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Chapter Three - It Runs In the Family

Nopony knew better than Rarity that the first impressions, although important, could be deceiving. Yet, as she descended the rutted hillside track into Hoofsmouth with her friends, everything she saw and smelled just reinforced the atmosphere of decay and decline. Even the air was unpleasant, for the salty scent of the sea was almost overwhelmed by a nasty rotting odor.

"Ugh! What's this stench?" Rainbow Dash asked, wrinkling her nose in distaste. "Smells almost like the outhouse after somepony's been eating bad turnips!"

Rarity grimaced at the uncouth metaphor, but it wasn't far off the mark. Applejack, who looked less bothered by the stench than the others, shook her head. "This ain't manure, but there's somethin' familiar about it... Reminds me of some kind of a fertilizer, but not eck-sactly."

Fluttershy said something in a voice too quiet to make out. "Pardon me, darling; I didn't quite catch that," Rarity said, giving her friend an encouraging smile.

"It's the smell of  fish going bad," Fluttershy repeated, a bit louder this time. She was the only pony in Ponyville who caught fish, using her catch to feed the carnivorous animals she cared for and selling the excess to ponies like Rarity herself, who had a cat as a pet. "A lot of fish, I think."

Applejack clucked her tongue. "That's what Ah was thinkin' 'bout: fishmeal fertilizer imported from the griffon lands! It's mighty expensive and stinks to high heavens, but it sure does wonders to yer garden." She frowned. "Doesn't look like it's doin' the locals much good, though."

She was right. Most of the inhabited houses they had passed had small vegetable patches, but they looked unkempt and poorly cared for, nothing like the well-loved kitchen gardens in Ponyville. On a few plots, they could see locals listlessly hoeing the weeds or harvesting wilted-looking produce.

Those locals looked just as unpleasant and queer as Rarity and her friends had been told in Bridleboro. The ponies of Hoofsmouth came mostly in drab browns and greys, or washed-out blues and greens, with no bright, cheery colors in sight. Their manes were limp and frequently sparse, their tails long and drooping, and their hooves oddly splayed. Most of them were Earth ponies with cutie marks that all seemed to have something to do with the sea, wearing nothing but work collars and the occasional tatty bonnet or broad-brimmed hat. There were a few unicorns among them, too, but these were invariably wearing long, sea-green hooded robes that covered them almost entirely, only their horns and the tips of their muzzles showing.

"They aren't very good at making you feel welcome," Pinkie complained as they moved through the mazy streets, overshadowed by dark, empty houses, towards the town center. "Nopony's come to greet us or ask our names or offered to show us around. It's eeeeeerie!"

"I'm sure it's just that they're not used to strange ponies visiting their town," Rarity said, not quite believing her own words. If anything, that should have made the locals even more interested in them! Instead, they just stood and stared at her and her friends with pale, bulging eyes or ignored them outright. Even the group of foals they'd encountered, playing  among the crumbling ruins of what might have been an old tavern, had stopped and hid themselves.

As they approached the town square, the streets became broader and the smell of the sea began to overwhelm the scents of decay and rotting fish. Apparently, the ponies of Hoofsmouth preferred to live either at the very edges or the center of the town, leaving a zone of mostly ruined houses in between. The ponies in this part of the town looked a bit better-groomed than those they had seen before, with more of the hooded and robed unicorns among them, and although they didn't come up to greet Rarity and her friends, their behavior seemed a bit more normal.

"Excuse me," Applejack said, stopping a grey stallion with a cutie mark of a leaping fish. "We're from outta town, and lookin' for a place to stay for the night. Thought you might know of one, pardner."

He gave them an unblinking, appraising look, his gaze lingering long on the two pegasi before coming to rest on Rarity. His expression changed slightly as he took in the unicorn. Then he coughed and spat out the wad of seaweed he'd been chewing. "There's th' Gillweed House, on Compass Street. It's where t'strangers stay if they come here," he said in a guttural voice. He seemed to consider something, then added: "Second street on th' east side o' th' square," and continued on his way.

