OTR: Lament

by The King of Hearts

Rating: teen
Tags: Rarity, Tragedy, Adventure, My Little Pony: Friendship is Magic, Alternate Universe, Nightmare Moon, Original Character, Comedy
Length: 33411

When Nightmare takes control of Rarity, she struggles to fight the influence the mare has on her, as she loses sight of her dark plans for Equestria.

Off shoot of: My Little Pony: Friendship is Magic - Off the Record.

After several nights filled with horrible dreams, Rarity comes face to face with the dark side of her soul in her sleep, as it attempts to convince her that she is truly a horrible pony on the inside.

During this battle within Rarity, the entity that once controlled Princess Luna takes notice of her momentary weakness, and decides to use the opportunity to seize one of the Elements of Harmony, as to guarantee her safety from being sealed away once again.

However, the overflowing dominance from Rarity and her dark side, starts to crawl into Nightmare's mind, making her question whether or not she should continue with trying to conquer Equestria, or perhaps take a different route.

Cover art here! It was money well spent!

http://jinzhan.deviantart.com/art/Nightmare-Rarity-440977340

Published 2014-04-06 12:20:03 UTC
Last updated 2014-04-07 17:25:55 UTC

Lament

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Off the Record - Lament
////

Could you ever truly say that anyone truly knows you?

Everyone has friends, or family, that know parts out you. But your deepest secrets and desires are known by you, and you alone. The things that you don’t share, for fear of being cast out as a monster, always exist. Having those kinds feelings are perhaps something we all share.

Everyone has a killer in them, or a sex fiend… a cruel part of their soul, always begging to be used, but pushed back by their humanity, hiding the most honest facets from everyone we know, while they hide the same things from us.

But, what would happen if humanity vanished from a mind?

All of those secrets and desires would come pouring right out for the world to see, and you would be no different from the other ninety nine percent of inhabitants in this world, acting without the thought of consequence, and fighting with others over the most simple things.

God forbid anyone lose that self-control.

////

Rarity groaned, tossing back and forth in her bed, plagued by the same nightmare she had been having for the past week.

//

It was night.

It was always night.

And she was always looking down on the ruins of Ponyville, the buildings black and charred, the fires long since died out, as a stench of death blew on the wind past her face.

But what scared her most out of everything, wasn’t the destruction, or the gore, but the fact that she was genuinely happy to see it all. What was wrong with her?

A breeze of smog blew toward her, covering her body, and darkening her coat to a pure black.

“Rarity.” A voice whispered in her ear.

//

Jolting up from her bed, Rarity panted, feeling the cold air pressing against her sweat drenched mane.

Blinking slowly, she looked to the window, to see the sun just rising. Thank Celestia. Getting back to sleep would have been impossible at this time.

“Well, it looks like I’m up now.” She sighed, looking to the pony in bed next to her, Spike, still asleep despite her thrashing. She had never been so happy that he was a heavy sleeper.

She didn’t know where she would be right now, if he hadn’t been changed to a pony all those years ago. Without him as a distraction, she would probably be miles ahead in her career. But, as she quickly found out, having him as a distraction was the single best thing that would ever happen to her.

Carefully removing the blankets from around her as to not rouse Spike, she got herself up, and walked over to the mirror, wincing at the horrible state she was in. Her mane was simply a disaster, instead of having it up as she usually did at night. It was tangled, and greasy, sticking to her head. The bags under her eyes were massive, blemishing her pristine white coat, and worst of all, she had no energy, or drive to fix any of these things. All she wanted to do was frown, and get through the day, so she could have the precious thirty minutes of sleep she would get, before having that same nightmare.

Spike rolled over on the mattress, expecting to find the body of his lover in the bed, but was pulled out of his sleep when his body found warm mattress instead.

“Ugh, Rarity?” Spike asked groggily, sitting up himself, and giving her a genuinely worried look, seeing the look on her face in the reflection of the mirror, “Did you have the dream again?”

“Oh, no dear,” She lied, mustering a smile for him as she turned around, trying to think up another lie about why she looked so horrible, “I was just—”

“Rarity,” Spike said softly, getting out of bed and approaching her, “You don’t need to lie to me.”

She avoided his gaze, feeling guilty for instantly lying to Spike, instead of trusting him with this weakness of hers.

“I know it’s a bad dream, but that’s all it is. A dream.” Spike consoled, lifting an arm and wrapping it around the back of her head, pushing her softly into his chest, and placing his chin on the top of her head.

“Spike, you don’t want to put your face on this horribly messy mane,” Rarity said, trying to pull back for a moment, realizing that Spike wasn’t going to let her go yet.

“You could be three weeks without a shower and I’d still be here,” Spike said softly, making Rarity both cringe and blush at the same time, “Why don’t we try to get some more sleep? You don’t look so good, and the Boutique can wait a few hours.”

Rarity wished that was an option. But, she knew that as soon as her eyes closed, she would be right back in that horrible, destroyed Ponyville.

“I’m afraid I can’t miss out on my duties just because of some sleep problems,” Rarity said solemnly, putting on a strong face, while still being held by him, “However, I wouldn’t mind a few more minutes of this.”

Spike smiled, happy to hear that he was comforting her with their embrace, “Of course, Rarity.”

She sighed softly into his chest, and welcomed the above-average warmth his pony body offered her. She just assumed that it was a leftover from his time as a dragon. But at this time of year, when the heat in Ponyville would leave her sweating at night, she always wound up sleeping as far away from him in the bed as possible. It made him a little sad, but she more than made up for it in the winter, when she would cling to him for the entire night.

But, as much as she loved the time they were spending here, the day was moving on, as she should have been herself.

Placing a hoof on his chest, Rarity pushed back from him, and looked up to his face.

“Thank you, Spikey.” She said, genuinely feeling a million times better, as she leaned up to his face and gave him a soft kiss on the lips.

Spike enjoyed the moment of intimacy, always happy to start the morning with this, rather than some fight, which usually ended up with them in bed again, doing something a little different.

Pulling back from him, she found her usual smile coming to her as she looked into his eyes.

“I love you, Spike.”

“I love you too, Rarity,” Spike said, brushing some of her messed mane out of her face.

Watching the hair fall back in front of her vision, she frowned and looked to the bathroom.

“Would you care to take a shower with me?” She asked, levitating her nightgown off and dropping it on the floor, “We’re a little early in our day, so I suppose we can spend some extra time cleaning one another.”

Rarity loved long, hot showers. It was something Spike enjoyed immensely himself.

Before he had been turned into a pony, he thought a nice long shower was the best thing in the world, and simply couldn’t get any better, or be beaten. But, when you throw a mare in there with you, well, it tends to increase the experience my several times.

////

Rainbow Dash stood in her new office, overlooking the town square of Ponyville as the life in town bustled along, under the morning sun. Her guards had been sent out on duty, and she had finished all her paperwork for the next… week?

Sighing, she smiled.

Princess Celestia had certainly given her an easy assignment.

Her promotion to Captain had given her plenty of work, working toward finding the ultimate cure-all spell. But, once it was found, and she was able to liberate Equestria’s resident human, it put her out of her own job. So, Celestia moved her home to Ponyville, so she could kick back and relax for the foreseeable future. She literally had nothing of significant importance to do at the moment.

So, what was there for her to do? Sit down in her chair for the next seven hours? Do some patrolling? Slowly, a very tempting idea crawled into her mind.

Maybe she could take a nap on a cloud?

Dash grinned, that was something she hadn’t done in years! And she was feeling pretty sleepy right now!

Stretching her wings out, she turned from the window and walked out into the hallway and past a large reflective panel on the wall, leading down to the barracks, and, just past that, the exit.

Stopping, she looked herself over in the mirror, and smiled. Her red captain’s coat hugged her midsection tightly, puffing out her chest by comparison. Rarity had done the alterations herself, when she first saw Dash in the coat.

Originally, it had been baggy, and obviously designed for a stallion. So, when it was fixed, Rarity promised her that it would turn the heads of all the guards she was in charge of, perhaps inappropriately, considering the reason why Dash was in Canterlot in the first place.

But now, she was grateful to have it. Shaking her head for a second, now her shoulder length hair fell down, partly covering her right eye. She looked a little like Fluttershy, without the swoop in her hair at the bottom. Her posture was anything but, however, as she radiated confidence.

But, in the end, she looked pretty damn good, and she knew it.

But, who really cared if she looked good right now? She was going to take a nap!

Flashing herself one more confident smile, she walked away from the mirror and trotted down the stairs to the lobby.

Walking past the training gym, she glanced inside to see Alex trying to balance on his back hooves and hit a punching bag. He was terrible at it.

But considering he was a human, in the form of a pony, she couldn’t blame him much. Still, with both wings and a horn, it should have made up for those shortcomings.

But it didn’t. It was almost as if the entity that decided Alex should be both a unicorn, and Pegasus, wasn’t thinking at the time, and easily could have made him just one or the other. But, after so long, he was now committed to him being an alicorn, and couldn’t change it without significant effort. Which, was something that he simply didn’t want to put in at the moment.

Shaking her head, she got off the topic.

In his defense, he was fine enough with magic, thanks to Discord. But still wasn’t much of a real fighter. He tried to walk on his hind legs too often to use his front hooves to punch, and just fell all over the place. He needed to work on his everything.

And, not only those things, but he hated horse food, he whined a lot, and he was horrible at flying as well, being able to barely keep himself off the ground, unless pressing matters called for something a little more than Fluttershy-level skill.

But, despite it all, she loved him. And now that he was free from the hold the changelings held on him, she wasn’t going to take her eyes off him. That was the real reason she insisted that he join her outfit in the Ponyville Guard. He would be under HER supervision, and she would make sure he didn’t go off doing some stupid save-Equestria thing, just to die, or vanish, or whatever, and come back five years later.

She was the commanding officer, after all. So he had to listen to her.

Walking up to the gym door so she could talk to him for a second, she realized he was already talking. Not seeing anypony else in the gym with him, she could only assume that he was talking to himself. What the buck was he even saying?

Pressing her ear to the door, she listened to his conversation.

////

Alex bounced back and forth, wearing his sleek, golden changeling armor, having some kind of dialogue with his punching bag.

“Huh, you think you can take this?” Alex asked the punching bag, hitting his front legs against his chest, as he lamely balanced on his hind legs, “Take all this man- err, stallion?”

The punching bag gave back a powerful and intimidating response that only Alex could hear.

“I see how it is!” Alex nodded, looking around the room, as if he were looking to a crowd around him, “This guy thinks he’s strong or something! Did you know that I beat Discord myself? What do you think of that?”

The punching bag was taken aback by Alex’s admission of defeating of the god of chaos, but its rebuttal was well thought out, and pointed out some other facts from his battle he failed to mention.

“Well, yeah, he turned me to stone with him, but! I still saved Equestria!” Alex fought back, getting really into this argument, “And then, I saved them from the changeling invasion a few weeks ago! Remember that one, big guy?”

The punching bag shot back a response, clearly discouraging Alex with its amazing knowledge of what happened to him while he was brainwashed, and how he had been taken advantage of by the queen.

“It wasn’t consensual! I was pretty much raped!” Alex shouted, biting his lip at the losing argument he was currently in with an inanimate object, “You know what? I’m sick of you! Take this!”

Winding up, Alex finally went for a punch on the bag. But, he simply wound up too much, and ended up throwing his hoof too far to the left, biffing, and hitting his face on to the floor.

Alex sighed, and snapped back to reality.

“Man, I’m glad nopony was watching me—“

Suddenly, the door burst open, and Dash to the floor, laughing so hard, it made Alex feel like he was a complete idiot. Which, with a little consideration, he really was.

“All that- that b-build up for n-nothing!” She laughed, tears running down her face, “You suck so hard!”

Alex felt the great tear of embarrassment roll down his cheek, and on to the floor. He needed to stop being a try-hard sometimes.

“I was just having some fun,” Alex mumbled, her laughter still roaring over his talking, “And you told me to train up!”

“Yeah!” She snarked, wiping a tear from her cheek as she looked to him from her place on the floor, “But, you know, with magic! You suck at hoof to hoof!”

Alex pouted, as he got himself up off the floor.

Dash stood up, a grin glued to her face, and her cheeks matted from the tears of her laughter. “Aren’t you supposed to address me properly, boy?”

“Is there anything you wanted, ma’am?” Alex sighed, rolling his eyes at the attitude she was giving him.

“Nope! I was just stopping by! I’m going to take a nap!” Dash said, walking out of the room and closing the door.

“See if you’re getting any tonight!” Alex shouted at her, trying to sound tough, but, knowing full well that if she wanted some, she would be getting it.

////

Alpha, the token Changeling, had moved to Ponyville quite recently, and in to the Library with Twilight to be looked after, after his slight disagreement with the queen of his hive, Chrysalis. He had only been here about a week, but was acclimating to the change quite well. He was, after all a CHANGEling He found that joke a lot funnier than everypony else did.

So far, he had only been out in the town in a yellow Pegasus skin, as to keep himself from making everypony panic. He had been considering revealing his identity to the towns folk, but had always come up with an excuse to not do it. They would hate him, or run away in terror from him, and whatever else.

So, by and large, he stayed in the library all day. But, that meant he had to keep himself busy! So, he did just that by giving himself projects.

His first, was to read all the books, but that turned out to be a dud, as seven books in, he got bored. So, he moved on to rearranging the bookshelves, to make everything in the library flow better. However, that ended up screwing up Twilights organization of the books themselves. So, he promised her today that he would fix it for her, by placing the books on grouped shelves, so represent what section they were. But, he got sidetracked.

Alpha smiled to himself, browsing over the bookshelves in the library. He had spent all day organizing the shelves for Twilight, but instead of putting them back the way she wanted, he reorganized the entire system she had laid out, with a superior system of his own, instead of Twilight’s inferior ‘category’ system.

If you wanted to read a nonfiction with two ponies falling in love while they solved a mystery, which category would that be under? Probably nonfiction, but that was beside the point! He was a firm believer that categories were not the way that libraries should be organized. They should be completely organized by the books author, and alphabetized within the author’s works!

Looking at the clock, he was surprised to see that it was already four in the afternoon. Twilight said she’d be back around this time, so Alpha finished his last bit of reorganization and sat down by the door, eagerly waiting on being able to tell her that his system was way better than… hers?

As soon as that thought went through his head, he realized just how bad it sounded. Twilight wasn’t the type to be told she has a poor way of doing things. But, as he always tended to, Alpha got way ahead of himself, and threw himself in too deep.

The pit in his stomach grew as he considered all the possibilities of what she would make him do to fix this. He might have to go back to her old, horrendous way of organizing them! He sure hoped that wouldn’t be the—

“Hey, Alpha!” Twilight called, stepping inside the library, her saddlebag filled with supplies for the next week, “I’m back!”

Twilight walked into her newly configured library, hoping that Alpha had fixed everything up for her.

She was worried some ponies might be deterred from reading, if they weren’t able to find their books in the library easily.

“Um, hey, Twilight,” He coughed, wondering what his escape plan would be, should his genius plan not work out, “I, uh… Made some changes to the place for you!”

Tilting her head, she looked around, but didn’t notice any other changes to the furniture. So that could only mean one thing.

“What did you do to my books?” Twilight asked, stepping toward him, narrowing her eyes in to a horrifying gaze.

“I, well, you see, I- I reorganized them! By their author!” He stumbled, scratching the side of his head nervously, realizing just how grave an error he had made.

“I asked you to move the books to where they were supposed to go, not change my entire system!” Twilight said, her mouth hanging open, as her entire expression slowly faded.

Alpha had to convince her that this was in her best interest. He needed to pony up, and stop being scared of the mare that was so much smaller than him.

“You might not believe me now, but this system is WAY better than yours,” Alpha nodded, trying his best to hold his confidence, “This place will run a thousand times better because of me!”

Twilight looked down to the floor, her eyes covered by her mane, as a hoof came up off the floor, ready to strike the changeling where he stood.

“W-woah, Twilight!” Alpha stuttered, stepping backward, as she followed him, “Just give it a try!”

She shook her head, as her hoof started to twitch in anticipation.

Okay, there wouldn’t be any luck on convincing her. He needed something else.

Thinking as fast as possible, Alpha suddenly remembered a picture Twilight had in her room, of her and her mother. Maybe he could soothe her, if he were to imitate her mother!

Another less than stellar idea.

Twilight looked up from the floor, ready to smack some sense into Alpha, when she suddenly jumped back, seeing her mother standing in front of her. It only took a fraction of a second to realize it was just the changeling, but she was still a little freaked out by it.

“You wouldn’t hit your mother, would you?” Alpha asked, in his best female voice, considering he was more of a man-imitator.

Twilight shook her head.

At first, Alpha thought she was shaking her head in response to his question. But, it turned out that she was just shaking her head in general. She kept shaking it as she approached him, raising her hoof once again as she met him.

“H-hey Twilight, what are you doing, uh, honey?” Alpha asked, again in his faux-female voice.

That was the day Twilight slapped her mother’s face.

It was one she would never forget.

