Night of the Gloomspinner

by Dark_Zurite

Rating: everyone
Tags: Original Character, Adventure, My Little Pony: Friendship is Magic, Main 6
Length: 24306

Midnight Azure is an artist that has moved to Ponyville to have a quiet life of painting and admiring the night sky. However she finds out that a quiet life is not to be expected in this town.

Midnight Azure is an artist that has moved to Ponyville to have a quiet life of painting and admiring the night sky away from the bright lights of Canterlot. However, she quickly realizes that a quiet life is something that a pony can't expect to find when she meets a certain six ponies in Ponyville. Not long after, she finds herself in a life and death adventure that may very well change her life forever...

This is just the first story in a series of stories to follow. It begins shortly after the last episode of season 2. Some will be adventures, others will be a slice of life and some will be a bit dark.

*Special thanks to RazielSoulshadow for being my reader, editor and providing some good advice for the story.

Published 2013-08-27 13:40:02 UTC
Last updated 2013-08-27 13:40:02 UTC

C1: A Customer with no taste

NIGHT OF THE GLOOMSPINNER

by

Dark Zurite

C1: A Customer With No Taste

At the Carousel Boutique, Rarity was busy finishing an order for a dozen dresses. With the deadline approaching, she had asked Fluttershy to assist her by playing the part of a dressform. With her unicorn horn glowing light blue and making several sewing materials float about her head, she was putting pins into the dress.

“Ow,” Fluttershy chirped. At this time, the yellow pegasus was thinking that she was more of a pin cushion than a dressform.

“I'm so sorry, darling,” Rarity said, brushing her blue mane from her eyes. “It's just that I am nearly finished with this order and I am just so nervous about getting it done on time.”

“It's okay,” Fluttershy said, stretching her pegasus wings and flicking her pink mane to the side. “I'm happy to help.”

The bell hung over the door to the boutique rang to signal that somepony had entered the building. This also caused Rarity to stick another pin into Fluttershy.

“Ow,” she chirped.

“Oh, dear, I'm sorry.” Rarity is normally happy to have customers, but at this time she really didn't need to have any other distractions. She called out to the showroom of the boutique, “Just a minute.” Turning back to Fluttershy, she said, “I'm sorry, dear. I have a customer.”

Fluttershy smiled sweetly, “It's okay,” relived that she would have a few minutes of respite from the pins being stuck in her. She watched as Rarity left the curtained off area. Through a small opening in the curtain, she watched as Rarity spoke to the customer.

Rarity approached the customer, who had taken it upon herself to sit at a small table that was set up with magazines for her customers to read while they waited for her. The customer had picked up an old issue with Fluttershy on the cover, when she was a model for Photo Finish.

The white unicorn cleared her throat. “Welcome to Carousel Boutique, where every garment is chic, unique and magnifique.

The customer, a unicorn that Rarity had never seen before, peered up over the edge of the magazine, which was levitated by a red glow of her magic. Her violet eyes appeared even more bright when compared to her coat of dark gray. A wave of her black mane fell over to the side of her head to just below eye line and a ponytail hung from the back of her head over her shoulder and she had a short cropped tail, all with a midnight blue stripe parting the middle. The unicorn wore jewelry consisting of amethysts in black spider shaped settings, which hung from her ears, one hung from her horn on a ring, a clasp on the ponytail and a necklace of spiders. Even her watch, most likely custom made, from what Rarity could tell, was a series of spiders locked together and a large spider making the watch face.

The new unicorn lowered the magazine, having it float next to her, and said, “Good day to you. I had heard that you were the best dress maker in town.”

Rarity nodded. “Well, I wouldn't say the absolute best, but I am known for my skill.” She smiled. “I am Rarity.”

The new unicorn smiled in response. “A bit of modesty, that is good to hear. I am looking to have a dress made for me for the next Galloping Gala.”

Rarity's eyebrows rose. “They are passing out invitations for the Gala already?”

The new unicorn shook her head. “No, but I have been invited to them for the past five years in a row. A shame I had missed the last one. I had heard that a group of ponies had completely destroyed the party, first knocking down the statues in the center of the room as well as the pillars , then letting wild animals loose into the ballroom.”

“Oh,” Rarity paused. “Really.”

“It would have been funny to see,” she laughed softly. “I hope that they will be there this time to cause an even bigger disaster than last time.”

Rarity made a false laugh. “Ah, you don't say.”

“Oh yes. The Gala is such a dull dance that I only go to it every other year. Well, anyway, as far as my dress, I tend to give ponies a challenge in making my dress. From what I have seen and heard, you tend to work with very bright colors and multiple types of gems.”

“Yes. Bright and sparkling are my specialties,” Rarity pointed out.

“Which is why I said it would be a bit of a challenge,” the new unicorn smiled with a small hint of slyness to it. “I tend to dress in the darkest of hues, preferring black, dark blue and a deep violet in color. I also like spiders, as you might have noticed by the jewelry. If you can incorporate that in the dress a bit, I would be most appreciative.”

Rarity gasped as such a limited set of colors, before grinning, “I relish the challenge.”

“Great,” the new unicorn said. “I like giving the dress designer plenty of time for the dress to be revised if I don't like the first version, as well as to allow the dress maker to feel more at ease in designing it. Shall I come by for measurements tomorrow?”

Rarity nodded. “That will be most excellent. Early in the morning then?”

The new unicorn shook her head. “Oh no, I don't usually get up until about noon, so if we could make it for two, that will be best.”

Rarity nodded. “Tomorrow at two then.”

“Great, I'll see you then,” the new unicorn turned to leave.

“Oh wait. You didn't give me your name,” Rarity paused before adding, “so I can write it down in my appointment book.”

The new unicorn sighed. “Oh, my apologies, where are my manners. My name is Midnight Azure.”

Rarity thought for a moment, thinking that she had heard the name before, but not sure where. She put it out of her mind, remembering that she had the other order to complete. “Thank you. I look forward to working with you tomorrow, Ms. Midnight Azure.”

“Midnight is fine, Ms. Rarity.”

“Then Rarity will be fine,” the white unicorn replied. “Let's keep it friendly.”

“Agreed, Rarity, see you tomorrow.” Midnight tossed the magazine onto the table, it stayed open to a specific page.

Rarity had noticed that Midnight had a cutie mark of a paintbrush painting a stroke of colors. For a moment, she thought it odd for a pony to have such a bright cutie mark in comparison to the rest of her. Rarity walked up to the table to close the magazine again, noticing that it was opened to a page about the unicorn that just left.

She levitated the magazine to read the article about the gray unicorn as she returned to the area where Fluttershy was waiting. She continued to read the article while using her magic to start levitating sewing materials.

“I think I've seen her before,” Fluttershy said.

Rarity looked up from the magazine. “Really?”

“Oh yes,” she said. “Before I quit modeling, she was speaking to Photo Finish about something.”

Rarity closed the magazine and set it aside. “Did you hear what they were talking about?”

Fluttershy shook her head. “No, they were too far away, but they seemed rather friendly.” She looked at the magazine at a picture of herself when she was modeling. “What were you reading?”

Rarity was busy gathering her pins and was ready to get back to work. “I was reading an old article about her. It mentioned that she was going to use you as a model for one of her paintings.”

“So she is an artist?” Fluttershy asked.

Rarity nodded while she started working on the dress. “The article mentioned that she tends to favor dark art as well as paintings of the night sky and such. Also something about monsters.”

“Monsters!” Fluttershy gasped. “Oh, I hope she isn't angry with me for quitting before I could be her model.”

“Honestly, she seems to be rather friendly. I don't believe you would have anything to worry about.” Rarity continued to work on the dress. “She wanted me to make her a dress for the Grand Galloping Gala.”

“Really?” Fluttershy said, as Rarity had her turn so that she could work on the other side. “If you make her dress as pretty as the ones that you made for us, I am sure she will be very happy.”

“Yes and it may be a big boon for my business, since she seems to be pretty popular in Canterlot. After reading the article in the magazine, it reminded me where I heard her name before. Many of the ponies I was with in Canterlot were raving about her art work. Strangely, she never showed up at any of the parties that I went to. You think somepony whose work was so appreciated would attend every single one of them to boost her business.”

Fluttershy thought about that. “Maybe she's just shy?”

“Perhaps,” Rarity said. “She did give me a challenge with the making of the dress.”

“What kind of challenge?”

“I can only use black, dark blue and violet. She also prefers amethysts and likes spiders,” Rarity said.

“Wow, that is a challenge. It sounds like something more suited for Nightmare Night.”

“Or a funeral,” Rarity added bitterly. “Still, the customer is always right.”

“Well, except for our tastes,” Fluttershy pointed out the disasters that she and her other friends had requested Rarity to make for them.

Rarity let out a soft laugh. “I hope it won't be a repeat of that. However, she was hoping to see the six ponies that caused the disaster at the last dance so that they can destroy it again.”

“See us there to cause another mess?” Fluttershy gasped. “I don't think Princess Celestia will allow us to go back ever again after the last time.”

“Well, she wasn't angry about us causing a mess the first time. However, even with Twilight being her prized student, we shouldn't press our luck.” Rarity finished one last pin, stepping back to make sure the hem was right.

“That's true,” Fluttershy giggled softly, happy to not be stuck with any more pins.

*

Outside the Carousel Boutique, a pink pony was wearing a sombrero with an arrow stuck through the rim, blocking her vision. Every few moments, she would blow on the arrow, causing it to swing back and forth until it rested in front of her again, still partially blocking her vision. She was directing the movements of a rainbow maned blue pegasus flying in the air, gathering storm clouds together. So far, the pegasus was bringing in the tenth one.

“Okay, Rainbow Dash, just move that a little bit to the left.” The pink pony was trying to get the clouds lined up in a row.

“How's this Pinkie Pie?” Rainbow Dash asked.

“Hmm,” Pinkie Pie thought for a moment, measuring with her hooves, blowing on the arrow, causing it to flop about in her vision. “A smidgen to the left.” She waited for the pegasus to move it to the left. “No, I mean my left.”

Rainbow Dash groaned. “They are the same left, Pinkie.”

“Are you sure?” Pinkie Pie asked. “Because I am sure that my left is more leftish than your left could be rightish.”

Rainbow Dash facehooved. “Just tell me where to put it.”

“Okay, Dashie, a little bit more to MY left.”

Rainbow Dash rolled her eyes and complied.

“Now a little bit downish,” Pinkie Pie said. “No, my down.”

Rainbow Dash groaned. “Pinkie, both of our downs are the same.”

“I'm sure that my downish is more down than your downish is.....ish,” Pinkie Pie argued.

“Pinkie Pie!” Rainbow Dash yelled.

“Right,” Pinkie Pie said. “That's good.” She giggled. “I have so many cool pranks to play today.”

“Well, I just can't wait.” Rainbow Dash pointed to the clouds. “Especially the one where the clouds will be used.”

“Oh, I wasn't going to use those in a prank.” Pinkie Pie said.

“You weren't?”

“No,” Pinkie Pie started to giggle. “I just wanted to see how long it would take for you to stop
and ask me that question.” She snorted a laugh. “You stopped at ten. I was expecting you to stop at twenty.” In a fit of laughter, she fell on her back, sending her sombrero flying.

“So you weren't going to use these for anything else?” Rainbow Dash asked.

