Night of the Gloomspinner

C4: She's Where?

Just over a half an hour passed and Rainbow Dash had returned to the store, having went back and forth between the two locations several times. Panting, “She's still not there.”

“Maybe seeing ya go back 'en forth like that made her think that yer a spyin' on her?” Applejack suggested.

Rainbow Dash sighed. “I know, but....”

“Um, excuse me,” Fluttershy said after speaking to some bats.

“But nothing, R.D,” Applejack said. “Give her a little bit of time. She'll be home.”

“Everypony, excuse me,” Fluttershy said, trying to get everyponys attention.

“I know, but she was really nice. She said that she was lonely after leaving Canterlot.” Rainbow Dash said. “She doesn't even have a pet.”

“Um, the bats told me....” Fluttershy tried to speak again with nopony paying attention to her.

“You don't want to be like Pinkie Pie and give her the kamikaze friendship assault,” Twilight pointed out.

“Everypony, I know where she is,” Fluttershy said again, still nopony was listening to her.

“What?” Pinkie Pie gasped. “I am not that bad anymore, am I?”

Rarity thought for a moment. “Well, before Cranky Doodle Donkey, there was....”

“Midnight is in the Everfree forest and....” Fluttershy said.

“Wait a minute,” Pinkie Pie countered before Rarity could even mention the pony's name. “If this is about when I first met Pip before Nightmare Night, he was perfectly happy with playing with the Party Cannon and...”

Twilight said, “I'm sure she is perfectly fine. I mean, it is Ponyville. What can possibly go wrong?”

The other ponies and Spike looked at her for a long moment, hoping that she would realize the words she just said and remember everything that the six of them have dealt with since she came to Ponyville. After a few moments of being stared at, she smiled sheepishly. “Um, point taken.”

With that, as if on cue, Spike seemed as if he was going to burp.

Rainbow Dash looked at Spike. “I think something is about to go wrong, Twilight.”

From Spike's belch, a scroll popped out with the seal of Princess Celestia on it. The purple dragon muttered, “Uh oh.”

Twilight giggled a bit. “I'm sure it is nothing to worry about.”

“You better hope that is a note to pick up the princess's laundry,” Rainbow Dash said.

Twilight sighed, levitated the scroll and read through it. Afterwords, she gave a relieved sigh and rolled it back up again. “It is Princess Celestia warning us to stay out of the Everfree forest tonight. She mentioned something really dangerous is out there.”

“What!” Fluttershy gasped too softly for anypony else to hear her.

“What is this something, darling?” Rarity asked.

“She didn't say,” Twilight said.

“What....” Pinkie Pie gasped. “What about Zecora?”

Twilight shook her head. “Last time I got tea from her, she said she was heading home for a couple of weeks. I offered to hut sit, but she said she didn't need a hut sitter, so nopony should be out there.”

“But....” Fluttershy squeaked.

“Really, what could have the princess not send us out to take care of it?” Rarity asked.

“But....” Fluttershy squeaked again.

Twilight shook her head. “She doesn't have us do that often?” The others looked at her for a moment and she nodded. “You're right, but....”

“Midnight's in the forest!” Fluttershy yelled. When she noticed everypony looking at her, she whispered, “Sorry.”

“What?” Applejack gasped.

“Why in Equestria would she go in there?” Rarity asked.

“Especially since her party is waiting here for her,” Pinkie Pie said.

Twilight thought for a moment. “Did your animal friends see her?”

Fluttershy nodded.

“Are you sure about that, Fluttershy, I mean, no offense, but....” Rainbow Dash began.

Fluttershy listened to the bat, who had taken a place underneath a balloon, somehow not popping it with its talons. “No doubt about it. The animals find her very uncomfortable to be around.”

“What do ya mean?” Applejack asked.

Fluttershy listened to the bat again. “They don't quite understand it, but they just have an urge to run away from her. She didn't even do anything to them, but they just need to run away.”

Spike shuddered. “I know the feeling.”

“Hmm,” Twilight thought.

“There's no time for that,” Rainbow Dash said. “If Midnight's in the forest, we have to find her.”

“I agree,” Rarity said.

“She could be lost or scared or....” Fluttershy began to panic.

“What are we waitin' fer?” Applejack asked.

“For the dangerous creatures to go away?” Fluttershy suggested.

Twilight nodded. “Let's get going.”

They ran out the door, leaving Fluttershy to flutter in the air. After she thought that they were out of earshot, she turned around. “Oh well, I can just wait here and...Yow!” Applejack had returned, grabbed Fluttershy's tail and dragged her along.

Twilight stopped at the doorway, “Spike, you should stay here in case she comes here.”

Spike saluted. “You can count on me.”

With Fluttershy in tow, the six of them were on their way to the border of the forest.

*

With Fluttershy being dragged along, the six of them arrived at the border of the Everfree Forest. They stood on the edge of the forest, looking around for tracks that they thought would be Midnight's.

