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Chapter 1 - Unexpected Inheritance

It was a bright, beautiful August afternoon in Ponyville, and the warm sunlight was making the whole town glow with bright, cheery colors: vivid pink and warm burgundy red, apple green and sky blue, pumpkin orange and chocolate brown. It was a lovely sight, which made the tall, round spire of a house near the village green stand out like a sore hoof. Usually the most colorful and baroque building in Ponyville, today the Carousel Boutique had been draped with broad ribbons of dull black funerary crepe.

Five ponies, and one apprehensive-looking dragon, were walking up the paved path past the green and towards the black-draped house, a pale yellow Pegasus in the middle of the group. "Thank you so much for coming with me," Fluttershy said. "I know you all must be busy, but I just lost my nerve when I saw all that black, and I didn't dare to knock… Oh, I hope nothing bad has happened to Rarity!"

"It's all right, sugarcube," Applejack said in a friendly, calming tone. "It ain't yet the applebuckin' season, and until then, Ah'm never too busy to help out a friend."

"She's right, Fluttershy," Twilight Sparkle said. "Besides, I'm sure Rarity's fine. Look at how artfully those ribbons and banners have been hung; even I can tell it's her work!"

This seemed to cheer the nervous Pegasus up a little, but her expression remained one of quiet worry. As they approached the front door, they noticed the understated black sign hanging there, written in Rarity's flowing copperplate script in silver ink. Spike, recognizing her writing, let out a sigh of relief that earned him a stern glance from Twilight.

"The Carousel Boutique is CLOSED, due to Death in the Family," the sign said.

The five ponies exchanged somber, serious looks. Even the usually irrepressible Pinkie Pie had a muted look, with a hint of droop in her mane and tail. If Rarity herself was fine, there still was her little sister, and their parents, to worry about.

It was Rainbow Dash who finally broke the worried silence. "So, are we gonna just stand here and fret?" she asked, flitting down onto the doorstep. As Applejack and Twilight nodded in unison, she raised her hoof and banged on the door. "Hey, Rarity! Open up, will you? Everypony's here and we're kinda worried about you!"

After a wait that felt much longer than it actually was, they heard hoofsteps from within, and the door opened. "Oh, come in, darlings! I'm sorry, I forgot about you completely," Rarity said, stepping aside and waving a hoof to invite them in.

The interior of the boutique matched the outside perfectly. There were what seemed like miles of black crepe hung along the walls, tied into elaborate black rosettes; the mannequin ponies all covered with black cloth; and several large vases were crammed full of lilies, their funeral scent mixing with the faint odor of incense wafting from somewhere. Rarity herself wore old-fashioned mourning bands on her flanks, crossing her cutie marks, and had plaited her indigo mane and tail in a rather severe, scalloped fashion with numerous black silk ribbons. Yet, for all these signs of mourning, she did not look especially bereaved.

"Mah condolences, Rarity," Applejack said, removing her cowpony hat and giving the unicorn a small bow. "Who's the relative who's passed away, if you don't mind me askin'?"

"Thank you, Applejack," Rarity said and sighed. "It's my grandmother; I only learned of it this morning." Her horn glowed as she levitated the letter over from a side table.

The rest of Rarity's friends gasped at this, and Fluttershy's eyes began to fill with tears. "Old Silver Belle died?" Dash asked, sounding shocked. "She chewed me out just yesterday, for parking a corner of a raincloud over her garden…"

Rarity shook her head quickly. "No, no! Grandma Silver is just fine, thank goodness!" she said. "It's my other grandmother who has died, Ocean Pearl."

"Oh. I… I don't think I ever met her," Twilight said carefully. Judging by the confused looks on the faces of her friends, they were thinking the same thing, which was surprising; Applejack, in particular, had known Rarity since they had both been just little fillies.

"I would be surprised if any of you had," Rarity said. "It must be at least ten years since I last saw her, and she never visited Ponyville to my knowing. Mother and I always went to Canterlot to meet her over a dinner at some restaurant or other…" She looked thoughtful. "Actually, I doubt that Sweetie Belle ever saw her. Mother and grandmother were not on the best of terms, you see."

"So, lemme get this straight," Dash said. "You're closing your shop and putting up all this black stuff like Pinkie throwing a funeral party, because a grandmother you haven't seen in ages and who didn't keep contact with your folks has died? Don't you think you're being a teensy bit over-dramatic, Rarity?"

The unicorn rolled her eyes. "My dear, there are certain rules of decorum to maintain! Besides, she left me a bequest in her will, so I felt that the least I could do was to mourn like a proper lady!"