- - -

Gillweed House turned out to be a ramshackle but functioning inn, with a small restaurant serving odd-smelling stew in the ground floor. The innkeeper was the least jovial and welcoming one that Rarity had met or read about, but apart from his bulging eyes he looked quite normal, and took their bits readily enough. He didn't lift a hoof to help them unload their cart, but told Applejack that she could park it in the alley next to the inn.

Their rooms were on the third and topmost floor of the inn. Rarity wrinkled her nose at the dust and cobwebs in the stairs; it was clear that the place saw little use and even less cleaning. The rooms themselves were shabby but much cleaner, and the age-yellowed linens smelled faintly of faded flowers and withered herbs.

"Well... this actually looks kind of nice," Fluttershy said softly, flipping back the blankets to air the beds. "I didn't notice any signs of mice or rats anywhere!"

"Yes, that's good," Rarity said, her attention captured by the small, diamond-paned windows, overlooking the street sloping down to the harbor. They gave her a tantalizing view of the sea, framed by the sagging gambrels and crumbling chimneys of Hoofsmouth, the grubby signs of decay seeming to just enhance the mystical, primordial beauty of the ever-changing ocean.

A loud bang from the connecting door between their room and that of Twilight and Applejack brought Rarity out of her thoughts. "Come on over here, girls," Applejack said, looking in through the door she'd forced with a sharp kick. "Twi' wants to discuss what we're goin' to do next."

- - -

"All right, everypony. I think we all agree that there's something strange going on here," Twilight said, looking around at her friends. When they nodded, she continued. "Until we find out what it is, nopony's going anywhere alone. Pinkie and Rainbow, this applies to you, too. Understood?" More nods. "All right! Rarity, I assume you want to go see your cousin first...?"

"Naturally," Rarity replied. "That's why we came here in the first place! Fluttershy, darling; will you accompany me? I would feel better with you by my side." The yellow pegasus nodded. "Oh, splendid!"

Twilight smiled at the two friends. "I was about to suggest the same thing myself. Now, we need somepony to just wander around the town, talk with the locals and get an overview of the place. I think that would be a perfect job for you, Rainbow."

"Heck yeah!" the pegasus said. "I'll be all over this town in no time! Hey, AJ, wanna come with me?"

Applejack grinned and nodded. "Sure thing, sugarcube. You need somepony to keep yer hooves on the ground."

"Ah... um, actually, I was thinking-" Twilight started, her eyes flicking from Applejack to Pinkie Pie to Rainbow Dash, and back again.

"Sounds perfect!" Rarity said, overruling Twilight's objections before her fellow unicorn could voice them. "Twilight, darling, think about it for a second," she continued sotto voce as she stepped closer to her friend. "Is it really a good idea to send Dash and Pinkie, our two most excitable friends, off together in a situation like this?"

Twilight's eyes widened; obviously, she hadn't considered this aspect. "Aheh. Right. Ah, that leaves me and Pinkie, then. We'll check out the town hall and the local library for any information about this Esoteric Order of Poseidon."

"Ooh! I bet we're going to uncover all sorts of dark and eerie secrets!" Pinkie Pie said cheerfully as she bounced over to Twilight and threw her foreleg across the unicorn's withers, pulling her close. "I'm going to be your best field assistant ever!"

Twilight, to her credit, did not groan out loud at this.

- - -

Fluttershy did not like Hoofsmouth. The town made her anxious, above and beyond her usual nervousness about strange places and unfamiliar ponies. It was not just the general atmosphere of decay and squalor, but something deeper and less definable. Even the sea birds sitting on the rooftops seemed strange and unfriendly, watching her and Rarity with cold eyes as they walked along the streets. Rarity seemed to have recovered from her initial disappointment, and although she kept up a running commentary on the town's ramshackle state, there was an odd cheerfulness to her that Fluttershy didn't share at all.