“Twilight, I know the message didn't say what dangerous creature was in the forest,” Rarity asked, “but what do you think might be in there, besides the usual?”

Twilight sighed, shaking her head. “I don't know, but if the princess is sending me a letter to warn me about the danger, then it must be something very dangerous.”

Fluttershy eeped and tried to hide under her hooves.

“An ursa major this time?” Rainbow Dash suggested.

“Cerberus?” Applejack offered.

“Hopefully a fluffy bunny with a really sore throat,” Fluttershy offered.

Twilight sighed. “Whatever it is, we are not here to get rid of it.”

“Not yet, anyway,” Rainbow Dash pointed out.

“We are only here to find Midnight,” Twilight continued. “Then we can wait for the princess to give us instructions regarding dealing with this creature.”

The others agreed.

“I can do a quick fly over,” Rainbow Dash suggested.

Twilight shook her head. “We don't know what kind of monster is in there. Besides, it might be too difficult to see through the trees to the ground.”

Applejack pointed, “Ah found her tracks, y'all.”

“How can you tell?” Pinkie Pie asked.

Applejack pointed. “See that?”

The others looked at the ground where she was pointing. Twilight used her magic to pick up the object and with the light of her horn, she examined it. “It looks like an apple fritter.”

“Yes ma'am,” Applejack said. “That pony loves 'em. I reckon she just brought them out here with her.”

“A casual walk?” Rarity wondered aloud.

Twilight facehooved. “Remind me when we see her again to suggest to the mayor that we write up a pamphlet about different things to avoid in the area so that new ponies will not take late night strolls in the middle of the most dangerous area around town.”

“Fluttershy can help with that,” Rainbow Dash suggested, “she can write a book on everything scary and dangerous.”

Fluttershy replied, getting out from behind her hooves for a moment, “A really big book.”

The six of them shared a quick laugh that lightened the mood before following the tracks, plunging into the dark forest with Fluttershy in tow.

Twilight kept a light lit as they followed the tracks. The six of them wearily glanced into the forest around them, wondering what would jump out and attack them. For the most part, they felt that they were being watched, but they couldn't see what it was. Despite these feelings, they pressed on.

The tracks continued on. Along the way, they noticed another apple fritter on the ground and saw that the tracks turned off the trail. “She went into the deeper woods, y'all,” Applejack pointed out.

Fluttershy trembled and covered her head with her hooves.

“Ugh, I'll get covered in leaves and twigs,” Rarity complained. “How can she even think of going in there?”

Twilight shook her head. “When we find her, you can ask her.”

The six of them continued to follow the tracks. Twilight had brightened her light for the others to see better and Rarity used her own magic to help light the way. The path into the deep woods was difficult and would be hard to follow even in bright light. Rocks and twigs covered the ground and hidden branches caused some of them to stumble. Rainbow Dash lowered her altitude to nearly touching the ground.

Fluttershy, having realized that she wasn't going to get out of this situation and that it was too late to go back, unless she wanted to go alone, had started hovering just off the ground, ducking under low hanging branches. Her instincts screamed at her that something was wrong. Fluttershy first thought that she was feeling her normal fears, but there was something odd about the forest tonight.

“Um, Twilight,” she stammered, trying to get her attention.

Twilight didn't notice, looking around to keep leading them along the tracks in the soft earth.

“Um, Twilight,” Fluttershy whispered again, but with a bit more effort to be heard. Twilight still didn't hear her.

“Um, Twilight,” Applejack said. “Doesn't it feel kinda strange in the forest tonight?”

Twilight paused and the others stopped as well. She thought for a moment before replying, “I haven't noticed anything wrong.”

“Well, I don't spend much time in the woods, dear,” Rarity said. “It is a refreshing change from all of the animal noises.”

“That's it!” Twilight gasped.

“What's it?” Rainbow Dash asked.

“Listen,” Twilight said, allowing everypony else a moment to listen to the area around them.

“I barely hear anything,” Rainbow Dash said.

“Exactly,” Twilight said. “It should be much noisier than it is. We are in the Everfree Forest at night. Owls should be hooting, insects buzzing and grasshoppers and crickets chirping. But not even timber wolves are howling.”

“But there isn't anything at tall. At least, not very close by,” Applejack pointed out, hearing distant noises of various animals, but far more distant than it should be. “Fluttershy, what do ya think?”

Fluttershy shook violently in fear. She landed on the ground with her eyes darting back and forth from tree to tree. She hid behind Applejack and said, “This is not natural, even for the Everfree Forest. Something else is out there.”

“Most dreadful,” Rarity said.

Pinkie Pie had stopped bouncing, having now started feeling the same unease that the others were feeling.

Twilight looked around and swallowed hard. “Let's get going. I think she should be close by now.”