Pinkie Pie had brightened up a bit when it had turned out that nopony she'd even heard about had died, but she had still remained subdued. But now, her ears perked up with interest. "A… bequest? That's a kind of a present, isn't it, Rarity?" she asked.

"Ah… Well, you might call it that, Pinkie," the unicorn said slowly, unable to stop a faint smile tugging at the corner of her mouth.

"Yay! I love presents!" Pinkie said, looking all cheered up again. "So, have you opened it yet, have you?"

Twilight and Applejack exchanged a look. "Pinkie, it probably isn't some kind of a big box for you to open," the librarian started. "And even if it was, Rarity wouldn't have it here…"

This time, Rarity laughed aloud. "Actually, it is a big box, and I have it right there in the back." She gestured with her horn towards the curtained doorway at the back of the boutique's showroom. "Derpy brought it along with the letter this morning; it seems that my grandmother actually died almost a month ago, and they had trouble finding me until now. I was just thinking how to best open it when you showed up…"

- - -

The big box turned out to be a fairly large crate, sturdily made from oddly grayish-colored wood; a slightly tattered address label, covered in corrections in red pen, suggested that its route to Ponyville had been quite circuitous. There was a faint smell of salt and seaweed coming from it, not exactly unpleasant but not quite pleasant either. Sitting on top of a tarp in the middle of Rarity's almost obsessively neat tailor's workshop, it looked distinctly out of place.

"So… Where did your grandmother used to live, Rarity?" Twilight asked her fellow unicorn, while Pinkie, Applejack and Rainbow Dash struggled to pry the tightly nailed lid open with crowbars.

"A place called Hoofsmouth, on the south coast," Rarity replied. "I've never been to there, and mother never spoke much about it. I gathered it's a small coastal town, scarcely the size of Ponyville, and rather run-down."

Twilight frowned. She knew she'd heard or read the name of Hoofsmouth somewhere, but where? The tortured groan of rusted nails finally giving up the fight broke her train of thought, and she trotted over with Rarity to see what the crate contained.

The source of the salty smell became clear as soon as Applejack lifted the lid aside: the crate had been filled with tightly-packed, withered green-gray seaweed. "Aww, this doesn't look very interesting," Pinkie said with an air of disappointment.

"That's just the packagin' stuff, Pinkie," Applejack said patiently, pushing her hooves into the crate and lifting an armful of the seaweed out. "Hey Rarity, here's a couple of what looks like jewelry boxes in here."

"Yes! I do believe I can sense gems in there," Rarity said, levitating the boxes out. They were pieces of art on their own, made from some fine-grained, exotic wood and covered with complex, abstracted carvings of fish and other, stranger, sea creatures. "Let's see… oh my!"

Everypony ooh'ed and aah'ed as they watched Rarity open the boxes, one after another. There were beautifully carved coral ankle-bands, a mane net made from fine gold wire set with blue-green stones, a long and beautiful pearl necklace, a set of odd-looking dress horseshoes made from some greenish-black stone flecked with gold, and more.

"Oh my," Fluttershy said, examining the coiled pearls closely. "These are very beautiful! Your grandmother must have been very rich, Rarity."

Twilight had to agree. Ordinary gemstones weren't very expensive in Equestria, but the rarer ones, such as those pearls, could fetch a handsome price… and that was before taking into account the exotic craftsmareship of the jewelry. It didn't remind her of anything she'd seen in the museums of Canterlot, or even the strange Zebrican antiquities Zecora had occasionally shown her.

Rainbow Dash had quickly become bored with the jewelry, and was nosing around in the crate. "Hey, I think there's something more in here," she said, reaching in. "It's not in a box, though." She lifted out a burlap bag and turned it upside down over the floor. A note flitted out, followed by a shining tiara that caught everypony's attention.

"Dash! You should be more careful," Rarity chided her friend, levitating the tiara over to her. "Oh! Oh my…"

The jewelry they had already seen had been beautiful and exotic, but compared to the tiara, those were just cheap, gaudy dross. The tiara, made in single piece from mother-of-pearl, combined the simple elegance of its overall lines with the baroque complexities of the aquatic carvings and inlays of strange, greenish gold that covered its every inch. Its three strangely barbed points reminded Twilight of the crown her mentor always wore, yet she had the uncanny feeling that the two pieces couldn't have been more different.

Applejack was the first to speak. "That's… pretty," she said, in an uncomfortable tone of voice.

