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Cheerilee ran as fast as her hooves could carry her. Her hoofs were burning, as if her blood was bursting out of them. She wanted to stop and bang her hoofs so hard against the ground that they broke off, but she knew that if she did that then she would never get to Ponyville, and that was where all of the other's were. If she really wanted to cause some pain then that would be the place. She had to get there, the sooner the better.

A thrill went through her as she imagined doing horrible things to some of her students. Some of the graduates. Some of her friends. She was huffing and frothing at the mouth.

She got to the center of town and gazed around wildly. She could see the Carousel Boutique, Sugar Cube Corner, Town hall and most of the population walking around in bliss. She hated it, everything, the joy the happiness. It made her physically sick. She wanted to vomit, but more then that she wanted to hurt the other ponies.

For a moment she bent in half. She could not believe the thoughts running through her head. All this hate and anger. It was as if she had it in her this entire time and just now it was bubbling up to the surface. She coughed violently, she wanted to weep but feared it would only aggravate her eyes even more. She felt a pulse go through her and the she wanted to hurt more, again and again.

She looked up as some pony came out of the Boutique before her. It was Rarity, she would occasionally come to parent teacher conferences whenever her parents were busy. She always looked so beautiful. So arrogant, so proud.

Cheerilee screeched and charged at the white unicorn mare. Rarity stood in shock and watched as the teacher rushed her.


"Miss Cheerilee?" Rarity asked in surprise, she had not seen the school teacher for a long time. It looked a little like Cheerilee, but the look in her eye, the glow...It was unnatural, like artificial fire. And her skin looked oily and sick. The only way to tell that it was her was the mane style and even that looked different somehow.

Rarity quickly lunged out of the way as the pony bit at the air where she had been. Rarity lunged backwards again and again as Cheerilee kept attempting to nip her or headbutt her. Rarity moved away from her house, she turned tail and began to make her way towards more open ground. After fighting monsters for years she had developed a decent amount of stamina and common sense. It would make maneuverability easier if she had more room.

Coming to the square Rarity turned around and faced the approaching teacher. She squared herself and prepared for whatever might happen. Cheerilee did not even hesitate and screaming charged her.

"Miss Cheerilee please speak to me!" Rarity called out, the teacher only continued on her path. Other ponies watched, some in amazement others in fear, still others had expressionless faces, it wouldn't be the last time one of them had gotten possessed.
"Miss Cheerilee if you do not stop that this instant then I will be forced to-" Rarity was cut off as a cart full of hay and flour was pushed from out of nowhere and smashed into Cheerilee, she moved her way to the top and hissed at Rarity. The cart continued rolling and came to a stop touching the side of a building.

Where it promptly burst into flames.

"Now that's a flour bomb!" Pinkie Pie shouted as she charged out of the bakery, a victorious look on her face. She ran up to Rarity and gathered her in a hug before looking over her for any scratches or bruises, Talking a mile a minute.
"Are you okay! I mean wow! That happened so fast! And you were all like clitter-clatter-clitter-clatter and I was like wah! And then I set up the cart and it was all like fwoosh!" Pinkie managed to get out before pausing for air.

"How did it explode!" Rarity said in surprise and fear.
"Flour's combustive, that's what makes baking so dangerous." Cheese Sandwich said trotting out with a few more sacks tied to his back. Rarity chose to ignore the obvious question of where he had learned that, she turned her attention instead to what had happened.

"Cheerilee!" She ran towards the burning wreckage of the cart, concerned the two earth ponies followed her. A creaking and a board was flung out of the wreckage. It hit Cheese Sandwich straight in the face causing him to fall backwards and the flour to explode all over his back.

"Cheesie!" Pinkie shouted in fear, she turned to give the perpetrator a piece of her mind but stopped at the sight before her. With fire reflected in her eyes and surrounding her strolled out Cheerilee. "That's MISS CHEERILEE!" Pinkie shouted in surprise and terror.

"Yes, I have no idea what is going on, thank heavens that she isn't hurt." Rarity said letting out a breath that she had not been aware that she had been holding in. Rarity made a small ball of light on the tip of her horn and sent it floating up in the sky where it burst and made multiple letters in the sky. TS, R, FS, RD, PP, AJ. Pinkie oohed in amazement.