Snort laughed, coming up for breath. “Nope,” then she went back to laughing.

Rainbow Dash hovered in the air for a few moments, realizing that she had been pranked, and smiled wickedly, “I know one thing that they can be used for.” She kicked the first cloud, starting a chain reaction as the clouds each boomed with thunder one after the other. “Awesome.”

Pinkie Pie jumped at the sound, started giggling and hiccuping. She continued to giggle and hiccup, even after a piece of paper fell on her face and she heard somepony else hiccuping behind her. Midnight had dropped the paper when the hiccups had started. She rolled her eyes, remaining silent for a few moments.

Rainbow Dash flew down and landed next to the two ponies. “Uh, sorry, I didn't see you there. You okay?”

Midnight continued to stay silent, looking back and forth between the pony and the pegasus.

Rainbow Dash looked at Midnight, waiving a hoof, “Hello.”

Pinkie Pie jumped to her feet, the paper still against her face. “We didn't hurt you, did we?”

Midnight remained silent for another long moment, then swallowed hard. “Sorry, was holding my breath to get rid of the hiccups.”

“Oh,” Pinkie Pie rolled her eyes. Then hiccuped.

“So you're okay?” Rainbow Dash asked.

“Sure,” Midnight chortled a bit. “It was kind of funny.”

“Oh good,” Rainbow Dash said. She looked at Pinkie Pie and they both fell on their backs, laughing, with Pinkie Pie hiccuping between belts of laughter.

Midnight used her magic to lift the paper from Pinkie Pie and placed the sombrero over her face, making sure that the arrow didn't stick her. “Was trying to do that to you.”

Pinkie Pie continued to laugh, hiccuping a bit. Rainbow Dash paused before returning to laughing. Midnight couldn't help but let out another little laugh and attempted to walk past them.

Pinkie Pie, seeing that Midnight was trying to walk past her, hopped to her hooves and zipped in front of her, forcing the gray unicorn to take an involuntary step back as she pressed really close to her. “Oh, I asked you your name.” She started bouncing in place with a huge smile.

“No you didn't,” Midnight countered, then hiccuped. “Shoot.”

Pinkie Pie hiccuped. “Yes I did.”

“Nope, I'm sure of it.”

“Of course I did.”

Midnight hiccuped. “No you didn't.”

“Yes,” Pinkie Pie hiccuped.

“No,” Midnight countered.

“No I didn't,” Pinkie Pie hiccuped again.

“Yes you,” she paused, “you're right,” Midnight hiccuped. “You didn't.”

“That's right,” Pinkie Pie said. “I didn't.” After a moment, she paused in mid bounce, hiccuped and gasped. “Wait a minute.”

Rainbow Dash grabbed her stomach and fell to the ground, laughing, “She beat you at your own trickery.”

Pinkie Pie hovered in mid air for a long time in absolute shock. When she landed, she took off her sombrero and scratched her head. “Have I lost my touch?” She hiccuped and decided to try and hold her breath like Midnight did.

Midnight chortled softly. “Don't worry about it. I know a pony that tries to use that trick on me all the time. My name is Midnight Azure. Midnight to my friends.”

“Neat name,” Rainbow Dash got to her hooves and stood next to Pinkie Pie.

“Really?” Midnight said with a bit of surprise, “Most ponies think it is kind of creepy.”

“Yeah, well, it's still cool. I'm Rainbow Dash and this is my friend Pinkie Pie.” She looked at the pink pony, who was turning blue from holding her breath.

Rainbow Dash nudged Pinkie Pie, who let out in one big breath, “Hi!” Then hiccuped again.

“It is nice to meet the two of you.”

“Feelings mutual,” Rainbow Dash said.

“You're new here, right?” Pinkie Pie asked. “Because I know everypony in Ponyville and since I don't know you that would mean that you are new here and are wondering where everything is and we can tell you and perhaps show you around and...”

“Actually,” Midnight cut her off, realizing that it would be the only way to get a word in. “I have been here for a few days now. Just getting my art studio ready and...”

“What are studio?” Rainbow Dash asked, ready to take off.

“Just down the street from Sugar Cube Corner.” Rainbow Dash took off as Midnight watched and finished her sentence, “perhaps a couple of blocks away from it?”

“Really?” Pinkie Pie asked as if not noticing Rainbow Dash take off. She put the sombrero back on her head. “I never noticed it and I work at and live over Sugar Cube Corner.” She blew the arrow away from her face, causing it to flop around. “What kind of art do you sell?”

“Paintings,” Rainbow Dash landed where she had taken off. “Couldn't see too well with the drapes closed, but I saw some of them through the gap between them and they looked pretty cool.”

“Great. I'm sure you'll get lots of business here,” Pinkie Pie said.

Midnight sighed. “I sure hope so.”

“We'll make sure everypony knows about it,” Rainbow Dash added.

“Thank you, you two.” Midnight looked at the paper. “I'm sorry, I really must be going.”

“Did you need help?” Pinkie Pie asked. “With the list, I mean.”

Midnight shook her head. “No, I'll be fine. Wait...” she looked at Pinkie Pie. “How?”

“I read it when it landed on my face,” Pinkie Pie said.

“I see.” Midnight checked her watch. “I'm sorry, I really must be going. Nice meeting you two. We should do lunch sometime.”

“Sure,” Rainbow Dash said, waiving with a fake smile. Pinkie Pie mimicked her, waving until Midnight was out of earshot. Rainbow Dash looked at Pinkie Pie, “Party time?”

Pinkie Pie adjusted the sombrero to ensure that the arrow was hanging right in front of her face, blowing on the arrow to make it start swaying back and forth. She hoof-bumped Rainbow Dash. “Party time.” They whispered plans and took off in different directions.

C2: Getting the Word Out

C2: Getting the Word Out

At the Carousel Boutique, Fluttershy was helping Rarity gather some fabrics that will be used to make the dress for Midnight while Rarity was busy with packing up the rest of the order. When she finished packing the last item, she breathed a sigh of relief, “Phew, finished. Thank you so much for helping me, darling.”

“Happy to help,” Fluttershy replied, bringing over the last few rolls of fabric and laying them next to a dressform. “Is this where you want these?”

Rarity looked up after forming an even pile on the packages. “That will be fine, dear.”

Fluttershy looked at the fabrics, consisting of more than just the ones that Rarity said Midnight wanted to be used. “Will all of them be used for the dress?”

“Not all of them, dearie. I just want to compare the colors and see what will work best for it,” Rarity explained, using a marker to write something on the packages.

Fluttershy noticed one of the dressforms had a dress on it that wasn't part of the order. “Oh, did you want me to remove this dress from the dressform?” Fluttershy asked, pointing to the dress.

Rarity glanced up at it for a moment, then returned to her work. “If you would, dear, please do.”

Fluttershy turned to take the dress from the dressform, only to see it being worn by Pinkie Pie standing in the same pose on top of the dressform. Fluttershy squeaked in fear and hid behind Rarity's plush drama couch.

“What is it, darling?” Rarity asked, looking where Fluttershy was just standing. She gasped. “Pinkie Pie!”

“Party time, girls,” Pinkie Pie leaped in the air, the dress floating off of her and falling back on the dressform. She landed and started bouncing with glee around the room.

Fluttershy peaked out from behind the couch. “Really?”

Rarity watched with dread as Pinkie Pie approached the pile of her hard work. “What is the party for?”

“Not what, who. Midnight Azure, wee,” Pinkie Pie launched into the air and started to come down onto the pile of dresses that Rarity had just stacked.

“Pinkie!” Rarity screamed while Fluttershy hid behind the drama couch again.

Pinkie Pie stopped in mid-air, inches above the pile. She took a step to the left of the pile and landed softly on the floor. “What?” She flashed an innocent grin.

Rarity magically moved her drama couch next to her and proceeded to faint into its cushions. “Oh sweet Celestia.”

Fluttershy, after having lost her hiding space, walked up to the others. “Is this a 'Welcome to Ponyville' party for her?” she asked.

“Yes,” Pinkie Pie giggled. “She beat me at my own trick.”

“What trick?” Rarity asked.

“Oh, you don't want to know,” Pinkie Pie said.

“Yes I do, darling,” Rarity replied, lounging on the couch.

“Nah, you don't,” Pinkie Pie countered.

“Yes I do,” Rarity said, her tone raised slightly.

“Nah.”

“Yes.”

Fluttershy watched, recognizing the trick from when she was in the marketplace and was shopping for food for Angel Bunny.

“No,” Pinkie Pie said.

“Yes,” Rarity said.

“Yes,” Pinkie Pie said.

“No,” Rarity said.

“I said yes you do,” Pinkie Pie said.

“And I said no I don't.” Rarity blinked in recognition.

“Okay, have it your way,” Pinkie Pie bounced gleefully in the air. “Wee, still have it.”

Rarity sighed. “Oh, that trick. You used it in the marketplace and taught it to Fluttershy.

“I wasn't a very good student,” Fluttershy admitted meekly.

“Oh no,” she patted Fluttershy's head, ”you did just fine for your first time.”

“So you are going to host a party for Midnight Azure, you said?” Rarity asked.

“Yes. At Sugar Cube Corner,” Pinkie Pie replied.

“Is she a nice pony?” Fluttershy asked.

“Yes she is,” Pinkie Pie said.

Rarity sighed. “I wonder about anypony that can match wits with you, Pinkie.”

“Me too. Well, see you there. I gotta tell Applejack.” With a flash of pink and a breeze, she left the building. The wind was so strong that the stack of packages started to tip over. Rarity ran up to them and tried to hold them in place. Fluttershy helped her and they were able to set the pile straight.

Rarity sighed in relief. “Phew.”

“Well,” Fluttershy said. “I guess I should head home and get ready for the party.”

Rarity sighed. “Which usually means preparing for a disaster.”

“I, uh, think I should wear my helmet,” Fluttershy trembled slightly.

*

Rainbow Dash was heading for Twilight Sparkle's library tree house. After that, she would go to tell Applejack in the market. Well, whoever got there first. Then they would all start getting ready for the party.

Rainbow Dash closed in on the library. At the door, Spike, Twilight's assistant and baby purple dragon, was opening the door to the library, carrying a stack of scrolls. As always, he was hard at work today. Perfect timing for him to open the door, she thought, as she flew low and passed right over Spike's head.

“Whoa,” the baby dragon jumped, tossing all of the scrolls into the air.

“Sorry Spike,” Rainbow Dash said as she passed by, touching down for a landing next to a purple unicorn.

The purple unicorn was using her magic to move books around, reading through them quickly and carefully placing them on a pile. She barely spared a glance up. “Hi Rainbow Dash.”

“Hey Twilight,” Rainbow Dash responded. “What are you doing?”

“I just received an order of new books and was trying to figure out where to put them in the library,” She floated one in front of Rainbow Dash. “There is even a new Daring Do that you can check out. I can reserve it for you.”

“Oh really, thanks Twilight,” Rainbow Dash gasped, grabbing the book out of the air and hugging it close. “I have read the other books in the series at least three times so far. It will be awesome to read a new one.”

“You know there are other books,” Twilight pointed out.

“I know,” Rainbow Dash admitted. “You can read those, I'll stick to these.”