"Pretty?!" Rarity gasped. "It's the most wonderful, most beautiful and exquisite piece of jewelry I have seen in all of my life, and the best you can call it is 'pretty'? It's amazing! It's stunning! It's absolutely divine!" With a haughty little sniff, she placed the tiara on her head, the little notch in its rim fitting perfectly against the base of her horn. "Fluttershy, I know I can trust on your taste. How do I look, darling?" she asked eagerly.

The yellow Pegasus cringed. "Um… Uh… I'm not sure…"

"Tell me tell me tell me!" Rarity whined, stomping her hooves.

Fluttershy drew a deep breath and began to speak. "It's gorgeous, and it fits your head perfectly, and all those carvings of squids and trilobites and anglerfish and krakens are wonderfully realistic, and the mother-of-pearl goes really well with your mane, but, um, I don't like it."

There was a brief silence as Rarity stared at Fluttershy. Then she turned to look at the rest of her friends, an expectant look on her face.

"It's really pretty, yeah, but Fluttershy's right," Dash said, scrunching her nose like she smelled something unpleasant. "I don't like it either, it looks weird. And not the good kind of weird, like Pinkie's jokes, either."

The pink pony nodded with a moue of distaste on her muzzle. "That's the most foreboding thingy I've seen in my life," she said. "It gives me the feeling my Pinkie sense should be going off right now, but it isn't, and that's just eeeeeerie!"

Twilight cleared her throat. "Err… I hate to say this, Rarity, but I think they're right. It's an unquestionably wonderful artifact, but it doesn't look quite… right to me. Like it wasn't made by ponies, or not intended for a pony to wear."

For a moment, Rarity looked like she was about to shout at her friends and tell them to get out of her home. Then her shoulders slumped, and with a sigh, she levitated the tiara off her head. "Do you really think so? It seemed so lovely to me…" The headpiece rotated slowly before her face as the unicorn drank in its strange beauty. Reluctantly, she placed it on the table and sighed again.

"What kinda name is 'Nacreous'?" Rainbow Dash asked suddenly. She'd picked up the note that had slipped out of the bag, and was now studying it.

"Give me that!" Rarity said, snatching the slip of paper out of Dashs' hooves with her magic. "My dear cousin Rarity," she read aloud. "This tiara belonged to our grandmother, Ocean Pearl, and although it was not mentioned in her will, I cannot think of anyone who would have a better claim to it and what it represents than you. Keep it safe and keep it hidden! Above all, do not let anyone from the Esoteric Order of Poseidon to find about it, especially not my sister Nacreous; she is a white unicorn with green mane and the mark of a wavy-bladed knife. I apologize for being cryptic, but everything will be made clear to you eventually. Your cousin, Lustrous Pearl." She put the note down, looking uncertain. "I did not even know I had cousins on that side of the family! Although it makes sense that Aunty Madrepore would have had children…"

"Eeeeeerie," Pinkie Pie repeated with a dark expression.

"You can say that again, sugarcube," Applejack said. "Don't like what that sounds like, not at all. Ah've seen enough trouble comin' from people arguin' over inheritances in my own family, an' it seems to me that this cousin of yours just pulled you into a fight with her sister!"

Rarity snorted and turned to look at the tiara again. "I don't understand what she talks about my claim to this, or it representing something! And what on Equestria is this 'Esoteric Order of Poseidon'? Do you know anything about it, Twilight?"

The purple unicorn shook her head. "I don't recognize that, Rarity. There are lots of strange little societies, even outright cults, out there in Equestria. Since your grandmother was a unicorn, and most likely so are your cousins, I would guess it is some kind of a magical order. I can try to research it for you if you want to." Her expression turned uncomfortable. "And… If you don't mind, I would like to look more closely at that tiara. I've seen magical items before, in Canterlot, and some of them could be dangerous…"

Rarity stiffened and her tail twitched in an agitated manner. "Darling, you know I absolutely defer to your greater expertise when it comes to matters of magic, but I do know jewelry!" she said, her tone supercilious all of a sudden. "Obviously, this is the work of a craftsmagician of superlative skill and vision, but if you're insinuating that my grandmother would have left me a cursed tiara, I-"

"Simmer down, Sally!" Applejack interrupted. "Twilight ain't sayin' anything like that, aren't you Twi? She's just curious an' worried, like we all are. There's something uncanny 'bout that thing, pretty as it is. Besides, if this cousin of yours - who you've never even heard of before! – is tellin' the truth, it was she who sent this to you, and not your grandma."