"What's all that?"
"IT was a spell that I learned, it is for survival situations where a unicorn can launch flares to signal for help. I improved it and added my own little 'Rarity Flare' to brighten it up a tad. Do you like?"
"I love! It will make communicating with you guys so much easier." Before Rarity could explain that it was not possible to do that she was side checked by an angry pony. Rarity went shooting backwards before regaining her footing. She glowered at Cheerilee who had a smirk on her face.

A whirring in the air and all of a sudden Rainbow Dash, Soarin, and Fluttershy cantered down from the sky. All of them stared in surprise at the angry looking pony.

"Who the heck's that?" Rainbow Dash asked right off the bat. She quirked her head to one side. Soarin moved slowly in front of Rainbow Dash with his wings flared out. Still a little stiff but they would do.
"It's Cheerilee, except it isn't her, we have no clue what's happening either!" Pinkie said. She had helped Cheese up to his feet and applied a fresh piece of swiss cheese to his side to help with any swelling.
"Well any ideas?" Rarity asked the assembled ponies who all looked around for some sort of inspiration.
"I reckon we wrangle her up before she hurts herself or any pony else." Applejack said as she came out from a side alley. Beside her stood Caramel and Big Macintosh. Caramel had his hoofs dirty from working in the apple orchard and Applejack had sweat along her brow from running to catch up with her older brother. The trio had met up just outside of Ponyville and entered just when Rarity asked for ideas.

"How do we go about that?" Soarin said apprehensively as they all circled the angry looking mare.
"Macintosh! Caramel! You two grab her when you get the chance and hold her steady! Any Pegasus take to the sky and make sure that if she tries to jump you knock her back down to the ground where we can reach her! The rest of you get her plain tuckered out! She can't keep up with all of us for long!" With the game plan laid the ponies began to go at it, circling and surrounding Cheerilee with wary eyes should she try something.

She lunged at Pinkie Pie first, Pinkie simply hopped over her and landed on the other side, as she turned Applejack flung a barrel at the school teacher and caught her off guard. Cheerilee turned to hiss like a cat and got a bucket of water dropped on top of her and a meek apology from Fluttershy. Cheerilee turned to look at the sky and began to buck at anything that the earth and unicorns began to roll and fling at her.

Fancy Pants exited the Carousel Boutique in order to check the mail. He was wondering where Rarity had gone off to. She said that she would only be a minute checking the mail. And now it had stretched into quite a few. He saw a commotion off in the distance and recognizing one of the forms of a white unicorn quickly bolted towards where the fight was commencing.

He found a length of abandoned fabric that Rarity had thrown out, it was riddled with moth holes but decently strong. He quickly unraveled it to it's twenty five feet or so of length.

He got to the edge of the skirmish and flung one end up into the sky. The other held tightly in his magic. It was picked up by Fluttershy who passed it along to Rainbow Dash who dropped it to Rarity who took it in her own magic. In tandem the two unicorns moved the fabric over and around the school teacher until it completely surrounded her in a cocoon of fine fabric. She struggled and even began to scream.

Big Macintosh and Caramel moved to grab either side of her. Caramel got to her first and touched her mane with one hoof. She seemed to shudder in distaste before slumping forward. The darkness around her skin began to fade and slip off of her body. Her eyes closed and a serene tired smile came to her face, she could not even make a croak.

Caramel was moving backwards in fear and wonder. The black ooze that had been on the school mare was on him now. It seemed to be slinking up his leg, binding to him in a way. It kept going until it was right over his neck. The ponies could just stand around in wonder at the bizarre transfer taking place.

"Uh. What's happening?" He began to speak before he shuddered once, long and hard. He began to screech and slam his body against the ground. He looked around wildly, horrified.

"Caramel!" Applejack shouted she and Big Macintosh began to shoot forward towards their friend. The pegasi came down with Rainbow spreading her wings in front of them.

"STOP! You saw what happened, he just grazed her and now look!" Caramel was on his feet now, spittle coming out of his mouth in thick ropes. AJ attempted to move around her friend, she looked over at where Caramel was standing.

