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Time Spinner gladly took the peanut butter cup from the princess, it's familiar flavor made him feel very warm and at home. He was going to ask the princess what was going on around them but he seemed to forget about it when he ate the candy. The wind was quite harsh and soon it seemed like there a disgusting scent in the air. When he was told they were not safe from the cerberus he panicked and started looking around for something to protect himself with. The fire was brought further within the cave and Time was told to follow it, which he did. Though his inside voice told him not to. "Isn't it weird that she wants us to move deeper in? Clearly she's tricking you, Time!" Of course Time just kept running, not stopping in case he was horribly, absolutely, one hundred percent, wrong.

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Stormchaser took the candy bar from her and start to eat it well twilight said "Okay. We're still not safe from Cerberus!" Stormchaser looks around to see where to go next he saw a fire deeper in the cave then "but where do we go next" then he heard twilight said "Follow the fire deeper into the cave!" but barely because there was the sounds of falling rocks and cracking bones but he still follow the princess order and when to the fire

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"Good! You got here so fast. Have a small reward."

Making sure Diamond Tiara always reminded in his line of sight at all times, Filthy Rich galloped right behind his daughter straight into the cave opening. And like almost everypony else, the stallion didn’t pay close attention to the earth beneath his hooves, so he slipped and slid further into the darkness. Things only got weirder from that point on; Twilight Sparkle reappeared to light up the rodent-infested chamber, but now she looked almost as tall as one of the other royal princesses, and she now donned the very dress she wore for her coronation.

As if that wasn’t bizarre enough, the princess personally gave Mr. Rich his favorite chocolate treat in the wide wide world of Equestria: a caramel-topped Starswirl bar covered in milk chocolate. That final piece of the puzzle broke his suspension of disbelief, and now the stallion knew for certain that the group could not be in any real danger. Not when Princess Twilight’s right there hoofing out their most cherished treats as if nothing's the matter. Somehow, the entire herd of ponies got placed under one of the lavender alicorn’s powerful hallucination spells, and this realization put Filthy’s heart at ease… a little bit, anyway.

"Now let's-" *ROAAAAAR!!!!!!!!!* "Okay. We're still not safe from Cerberus! Follow the fire deeper into the cave!"

Despite figuring things out for himself, Filthy Rich still couldn’t deny that the snarling Cerberus with its deadly teeth looked all too realistic. The more irrational parts of his mind started assuming that because everything seemed so authentic to his mind, maybe he or his daughter could actually get hurt in the real world should something bad happen to them here in this communal dream. Come to think of that, Filthy remembered that fact being a basic premise of one science fantasy book he read as a colt, where characters perished in the real world if vanquished in an elaborate dream world they were trapped in.

Maybe that book all right was right or maybe Filthy’s awakened imagination simply played tricks on him. Either way, he didn’t want himself and Diamond Tiara staying long enough to test if Twilight’s imaginary cave-in could bury them. “Grab onto Daddy's leg, Diamond!” Mr. Rich worriedly instructedd just before he followed the light further, with his precious angel safe by his side; “Trust me honey, we’re going to get through this.....”

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"Ungh..." Prince Blueblood had been about to respond quite acerbically to Time Spinner's questions except... He felt alright. After a fall like that one would have expected to be covered in bruises, but no, he was able to get to his feet without much trouble at all. The realization broke through his suspension of disbelief, flooding him with relief, and not a little vanity.

"Oh, it'll take more than that to discommode me." Blueblood channeled his ancestor as he re-adjusted his ruff. Now that he was sure this was an illusion on some level, he examined the interior of the cave with the eyes of an art critic. Fake or no, it was still artistically impressive, and Twilight had apparently gone to the point of disguising, or at least enhancing, herself. She looked a little too much like his aunt for his taste, though.

Levitated over to him was... a real Germane Milka Chocolate Bar? It was hard to believe, but then, a Princess certainly ought to seek out the best. He shrugged, and began to unwrap it when-

"Okay. We're still not safe from Cerberus!"

Nothing like a sudden roar and awful smell to kill the appetite. All the Prince's self-confidence took another hit as he was carried along with the panicking crowd deeper into the cave...

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The armor clad Tankena was one of the last ones to reach the cave, though with her blindfold still on, it took several bumps, tripping and crashes before she could 'feel' her way safely into the cave. Beginning to forget that this was all just an elaborate presentation, the brainy but eccentric Earth mare made a slight right turn and took a defensive position near the mouth of the cave.

"NO CERBERUS WILL BE EATING ME AND MY COMRADES! I WILL FIGHT YOU,THOUGH I CANNOT SEE YOU! I AM A KNIGHT OF REALM AND DO BATTLE FOR THE HONOR OF MOTHER STALLIONGRAD!"

When she heard a noise in front of her, the armor clad Earth mare shouted "CHARGE!!!!" and blindly galloped towards the noise, only to ram herself head first into a wall. The loud clanging sounds echoed like thunder in the 'cave' and sent Tankena falling backwards unto the floor. She struggled to get up on her four feet, the well designed hemlet absorbed most of the blow but it did leave her a bit woozy.

"I WILL NOT BE DEFEATED, UNSEEN FOE! TAKE THIS!" She shouted, trying to turn completely around to kick the 'attacker' with her hind legs. But since she couldn't see or determine where she was, the armor clad mare started bucking and kicking in all directions, hoping to stop the Cerberus from harming anypony.

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Pinchy lost her shield. It charged right into danger.

Nope. Nope. Pinchy chooses life, ma'am. Good day.

Oh, but they got candy! Suddenly she saw a pretty big gummy bear flying at her. Not knowing how to use magic, she did her super duper best to catch it and balance it on her nose. She succeeded! But only for a short moment. As soon as Twilight said they had to go further, she gropped that bear like a bad habit and fled deeper into this mysterious abyss with the rest of the screaming crowd. Boy, nothing encourages a filly to run faster like the sounds of walls collapsing... Oh, and snarling behind her. That helps. Unfortunately she was completely unaware of the Katy Pony doll following her around. It would've made her feel a bit better. Maybe.

In the middle of her paniced sprint, she found herself in pitch blackness! Oh no, no no no no! Darkness was bad! What if she tripped on something and ended up getting gobbled up by the ornery three-headed guard dog? Hey, hold on one cotton-picking second! She slowed to a halt in self ponderance. "Wait... If Cer-lur-beer-rus is here, who's guarding Tartarus...?" Another roar from behind her made her forget all about such circumstances and sent her little legs into overdrive. Who cares, silly? Run for your adorable pink life! She saw the light of a torch and went for it!