The white unicorn didn't reply, but her pose relaxed a bit. Fluttershy, who had been staying silent, took the opportunity to close with her friend, carefully spreading her wing over Rarity's withers. "Please, say yes, Rarity. I know how much you like jewelry, but this isn't like you at all. I'd feel so much better if I could be sure there's nothing bad about your inheritance…"

Rarity took a deep breath and nodded. "I'm sorry, Twilight," she said, giving the other unicorn an apologetic smile as she turned to face her. "I think you all are making a bit too much fuss over this, but that doesn't excuse my rudeness." Seizing the burlap bag with her magic, she slipped the pearlescent tiara in and floated it over to Spike, who grabbed it possessively against his chest. "Please, take your time studying this! I'm going to have a lovely time planning outfits around the rest of these jewels."

- - -

It was late in the night. The moon had already set behind the Rock Candy Mountains in the west, and there was not yet any hint of the coming morning on the eastern sky. The town of Ponyville was dark and silent beneath the cold, distant stars.

Two ponies, covered with dark, hooded cloaks, were moving through the dark streets. If anypony had been watching, they would have been disturbed by the furtive way the two strangers crept through the town towards the Carousel Boutique. Slyly, they tried first the front door, and then the windows. Neither budged; Rarity, with the amount of jewels and expensive clothes she kept at her store, was one of the few ponies who regularly locked her home at night.

They did not seem surprised by this. The smaller one produced a small bottle from her cloak pocket and shook it in her mouth; the liquid inside the bottle began to glow with a faint, sickly green light. Her burly companion brought forth a crowbar, and inserted it into the crack in the window frame.

The big pony worked slowly and silently, pausing after every creak and crack. Eventually, there came the faint sound of tearing metal, and the window slid open. The burglar spat out his crowbar and helped his companion climb inside. A moment later, the front door opened, and he one slipped inside as well.

The two burglars looked around, huddling close to one another, as if disturbed by the blankly staring faces of the ponyquins. One of the wooden ponies was standing in the middle of the room, bedecked with the strange jewelry and a dark dress saddle. The stallion looked like he was about to bow to the ponyquin, but a hoof-nudge from his companion stopped him.

Then they began to search the store: opening closets and pulling rolls of fabric out, emptying drawers onto the floor and poking through the contents with their hooves. Neither of them noticed the small shadow on top of a cupboard that watched their actions with green-glowing eyes and mounting fury.

With a loud yowl and a hiss, Opalescent jumped down onto the burly burglar, digging her claws into his flanks through the dark cloak he wore. He let out a hoarse cry of pain and shock, and bucked, trying to toss the snarling, clawing cat off of him. Instead, he knocked one of the ponyquins over. It hit the next one, toppling that one over as well.

Realizing that their mission was a failure, the smaller pony lashed out with a hoof, knocking Opal off. This resulted in another crash, and even louder yowls from the angered cat. "Come on! We mustn't be caught!" she said in a curiously thick voice as she saw lights coming on in the nearer houses, and heard Rarity's hurried hoofsteps from upstairs. Ignoring the blood trickling from the stallion's flanks and the triangular scrap torn from his cloak, they galloped out, leaving behind a store in chaos and a bottle filled with glowing algae.
The death of Rarity's grandmother brings with it not just fabulous inheritance, and the opportunity to reconnect with a branch of family she's long been estranged from, but also stranger, more sinister things. Eeeeeeerie things.

- - -

So, yeah. As you can probably tell from the title, this is the beginning of a ponified retelling of The Shadow over Innsmouth by H.P. Lovecraft.

There will be horror, or at least creepy and possibly disturbing events, but I hope to keep things appropriately pony-like, with a little levity and humor in the mix. :)
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NekonaHisaki Featured By Owner Nov 6, 2012  Hobbyist General Artist
Lovecraftian Ponies? Brilliant. I just ran through the Raid on Innsmouth in my CoC campaign and I'm excited to see what you do with this.

Also...cultist cuties marks? XD
Lurks-no-More Featured By Owner Nov 7, 2012
Thanks! It's not going to be a direct translation of TSoI to Equestria, exactly. I hope you'll enjoy the results. :)
NekonaHisaki Featured By Owner Nov 7, 2012  Hobbyist General Artist
I don't know why, but I had a sudden image of Pinkie Pie in a fake beard as Zadok Allen. XD
Lurks-no-More Featured By Owner Nov 7, 2012
Doomsday-Prophyt Featured By Owner Aug 14, 2012  Hobbyist Writer
I don't want to live on this planet anymore...
Lurks-no-More Featured By Owner Aug 15, 2012
Oh? What about this fic changed your mind?
Doomsday-Prophyt Featured By Owner Aug 15, 2012  Hobbyist Writer
It's ponies + Lovecraft ._. You've ruined a classic work of Gothic horror...forshame
Lurks-no-More Featured By Owner Aug 16, 2012
Bah! For one thing, "Shadow over Innsmouth" is not really Gothic horror; for another, ponies go together with everything.