////

Rarity looked at the clock in the Boutique and sighed. She still had so much more time to kill before the store closed, and she knew she wouldn’t see a customer, not on a Monday night.

Levitating some cloth off her table, she idly floated it around the open room, watching the loose end flap in the air. It was the most exciting thing she had seen in hours.

Maybe she could go make a snack. Since she had started dating Spike so seriously, she had been a little less careful about how much food she took in. Sometimes she felt like a pig, but between jogging, and other, less mentionable activities with him, she burned off the calories just fine.

Walking out to the kitchen, she looked at the sink, and frowned at the dirty dishes Spike had left in the counter. He always left mess for her to clean up. But, he mostly got away with it, because he was a hard worker otherwise. Like now, for instance. He had gone off to deliver some orders, and would be gone for the next hour or two. So, considering that, she could do some dishes for him in return.

But not now.

She was simply too tired to clean anything up, or even make herself anything to eat, for that matter.

Returning to her seat at the front counter, she started to flirt with the idea of taking a nap. Her sleeping had been so horrible recently, that she felt like she could pass out after a single blink.

It was amazing, just how amazing sleep sounded when you hadn’t had any in almost a week.

But would she have that dream? Would she be in that horrible, destroyed Ponyville?

The more she pondered the question, the more she came to a single decision: Who cared?

Throwing caution to the wind, Rarity closed her eyes, sat down on a chair, and kicked her hind legs up on the counter, as she had seen Rainbow Dash done so many times.

Then, with a quick spell, she locked the door, closed the blinds, and flipped a sign the read ‘Back in Five Minutes.’

As worried as Rarity had been about falling asleep, and the dreams she would have, she had little trouble losing herself to it.

////

Rarity opened her eyes, and found herself instantly back in the Boutique.

Had she been asleep at all?

This must have been one of those times that you fall asleep, and wake up without realizing any time had passed.

Standing up out of her chair, she walked over to the clock on the wall, and tapped the front of it lightly. The hands had stopped on midnight?

It must have broken the night before, and she simply failed to notice.

Turning to her craft table, she was about to reach for a pair of tweezers to rewind the gears into working again, when she glanced a white mare standing at the door, covered by the darkness her blinds created.

“Oh, my goodness!” Rarity said, stepping backward, and fixing her mane with a toss of her head, “I’m so sorry! I’ve been so tired you see, and I just seemed to doze off—“

The mare opened her eyes, to reveal a burning emerald color, almost illuminating the darkness surrounding her.

Rarity suddenly felt very uneasy, as she looked to the window, and threw the blinds to the side, and gasped at what she saw.

There was nothing outside.

No sun, no moon… No stars. Just darkness.

Either every source of light had gone out, darkening the entire world, or Rarity was dreaming.

“Good guess,” A voice came from the darkness, across the room, “You’re sleeping like a baby.”

“W-who are you?” Rarity stuttered, trying to back up as much as she could, “Where am I?”

“Now, Rarity,” She said in a sultry voice, stepping out of the darkness, into the only light in this existence, “Don’t you recognize yourself?”

Rarity gasped, seeing an exact copy of herself walk into the center of the room.

The doppelganger held herself differently from Rarity normally did, her chest pushed out as far as possible, and her head held high, looking down on her horrified self as she approached her.

“This is a dream!” Rarity asked, again, refusing to believe anything in front of her eyes, “I simply need to- to wake up!”

“Oh, darling,” The dream answered, rolling her eyes, “You aren’t going to be waking up any time soon.”

Rarity closed her eyes, and counted to five. When she finished, she would wake up, and she would be in the Boutique!

One.

Two.

Three.

“Four!” The dream laughed.

Five.

Rarity opened her eyes, and sure enough, she was in her store, the sun shining through the windows, and her legs still kicked up on the counter.

Lifting an arm to her mouth, she lightly bit her arm, winching at the moment of pain, but feeling infinitely relived that she had indeed woken up.

“Oh thank goodness,” Rarity whispered under her breath, getting out of the chair and standing up.

“Spike?” Rarity called, wondering if he had come in, and left her to her sleep. She knew he would close the doors to the store, and let her sleep, “Are you home yet? I- I think what Discord said about—“

Rarity stopped dead, as she looked at the clock on the wall.

It said midnight.

Just then, the door opened and a cheery voice called to her as it entered the building.

“Rarity!” Spike’s voice called, as the sound of his hooves knocked against the floor, “I got everything delivered for you!”

Sighing happily, Rarity turned to Spike wanting nothing more than to embrace him, only to see herself standing in the door way, with those same green eyes.

Gasping, she took a step back.

“Was that cruel?” The dream asked, grinning darkly at herself, “Well, I suppose you know the answer to that question.”

Rarity frowned. She didn’t have very much understanding of what Discord had warned her, and her friends about. But something told her that is was going to become very clear, very fast.

“You’re beginning to understand,” She said, her head tilting to the side as she approached Rarity, “If you had to guess, what would my name be?”

Rarity wasn’t sure if she was naming this other version of herself based on an attribute, or if she was supposed to add an ‘x’ to her own name or something.

“The name, Dax, comes to mind,” Rarity said, trying to keep her composure, “But, I suppose you’d like something of your own.”

“Call me, Avarice,” She said, holding her head high at the elegant name she had given herself.

Rarity was silent, not entirely knowing what that word meant.

“You’re not a smart pony, are you?” Avarice asked her, preying on how Rarity thought of herself.

“You and I share the desire for gain. We lust for more. That is avarice.” She explained, “I am that shard of you. We exist as one.”

Rarity shook her head, gaining her composure, as she started approach herself. She knew that this was what Discord had spoken about, and she was going to face it head on, and get it over with.

“So, you and I are the same, is that it?” Rarity asked, playing it through in her head, just as she had imagined it so many times since her warning about this, “I need to accept you, as a part of myself? Is that was Discord told me? Well fine! We are the same!”

“Rarity, my dear,” Avarice smirked, laughing at her own foolishness, “You have no idea who, or what I am.”

This frightened her more than she thought it would. Avarice was right. What did Rarity truly know about herself, and what was she afraid to admit?

Everypony knows that they have a dark side, but they might not know exactly what their dark sides are made up of. It’s strange to face something so foreign, yet so familiar.

“Indeed, what do you know about us?” She asked Rarity, having felt her thoughts, walking a circle around her, “We are a monster.”

“We’re hardly such a thing,” Rarity scoffed, not believing the words coming from her own mouth, “Our Element of Harmony is Generosity, how could we be a monster?”

“You’re greedy, Rarity,” She said, tilting her head, continuing her list slowly, and painfully, “You think yourself above almost everypony else. Applejack is filthy, Fluttershy is useless without you, Pinkie is inappropriate, and has a tone that makes you want to hit her as hard as you can! Of course, a lady would never do such a thing...”

“How—“

“Don’t try to hide yourself from me!” She laughed, walking a circle around the horrified mare, “Deep down, you know all of these things to be true! But, that’s not all that exists within you.”

Rarity winced, what else was she going to say?

“Where should I start? Oh yes, Twilight! We both know what you think about her. How she’s so much better looking than you. But she hides herself in her books! If you had that gorgeous face, you would use it to get everything you wanted! Instead, you’re forced to hide your own hideousness under layers of makeup, and hairstyling. You hate her for that.” Avarice continued, enjoying every little bit of her release.

Rarity held her ground, not wavering to the lies she was feeding her.

“What about Rainbow Dash? Do you want to know what I think? She would have been a better friend to have, had she actually been a lesbian! You could take her out, and show her off to all of your upper-class friends, showing them how forward, and progressive you were to have a gay friend!” Avarice laughed, before showing off a very ugly scowl that Rarity knew from herself all too well, “And that coltfriend of hers? Truly the saddest example of a man I’ve ever seen, being bossed around by her, and not caring that she cheated on him! I’ll bet she’s the type to be rutted when he’s not looking!”

“Rainbow Dash is nothing of the sort!” Rarity shouted, pushing forward, and forcing her dark side to step backward, “You know nothing about the two of them, or what they’ve been through! I- We are lucky to have had it so simple!”

“Because life has been so easy with Spike, is that it? Ha!” Avarice laughed, turning around and walking a few steps away, “You consider yourself superior to everypony, but still consider your relationship with Spike to be wrong, that it makes you a monster.”

This was a feeling Rarity was very familiar with. She would give Avarice that one.

“The way you spread your legs for a pony so many years younger than you, is truly disgusting.” She said, her scowl still on her face, telling Rarity just what it was she thought of her.

Rarity wasn’t sure why, but she felt like she needed to argue this with her more than any other point she had listed.

“Spike was changed by Heart’s Desire!” Rarity shouted suddenly, as her counterpart gave her a truly skeptical look, “He’s been aged forward several years!”

“You can say that he was aged when he became a pony. That may even be the case.” Avarice said calmly, relishing in the distress she was causing her counterpart, “But you, you look in the mirror, and see a filthy whore, so starved for sex, that you’ll look for it anywhere! Even from children!”

“N-no!” Rarity said, her eyes filling with tears as she collapsed on the ground, attempting to cover her ears, “Stop this now! You’re lying!”

Avarice turned around, and gave Rarity a sympathetic look, as she leaned right next to Rarity’s ear.

Maybe she was going to take it all back, tell her that all of it wasn’t true!

“Do you want to know the worst thing of all, Rarity?” Avarice whispered in the ear Rarity was trying so hard to cover, “The hatred you feel for your own sister.”

Rarity frowned, she knew yelling, or insisting it on being a falsehood would only be a waste her time. But Avarice she was going too far. It was pushing Rarity to her own emotional limits.

“Always getting in the way of your work, ruining so many projects… it would have been easier if she had never been born!”

“N-no!” Rarity tried to defend, tears welling in her eyes, “I love her!”

“Please,” Avarice spat, “She’s stolen from you, destroyed your work, she should have been swallowed!”

Rarity gasped in disgust, she was going out of her mind hearing these things. But, that wasn’t even the worst part about all of this.

Being called these things was horrible, that’s for sure. But, who they were coming from, was a million times worse. She knew that this entity was too powerful to be fought. Especially when the only way to beat her was to… Agree with her. But that would never happen. She couldn’t ever say those things about her friends, because she knew them to be completely untrue.

Avarice was going to take over her body, just as Dax did to Alex.

Did that mean she was going to be forced to watch, as this horrible version of herself destroyed her home, and family?

“Are you going to hurt my friends?” Rarity asked quietly, stunning her counterpart with the strange question.

“Did Dax hurt his friends?” Avarice asked, knowing the answer was obvious.

“Well, no. But why would you show me that horrible dream?” Rarity asked, looking up to her doppelganger with red, tear stained eyes, “Why would you show me my home, burned to the ground?”

The light in the room started to vanish, as a dark fog started surround the two ponies.

Avarice went wide eyed, as her expression went from disgust, to confusion.

“What dreams?” She asked, narrowing her gaze at the pony on the floor.

“The Nightmares I’ve been having! If you were me, you would have known about those!” Rarity accused, standing up and pointing her hoof at herself, “You’re a fake!”

“There are some things we don’t share,” Avarice explained quickly, and badly, looking back and forth, as if something was coming to get her, “But you and I need to merge, right now!”

“Never!” Rarity scoffed, giving a strong look to the side and closing her eyes, “You may leave whenever you feel—“

“Shut it!” She growled, her ladylike tone completely gone, “Accept me now! Do it!”

“I would rather die!” Rarity huffed, pointing her nose to the ceiling of her dream-store, and walking away from Avarice.

The smoke around them started to multiply, until it engulfed the area around the two of them, leaving only the center of the room.

“What are you doing?” Rarity accused, losing sight of her doppelganger, “I’d better be waking up right now!”

Avarice said nothing, she only watched the fog with an unpleasant frown.

Rarity watched it carefully, slowly realizing that Avarice had nothing to do with it.

Suddenly, a dark chuckling came from the smoke. Rarity looked to where Avarice had just been, and then back to the source of the noise.

“Who’s there?!” Rarity and Avarice said in unison through the smoke.

“Would you look at the two of you,” A feminine voice whispered in both their ears, “At a moment as fragile as this, it would be a shame if… somepony were to take advantage of it!”

“You haven’t answered my question!” They both said, again.

“My name?” She asked, her voice echoing, as if they were in a massive cave, “I’ll give you a hint.”

“You met me, at a celebration.”

Somepony Rarity had met at a party? That didn’t make any sense.

“It was a long night, but you saw it through to the end.”

“When was the last time she was out really late?” Rarity pondered, trying to remember anything she could about this party.

“In fact, you met your lovely stallion just the day before.”

Spike?

When had she first met Spike? When Twilight came to town for the first time! That memory would have had more fondness for her, however, the Summer Sun Celebration had been ruined by the appearance of Princess Luna…

But it wasn’t Princess Luna.

////

It was late afternoon in Canterlot, and everything was running peacefully. No major incidents, no big bad guys, it was a good day for the residents of the castle! But it wasn’t a good day for the Princess of the night.

Princess Luna stood on her balcony, overlooking her vast kingdom of Equestria, with a deep pit in her stomach. Something wasn’t right.

She had been soundly sleeping, readying herself for the night, when a strange feeling washed over her. It pulled her out of her slumber, and instantly made her heart race.

Looking to the lowering sun, Luna felt something on the wind blow past her face, and force her mane into her eye. Brushing it out, that same wind suddenly ripped away from her, as if somepony had turned on a vacuum right in her face.

“Where is this… coming from?” Luna stumbled, fighting against the wind, as she looked to where it was going. She had hoped that it was a colt or filly messing around with magic, but based on the direction, it could have come from only one place. “Ponyville?”

Focusing on the town, her feeling of unease multiplied exponentially.

“I should go see what’s happening—“

Luna’s eyes went wide, as a massive cloud of black smoke exploded from the ground in Ponyville. She had no idea what place in particular had been the origin of the smoke, but this was something that made her feel sick.

The pit in her stomach had come from a familiar feeling, that she recalled relishing in a thousand years ago.

And that feeling, had been the presence of Nightmare Moon.

////

“Rarity?” Spike said, poking the side of his marefriends head, “Were you seriously this tired?”

Rarity’s head was resting against the counter, as she quietly mumbled something inaudible.

“What did you say?” Spike asked, leaning down and placing his ear next to her lips.

“-I need to merge…” Rarity mumbled.

“Merge?” Spike asked, leaning backward and scratching the back of his head.

Suddenly, Rarity’s locked jewel box next to her crafting table levitated itself into the air, as the lid of the box opened.

“What the buck?” Spike mumbled, slowly approaching her box, as he tried to think about what was in this particular case, “What’s even in there anyway? Just her necklaces and earrings… Well, and the—Oh no!”

The box fell to the ground, leaving her Element of Harmony floating in the air by itself.

Then, instantly, it flew past Spike, and slid under Rarity’s sleeping head, and attached itself to her chest.

Spike didn’t get much time to catch up, as his marefriend instantly sat up, though still asleep.

“Rarity!” Spike shouted, as the mare was lifted out of the chair.

Opening her eyes slowly, she gave him an evil grin. One that he didn’t recognize from his marefriend.

“Let’s see you defeat me, when I control one of your Elements of Harmony!” Rarity cackled, stretching out her arms as she was lifted off the ground in a black aura, “My powers, come back to me!”

Spike could feel all the air in the room rush toward her, pulling every piece of clothing off the racks and counters. Even he himself was being dragged toward her by the carpet he was standing in.

Then, suddenly, the air was still, but not as it was a few moments ago. It was almost unnaturally frozen in the silence of the room.

The silence didn’t last long, however.

“Hello, Equestria!” Rarity announced, finishing was a powerful laugh.

A cloud of black smoke exploded out of Rarity’s body, sending Spike backward, and out the window, as the entire Carousel Boutique exploded with a black cloud, sending pieces of wood and cloth all over the place.

Whatever just happened, it had literally leveled the entire store. It no longer existed.

Spike coughed as he tried to get his bearings. What had just happened?

Squinting through the smoke, Spike was able to see the outline of a figure walking toward him.

He assumed it was Princess Celestia, or Luna, considering the size of the pony he made out. However, as the smoke cleared, and the pony was revealed to him, he felt his heart sink.

“Hello, Spikey-Wikey,” She purred, walking toward him as sexily as possible, considering she was still getting used to walking again, “How do you like my new body?”

Spike looked over his marefriend, and had to admit, she looked a little hotter.

But that wasn’t the point here!

She was now easily the same size as a Princess, but with a black coat. Her mane had changed considerably as well. It now rippled, and was filled with stats, just as Princess Luna’s, but it had a white streak running through it, perhaps because of the old color of her coat.

“What happened to you?” Spike whispered in awe, standing himself up and approaching her, slowly running a hoof across her cheek.

“My name is no longer Rarity,” She said, brushing affectionately against his hoof, before suddenly capturing it in a spell, holding him in place right in front of her.

By now, a large group of ponies had come to the scene of the disaster, and were watching the strange situation play out.

“What are you doing?!” Spike asked, trying to free himself from her magic, “Is this what Discord was talking about? About you facing your dark side?”