"Ah! I think this must be the place," Rarity said as they stopped before one of the better-preserved houses they'd seen from the hilltop. It looked like it had been quite grand once. The off-white plaster walls were decorated by innumerable conches and seashells that formed intricate friezes, and none of the visible windows were broken, although several of them were shuttered. A brass plaque, hanging slightly askew and corroded by the sea air, told the world that this was the Pearl House. "Come on, Fluttershy! I want to meet my relatives."

Fluttershy followed her confident friend as Rarity strode up to the front door. The unicorn looked around for a bell or a knocker. Finding no sign of either, she raised her hoof and rapped the weather-worn oak surface lightly.

Almost before Rarity had finished, the door opened and a large Earth pony stallion with greenish-black coat, badly combed green mane and the bulbous Hoofsmouth eyes looked out. "What do you want?" he asked in a deep, guttural voice whose unconcealed hostility made Fluttershy shrink back nervously. The Hoofsmouth ponies had made the pegasus uneasy enough when they had asked them for directions on the street, and this one seemed even more disturbing.

Her friend was made of sterner stuff, and refused to be intimidated by this boorish welcome. She smiled at the stallion and began her spiel. "Good day to you, sir. My name's Rarity Belle, and I'm looking for Lustrous Pearl-"

"Master Lustrous doesn't see anyone," he said and moved to close the door, only to grunt with annoyance when he found Rarity's hoof holding it back.

"But he lives here, doesn't he?" Rarity said, obviously trying very hard to maintain her polite tone. "You see, I'm his relative, from Ponyville, and-"

"If you're from out of town you can't be Master Lustrous' relative," the stallion grunted, trying to push the door closed despite Rarity's hoof being in the way. "You aren't wanted here. Go away and take your winged abomination with you!" he said, practically spitting out the last word as he turned to glare at Fluttershy.

The red gleam of hate the pegasus saw in his eyes reminded her of the mad skunk she'd seen during her veterinary internship. She shrunk back, her earlier uneasiness replaced by genuine fear:  if the stallion wasn't insane, he had to be very, very close! "Um, Rarity, we're not wanted so how about we go now, please!" she said, trying very hard not to whimper.

Rarity, however, had other ideas. Her horn flared to life, pushing the door open and forcing the mad stallion back. Fluttershy could hear his hooves clattering on the tiled floor as he tried to resist.

"What did you just say?" the unicorn asked, eyes blazing with anger. "You will take those words back this instant and apologize to Fluttershy! Then you will go and tell my cousin that I, Rarity Belle, daughter of Coral Pearl, am here to see him. I did not come all the way from Ponyville to this rotting heap of flotsam you call a town to be dismissed and insulted by an oafish lackey like you!" she said in a cold, imperious tone that was unlike anything Fluttershy had ever heard Rarity using, even during her worst snits.

The effect was astonishing. The look of barely-contained, sullen rage vanished from the stallion's eyes and was replaced by naked fear. "Ten thousand pardons, Mistress," he said, genuflecting at Rarity like she was royalty. "I forgot my place, Mistress. Please, come in. I will take you to Master Lustrous at once!"

Rarity blinked, appearing surprised by this turn of events. Then she looked over to Fluttershy and smiled. "Well, darling; shall we go in?" Reluctantly, Fluttershy followed her friend inside.

The now-obsequious servant pony led them down the dark hall, with its worm-eaten oak paneling and age-dimmed portraits, and past several doors. Some of them were closed, but others gaped open, revealing only darkness beyond. The omnipresent smell of rotting fish was absent here, replaced by a musty miasma of mildew and general decay.

As they passed deeper into the house, Fluttershy moved closer to Rarity, who seemed to be taking the place in stride. "Uh... Rarity?" she whispered. "Did you notice those scratches on his flanks when he turned? I'm certain those were Opal's claw-marks!"

"Really?" the unicorn replied in a low voice. "I will have to bring that up once I see my cousin. I'm glad that you spotted that, dear."

The servant stopped before one of the doors and knocked politely. A moment passed, and a cold male voice answered. "I told you not to disturb me, Block. This has better to be imporant."