If you think you're going to make me, a big Lovecraft fan, feel guilty or ashamed... you are sadly mistaken. Gibber gibber!
Doomsday-Prophyt Featured By Owner Aug 16, 2012  Hobbyist Writer
Scrudeup Featured By Owner Jan 7, 2012
When will there be moar?
Lurks-no-More Featured By Owner Jan 8, 2012
More is being written, but I'm kind of struggling with the next chapter. Fear not, I haven't abandoned this story!
AJTalon Featured By Owner Oct 18, 2011  Student Writer
So, Sea Ponies are the Deep Ones?
Lurks-no-More Featured By Owner Oct 18, 2011
Something like that, yes. :)
AJTalon Featured By Owner Oct 19, 2011  Student Writer
Servants of Dagon and Cthulhu? Wow! You think you know some ponies...
anzul Featured By Owner Sep 14, 2011
moar plz!
madman12000 Featured By Owner Sep 12, 2011
Should be neat, little ponycraft!
Minty-Illusion Featured By Owner Sep 5, 2011  Hobbyist Digital Artist
Oooh, I can tell this shall be interesting.
Scrudeup Featured By Owner Aug 31, 2011
Lurks-no-More Featured By Owner Aug 31, 2011
MOAR is being written. :)
Banjoenelbano Featured By Owner Aug 26, 2011  Student Interface Designer
I eagerly await the next installment, Innsmouth is one of my favorite Lovecraft stories
CapnChryssalid Featured By Owner Aug 25, 2011
Sea ponies?

My poor, poor Rarity. Hopefully she won't end up too insane or deep-one-ified.
SilentAngelsWings Featured By Owner Aug 24, 2011
Hmm....*evil smile* oooh. Incoming Rarity-splosion.
Lurks-no-More Featured By Owner Aug 25, 2011
Yes, she might have a little trouble coming to terms with that side of her family and heritage... :D
RangerGxi Featured By Owner Aug 24, 2011

I love Lovecraft!
Have not read much but I have played "call of cthulu"
Vazura Featured By Owner Aug 23, 2011
Ok, color me interested...
Huey61 Featured By Owner Aug 23, 2011
If Rarity turns out to be the spawn of hideous fish ponies then that means Sweetie Belle is too, right?
Lurks-no-More Featured By Owner Aug 25, 2011
Mmmmaybe! "OMG OMG OMG big sis! I just got my cutie mark and it's a hideous fishy idol!" ;)
StringPetounPing Featured By Owner Sep 6, 2011
I picture well Sweetie Belle saying that in a really happy and excited voice with Rarity trying to dissimulate her disgust to the hideous cutie mark. From what I see, Sweetie Belle is the kind of girl to not mind the fact that this is hideous. Also, she has the voice to be a spawn of sea pony. Shoo-be-doo, shoo-shoo-be-doo.
bugsydor Featured By Owner Aug 23, 2011  Hobbyist Digital Artist
Dag nabbit! Rarity's going to turn into a sea pony, isn't she?

Keep up the interesting work!
Lurks-no-More Featured By Owner Aug 25, 2011
Shoo-be-doo, shoo-shoo-be-doo.
RoyGBiv-MLP Featured By Owner Aug 23, 2011
Oh, yes... Daddy likes so far... Daddy likes very much, indeed!
Lurks-no-More Featured By Owner Aug 25, 2011
Thanks! I sure hope you'll enjoy where I'm going to go with this. :)
Cartoon-Conniption Featured By Owner Aug 23, 2011
Darn it! I can't wait for chapter 2.
MechaTailsv6 Featured By Owner Aug 23, 2011
its beginning to look like fish ponies every where i go..
Lurks-no-More Featured By Owner Aug 25, 2011
There's something fishy in Equestria...?
MechaTailsv6 Featured By Owner Aug 27, 2011
perhaps. my brain just started singing about fish men when i saw the word "hoofsmouth"..
NovaAbsol Featured By Owner Aug 23, 2011  Student Digital Artist
Great, can't wait for another chapter.
specter142 Featured By Owner Aug 23, 2011
Slight grammar edit: I'm not sure if "Death" and Family" needed to be capitalized on Rarity's sign.

Unless Rarity's in the Mafia...
neuroticchaos Featured By Owner Aug 23, 2011
alright you got me hooked :reading:
please continue, I look forward to the next chapter.
Isilvar Featured By Owner Aug 23, 2011
So far, amazing!
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