“Well, once you finish that one, I'll see if I can find another series you will like.” Twilight levitated the book out of Rainbow Dash's hooves. “So, what brings you here? You said you were going to hang out with Pinkie Pie today.”

Rainbow Dash reached for the Daring Do book as if a child's mother had taken her favorite toy away. Once Twilight's question had sunk in, she replied, “Oh, Pinkie says party time.”

Twilight lost concentration on the books floating in the air, causing them all to hit the floor with a round of thuds. “What, again? Didn't we have an after after after birthday party for Gummy last week?”

Rainbow Dash was able to grab the book before it hit the floor and started to read it. “Oh, yeah, that was awesome. But this is for a new pony.”

“Ah, one of Pinkie's 'Welcome to Ponyville' parties. That would explain it.” Twilight went back to organizing the books. “Who is it for?”

Rainbow Dash didn't look up from the book when she replied, “Midnight Azure.”

“Hmm, never heard of her,” Twilight admitted. “Did you meet her?”

Still without looking up, she replied, “Yep. She is pretty cool. She even out pinked Pinkie Pie.”

Twilight dropped the books again. “Out-pinked Pinkie Pie. What in Equestria does that even mean?”

“You know how she haggled with the mare at the stand for peppers for you a week ago?” Rainbow Dash asked, her nose firmly in the book.

“Oh yea,” Twilight recalled with a smile. “Saved me a bunch of bits on those.”

“Yep. She out-pinked Pinkie Pie at her little trick.”

“Ah, I see. That is pretty cool,” Twilight went back to her organizing. She giggled, “Perhaps a bit scary.”

“Yep. She'll be coming by pretty soon, too.” Rainbow Dash said.

“How do you know?”

“Pinkie read her list.”

“What's going on?” Spike asked, carrying the scrolls over to Twilight, who had started to read through them and organize them.

“Pinkie is having a 'Welcome to Ponyville' party,” Rainbow Dash explained.

“Great, I love Pinkie's parties,” Spike brightened.

“Wouldn't be the same without ya,” Rainbow Dash said, rubbing his head.

Twilight finished going through the scrolls and placing them on the shelf. “We'll be there. When and were will it be?”

“Later tonight,” Rainbow Dash closed the book and tucked it under her wing. “Pinkie is telling Rarity and Fluttershy and we will both see who can tell Applejack first. See ya.”

“Wait, I have to...” before Twilight could even begin the sentence, Rainbow Dash was gone, “...check the book in. Oh well, she'll bring it back when she is finished. She always does.”

“What do you think this new pony is like?” Spike asked.

The door to the library opened and she mumbled, “I think we are about to find out.”

Twilight saw a gray unicorn walk in. The amethyst spider jewelry made it appear that spiders were crawling out of her mane. Not recognizing her, she figured that this was the new pony. “May I help you?”

Midnight approached Twilight. “Hello, I am just looking for a good book and to get a library card.”

“Sure,” Twilight said. “I've just received some new books and was working on reorganizing the books to fit, but I can help you with finding one. As for the library card,” she looked around and called, “Spike!” But he was nowhere to be found. “Spike, where are you?” She didn't hear him respond. “Hmm, I wonder where he went?”

“Who?” Midnight asked.

“Spike, my baby dragon and assistant. I was gonna have him get the form for the library card, but I don't know where he went.” Twilight looked around the room for another moment and gave up the search. “Oh well, let me get the form for you.”

Midnight looked around nervously for a few moments. “Thank you.”

Twilight found the form, using her magic to place it on a table for Midnight with ink and quill. “There you go. Just fill that out and I'll have a library card for you in a few minutes. Now were there any books that you were looking for in particular?”

Midnight started filling out the form. “Do you have Ponies of the Night?”

Twilight thought for a moment. “No, sorry. That was a great book, but for some reason, this library doesn't have it.”

Midnight sighed. “Fang of the Werepony?”

“No,” Twilight shook her head. “There aren't many horror books here.”

Midnight looked up. “Why not?”

Twilight shrugged. “I don't know. When I first came here, I noticed that there were only the classics, like Dracupony, Frankenpony, but only a few newer books. You are the only one that ever asked about other books besides those, so I never thought to order any.”

Midnight finished the form and floated it over to Twilight. “Do you have any books on zombie ponies?”

“We have Pony of the Dead,” Twilight said.

“I read it,” Midnight said.

“So have I. It gave me nightmares,” Twilight admitted.

“Me too, that's why I liked it,” Midnight flashed a slightly wicked grin.

Twilight was suddenly taken aback from the grin. She took a moment to compose herself after Midnight stopped smiling and in a flash of magic, a card was floating next to the form. “Here you go.”

Midnight placed the card in her saddlebag. “Thank you.” She paused, remembering something. “Do you have any books on ancient monsters? It will help me with my work.”

Twilight nodded. “Sure, just a moment.” She looked around for Spike again, but decided that it would be faster if she got it on her own. From a bookshelf, she levitated a book. “The Tome of Dreadful Creatures,” Twilight explained. “Has a lot of information in it.”

Midnight blinked in surprise. “Wow. This library has such a rare book, but it has almost no horror books?”

Twilight shrugged. “Well, it was part of my personal collection. I decided to add it to the library when I moved to Ponyville. Nopony checked it out.”

“I'll be happy to be the first,” Midnight said. “I haven't read it in years.”

Twilight passed the book to Midnight, who took it gingerly. “Here you go. Might I ask what kind of work you do that would require such a book?”

“I am an artist,” Midnight explained, tucking the book into her saddlebag. “One of my specialties is painting monsters. It helps to know about them to paint them better.”

Twilight nodded. “Makes sense. Do you have a favorite monster?”

Midnight explained. “Anything that reads 'spider-like' also means 'I must read.”

“I figured with the jewelry,” Twilight said. “Did you need anything else, Ms. Azure/”

Midnight paused. “How did you know my name? You didn't even open the scroll.”

Twilight smiled. “The magic spell allowed me to read the paper at the same time for errors,” she lied.

Midnight thought for a moment. “Never heard of a spell that did that, but magic is not my talent.” She shrugged. “You can call me Midnight. Might I have your name?”

“Oh sure. Twilight Sparkle. It's nice to met you. Just call me Twilight.'

“Okay, Twilight,” Midnight smiled.

“So, I would assume that you plan on being in Ponyville for a while?”

“Yes. I just moved here. I will be opening an art studio in town, so not planning on going anywhere anytime soon.”

Twilight nodded. “Well, welcome to Ponyville. I'll put in an order for horror books.”

“Thank you very much.” Midnight checked her watch. “I'm sorry, I have to get going. I'll be seeing you around.”

Twilight replied. “Sure.”

After Midnight left, Twilight went back to organizing the books.

“Is she gone?” Spike asked, slowly peeking out from behind the door of a closet.

“Spike, that was rather rude,“ Twilight scolded him.

“I know, but,” he looked around. “I couldn't help it.”

Twilight paused in her work. “Really?”

“Yeah. Well, I really wanted to meet her, but the instant she was walking through the door, I had this feeling that I should run and hide.” Spike calmed down. “I'm sorry, Twilight. It was something like, what is that word?”

“Instinct,” Twilight offered.

“Yes, that's it. Instinct.” He started helping Twilight with the books.

Twilight thought for a moment. “It is okay, Spike. I think I know something about this.”

“About what?” Spike asked.

Twilight didn't respond. Instead, she started looking through her books, hunting for something.

*

Rainbow Dash read the latest Daring Do book as she flew to meet up with Applejack. Her friend, the blond haired, orange “cowgirl” pony, complete with hat and southern accent, would be in town at her stand selling her apple products from Sweet Apple Acres. She narrowly missed several hanging poles and barely avoided a building as she flew. She also missed Applejack's stand several times as she passed by, too entranced with the book.

When she was finally able to take her eyes away from the book long enough to pay attention to where she was flying, she navigated to the area where Applejack's stand would be. She also noticed that Midnight was in line at the stand and decided to hide behind a building so that she wouldn't be seen. Not that Midnight would ever guess that they are having a party for her, but better not to offer the chance to ruin the surprise. From where she was hiding, she could hear Applejack quite well.

“Howdy folks! Ah've got the best apple products straight from Sweet Apple Acres. We've got apples, apple fritters, apple fries, apple juice, apple pie and...” she noticed she ran out of items to list, “and apples. Come 'en get some of these great favorites.”

Rainbow Dash ignored the other ponies as they chatted with Applejack, until Midnight stepped up to the stand.

“Howdy Midnight, what can ah do ya for?”

Midnight smiled brightly. “Always a pleasure to see you, Applejack. I'll take the usual.” She checked her list. “Oh, yes, and some apples and a couple of bottles of apple juice, please.”

“Ya got it, sugarcube,” Applejack replied, gathering the items together and pulling from behind the stand a bag specifically marked, “Fritters for Midnight” on the side. She placed them in a bag and passed them over to the gray unicorn. “Will five fritters be enough?”

Midnight took the bag with her magic, paid and replied, “Oh yes, but tomorrow, let's make it four. I've gained a bit of weight.” She placed them in her saddlebag.

“Of course. Be seeing ya tomorrow?”

“If you keep making those apple fritters of yours as good as you do, you bet you will.” Midnight left, already munching on one of the fritters.

Rainbow Dash watched Midnight walk away before she flew down to meet up with Applejack. When she landed, Applejack was working on filling her stand with more apples from a barrel next to her. She looked up, “Howdy RD, what's up?”

Apples exploded all over as Pinkie Pie popped out of the barrel and yelled, “Party time, AJ!”

Applejack jumped in shock, her hat flying off of her head and she landed on her rump. “Pinkie, what in tarnation are ya doin'?”

“Oh, I wanted to tell her,” Rainbow Dash groaned.

“Too slow, Dashie.” Pinkie Pie giggled as she climbed out of the barrel.

Applejack picked herself up, dusted herself off and put her hat back on. “A party, tonight? As in tonight tonight?”

Pinkie Pie bounced gleefully. “Yes, tonight tonight.” She paused and her eyes squinted to slits, bringing her face inches away from Applejack's. “Are you girls hiding something from me again?”

Applejack tried to move away from Pinkie Pie, but she kept an inch away from her. “No, ah was jus' wonderin'.”

Pinkie Pie moved back and hopped into the air again. “Yippie!”

“So, what's the occasion, Gummy's after after after after birthday party?” Applejack asked.

“No, we might have that tomorrow night,” Pinkie Pie said.

“We're having a 'Welcome to Ponyville' party,” Rainbow Dash said.

“Really, fer who?” Applejack asked.

“Midnight Azure,” Pinkie Pie said, pointing in the direction that the unicorn had just left in.

“Oh good, she is rather nice. Been comin' to ma stand fer the past three days and been buying apple fritters. I reckon I should bring some 'en....”

Applejack was knocked down on the ground again, this time with Pinkie Pie pinning her. “She had been here for three days and nopony told me? You didn't tell me?” Her eyes were now inches away from Applejack's. “Me, of all ponies.”

“What, ya didn't know? She asked me where to buy some sweets and ah directed her to Sugar Cube Corner. She has her studio just a few blocks from there. Ya never noticed her?” Applejack tried and failed to squeeze out from under Pinkie Pie.

“Didn't see her? How could I....” she thought for a moment. “Oh, well, I was busy watching Mr. and Mrs. Cakes twins lately.”