“I’m afraid not, my dear.” She chuckled, dropping him on the ground and walking past him, “I have, however, taken advantage of that situation.”

“What’s going on then?” Spike demanded, standing up and realizing just how much larger she was than him, “Who the buck are you?”

“Well, I used to be known as, Nightmare Moon.”

“What?!” Spike shouted, as Rainbow Dash ran into the smoke cloud.

“What’s going on?” Rainbow demanded, fastening her gauntlet to her wrist, just to be safe, “Who are you?”

“Ahh, Rainbow Dash,” Nightmare said, smiling wickedly to the cyan mare, “You were there at my defeat!”

“Defeat?” Dash asked, shaking her head, “Spike, who is this chick?”

“That’s Rarity,” He answered, lowering his head, giving the rainbow mare a sad look, “And somehow, Nightmare Moon has taken her over.”

Dash snapped back to the mare, instantly going into attack mode, “You’d better get out of her right now! Don’t make me lay the smack-down on you again!”

“You don’t have the Elements!” She scoffed, waltzing toward the confident mare, “What’s stopping me from, say, setting you on fire?”

Dash smirked, “Try it.”

Not being one to pass up a death wish, Nightmare cast a powerful flame spell. It wouldn’t kill Rainbow Dash… But it would teach her a lesson in speaking to her in such a tone.

The spell fired from her horn like an erupting volcano, shooting a red mist that would explode on contact with anything it touched.

“Nice try,” Dash said, holding her gauntlet up, as vacuum started to pull the red mist into her arm.

“That accessory…” Nightmare said under her breath, before the magic came firing back out toward her, like an exploding buck shot, it covered her completely in the explosive residue.

Now, along with the smog from the destroyed shop, there was also a settling smoke from the explosions that had just hit Nightmare.

“I don’t know how you came to possess that,” A voice said from within the new smoke cloud, “But consider yourself lucky!”

Before any of them could see her again, a bright light lit up the entire area, and the mare vanished.

Spike and Dash looked at one another, each giving the other a worried look.

“If that explosion messed up her face,” Spike warned, “I’m gonna probably cry a lot! On you!”

“You didn’t notice?” Dash asked, looking back to the point of impact for the magic, “The loud buzzing from the impact? She had a field around her.”

Walking forward, Spike confirmed that by looking at the ground. The scorch stopped abruptly, and with a solid line, just in front of where she had been standing. She was safe. And her beautiful face was unharmed.

“Thank goodness.” Spike breathed, looking up at the sky with a worried gaze, “Don’t worry Rarity, we’ll get you out of there.”

////

Rarity tried to see through the smoke around her. Since Nightmare had come into her dream, it had been one horrible thing after the next.

First, she lost track of her ‘other’ self, Avarice. Next, the dream version of the Carousel Boutique exploded. She would have been much more worried, but it was just a dream. Her store was waiting for her, when she would finally wake up.

After her store exploded, she could hear muffled arguments. It was nothing she could make out, but she had a feeling it was coming from the waking world.

What happened after all those things, however, was simply beautiful.

A series of bright lights formed in the sky, lighting it up as if there were stars in this dream.

Then, to top it all off, they exploded in a dazzling display of bright red, lighting up the sky, while simultaneously illuminating the grim, and scorched land around her. It was the same Ponyville she had dreamt about. It was right here. Except now, she could walk around, and explore it.

The only problem was, the light display faded rather quickly, leaving her in near darkness, surrounded by black fog. If only she had a light.

Looking up, Rarity idly wondered if she could use magic in this place. It was, after all, her dream. So, she saw no reason why she couldn’t.

Closing her eyes, a glowing orb grew came from her horn, and slowly floated upward, brightening the immediate area around her.

“Well, isn’t this lovely,” Rarity sighed, her expression sullen at the bright rubble surrounding her, “I think I preferred the dark.”

“I have to agree.”

Rarity turned around, and found herself somewhat relieved at the presence of Avarice. This desolate place in her mind was a little bit better with somepony else. Even if she didn’t particularly like that pony she was with.

“You know, it’s terrible to think of yourself in such a way,” Avarice said to Rarity, smirking, having read her mind once again.

“I think of you as a horrible pony, not myself.” Rarity said simply, starting to question her happiness at this mare’s presence.

Rolling her eyes with a sigh, Avarice took a few steps ahead of Rarity, and looked around the illuminated area.

“Follow me, please,” Avarice asked, not looking back at herself, “We need to continue our discussion.”

“You must be joking!” Rarity laughed, genuinely thinking that she was, “There’s nothing to talk about!”

Avarice turned to her with a horrible scowl, and burning light emitting from her eyes. It was a look that truly terrified Rarity.

“We’re stuck in this dream until we cooperate, Rarity,” She spat, looking forward again and walking away, “Now follow me, if you’d be so kind.”

Shrinking in place, Rarity momentarily considered staying where she was. But, sighing, she followed behind Avarice.

The walk was long, and silent, as Avarice led Rarity to their first destination.

The charred remains of the library. The home of Twilight Sparkle.

“We’re going to start small,” Avarice said, turning, and breaking the silence between the two of them, “Twilight Sparkle, the mother, or sister, of Spike, and the pony you harbor an immense amount of jealousy toward.”

“I have no such feelings toward that pony!” Rarity argued, “Our friendship could never have those kinds of flaws!”

“Why do you insist on fooling yourself? I am you!” Avarice asked her, tilting her head, before closing her eyes and rubbing them, “Like I said, we will start small, considering we now face mortal danger.”

Rarity stood firm, her confidence renewed since the last debate these two had.

“Twilight is smarter than you, is that not true?” Avarice asked simply.

“Of course. I imagine she’s smarter than a great deal of ponies.” Rarity answered matter-of-factly, “That’s not a crime on her part.”

“But you wish you had that same level of intellect, do you not?” Avarice asked, easing the mare into changing her mind.

“Well, yes, obviously! Everypony—“

“That could be called jealousy, couldn’t it?” Avarice instantly inserted.

“In the right circumstances, anything could be—“

“Thank you.” She said, pushing harder into Rarity, “Now, tell me what you think of the way she looks.”

“I know what you’re doing!” Rarity accused, having caught on quickly, “You’re trying to get me to admit to these things, by building up to them with smaller instances!”

“Answer my question.” Avarice asked again, her face unmoving.

“If you’re indeed me, then you know I think she’s gorgeous!” Rarity answered, huffing loudly, “Twilight has a natural beauty about her.”

“Something we weren’t blessed with.” Avarice answered, no longer showing pleasure in her torture of herself.

“No.” She answered, her eyes downcast, and away from Avarice.

“Doesn’t that make you mad?” She continued, stepping toward Rarity and speaking softly, “A pony given both intelligence and looks? And she doesn’t even use them to her own advantage! It confuses, and angers us.”

Biting her lip, Rarity was afraid to answer. Everything this mare said rang true. And while her views were extreme, it looked like some of them existed in her, when she followed the path that led to them.

“Fine.” Rarity said, closing her eyes, as a tear ran down her cheek, “Perhaps… Perhaps I do resent Twilight for a few things. But none of them are her fault. They are purely ours.”

Rarity suddenly gasped, feeling some kind of warmth in her chest, as her entire body lit up for an instant.

“W-what was that?” She asked, looking around for a source of the sensation.

“Let’s move on,” Avarice said, looking in the direction of Rainbow Dash’s house, “We have a lot more to cover.”

Rarity barely had time to recover, before Avarice led her away from the Library.

But, during the walk, her stomach was tying itself in knots.

She had just agreed with this other mare.

What did that mean about everything else she said? Could it all have been true?

////

The sky was far too bright for Nightmare.

Standing on the edge of a cliff, overlooking the vast kingdom of Equestria, she narrowed her eyes at the setting sun. That would be her first thing done away with.

That bright ball that always gave the ponies of this world hope.

It had truly been an experience getting to the point she was at. To everypony in Ponyville, it would have seemed like this was a spontaneous return to the world, but it was anything but.

Since her expulsion from Princess Luna, Nightmare had been sent back to the moon, where she was trapped for years, yet again, as she had been with Luna.

But, there was a change.

Without Luna there, Nightmare had much more control over herself her magic. Additionally she was no longer bound to the surface of the moon.

Her magic itself increased as time went on, but she found it would just to diminish a few weeks later. It was in a constant state of reaching a peak, before falling to a low, where it would begin to rise again.

It didn’t take long for Nightmare to realize that her power was increasing and decreasing along with the cycles of the moon.

On a full moon, when the sun was completely illuminating the surface, she would have no power to speak of. But, when the moon was shrouded in the darkness of a new moon, she could almost feel the magic coursing through her gaseous veins.

So, instead of sitting on the face of the massive rock, and moved herself to the dark side of the moon, where she didn’t need to worry about the sun draining her. From there, she was able to accumulate more and more power, until it reached its absolute peak, and she was able to return to Equestria.

It was a slow process, however.

While she powered herself, she lost track of time, and before she knew it, three years had passed.

Still, that made no difference in the long run. It only granted the ponies of the world a few more years in the light.

When she finally did arrive in Equestria, things were in a fairly bad place.

The Elements of Harmony were black and useless, and their champion had been turned to stone. It was both good and bad news for Nightmare.

Without the Elements, she couldn’t be beaten. Only a few spells on the planet could stop her, and the easiest one to use had been blocked from use. So, to ensure that she would be safe from the Elements, she decided that she would possess one of the bearers.

However, this spelt bad news for her, as she could only possess a pony in a moment of extreme emotional weakness, which none of those ponies were.

Had she arrived a few years earlier, she would have been able to possess Rainbow Dash when Alex was turned to stone. But, that simply wasn’t the case. She had tried on many occasions, when Dash had failed to procure the spell to free him. But had gotten almost nowhere. Her only success had been in some weak manipulation, sending Rainbow Dash into the arms of another stallion for a single night.

After that happened, Dash’s resolve increased massively, forcing Nightmare away from her permanently.

So, she simply had to wait.

Hearing stories from the jester, Discord, she learned that the ponies were going to experience some kind of inner battle, forcing them to face dark, evil parts of themselves.

It would be the perfect chance for her to make a move.

Whoever was taken by their dark side first, would be the one Nightmare would possess.

And after a year of observation, she sincerely hoped that it would be Rarity first. Her elegant figure, and attitude would be the perfect complement to darkness.

Still, there were always wild cards when she took over a new body. Her feelings were sometimes changed, and shaped to somewhat match that of the host.

For instance, right now, she was not only attracted to Rarity’s coltfriend, Spike, but she loved him.

It was strange for that kind of connection to be made instantly, considering it usually took several days for those feelings to be asserted into her.

Looking up, the sun had lowered behind the horizon, and the moon started to rise in its place.

“My power returns,” She purred, looking toward Ponyville from her ledge and smirking, “And so shall I.”

As she stood up, she felt a rush in her head, and a moment of weakness, as her head dropped and shook for a moment.

“You—“ She mumbled, almost collapsing, as her strength quickly came back to her, “You will not win a fight against me, Rarity.”

Casting a spell, she readied herself for teleport back to the small town. She knew that Princess Celestia and Luna would be there already, speaking with Twilight… Perhaps the element of surprise would make this a swift victory for her.

She would cast a few spells, and this would all be over.

////

Everypony was gathered in the library, save Luna and Discord. Luna had gone to apprise her sister of the situation, and Discord was gathering a few items of his own in regards to removing possessions such as this.

Everypony else had nothing to do but wait for the master plan from them.

Rainbow Dash had instructed her guards to patrol the town, and report suspicious activity immediately. They were pretty happy to finally have an assignment. But, would be equally happy when they could return to lounging around all day.

When Dash and Spike explained the situation to the ponies in the library, it had been a shock for all of them, considering Rarity had been taken over by the entity that once controlled Princess Luna. They all wanted nothing more than to save her.

“Why don’t we just go out and find her?” Spike asked his group of friends, surrounding the table, “If we all split up, and use our strongest magic, it should be easy!”

“Spike, if we all split up, there’s no telling what she could do to the ponies that do find her,” Twilight explained softly, taking care not to dash his hopes, “We have to wait for Princess Luna. She’ll have a plan we can follow.”

Spike sighed and walked away from everypony. His mind wasn’t in a great place right now, and maybe he needed to keep a distance from the ponies in their right mind, so they could work out a plan.

“Poor guy,” Dash said, frowning at the sad pony walking away from them all, “I know how he feels.”

“I wish there was something I could do,” Pinkie sighed, trying to think up the funniest joke she could.

“We should leave him alone, Pinkie” Fluttershy warned, knowing exactly what Pinkie was thinking, “Nothing is going to cheer him up, except rescuing Rarity.”

Pinkie looked like this suggestion was causing an internal conflict within her. It was almost as if she was fighting the urge to throw a rubber chicken at him.

“Pinkie,” Fluttershy said warningly, giving her a serious look.

“Fine!” She sighed dramatically, collapsing on the floor, “You have no idea how hard this is for me!”

Alpha laughed under his breath at Pinkies silly attitude, as Twilight turned away from Applejack to face the rest of them.

“We need to get serious guys!” Twilight called, as everypony snapped to her, “This isn’t a time we should be messing around!”

Pinkie looked around the room meekly, before standing up and lowering her head to the floor, “I’m sorry, Twilight.”

“You don’t need to apologize, Pinkie,” Twilight sighed, her expression softening as she looked to Spike, who was still staring out the window, “But we need to be strong for him.”

Pinkie opened her mouth, ready to apologize for apologizing, but was cut off by a massive wind blowing all the windows open.

The gust was so strong, that it promptly blew every candle in the room out.

“What’s going on?” Alex shouted over the howling winds, looking to Dash and Twilight.

Dash didn’t look happy at all. She could feel the same presence she felt at the Carousel Boutique.

It was her.

Twilight was going to cast a spell, but couldn’t honestly think what one to cast. She had no clue what was going on, if Nightmare was in the wind itself, or outside blowing the wind in. She could use a force field, and perhaps lock their enemy out. But, on the other side of that, she could be inside with them.

Everypony’s questions were answered, as a bright flash lit up the ceiling of the Library, bringing in a large mare with it.

It didn’t take them all long to figure out who it was.

“Rarity!” Spike shouted over the wind, looking up to his marefriend with eyes sad enough to have an effect on Nightmare.

Nightmare looked at the stallion for a moment, before tearing her gaze away, and looking to the ponies on the ground.

Seeing her friends made her heart sink. This was harder than she thought it would be.

“All of you!” She shouted, feeling conflict weigh heavily on her mind, on whether she should destroy them.

Rarity’s influence on Nightmare was indeed massive. She had never felt this kind affection toward a group of a host’s friends, let alone care for a stallion so much.

“I have come… to give you all an opportunity,” She said, changing her plans on the spot, “If you follow behind me, help me to extinguish the sun, and conquer this land, no harm will come to any of you, or your friends in this town!”

“Is she serious?” Applejack asked, looking back and forth to her equally confused friends, “Do you really think we’d help YOU?”

“Get out of Rarity!” Spike shouted, growling at her, “You know we’ll just beat you again!”

“Yeah!” Pinkie chimed in, giving a determined look, as she bounced up and down on the floor, “Don’t make us kick your rump again!”

Nightmare shook her head, forcing the influence out of her head. She had no more time for this.

Dropping from the ceiling, Nightmare landed on the table in the center of the room, and instantly surrounded herself in a barrier, just in case any of them decided to try and attack her.

Alex and Alpha tried to be good boys, but both lost themselves looking at the body of this new version of Rarity, before giving each other a wordless exchange over how good she looked.

‘Niiiiice.’ Alex said with his face.

Alpha nodded and reciprocated was a ‘Niiiiice,’ Look.

“What are you looking at?” Dash whispered to Alex.

“Uh, her Cutie Mark is different!” Alex whispered back, earning a respectful nod from Alpha for his masterful deflection.

Dash looked at her rump, and nodded. The gems on her side were now accompanied with several stars, obviously because of Nightmare.

“Nice ass too,” Dash whispered back to him.

Alex went wide eyed, as Alpha gave him a lost look.

‘What did she say?” Alpha’s face asked him.

Alex thought for a moment, he couldn’t make a face to answer the question. That was too much.

“Are you done? Nightmare asked, looked back and forth between the two stallions.

“Please continue,” Alex smiled and nodded.

“Idiots,” She mumbled, focusing back to the group, rather than the two of them.

“What are you doing here? Twilight demanded, stepping forward to voice the concerns of the group, “Why did you take over our friend?”

“Didn’t I already say this?” She scoffed, stepping toward Twilight, “I plan to take over Equestria!”

“Is that it? Take over Equestria?” Alex sighed, giving her a disapproving look, “That’s so generic.”

Nightmare looked back to Alex and gave him a genuinely humored look.

“A human, alicorn in Equestria, calls me generic?” Nightmare laughed, “Sounds like you’re calling the kettle black.”

Alex shut up.

“This world is far too bright for my liking,” She said, continuing on her old speech, “My powers depend on darkness, just as Princess Luna’s powers do. So I will be removing it.”

“Then why Rarity?” Spike shot in, wanting to know why he lost her to this entity, “Why not take over somepony else?”