"Caramel? You okay?" He turned to face her, his eyes almost entirely consumed by a dark heat, as if fire had been smoldering there his entire life and just now sprung up. She loved to see his eye sparkle but this, this was too much, too hot. His eyes were painful to look at.
"No Applejack. I ain't. In fact I ain't never been alright. Or okay, or peachy or nothing! You! You! You morons! I hate you!" Caramel did, he could feel it, every minor slight, anything that they had ever done to him no matter how minor was now boiling to the surface. He hated them, from the bottom of his heart all he felt for them was rage and resentment.

All he wanted was give them the same amount of pain that they had ever given him.

He ran at Applejack, the farm pony gritted her teeth and squared herself ready for him to attack her, she figured that she would be able to wrangle him. Caramel felt something in his brain, a little ping, as if something was pulling him, or the ooze, no it was definitely the ooze, it was hugging him like a second skin, but it was searching. Searching for something stronger. He could sense it, Applejack, she was strong than him. He raced at her all the faster, the ooze compelling him too. It wanted something stronger than the pony it was currently attached to, and she would do nicely.

Applejack realized, as Caramel's hoofs came pounding down the roadway, leaving sparks in his wake, that if she touched him like he had done with Cheerilee than whatever had happened to him might just happen to her. She shrinker backwards. Big Macintosh standing in front of her, with Rainbow Dash standing in front of him, her wings spread and a glare on her face. She looked like a warrior.

Caramel was mere feet away from careening straight into her, he was not slowly, if anything he was increasing his speed. He was careening towards her like a cannonball out of Tuataras.

That was when Soarin came falling out of the sky and crashed right into the other ponies side. Caramel rolled with him surprised, the two of them began to skid across the pavement, roiling and nipping at each other, each attempting to get on top of the other. Soarin kept flaring his wings out trying to slow them down, Caramel kept kicking and slapping at Soarin, the two hit a low wall and came to a stop with Caramel on top of Soarin. He paused and looked down at him and actually smiled for a moment, he could finally hurt something.

He brought his hoofs up, and brought them down hard against Soarin. Soarin took the full power of the punch across the face, he turned his face and coughed. Blood strong and scarlet flew from his muzzle and mouth. He coughed again and a tooth came out. Caramel brought his hooves up again and began to bring them down.

Soarin managed to get his wings out from underneath him and brought them up in front of his barrel and face. Caramel never even faltered and brought his hooves down faster and harder, they turned into a blur. He was using his speed to simply pummel the former wonder bolt. Soarin heard something crack before he felt it, he hissed and swallowed a large glob of blood and began to cough uncontrollably. Caramel never even paused and continued to kick and crack. Soarin felt the miniature bones scattered all through his wings begin to shatter and snap.

The other's could only stand around in shock. A few trying to get the crowd away from the danger, Rainbow Dash and Applejack would have jumped in and pulled the two apart if Cheese Sandwich or Pinkie Pie hadn't kept blocking the two in fear that they might catch the gunk on Caramel. Rainbow Dash was close to tears. She wanted to dive in and help Soarin, she wanted to destroy Caramel, make him bleed and cry. She wanted to help Soarin. She felt lower than dirt continuously being kept away from him.

Applejack was no better, she had bit her lip so hard that it was bleeding, she wondered if there was any rope or wire or twine that she could use to lasso one or the other. Pull Caramel off of Soarin or latch Soarin and pull him out from underneath Caramel. Fluttershy was hovering overhead worrying at her hoofs and trying to keep any passing pegasus out of the way.

Applejack dipped to the right attempting to get past Pinkie who merely moved with her, anticipating her movements. Pinkie could tell, one touch was all it took to make this situation go from bad to a complete whirling storm of disaster and horror.

It was when Soarin made the first scream that Macintosh could not take anymore. He left crowd control and rushed forward, easily shouldering his way past Cheese and Pinkie who both tried to stop him. He got up to Caramel and grabbed him by the back of his neck and pulled him off of Soarin with one twist of the neck. Easily as if he were carrying a kitten, he moved backwards with the struggling Earth Pony until the two of them were away from the bleeding prone form of Soarin.

Rainbow Dash ran forward and began to fuss over him. He moved his head and managed to cough as she got closer.
"He-he-hey." He said with a little breath, he could hardly get a word out. He attempted to swallow, it felt as if some teeth had been kicked back into the gum.
"Don't you dare say a word Soarin. Don't say anything. You will be okay do you got that! You are going to be just fine!"
Soarin could only smile a little up at her.