“And I've been busy with the stand,” Applejack struggled. “Now get offa me.”

Pinkie helped Applejack to her hooves and put her hat on her head backwards. “Sorry, Applejack.”

Rainbow had collapsed on the ground laughing when Pinkie Pie had pinned down Applejack. She stopped laughing long enough to ask, “So you'll be there tonight?”

“Of course. Wouldn't miss it. Like ah said, I'll bring some fritters, too. She really seems to like 'em.” Applejack took the hat off and put it on right.

“Great, we'll see you there. Sorry, no written invitations. No singing, either.” She shrugged, “Short notice.” Pinkie Pie put the sombrero back on her head and blew on the arrow, making it flop about. She was gone in a flash and popped back again. “Oh, gotta get ready. Don't forget, at Sugar Cube Corner, be there.”

“See ya there, AJ,” Rainbow Dash took off and Pinkie Pie was gone again.

Applejack dusted herself off again and took her place behind the stand, seeing the line forming. “Howdy, folks, sorry 'bout the delay.”

C3: Party Prep

C3: Party Prep

Sugar Cube Corner was a madhouse of bustling activity accompanied by the sounds of a cannon going off. Pinkie Pie took full advantage of the speed and precision of the Party Cannon, as she used it to set tables with decorations and party favors. Rarity and Fluttershy were busy putting on finishing touches and setting up games. Applejack was baking the cake while Twilight and Spike worked on getting the ice cream.

“What?” Spike cried, having the tub of ice cream taken away from him.

“I said to wait on the ice cream. We don't want it melted before actually have it for the party,” Twilight said.

“I was just gonna have a little bit,” Spike said.

“How's it going?” Rainbow Dash asked, leaning against a window sill from outside with her eyes glued to the Daring Do book.

“We'd be moving a lot faster if I didn't have to keep Spike's claws out of the ice cream,” Twilight glared at Spike, using her magic to take the tub away again.

“I wasn't gonna have any, honest,” Spike countered.

“So, the lid had magically popped off of the top?” Twilight pointed out.

Spike smiled sheepishly. “Maybe I should go help Applejack?” He whisked away in a heartbeat.

Twilight sighed.

“Anything I can do to help?” Rainbow Dash asked.

“Well, actually,” Twilight thought for a moment. “Maybe you can keep an eye on Midnight and let us know when she is going to be stopping by. Now Pinkie Pie said that Sugar Cube Corner was definitely on the list, right?”

“Yep,” Rainbow Dash continued to read the book.

Spike walked by, carrying mixing bowls with the remains of batter, ready to start licking them clean. “You know, Twilight, not everypony follows everything on their checklists.”

“I know, it's so terrible,” Twilight gasped.

Rainbow Dash stifled a laugh.

“Just let us know if she is heading this way,” Twilight said.

Rainbow tucked the book under her arm and said, “No prob,” and took off.

*

Rainbow Dash scanned the town, trying to see if she could spot Midnight. It was getting late and the sun would be setting soon. More importantly, the Daring Do book was in her hooves and she was having a hard time finding a spot and the time to read it.

After several more passes over the area that she remembered Pinkie Pie mentioning was on Midnight's list, she saw her entering an arts and crafts shop. Rainbow Dash figured that she would be in there for a while, being an artist after all, which would give her some time to get a few pages into the book. She took a position on a roof, just out of sight, but allowing her an easy view and started reading.

After about thirty minutes, Rainbow Dash had finished three chapters in the book. She groaned, stretching out the crick in her neck and flexed her wings, cracking them. She had been sitting in that same position for the entire time, glancing up every few minutes to see if Midnight had exited the building. She said, “What is she doing, buying out the store?”

The door to the arts and crafts shop had opened and Midnight stepped out. Several bags floated in the air around her and several others were strapped to her back. She was having a hard time carrying the bags, moving very slowly as she walked, seeming to have problems with carrying some of the bags with her magic.

Rainbow Dash stared for a moment at the sight. “Maybe she did buy out the store.” She closed the book, deciding that she should lend a hoof. Before she finished that thought, she was gliding in for a landing and walking with Midnight.

Midnight grimaced at the strain of her burden. She glanced at Rainbow Dash, “Oh, hello again. Have you been following me or something?”

Rainbow Dash paused for a moment. “Um, no. I mean, did you need help with those?” She pointed a wing at the unicorn's cargo.

Midnight brightened a bit. “Oh thank you.” She levitated the bags she was carrying with her magic, taking a deep breath as if feeling relieved from a heavy burden. Rainbow Dash felt the bags and commented to herself that the bags weren't that heavy, remembering the times Rarity lifted even more than this. “Keeping those afloat was giving me a headache.” She trotted along as if the cargo on her back weighed nothing.

Rainbow Dash offered, “I can help you with the rest of those?”

Midnight smiled. “Oh thank you, but no. I'm fine. Just those were giving me trouble.”

“Really?” Rainbow Dash felt the bags again.

“Oh yes. I'm not very good at magic. Even with the levitation spell, I can lift a pencil or a few brushes. Anything heavier is a strain.”

Rainbow Dash was flying a few feet off of the ground now. “That's odd. Almost all of the unicorns I know are pretty talented with their magic.”

Midnight shrugged. “I'm pleased to be the first unicorn that you met that is not.”

“Heh, it's always awesome to meet new friends.”

“Yes it is,” Midnight agreed. “So what do you do around here, besides spying on unicorns carrying more bags than she should carry?”

Rainbow Dash flew around just over Midnight, avoiding spilling the bags and dropping the Daring Do book. She hovered a few feet off the ground. “I'm the greatest flier in Ponyville. Oh, I'm also a cloud buster.”

“I see. Do you know if it will be raining in the next few days?”

Rainbow Dash thought back to the schedule. “Well, there is going to be rain a few days from today.”

Midnight nodded. She took out her list and jotted something down, thought for a moment and asked, “Will it be during the day or at night?”

Rainbow Dash thought for a moment. “It is going to be an all day storm. Should be cleared up by the next morning and it will be sunny and warm.”

Midnight smiled, nodded and jotted something down on her list before tucking it away. “Thank you.”

“Why did you want to know?” Rainbow Dash asked.

“Oh, well, I tend to take long walks at night,” Midnight replied.

“At night, really?” Rainbow Dash asked.

“Yes. I love the night air and the moon and stars,” Midnight said. “So different from the bright and sunny day.”

Rainbow Dash tried to make her words sound spooky, “Aren't you scared of the things that walk around at night?”

Midnight looked downcast at the ground for a moment and replied softly, “No, not really.”

Rainbow Dash landed on the ground next to Midnight. “You seem pretty brave. Are you athletic?”

Midnight shook her head. “Nope.”

“Do you like animals? I have a pet turtle named Tank and....”

“Animals don't like me,” Midnight cut her off.

“Really? I'm sure Fluttershy could help you with that.” Rainbow Dash said.

Midnight stopped. “Fluttershy? You mean the yellow cream colored, pink maned pegasus that Photo Finish made into a star and suddenly left?”

“Yep,” Rainbow Dash nodded.

“Why did she go? Photo Finish and I were hard pressed to get somepony to model for a commission we were working on.” Midnight's tone became hard.

Rainbow Dash noticed the change in mood. “Well, Fluttershy isn't the type of pony to stay in the spotlight. Frankly, it's amazing that she continued modeling for as long as she did.”

Midnight nodded. “I see.”

“So...”

Midnight asked. “So...what?”

“So do you have any hobbies?” Rainbow Dash asked.

“Well, as you know, I'm an artist. I paint. Oil is preferred, but I do use acrylics from time to time. Small bit of sculpting here and there. Besides that, I like to draw.”

“Like what?”

“The night sky. The moon. The land blanketed in darkness,” Midnight shrugged. “Oh, and monsters, zombie ponies and other things.”

“Really? Never seen a painting of a zombie pony before,” Rainbow Dash admitted.

Midnight laughed lightly. “Well, hopefully you'll be able to see my work in everyponys home in town.”

“Don't worry,” Rainbow Dash said. “I'm sure you'll do just fine here.”

Midnight sighed. “Thank you, that means a lot.”

Rainbow Dash hefted the bags for a moment. “So, where are we taking these?”

“My studio, of course,” Midnight said, leading the way.

*

Rainbow Dash and Midnight chatted as they walked down the street. Rainbow told Midnight about Tank and about her other friends, even her old friend Gilda and that she had been friends with Fluttershy since they were fillies. Also mentioned how she saved Rarity and three members of the Wonderbolts and made a sonic rainboom, which the latter she was most proud of. Went on and on about her dream of becoming a Wonderbolt.

Midnight pointed out that her life was lack luster compared to Rainbow Dash's. She is a popular pony in Canterlot and how her paintings were sought after by almost every pony there. She mentioned her friends in the city and how much she missed them. With a sigh, she told Rainbow Dash she didn't have a pet.

“I'm telling you, you should ask Fluttershy about finding a pet,” Rainbow Dash suggested.

“I don't think so, Rainbow Dash,” Midnight insisted.

“Oh come on. Fluttershy takes care of all the animals in the forest. She helped me find Tank, I'm sure she'll be able to find one for you.”

“No, thank you, I....”

“Maybe a bat?”

“No, well, that would be cool, but...”

“Maybe a dog or a cat?”

“Not really, I'm....”

“Maybe a toothless alligator, like Pinkie Pie has?'

“No, I....How did she acquire a toothless.....”

“Or maybe a....”

“We're here,” Midnight said forcefully enough to cut Rainbow Dash off. “Thank you for the help.”

Rainbow Dash stopped mid sentence of mentioning a flying squirrel. “Oh, we are. Alright, then. Maybe I can....”

“Oh, I can take care of them from here,” Midnight said. “Just help me bring them inside.”

“Oh, sure,” Rainbow Dash helped bring the bags into the building. She didn't get to see too much inside, since none of the lights were on. She did notice that Midnight took a pad and pencil out of one of the bags.

Rainbow remembered the party and decided that this would be the best time to get Midnight to go to Sugar Cube Corner. “Hey, did you want to...”

“Hold still,” Midnight said, creating a light for her to see and moved the pencil about on the pad. Every few moments, she would glance up at Rainbow Dash and return to the pad.

“What are you doing/” Rainbow Dash asked skeptically.

Midnight paused from her work. “I just wanted to thank you for helping me with the bags.”

“Aw, you don't need to thank me. It was fun talking to you,” Rainbow Dash said.

“Please, I insist. If you can just hold still for a moment,” Midnight insisted.

Rainbow Dash complied, feeling a bit impatient waiting around. She started tapping her hoof and rolled her eyes about, glancing left and right as Midnight continued to draw. When the waiting started to wear on her nerves, she opened her mouth to say something.

“There, done,” Midnight said, finishing by signing the corner.

“Okay, let's see,” Rainbow Dash said, moving to look at the page.

“No,” Midnight said, playfully keeping it from her.

“Aw, come on,” Rainbow Dash said.

“No,” Midnight said, sticking her tongue out at her with a wink. With a playful smile, she showed her the drawing.

Rainbow Dash's jaw dropped as she looked at the picture for several minutes. A picture of her in a pose that showed her looking back, as if she were walking away with a swagger and a look in her eyes as if she knew she was cool.

“Wow,” Rainbow Dash gasped.