She ran screaming into the room, promptly smacking into the wall of her lone room. "Oh nooo~!" she must've gotten separated from the group! There was no pony else in there! Now where was she? She couldn't go back, now could she? The torchlight offered some comfort... All she could do was cower in that room and keep calling for her dear mother under her terrified breath. Pinkpone is scared.

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"Good! You got here so fast. Have a small reward,"

Diamond was hoping for answers, but what she got from Twilight, who had reappeared to them as they went deeper into the cave, but what she got was somehow better. It looked just like one of the extra expensive designer chocolates her parents had bought for her once in Manehattan, said to be made only from the finest dark chocolate imported from Unyasi's Brakenweald. Those chocolates had been just heavenly when she had them before, so having another in her hoof had her salivating. She ingested it quickly, delighting at the familiar taste.

Still, she found it odd. Weren't these a little too fancy to just hand out to Nightmare Night visitors, even if you were a princess? Diamond didn't know. She supposed once you became a princess some perspective of such things had to be lost. Twilight surely had access to any luxury she so desired now. Expensive chocolates were nothing to her. The thought made Diamond envious, even if the taste of the heavenly confection she had consumed still left her mostly satisfied.

"Thanks, princess. Enough luxurious sweets like that, and I might just be happy to play along..." Diamond muttered, looking rather pleased.

"Now let's-Okay. We're still not safe from Cerberus! Follow the fire deeper into the cave!"

Soon the "scares" had continued. A convincing loud roar sounded and the Princess prodded them along. Diamond wasn't yet afraid of anything; it was all pretend after all and you weren't going to convince her otherwise. She was however increasingly impressed with all the Princess had prepared for them. Going all out for Nightmare Night was a silly thing for an adult to do, but when it was a princess at least it apparently could provide an impressive diversion. Ot at least that's what Diamond was consciously telling herself. There was now another factor though. She felt this eerie feeling at her back, that caused her coat to stand on end. it was like she was being watched closely, but no one was there. She didn't know what to make of it, but something about it was genuinely unsettling. It made her not intent to linger at the very least as the cave started to collapse.

“Grab onto Daddy's leg, Diamond! Trust me honey, we’re going to get through this....."

From the sound of her father's voice, Diamond wondered if he wasn't getting genuinely scared as well. At the very east he was worried over her safety. Despite the niggling chill at her back, Diamond couldn't say she was very afraid just yet. It was easy to still mentally tell herself this was just a series of magic tricks set up by a princess who wanted not to hurt them but just to scare them. That was the thing after all; Twilight Sparkle didn't have an evil bone in her body. If any of them were in real danger, she'd step in immediately.

"I'm not going to cling to you, but I'll stay close, daddy," Diamond said, sticking close to her father as they moved quickly toward the fire. "I really don't think Miss Princess Sparkle is going to let me or anyone else get hurt down here..." she said, looking up at him.

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Her charges flopped and trotted and mechanically followed instructions into the rooms...in reality, anyway. And only in the greater sense of the word as one pony was being awfully silly. She was swaying rapidly from side to side, but in her fantasy she was trying to 'defend' the others from Cerberus. Twilight rolled her eyes and picked the mare up in reality, opening her door and tossing her in telepathically. Simply too much relied on everypony being in the right place at the right time, or else everything was going to fail. And that couldn't happen- so much scary fun for all!

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Tank was blown back in her fantasy world from the cave entrance by a powerful wind, into the safer confines of the deep cave...

...Which then became a high and long, marble statue filled hallway. It appeared as though the rest of the group was far away, chatting to themselves. Suddenly, they vanished- under the giant marble hoof of an equally giant marble minotaur! The evil beast laughed and trotted in place for a few moments before it turned to face Tank, smiling as it unsheathed a sword bigger than she was! Meanwhile, the sword she could not see above her started spinning in place.

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Time Spinner went deeper into the cabe but soon found himself as well transported. But while Tank found herself in some sort of civilization, Time Spinner was not. The deep, dark woods. Light did not pierce the cloudless sky, nor did sounds cascade into his ears. A single howl, a gust of wind, and nothing more but off in the distance a light in some ruins, flashing with words he could not make out. Suddenly, the centipede in his tail bit him on the inner thigh, and the two feet long beast started to crawl on his stomach. It then made a terrible screeching sound, and the woods around him started to rustle...

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Stormchaser ran and ran deeper into the cave, the fire extinguishing and leaving him in the dark. What did not, however, was the new sound of pitter pattering paws on the ground around him. He would run and run until he reached the seeming end of the cave, when a huge fire erupted behind him, blocking his escape. It also provided a wonderful backlight for the night's entertainment. In front of him was a wolf. A curious, hungry looking wolf. But with a crack of energy, the wolf started to transform, cracking and splitting energetically until what appeared before him was a werepony!

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Pinchy ran and ran and ran, and finally finished running right into her bedroom! It was just like she would remember from her most cherished, beloved memories, complete with all her dolls. Beautiful, kind, fun dolls. Innocent fun dolls for an innocent fun filly who never did anything wrong to anypony. Her room was even so perfect that her tea party had been set up! A tea party attended by her very favorite doll friends, who sat at the table with their own cups unfilled. What a delightful day for a tea party for Ponyville's most innocent, sweetest filly. The dolls certainly thought so, and wherever she couldn't see, the dolls slowly turned and stared, their cords being pulled frantically but nothing coming out...

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Brave Robin Hoof fled deeper and deeper into the cave, bursting through the darkness to the bright lights beyond. The freedom of open air on top of an overturned log was one of a kind, and it meant another full day of adventure and general do goodin' for Equestria's symbol of equality and justice for all. But that brief moment of silence was interrupted by the sound of an angry mob not far away. It gets closer. And closer. And closer. Finally it breaches the treeline not far away, and ponies who look none too rich point at the vigilante and charge with torches and pitchforks at the ready!