"I am sorry, Master," Block replied, bowing first at the door and then at Rarity in a hurried fashion. It would have been amusing if he hadn't looked so deathly serious and anxious about it, Fluttershy thought. "Mistress Rarity Belle is here, from Ponyville. She claims she's your cousin, Master, and she wants to speak with you."

There was another moment of silence, before the voice spoke again, now sounding eager. "Already? By the Father, I had not hoped... Come in, at once!" The door unlatched itself with a small click, and opened on its own, letting light into the dark hallway.

Head held high and without so much as a glance at the cringing stallion, Rarity trotted into the room. Fluttershy followed right on her friend's heels, trying to stay as far away from Block as she passed him. She found herself in a drawing room filled with beautiful but faded antique furniture, illuminated by wan, grey sunlight pouring in through tall windows that were badly in need of washing. After the darkness of the rest of the house it still looked wonderful to Fluttershy, like sun coming out of the clouds after a stormy day.

Then she saw the unicorn stallion kissing Rarity's hoof, and screamed. At least, she tried to scream, but as so often happened, her voice caught and the shrill cry of terror and loathing that echoed inside her head came out as a quiet "Eeeep!"

Fluttershy's first impression of Lustrous Pearl was one of horrible, warping deformity, or something worse; of corruption. She drew a couple of fast, panicky breaths, wondering why her friend wasn't recoiling in horror from the awful thing whose lips were even now brushing her fetlocks.

It slowly dawned to her that she had a hard time pinpointing the reasons of the immediate, instinctive loathing she felt for Lustrous. He was a unicorn stallion of about Rarity's age and size, with a strongly fluted horn and a white coat, with just the slightest hint of pale green, that seemed to shimmer with strange, pearly highlights. There was nothing alarming in his face, thin-lipped and wide-mouthed as it was, or in his large, heavy-lidded dark eyes. Perhaps it was his oddly hunched pose, or something in the curve of his rump beneath the floor-length robe of green silk, or the almost unnatural perfection of his cobalt-blue mane?

"You have no idea how pleased I am to see you already, my dearest cousin Rarity," he said, his voice deep and melodious, with just a hint of the guttural Hoofsmouth accent. "I am Lustrous Pearl. Allow me to welcome you and your... companion... to Pearl House and to Hoofsmouth!"

"Why, thank you," Rarity replied, a brilliant smile replacing her earlier look of haughty command. Fluttershy realized with a slight shock that she was already batting her eyelashes at him. "After all this time, I'm so very excited and pleased to be acquainted with this side of my family..."

The unicorns sat down around an antique coffee table, exchanging polite chit-chat like they were two old friends meeting at some Canterlot cafe. Fluttershy crouched down on a small couch next to Rarity, trying to keep her eyes off from Lustrous but without success. Somehow, she had the idea that if he might lunge and bite her if she turned her back to him.

Eventually, Rarity brought up her reason for coming to Hoofsmouth: her grandmother's mother-of-pearl tiara that Lustrous had sent to her.

A strange light flickered in her cousin's eyes at the mention of the tiara. "Ah, yes... That tiara is your birthright, my dearest cousin. I was certain that you'd be more worthy to it, and everything that comes with it, than my sister Nacreous." His face twisted briefly into a grimace of loathing at the mention of his sister's name. "And now, you have proved me correct - indeed, you have exceeded my expectations, by arriving so soon! Such a thing speaks wonders about the strength of your blessed blood. Your mother was always the favored one, even though she turned her back on the family..."

"Your doorman did not seem happy to see us," Fluttershy interjected. Usually, she would have been more than happy to stay silent in a situation like this, but the pegasus felt concerned for Rarity. She hadn't seen her friend giving anypony such googly eyes since meeting Fancy Pants at Twilight's birthday party. It made her nervous.

Lustrous frowned slightly at the interruption. "Yes, I must apologize for Block's behavior. He didn't expect you to heed the call so quickly, and assumed that you must be an imposter. Especially given the... company... you keep," he added, his gaze flicking quickly to Fluttershy before returning to Rarity's face.