“Rarity was busy with herself, which made her an easy target.” Nightmare explained fairly vaguely, “But her inner conflict no longer matters. She’s gone. Forever.”

“How dare you!” Pinkie shouted, throwing a hoof up in the air in protest.

“We’ll get’er back!” Applejack added.

“Even if you do turn off the sun, we’ll never stop fighting!” Spike finished for them.

Nightmare growled at their resolve to defeat her. She had actually hoped they would follow behind her. But, clearly, it had been a foolish thought.

“Why do you defend Rarity, so?” Nightmare asked, looking back and forth between all of them, “Do you even know what she thinks of all of you?”

Everypony exchanged confused looks. They had no idea what that meant.

Nightmare could feel Rarity inside of her. But not only that, she could also feel that other entity, that had been confronting her. She was able to feel their thoughts.

And they were horrible, horrible thoughts.

“She holds such contempt for each of you,” Nightmare laughed, reading into these thoughts as she scanned the room, placing the thoughts to each face.

“Twilight Sparkle,” Nightmare said, leaning toward the purple mares face and smiling, “You’re so much better than her. Did you know she hates you for that?”

“What?” Twilight asked, suddenly lost at attack on her friendship with Rarity, “She’s not—“

“So smart, so beautiful, she despises you for that. She hates how much better you are.” Nightmare said, lifting an eyebrow and smirking at Twilights fading expression, “But, then again, who wouldn’t hate that?”

“She’s lying, Twilight!” Dash shouted, walking up to Nightmare and growling, “Rarity doesn’t feel that way at—“

“You know, Rainbow Dash,” She said, tilting her head and looking over the mare, “Rarity is right. You should have been a lesbian.”

“A-a lesbian?” Dash chocked, backing up and shaking her head, “Why would you say that?”

“The rainbow mane? The athletic personality? Please. You’re the epitome of homosexuality.” She said, stepping off the table, still surrounded in her barrier, “Rarity thinks you would have been something to show off. Something to impress her high-class friends with.”

Dash frowned, she was sure that Nightmare was toying with her. But something about this rang true.

Years and years ago, before Dash had asserted to her friends that she was as straight as your average mare, Rarity had been fairly interested in taking her out with her. Now, not in a romantic way, but rather, she desperately wanted to take Dash with her to the many fashion shows she would attend.

She always insisted that Dash had to meet her friends at these shows.

Still, it wasn’t her scene. So, she would always decline, not that it deterred Rarity. She would always come back, and ask again, despite knowing the answer.

And now that Rainbow Dash thought about it, after her explosion at her friends to stop trying to set her up with mares, Rarity stopped asking to go with her to these places. She was simply no longer interested in taking Dash along.

Had she really just been asking her, so she could show her off, as a gay friend? To further herself in her standings?

And if Nightmare was right about that, that meant she was right about Twilight being resented by Rarity. And she would also be right about any other thing she would say.

“We won’t believe you, no matter what you say!” Dash said, hiding her revelation from the group, for obvious reasons, “So stop, right now!”

“I’m just getting started,” Nightmare giggled evilly, before looking to Applejack and giving her a genuinely disgusted look, “You’re covered in dirt, no doubt. Perhaps you should take a bath sometime this week, Applejack.”

Instantly looking down at her chest, Applejack lifted her front left leg and sniffed quickly.

“Ah’ smell jus’ fine!” Applejack said, looking back to her friends, wondering if she had convinced them, “Smell’em Alex!”

“Oh, nono,” Alex shook his head quickly, “Dash only lets me smell her pits.”

Dash would have yelled at him, but she didn’t really want him smelling her either.

“Oh! Oh! Oh!” Pinkie called, jumping up from the back of the crowd, “Do me! Do me!”

“Rarity hates your voice.” She said simply, moving on. Insulting Pinkie greatly.

“She hates my voice?!” Pinkie shouted, her voice creaking and cracking as she yelled, “My voice is smooth as chocolate!”

Turning away from the party pony, she thought to herself about what she could reveal next, to break her friends confidence in her.

“Maybe you’d all like to know some more intimate details about your friend,” Nightmare smiled, realizing just how much dirty knowledge Rarity held within her.

“Don’t you dare!” Spike shouted, fearing nothing embarrassing, but wanting to keep Rarity’s secrets safe from public ears, “Just stop!”

“What are you so scared of?” Nightmare asked him, smirking, “You have quite an impressive size… for a baby dragon turned equine.”

Everypony looked to Spike, as he turned and blushed.

“Do you want to know a secret, Spike? Something Rarity has hidden from you since your first copulation?” Nightmare asked him, walking through the crowd of ponies to Spike, and leaning in close to his ear, “She loves it when you’re the boss.”

Spike wanted to pull away, but he also wanted to hear the rest of this. Sue him!

“When you take charge, and tell her what she can, and can’t do, she goes wild,” Nightmare purred, her own pulse quickening at that thought, “In fact… if you want to boss me around a little, I could—”

As soon as her tongue flicked his ear, Spike jumped back and took a defensive stance.

“There’s only one mare allowed to nibble my… Um…” Spike stammered, still blushing brightly, “Ear!”

Smirking, Nightmare walked away from Spike and toward Fluttershy, who was hiding in the corner, behind a rather thin plant.

“Did you think I would forget about you, Fluttershy dear?” Nightmare said, levitating the plant away from the trembling mare, “I’m sure you’d be happy to know, that Rarity thinks you’re useless!”

“Oh, I know!” Fluttershy nodded, believing her completely, “I can’t do anything! Really!”

Nightmare frowned, that wasn’t what she expected.

“Rarity thinks you need somepony to hold your hoof, for everything!” She said, shaking her head at Fluttershy’s sudden polite smile, “Doesn’t that make you angry?!”

“There’s nothing to get mad about,” She shrugged, looking up to the mare with zero sadness in her eyes, “She’s absolutely right! Well, if that’s okay with you.”

“W-well, fine!” Nightmare coughed, wishing that had gone any other way, “Hmph!”

Pointing her nose to the ceiling, she walked away from the yellow Pegasus, stepping back on to the table.

“Huh?” Alex asked, looking back and forth, “What about me? Doesn’t she hate me too?”

“You whine a lot.” Nightmare said passingly, waving a hoof dismissively at him.

“What? No I do not! ” Alex whined, before stopping himself, “Oh.”

“Why are you wasting so much time talking?” Alpha spoke up, for the first time in the conversation, “You could have easily killed us all by now.”

A squeak could be heard by Fluttershy, as she hid behind a bookshelf.

“I don’t have to answer any of your questions!” Nightmare spat, not actually having a real response for him, “Consider yourself lucky that you still stand where you do!”

Alpha had heard much of the Nightmare fairy tale, and how she was a herald of destruction. He couldn’t imagine that anypony hadn’t heard the same.

But that story was always told one way.

Destruction. And there was always lots of it.

So why was she so docile, and even affectionate with the friends of her host?

Nightmare looked over Alpha. She could read what he was thinking on his face. He wasn’t showing fear, only confusion. Confusion toward her, and this attitude Rarity had created in her.

Looking around the room, Nightmare tried to picture herself hurting them. Destroying one with magic, crushing one’s head under her hoof, or even running through two of them with her horn.

It hurt to have those thoughts. They made her chest ache.

“What are you doing to me, Rarity?” Nightmare murmured to herself, as she quickly realized that her time in the room with these ponies was coming to an end.

“Please let her go!” Spike called again, walking through the group to face the towering mare, “She doesn’t deserve this!”

Nightmare wanted to laugh in his face, or even slap him for addressing her so rudely. But she couldn’t. All she could see on his face was the pain she had caused him. And that, in return, was doing something to her.

Suddenly, the front door exploded open, revealing Princess Luna and Discord.

“My my,” Discord said, narrowing his gaze to the black mare standing in front of him, “You must be the one everypony is in such a fuss over.”

Snapping away from Spike, Nightmare frowned at the sight of these two. She could instantly feel her contempt return.

“Discord.” Nightmare spat, once again scowling at them, “You’ve gone soft, I see.”

“What can I say?” He shrugged, floating into the library, giving himself a moment to look over this new pony, “You tend to be softer, when you’re not made of stone.”

Walking past Discord, Luna didn’t say a word to the entity as she approached her.

“Hello, Luna.” Nightmare said quietly, as all sorts of feelings rushed back to her, “Have you missed me?”

“If you leave this mare now, we will let you go.” Luna said sternly, not allowing her emotions to get the better of her, “Don’t make us destroy you, sister.”

“Did she just call her ‘sister?’” Alex whispered to Dash.

“I think so,” Dash answered, not daring look away from the two mares.

“Without this mare, and the Elements of Harmony, you have no hope.” She said, matter-of-factly, “No other magic exists that could defeat me.”

“Do not underestimate us,” Luna warned, looking up into the eyes of her old counterpart, “Alex has mastered the harmonic magic’s, just as Rarity is right now. You have no defense against them.”

Nightmare knew of their magic, but had an ace in the hole.

“Any damage done to me, will be translated on to your friend,” Nightmare said, leaning down to be nose-to-nose with Luna, “And unless you can exercise me with one of those spells, I suggest you be careful.”

“Well, at least we can keep you here,” Alex shrugged, piercing Nightmare’s shield spell with his own levitation spell, holding the being in place above the table, unable to move.

“What?!” She barked, thrashing as much as she could in the spell, “You were able to do this the whole time?”

“Uh, yes?” Alex said, scratching the side of his head, “I’m kind of a big deal.”

“Of course you are, how predictable!” She growled, casting a spell of her own, “I don’t have time for this!”

“Stop her!” Luna shouted, running at Nightmare, as she cast the spell.

However, she was simply too slow, and the mare vanished in a bright light, just as she had appeared.

Luna sighed as she stepped back from the table, her eyes closed, but still radiating fury.

“Please assemble around the table,” Luna asked softly, hiding her anger quite well, “We must discuss strategy.”

“Why did you call her ‘sister?’” Twilight asked timidly, stepping toward the princess carefully.

“When you spend a thousand years with somepony, despite their alignment to good or evil, bonds are formed.” Luna explained briefly, “But I must ask that we move on.”

Everypony quietly complied, and sound their places at the table.

“I’m afraid you’re all not going to like what I have to say,” Luna sighed, looking to Spike and giving him a sympathetic look.

“What do you mean?” Spike asked, his heart sinking at the apologetic tone in her voice.

“Rarity must win this fight herself.”

////

At this point, much of this current situation had sunk into Rarity, and it had taken the breath out of her chest, both literally and figuratively. And her hope for the situation was similarly placed.

They had walked down the road, from the Library, toward Sugarcube Corner in relative silence, leaving Rarity to consider all she had said about Twilight. It made her feel terrible, and she hated herself for agreeing with Avarice the small amount that she did.

“Here we are,” Avarice announced, as they arrived at the local bakery, “It’s nice not having to smell cake for once.”

That was something Rarity completely agreed with.

“Don’t you think it’s horrible?” Avarice asked her, as she stepped up into the bakery, “The way they pedal such unhealthy snacks?”

“I suppose,” Rarity nodded, following behind her into the store, “But everypony has to make a living, you know.”

“By killing ponies with their food?” Avarice scoffed.

“You make them sound like they sell addictive substances!” Rarity shot back, knowing Avarice was taking this a step further than she needed to, “They sell much more happiness, than they sell damage.”

“Perhaps you’re right,” She said, huffing at the infallible logic from the mare, “But that’s not why we’re here.”

“No, I suppose it’s not.” Rarity replied, with an unhappy, but determined tone, “What do you have to tell me about Pinkie Pie?”

Walking forward and chuckling, Avarice levitated a straw hat from the floor, and placed it on her head, “How do I look?”

“Doesn’t that belong to Applejack?” Rarity asked, wondering why that had been here in the first place.

“It’s here, because of your suspicions,” Avarice answered her, as if Rarity had been speaking aloud, “If you had to choose two of your friends, to turn gay with one another— well, besides Rainbow Dash and anypony she could get her hooves on, who would it be?

“J-just what are you asking me?” Rarity gasped, taken aback by the sudden question.

“I’m talking about Applejack and Pinkie Pie!” Avarice laughed, truly enjoying the look of shock on Rarity’s face.

“You may convince me that Twilight is better looking than I, and even that Pinkie’s voice may be a tad annoying—“

“I haven’t mentioned her voice in this building yet,” Avarice asked, smiling inwardly, “Why would you bring up her voice at a time like this?”

“Because I have such a hard time disagreeing with it,” Rarity answered honestly, “But convincing me that I ship the two of them? You must be a fool!”

“This is one secret that’s deep in your mind, I will admit,” Avarice said, nodding slowly, enjoying the rejection from Rarity, “But it burns brightly.”

“Then sell me,” Rarity asked politely, walking over to a nearby chair and sitting down, “Make me see the light of this particular secret I harbor.”

“If you insist,” Avarice said, walking over to the counter of the store and inspecting the ruined glass that once held the display cupcakes.

“Applejack and Pinkie Pie, both equally horrible in their own respects,” Avarice began, looking to Rarity expecting a backlash from her talk, but, only got a patient face, “One filthy and uncouth, and one with the mindset of a five year old, a good match already.”

“Oh please,” Rarity mumbled, rolling her eyes, “Those two things don’t make them compatible at all.”

“Ah! So you admit that they’re those things?” Avarice asked, smirking at her small victory.

“It’s no secret that I consider Applejack uncouth, neither is it a secret that Pinkie Pie acts like a child,” Rarity answered matter-of-factly.

“Well, isn’t it strange that you’ve never seen Applejack really speak to a stallion?” Avarice said, tilting her head and scratching her chin, “She works so much, you’d think she would enjoy some release every now and then.”

“Perhaps she finds release elsewhere,” Rarity answered coolly.

“Perhaps in one of her friends?”

“No!” Rarity shouted, now very uncool, “You have no idea what you’re talking about!”

“And what about Pinkie?” Avarice progressed, looking up the stairs to where Pinkie’s room would be, had the top half of the building not been destroyed, “That mare would give it to anypony who asked!”

“How could you say that about Pinkie?” Rarity asked incredulously, “That girl hasn’t even had a boyfriend!”

“Because?” Avarice led, as Rarity realized she was again referencing her together with Applejack.

“If you think you’re giving me a compelling argument, you’re wrong!” Rarity frowned, upset that she kept falling into this traps.

Continuing, Avarice turned back to face Rarity, and slowly approached her, as she laid her argument out further.

“They both love sweets and baking, they always spend time alone together, you even saw them intimate one time, don’t you remember?” Avarice asked, as the memory snapped back into Rarity’s memory.

Rarity had indeed seen them in a strange situation one night, when Applejack showed up at Pinkie’s store door, and the two shared a lingering hug. It was one that she simply brushed off as an overly friendly embrace—She did know Pinkie to be affectionate, after all.

“That was nothing,” Rarity rolled her eyes.

“Don’t you remember dwelling on it when you got home?” Avarice asked, “You wondered what they could possibly be doing together so late.”

“But I moved past it!” Rarity argued back.

“Perhaps you did,” Avarice shrugged, “But it started to fester in the back of your head. Every time you see them together, it builds a little more. Soon, it will be all you see in the two of them.”

Rarity honestly had no idea where she was coming from with this, no part of her thought this was the case between Applejack and Pinkie. Not even a tiny bit. So, why was she so adamant about this secret in particular? Was she indeed hiding it that much?

“Applejack stops in at that store at least once a day, and both her and Pinkie vanish for a good fifteen minutes!” Avarice continued, knowing that this statement was truth, “One trip down south each should cover that time.”

Rarity winced at the rather descriptive imagery.

“Those two are made for one another,” Avarice said, raising an eyebrow to Rarity, “One disgusting screw up, and an immature brat!”

Rarity stood up, having had just about enough of this.

“You have no place saying these things to me, as they are complete lies!” Rarity shouted, stepping forward into Avarice, forcing the dark side back, “You may get me to admit that I think Applejack is simply filthy! Perhaps even interested in mares!”

Avarice smiled.

“And you will even be able to get me to say that Pinkie acts like a child, and needs to grow up, or perhaps check herself into a mental institution, to get some real help!” Rarity continued, feeling all of the pressure in her chest vanish, happy to be putting this horrible pony in her place, “But I will never- and I repeat! NEVER, admit that I think they are in some kind of sex-fueled lesbian relationship! You’d be a fool to try and pursue this any further!”

Avarice closed her eyes, and started to chuckle.

“What are you laughing at?” Rarity asked, feeling the control se had just asserted slip away into the abyss, “What’s so funny?!”

“Neither you, or I, think they’re in any kind relationship, besides friendship,” Avarice laughed, looking to her other self with a smirk plastered across her face, “I simply played their relationship up, so you’d explode and admit everything else to me.”

Rarity felt her heart drop. She had walked right into it.

“You think Applejack is disgusting, and perhaps even gay.” Avarice cackled, only making Rarity feel worse than she already did, “And you admitted to thinking of Pinkie as nothing more than a child.”

“I- I only think those things sometimes!” Rarity stammered, trying to back away from her full confession, “I still care about them!”