Big Macintosh felt the strange movement in his mouth. The tingling and breaking inside of his teeth. He quickly spat out Caramel and looked in fear as the ooze went from off of the colt's coat and began to stain into the ground. He felt something frothing in his mouth and guts. He began to cough and hack, he bent over and vomited hard. There was red mixed in with the dark ooze. It quickly seeped across the ground and latched onto his hoofs. Dancing backwards he began to hyperventilate. He closed his eyes. His brain, his eyes! They were on fire! They were liquid metal and pooling across his brain.

He looked up and stared around him, there were only those that he hated, all around him.

Everypony stepped backwards in fear. His eyes were pure fire, a blazing dark red. His skin was tight, his muscles straining as if they wanted to break out of him and destroy everything that was around him. Everypony who had seen him as benevolent, a timid stoic giant, were now terrified of the raging bull that stood before them in all of his hate and glory.

Big Macintosh snorted, he sniffed at the air. There was something out there, something stronger, much more powerful than him still out there, he wanted to hurt them. He wanted to hurt them all so much, just destroy all of the ponies around him. All that had wronged him, no matter how small it might have been. He wanted to make them all suffer. He began to start forward, the crowd backed up. He stopped and spasmed, the ooze started to seep off of him. As if it were searching for something.

"Macintosh?" Applejack was moving forward, she wanted to help her brother but she needed to help Caramel, he was much more hurt than her brother, and so he took priority.
"Macintosh are you okay?"

"Enope." He managed to get out. He shuddered. The ooze seemed to come off of him for a heartbeat.

"Big Macintosh!" A cry and three fillies came flying out of the crowd. Applebloom, Scootaloo and Sweetie Belle. The three of them were stopped and held back by Rarity and Fancy Pants in a shield of magic. They easily kept the three girls out of reach of the enormous stallion. Applebloom banged her hoofs against the side of the cage she found herself in, heaving and sobbing.

"Please Macintosh! Stop it! Please!" The giant that was now covered in black began to spasm, there was still a Macintosh in there, deep down he could still be seen. But so much was the ooze, and it was torn. This was already a good host. But there was an even better one out there.

"Macintosh?" A call from above. He instinctively looked up. Fluttershy was slowly gliding down towards him, her mane billowing around her face. Her eyes firm and reassuring. She looked deep into his eyes, deep into his soul. Searching and almost belittling in a way. He wanted to hurt her. He moved a hoof in preparation to jump and attack. He pulled it back telling himself that that was wrong.

Fluttershy alighted in front of him. She looked deep into his eyes. All of the ponies stood waiting on baited breath.
"Get off of him. Now." She spoke softly, calmly. The ooze seemed to shrink, it seemed to begin to jiggle. It flew off and landed on the ground. Macintosh fell heavily. His thighs and legs felt worn and broken, as if he had been using only will power to keep from slaughtering the other inhabitants of the town.

"Is it over?" Applebloom asked slowly. The bubble disappeared and she and her sister made their way quickly to where their brother lay. Fluttershy began to stroke his head and gave out soothing little whistles. Applebloom rushed and nuzzled his side. Applejack went past and picked up Caramel. He was unconscious and breathing heavily.

The ooze let out a shriek. an actual sentient scream. It began to zoom across the pavement. It moved unbearably quick. Ponies jumped out of the way avoiding it, trying not to get touched. It seemed to only have one mind however and was making it's way towards a certain direction.

"Where's it going?" Rarity said in alarm, so much damage and it still seemed to be looking for something.
"Stronger." Macintosh managed to breath out. "Looking for strength."

"Wait. Who the hay in Ponyville is stronger that Macintosh? You're the strongest pony in town!" Applebllom said in confusion.
Pony. Rarity realized what the girl had just said. She turned her head towards the crystal palace that stood above them all.

"Twilight." She breathed out.


Spike exited the castle and scratched his head. He knew that it was still pretty early but he expected more Ponies to be out than this. The entire place seemed deserted. He went to the mailbox and began to go through the junk. most of it was just crud that magazines sent. He was hoping for a couple of newer comics he had ordered but no luck. He sighed and rolled the mail up.