“Maybe I can sneak a peek from up above the trees?” Rainbow Dash suggested.

Twilight shined the light up into the trees, not seeing anything that could be dangerous. “Yes, have a look, just go straight up and down. We don't know what it is that Princess Celestia had warned us about. It could attack you if you start flying about too much.”

Rainbow Dash saluted and shot up into the air, breaking free of the canopy of trees. She looked in the direction the group was traveling and noticed that a hill sat in the middle of a clearing. With the moonlight, she could just barely make out a silhouette on the hilltop as it turned to look at her with red, glowing eyes.

Rainbow Dash gasped and flew back down to the others. “I saw something on a hill up ahead.”

“Could you tell if it is her?” Twilight asked.

Rainbow Dash shook her head. “No, but it had red, glowing eyes.”

Fluttershy nearly took off, but Applejack was able to grab her by the tail and yank her back on the ground.

“Are ya sure, R.D?” Applejack asked after spitting out Fluttershy's tail and keeping a hoof on it.

“Not something that can be easily missed,” Rainbow Dash pointed out.

Rarity gasped. “Whatever it is, I hope it didn't get Midnight. The poor darling must be scared.”

Twilight sighed. “Let's keep following the tracks and see if she went in the direction of that thing with the red, glowing eyes.”

“Okay,” Applejack said, picking up Fluttershy's tail and dragging her along again.

Rainbow Dash clopped her hooves together. “If that thing did anything to Midnight....”

“I'm sure she'll be alright,” Twilight assured her, hiding her own concern.

The ponies, with Applejack dragging Fluttershy along, came upon the hill in the middle of a clearing. They lowered their voices and their lights, not needing the extra light now because the area was bathed in moonlight. The six of them ascended the hill until they could see the silhouette that Rainbow Dash saw.

“There it is,” Rainbow Dash yelled, bursting up the side of the hill.

“Rainbow, wait,” Twilight said, but she was too far away to hear her. The others followed as best as they could.

Rainbow Dash flew up the hill, finishing the ascent in seconds, her face inches from the silhouetted figure. “Where is...”

Midnight's eyes glowed red for a moment as the light of the moon bathed over her face, which was smiling at Rainbow Dash.

“Midnight!” she cheered, wrapping her hooves around Midnight's neck. After a few moments of hugging her, she let go and hovered in the air, whistling innocently, realizing that she had lost her cool.

The others bounded up the hill, with Fluttershy floating in the air, having decided that flying was less painful than being dragged on the ground. They all started asking questions, turning their conversation into a mess of babble that Midnight couldn't hope to understand.

Pinkie Pie hugged Midnight and squeezed for all she was worth. Midnight gasped and cringed in pain for several moments while she was squeezed to what seemed to be an inch of her life. “Pinkie,” she wheezed.

Pinkie Pie innocently asked, “What?”

“Air,” Midnight gasped and Pinkie Pie hugged her one last time before finally releasing her.

The gray unicorn cracked a couple of joints, getting feeling back into her hooves. She cleared her throat and said cheerfully, “Hello girls.”

“Hello girls,” Rainbow Dash said. “What....why would you come out into the Everfree Forest in the middle of the night?”

“Is that what this forest is called?” Midnight asked.

Rarity shook her head. “Darling, I'm sure you're aware of how dangerous this forest is.”

Midnight looked around. “It doesn't seem that dangerous to me.”

Fluttershy fluttered up to Midnight. “There are cockatrices and timber wolves and hydras.” Her eyes darted back and forth in fear.

Midnight paused and looked in the directions that Fluttershy looked. She muttered a relaxed, but questioning, “Oh my?”

Fluttershy landed on the ground and trembled in fear.

Midnight looked down at the trembling pegasus. “Oh, I thought I recognized you. Fluttershy was it?”

She relaxed a bit and looked at Midnight. “Yes.”

“It is a pleasure to meet you,” Midnight smiled pleasantly. “I had told Photo Finish that I was moving to Ponyville and she asked me to say 'Hi' to you if I should bump into you.”

“Really?” Fluttershy asked.

Midnight continued. “We worked on some ads over the years and she comes to my art shows from time to time. She wanted me to tell you 'No hard feelings' and 'You had your reasons for quitting.”

“So, nothing bad happened?” Fluttershy sighed in relief. “To tell the truth, after I had quit, I was a bit worried that something had happened to her.”

“Well,” Midnight admitted, “we did have a hard time finding a replacement for you at the last minute, but we made out fine.”

“Enough of this small talk,” Rainbow Dash said, pushing Fluttershy to the side. “Why are you even out here in the middle of the night?”

Midnight blinked at the swift change of conversation. “Well, I was having a little picnic.”

“A what?” Applejack asked.

“A picnic,” Midnight repeated.

“A picnic at night....” Rarity asked.

“All alone...” Applejack added.