“I know you do,” Avarice said half convincingly, stepping back to the doorway, “Come now. We still have a few more trips to make.”

It honestly felt like being punched in the stomach, being tricked into saying so many terrible things. She hoped that her friends never had to hear these secrets leave her mouth.

////

The sun had long since set in Equestria, and the dark entity had decided to take full advantage of that.

Nightmare walked down the dark streets of Ponyville, looking for prey.

The night was still young, so she knew that ponies would still be out. But still, she had to stay hidden, lest she call the attention of Twilight and her friends.

So what was there to do?

That was a good question.

Considering her rather evil personality, and the large, unsuspecting town, she had limitless options. And yet, nothing stuck out as something she desperately wanted to do, which was a change for her.

When she first took over Princess Luna a thousand years ago, she wanted nothing more than to demolish that pristine, white castle, and rebuild her own in its place. But now, there was literally nothing she could get herself interested in doing.

Maybe it had been the considerable amount of time she had spent on the moon that was causing her so many problems. She just needed to start small!

Her thoughts were silenced when she heard three young girls giggling just around the corner.

“I know that laugh.” Nightmare mumbled, vanishing from sight into a shadow, as the three girls walked around the corner.

Sweetie Belle, Scootaloo, and Apple Bloom were all heading in the direction of the library, completely oblivious to the events unfolding in town.

As Nightmare recalled from Rarity’s mind, the three of them were supposed to be spending the night at Sweet Apple Acres.

And with all of these sudden developments, Applejack would have likely told them to stay put, not telling them about what had happened to Rarity. And, with the debris of the Carousel Boutique this far away, they probably wouldn’t encounter it; or any of its pieces any time soon.

She had expected her first thought about the girls to be in regards to how she could scare them, or use them to her advantage in conquering Equestria.

But, the first thing that crossed her mind was, ‘Why are those girls out so late? They could get hurt in the dark! By a robber, or by some kind of perverted foalnapper, or…’

By something like her?

Nightmare didn’t reveal her position. She simply watched as the three girls continued on their path.

Her brain was giving her two directions at once at this point.

Go get them, they’d be invaluable.

And, leave them. They’re nothing more than innocent girls.

“What is this?” Nightmare mumbled, trying to find the will to attack them.

Instead, she simply watched them move down the road, unable to move from her place in the dark.

From the end of the road, a few new ponies entered the scene.

“That’s a nice saddle bag you’ve got!” A tough voice said to the girls, far ahead of Nightmare, “Got anything for me in there?”

Snapping in the direction of the voice, she narrowed her gaze as two larger, but still young, pegasi stepped out of a nearby park toward the three girls.

“Just some money to buy a few cupcakes!” Sweetie chirped, looking to the bag on Apple Bloom’s back, oblivious to the intentions of the colts.

“Sweetie Belle,” Scootaloo warned quietly, seeing the danger of their situation, “These guys are bad news.”

“Not everypony is a bad pony!” Sweetie said back, her smile just as big as ever, “How do you expect to make friends, if you never trust them?”

“Ah’ don’ know,” Apple Bloom said, as she shrunk in toward her other two friends, protecting the bag on her back, “They don’ look awful friendly.”

“We’re friendly!” The colt said, giving Sweetie a sickening smile, “But, we might not be, if you don’t give us all your bits.”

Upon hearing this, all the youthful optimism drained from Sweetie’s face, and was replaced with a truly betrayed expression.

“You’re bad guys?” She squeaked, as her eyes expanded to twenty two times their normal size, almost breaking the heart of everypony in a five mile radius.

“Just give us the money!” The colt growled, grabbing Apple Bloom’s saddlebag with his mouth, and tried to pull it away.

“Leave her alone!” Sweetie Belle shouted, running at the colt, only to be pushed away, and thrown on the ground.

Nightmare felt a pang of rage build up in her. It was a comforting thing to feel, considering she hadn’t felt like herself at all since her taking over Rarity.

“Hey!” Nightmare shouted, revealing herself from the shadows, as she walked down the road toward the group of young ponies.

“Oh crap! Let’s get out of here!” The other colt called, as his friend released the bag and tried to fly away.

“Not so fast!” Nightmare said, capturing the two of them in a levitation spell, and dragging them back to the girls, “Did I say you could leave?”

The boys wailed and screamed as Nightmare reached the group, and turned them around to face her.

The five young ponies were all shocked at the size of this mare, as she walked between them.

She was the same size as Princess Celestia and Luna! What did that make her then? Was she a princess too?

“It’s not very nice to take things from ponies, you know.” Nightmare said in a sweet tone, putting all of them on edge, “Now, what would be a worthwhile punishment?”

Looking to their rapidly flailing wings, she smirked.

“I’ll bet it would be much harder to run away without those,” She said, pointing to their backs, and beginning to cast a spell, “This should be a fair trade.”

Both of the boys yelped as their wings each vanished from their bodies, and reappeared on Apple Bloom and Sweetie Belle, in much smaller versions.

“Now run along.” She said, in the same, happy tone, dropping the boys on the ground, before her voice got much darker, “And if you do this again, I’ll take away more than your wings.”

They both looked to each other, before turning around, and running away in tears. The wailing could be heard from blocks away.

“Wow!” Sweetie chirped, looking to the mare who used to be her sister, oblivious of that fact, “Thank you so much! I can fly now!”

“Ah’ don’ know if that was the right thing tuh’ do…” Apple Bloom muttered, looking over her shoulder and walking backward in a circle, hoping to get a better angle on her new wings.

Nightmare had a very contrasting attitude toward the girls.

“What are the three of you doing out so late?” Nightmare barked, losing control to Rarity’s influence over her, “What would have happened if I wasn’t here, hmm?”

The three girls shrunk back, as this villain continued to scold them on the proper rules regarding leaving the house after dark.

“Next time, I expect all of you to think more before you act, is that understood?” Nightmare asked, giving Sweetie Belle a look the filly almost recognized.

“You sound a lot like my sister!” Sweetie said, giggling a bit, despite the trouble they were receiving, “But, she’s always right. So, we’re sorry.”

“Yeah, we’ll be smarter next time!” Scootaloo nodded, smiling sheepishly, “Thanks for giving them wings too!”

The girls were far too casual about the sudden appearance of the wings on themselves.

Nightmare could only think of it as adorable.

And that made her frown.

“Don’t let me catch you out here again,” Nightmare said rather coldly, as she started to walk away from them.

“Uh, thanks again!” Apple Bloom called, as the large mare vanished into the darkness.

“What are we gonna do with our new wings?” Sweetie Belle asked excitedly, flapping them as quickly as she could, “How do I fly, Scoots?”

“As if I know!” She huffed, wishing that she had gotten a horn out of the deal, or something at all really.

“Ah’m doin’ it!” Apple Bloom cheered, as she hovered off the ground momentarily, “This’s awesome!”

Snapping to her friend, Scootaloo gasped.

“But- Wha- How-“ Scootaloo stuttered, her mouth ajar at her flying friend.

“Look at me!” Sweetie Belle called, as she moved up from the ground herself, “This is so much fun!”

Scootaloo was sadder than she had been in years.

////

“I don’t like this!” Spike shouted, pacing back and forth in the library, “What if Rarity can’t do it? Are we supposed to just kill her?”

Luna sighed, after she fully explained her plan to everypony, Spike lost his mind.

Her plan, was to let Rarity fight her inner battle, so when she conquered her dark side, the resulting power surge would likely give her the ability to cast Nightmare out, into the open, where she could then be destroyed by conventional magic. Luna was confident she would be able to track her down once her true form was exposed once again.

But, that plan depended a lot on a pony who they couldn’t even speak to.

“Twilight!” Spike called, seeing the sullen look on her face, “Don’t tell me you agree with her!”

“Spike,” Twilight began, not even able to find the words she wanted to speak, “We need to trust Rarity.”

“Twilight, I trust Rarity,” Spike said, “But that doesn’t mean I’ll risk her life over it!”

Twilight looked around the room, hoping anypony would have something to say. None of them did.

“Alex,” Spike said, walking over to his friend, and giving him a truly pleading look, “Come with me, and help me find her.”

Alex looked up from the floor, giving him an apologetic look.

“Spike, we can’t interfere, Twilight is right.” Alex sighed, knowing this would hurt him.

“After I went with you to Manehattan, and fought tooth and nail to stop Rainbow Dash from being forced into joining the Wonderbolts?” Spike asked, his tone sounding more and more betrayed, “You wouldn’t help me try to save Rarity’s life?”

Alex looked back to the ground, having no response.

Spike shook his head angrily, before turning away from Alex and walking to the door.

“Fine. I’ll save her myself!” Spike shouted, slamming the door closed behind him, as he walked off into the night.

The silence that followed the slamming door was deafening. Everypony wanted to agree with Spike, but nopony could. Luna and Discord were right, end of discussion.

Because Rarity was fighting herself, in order to gain great power, they had to let this happen. Any sudden shift in Nightmare, could start a chain reaction, ending with them losing Rarity forever.

The silence was broken, as the door once again opened, and the three fillies walked into the room, looking as proud as could be. Well, except for Scoots.

“Hey Applejack!” Apple Bloom called excitedly, “Look what ah’ got!”

Everypony went wide-eyed at the extra wings on the two girls.

“Where in tarnation did’ya get those?” Applejack demanded, stomping over to her sister.

“We got them from a really nice mare!” Sweetie Belle explained, as chipper as she could be, “A couple of mean guys tried to hurt us, but this big black mare saved us! And then she took away their wings, and gave them to us!”

“Did this mare happen to give you her name?” Twilight asked slowly, having a strong feeling she already knew who it was.

“I don’t think so,” Scootaloo said, scratching her chin, “But she had this big wavy mane! Like you, Luna!”

Everypony looked between one another in shock.

“Why would she help them?” Alpha asked, not having much of a grasp on the situation, “I thought she was, you know, a bad guy.”

“I don’t know,” Luna said, shocked that Nightmare had displayed such an attitude at all, “She was thrilled to fight my sister when she controlled me, why would she help Rarity’s sister?”

Sweetie Belle scoffed, giving everypony the room a truly horrified look.

“It’s because I’m so cute!” She said, as if that were the only possibility, “Remember the Diamond Dogs?”

Twilight was about to argue with her, but did indeed remember Sweetie Belle becoming the queen of the Diamond Dogs for about an hour, before Rarity and her dragged her home.

“Hey, sis!” Apple Bloom cut in, lightly taking off from the ground, “Look at me!”

“Don’t ya’ll get used’tuh that!” Applejack warned, “Yer’ givin’em back right this instant!”

“Aww!” The two girls whined in unison.

Shaking her head, Luna returned to the topic at hand.

“While it could be that you’re cute, Sweetie Belle,” Luna sighed, not wanting to shatter the poor girls dream, “But more than likely, it’s Rarity’s influence over her.”

“What do you mean?” Sweetie asked, as everypony realized that the filly had no clue what the fate of her sister had been, “How is Rarity inf- infloo- influenza-ing that mare?”

Rainbow Dash exhaled quietly.

“They were friends.” Dash lied, keeping the secret from the girls for now, “You were just too young to remember her.”

“Oh,” Sweetie nodded, completely accepting the answer.

After a few moments of silence, Applejack decided it was probably time to get those wings back on their owners, she just hoped Twilight or Luna knew how to do that kind of spell.

////

Nightmare was in a completely foreign mindset right now.

Somehow, when she possessed Rarity, she also possessed a large percentage of her feelings. It was to a point it had never been before.

She had taken over so many ponies in the past, each one falling under her hoof, and becoming nothing more than a suit for her to wear. But this time was different. She genuinely wanted no harm to come to Rarity’s friends, instead of the basic indifference she would feel.

What was this mare doing to her?

“What am I even doing here?” Nightmare muttered, looking at the night sky, and appreciating its vast beauty, “Destroying the sun? Taking over Equestria?”

Indeed, it was a boring, and rather unattainable plan, just as that lame alicorn had told her.

But boring wasn’t the point! She was going to take over the world, extinguish the sun, and- and turn Equestria into a paradise of darkness!

“Why don’t I want that?” She exhaled quietly, a pained confusion on her face, “I’ve always wanted that.”

More times than she could count, she had committed unspeakable atrocities. She had killed countless ponies, destroyed so many families, and so many homes. It was something she had never regretted, until this point.

But now, it felt like she had been hit by a train. Like every single unspeakable act she had committed, was coming back and punching her in the stomach. The more she thought about the past, the worse it got.

It confused her greatly.

Shaking her head, a massive anger coursed through her body, as the frustration of her situation grew to a completely new breaking point.

“Why is this happening?!” She shouted, unleashing random spells into the sky, lighting everything around her in a dark red, “I am not weak! This mare has no power over me!”

Turning toward the tip of the mountain she was on, she fired one final blast at the peak, completely annihilating it, sending massive stones in all directions around her.

Watching the path of one of those rocks, she followed ahead of its trajectory, and realized that it was on course to crash into a small house at the very bottom of the mountain, about a minute away from the stone.

The small log cabin was clearly inhabited, as a smoke was rising out of the chimney.

Nightmare could use this. She could prove to herself right now that she was in control. The stone would destroy that house, and kill the inhabitants. Period. She would be her old self once again.

“This is it.” She growled to herself, watching the stone tumble to earth in anticipation, “Kill them and make me myself again.”

When the stone collapsed the house, and killed whoever was inside it, she would be convinced that Rarity had no hold over her, and she would be able to return to what she originally wanted. To what was comfortable for her.

The stone tumbled down its path, picking up more speed with each hop, as it crashed downward.

Nightmare found herself hoping more and more that the stone would tumble in another direction, and miss the house. But, as it got closer, it was clear that it wouldn’t happen.

Suddenly, the door to the house flew open, and two ponies ran out, with a child in tow. They had seen it coming, and were getting away from it as quickly as possible, before it stuck their house in the next few seconds.

Nightmare breathed a much unwanted sigh of relief as the ponies moved away.

However, her relief was cut short when the child escaping the stone’s path tripped, and promptly started to cry, unmoving from its position, where it would certainly be struck by the stone.

“No,” Nightmare said, as the two ponies ran back for the child, putting themselves in harm’s way to save him, despite having no kind of magic to protect themselves from the damage they would sustain.

Seeing this made Nightmare confused. Why would they go back like that? They were going to end their own lives, with their child. It wasn’t logical. Nightmare scoffed at the idea of risking her life for anypony. She looked out for herself, and that was it.

And she genuinely believed herself. She couldn’t think of a single pony in Equestria now, or in the past that was worth her risking her life. Not one.

That was, until Sweetie Belle came to her mind.

If she were in mortal danger…

It made Nightmare’s heart sink at just the thought. It was truly a horrible feeling, imagining a loved one in danger like that.

And when she put herself in the horse shoes of the ponies down below her, protecting their child, her mind was radically changed.

“Damnation!” Nightmare shouted, pointing a hoof at the massive rolling stone, and firing a powerful spell.

The magic instantly reached its target, and promptly exploded the stone into a cloud of harmless dust, just feet away from the house, and its cowering inhabitants.

“Thank goodness,” Nightmare panted, “I-I, Saved them.”

Again, the rush of anger came to her mind, as she tried to contemplate what she had just done by saving those ponies. Never in a million years would she have done that while inside of Princess Luna, but here she was, in a much lesser pony, being changed from the inside out.

Looking back to the family on the ground, her anger stopped in its tracks, when she could see the two parents waving to her from the ground. They were thanking her.

And it was fulfilling to see that. It made her feel good.

Before she knew what she was doing, she raised a hoof, and gently waved back.

She continued to do so for a few moments, until the father lifted the child, and carried him inside, with the mother closely behind them.

Nightmare smiled.

////

Spike walked down the road in the town, his anger long since died out, and replaced with apprehension. His entire body was trembling with worry that something horrible might happen to Rarity.

Without her, he wasn’t sure what he would do with his life.

Since he had moved in to their, well, now-destroyed home, he had done nothing but grow closer and closer to her.

He was even looking at rings.

But now, all he cared about was having her back in his arms. It was the worst feeling he had ever experienced. It made him want to break down and cry.

“Where could she be?” He spoke aloud, as he around Ponyville, hoping for some kind of sign of the mare to pop out at him, “Once I find her, I’ll… I don’t know.”

Spike considered just what he could do to save her from Nightmare.

He didn’t know any kind of magic that could liberate her from that beast, and he was pretty sure he couldn’t coax her out with begging, or confessions of love.

So, what else was there?

Go back and beg Alex or Discord to save her for them?

They didn’t even know the kind of magic she used to enter Rarity in the first place. How were they supposed to cast the opposite of that spell?

But, there was always the option he had been given in the beginning. Trust Rarity to complete the job herself.

This was the one he had the hardest time with. Rarity wasn’t the best at taking criticism, and according to Discord, criticism is all she was going to receive from her shadow self.

But, perhaps she was aware of the situation with Nightmare in her mind. Perhaps she was making a real effort to overcome herself because of that. And perhaps she was already half way to accepting the shadow inside of her, and defeating the monster controlling her. That would be the absolute best case scenario.