"Thank you, but no apology is necessary," Rarity said, a hint of the strange arrogance she'd displayed earlier returning to her voice. "I'm sure he will remember his place from now on! However, I wanted to ask you some more questions about that wonderful tiara. You see, dear cousin, somepony broke into my store and home looking for it."

Rarity's words had an astonishing effect on Lustrous. His eyes seemed to bulge impossibly from his narrow face, and his lips drew back to reveal curiously small and sharp-looking teeth. "What?!" he shrieked and jumped up from his chair. "By the Father Below, tell me that they did not succeed!" he said in a pleading voice.

"Oh, no," Rarity said smoothly. "It's quite safe! I had it elsewhere, for... ah, safekeeping. After that, I've never let it out of my sight," she added, gesturing with a hoof at her panniers, placed against the wall below the window. "It seemed, ah, prudent, with such a beautiful and obviously valuable object d'art."

"Um. I think that you should know that Block probably was one of the burglars," Fluttershy added.

"Yes, that makes sense," Lustrous said, sitting down again. "Nacreous must have sent him and his sister to retrieve it, but when they failed to find it, they returned here. No matter;  we will settle the accounts with her soon enough. Now, my dear Rarity, would you like some refreshments?"

His horn gleamed, and a bell rung somewhere in the house. A moment later, there was a knock on the door, and a green-gray mare in an old-fashioned maid's dress, carrying a tea tray on her back and another tray full of little flower sandwiches in her mouth.

"Thank you, Tackle," Lustrous said as the maid poured tea into ancient porcelain cups decorated with marine patterns. She kept glancing at Rarity with obvious curiosity, but pointedly ignored Fluttershy. "Is my sister still at the temple? Good. Go find your brother, and await for my further orders."

Fluttershy studied her tea with some suspicion before daring to take the first sip, but to her relief it turned out to be perfectly fine Marejeeling. The sandwiches were more odd:  the thin slivers of greenish-tinted bread were topped by faux flowers, like the Nipponyan delicacies made from elaborately folded vegetable shavings. These, however, were almost translucent white, pale pink or garish orange, with an odd briny flavor. Their texture, strangely clammy, soft and succulent, was even more disagreeable and she left her second sandwich resting half-eaten on her plate.

"Mmmh! Delishoush," Rarity said through a mouthful of sandwich, making Fluttershy look up with alarm. Rarity was gobbling up the food like a starved parasprite, completely unlike her usual dainty table manners. She swallowed and licked her lips noisily, levitating another couple of sandwiches from the plate. "Lustrous, dear, you simply must tell me the recipe! They are exquisite!"

The stallion, who had been observing Rarity with a strange intensity, chuckled. "Nothing but the finest bounty of the sea for you, darling. It's a platter of numerous fishes and jellyfishes, caught and cleaned by my servants this very morning."

Fluttershy's tea cup fell to the floor and shattered. "F-f-f-" she stammered, feeling nauseated and horrified. This strange, loathsome stallion had been feeding them the flesh of living animals, and she had eaten it! She gagged even as she rose unsteadily up. "Rarity, get up, we haffa ge' affy jessh nuu," she gasped, feeling a strange numbness spreading through her face and extremities.

"Of course, as you're just noticing, some of those jellyfishes have paralytic qualities," Lustrous said, revealing his sharp teeth in an ugly grin as he watched the pegasus stumble. "An unicorn of the sacred lineage, with the blessed blood flowing through her veins, will be almost immune, but the winged abominations aren't as lucky."

"Rah-ruh-raaaaaa..." Fluttershy moaned, clumsily headbutting Rarity's side. Maybe, just maybe, her friend could get away from Lustrous and his henchponies, to warn Twilight and others...  "Uh guh geh auh-hau!"

Then the unicorn turned to look her, and Fluttershy's faint hope collapsed. Rarity was blinking slowly, her eyes hugely dilated as she stared at her. A trickle of saliva escaped from the corner of her blissfully smiling mouth.

"Oh dear, Lustrous," Rarity said in a dreamy voice. "It seems like Fluttershy is tired. Take a little nap, darling," she said, gently patting the swaying pegasus on the head. "I'm sure you feel better after it."