“In the Everfree Forest?” Fluttershy finished.

“Well, I have the picnic at night because I like to look up at the night sky,” Midnight said, her tone turning dreamlike as she looked up. “It provides me with inspiration for my finest pieces.” She turned her eyes downward and meekly pawed at the ground with her hoof. “The alone part is because, well, nopony wants to join me.”

Applejack asked, “So why here?”

Midnight looked up at the sky. “Well, on the train ride from Canterlot, I saw this lovely hill and hoped that it would give me a great view of the sky and the surrounding forest.” She pointed from one end of the sky to the other. “See, the moon and stars practically stretch clear across the canvas of the sky.”

Twilight had followed Midnight's hoof as she pointed. She shook her head, remembering why she was there. “I'm sorry, Midnight, but we really should be going.”

Midnight seemed to have been hurt by the statement. “Well, you are welcome to join me. I'm sorry I don't have much food left to share.”

“Midnight,” Applejack tried to get her attention.

“I can....” Midnight paused, tapping her hoof at the ground.

“Midnight,” Fluttershy said, lifting her head. “It is very dangerous out here at night.”

“But...” she kept tapping the ground.

“Plus, Princess Celestia sent me a letter to tell me that there is something very dangerous out here tonight,” Twilight said.

Midnight stopped and looked at Twilight skeptically. “You are pen palls with the Princess of Equestria?”

Twilight nodded, proudly saying, “Yes.”

Midnight burst out laughing. “You are pen pals with the princess of the sun. That is so funny.”

“It's true,” Fluttershy said.

“We all know the princess, darling,” Rarity said.

“And Twilight 'ere is the princess's personal student,” Applejack added.

Midnight wiped the tears from her eyes and looked at the ponies that surrounded her. Their faces showed sincerity to them that told Midnight that they were telling the truth. With a defeated sigh, she said, “Okay, fine, I'll go gather my things.”

“Let me help you,” Fluttershy offered.

Twilight looked around, “There's no telling what the princess was warning us...”

Fluttershy screeched and dove for cover behind Applejack.

“What?” Midnight asked, looking at Fluttershy. She turned back to her work where her eyes widened and she screamed, too, dropping what she was holding and backing away. “What IS that!”

The ponies turned to look at what Midnight was backing away from. The creature was almost the size of Midnight's picnic basket. It scuttled forward on its eight spider-like legs with a black eye showing up as a stark contrast to the rest of its silver white body. If at all possible, the eye glowed black when it spied the ponies.

“What is that?” Rarity gasped.

“It looks like a big, cutesy wootsie spider,” Pinkie Pie giggled.

“Whoa, cutesy and wootsie are definitely not the way I would describe it,” Rainbow Dash pointed out.

“Whatever it is, it brought friends to help it out,” Applejack said, pointing to the other spider like creatures that followed the first.

Midnight's teeth chattered as she spoke. “We'd best be going now.” She turned slowly to leave. The others followed her lead, gasping when they noticed a swarm of the spider like creatures filling the field that they traveled to get to the hill.

“Our way back is blocked, y'all,” Applejack said.

“They're coming up the other side of the hill,” Rainbow Dash said, having flown a few feet above the ground and saw them on the other side.

“What do we do, Twilight?” Fluttershy asked, trembling.

Twilight looked around and noticed a path that lead into the deeper woods. It would be dangerous, but it was the only option that she could think of. “This way, girls,” she said and took the lead.

The others followed as quickly as they could. As they ran, the spiders took no action against them. Nopony noticed this as they made their way into the deeper part of the forest. They continued to run a ways into the woods, finding a relatively clear area and stopped to rest.

“Twilight, what were those things?” Rarity asked.

“I'm not sure,” Twilight admitted. “But I do believe that they were what Princess Celestia was warning us about. Fluttershy, any ideas?”

Fluttershy was hiding behind Applejack. She peaked around her, answering softly with chattering teeth. “No.”

Midnight was panting the hardest of them all. “I need to do more trotting,” she chided herself. Once she was able to catch her breath, she cast a spell. Her horn glowed red and her eyes glowed bright red for a moment before dimming. After looking around, her eyes grew wide. “Nopony move!”

The other six looked at her, surprise by the sudden outburst. “What is it, sugarcube?” Applejack asked.

Midnight looked around her, dread coming over her face. She gingerly moved as if trying to avoid something that was surrounding her, like invisible walls. “You don't see them?” She moved a little bit more, breathing a sigh of relief.

“See what, darling?” Rarity asked.

When Midnight turned around, she looked at the others, her eyes growing wide again. “We are surrounded by some kind of webbing.”

“Webbing?” Fluttershy gasped, cringing.

“Like a spider?” Pinkie Pie asked cheerfully.

“Yes,” Midnight said, moving towards the others, avoiding the invisible webs.