Looking back toward the library, Spike sighed. There was nothing he could do. And while he hated it, he needed to take a step back right now.

He needed to give her a chance, and that wasn’t happening when he was out looking for her like this.

////

Rarity couldn’t believe how many things Avarice had made her realize about Pinkie, Applejack and Twilight. It was hard, to say the least.

Rarity had followed Avarice through the remnants of her hometown, and was now moving along the edge of the Everfree Forest, toward what could only be Fluttershy’s cottage. Her counterpart was moving quickly, so she had fallen behind.

The worst part of her trek through Ponyville hadn’t been the moments of truth being shown to her by Avarice, but the silence that followed, as all of that information sunk in during her walk to the next place in her mind.

“Here we are,” Avarice announced, knowing that Rarity had lagged back somewhat during their walk, “You simply must hurry yourself along, dear.”

“You’re not- not real!” Rarity complained, her breath ragged and mane a complete mess, “You don’t have- have real lungs!”

“We are in your mind, Rarity,” Avarice chuckled, looking over her shoulder to herself, “The exhaustion only exists because you imagine it.”

That made sense, but Rarity simply had no idea how to change anything about that.

“Well, I’ll take your word for it!” She said, panting between her words.

“You make this too hard on yourself,” She said, walking away from Rarity, toward the cottage, which, like everything else, was in shambles.

“So, you’re going to tell me what I think of Fluttershy?” Rarity asked, catching up quickly, “How she’s nothing more than a useless waste of skin, I suppose?”

Avarice gave Rarity an impressed look, “You put it even better than I do!”

“I would never say such a thing about her! Don’t even try to convince me otherwise!” Rarity scoffed, sounding a bit like a broken record at this point.

“Haven’t I already shown you that I’m right, Rarity?” She asked, having had a feeling that this would happen, “You could save all of us so much trouble.”

“No! I won’t have any part in insulting my dearest friends!” Rarity insisted, walking past Avarice and examining the cottage, “What kind of pony do you think I am?”

“Are you stupid?” She asked, dropping the lady-like demeanor, “I know what kind of pony you are! I am you!”

Rarity simply scoffed in response.

“You stubborn mare,” Avarice growled, lifting Rarity off the ground just an inch, in a levitation spell around her neck, “Do you understand what’s at stake right now?”

Rarity knew what was at stake. Her body was possessed by the spirit of Nightmare Moon... But she still couldn’t get past some of the things Avarice had told her.

“Here’s your choice!” Avarice spat, walking to within an inch of Rarity, “You can let Nightmare kill all of your friends, or you can accept that you’re a horrible pony!”

“I- I’m not!” Rarity managed.

“You do know what I am, right?” Avarice asked, loosening the spell, and allowing Rarity to land back on the ground, “You know what caused me to appear, right?”

Rubbing her tender neck, she sighed and nodded.

“You’re here, because of Discord, and the Elements of Harmony.” Rarity answered correctly, exhaling loudly.

“And who else is this going to happen to?” Avarice asked, again having to lay everything out for her other self.

“Well, all of my friends!” Rarity said, the gears in her head still not turning, “They’ll all have to face you. Or, rather, themselves.”

“And what do you think they will say to themselves?” She said, progressing as easily as she could.

This time, there was a pause. The next answer was an easy one, but a sad one.

All of Rarity’s friends were going to have to face their dark sides eventually, and when that happened, they were going to say horrible things about everypony. Including her.

“What will they say?” Avarice reiterated, no longer angry, but curious as to whether or not Rarity would finally understand.

“Most likely, the same things you have said to me. I’m greedy, self-centered,” Rarity sighed, closing her eyes, and finally accepting that this is something that had to happen, not stopping the tears now forming, “But- I love them! How could I ever think such things about them? They are the most important ponies in my life!”

Avarice looked at the mare, and her puffy red eyes, realizing that this horrible attitude she had been giving off this whole time, probably wasn’t the right way for her to treat herself. Discord had created her with a very specific game plan, even her own set of memoires and instructions that were separate from what Rarity knew. It was supposed to stay that way, but considering the circumstances, and the difficulties she was having with Rarity, perhaps a change was in order.

Rarity had finally realized that this tribulation was a fact of life for her, and her friends. But, despite it all, she was kinda happy she had to face this first, before everypony else. She would be able to walk her friends through the experience, helping ease the pain she was currently facing. And, the cherry on top of it all, would be that her turn was over with. She wouldn’t have to constantly have a pit in her stomach, wondering if she would be chosen next to face this horrid side of herself.

“I’m sorry.” Rarity finally sighed, looking back to Avarice and wiping the tears from her eyes.

“It’s quite all right.” Avarice nodded, seeing the complete acceptance wash over Rarity, “It actually makes me happy to hear you say that, Rarity.”

Avarice gave her a genuine smile that boosted Rarity’s confidence exceptionally.

“We both know that you’re not a terrible pony, Rarity.” Avarice said comfortingly, her mood now completely different from just a minute ago, “But we also know, that you have some deep, horrible sides to yourself.”

Rarity bit her lip, as if considering this piece of information, before nodding.

“So, you must promise me that you’ll stop fighting me at every turn,” Avarice asked, giving her a hopeful smile, “I see now that we need to work together, to save everypony from Nightmare. So we need to cast her out from our body!”

“You’re right!” Rarity said, her own smile returning as she started to show some enthusiasm, “We won’t have anypony inside my body expect Spike!”

“Very ladylike, I must say.” Avarice giggled, placing a hoof over her face, keeping herself was bursting out into laugher.

“That come out so much worse than I thought it would,” Rarity said, biting her own lip to keep a serious face on, “I really should talk to Rainbow Dash about making tasteful dirty jokes.”

“Do such things even exist?” Avarice asked.

Rarity shook her head, as her laughter died down, “Perhaps those three words are contradictions.”

Calming down, Avarice looked at Rarity and gave her an odd look.

“Rarity, you know I love our friends too,” She said softly, “But realizing how deep your feelings can sometimes go, will help you fix them in the long run.”

Rarity nodded. This was such a refreshing change from the original Avarice she had first met… Why had she changed anyway?

“If you don’t mind me asking,” Rarity asked, following up on that thought while trying to word it as politely as she could, “But, why have you- Um, why are you…”

“Acting nicer?” She asked, tilting her head.

“Yes! That would be the word I was looking for!” Rarity nodded quickly.

“Maybe there are better ways of reaching somepony, than screaming in their face,” Avarice explained, walking away from Rarity, “And, considering the dire situation we’re in, I need to make sure that I try my best to resolve it.”

“You’re right. And, on that note, perhaps I do, occasionally look down on Fluttershy,” Rarity nodded, walking after Avarice, “She’s not a strong willed pony at all, and without my help, I fear she’d never get anything done.”

“But is she useless?” Avarice asked again.

“Well, in the right situation, I suppose she can be.” Rarity said, letting out a quick huff, “She was very little help when we fought that dragon, expect when she ran away. That actually helped a lot!”

“Exactly.” Avarice smiled, as a bright magic started to flow from her chest, into Rarity.

Both of the mares glowed for an instant, just as they had before, before returning to normal.

Rarity and Avarice both knew what that was, but nothing needed to be said.

“Just one more trip, Rarity,” Avarice said, gesturing back to Ponyville, “We’re going to finish where we started.”

////

So, this was it? She was going to give up on her two thousand year quest, just like that?

One night in Rarity, and she was a different mare.

It was rather funny, just how weak her mind turned out to be, in comparison to something like pure chaotic magic. She truly wasn’t all powerful in the end.

But, what was so wrong about that? Twenty four hours ago, if she had been told what she was feeling right now, she would have laughed.

But it was simply the case. It was completely surreal.

“What am I?”

The question that now plagued her mind, was one that had an incredibly simple answer.

She was a monster. And for the first time in her life, she truly realized just how horrible it could feel to be that thing.

////

Everypony stood in the library, feelings rather useless, and almost guilty.

Each of them had gone through the same thought process: What if Rarity doesn’t beat Nightmare? What if Nightmare is outside right now, hurting some helpless ponies? Shouldn’t they at least be making sure that wasn’t happening?

The questions had driven Pinkie and Fluttershy to leave the library for their own homes, both needing a bit of clarity in their mind, or, perhaps in Pinkie’s case, a dozen cupcakes.

“Alright, come on girls,” Applejack said, filing the three fillies out of the room they had been placed, so they weren’t hearing any details they shouldn’t have, “Twi and I are gunna get those wings back to their owners.”

“Aww,” They collectively rang, as the two of them flew toward the door, followed by the only real Pegasus among them, who couldn’t get off the ground, “Is there any way we can keep them?”

“Not unless you can convince the boys to take a pair of butterfly wings instead,” Twilight laughed, turning back to everypony else in the library, since she was the last one out the door, “If anything happens with Nightmare, make a big, loud spell, so I can get back her quick.”

“Of course,” Luna nodded, briefly looking up from her spread of papers on the table, “Look after Scootaloo, please.”

“Yes,” Discord agreed from across the table, idly reading a page her had gone over several times, “Please look after Scootaloo.”

Luna gave him a deadpan look.

“Of course!” Twilight chirped, ignoring the awkwardness and turning around to head out the door, “I’ll see you all in a while!”

Dash looked around the room, and then to the clock on the wall. It was almost sunrise, and her soldiers were supposed to be checking in with her any time now.

“I’d better head to the barracks,” Dash said, breaking the silence once again as she walked over to the door, “The guards would have come here if there had been an incident, but protocol requires I still get a report every few hours.”

“Of course,” Luna nodded, looking to the distressed white Pegasus on the floor, idly fiddling with his hooves, “Are you going to be joining her, Alex?”

“Oh,” He said, looking up from the floor, “I’ll head over in a few minutes.”

“Are you sure?” Dash asked him hopefully, “I could use the company.”

“I’m just a little bummed out,” Alex shrugged, not making eye contact with her, “I’ll just be a drag for the walk. I’ll meet you there.”

“Well, okay,” Dash said, shrugging off the attitude as appropriate, considering his light betrayal of Spike, “I’ll see you in a little bit then.”

Alex nodded.

With that, Dash decided to head off, not wanting to keep her men waiting.

Alex looked around the room, seeing only Princess Luna and Discord at their table. He assumed that Alpha had gone back to his own room.

Feeling a little awkward in the room with the Princess and the god of chaos, Alex decided to go sit outside, where he wouldn’t bother anyone with this attitude that seemed to be plaguing him.

Discord looked up to see Alex leave the room, gave Luna a quick, but lingering glance.

“So, Princess,” Discord began, leaning back in his chair, “What does a guy like me, have to do to go out with a mare like—“

“No.” Luna answered instantly, not looking up from her work.

“Well, you didn’t let me finish,” Discord said, wagging a finger at her, “What I was about to say was, what—“

“No.” Luna answered again.

“Well, this is just frustrating!” Discord huffed, crossing his arms and frowning, “All I want is a date with your sister, and—“

“Pardon me?” Luna asked, looking up from the table finally, giving him a slightly insulted look, “You wish to court my sister? The goddess of Equestria?”

“Well, just look at her! I could brag to all my friends about her!” Discord said, knowing full well that he had zero friends to show her off to, “Imagine how jealous everypony would be!”

After the initial shock of his statement, Luna realized just how hilarious the possibilities could be, if she were to give Discord some tips on picking up her sister.

“Perhaps I will help you in that matter when our current situation concludes,” Luna said, stifling her laughter, “I think Celestia would do well to have some companionship in her life!”

////

Well, her mind was made up.

Nightmare remained on the mountain, watching the night sky grow brighter, in anticipation of the soon rising sun, feeling a warm feeling wash across her body.

She had been alive longer than any other being in Equestria. She was around long before Discord was ever whispered about, and always assumed she would be here until the sun exploded.

But over the course of a single night, this mare’s world had literally been turned upside down, leaving her regretting almost every choice she had made in her long, terrible life.

And now, for the first time, what she had no clue what she wanted to do in her coming days.

“Am I to leave this body behind?” She mumbled, looking at her hooves and frowning, “I’d have no vessel to take.”

But, that didn’t matter. Rarity had a life to live, and Nightmare had no place taking that away from her. She couldn’t believe she was thinking such things. But, she was a new mare, and nothing was going to change that now.

Closing her eyes, she pushed all of her energy away from her vessel, and felt herself begin to detach from Rarity’s soul. As her normal, gaseous like form started to appear around her body.

Stopping for a moment, Nightmare decided that it would be best if she were to go and see Rarity, to apologize for the damage she had caused her. By the time she was done in Rarity’s mind, the process of disconnection would be complete, and she could leave in peace.

Once again closing her eyes, she fell back from the waking world, into Rarity’s mind.

////

Finally reaching the library, Spike saw Alex sitting in the grass, looking extremely sorry for himself.

Sighing, Spike walked over to his friend, wearing a sad, apologetic look, as he plopped down next to him on the soft ground.

“Hey, Alex,” Spike sighed, patting his friend on the back, “Look, I’m sorry about what I said before... It was just the heat of the moment.”

Alex looked up from the ground and gave Spike a small smile, before it faded back in to concern.

“I was wrong, Spike,” Alex admitted instantly, having had enough time to come to a real conclusion, “I should have gone with you.”

“The Princess told us to leave it to Rarity, so, maybe we should—“

“No.” Alex said instantly, shaking his head, “If it were Dash in the exact same situation, I’d want your help, and I wouldn’t listen to anypony.”

Spike didn’t answer, he just smiled.

“We’re going to find Nightmare, and we’re going to force her out.” Alex smiled, standing up, and helping Spike to his own hooves, “We can’t risk your mare friend at all.”

Well, Spike’s mind WAS made up only a moment before, but Alex was so full of vigor, that it reignited the flame he was riding high on a short while ago.

“You’re damn right,” Spike nodded, smiling confidently, “But, uh, where do we start?”

Alex scratched his head for a second, “Oh! We can ask Martinez and those guys! They’ve been patrolling, maybe they saw something!”

“What a weird name,” Spike mumbled, having never heard of a pony with that kind of name.

“It’s excessively common where I come from,” Alex laughed, trying to remember all the cop shows with renegade characters named ‘Martinez.’

“Should we get going?” Spike asked slowly, seeing Alex lose himself in thought, as he always did, “I mean-“

“Right! Sorry!” Alex nodded, looking at the rising sun, “I’m pretty sure they’re reporting to Dash right now actually, so let’s go listen in!”

“Are you sure that’ll work?” Spike asked, having a feeling that it wouldn’t be this easy, “I mean, it’ll probably take hours to narrow down the exact place she’s hiding!”

“Spiiiiiiike,” Alex laughed, tilting his head and smirking, “Have some faith buddy! It’s a cartoon! Shit works out!”

“Do they normally say ‘shit’ in cartoons?” Spike asked, remembering Alex’s own description of them so long ago.

“Nope! Let’s go!”

Casting a teleportation spell, the two vanished instantly. Alex didn’t want Spike overthinking the world he was in, it might cause some kind of inception or something. How, he had no idea, but he was playing it safe.

////

Rarity had finally mastered walking long distances in her mind, as she finally arrived at the Carousel Boutique, not even close to out of breath. It was a nice feeling. But, that feeling faded as soon as she looked around her, and realized that her store, was actually in shambles, as if something had exploded it from the inside!

“It looks as if somepony has destroyed my house!” Rarity whined, running into the rubble and sifting through a few piles of dresses, collecting them in her arms, before Avarice gave her a ‘are you serious?’ look, and she dropped everything, “Well, I suppose this is just a dream.”

Looking around, Avarice gave a confused glance to the area surrounding them. Everything was almost visible. The fog caused by Nightmares presence had almost completely faded.

Rarity came to the same conclusion as a beam of sunlight briefly appeared on the ground in front of her, before vanishing again, in the thin fog. She simply assumed that it was her strengthening will causing this change.

“Are we overpowering her?” Rarity asked, assuming that her cooperation with Avarice was weakening Nightmare.

“No,” Avarice said slowly, a worried look on her face, “We haven’t even started fighting her yet.”

“So, what’s happening?” Rarity asked, a little annoyed that this mare knew more than her, considering they were the same pony, “Is she being beaten on the outside?”

Avarice opened her mouth to answer, but was cut off when a bright ball came crashing in from the sky, landing in between them, sending out a massive gust of wind, blowing the remaining smog around them away.

“I’m not being beaten, I’m conceding.”

Seeing that the new visitor was actually their enemy, they both moved accordingly, getting ready to attack as best as they could, considering they weren’t done combining yet.

“What do you mean, concede?” Avarice asked, her gaze narrowed and muscles tensed.

“Please ease yourselves,” Nightmare asked, looking back and forth between them, “I’m leaving. That’s why your mind is clearing.”

Rarity momentarily looked around again, and saw just how much the area had emptied, leaving Ponyville in clear view around her, and, despite its destroyed condition, it was a welcome sight.

“Why are you leaving?” Rarity asked, “I don’t suppose you’ve grown a conscience, have you?”

Rarity asked that question about as sarcastically as possible, but was shocked when she received her answer.