“It is not my best work, but it was on the spur of the moment,” Midnight admitted.

“No, I just can't believe it,” Rainbow Dash gasped.

“What? Did I mess up on something?”

“No. You made me look twenty percent cooler.”

Midnight sighed. “Darn. I was hoping it was twenty five percent cooler.”

“Thank you, I really like it,” Rainbow Dash said.

Midnight smiled. “I'm glad you do.” She used her magic to tear out the page and passed it over to Rainbow Dash. “Here, you keep it.”

“Oh really, thanks,” Rainbow Dash took the page very carefully and thought to fold it and place it in the book. She decided that it might get ruined with a crease in the center and decided to try laying it flat in the book and be careful not to ruin it when she flew back to Sugar Cube Corner. She turned to Midnight and said, “Thanks a lot. You wanna hang out tomorrow?”

Midnight nodded. “Sure, that depends. Where would you like to meet?”

“How about I just meet you,” Rainbow Dash said. “I fly really fast so it won't take me long to find ya tomorrow.”

“I noticed. See you then,” Midnight said, entering her studio and closing the door behind her as Rainbow Dash flew off. Ignoring the fact that she was still carrying the Daring Do book, she flew back to Sugar Cube Corner as quick as she could. Hopefully Pinkie Pie would have something that she could put the picture in. A frame or something.

She opened the front door. “Surprise!” everypony yelled. Rainbow Dash fumbled with the book from the shock, but was able to keep it from launching into the air, breathing a sigh of relief.

Pinkie Pie bounced up. “Hi Dashie, where...”

“Pinkie, do you have a frame?” Rainbow Dash asked.

Pinkie Pie blinked. “Oh, sure.” She bounced off to another room, humming a song.

“Hey, Rainbow, finished the book yet?” Twilight asked.

“Oh, no, but look,” Rainbow Dash said, opening to the page where she had slipped the picture. “Midnight drew a picture of me.”

The others looked at the picture.

“Wow, that looks almost real,” Applejack said.

“Darling, I think she made you, how did you say it,” Rarity thought for a moment, “twenty percent cooler?”

“Actually, I think it is twenty five percent,” Rainbow Dash said.

Pinkie Pie bounced in the room, passing a frame over to Rainbow Dash. “Here you go. Oh wow, is that you?”

“Yeah,” Rainbow Dash said. “Midnight drew it for me.”

“How long did it take?” Fluttershy asked.

“Well, I admit, I was getting a bit impatient. A few minutes, maybe,” Rainbow Dash estimated.

“Wow, that's good,” Fluttershy said.

“Oh, look at her signature,” Rarity said, pointing a hoof at it.

Rainbow Dash quickly took the page and gingerly slipped it into the frame. Once she felt it was safely there, she asked, “What about the signature?”

“I've seen that signature before on art pieces in galleries and in many of the most posh of ponies' homes and places of business during my last visit to Canterlot.” Rarity explained. “Her art work is very popular in the city.”

“Really?” Twilight asked. “I was never really an art lover.”

“Oh yes, dear,” Rarity pointed at the signature. “There is no mistaking the way she signs her pieces. Just an 'M' and a 'Z” forming together in such a way to kind of form an 'A' when brought together. I've heard ponies pay more for a commission from her than for anything I've made.”

“Wow,” Twilight said.

“Then why in Equestria would she wanna come here if she is so popular there?” Applejack asked.

“Well there is one thing she is not doing. That is coming to her party,” Pinkie Pie pointed out, her hooves on her hips, looking at Rainbow Dash.

Rainbow Dash blinked for a moment, then facehooved, “Oh no, I was so excited by the drawing that I forgot to mention coming here.”

“Oh silly,” Pinkie Pie giggled. “Well, why don't you go and bring her here now?”

“Yeah, I'll bring her here.” She thought to pass the drawing to Pinkie Pie, but decided to pass it to Rarity instead. “Can you watch this for me while I'm gone?”

Rarity took the framed picture with her magic. “Of course, darling. Hurry back.”

“Count on it,” Rainbow Dash said, zipping out the door and flying towards Midnight's studio.

In only a few moments, she landed in front of the studio and knocked on the door. She waited a few more moments and knocked again, yelling, “Hello, Midnight. Are you in there?” After a few more moments of silence, she knocked and tried the door. Locked. She peered through the glass door, seeing the sign. 'Coming Soon. Midnight Azure's Studio of the Night and Beyond.'

“Interesting name,” she said, noticing another sign.

'Be back later.'

Rainbow scratched her head for a moment. “Where would somepony go this late at night? She did mention that she usually went out for walks at night.” She knocked on the door again and after not receiving a response after a couple of minutes, she shrugged her shoulders. “Should have told her earlier. Maybe I'll do a quick fly over the rest of town.”

Rainbow Dash took several minutes to fly about the town. It was getting a bit dark, but she was still able to see well enough. There weren't many ponies out now, but Midnight was nowhere to be found.

“I guess I'll stop by her place later,” she sighed, returning to Sugar Cube Corner.

A loud “Surprise!” greeted her as she strolled through the front door. Her friends sighed when they noticed that Rainbow Dash was alone and Pinkie Pie said, “Shoot.”

“Where is she, darling?” Rarity asked.

“We have a big cake waiting for her,” Pinkie Pie said, pointing to the cake that was sitting on the table. It read, 'Welcome to Ponyville, Population, Friends.'

“And ah brought apple fritters,” Applejack pointed to a large stack that sat on the table with a sign that read, 'To Midnight, from Applejack.' Another smaller stack sat next to it with a sign, 'For everypony else.'

Rainbow Dash sighed. “I don't know. She wasn't there.” She scratched her head. “She said that she likes to take late night walks, so I flew around town, but couldn't find her.”

“Where would a pony go at this time at night?” Spike asked.

“I don't know,” Rainbow Dash said. “There was a sign on the door that read that she would be back later.”

“Oh well,” Twilight said. “We can probably just wait a little while. I'm sure she'll be home soon. Not many places open this late.”

“I'll keep checking to see if she returns,” Rainbow Dash suggested, admiring the drawing. “It's not far.”

“Great. Can we start on eating the cake?” Spike said, drooling over the frosting.

Twilight tapped him on the shoulder. “No.”

Spike sighed. “Rats.”

C4: She's Where?

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.

C5: To the Center

C5: To the Center

Traveling to the center of the nest was difficult since it was like moving through a maze that only Twilight and Midnight could see. As the leaders led them through, those following them would step in the leader's hoofprints and moved as their leader's moved. The distance wasn't great, but it was a slow process. The seven of them remained very quiet, concentrating and making sure that their movements were exact. Eventually, the two groups arrived on a hilltop overlooking an empty field, each leader announcing that the area was clear enough for those following them not to have to walk in their hoofprints.

“I think we're here,” Twilight said with a sinking feeling.

“Why, what do ya see, sugarcube?” Applejack asked.

“You can't see it?” Twilight asked.

Rarity replied, “All I see is a clearing in the middle of the forest.”

Midnight gulped hard at what she saw. “There is a huge cocoon.”

"How huge is huge?" Applejack asked.

"Two, maybe three times the size of the library," Twilight replied.

Fluttershy gasped and hid behind her mane. “That doesn't sound good.”

Twilight sighed. “The Gloomspinner is trying to create a gloom queen.”

“And that's bad, right?” Rarity asked.

Midnight responded with a bit of hesitation in her voice, “Yes.”

Twilight added. “Remember when the Ursa Minor came to Ponyvile and after I got rid of it, Spike asked me what would an Ursa Major look like?” The others nodded in response. “If that thing should emerge, you'll see how big an Ursa Major is.”

The other ponies gulped in unison.

Rainbow Dash clopped her hooves together. “So what are we waiting for?” She tried to take off.

Twilight grabbed her by the tail with her magic and Rainbow Dash flopped onto the ground with a thud and a yelp. “No, Rainbow. There is a canopy of webs hanging over us.”

Rainbow Dash grumbled. “This would be a lot easier if the rest of us could see them.”

“Maybe you can,” Midnight said, looking over the cliff. “Twilight.”

Twilight joined Midnight at the edge of the cliff. “What do you see?”

She pointed, “See all of those webs concentrating into the cave over here?”

Twilight nodded. “You think that is the shadow anchor?”

Midnight nodded. “What better place to gather shadow from than a place where the sun never touches?”

Twilight sighed. “If we can get rid of that, then we all would be able to see.”

“It would make it easier,” Midnight said.

Twilight looked around, trying to find a way in. “The fliers can't go in, they wouldn't be able to see the webs. The ground is out of the question, too many webs.”

Midnight pointed. “Do you see that empty space near the top of the cave?”

Twilight nodded. “Yes, but none of us could possibly get there.”

Midnight smiled and her horn glowed red, casting a spell that made her hooves glow for a moment. She proceeded to walk off the side of the hill.

“What in the world?” Applejack gasped and the rest of them ran up to the edge.

Twilight giggled. “Spider step.”

Midnight looked back at Twilight. “Well, what would you expect?” She started walking along the cliff side. “Once you are able to see the webs, take out that thing as fast as you can.”

“Right,” Twilight replied, watching as Midnight disappeared into the cave through the opening.

*

Midnight moved carefully along the top of the cave, grateful that the spell also removed any sensations that she was upside down, in fact, making gravity affect her as if down was still down to her, keeping her hair from touching the webbing over her head. Her stomach, however, was queasy for other reasons. It was slow going, especially since spider step required at least one hoof to be on the surface at all times.

With her shadowsight, Midnight could see where the webbing bunched together. The spot that they bunched up looked like an area of pure black, even with the spell being active. As she approached, she took a cautious glance around, hoping not to see any gloomspawn guarding the area. Relieved, she took a long, deep breath.

“What a mess,” she chided herself. “I only just moved to Ponyville to get away from the city and have a peaceful life looking up at the stars and painting. I wasn't planning on getting into such a dangerous adventure or even finding friends.” Another long sigh. “But, they found me.”

Midnight looked around to see if any spawn might have showed up while she was lost in thought before continuing, “Six new friends. Only been in town for a few days and found friends brave enough to enter a dangerous place to risk life and limb to save me.”

Tears formed in her eyes. “My new friends,” she thought. “They are heroes, after all. They had fought and freed the night princess from the dark and defeated Discord, of all things. Worse still, one of them is the personal student of the princess of the land.” She nervously tapped at the ceiling of the cave, which was the ground to her. “Yet, they made me their friend. Just an artist from Canterlot, nopony special.”

Before returning to the task she gave herself, she chided herself again, “What a mess.”

She concentrated and created a ball of light. “At least this will help them. It is all I can do, after all. I'm not a hero.” It was a simple spell, even for her. With a small bit more concentration, she sent it into the center of the shadowy area. She turned off the shadowsight, seeing that the webs were starting to appear in normal sight. Turning to leave, Midnight knew that she wouldn't make it back in time. “Hopefully, that will be enough.” The tear finally rolled down her cheek. “Good luck, my friends.”

*

The ponies on the hilltop fidgeted as they waited. Fluttershy pawed at the ground, Rarity played nervously with her hair, Pinkie Pie pondered the party that they would have to celebrate afterward, and Applejack played with the rim of her hat. Twilight looked over the edge, wondering where Midnight was. Rainbow Dash was pacing back and forth in the air next to Twilight.