Twilight looked around. “How can you....” she stopped the question, seeing something that was off. She couldn't place it at first, but she said, “She's right, nopony move.”

“Twilight, do you see them?” Fluttershy asked.

Twilight looked intently on one spot in front of her. Something was wrong, her mind said to her. She looked at the spot with a bright area on a tree in the background and saw something that looked like a line. Like a very thin pencil line had been drawn across the bright area of a tree trunk. It was so thin that it looked like hair or like... “a spider web.”

“You see them?” Applejack asked.

Twilight moved back slightly. “Barely. I just had to get the moonlight to catch it just right, but there is one right in front of me. It is thinner than a strand of mane and deep black.”

Fluttershy trembled and covered her head with her hooves. The other ponies froze.

“Now what?” Pinkie Pie asked, losing her cheerfulness, having genuine concern for the situation.

“I can fly up and over?” Rainbow Dash suggested.

“No,” Midnight said. “It is above us, too. If you fly straight up, you'll run smack dab into the middle of them.”

“How do you see it?” Rarity asked.

“Shadowsight,” Midnight answered.

“Shadowsight?” Rainbow Dash asked.

“A magic spell?” Rarity asked.

“Wow, shadowsight,” Twilight beamed. “I've heard of that spell. I could never find any books with it in it.”

“Really?” Applejack asked.

“I always thought you had every book on magic these is,” Rainbow Dash said.

“Yes, well,” Twilight thought for a moment. “No one has that book. Only five books were made with that spell and they burned in a fire. How did you learn it, Midnight?”

Midnight blushed and tapped the ground with her hoof, “Well, I....”

“Um, guys,” Rainbow Dash interrupted. “Can you two compare notes later.” She had frozen in place in an uncomfortable position, with one hoof up, her one wing extended and her head turned to the side. “I am getting a bit stiff here.”

Twilight sighed, disappointed that she would lose the chance to read a new book. “Right, Midnight, how about you....”

“....find a spot where we can all sit down.” Midnight finished, looking around, picking up a stick with her magic. She traced a rough circle in the ground, avoiding certain rocks and other spots that the others couldn't see why. “There, that is the clearest area around.”

“What about where we came in?” Twilight asked.

Midnight looked in that direction. “It seems that some webbing had fallen over the opening that we came in.”

“A trap?” Applejack offered.

“It would seem so,” Rarity said with a sinking feeling.

“We should think about this once we can get somewhere safer,” Midnight suggested. “I'll walk each of you one at a time to the circle. Just don't fly, the webs hang pretty low. It is amazing that none of us ran into them while we were running in here.”

Midnight moved over to Rarity, who was closest. She directed her, using a bit of her magic to hold a lock of Rarity's hair from moving too far to the side. She asked, “What if we did touch the webs?”

Twilight replied, “We probably don't want to find out.”

Midnight continued to work on the others, directing them slowly, with Fluttershy being the last. Midnight told her with a warm smile, “Trust me,” and held out a hoof. Fluttershy resisted for a moment, seeing the shadowsight creating a faint red glow on Midnight's eyes. She swallowed her fear and took Midnight's hoof, allowing her to be led to the circle. Once everypony had found a spot, Midnight took a spot with them.

“So...where did you learn the spell?” Twilight asked, her natural curiosity taking over.

Rainbow Dash crossed her front hooves in front of her, taking Midnight's advice not to fly. “Figures.”

Midnight blushed again. “Well, I learned it from one of the books before...I caused the fire.”

“Really?” Twilight asked. “No one could ever figure out what caused the fire. You?”

“Yeah, well....” Midnight started.

“No offense,” Rainbow Dash interrupted, “but I think we should be talking about the spiders, don't you?”

Twilight nodded. “Um, yes.”

“Ah have a question,” Applejack said. “Why haven't they come after us?”

“That's....” Rarity said.

“A very good question,” Twilight finished.

“Just what are these things, anyway?” Rainbow Dash asked.

Twilight thought for a moment. “I'm not sure, but what do we know about them so far?”

“Hmm,” Applejack thought. “White spider-like critters.”

“A single black eye,” Rainbow Dash added.

“No sense of humor,” Pinkie Pie added. Everypony looked at her. She shrugged. “Well, they don't.”

“And absolutely gross,” Rarity added.

“I actually think they are kind of cool,” Midnight admitted. “Or they would be if they weren't trying to attack me.”

“They also spin invisible webs,” Twilight added, looking around. “Near invisible webs.”

Midnight thought for a moment. “It would be near impossible for a normal spider to make webs that we couldn't see,” she looked around for a moment, “at least regarding how thick the canopy is over our heads. It should be at least a sheet of black.”

The other ponies reacted with dread at the observation.

“Is it really that thick?” Twilight asked.

Midnight nodded. “Any thicker and it would be walls.”

Fluttershy kept her face buried in her hooves.

“Oh dear,” Rarity gasped.