“I have,” Nightmare sighed, hanging her head and walking past the two, “You two seem to have infected me with a large portion of your personality.”

“Beg your pardon?” Avarice asked, sounding no different from a confused Rarity.

“I no longer desire Equestria,” She explained, her face and tone clearly reflecting the pain she was feeling, “I’ve become painfully aware of my crimes against the inhabitants of this world, and I hate myself for what I have done.”

Rarity was completely speechless.

“I piece of you lives inside of me,” Nightmare continued, hoping all of this made sense to the ponies in front of her, considering her loss at the moment, “And as long as it does, I will never allow myself to become what I once was.”

“That makes me very happy to hear,” Rarity smiled, seeing Avarice wearing the same expression.

“What will you do then?” Avarice asked cautiously, wondering if she planned on taking over somepony else, “Remain as a gaseous entity for all eternity?”

“Well, I could remain in a cloud for a rather long time, but I would probably need to enter a host once every few months, to regain my strength. All I would need is a single night, while that pony slept,” Nightmare answered honestly, hoping they would appreciate it, and not give her a hard time “So, for now, I need to get away from her for a while. Find a place I could repent for my sins.”

Rarity and Avarice were simply stunned at this revelation. Neither of them had expected all of their problems to simply solve themselves.

“So, that’s it? Is it really that easy?” Rarity asked, hoping not to offend the apologizing mare, “You’re simply going to leave?”

“Yes.” Nightmare nodded, “I’ve only come here to apologize to you.”

“Well,” Rarity began, quite unsure of how to accept an apology from what she thought was an enemy, “As long as nopony was hurt, it’s quite alright.”

Nightmare didn’t look all too convinced of Rarity’s acceptance, but knew she wouldn’t be getting any better. She just needed to go, and prove her resolve to be a better pony.

“I’ll leave the two of you alone, to finish your transformation,” Nightmare said quietly, as she started to rise up from the ground, “Thank you for what you’ve done to me, Rarity.”

Before she could answer her, Nightmare vanished in a bright light, and burst of dream wind, clearing every cloud, and obstruction from the sun, as it beamed down into the ruins of Rarity’s home.

Silence hung in the air, as Avarice and Rarity looked at each other with nothing but shock written across their faces.

“I’m unsure of what I should say,” Rarity mumbled, having been mentally preparing herself for some kind of battle for so long now, “But I suppose it’s better this way for everypony.”

“You don’t need to lie to me, Rarity,” Avarice chuckled, seeing her counterparts conflicted expression, “You wanted to be the hero, for once.”

Rarity was about to call that accusation absurd, but, knew there was little point in lying to her.

“Perhaps,” Rarity shrugged, thinking back to all the moments her own friends had had their time in the sun, “Rainbow Dash, Twilight, and even Fluttershy have all had opportunities to save the day, I suppose I wish I had one for myself.”

“Well, there’s always next time, dear,” Avarice comforted, looking around, “Once you and I are done here, you’ll be a new mare, capable of magic on par with Twilight or Discord.”

“You think so?” Rarity asked, with a dash of hopefulness, “I’d just like to be more capable in a tough spot, if you understand what I mean...”

“Of course I do,” Avarice nodded, “Now, we should continue.”

“What’s the rush?” Rarity asked, taking a few steps away from the boutique, “Would you be adverse to me exploring this world a tiny bit?”

“Of course not,” Avarice said, curious about the area herself, “We’re no longer in a rush anyway, right?”

“Exactly!” Rarity smiled, “I’m sure there’s some fun to be had here.”

////

The dark entity watched at Rarity’s body transformed back into its normal shape and size. She no longer looked a thing like Nightmare. Smiling to herself, she instantly made her fog-like body fade from sight into invisibility. She didn’t want to scare anypony, should they come across her.

Nightmare breathed in the fresh air, and exhaled softly. She was free to do whatever she wanted. No longer was she determined to destroy, kill, or anything of the like. For the first time in her life, she was truly free.

What had originally been her plan to conquer Equestria, had turned out to be the biggest turning point in her life. Rarity had truly changed her, and she was thankful for that.

It was a strange feeling, remorse. Perhaps she had felt it some time ago, before she became the ghost she was, but she couldn’t remember.

But something strange was happening, however. She was suddenly having trouble triggering those new feelings again. She thought back to the time she had burned a village down, simply to watch the ponies burn.

But it triggered nothing.

She assumed that when she left Rarity, she would still have those feelings of guilt imprinted in her mind for the rest of her days. But, the more she thought about it, the more it didn’t seem to be the case.

“What does this mean?” She murmured, realizing that not only was she losing the feeling of guilt, but also the feeling of joy, and happiness Rarity had given her. They were literally vanishing, as if she were incapable of retaining them without a host to give them to her.

This would have scared her. But instead, she felt anger trickle into her brain.

And before she could even consider what would happen next, the floodgates opened, as all the rage she hadn’t felt in the last day came rushing back to her with a terrifying force.

As quickly as she had become that soft, regretful mare within Rarity, she changed back to the monster she once was. The imprint on her soul was gone, and Rarity had been removed from the equation.

As if a spell had broken, she was her old self again.

////

“Have you guys seen Alex?” Dash asked, walking into the library and checking around the room, “He was supposed to be at the debriefing in the barracks.”

“I have not seen him,” Luna shook her head, as her and Discord looked up from a large spread of papers on Twilight’s table.

“Nor have I,” Discord said, scratching his chin for a second, before lifting a finger, “Although, I do recall him and Spike heading off to find Rarity, but I HEARD that conversation. I didn’t see it.”

“What?” Both Dash and Luna shouted, horrified that Discord had let them go to that.

“How could you allow such a thing?”

“Are you stupid?”

“Well, I never!” Discord feigned insult, hiding a smirk from them.

“Don’t play the fool!” Luna shouted, absolutely furious at his toying around, “Were you not the one who insisted that Rarity complete this transformation?”

“And you send them off, so they can interfere?” Dash asked, showing off her own professionalism, and impressing Discord greatly, “I can’t believe you!”

“Well, I may have exaggerated that fact a tiny bit,” Discord chuckled, avoiding the gaze of the two, very unhappy mares, “I just wanted Spike to have a hoof in rescuing her! Maybe get a little action out of—”

“Why?” Dash cut off, not needing to hear a description of Spike’s reward, “There must be some other reason, right?”

“Because I like them together!” Discord laughed, having nothing else for her, “He looks like he deserves a little more!”

Both Luna and Dash rubbed their foreheads. They hated that they had to deal with this giant loser.

“I’m sensing some hostility, so, I’ll tell you what, I’ll go grab us some breakfast!” Discord said, floating off the ground, and floating idly past Dash, hoping they didn’t have any more angry questions for him.

“Where is Alex?!” Dash shouted, her right eye twitching in anger, over Discord’s lack of usefulness.

“Uhh, On a mountain?”

“On a mountain?” Dash asked darkly, horrifying the chaotic god.

“There are many mountains around us, Discord,” Luna sighed, wishing he would be serious for just a moment, “Tell us where, so we may intercept them.”

Discord rolled his eyes, “Do you remember the land slide, Rainbow Dash? Your guards just mentioned it to you. They’re on one mountain, to the left of that one.”

“Direction?” Dash asked simply, looking back and forth.

Discord pointed toward the nonfiction section of the library.

“It’s behind the history books.” He chuckled, as the two mares instantly ran out the door.

“I swear, nopony knows how to have fun around here!” Discord said, as the door slammed behind him, and his stomach growled loudly, “I guess they’re not getting breakfast!”

Tossing two fingers into the air, Discord vanished in a bright light, off to visit Princess Celestia, and share a nice, and perhaps even romantic breakfast!

////

Spike and Alex had made good use of their time, and were hot on the trail of the missing pony they were after.

After Alex cast his spell, they were teleported just outside of the barracks, were Rainbow Dash was giving the three soldiers, Dancer, Clash, and Martinez, a run-down on what they had heard around the town.

Mostly, it was nothing, mentions of strange wind patterns, a wave of heat blowing into town, and a small rock slide a short distance outside of town.

Rainbow Dash had blamed it on a warm front that was currently blowing through the town, and she was in the right to assume it was that. But Spike couldn’t discount it. Besides, when was the last time a stiff breeze had caused a rock slide?

So, the two of them snuck off into the early morning sun, to find the mountain where this had happened. The problem was, however, that there were a lot of mountains around Ponyville. They had a lot of looking to do.

So, Alex teleported them from rock to rock, where they would promptly split up, scour the peak, and then move on to the next one.

It was a dead process for the first chunk of time, as they had zero luck. But neither of them waivered in confidence. They knew she would be found eventually, and they would save her when that time came.

“Hey Spike,” Alex called, walking to a flat surface on the side of the mountain, and taking in the view of Ponyville, and Canterlot, “Let’s take a quick break, okay?”

Spike exhaled loudly, nodding as she joined Alex on the edge of the cliff, “This is hard work, running all over the place.”

“No kidding,” Alex agreed, inhaling the fresh air around them, and momentarily missing his home, “You know, It was always so much better smelling fresh air where I come from.”

“What do you mean?” Spike asked, curious if the air was different between their two worlds.

“Well, when you live in a populated place, there tends to be a bit of pollution in the air all the time,” Alex explained, thinking back to the traffic he used to contend with, and how horrid the air would smell after sitting in the same place for fifteen minutes, “It was always so nice to get away from it all, and breathe in some nice clean air.”

“So, you’re saying that you’d rather smell dirty air most of the time, just so you could enjoy fresh air when you went looking for it?” Spike asked incredulously, almost laughing at the strange statement.

“Well, when you put it that way,” Alex chuckled, realizing himself just how silly he sounded, “I guess I sound pretty stupid.”

“You kinda do,” Spike laughed, blinking slowly, realizing just how tired he was, after this crazy day, “But it’s okay, we’re all a little stupid.”

Alex nodded, knowing that the conversation didn’t need to be continued- at least not on the topic of stupidity. So he moved on.

“Are you scared?” Alex asked suddenly, as Spike gave him an odd look, before biting his lip and nodding.

“I guess you could say that I’m a little worried,” Spike nodded, having had plenty of time today to consider his exact feelings, “But, at the same time, I’m really not worried, if that makes any sense.”

“It does not.” Alex laughed, waiting for the explanation.

“Well, I’m scared that I’ll lose Rarity to Nightmare, and that I’ll be left alone for the rest of my life,” Spike explained, as Alex gave him a pained look in reply to the sadness he was expressing, “But, the more I think about Rarity, how determined she is, and how strong she is, the more I realize that everything’s going to be alright.”

“You have that much confidence in her?” Alex asked, proud of Spike for sounding so mature, and putting so much trust in his marefriend. But, he also felt a little sad.

“Of course I do,” Spike answered, a soft smile on his face, thinking about the strength his lover possessed, “She’s smart. Smarter than I’ll ever be… And always has a solution to the problems we encounter. I mean, last year, she had twelve hours to make a dozen unique, stunning dresses, for a wedding. That’s one original dress per hour. But, she was offered more money than I’ve ever seen to have it completed in that timeframe.”

Alex wasn’t completely versed in dress making, and didn’t have much of an idea of the time involved. But he could guess that one dress per hour was an extremely difficult- if not impossible.

“How did she pull it off? Did you help?” Alex asked, wondering what plan the mare had come up with.

“Oh no,” Spike shook his head, laughing, “Rarity doesn’t trust this horn.”

“Then what did she do?”

Spike smiled softly, remembering the genius plan she had come up with.

“She arranged twelve distinct piles of fabrics, each one with like colors,” Spike explained, revealing his true passion, and respect for the mare through his words and expression, “Then, she asked me to give her a number between one and fifty.”

“That’s a little odd,” Alex frowned for a moment, wondering why she would ask him for such a thing.

“And after I gave her that number, she asked for another number between one and twenty.” Spike continued, watching Alex get more and more confused, “You’re lost, right?”

“Completely.” Alex admitted happily, just wanting to know what the hell it was all about.

“The numbers represented the style, and stitching,” Spike explained, somewhat anticlimactically, as Alex expected something a little more impressive.

“How did she know what those numbers even represented?” Alex asked, surprised that Rarity had the mental ability to match fifty different styles to individual numbers in her head, let alone and keep track of them, “That sounds impossible.”

“She has this book that’s filled with styles,” Spike explained quickly, feeling stupid for missing that important bit of info, “She’s read it a million times. And I’m not being hyperbolic.”

Alex frowned. He had never heard that word used in conversation before.

“She made twelve different dresses, from twelve different periods in time, each one having a modern spin on them.” Spike sighed, his eyes half closed at the thought of her being so brilliant, “She pulled a dozen dresses out of her head, made them, and had enough time to sleep for two hours at the end.”

“She really is something, huh?” Alex asked, impressed that Rarity held such ability in her.

“She’s so much more than that,” Spike sighed, a goofy grin on his face, “I love her so much, dude.”

Alex was so happy to see Spike this grown up. It had, after all, been three years since he had really spent time with him. He wished he could have been there for more of his maturation, however. Alex felt like his little brother had grown past him.

After a moment of silence, Alex broke it by bringing up a much more amusing subject.

“What did you think of Nightmare?” Alex asked, raising his eyebrows for a moment, “Looked pretty good, am I right?”

“N-not as good as Rarity!” Spike said defensively, only convincing Alex of the opposite, “She was all, you know, lumpy in her rump!”

“Are you serious, dude?” Alex laughed, not at all surprised that Spike was whipped by his marefriend, “She was smooth in all the best ways.”

Spike absolutely agreed with him. The dark coat, and larger build made her seem like a princess. And getting with a princess was, well, an old dream of his.

Before he could admit how attractive Nightmare was though, the ground started to shake, as a hot wind started to blow toward them, coming from the next mountain they were going to check.

Neither needed to be told what it was. It was Nightmare, and they could continue this conversation later.

////

Dash and Luna looked away from their destination to stop the guys, when the ground started to shake, and wind picked up.

“What is that?” Dash shouted, over the now howling currents of the air, “Do you think it’s…?”

Luna nodded, feeling the familiar presence on the wind, “Its Nightmare.”

“Where do you think it’s—“

Dash was cut off as the top of the mountain to their right shattered, and hundreds of boulders were levitated from their place.

“What is she doing?” Dash muttered, as the rocks started rolling down the hill, one at a time.

“Look!” Luna shouted, seeing the rocks heading toward a rising smoke in the forest below the mountain, “She’s aiming at somepony!”

“Hop on my back!” Dash demanded, as the Princess gave her an odd look, “I can Rainboom us over there in a second!”

Luna was about to argue, or claim that Dash was too weak, but if ponies were in trouble, she didn’t have the time to do those things.

Grabbing hold of Dash’s neck, Luna laid flat on the mares back, holding on as tightly as she could, expecting this to be a horrible trip.

“Are you ready?” Dash asked carefully, hoping she didn’t end up killing the Princess, “Because you need to be.”

“I am!” Luna nodded, feeling a little awkward in this position.

Leaning forward for a moment, Dash shot into the air, moving several times faster than Luna had anticipated. She was almost ripped away from the cyan mare.

The Rainboom was achieved in less than ten seconds, as the air around them warped in conflict, from Nightmares blowing of the wind, and the gusts Dash had just created.

The distance between them and the rockslide was closing, and Dash realized that there was no plan in place to deal with the falling rocks.

“Shoot it!” Dash shouted, as they rapidly approached the massive boulder.

Complying, Luna charged an explosive spell, and lined the shot up perfectly.

The rock was instantly obliterated. However, oddly, it didn’t make any noise Luna could discern. It wasn’t until Dash slowed down, that the sound caught up with them. This told the Princess just how fast Dash was at moving.

“Uhh, Princess,” Dash said, speeding away from the mountain, before doing a soft turn, as to keep up her speed as they headed back toward it, “There are a lot more coming!”

Luna gulped, seeing countless more rocks careening toward the house, each once capable of destroying it completely.

“Keep up the speed, Captain!” Luna bellowed, “We’ll do as many passes as we need to!”

“Yes ma’am!” Dash answered, focusing on the flight once again.

Luna fired several more spells, each one destroying a rock, and giving the house a few more moments of life.

Neither were sure when this assault would end, but they were willing to keep attacking until the ponies inside realized what was going on, and got the buck out of there.

////

“So, tell me Princess,” Discord asked, finishing his fifth waffle and leaning back with a satisfied sigh, “Do you always eat this much?”

Celestia gave a frustrated sigh as she swallowed the last of her second pancake, “It was just two!”

“Well, that’s twice as much as one,” Discord pointed out, judging her as much as possible.

“Can I please eat my breakfast in peace, Discord?” She whined, lightly placing her chin on the table and exhaling quietly, “It’s my favorite time of the day.”

“Your sister is being so cruel to me in Ponyville!” Discord said, throwing his arms up in the air, “I’d be there, otherwise!”

“Why is Luna in Ponyville?” Celestia asked, looking up from the table.

“She didn’t tell you?” Discord asked, realizing that Luna had purposely withheld this information from her sister.

“Is Luna up to something again?” Celestia asked, “She loves to try and be the hero.”