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The Prince ran as hard as he good or what Twilight thought was accurate enough for him, and he was richly rewarded. At the end of his journey was lone of the royal wash basins that were strategically placed throughout the Royal Holdings. Nothing more than a simple hot tub, something smooth and relaxing. What was better was the fact that this time, the erstwhile Prince had a guest for the time being and not one who was unpleasant to the eye. A well-known model with exquisite form and taste accompanied him, and it felt so nice when she reached over and hugged him. So fine. So nice...

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Daddy and daughter were such a loving little sight, even if the little filly refused to acknowledge. Typical spoiled child, but nonetheless the silly father and zombie daughter ran deeper into the cave. They then appeared in a boarded up wild west saloon, tables overturned, playing cards on the ground, bar turned asunder, and the windows boarded up. Outside, screams and moans of the apparent undead outside fought the cowponies for survival. One survivor barreled through the window, sending slivers of shattered wood fanning out in every direction as he took cover. He took notice of the two and waved at them in a panic.

"No! Don't let that eight legged freak bite cha! That's how it-" He began before a quartet of angry undead hooves reached in and pulled him up against the window, gnawing at his mane as he struggled and screamed. But that wasn't what was important. What was important was that the spider that was up until then unknown on Diamond scurried out onto her nose, stared at her point blank, and bite her on the snout while the butterfly that had trailed Filthy quadrupled in size, became a cocoon, and dropped onto his head with a stick substance keeping it on.

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Time Spinner looked around at his unfamiliar surroundings, it like something from a nightmare. There was a bit of wind, and a howl, more than likely from a timberwolf. The wind brushed his coat and costume to the side. This was horrifying. He noticed a light by the ruins in front of him and slowly started to trot there. "Okay princess..." Time began to say. "You've done a good job at this. I know it's an illusion. You can st- OW!" Time Spinner jumped in pain and surprise. Something just bit him, and then crawled onto his belly. If felt slimey, cold, creepy, and disgusting. What in the moon was it? Time Spinner looked down to see one of the scariest things he had ever seen that night. A bug, a huge, crawly, big-eyed, large teeth, pony-eatng, bug. Time Spinner did not like bugs in the slightest. He gave a shriek and started to panic. He didn't know what to do, where to go, or know what was going on. As far as he knew Princess Twilight Sparkle had gone insane and now was trying to hurt everypony here. His horn started to glow, he felt plenty of heat coming from his horn as he pulled with all his might on the bug, pulling it off and throwing it to the ground. He dashed towards the ruins. Anywhere was better than here, especially if it had light. Of course he could just light the area up. Illumination was a simple Unicorn spell and he did use it sometimes when working at night with Nevermore, his pet raven. Although being in the position he was, he might have just forgotten about that spell.

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Stormchaser back to the fire and saw to wolf transform how that is a bit scary left play dodge you try to hit me and i will try to dodge you" said stormchaser to the warpon like it could respond to him then getting into a states that will allow him to dodge quickly if the weapon will attack

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By the time his staggering wits caught up with the Prince, he was already well into the room Twilight had carefully set up for him. And what a room it was! Canterlot castle had many secret nooks and crannies, and Blueblood had colonized this one for use as his own private bath. Many a relaxing bath had been taken here, and the chance to clean off the cave dust, as well as whatever remained of that blasted blood, was welcome.

But then, his five wits, having returned, started to talk to him. *Why did Twilight bring us here? She certainly didn't do this as a personal favor. And nopony else is here, so she must have warped them somewhere else. Why is she trying to isolate us?*

Blueblood considered these doubts, but dismissed them. Of course he would get the proper consideration, he was royalty, after all, and royals had to stick together! He was about to shed his costume and relax in the bath, when he felt the soft hug of a mare by his side.

He jerked his head around to look at her. Quite worth the effort, he had to admit; had he seen her before? "While I can hardly blame you for wanting to get so close to perfection," He said, falling into his old 'charming' habits, "I generally bathe alone." He was quite unsuspecting of any kind of surprise that Twilight would have in store for him...

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"I'm not going to cling to you, but I'll stay close, daddy. I really don't think Miss Princess Sparkle is going to let me or anyone else get hurt down here..."

“Nnrg,” sighed Filthy Rich; “I hope you’re right.” Once again, Diamond Tiara proved herself to be a smart little filly. In theory, it made zero no sense that Princess Twilight would knowingly inflict harm on her fellow townsponies, let alone desired to do so. But then again, even the wisest of ponies could make mistakes. Maybe Celestia’s protégé made an oversight and didn’t realize her magically-created phony world was actually hazardous? All that mattered though was that Filthy refused to put his paranoid theory and gamble with the safety of his daughter.

Filthy Rich was either going mad, or the cave walls around he and Diamond then faded away to reveal a recently abandoned wild west saloon. From outside, the screams of ponies and unearthly creatures petrified the stallion’s heart, and he put a strong hoof on the zompony-dressed filly’s back as he quietly warned her; “Stay here, Diamond. I’ll go look and see what is-”

"No! Don't let that eight legged freak bite cha! That's how it-"

“HUH? What eight-legged-!?” Filthy failed to finished asking his question before a horde of pony-shaped monsters seized the screaming cowpony back through the window. And before Filthy could look for this eight-legged fiend, he felt a large object rip through his hat and attach itself to the stallion’s head. "GUAAAAHHHHHHHH!!!!" Screaming at the top of his lungs, he took his hat off in sheer panic and tried sweeping the cocoon off… only for his hoof to get stuck! “AHHH DIAMOND!” shouted the father, too terrified about his own problems to notice the menacing spider on his daughter;

“HELP, HELP!!!!!!”

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“Nnrg, I hope you’re right.”

Diamond nodded at her dad's reply and threw her head back. "Of course I am, daddy," she said with perfect confidence. "This is all just one big extravagant show the princess is putting on for us. There's no reason to get worked up over any of it."

Just as she said this, Diamond and her father were teleported again, this time separate from the others it seemed. It was some shoddy, run down looking old bar in disrepair. Tables were overturned and windows were boarded. She took a moment to wonder where it could be. Eyesores like this in Ponyville had been torn down for a number of years now; perhaps it was one of those tiny nowhere front towns out west. Either way, it was probably a good thing it had been shut down.