“Perhaps we should get back ta Poyville?” Applejack suggested.

“Duh, of course we should,” Pinkie Pie said. “Midnight's party is waiting there.”

Midnight blinked. “What?”

“We had a party set up for ya, sugarcube,” Applejack said.

“Pinkie Pie likes to have a 'Welcome to Ponyville' party for any new ponies that move into town, darling,” Rarity added.

“Yes,” Rainbow Dash said. “She throws the best parties.”

Midnight blushed. “Oh, I didn't know. I'm sorry I didn't come.”

“Well...” Pinkie Pie said, “it was supposed to be a surprise party.”

Midnight scratched at the ground with her hoof. “But, you barely know me.”

“Which is the reason why she has the party,” Twilight pointed out. “She threw me a party when I first moved to Ponyville.”

Fluttershy lifted her head out from behind her hooves. “It is always nice to make new friends.”

Midnight's voice became tight. “Thank you. You are all good friends.” She looked at all of them in turn. “You came out here to help me and I....” her eyes started to moisten, “and I have put you all in danger.”

Twilight touched Midnight's hoof. “We've been through worse.”

“We're more worried about getting ya outta here, sugarcube,” Applejack pointed out.

Midnight looked at them in turn and said, “Thank you.” She wiped away the tear that was forming in her eye. “But I don't think that would be possible now. Not in our present situation.”

Applejack sighed. “That may be true.”

“I can fly you out?” Rainbow Dash suggested.

Midnight shook her head. “You can't see the webbing. How will you get back?” She looked at everypony. “How will any of you get back?” she shook her head again. “I think it might be a good idea to teach you two the spell,” she looked at Rarity and Twilight.

Twilight beamed. “Really! You have the book?”

Midnight shook her head. “No, fire, remember?”

Twilight sighed. “Oh, right.”

Everypony let out a quiet laugh at Twilight's reaction.

“Okay, let's give it a try,” Rarity said.

Twilight and Rarity gathered together to hear Midnight. After several moments of magical jargon that flew over every other pony's head and left Rarity staring dumbfounded, Twilight beamed with understanding.

“I think I got it, let me try it,” Twilight said. She gathered purple energy with her horn. When the spell was cast, her eyes glowed red for a moment and remained bright. She looked around in amazement and shock. “Oh, wow.”

“What do you see, darling?” Rarity asked.

“I see....” Twilight continued to look around in amazement. “...everything.”

“What do ya mean?” Applejack asked.

“Well,” Twilight continued to look around like a filly playing with a new toy. “It makes everything bright. I can see everypony as if it were a clear day, but all in shades of gray. Like when we were affected by Discord.”

“Who?” Midnight asked.

“Evil Lord of Chaos and Disharmony,” Rainbow Dash said.

“A most unsavory fellow,” Rarity said.

“After he turned Ponyville into the chaos capital of the world and turned us into the opposite of our elements, Twilight had to save us from ourselves. Then we put him back into stone,” Rainbow Dash put a hoof up in triumph.

“He gave us chocolate milk rain and cotton candy clouds,” Pinkie Pie said. “Well, that wasn't so bad, actually, but....” Everypony looked at her. “What?”

“You defeated him?” Midnight asked, indicating the ponies present.

“It was a team effort,” Twilight said, still enjoying the new spell.

“The same team that defeated Nightmare Moon and freed Princess Luna,” Rainbow Dash added.

Midnight nodded. “I see.” She started prodding the ground with her hoof again. After a moment, she glanced at Rarity, changing the subject, “Why don't you give the spell a try?”

Rarity shook her head. “I'm sorry, but I am not as good with learning new spells as Twilight is. It would take me a week to learn the spell as you described it.”

“Don't worry about it,” Midnight said. “It took me months to learn the spell.”

Twilight looked at Midnight and asked, “Why do you have black pools for eyes under this spell?”

Midnight shrugged. “I don't know, I've never seen my eyes under the spell before.”

“Not even in a mirror?” Twilight asked.

“The spell cancels and ignores light sources, like with burning books,” Midnight explained. “Since a reflection is based on light....”

“Then you can't see your own reflection,” Twilight finished. “Interesting.”

“The spell simply ignores light and makes three dimensional objects appear solid and in gray scale,” Midnight added.

Twilight furrowed her brows. “Why do I see colors sometimes?”

“Your mind is trying to add colors when it shouldn't be able to see any,” Midnight explained. “You'll get used to it.”

Twilight nodded, continuing to look around, playing with a rock and observing it.

Rainbow Dash sat up and crossed her hooves over her chest. “Now that Twilight has a new toy, how is that gonna help us get out of this mess?”

Twilight nodded. “Right, so what do we know so far?”

Midnight tapped at the ground as she listed each item. “Invisible webs, white spider-like creatures with one black eyes. Made a nest and trapped us in it.”