Twilight and Flash had been gone for what felt like a while now, he expected them to be home sooner rather than later though. He turned to go back in and stopped. Sitting in front of him was an oil slick. A shimmering looking bit of blackness that reflected everything. It was bouncing in a little ball. He looked at it in confusion, pretty much the weirdest thing he had ever seen in town before.

He reached out a claw to touch it, that was when it sprang forward and latched around his forearm. Shouting in surprise he dropped his mail and reeled back away from the opening of the castle. He began to claw at his scales. It burnt, like ice, it burnt his bones, it burnt his blood. He began to cough, his head felt as if it were splitting in half. He growled and groaned. He began to hack up fire as if it were vomit. He moved in a circle breathing fire and crying. His head. His head. His head felt like it wanted to hurt others. He banged it on the ground until the rock split, blood was coming out of his snout. He hiccuped and he closed his eyes. When he opened them all that was left was fire.

"SPIKE!" A call from the street. He looked and their stood so many, so many who had taken advantage of him. Used him, abused him, belittled and taunted and rejected him. He wanted to cry. He wanted to share this agony. He pulled back his lips and snarled. He roared.

The group froze at Spikes transformation. His scales were now a dark black with streaks of jet purple, his eyes seemed lidless as if the heat in them had burnt the skin away. He looked like a dragon, a feral out of control dragon. Fire gem green surrounded him. He crouched and waved his tail.

"How in Celestia's name are we going to beat him?" Scootaloo managed to breath out, what she had whispered spoke for the entire group. A collective ripple of fear went through them. Pinkie and Cheese ran away in a direction without saying a word. Rarity and Fancy Pants were the first to move forward.

"Spike? Spike darling are you still in there?" She called out, her voice was thin and she felt weak in the knees. His gaze alone felt heavy enough to snap her in two. He growled and began to slink forward, like a big cat. Fancy Pants began to move forward to meet the dragon, not at all confident in his fisticuffs ability, but he could slow the dragon's way. Make it harder to get to Rarity and the others.

"MOVE IT!" Pinkie screamed as she and Cheese rode a wheel of swiss down the street. They were running in it as fast as they could move their legs. Spike froze instinctively and breathed a burst of green flame. It hit the cheese dead center and it began to melt into fondue in moments.
"Bail out!" Cheese shouted as he and Pinkie lunged into some fruit stands. Spike still distracted by them did not notice the small white unicorn sneaking up behind him.

"Spike." Sweetie whispered out. He turned and snapped his jaws inches from her face. She screwed up her eyes, she wanted to run, she wanted to cry and be comforted by Rarity, but if she moved then and there than he would cut her down in seconds.
"Spike please, you need to be alright. Macintosh was, and you're as strong as him. Please." She looked deep into his eyes. She saw herself reflected, contorted and tainted. Untouchable. She brought a hoof to his face and touched it gently.
"Please come back to us."

He raised his claws, sharp and deadly, as powerful as a dagger. He brought it up over his head. Sweetie closed her eyes in anticipation.

"SPIKE!" A cry and a strong windbeat. Everypony looked upwards. Floating above them all shocked by the scene before her was Twilight Sparkle and Flash Sentry. Flash could only open and close his mouth in astonishment at what he saw. Twilight steeled herself for the following moments. Spike hunched over and began to cough, gag, he chocked on air. He grasped his windpipe and dug his claws into his throat. He wanted to pry off his lower jaw.

He hacked and he felt the ooze retreat. As if he was bringing it into him. His purple and green began to return. He looked up at Twilight and he let out a long hiss. He wanted her to hurt, to hurt as much as him. He spat, it was much like breathing fire, just a little effort and it went flying.

The ooze was shrieking through the air. Twilight prepared herself and let out a spell she learned when she was a filly.

The ooze was caught in the middle of it and promptly fell to the ground coated in a layer of amber. It shuddered once, twice. And then lay still. Caught in a test-tube. Twilight looked around her, the cheese, the ponies covered in smashed fruit, the displaced mail and the scorch marks on the street. The shellshocked Spike and her other friends coming towards her with horrified expressions on their faces.

She could feel something, something foul and strong. Something big was going to come.

I own nothing not even this computer. This is owned by Lauren F. Please read and review as we only get better with interaction.