The bar itself was just part of the setting though; there were screams and shouts coming from outside the building. Glancing out from a crack in the window boarding, she could see an elaborate performance was being conducted outside involving ponies dressed as zombies and frontier folk. It was an interesting sight and made Diamond wonder. Did a princess have the power to get some podunk nowhere town to go along with her extravagant whims? Though a feasible and frightening thought, it was perhaps a little much to swallow. The fact that the display went so perfectly with her and daddy's costumes made her all the more suspect. it was more likely that this was just an illusion created via the princess' magic. Perhaps the blizzard and the cave had been as well? Though that cold and wind had been awfully convincing...

“Stay here, Diamond. I’ll go look and see what is-”

"No! Don't let that eight legged freak bite cha! That's how it-"

Before Diamond could say anything, her father moved and then some stallion was thrown through the window, only to be taken by zombies. His warning got Diamond's attention, but it was too late.

"Eeeeeeahh!" she cried out, flailing her legs about as the spider came into view. "Get if off, get if off!" She began to canter about, trying to shake the massive ugly arachnid, but it proved to be in vain. The stupid thing actually went and bit her right on the nose!

"Aaaah!" she started in pain, finally batting the thing down and trying to stomp it but missing. "Stupid princess, this is too far!" she called out angrily, looking upward.

"GUAAAAHHHHHHHH!!!! AHHH DIAMOND! HELP, HELP!!!!!!”

Her father's screams cut short Diamond's rage at the princess. She turned toward him and noticed he had some freaky oversized cocoon on his head. The princess was really cranking up the horror now with these creepy bugs, and daddy was definitely susceptible to it it seemed.

"Aaah! What is that?" she started, freaked out. One thing was for sure, she didn't want it on her dad. She galloped toward him. "Hold still, daddy, I'll try and knock it off you!" she started, jumping right at the ugly thing. It came off and tumbled to the ground with Diamond, leaving her covered in unpleasant stickiness.

"Ew... seriously? This princess is totally sick coming up with this stuff," she protested as she tried desperately to ply herself away from the nasty cocoon. Really, deep down, she was just glad to help her father. Though between the ghoulish sounds in the background, her father's screams still ringing in her ears, the nasty stickiness on her hooves and the lingering pain of the bite to her nose, Diamond had to admit she was on edge. The princess had put them through a lot, and at this rate she was genuinely not sure how much more she could take.

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The world around father and daughter did not suddenly let up because, oh, they so wanted it. Outside, the series of several magical explosions and the flashing of a spear or two spoke to the presence of royal guards, as did the accompanying screams that continued outside. But that was no big deal. What was more important was the struggle inside as the filly went about fighting the cocoon that her father was more than happy to get off. But it was just starting. The cocoon started to shake violently and after a few seconds spider legs fought to break the coccoon open. Moments later in a burst of goo a giant flying spider started attacking dear old dad.

But the little filly might have more problems to worry about. Her costume was very well done. Too well done. Seconds after the spider had bit her, the open sores and wounds that pockmarked a zombpony started to ache and throbe with pain, but that was just the start of it. Out of the bite mark, tiny legs started to poke out. then more and more. Within seconds, more spider legs were flying out from the bite, and full grown spiders tried to force their way out of her snout's bite marks. They couldn't because of their size, but their legs could do as much as damage, flailing about in front of her as their unearthly cries reverberated through her inside like drums in the deep, skittering forms irritating her at every level in her head. The front doors to the saloon were bucked open and two survivors charged in an attempt to escape and blew by the costumed ponies, then finding a backdoor and kicking it open as well. Zombies started to enter the bucked front door, led by two massive royal guard zombies. A strong, warm guest drew attention back to that back door...

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The Prince was right to doubt the good spirits of his new guest, but the mare shrugged off his defiance.

"But my Prince, you asked for my company this evening. After Twilight introduced us, she made sure to tell me to be here for your every beck and call. And m'lord, I am here for your taste," The mare coyishly kissed his neck before swimming to the middle of the small hot tub, eying him up playfully.

"Come to me, my prince, and let us play some delightful games," She cooed, waving him towards her. Luckily for her as well as his sanity that he did not see the bottom half of the mare underneath the bubbling hot tub which seemed to grow hotter by the second. Something told Twilight that he would not appreciate seeing what was coming and it certainly wouldn't play into the whole madhouse motif if he was aware...

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The bug that Time Spinner had tossed off of himself so casually did not give up so easily. It grasped his back hoof and held tight to a rock in a foolish effort to slow him down. He did not even notice as it was snapped in half and tossed in the air- but by the time the halves had landed, they had mutated into two full formed centipedes who gave chase. All around him as he galloped towards the ruins, the lightless path directly towards it proving to be no challenge for much of the trip. Around him however and even drawing nearer were the sounds not of paws or hooves but the skittering of insects, thousands of them, millions of them! Every moment they pressed in from every direction, their oppressive presence becoming more and more suffocating by the second even though they were unseen. When their sounds reached that of an earthquake, the path ahead started to roughen. Overturned branches. Fallen logs. Puddles of a suction-like liquid.

But after that was the ruin. Three stories tall, the light was at the top. A crumbling staircase led the way. Simple stuff, but once Time Spinner breached the exterior of the forest and started upon the ruins, the final beast of the ground would be unleashed. Massive tentacles would split the foundation, slapping around and trying to feel for the intruder, growling longer and more aggressive by the second...

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The werepony laughed, a horn protruding sickeningly from it's forehead. The horn flashed and two stone chains extended rapidly and grabbed Stormchaser, pulling all four hooves one at a time into the cave floor below, finally sealing him in place. The werepony chortled and snarled, leisurely strolling to Stormchaser. It took a good sniff and with a mighty show of it, bit Stormchaser on the back. The werepony laughed and trotted away...just as Stormchaser started to turn into stone!

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Things were getting so chaotic in her mind, even Tankena was very scared and confused. Seeing the huge creature in front of her, with its huge sword, the armor clad mare could only think of one course of action...

"TIME FOR STRATEGIC RETREAT, COMRADES!" she shouted as she turned and ran. Tankena wasn't sure what was up ahead, but she was sure enough of what was behind her that the Stalliongradian mare ran as fast as she could move away from the mouth of the cave and deeper into it's interior. Still blindfolded and only seeing by whatever magic was producing the illusions in her mind, Tankena galloped on, making very loud clanging noises as she rushed on, on into the unknown.

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Prince Blueblood gave the mare a good, long look. She said that he had specifically requested her, and of course he knew that he had done no such thing. Well, what did that matter? All it told him was that this was all a part of Twilight's illusions, which he knew already, of course.