“We're inside its nest?” Rarity asked.

Twilight explained. “Hence the reason why they haven't come in after us. We can't see the webs so it is just a matter of time before we bump into the web and...”

“And what?” Applejack asked.

Midnight explained. “We don't know what the webs do if we touch them.”

“Probably just sticky,” Rainbow Dash suggested.

Midnight shook her head. “I highly doubt it.”

Twilight added, “If they are made to be nearly invisible, then they must be spun with shadow.” Twilight blinked in recognition. She looked at Midnight, who seemed to have the same recognition.

“Spun by shadow,” Twilight said.

“And gloom,” Midnight finished.

Midnight and Twilight said the name together, “The Gloomspinner.”

“Come again?” Applejack asked, perplexed.

Midnight moaned. “Oh no, no, this can't be happening.” She continued to silently mutter to herself.

“What is it?” Rarity asked.

Twilight sighed. “The Gloomspinner is a creature that was locked away in Tartarus for several millennium. Its true form is small, no more than a half a hoof wide, like a big spider. Nopony knows where it came from and nothing has been able to destroy it.”

Midnight hid her head under her hooves, still muttering, “No, no, no...”

Twilight looked at her for a moment before continuing. “It's power is its ability to make spawns of itself. It makes a swarm of creatures called gloomspawn.”

“Like parasprites?” Pinkie Pie grimaced.

Twilight shook her head. “If only they were. The webbing is said to be made of shadows and sorrow, which feeds the Gloomspinner by draining those that touch the webbing. It drains all of their emotions except for gloom and sorrow. When a pony is devoid of all but gloom, the spawn will feed on the body and spin more of the webbing with the gloom in the pony's heart.”

This information left the ponies speechless, even Pinkie Pie seemed to be scared. Midnight continued to mumble to herself and trembled with fear.

Rarity spoke first. “If we are surrounded by webbing, how many have they...?”

Twilight shook her head. “I don't know. I believe it can use animals, too,” she noticed Fluttershy start to become upset. Twilight put a hoof on her shoulder, “Yes, even animals are not safe. But, from what I can see, there is far too much webbing, even in a forest of animals.”

“Doomed,' Midnight muttered.

They looked at her.

Midnight spoke up, “Doomed.”

Twilight looked at her with concerned eyes.

“We're doomed,” Midnight cried, starting to lose what shreds of courage that she had left. She looked around, panicking. The gray unicorn got to her hooves and chose a direction, as if looking for a way out.

“Midnight,” Twilight spoke softly, trying to soothe her. She thought to herself that she shouldn't be here.

Midnight looked at Twilight and stepped back, as if she saw Twilight as a monster. Her eyes darted back and forth as if she were surrounded by monsters. The ponies got to their hooves, saying soothing words to try and comfort her. Midnight panicked and stepped backwards.

“No, Midnight!” Twilight yelled, but it was too late as she watched Midnight touch some of the webbing. In a bright flash, the strands became visible for a moment before disappearing again. Midnight's eyes turned dark and she gasped in shock. Her body slumped to the ground.

“Midnight!” the ponies yelled in unison and tried to help her to her hooves. Their efforts were in vain. She wasn't dead, since she was still breathing, but her eyes showed no emotion other than sadness, as if she had given up on everything. An empty shell with nothing left but sorrow.

“Oh no!” Rarity cried.

“What are we gonna do?” Applejack held her hat in front of her, fidgeting with the rim.

“We have to get her out of here,” Rainbow Dash insisted.

Pinkie Pie ran up to Midnight and grabbed her by the shoulders. She shook the unicorn as hard as she could, yelling, “Party time!” When that warranted no response, she said, “Would you like to see a funny face?” She proceeded to make every funny face she could, but Midnight seemed to stare into nothingness. Pinkie Pie sputtered, “Come on, smile. Please.” When she saw her friend near lifeless, she couldn't think of anything else but to hold her and silently weep.

Twilight held her mouth open in shock. Thoughts ran through her mind and she racked her brain for anything that could work. She tried to help Pinkie Pie by casting the mustache spell on her, which promptly produced a Fu Manchu mustache. She showed Midnight, who continued to stare into nothingness. Pinkie Pie went back to holding her.

Twilight racked her brain again. So many spells, but none specifically able to counter something like this. How does one counter the loss of emotions? An idea dawned on her. Maybe this would be something like what Discord had done? But Discord messed with personality and emotions, not took them away. She decided it was worth a try.

“Quick, girls,” she looked at the others. “What are your memories of Midnight?”

They each shook their heads, having only known her for less than a day. After a few moments, Applejack started off, “She loves my apple fritters. Ah even started setting aside of bag of them for her with her name. She always greeted me with a warm smile.”