“What is taking so long?” Rainbow Dash groaned. “She shouldda been back by now.”

Twilight sighed. “No.”

Rainbow Dash flew next to Twilight. “No? What do you mean?”

Twilight looked around now, having recognized what Midnight was doing. “Spider step is a very slow traveling spell. She won't be able to make it up here in time to join us.”

Rainbow Dash looked over the hillside and back at Twilight. “Then why did she go? What is she thinking?”

The others started listening to Twilight. “She is trying to protect us.”

“Then...” Rarity paused.

“Why would she do such a thing?” Applejack asked, putting her hat back on her head.

“I'm not sure,” Twilight admitted. “Maybe she blames herself for putting us in danger?”

“That's crazy,” Rainbow Dash said. “We gotta get her.”

Twilight's horn glowed and held Rainbow Dash fast before she could take off. “You're right. You will get her.”

Rainbow Dash nodded. “Right.”

“When you see the webs,” Twilight looked up and turned off her shadowsight. “Take off and get her. We'll meet you by the big cocoon.”

“I don't see...” Rainbow Dash gasped as the immense cocoon appeared in the field ahead of them as well as the canopy of webbing. “Okay, I'm off.” She disappeared over the side of the hill.

“Everypony else, we head towards the cocoon and prepare for a fight. Run as fast and as hard as you can. I'll blast a path through the webbing.” Her horn glowed brightly. “Remember, don't let the webs touch you.” The others saluted and prepared to charge. Twilight blasted the first set of webs in front of them and they followed the path down to the ground below. The others followed behind, with Applejack dragging Fluttershy by the tail.

*

Rainbow Dash disappeared over the edge of the cliff and dodged the webbing, weaving between them with ease as they started falling to the ground. She heard Twilight blast magic from the hilltop and figured that was what was causing the webbing to fall. With plenty of space now, she could take her time to search for Midnight.

On the ceiling of the cave, Rainbow Dash spotted her, walking along slowly, her head sagging, though it looked odd since her head was pointing upwards. She flew by, realizing that she wouldn't be able to grab her from this angle.

“Jump!” Rainbow Dash yelled. Midnight looked up at her in shock. She yelled again, “Jump, I'll catch you!”

Midnight hesitated for several moments, visibly trembling.

Rainbow Dash yelled again. “I'll catch you, trust me, just jump!”

Midnight swallowed hard. She closed her eyes and released her spell. As she plummeted to the ground, her body went limp. Rainbow Dash dove and caught her, carrying her near the ground.

“You're a little bit heavy,” Rainbow Dash grunted.

“Shut up,” Midnight commented. She stayed quiet for a moment, staring at the ground as it passed under her hooves. “You should have left me. They...”

“YOU have a party to attend,” Rainbow Dash interrupted, “after we take care of the big bug.”

Midnight smiled. “Thanks.” Rainbow Dash maneuvered a bit and the normal gray coat of Midnight appeared slightly green around her face. “Um, Rainbow Dash....”

“Just call me Rainbow,” she responded.

Midnight gulped. “Rainbow, unless you would like to see what I had for dinner, please avoid any fancy flying.”

Rainbow Dash replied, “Sure thing.”

C6: Charge!

C6: Charge!

Fluttershy, with her hooves covering her face, feeling every bump and bounce as Applejack dragged her along the ground, looked up and saw some of the gloomspawn cresting over the hill that they were just at. She covered her eyes again and whispered, “Oh...my.”

Applejack, with a mouthful of Fluttershy's tail, turned back and said, “At least try flying a bit, sugarcube.” Her eyes rolled up to the top of the hill and she gasped, “Whoa Nelly.” The earth pony poured on the speed, trying to yell, “Twilight, they're coming!”

Twilight was further along and couldn't understand Applejack with a mouth full of tail. She glanced back at the hilltop and saw what Applejack saw. “Come on girls, we have company.”

“Whee,” Pinkie Pie cheered as she bounced along with Twilight.

“Pinkie Pie,” Twilight said.

She zipped in front of Twilight, running backwards, “Yes Twilight?” Her eyes fluttered rapidly with a big smile on her face.

“Go help Applejack with Fluttershy.”

“Okey dokey lokey,” she said and zipped away just as fast as she had appeared.

Twilight rolled her eyes and continued clearing a path for the others.

Rarity caught up with Twilight, gasping for breath, “Do you think Midnight is okay?”

Before Twilight could answer her, the sound of Rainbow Dash yelling caught her attention. She looked up and watched as she saw her carrying Midnight towards the cocoon.

Rarity sighed between gasps, “At least that is some good news, but what are we supposed to do about that thing?” She indicated the massive pulsating cocoon that they were approaching.

“I'll look for the gloomheart and shatter it,” Twilight said. “That will stop everything. I'll need everypony else to keep the swarm off of me.”

“Swarm?” Rarity asked. Twilight indicated behind her. Rarity looked back and saw the creatures cresting the hill and forming what seemed like an ocean. She gasped and poured on more speed. “I'll meet you there, darling.”

Rainbow Dash came down for a landing, setting Midnight on the ground as gently as possible. Midnight stumbled a bit and found a nearby boulder. Rainbow Dash asked, “You okay?” Midnight ran behind the boulder and the sounds of her emptying her stomach could be heard. Rainbow Dash groaned, “Oh, sorry.”

Rarity ran up to Rainbow Dash and asked, “Where's Midnight?” The sound of Midnight retching behind the boulder answered her question.

“What happened?” Rarity asked.

Rainbow Dash shrugged. “I flew as gently as I could.”

Twilight met up with the others, panting. Before she could ask the same question Rarity asked, Midnight came out from behind the boulder, coughing and snuffling to clear her nose. Rarity ran up to Midnight and before she hugged her, she used her magic to pull out a hooferchief and wiped Midnight's face, who had gotten some of the contents of her stomach on it.

“I'm glad you're okay,” Rarity said, hugging her after she was cleaned up.

“Sorry,” Midnight said. “I get air sick very easily.”

“It's cool,” Rainbow Dash said. “At least you're alright.”

Midnight nodded. “Thank you for coming to get me.”

“No problem,” Rainbow Dash said.

“You shouldn't do such crazy things like that,” Rarity gently scolded her.

“Yeah, that's my job,” Rainbow Dash said rather proudly.

Midnight looked up at the cocoon. “So, we need to find the gloomheart?”

Twilight nodded. “I'll look, your shadowsight will help me with that. Then I can blast it out and we can shatter it.'

“The rest of us,” Midnight said, using her magic to lift a tree branch and put it in her mouth to use as a club.

Rainbow Dash flexed her wings, getting ready for a fight.

Rarity dropped a set of extra large, sharp needles on the ground. With her magic, she levitated them into the air. “We will have to keep them away from Twilight.”

Rainbow Dash looked at the needles, “Why were you carrying those?”

“Well,” Rarity said, tossing her hair, “I am a fashionista and don't normally get into the rough and tumble that you do. However, I have been in battles with dragons, manticores, changlings, diamond dogs, Nightmare Moon and Discord. I do tend to use my wits to get out of a bad situation, but I have started to carry with me a way to protect myself in case I am in a situation where my charm will not work.” She flipped her mane again, “Besides, I might need to fix a hem on a dress or something, too.”

Rainbow Dash rolled her eyes. “Good point.”

Twilight started working on locating the gloomheart in the cocoon.

*

Pinkie Pie met up with Applejack, who was lagging behind due to dragging Fluttershy with her. With her normal bubbly voice, and running backwards, she greeted the southern styled earth pony with an enthusiastic, “Hi!”

Applejack muttered something, but Pinkie couldn't understand her with Fluttershy's tail in her mouth.

“What did you say?” she asked. “I think it had to do with me wanting to eat some pie?”

Applejack shook her head and said something else. Pinkie Pie shook her head in confusion. “I still didn't understand you. Here, let me help you with Fluttershy and you can tell me once we are with the others.”

Applejack rolled her eyes as Pinkie Pie grabbed Fluttershy's tail.

Fluttershy whimpered. “Not so hard, please.” The two earth ponies muttered something that she couldn't understand. She continued to keep her hooves over her eyes, wanting to block out the scary spider things from her sight. She could tell they were not animals because she couldn't understand them in the same way that she could normally understand animals. They looked upon her like a meal. So many thoughts came to Fluttershy's mind as she was being dragged along, mostly of her friends and everypony in Ponyville.

When she had just enough courage mustered to remove her hooves from her eyes, she was able to look up and see the spider creatures closing in on her. She shrieked in a muffled tone, “They're right behind us!”

The two earth ponies muttered something, but Fluttershy couldn't understand them with her tail in their mouths.

She gulped, fear giving her just enough strength to put her wings out and fly away from the danger. This fear was strong enough to drag the two earth ponies with her. Soon, they found themselves lifted off the ground and holding onto Fluttershy's tail. Pinkie grabbed onto the tail with her hooves and spit it out to cry, “Wee,” as she flew through the air.

Fluttershy, having flown as fast and as hard as she could, came in for a landing next to Rainbow Dash, panting and wheezing to catch her breath. Rainbow Dash gave her a quick hug and said, “Nice job, Fluttershy.”

Fluttershy mumbled behind her breaths and yelled in a soft voice, “They're right behind us.”

Applejack spat out Fluttershy's tail, “We know, sugarcube. What's the plan, y'all?”

Pinkie Pie pulled the party cannon out of nowhere and yelled, “Party!”

Midnight asked Rarity, “Where did she get that?”

Rarity shrugged, “We don't ask such questions, darling, it's safer.”

Midnight facehooved.

Rainbow Dash flexed her wings one more time. “We keep the bugs at bay while Twilight figures out how to deal with the big smooshy glob back there.”

Applejack nodded, readying her lasso. “Sounds like a plan.”

“What....what will happen if those things touch us?” Fluttershy asked, chewing a bit on her hooves.

Midnight answered. “One or two aren't so bad, but if they swarm you, they will sap the energy out of your body and you will be helpless while they spin their webs around you.”

Fluttershy gasped and hid under her hooves again.

Rainbow Dash bolted at the creatures, barreling through them and scattering them about. Applejack followed by lassoing one of them as they flew up into the air and used it as a blunt object, smashing it through the others. Pinkie Pie fired her party cannon, the shell of party favors tore through the creatures with immense force. Rarity used her magic to send the needles in a spray of deadly steel, taring apart the creatures. Midnight swatted away those that got too close with her makeshift club. Fluttershy maintained her position behind the line, covering her head with her hooves. Their attacks caused the spawns to dissipate into mist and float away.

Twilight searched over the immense cocoon, using shadowsight to find a small sphere. It was difficult, for the spell made the entire cocoon glow brightly, while the object that she was looking for didn't glow at all. It was like looking for a speck of dust on a light bulb.

While her friends continued the battle with the spinners, Twilight started using blasts from her horn to put holes in the cocoon, but still wasn't able to locate the sphere. She tried looking for it without the shadowsight, but was unsuccessful. “Shoot, I can't find it. The shadowsight is making the cocoon too bright.”

Midnight swatted at another gloomspawn, yelling back, “You can adjust the vision's depth and brightness. You just have to concentrate.”

Twilight started looking again, this time concentrating to lower the depth of the shadowsight and lowered the brightness of the cocoon. A few blasts and she saw the dark spot, just a hoof wide in size. “I found it.”