*Well, she doesn't look like any of my ex-marefriends, so what's the worst that could happen?* As Blueblood had not supped on horrors in childhood, his imagination was quite unable to give any adequate answer. So, like the first idiot to die in a horror story, he finished shucking off his costume and slid into the water.

"Ooh! It's a bit hotter than I usually like it." The unicorn drifted over to the mare, looking at her through lidded eyes. "So... just what were these little games you had in mind?"

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The werepony laughed, a horn protruding sickeningly from it's forehead. The horn flashed and two stone chains extended rapidly and grabbed Stormchaser, pulling all four hooves one at a time into the cave floor below, finally sealing him in place. The werepony chortled and snarled, leisurely strolling to Stormchaser. It took a good sniff and with a mighty show of it, bit Stormchaser on the back. The werepony laughed and trotted away...just as Stormchaser started to turn into stone!

Stormchaser look confused "what are you laughing at" asked stormchaser then some chains grab his hoofs pulling all four hooves one at a time into the cave floor below when stormchaser was lock on the ground the werepony took a bite out of him then stormchaser felt like passing out "nighty night" said stormchaser the he pass out from the pain

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Time Spinner was now panicking. He galloped past the bug and when he turned to look he saw two of them. He ran faster down the path, towards the sweet, calming, sanctuary of lights. He was going to make it, he was going to get to the ruins! Wait a second...what's that skittering noise? Time Spinner turned behind him, bugs littered the ground he passed, their numbers were getting much larger now. They were everywhere. Beside him, behind him, below him, possibly above him. How had Twilight turned out this way? How could she do this? How were the others fairing, if Time was having this bad of a situation? Wasn't there a foal in the group? Time gulped as the road started to get tougher ahead. He tried to throw everything he could out of the way. He almost fell into a weird puddle of liquid but managed to keep his footing.

Then came the ruins. The bugs seemed gone, thank Luna, but there was something else there. Large tentacles had arised from the ground below the ruins. It was hopeless now. How could Time Spinner, in anyway beat the tentacle monster...thing? It seemed to be over until he noticed his hooves. While normally well groomed they were dirty and covered in mud. His costume had dust all over it, and there was something sticky on the bottom of his hoof. This description of him matched that of the mare in his favorite story. This invigorated him with courage. Now was the time for him to save himself. He glared at the tentacles. His cynical side returning to him in full force now. "You're not real." He told it from over 50 feet away. "I'm not scared of you." He galloped forward dodging many of the tentacles as he rose through the tower. The first floor was fairly simple as the stairs were easy to find. The second floor was much more difficult as the tentacle broke through most of the floor. Taking the center of the floor, and all but the outer layer of the floor was gone. He quickly made a dive down one way of the outer wall. One of the tentacles grabbed his hoof and pulled him down, but he caught the side and pulled himself up. Time Spinner went up through the stairs and into the golden, warm, light. He took a deep breath before he called out. "What's next, Princess Twilight?" He said princess in a bit of an antagonizing tone. He was getting very brave, and very foolish.

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"Ew... seriously? This princess is totally sick coming up with this stuff."

Whew! If it wasn’t for stouthearted Diamond Tiara, her father might not have been able to get rid of… that cocoon thing on his head. Attempting to catch his breath, Filthy Rich tried to comfort his daughter by trying to gently pull her hooves off of the sticky object, all the while hearing the sound of mysterious explosions off in the background. “Well honey,” he tried to humorously explain, looking at the shaking cocoon; “You wanted to be scared, didn’t you? I hope from now on Diamond Tiara... you’ll be careful for what you ask for.” Anytime was always a good time to pass down paternal advice to one’s offspring, no matter how cliché it might be.

His glance now fixed at his ruined hat, Filthy Rich at long last made the connection between his cowboy costume and the tavern setting. Twilight must have threw the pair into the Wild West based on Filthy’s outfit selection, and then inserted zombies into their harrowing scenario based on Diamond’s own grotesque costume. All in all, the princess did too well of a job setting up this Madhouse; any better of a job, and Mr. Rich would be filing a complaint to the Mayor’s office about how inappropriate this venue was for children.

Another look at Diamond made Filthy’s eyes widen in shock, for he just noticed a bite mark on her nose! But just then, a sudden gushing noise made the stallion turn his head just fast enough for a flying spider to screech and LUNGE FOR HIS FACE! “GUUAAAAHHHHHHH!!!” he screamed even louder, this time flailing about for anything to keep the winged arachnid at bay, the only thing in his immediate reach being an empty glass bottle. The hovering spider’s barbed legs pawed at Filthy in anticipation of its next juicy meal, its multiple crimson eyes revealing abysmal malice and the desire to sting him with its dripping fangs.

Heedless of his daughter’s peril, Filthy focused on only his arthropod foe, inching back step-by-step and swiping at air with the bottle in case the hissing spider flew too close. But all too soon, the stallion found himself trapped in a corner, and would have met his doom had the spider didn’t notice the arrival of two survivors. Filthy used this distraction to land a massive blow with the bottle; a blow so massive that the spider exploded in a cloud of green fire upon impact, leaving no physical trace behind. But the dead spider became the least of Filthy’s concerns; two zombies dressed in armored garb set their sights on the stallion. Paralyzed with fear, the squealing Filthy inched back yet again, not noticing the creation of a new escape route.....

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“Well honey, You wanted to be scared, didn’t you? I hope from now on Diamond Tiara... you’ll be careful for what you ask for.”

"it's freaky and gross and weird, but I wouldn't say I'm scared," Diamond said, taking a deep breath. She could rationalize this all and it made anything that might truly frighten her disappear. "It's probably not real after all," she added once aloud and several more times repeatedly in her head. If she could remind herself of this fact, it made it easier. She was sure she could do it. For daddy, she had to keep it together.

That proved hard when the cocoon she was grappling with split suddenly open, and a giant winged spider like creature flew out. it went for her dad, so Diamond instinctively found her hooves and looked to rush after it. She came to a halt before she could even reach a full gallop. She felt a deep pain that seemed to throb in the what should have been fake wounds of her costume. It felt awful and unbearable like parts of her really were becoming numb, dead and rotten. She gave a low whimper as her body shook.

"Daddy... i don't feel good... I'm..." she started weakly, unaware of her father's continuing struggles with the flying creature.