Fluttershy mentioned, “I don't know too much about her except that she knew Photo Finish.” She remembered what happened a few minutes ago. “Oh, and when I was scared, she held out her hoof to me and asked me to trust her. I felt that I could trust her completely for that moment. Even behind those spooky glowing eyes, her gaze was warm and assuring.”

“She has such unusual tastes in dresses and fashion,” Rarity said. “Blacks, dark blues and purples and those pieces of spider jewelry.” She thought for a moment. “I have to admit, Midnight is rather daring with her ideas.”

Pinkie Pie held Midnight and stroked her hair gently, sniffing and wiping away a tear. “She laughed when Rainbow Dash and I startled her into hiccups. She beat me at my tricky wordy play.” She hugged her again.

Rainbow Dash took a deep breath to steady herself. “She was really cool with us pranking her. When I saw her walking out of the art store, I helped her carry some of her bags to her home. I told her about my dreams of being a Wonderbolt. She told me about her art and how she loved to draw.” The pegasus sniffed. “That picture that she drew of me was amazing and only in a few minutes. I....” She looked at Midnight and smiled. “I want her to draw the rest of you twenty five percent cooler.”

Twilight nodded, remembering the memories that her friends shared with her and added, “I don't know her that much, myself. She only visited the library for a short time. She's really into horror books and monsters, too. Honestly, she is smarter than she thinks she is. I heard that shadowsight is a really complex spell that many unicorns had trouble learning. After hearing her explain the spell to me, she must have put her heart into learning it.”

After a brief moment, Twilight thought over the memories and gathered them as she cast the spell. It was going to be different from when she had used it with her friends after Discord had corrupted them. Just a few memories to jar Midnight's emotions to return to her. Her horn glowed and she touched it to Midnight's forehead.

The ponies remained silent after Twilight finished the spell, who was panting from the effort, watching Midnight for any signs of change. The gray unicorn groaned as her eyes lost the emptiness in them, filling with emotion. A few blinks and she looked at the others with her soft, violet eyes.

“What happened?” Midnight asked. She looked at Pinkie Pie. “Why do you have a mustache?”

The others joined Pinkie Pie in a group hug. “You're okay.”

Midnight sighed. “Thank you. I really messed up there.”

“You were scared, sugarcube,” Applejack said. “Don't fret none. Yer fine now.”

They released the group hug, except for Pinkie Pie. Midnight said, “You can let go of me now.” The pink pony sniffed and let her go, giving Midnight a warm smile. Twilight cast a spell to remove the mustache.

Everypony took a moment to compose themselves. Twilight said, “I think Rainbow is right. We should really get you out of here, Midnight.”

Midnight shook her head. “That won't work. If Rainbow Dash carried me out, she would have no way to return without risking bumping into the webs. If we all go out the way we came, the spawns will just try to heard us into the nest again. If they couldn't do that, they would attack us. More importantly, there is only one of you that can see the webs, so...”

“Do you want to come with us?” Twilight asked.

Midnight shook her head. “I am just an artist that moved out of Canterlot to have a peaceful life in Ponyville. I can't fight like you girls. I...”

“There is nothing special about us, darling,” Rarity offered. “I'm just a dress maker.”

“I work in Sugar Cube Corner baking and selling,” Pinkie Pie offered.

“Just an apple farmer, myself,” Applejack said.

Rainbow Dash said proudly, “Cloud busting champion.”

Fluttershy lifted her head up and smiled. “I just take care of the animals in the forest.”

“And I'm a librarian,” Twilight said.

“Who happens to be Princess Celestia's favorite student,” Rarity pointed out.

“The point is, sugarcube, ya are not born a hero,” Applejack said.

“I am,” Rainbow Dash said.

“Right,” Twilight said sarcastically. “The point is that we were not heroes. We just happened to succeed where others couldn't. The truth is, as you said, we really wouldn't be able to get you out of here and... we can really use your help.”

Midnight started shaking again. She looked like she was going to panic. When her eyes met the smiling faces of these six brave ponies, her first friends in a new town, she was afraid that if she said no, she wouldn't see them again. After a deep, calming breath, Midnight replied, “Okay.”

“Alright,” Rainbow Dash cheered, putting up a hoof. She said, “Don't leave me hanging.” Midnight hoofbumped Rainbow Dash, who promptly cheered, “Yes!”

“So,” Midnight said. “You plan on going after the gloomheart?”

Twilight nodded, “Yes.”

The others looked at them and Rainbow Dash asked, “What's the gloomheart?”

As they prepared for the journey, Twilight explained, “It is a crystal sphere where the Gloomspinner resides.”

Midnight added, “It can't exist outside of its sphere. If it is smashed, all of the webbing and the gloomspawn will dissipate. The only problem will be finding it.”

Twilight said, “We should split into two groups. Midnight will lead Applejack and Rainbow Dash, since she has less experience in adventuring while I lead Pinkie Pie, Rarity and Fluttershy.”

The others agreed and they began the journey to the center of the nest.