Fluttershy's legs gave way, and she collapsed onto the floor, tears of helpless anger and desperate fear flowing across her cheeks. She heard the door open, and felt the floor quake with approaching hoofsteps. "Block, you know where to take her," Lustrous said. There was a grunt of agreement, and Fluttershy felt strong jaws clamping around her tail and starting to pull her towards the door. "And Block... keep her intact for the ceremony."
Arriving in Hoofsmouth, the girls begin to investigate the ramshackle town. Rarity finally meets her mysterious cousin Lustrous, who sent her the strange tiara.

- - -

At long last, I update this story!

This is a ponified retelling of The Shadow over Innsmouth by H.P. Lovecraft, if you for some reason hadn't noticed yet.

It's right about here that the creepy and horrific story elements start bubbling to the surface, but I'm trying to keep things appropriately pony-like, with a little levity and humor in the mix. :)

Part One is here: [link]
Part Two is here: [link]
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FollowerOfPan Featured By Owner Mar 26, 2013
I'm so excited for the next chapter!
Lurks-no-More Featured By Owner Mar 27, 2013
Thanks! I've been spinning my wheels on this but I definitely intend to continue the story!
MermaidNinja Featured By Owner Nov 27, 2012
More please!
Lurks-no-More Featured By Owner Nov 28, 2012
More is, slowly, coming!
MermaidNinja Featured By Owner Nov 28, 2012
Yay! That cult is going down!
anzul Featured By Owner Nov 6, 2012  Student General Artist
man... its been so long now....
aniway, time for re-reads :D
Lurks-no-More Featured By Owner Nov 7, 2012
Yeah, way too long. I very much hope I can get the next chapter out in a more reasonable timeframe. :)
anzul Featured By Owner Nov 7, 2012  Student General Artist
goood i love me some cthtlu ponies :)
LaBarata Featured By Owner Nov 6, 2012
Lurks-no-More Featured By Owner Nov 7, 2012
"That cannot be dead, which can eternal lie;
In strange aeons, even death may die." ;)
StringPetounPing Featured By Owner Oct 24, 2012
Poor Fluttershy. I hope she shows her captors her darker side. The grand galloping gala, show us that she can show anger and madness. If we add the stare, she can be dangerous and a lot of trouble for this side of Rarity family.
Lurks-no-More Featured By Owner Oct 24, 2012
Do not worry, Fluttershy will get her moment to shine before the story is over. :)
Curt-teh-Murt Featured By Owner Oct 24, 2012  Student Interface Designer
So Wonderful!

Also, only now did I make the Poseidon-horse connection, at first I though he was just a good stand in for Dagon due to him being like a humanoid god but then I remembered the Trojan horse and what not... oh wait wasn't the original Pegasus technically his son too? And yet these ponies who worship Poseidon hate Pegisi! Ooo this is interesting!
Lurks-no-More Featured By Owner Oct 24, 2012
I'm glad you're enjoying this!

Yup, Poseidon was chosen for a reason... :)
Curt-teh-Murt Featured By Owner Oct 24, 2012  Student Interface Designer
No offense, nor do I wish to rush you, but I do hope we get the next installment sooner than we did this one
Lurks-no-More Featured By Owner Oct 24, 2012
I honestly share the same hope! I don't remember when I've last been so stuck so long on a story where I know so certainly where I want it to go...
Curt-teh-Murt Featured By Owner Oct 25, 2012  Student Interface Designer
Well like I said no rush, I'll still be here to read the next chapter, whenever it happens
ThatSeanGuy Featured By Owner Oct 23, 2012
Rarity's weird wizard seduction is without a doubt the creepiest part of this.
Lurks-no-More Featured By Owner Oct 24, 2012
Thank you! I wanted to make it weird and creepy, and I'm glad it's working out.

There are all sorts of very good reasons why Rarity's mother never went back to Hoofsmouth once she got out of there, and why she went hysteric at the thought of her daughter going there. Something that has been lurking in the dark recesses of Rarity's mind, and slumbering in her blood, is waking up now...
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