She felt faint and she felt sick... and then it only got worse. She could feel a tingly sensation inside of her that was building up to where she had been bitten on the nose. Then suddenly she could see them... the little legs of countless spiders poking through from in her flesh. She realized then that not only could she see them, but she could hear them, the clattering of their legs creeping about their, shrill cries. It was maddening.

"EEEEEEEEEEEEEEEEEEEEEEE!" Diamond screeched at the top of her lungs and ran to the corner of the room. "No, ew, get them out! Make it stop! No! Please!" she screamed in a panic as she fell to the ground and curled up into a ball.

"Why? Please... make it stop!" she continued to writhe an scream, beyond horrified, tears streaming down her eyes.

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A chime sounded in town. With it came the sound of screams and some explosions. Twilight licked her lip, watching her guests in the separate rooms. It was time. Time for the charade to end. Time for Equestria to end. Time for Ponyville to end. Time for these ponies' free will to end. A crack across the sky, and it was time for her disguise to end.

With their blindfolds still on and their fantasy worlds in full focus, the changeling that was Twilight started her transformation. The mane shot off in acidic bursts, turning to flame before it hit the ground. Her body peeled away in a metallic fire, leaving behind her body pockmarked with holes. And finally her head peeled off, leaving behind a set of green, soulless eyes and a long horn. The Daring Do costume was torn off and tossed onto the ground, stomped on by solid, if holed up, feet. Hooves were chumps. Ponies. Food. Sachadara had been a simple foot soldier in Chrysalis' hive when she had attacked the capitol. She had been almost blown to bits by that special little alicorn Princess. She didn't even have the luxury of being blown out of the city by whatever magic had sent the rest packing. Broken wing, smashd form, she had been evacuated just previous and in the disarray of the retreat had been forced to retreat alone across a hostile land. She had learned then that the only taste sweeter than love was fear, and when she finally returned to the Hive as one of the very last to recover from the failed invasion she was a changeling possessed.

Now, little perfect princess was being fed upon. Her and her friends. Meals for a Hive. Their love was nourishing but their fear was delightful, like the little treats that the idiotic ponies handed out on this holiday. As they got fat she grew deliriously happy- their fear had grown to a steady diet, and soon she would show Chrysalis the value of her tactics. By the time she was done, she would dominate their reality and turn into a never ending source of fear. And love. And hope. And despair. She would feed them hope so they could feel despair. Feed them love s they could know what it was to be hated. Feel peace so they would know what fear tasted like it. Forever. And ever. And ever. Until they were so mentally unwoven that they were used and abused food products, fit for the trash pile as their identities and sanity faded. And all the while, they would be replaced. Their friends anf family, the area, the nation- all would be replaced. As they provided nourishment eternal, Equestria would call out to the nations. And the cycle would continue. Fear was the Changeling's greatest hope, and more importantly, so was her plan.

They had made a mustake sticking their hooves in her substance. A mix of good old fashioned changeling potions, Everfree ingredients, and items from the Canterlot Royal Archives had been mixed to create the pivot point of the plan. The substance seeped into their body and mind, every moment that passed giving her more domination of their reality. It grew more real, seemed to last longer, and took increasingly less effort from Sachadara herself to work. Soon, this group would take nary a thought to send off for weeks on some awful journey in their minds...though for them it might feel like seconds or years, depending on how she felt. This process could be repeated again and again, to more and more groups. Her plan may be slower, but she believed that over the long haul she had the greatest source of food ever. Yum.

But the key was to keep up the act in the fantasy, at least for now. Once they had been trapped in the cocoons she could do what she willed with them, but she still had to get them to enter the cocoons willingly. A struggle in reality would reveal the weak spot in her plan. While the floors were coated with the substance that controlled their reality, the cocoons in the rooms- which just now started to pop open, beckoning silently to the guests to enter- were unguarded. So was she. There was only one changeling in the Madhouse, and while she held all the power she also held the responsibility for the success of the operation on her shoulders alone.

But that was a moot point, because she was going to feed so well now.

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Little Diamond Tiara's shrieks of terror were as delicious as chocolate pie to Sachadara, who licked her lips audibly as the Owilicious changeling came in, carrying reports of action outside of her world. Sachadara read it and smiled. The other plans were inelegant but effective. What better way to introduce these little ponies to their new eternity than with a brief lecture?

The walls of the basement lit up, revealing a thick green slime that rolled off of the ceiling and walls like wax. It came in greater amounts until the fake walls collapsed and soon the basement was one big room. The ponies were all in reality standing still in the rooms, fetlocks deep in the cold bubbling liquid. By now it had seeped into every pore and synapse, giving her such control as to render them puppets in a show. A green flash of her horn, and multiple coccoons cracked out of the ground, surrounding the targets. She could easily get them into the cocoons now, but where was the terror in that?

Another flash, and the blindfolds came off. She didn't need them now, not with how greatly her liquid had infiltrated them. Little Diamond Tiara's eyes flittered blinklessly around in terror. Storm's eyes were dead as stone. It was delicious. Yum yum yum. Her mouth watered- she could taste it, a sweet satisfactory sigh escaping her.

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The spider legs whipped about Diamond's vision, the pain growing worse and worse every moment- and a desire to snack on dear old daddy growing by the second. Who needs cooked food when dear old daddy pony flesh tastes so much better to a young zombpony? Yum. Yummy yum. Itchy tasty? More like itchy scratchy tasty! But it was simply a fast growing desire. Not like it was going to become an imperative that would overwhelm her at any moment. Nope. Not at all. Especially when Dear old Daddy appeared to be frozen in place. Well, that wouldn't do! That wouldn't do at all! Terror had hills and valleys. From the open escape, several tentacles shot out, wrapping themselves around the targets. Filthy Rich was grabbed high by the crushing force of the tentacles and dragged away slowly. Diamond was grabbed low, legs wrapped up like a lasso and were pulled out from under her, smacking her on the ground before being slowly pulled away. The zombpony guards gave chase slowly, reaching out and grabbing at the two. They missed by mere inches, pulling at strands of the filly's mane and knocking the cowboy hat off. Soon, the pair were pulled into what appeared to be a swirling vortex....

And popped in their seats in a large classroom, completely unharmed.