“Good,” Midnight said. “Can you hit it?”

“I'm trying it now,” Twilight said, firing upon the dark spot with blasts of magic. The blasts seemed to cause no damage to the orb. The cocoon quickly wrapped itself around the dark spot. “Shoot.”

Rainbow Dash climbed high into the air, above the masses of the swarm, watching the creatures dissipate and their remains float to the tree line up the hill and reform. She snorted, “This is hopeless. I better try something.” She climbed a little bit higher and dove down to hit the ground.

“Incomin'!” Applejack yelled.

“What?” Midnight asked.

Rainbow Dash hit the ground at full speed, creating an explosion of force that formed a sonic rainboom. This caused masses of the creatures to be destroyed in the explosion.

“Whoa Nelly,” Applejack said, pausing only for a moment to hold her hat on.

“What was that?” Midnight gasped, dropping her club.

“That was a sonic rainboom, darling,” Rarity said, barely batting an eyelash. “She does them all the time since the Best Young Fliers Competition.”

Rainbow Dash stood up after having hit the ground, her vision started spinning. She realized that crashing into a barn is softer than the ground. She wobbled on her legs, unable to orientate herself. She turned to see that some of the spinners had somehow avoided the full effect and were recovering. She tried to take off, but her head throbbed and it caused her to stumble. She tried to fly again, but she stumbled and fell prone on the ground as the spinners closed in on her.

Rainbow Dash found herself lifted off of the ground, mostly, as she felt herself being half carried and half dragged away from the swarm by a yellow pegasus. She looked up, “Thanks, Fluttershy.”

Fluttershy gently scolded her, “You shouldn't try such crazy stunts.”

With a groan, Rainbow Dash rubbed her head and replied, “It's my job.”

Fluttershy brought her back behind Applejack, who was fighting frantically to keep the swarm at bay. “They jus' keep on comin'.”

Rainbow Dash worked on regaining her bearings. “They keep reforming at he forest edge.”

“What!” Applejack gasped.

“Oh no,” Fluttershy squeaked. “What are we gonna do?”

Pinkie Pie fired another shot. “Keep the party going, of course.”

Rarity filled another spinner with needles. “Twilight, did you hear that?”

Twilight glanced back at Rarity, “Yeah, I heard.”

“What are we gonna do, darling?” Rarity asked.

They heard Applejack yell, “I need some help over here,” losing her breath as the spawns started to get too close for comfort.

Twilight began firing at the spawns. Applejack yelled back, “Thanks sugarcube.”

“Pinkie!” Twilight yelled.

Pinkie Pie sighed. “I'm all out of party favors.”

Twilight groaned. “This is hopeless. If we can't take out the gloomheart, we will not make it.”

Pinkie Pie beamed with an idea. She ran up to Twilight, shaped her tail like a seat and jumped in. She pulled out a camouflaged army helmet and donned it. The sounds of gears came from nowhere as she moved imaginary levers that turned Twilight around. With a deep, commanding voice, she sneered, “Fire!”

“Pinkie, what are you....” Twilight began to protest, only to be silenced as her horn started to fire rapidly into the mass of spinners, taking them out in droves. “Never mind, keep firing.”

“Yes ma'am, sir, ma'am, sir,” Pinkie Pie said, continuing to fire.

Midnight's jaw dropped. “What in Equestria?”

“Don't ask,” Rainbow Dash said.

Pinkie Pie continued to fire Twilight into the crowd, backing up Applejack's lasso attack with a barrage of magic beams.

Fluttershy busied herself with helping Rainbow Dash to her hooves. “Are you okay?”

Rainbow Dash shook her head. “I'm fine. What's going on?”

“It's terrible,” Fluttershy stammered. “Pinkie's out of party favors, Midnight and Rarity are holding their own for now and Applejack is not going to last much longer. Pinkie is using Twilight as a...um, I don't know, but it is helping keep the spider things off of Applejack. But...” she squeaked, covering her mouth with her hooves.

Rainbow Dash nodded. “I get the idea.”

“What...what are we....” Fluttershy squeaked again.

“I know what we aren't gonna do,” Rainbow Dash said, putting her hooves on Fluttershy's shoulders.

“What's that?” Fluttershy asked.

“Rainbow Dash!” Twilight called her.

Rainbow Dash finished her sentence, “We are not gonna give up.”

“No,” Fluttershy said, gaining courage. “We can't give up.” She went to try and help Applejack.

“Exactly,” Rainbow Dash flew off, joining up with Twilight.

“Rainbow....” Twilight said between volleys of blasts from her horn. “There you are,” another volley. “Are you okay?”

Rainbow Dash rubbed her head, wincing in pain. “Never mind me. Applejack is not gonna hold out much longer.”

Twilight fired off another volley. “I know.” Another volley. “Midnight!”

Midnight approached, whacking another spawn with her club. “I hope you have a plan.”

Twilight fired another volley. “I do.” Another volley. “Rainbow, I'm gonna fire a beam into the cocoon and it should reveal the gloomheart.” another volley. “Then I'll hit it with a spell to make it glow brightly. I'll need you to grab it.”

Midnight waited for another volley to be fired. “What did you need me for?”

Twilight fired another volley. “I need you to grab the gloomheart if Rainbow Dash should drop it.”

“I won't drop it,” Rainbow Dash said.

“I hope not,” Midnight whispered to herself, looking at the creatures closing in on them.

Another volley. “Rainbow,” Twilight said, “tell Applejack and Fluttershy and get ready. You get ready too, Midnight.”

Midnight nodded and Rainbow Dash saluted. Before Midnight finished clubbing away a few more spinners, Rainbow Dash had flown over to Applejack and returned, getting into a stance to take off. “We're ready,” Midnight said.

“Pinkie!” Twilight yelled. “Turn me one hundred eighty two degrees counterclockwise.”

Another volley. “What?” Pinkie Pie gasped.

“Aim me toward the cocoon,” Twilight said.

“But...” Pinkie Pie wanted to protest, thinking of her friends.

“I know,” Twilight assured her. “But if we don't get rid of the gloomheart, this will never end.”

Pinkie Pie saluted. “Yes ma'am, sir, ma'am....something.” With a few cranks of unseen levers and the sounds of gears grinding, Twilight's back hooves slid along the ground, cutting grooves into the dirt, with her front hooves staying stationary as a pivot point. She aimed high and yelled, “Fire!”

Twilight's horn glowed brightly as power gathered at the tip, unleashing a massive beam upon the cocoon, cutting a groove into the surface, biting deep into the area where she last saw the gloomheart. Once she saw the sphere, she cast a spell that made it glow and yelled, “Rainbow. Go!”

Rainbow Dash launched herself into the air, taking to the sky like a bullet. She ascended above the cocoon, turned and descended, following the charred groove of the cocoon, grimacing at the smell of burning cocoon, whatever it is made of. As she closed in on the glowing sphere, she realized that she would not be able to grab it in mid-flight, so she kicked it loose and watched it fall, maneuvering to catch it on its way down.

The interior surface of the cocoon began to swell and move, forcing Rainbow Dash to veer out of the way. “What the hay?” she yelled as she passed the expanding area. As she closed in on the glowing sphere, another area swelled in the cocoon and then exploded with goo and an immense spider-like leg extended. Rainbow Dash barely managed to avoid the leg, watching as the glowing sphere bounced off of another leg that extended from the cocoon. She veered to try and catch it, but the leg moved and knocked her upwards and out of control. Before she could right herself, another leg exploded from the cocoon and struck her, sending her tumbling through the air.

She yelled incoherently as she flew through the air, tumbling past Applejack's and Fluttershy's heads. Applejack ducked down instinctively, watching in horror as Rainbow Dash plowed into what was nearly a wall of spinners. The force sent the spider-like creature reeling, but Rainbow Dash was too dizzy and dazed to get to her hooves.

“Rainbow,” Applejack cried, dropping her lasso. Fluttershy squeaked out an, “Oh no,” and they went to help Rainbow Dash. They both took one of Rainbow Dash's hooves and tried to drag her as best they could. The spinners recovered and surrounded them. The three ponies were now back to back, standing with their hooves ready for a fight.

“Gals,” Applejack said, “it's been nice knowing ya.”

Rainbow Dash clopped her front hooves together. “It's not over yet.”

Fluttershy squeaked out a last gasp as the spinners swarmed the three ponies. They fought back as best they could, but the masses of the spinners were too much for them and they soon found themselves buried under them.

The spinners past the line that Applejack was holding and began to close in on the rest. Pinkie Pie kept firing Twilight as fast as she could into the masses while Rarity moved in close to them to try and back them up.

“They're gone, Twilight,” Rarity gasped. “Applejack, Rainbow Dash, Fluttershy, they're....”

“If we can get the gloomheart,” Twilight said between blasts, “the spawn will be gone and they will be fine. They are...” She gasped as her horn fizzled and her head throbbed in pain. Her front legs gave out and she fell forward, with Pinkie Pie rolling over her and landing in front of Twilight.

Pinkie Pie grabbed Twilight and tried to heft the unicorn over her shoulder. “Help me, Rarity, we have to get her...” She looked up at Rarity, who was staring in fear at something behind the pink pony. She swallowed hard, not wanting to see what Rarity was looking at.

The sheer weight of the spinners crashed upon her, knocking her into Rarity and sent Twilight tumbling to the ground. The spinners soon were upon the three as they gasped and screamed in fear.

During this, Midnight was watching the carnage of Rainbow Dash being knocked out of the way when the leg extended. She ignored Rainbow, thinking that the skilled pegasus would be fine. She ignored the sounds of the battle, figuring that they were just fighting a bit harder, and watched the glowing orb fall. She didn't notice that Twilight had stopped firing as the glowing orb bounced on the ground and she ran after it to pick it up. Her stomach churned at the oily taste.

“I got it, I...” Midnight's heart sank as she saw the spinners all around her, covering the areas where her friends were. In the masses of the creatures, she could see the hooves and legs of her friends reaching out for help. With a shuttering breath, she cried, “No.” Her legs trembled as she looked at Twilight, who looked at her for just a moment from the pile of the spawns as they covered her.

Twilight groaned with a weakening breath, “Midnight, run!”

Tears welled up in Midnight's eyes. With what courage she had left in her, she did what she was told, turned and ran with all of the strength she had in her legs. She ignored the sounds that the gloom queen was making as the light was fading from the sphere in her mouth. With shadowsight active, she plunged into the forest.

*

Weaving through the remaining webbing and pushing herself harder than she had ever pushed herself before, Midnight didn't stop nor did she spare a look back. She knew that the gloomspawn and the gloom queen would be following her to get the gloomheart. If they caught her, they would tear her apart.

"But the others would be okay", she thought. "As long as the others survived, that would be a fair trade. I ignored that sign outside of the forest that warned of the dangers. A filly's tale, I thought.”

Midnight continued to run through the forest with as much strength as she still had left in her.

"They came out into the forest, ignoring a warning of danger, just to find me.”

She tripped on a root, spraining an ankle. She groaned at the pain, but she kept running. "They are the heroes of Equestria and the country needs them more than me.”

Midnight collapsed from the exertion. The crystal orb fell from her mouth and landed in the mud. She struggled to catch her breath. “The gloomspawn will follow me and leave them alone. Then they can run away and get real help.” She ended her shadowsight and looked at her reflection in a puddle. With a hoof, she smashed at the image of herself and cursed, “Worthless.”

