spirit vanished. The heartbeats continued to grow even faster as the ponies desperately looked around them for the spectral mare; the faster the heartbeats sounded, the closer the changeling was to an outright despair. It knew exactly what would happen if they couldn't conquer the mare who trapped them here in the first place, but reminding itself of the horrifying event was all it took to destroy the remnants of its sanity, and left the changeling with the sole option to cling onto the first pony it saw... which happened to be Fluttershy.

"What's going on with-" Rainbow Dash stopped herself just as the rapid heartbeats suddenly ceased, with the spectral mare nowhere in sight. Curious about who was whimpering, since it actually wasn't her friend Fluttershy, she turned to see Fluttershy actually attempting to soothe the changeling, despite she herself slipping into a state of panic. "Umm... Fluttershy? A-are you ok?" At that exact moment, the changeling finally noticed that the sounds of what seemed to be a beating heart fell silent, but before it could utter even one word, the indescribably horrifying screams echoed through the forest as the spectral white mare claims her brand new victim.