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Time Spinner ran into the light- good pony. Sachadara hadn't expected it to be too difficult but he had shown some good perseverance! She had counted on that. Ponies, despite her Hive's belief that they were weak, had resevoirs of strength from an emotional standpoint that made them stronger than any amount of muscle. That was why they also doubled as such fine subjects for her fear feast. You couldn't have true fear and terror without the hope of victory. He had hope, which meant every ounce of fear he dripped from him like a sweet nectar tasted all the better. He found his escape.

He entered the same vortex as the first two, but he did not do so alone.

"Oh, my little pony, you do need to fear me. But do not worry- I'm sure your PRINCESS will be up in ARMS to save you! Hahahaha!" Sachadara chuckled before popping him into the same classroom, but not in a seat. Instead, he appeared in the room and immediately fell into a chair, shattering it with his fall.

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The werepony looked at Stormchaser who gave up so easily. Usually ponies fought a bit more. It shrugged- what else was there to do but have fun now? He started batting at the now statue pony. Bat bat bat, one leg came off. Bat bat bat, another. Bat bat bat, the tail. Bat bat bat, an ear. Bat bat bat, the head and finally bat bat bat, another leg. Th unstable statue cracked and fell to the ground, smashing into a thousand pieces, each one as sentient and aware as the last. The werepony then started eating the pieces whole.

Once the Stormchaser the Statue was eaten entirely, he appeared in a thousand pieces in the classroom. He then fell on a chair, breaking it with a thousand impacts. The pieces then drew back into one another until he was whole, and then he was turned back into a pony- apparently unharmed.

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Robin Hood hadn't turned out the way that Sach had wanted, the little filly playing along too well. But then again, she had focused so much on what joys were had elsewhere that she hadn't ever kicked it up a notch. No problem. Robin Hoof was turned into a thousand bit pieces, from tail to snout, until she was just a pile of money on the floor. The floating bit bag picked her up, and it was teleported into the classroom. There, it just sat on one of the chairs. Good plans were hatched for her.

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Tank made a smart move, beating a retreat. Of course, the so-called brave mare had left her erstwhile companions to their own devices. They were slowly stomped on and eaten by the marble beast which berated the fleeing mare. It had expected so much more from a mare who was so wonderfully armed and armored! But oh well. It was just the start of the fun and shame could be a powerful motivator. The mare made her escape and was then snatched by powerful tentacles, which pulled her into the ground just before a giant marble hoof came down on top of her.

She too was teleported into the classroom, plopped right into her seat.

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Prince Blueblood was right to be wary, but like most stallions a pretty face was the key to any sort of mischievous activity. She allowed him to draw close as the water heated more and more before embracing him slow and sweet in an embrace none too dissimilar to a thousand others he had encountered in his lethario's lifestyle.

"Simple games, my Prince, from a simple mare seeking to create something stunning for her glorious prince," She said softly, silently sneaking giant tentacles around him. In a flash, they wrapped around him and squeezed the air out of his chest, and then she wrapped his mouth up with a big, long kiss- during which she inhaled more and more and more and more until he had absolutely nothing to breath but the boiling water around him as he was pushed and held under the water line. Her tentacles extended to all four sides, planting him firm in her grasp as she held position inches from his face. She smiled as the water boiled some more and the Prince found himself with no recourse. Finally, once he passed out...

...he appeared in the classroom awake, water splashing out around him in an arc.

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Ruby Pinch had a nice sweet tea party. It was the nicest, most sweet party of all time, ad at no point did anything bad happen. At no point did the dolls slowly surround her. At no point did they spike her tea. At no point did she fall limp like a puppet and get dragged away to her own closet. Then she certainly didn't watch as they stuffed her and stitched her and finally shrunk her, fitting her with a pull-cord and tossed under her own bed. Then she didn't have to watch as her mother cried over where her daughter was, or when the dolls then did the same to her. She didn't have to look at her mommy doll, back to Pinchy doll, little Pinchy pulling her own cord trying to tell mommy where she was forever and ever and ever...

...when Sachadara had enough fun, Pinchy appeared in the classroom as a little doll. After a few seconds the stitching came undone, and Pinchy appeared unharmed.

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Her guests assembled in the 'classroom', Princess Twilight glided in with a huge smile on her face, wearing a rather lewd schoolfilly outfit.

"Hello everyPONY! I'm so glad you've been having so much fun in the madhouse!" She giggled as she started preparing some images for her class. She was so happy she literally bounced.

"Your terror and begging for mercy has been so much FUN to see! But I think now you need to know why the lives you led are now over, and your time as my playthings have begun!" She smiled, ruffling the mane of little Pinchy as her chalk started drawing figures of the mane six wearing their Elements of Harmony walking along in the woods.

"You see, several weeks ago Princess Twilight and her delicious friends investigated some disturbance not far off. That disturbance was...US!" The Mane six were attacked by changelings and then put in cocoons.

"As we speak, your heroes are being DEVOURED by my brothers and sisters and will be FOREVER! Your precious Elements are defeated! I had the honor of impersonating your beloved Princess Twilight. The liquid you put your hooves in- and you have been walking in the past forty minutes- has put you under my control. Forever, I might add. And ever. AND EVER AND EVER AND EVER!" She laughed, the chalk going haywire and reducing the figures to nothing. It was wiped and new ones were drawn. Rarity's Boutique. A show. Apple Bloom, crystal ponies- Princess Celestia- all getting ribbons.

"Even your Princess Celestia has been taken!" With that, all of the contestants from smallest to biggest were cocooned. What followed were scenes from Sweet Apple Acres, where ponies were trapped in a barn, to the obstacle course where Rainbow Dash led a swarm of changelings against the trapped occupants.

"All across Ponyville, your friends and family are being taken. Once Ponyville is finished, Queen Chrysalis- who should just now be landing in town with the Hive- will use today's events as a lesson against all you Equestrians! But enough about all that, because all of you have a role to play in my personal enjoyment. You see, while we need LOVE to LIVE, all emotions have a flavor and none are so sweet as as fear. You are just like...candy to me," She levitated little candies onto their desks.