In the distance, she heard a sound like chittering. “The gloom queen,” she gasped silently. “It must be gathering its minions to come after me.” Her breathing evened out as she accepted her fate. “They can find me and the others will be safe.”

The water in the puddle stilled and as Midnight looked at it, she smashed it again. “No, the others will try and help me. They'll follow the gloomspawn and try and save me. They are too brave to run away and get help. They would only find my body and would get themselves....” She shook her head, blinking back tears.

Midnight recast her shadowsight, the gloomheart was a pit of black to her eyes now. Picking it up with her mouth, she scanned the area. “Must be a place where I can hide out. Delay them while I try and smash the gloomheart. Somewhere..” she beamed weakly, “a cave. At least it is something.” Midnight limped towards it.

Once in the cave, Midnight moved to the darkest corner she could find. She looked around for someplace flat that she could try and lay the crystal orb on. Finding the biggest rock she could lift, she smashed at the sphere. Not even a chip. With fear driving her, she smashed over and over again, but the sphere showed no signs of being affected by the blows. She smashed it one more time, letting the rock fall aside when the orb didn't shatter. Defeated, she laid on the flat stone, crying.

“I can't,” her voice wavered. “I am just an artist that got dragged out into an adventure that can't even help her friends.”

The gloom queen's chittering could be heard closer. Midnight snorted and got off of the rock. “I am not strong enough. I lift paint brushes, not rocks. I can barely open a can of paint thinner. I...” She spat the taste of the gloomheart out of her mouth. “I can't break this thing, I can't....”

A look of understanding came over her face. “It tastes oily, like...” She tapped at the crystal with her hoof, realizing that it felt kind of spongy, not hard like crystal. The chittering was closer now. “It's here,” she gasped. “Only one more thing left to try.”

She cast a spell, her horn glowing and touched it to the gloomheart. It glowed only for a few moments. She heard the chittering loud and clear now. It was near. One last shot, she thought, hefting the rock over her head. She could feel some gloomspawns crawling on her back. One had made it to her head. The chittering was so loud now that Midnight knew that the gloom queen was just outside of the cave. Her horn glowed as she added what little of her telekinetic magic she had to the force of the blow. With one last cry, she yelled, “Don't let them die!”

The reassuring sound of a crunch echoed in her ears. With barely a spark of magical energy, her hair was gently blown back and the light from the sphere broke her shadowsight spell. She closed her eyes at the bright light, letting it fill the cave, shielding her eyes with her hoof.

After the bright light passed, an eerie silence fell upon her, only broken by her own heavy breathing. Midnight kept her eyes closed, waiting for the end, knowing that the gloom queen was going to crush her any moment. If she opened her eyes, she would see it coming.

Minutes passed and she found herself still alive. Midnight dared to open her eyes. An immense spider-like leg with a wickedly sharp talon on it was held inches from her. She gasped, looking at it in horror, watching for any movement. After realizing that it wasn't moving, she touched it with her hoof. The leg started to disintegrate, first turning into dust and then vanishing like vapor. She watched as the hoards of the gloomspawn had followed their queen into vapor and the webbing in the forest faded away.

With a hoof, she wiped the sweat from her brow. Looking down, she saw what was in the gloomheart, a smaller looking gloomspawn. It didn't move. "So it is true," she said. "The Gloomspinner can't exist outside of its crystal sphere. It will remain dorment until it can reform its sphere." With a sigh, she grabbed it with her mouth and left the cave. "That will take weeks to recreate its sphere." After a moment of determining the right direction, she picked her way back to her friends, hoping that they were safe.

C7: To the Victor

C7: To the Victor

Much time had passed and Twilight began stirring. She groaned and struggled to open her eyes. With a moan, she thought, “The gloomspawn really hurt.” Her memory was hazy, but she remembered watching Midnight running away with the gloomheart. She gasped and her eyes burst open wide and she started looking around.

The others were already getting to their hooves. Rarity came over to Twilight, helping her steady herself. “Are you alright, darling?”

Twilight turned to Rarity, “Where's Midnight?”

Rarity looked around. “I don't know. Hopefully she ran away when she had the chance.”

Applejack stumbled a bit as she approached Twilight. “Then what happened to the gloomspawn?”

“No,” Twilight gasped, pointing in the direction that Midnight went. “I saw Midnight run away with the gloomheart. They'll follow her like a timber wolf to get it.”

“What?” Fluttershy gasped. “Why would she do that?”

Rainbow Dash flew up, saying, “We gotta find her.” She started to fly in the direction that Twilight pointed.

After a few moments of flight, Rainbow Dash said, “We gotta find her.”

Midnight spat out the Gloomspinner and waved, “Hi Rainbow Dash,” as she watched the blue pegasus pass by.

“Hi Midnight,” Rainbow Dash said non-chalantly as she passed by Midnight, saying, “I hope she's alright.” She blinked and facehooved. After a u-turn, she flew back and grabbed Midnight, lifting her off the ground.

Midnight murmured something, but Rainbow Dash couldn't understand her with the Gloomspinner in her mouth. She held her as steady as she could and flew her into the waiting hooves of the other ponies, joining them in a group hug.

Midnight smiled and sighed, spitting out the Gloomspinner, “You're all okay.”

“We're okay?” Applejack asked. “Where did ya run off with that there gloom-thingey?”

Midnight tried to struggle out of the group hug and failed. “Well, I figured that they would follow me, allowing you all the chance to escape.”

“Us escape?” Fluttershy gasped. “Why didn't you escape?”

Midnight was able to struggle out of the group hug this time. “It's because it was my fault that you were all in danger in the first place.”

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

“Well,” Midnight hung her head. “I lied. I knew that there was a sign that said that the forest was dangerous. I just thought that other ponies were afraid of walking into a dark forest. I figured my shadowsight would get me through and I would be fine.” She looked up at her friends, “But you girls came out to get me when you knew that there was something really dangerous.”

“Well,” Rainbow Dash interrupted. “We would have probably had to have taken care of the Gloomspinner eventually.”

Pinkie Pie hugged Midnight, “And everything turned out alright, right?”

“So, how did you do it?” Twilight asked.

“Do what?” Midnight asked.

The ponies all pointed to the Gloomspinner laying on the ground motionless. Twilight used her magic to levitate it into the air.

Midnight giggled. “Oh, that. I ran into a cave and tried to smash it with a rock. When that didn't work, I noticed that it was kind of squishy and tasted like oil. So I used my paint drying spell to dry it out. It looks like it worked.”

“It sure did, sugarcube,” Applejack said.

“You saved us,” Fluttershy said.

“You saved Ponyville,” Rainbow Dash said.

“Maybe even all of Equestria,” Twilight added.

“Hi hoof,” Rainbow Dash said, landing next to Midnight and holding a hoof up. After not getting a response, she added, “Don't leave me hanging.”

Midnight shook her head. “I'm not a hero. I just got lucky.”

Twilight put a hoof on her shoulder. “You shouldn't belittle yourself like that, Midnight. You are a hero, to us, at least.” The others agreed.

Midnight held up a hoof and Rainbow Dash hoof-bumped it. “You were awesome, Midnight.”

“And very brave,” Fluttershy added. “And reckless,” she gently scolded.

“Just remember, being reckless is still my job,” Rainbow Dash said proudly.

“Now...” Pinkie Pie said, squeezing in between the two with a cake from nowhere, “we can have your party?”

The other ponies groaned and Midnight replied, “Oh no. It is way too late, even for me. I want to go to sleep and forget this night ever happened.”

Pinkie Pie sighed disappointingly, “Oh,” and blew out the candles on the cake. She approached Midnight, their eyes only inches apart as the pink pony announced, “We will have a party for you. You won't know when it is or where it will be, but beware, it's coming.”

Midnight blinked and took a step back, “Scary.” She flashed a wicked smile. “Great.”

“Great?” Rarity muttered.

“So,” Rainbow Dash said, “that means that you can't put yourself in danger until we do.”

Midnight nodded. “Only if you can find me a nice hilltop to view the sky that is safer than the one I found.” She held out a hoof for another hoofbump.

Rainbow Dash complied, “Deal.”

“Well,” Rarity interrupted, “we should be getting back to Ponyville. I need to get my beauty sleep.”

Midnight groaned and hung her head. “More walking.”

Rainbow Dash tapped her shoulder. “I can always fly you back?”

Midnight gasped, shaking her head. “No way.” She started walking towards Ponyville, “I'm walking.”

Rainbow Dash landed on the ground and rubbed her head. “That's good. My head still hurts from the sonic rainboom into the ground.”

Pinkie Pie hopped along. “We have to plan a new 'Welcome to Ponyville' party for Midnight.”

“Don't worry,” Rainbow Dash said. “We will.”

“There is one thing we can do in the meantime, ladies,” Rarity said.

The six ponies hugged Midnight and said, “Welcome to Ponyville.”

Midnight smiled. “Does this kind of stuff happen every day here?”

“Nah,” Pinkie Pie said.

“Seems like every Saturday that this occurs,” Twilight pointed out. She thought for a moment on that. “I might have to do some research on that. It strangely sounds correct.”

Midnight rolled her eyes and with much sarcasm, “Great, I get to look forward to monsters and dragons attacking Ponyville every week.”

“No dragons have attacked Ponyville,” Fluttershy pointed out.

“Well, if you count Spike turning into a full grown dragon and demolishing the town,” Rarity said.

“Not to mention Cerberus showing up in Ponyville,” Twilight said. “Which is most likely where this little one came from,” she indicated the Gloomspinner floating in front of her.

“Ah thought ya said that ya didn't see that anything had left the gates of Tartarus?” Applejack asked.

Twilight shrugged. “I didn't think so at the time, but I was sleep deprived.”

“A likely story,” Midnight teased.

“Yeah, well...” Twilight glanced at the thing floating in the air. “Did you want the honors of putting the Gloomspinner back where it belongs?”

Midnight shook her head. “Not really interested in visiting the gates of Tartarus at this time in my life.”

Twilight nodded. “Okay, that's fine. Pinkie Pie?”

“Yes Twilight?” Pinkie Pie beamed in anticipation.

“I may need a ball for Cerberus, have any?” Twilight asked.

“No,” Pinkie Pie answered.

“No,” Twilight said. “I thought you had balls stashed all over Ponyville.”

“This is not Ponyville,” Pinkie Pie answered.

“Oh,” Twilight rolled her eyes.

The group walked in silence for a while until Midnight broke it with a question, “So, how did you girls meet?”

Rainbow Dash flew next to her. “Well, that's a tale.”

Twilight nodded. “It all started when...”

*

Later on that evening, when the ponies had all snuggled into their respective beds, Midnight was taking the time out to draw one more picture. This one was of her and her new friends together sharing a fun moment of eating cake at a party that she didn't have this evening. Once she was finished with the drawing, she sighed and put it away. “Maybe another time,” she said to no one in particular. She turned out the light and rolled over in bed, hoping to get some sleep.

Upon a hill, a pair of teal eyes watched as the light in Midnight's studio went dark. She sighed, stretching her midnight blue wings and flicked her star speckled mane. With an air of finality, Luna launched herself into the night sky, disappearing in a flash of light.

END