"For being such good little ponies. Anywho, I like to play games. I like to play fair. And so far, I've just been warming you up. All of you will be separated into teams of two. All of you will play a game. If you win, you get to play another game! If you lose, you will be sucked into a cocoon and a changeling will be made of you. And you'll go back to one of the many millions of stories I have for you! Your Equestrian literature has given me so many ideas. And don't you worry we have the time. We have forever! I control your perception of...well...everything. Ten years in a minute. A minute in ten years! Sleep, the waking world, what is real an unreal- who knows? Maybe the lives you've led are actually my illusions. Maybe you're dreaming. Maybe you'll wake up. Maybe you'll never wake up. Maybe you've never gone to sleep- Ooooh, it could be so very many things, my little ponies!" She flew around, laughing hysterically.

"Ahhh, anyway. Time for fun. Now remember to play fair or else I'll have to punish you, and you know what happens to bad ponies who get punished!" She laughed some more before her horn glowed, and the fantasy around them all started to disintegrate.

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The increased heat in the water only served to ease Prince Blueblood's tension. Really, after all, this wasn't so bad a situation, fake or not. A nice bath after that gunk and dusty cave, and pretty mare to share it with? And now she was coming closer, that familiar coquettish mischief in her eyes.

"Oh? Oh..." And now he was being drawn into a sweet, soft embrace with... tentacles? *Wait, Blueblood, remember what Auntie told you. She'll get mad if you judge a mare too hastily on appearance again.* With an inner sigh, not really feeling all that annoyed, he decided to take a chance and trust that embrace.

And what was his reward for such open-heartedness? Why, a deep kiss! True, she seemed to have little notion of how much air a full-grown stallion seemed to need, and the water temperature was now quite at the point where it scalded his skin, and now he was blacking out...

But honestly? He's had dates that ended worse.

***

"Blagh!" *splutter* The unicorn stallion coughed up water, his mane still dripping with suds and bubbles. Blueblood knocked a hoof against his head, trying to dislodge the water from his ear. Looking up, he could see that he was in a classroom setting, with Twilight as a teacher. "Aww, why'd you have to stop it there? It was just getting to the good part!" He whined, rather disappointed to end up here after such an exciting time.

The princess, apparently, wasn't interested in what he had to say, but instead started on a lecture. The Prince gave an exaggerated sigh of exasperation and facehoofed on top of his desk. Really, only Twilight Sparkle could possibly think that this was a suitable time for a lecture; did she really think he was scared of a classroom?

As for what she was saying, he paid it no more attention than he had ever paid any lecture in his life. While it was true he had a University degree, it was an honorary degree, the sort that an institution gives royal personages on condition that they stay away from the campus. The habitually self-centered royal didn't pay much mind to his fellow classmates either, but instead rooted through his desk. Was there something he could read, here?

Oddly enough, the contents seemed vague and indistinct when he first looked at them, and it was with effort that he got to focus on them. They were simple, pretty much a pen and pad of paper. The Prince smiled suddenly; here was an opportunity to push that princess' buttons!

Tearing off a bit of the paper, he wadded it up in his mouth while he took the pen apart with his magic. He deposited the spitball in one end, and then shot his head up and opened fire right as she was finishing that interminable lecture. Bulls-eye! Right in the eye, too, just before the room began to fade...

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all of a sudden the werepony turn stormchaser into a statue then he started hitting him and broke him stormchaser thought his life was over the th were pony started to eat him and he could fill all of it before he knew what happen he was in a case room listening to twilight after she finished he ask her a question "how are you going to pick the teams of two and if your not twilight who are you" asked stormchaser

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As if the Madhouse experience couldn’t get any more surreal, unlikely saviors wrapped themselves around Filthy Rich and Diamond Tiara, pulling them both towards a sinister vortex. Diamond… looked absolutely traumatized by this point; something really appalling must have gotten to her while the father fended off the mutant spider. Seeing his daughter in the condition she was, Filthy was beyond livid. Since when did destroying the innocence of precious children become a part of Nightmare Night; a time reserved for harmless scares. That Twilight… she was going to get a piece of Filthy’s mind when he saw her again!

Mr. Rich’s wish was soon granted; not a moment too soon after passing into the vortex, he realized he now sat in a grossly-undersized school desk intended for foals. In fact, he…and everypony else, were sitting in the same classroom. Turning towards the front of the room, the furious stallion saw no other than Twilight Sparkle herself; now dressed as a schoolfilly for some immature reason. Despite all she put the group through, her face contained nothing but expressions of perverted glee; Filthy’s own face could be described best as a death glare threatening to break out into a storm of rage.

"Hello everyPONY! I'm so glad you've been having so much fun in the madhouse!"

Oh, that flippant remark right there was the last straw! “THAT’S IT!” bellowed Mr. Rich, unable to take Twilight’s mockery anymore. After squeezing himself out of the cramped desk, he ranted without reserve as he stomped his way to the lavender alicorn; “THIS MADHOUSE. ENDS. NOWWWW!” Filthy emphasized that last point by slamming his forelegs on the ground; “THERE IS SIMPLY NO EXCUSE TO PUT MY DAUGHTER THROUGH ALL THAT MISERY! BRING US BACK NOW, AND I JUST MIGHT NOT TELL PRINCESS CELESTIA TO LOCK YOU IN A DUNGEON!!!”

Filthy Rich: a very bad pony. For his trouble, he earned time-out in a magic bubble as the now-revealed changeling gave a lecture about how she loved fear, along with her plans to torture her victims further. Gaaargh... those changelings were GOING TO PAY FOR THIS! Thus thought Filthy as the world once again dissolved around him.....

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"Ow..." Time said as he landed. The broken pieces of the chair littered the floor. At the changling's words he felt so betrayed and so stupid. He just read that war clans from the past would use cerberus blood for red paint! These changlings were just like the ones that had invaded Canterlot during the royal weeding. He shuddered as he remembered the awful things they did. He had to board himself up in his office to keep safe. Time Spinner was angry, he was scared, but most of all, he was hopeful. "No." He told the changling, walking up to it. "I refuse to play your idiotic games that only end in us getting eated. I refuse to comply with a disgusting creature like yourself who doesn't understand the harmony in our world before your kind shows up. I refuse to let you go ahead and harm the these ponies anymore. Your nothing but a hopeless abomination." He spat towards the changling. "There's always creatures like you. I've always had to rely on others to pull myself to stand up to creatures like you but no more. Now I'll fight against you." Time Spinner was face to face with the creature. "And when we're done with this whole mess, I hope Celestia banishes you and your brothers and sisters to the moon for eternity. That's what you deserve."

(I hope I wasn't too mean...)

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