“Well, I suppose you should know then,” Discord laughed, loving the relationship these two sisters had, “The entity that took over your sister a thousand years ago has, well, come back.”

“Excuse me?” Celestia asked, standing up with pure fire in her eyes, “Luna hid this from me?”

Discord could see that he was about to get Luna into some real trouble, so, he decided to give her a chance to solve this problem on her own.

Cracking up, Discord burst into a fit of laughter, even giving himself a tear to wipe from his eye.

“I’m joking!” Discord chuckled, shaking his head, and waving his claws at her, “You should see the look on your face!”

Sighing, Celestia couldn’t believe Discord had pulled one over on her. He was a good liar, that was for sure.

“So, Big C, what would you like to do today?” Discord asked, stretching and looking around the room, “Any laws to sign in? Speeches to give? Or perhaps send a pony to the moon in your big cannon?”

“Actually,” Celestia said, levitating a sheet with her appointments for the day on it, “I’m free to keep eating breakfast till noon. So, that’s what I plan on doing.”

“Till noon?” Discord asked in shock, “It’s hardly seven!”

“You think two pancakes are a lot?” Celestia asked, smirking, “I’ll have that number quadrupled in no time.”

“Is this a point of pride for you?” Discord asked, as he levitated an apple into his hand, “I thought mares were more concerned with their figures.”

“I’m a Princess, Discord.” Celestia grunted, giving him a dark look, “Everypony still has to love me, even if I’m fat.”

Looking from him down to her newly replenished plate, she took a hefty bite out of her next flapjack.

Discord really found that funny.

“Well, let’s see who can eat the most then, shall we?” Discord offered, knowing that this would keep the Princess good and busy until the Nightmare situation could be dealt with, because, who knows? Maybe he could score some points with the Princess.

Giggling, Discord took to his plate suddenly, powering back more food than Celestia thought possible.

But she would show him no quarter.

////

Alex and Spike got over to the next mountain as fast as they could, and were desperately searching for Rarity, but were having no luck.

“She’s sending rocks down the hit toward a house!” Spike shouted over the howling winds and deafening explosions from the peak as more rocks were brought up to be thrown down.

“Shouldn’t the ponies in that house, you know, getting the buck out of there?” Alex shouted to Spike, who was now well ahead.

“Maybe nopony’s home or something!” Spike called back.

Running to the edge Spike was looking off, they watched as the rocks reaching the bottom of the hill were blown to pieces by a rainbow streak, rapidly doing laps around the forest below them.

“That’s Rainbow Dash,” Alex said, following her movements, and instantly recognizing the magic being used, “And that’s Princess Luna with her.”

“I hope they can keep up,” Spike muttered, as he turned his attention back to finding his girlfriend.

They both scrambled for a few more minutes, before Alex noticed a small, secluded corner just below the. Flying down and turning to a small crack hidden under large rock, Alex could make out the unconscious form of Rarity.

“Right there, Spike!” Alex shouted, pointing to Rarity, as she lay silently on the ground, “But, that’s normal Rarity!”

Feeling himself be teleported to the same level of ground, Spike saw his marefriend just ahead, and ran as desperately as he could to her, his heart pounding, assuming the worst.

“Rarity!” Spike yelled, inaudible to himself over the background noise, “Wake up! We need your help!”

While Spike tended to Rarity, Alex tried to find what was causing the magic, and destroying the mountain. He knew it had to be Nightmare, he just had no idea why she would have left her vessel, leaving her vulnerable to the Elements of Harmony once again.

“Where are you?” Alex growled, looking for any kind of distortion in the sky, but having zero luck.

“Come on, just wake up!” Spike begged, shaking her. He had quickly determined that she was breathing, but for all he knew, she was in a coma. It was the kind of thought path that led to panic. Spike always seemed to go there, “Please Rarity! We need your help!”

////

“We need your help!”

“What was that?” Rarity asked, turning around, and looking up to the rippling sky above her, “Was somepony calling me?”

The two had been spending time exploring the inside of Rarity’s mind, and hadn’t made much progression to finishing Rarity’s transformation, besides the casual admittance that Rainbow Dash would have really worked out as a lesbian.

They were just headed on their way back to the Carousel Boutique, when they heard a voice in the sky.

“It’s Spike,” Avarice answered, giving a worried look toward the horizon, “He’s in danger.”

“What?” Rarity asked, running to join Avarice, trying to see what exactly it was on the horizon that she was looking at, “Where is he then? How do you know he’s here?”

“I can feel his warmth,” Avarice explained confusingly, “He’s very close to us.”

“Well, that’s good, isn’t it?” Rarity asked, “He’ll be right there waiting for us when we wake up!”

“He’s scared, and I don’t know why.”

////

Nightmare’s mind was completely blank. Rarity had faded from her, and she was once again herself. And it felt good! What had been wrong with her before?

“Damn that Princess,” The invisible being growled, trying her best to erase any remnant of the white mare from her soul, by undoing the rescue from only hours before, “She won’t stop me.”

When Nightmare had first arrived, she was confident in her plan to take over an Element of Harmony. But, all it did was screw everything up in her head! Because of this, her usual, cocky demeanor had been completely soured.

It even occurred to her, that if she hadn’t decided to leave Rarity on her own, she would have been stuck in that state forever! And that made her very, very angry. On top of all that, she had actually worried for the lives of a family! And even saved them! She was disgusting.

Feeling her resolve strengthen, she increased her magical output, digging into the mountain faster, hoping she would destroy that house, and flatten the Princess and her guard.

The rocks started to be thrown at an extremely heightened rate.

However, when she started using that much magic, she had to compromise on her invisibility, and opted to remove that spell, making her gaseous cloud visible to anypony who was looking, which, just so happen to be Alex and Spike, not that she had noticed them yet.

“There she is!” Alex shouted, as Spike looked up from his unconscious marefriend, to the black cloud looming over the mountain, “It looks like she’s not controlling anypony right now!”

Lamely flapping himself into the air for a moment, Alex decided not to gamble on his horrid flying ability, and used a levitation spell to float up instead.

“What the hell are you doing?” Alex shouted, reaching the same height of the cloud, “Trying to kill one house?”

Nightmare looked to the source of the volume, and felt her rage increase tenfold. She would wear a hideous scowl, had she had a mouth to show it will.

“You! A voice boomed from the center of the cloud, “I don’t like you!”

“Yeah, well I don’t like scary dark clouds, that look like they could make thunder!” Alex returned fruitlessly, “I didn’t get over thunder storms until I was nine or ten! But let me tell you, being this close to one is kinda making me wish I could just curl up and cuddle my mom!”

“Silence!” She boomed, knowing he was buying time by rambling on, “Run away now, and I won’t turn you to pony soup!”

“That’s a thing where I come from, I think,” Alex shouted over the winds, pissing her off further, “It’s those Europeans! They eat all sorts of stuff over—“

Shrieking, Nightmare changed the focus of her spells to him, only to have her magic repelled by a magic field around him, “Face me like a man!”

“I’m not even that much of a man,” Alex shook his head, pursing his lips together and frowning, “I’m like, half man, half bear... and half pig.”

Nightmare was done listening to this ramble, as she watched his mane be blown around by the massive gusts of wind.

If air could move through his shield, that meant she could too!

“I usually choose mares, but you’ll do just fine,” She growled, suddenly rushing toward Alex, and right into his body, dropping him out of the sky, and sending him into convulsions on the hard ground.

////

Nightmare grinned. She would use this vessel to complete her work. Nopony could stop her with his kind of magical power! She would easily destroy everything that stood in her—

“What the hell is this?” A voice shouted in her direction, turning her head to face him, she recognized him as Alex initially, but found him to have a different aura about him, “You’d better get the hell outta here!”

Next to this poorly mannered Alex, a second version of himself stepped out of the darkness.

“Who are you?” She demanded, “How could there be two of you, just like Rarity?”

“Rarity is doing what we already did,” The angry Alex said, “It was kinda a big deal a few years ago.”

“And if Rarity was strong enough to force you out, you can bet that we are too.” The nicer sounding Alex explained, “Especially because we aren’t emotionally compromised.”

Nightmare scoffed, “I chose to leave Rarity of my own accord! Both of her personalities were overpowering—”

Nightmare froze. If Rarity and her chaotic personality had been strong enough to alter Nightmare in such a substantial way, then the same went for these two. Alex had a dark side here. She was in danger by possessing him.

And as if on cue, Nightmare felt her mind start to warp, as she started to see nothing but provocative images of Rainbow Dash, that were being forced in by Alex’s persona. If she stayed here much longer, she would be nothing more than a mare-crazy stallion.

“Damnation!” She shouted, shooting into the sky of his mind and exploding into light. She couldn’t waste another moment inside of him.

Alex and his doppelganger watched her vanish, before they turned to one another.

“She still looked like Nightmare Rarity,” He mumbled in his ear.

“So?” He replied.

“Nice ass.” He said simply.

“Shut the hell up, Dax,” Alex rolled his eyes, smacking his other self in the head, only to feel that pain on himself.

“What if she was a dude?” Dax asked out of the blue, as a male version of Nightmare Rarity appeared in front of them both, “Kinda stirs up some confusing thoughts, huh?”

“Please tell me I don’t secretly have gay thoughts,” Alex murmured, seeing if looking at this black stallion stirred any feels in him, “Mmmmmaybe?”

“You’re making those up,” Dax laughed, patting Alex on the back, “I only deliver packages to the front door, not the back.”

“Okay okay,” Alex sighed, a little relieved to hear that he had been imagining the tiny bit of homosexuality in his mind, “No back door for us.”

“Unless Dashie is in the mood, of course.”

“True dat’.”

////

Nightmare burst out of Alex, flying into the sky, taking a few moments to regain her composure, as she flew as far away from the mountain as possible. She needed a new plan fast.

But what could she possibly do? Wait for everything to die down?

No, that would give them too much time to prepare to fight her other ways. She needed to get inside somepony that would guarantee her safety. Somepony that would be easy to break.

Then it clicked.

There was one place she knew she could achieve all of those things.

////

“I can’t believe I had to give back my wings!” Sweetie Belle moaned, walking back toward Fluttershy’s cottage with her two friends and Applejack, “I was already better at flying than scoots!”

“Shut up!” Scootaloo groaned, embarrassed that her friends beat her out so easily, “I’m still learning!”

“Aw please,” Apple Bloom laughed, “You need ah’ lot more than learnin’! You need a miracle!”

“Apple Bloom!” Applejack scolded, “Jus’ because she’s horrible at sumthin’, doesn’ mean ya’ll should point’t out!”

“Hey!” Scootaloo whined, hating that Applejack was the Element of Honestly.

“Ah’m sorry,” Apple Bloom said, realizing that it probably hurt Scootaloo’s feelings a lot.

“Me too,” Sweetie Belle said, tilting her head with wide eyes, “I still wish I could have kept them.”

“Well maybe you can learn a spell to give you guys some,” Scootaloo suggested, “Then maybe you could all help me?”

Apple Bloom was about to happily agree, before she was silenced by a change in the setting.

The wind, as it usually does during any negative moment, started to pick up, until it was strong enough to blow Applejack’s hat off.

“Dang’nabbit!” She called in frustration, watching the hat fly into the sky.

A dark laughter suddenly sounded from all directions around them, “How sweet you girls are.”

Applejack took a few steps back, standing in front of the girls defensively. She didn’t need to be told what was going on.

“My goodness, are you protecting them, fair Applejack?” Nightmare’s voice echoed, as her dark smoke started to pour in from all directions, completely surrounding all of them, “Will you be able to keep them safe?”

“Hold on’tuh me girls!” Applejack called, expecting them each to latch on to a leg. But, her heart sunk when none of them grabbed hold of her.

“They’re long gone, Applejack,” Nightmare laughed darkly, “Now, what should I do with you?”

Applejack didn’t answer her, as she rapidly searched the smoke for the missing girls, having no luck in her endeavor. She half expected to bump into Nightmare, since she was unaware of her loss of Rarity.

“I could take you with me, or even end your life right here,” Nightmare listed, her voice calm to the point of scaring Applejack, “But, I think the best option, would be to leave you. After all, what would be worse, than knowing you lost your own sister out from under your nose.”

“Why don’tcha come say that tuh’ mah’ face?” Applejack shouted, breathing shallowly, afraid she might inhale Nightmare, or something worse, “Ah’ll buck’ya back to the moon!”

“You know, I was just inside your horribly generic friend Alex,” Nightmare chuckled, “And he would have loved to see you buck me.”

Now Applejack was angry.

Choosing a direction, she pointed her head forward, and charged blind into the smoke, hoping to ram into the being that was torturing her.

“Let me stop you right there,” Nightmare laughed, purposely moving her voice to just behind Applejack, “You can’t hurt me. I’m nothing more than a cloud, for now.”

“Ah’ll see about that!” Applejack shouted, leaning forward, before thrusting her back legs backward so powerfully that the force from them cleared a large section of smoke from behind her.

“My my my,” Nightmare said, as her smoke started to pull out from around AJ, “You’re strong when you need to be. Remind me to take over your sister, so you won’t ever turn those legs on me again.”

“Don’t you dare!” Applejack shouted, as the smog finally retreated into the area around her, leaving only a single thing on the ground where the girls once stood.

A big red bow.

////

Alex stirred slowly, he had felled out of his dream, and back into the real world. Well, real as in, ‘cartoon world’ real. There was somepony standing over him. He just hoped it wasn’t Nightmare. Having somepony inside of you isn’t as much fun as Dash made it seem, Laughing internally at his own joke, he decided to store that one in the bank for the next time he saw his marefriend.

“Ugh,” Alex groaned, as he opened his eyes to Princess Luna, Spike with Rarity on his back, and Rainbow Dash standing over top of him. Oh wonderful, she was here! He could tell his gross joke right now! “You know Colors, I don’t see what’s so great about having somepony inside of you.”

“Please don’t be an ass right now,” Dash sighed, her expression softening at his sign of life, “We have work to do.”

“What happened anyway?” Alex asked, hoping they had some kind of explanation for Nightmares behavior, “Wasn’t she going to stay in Rarity?”

“I’m at a loss myself,” Luna admitted, having no idea why Nightmare would leave such a safe host, “All I can guess, is that Rarity forced her out somehow.”

“How is she able to wreak so much havoc without a body?” Dash asked, having almost no idea how Nightmare worked in the first place, “Why wouldn’t she just take over Equestria as a big scary cloud?”

“Because she is limited in that form,” Luna explained, only losing them further, “Her power may be great now, but it will diminish quickly at the rate she’s using it.”

“So, that means…” Spike began.

“She’ll take over somepony else.” Luna nodded, finishing his sentence.

“She had no luck inside me,” Alex said, shaking his head, “The other guy in my head was giving her a lot of crap.”

“Perhaps that’s it,” Luna nodded, happy that her theory about the chaotic personalities was true, and that they were able to out match Nightmare, “Ponies with weakened resolve are the best targets. Rarity was a prime target, because she is currently battling herself. I was taken over because I lost my child and Bolt. Alex, you were simply attacked because she had no other move. It likely would have failed, even if Dax wasn’t there.”

“Well, that’s a little better to hear.” Alex nodded, brushing off his dirty coat, “But seriously, what’ll her next move be?”

“She needs somepony emotionally compromised,” Luna began, thinking about any possible target, “Can any of you think of a pony like that?”

Everypony gave it a moment of thought, but came to the same conclusion, and it was a ‘no.’

“Would she be able to compromise somepony herself?” Spike asked, thinking about the possible targets with that considered, “Somepony impressionable?”

“She would need to do something horrible,” Luna said, brushing her hoof against her cheek for a moment, “Or… something much less, if it were, say, a child.”

The four immediately fell silent. They all knew what this meant.

“Does she know about Scootaloo?” Alex asked, afraid of what the answer would be.

“She was inside Rarity. She’ll know.” Luna said quietly, and under her breath.

“Will she take her over?” Dash asked carefully, knowing the answer already.

“No, she won’t.” Luna answered, surprising all of them with the answer, “She needs a unicorn to use magic without killing the host. But that doesn’t mean she won’t use Scootaloo against me.”

“But if she doesn’t take over Scoots, then—Oh no.” Alex said, as one thing followed to another, “Sweetie Belle.”

“What can we do if she’s already taken her over?” Spike asked, feeling the same fear as Luna for the girls, “Can we get Nightmare out?”

“Luna would have done that already, Spike,” Dash said, trying to progress the conversation.

“Actually, there is one thing I can do,” Luna said grimly, making everypony feel the same unease she was exhibiting, “I could draw her out.”

“How?” Alex asked, not familiar with any kind of spell that could do that, “Why didn’t you do that in the first place?”

“Our souls were once bonded, as she was with Rarity.” Luna explained, thinking everything over in her head, “If I make contact with-- Nightmare Belle’s body, while simultaneously calling for the dark soul to return to me, she will be pulled from the unwilling soul, to my willing one. The bond we shared allows me to do that.”

“But what’ll happen to you?” Dash asked, not sure if this was the best plan, “Won’t she be stronger inside of you?”

Luna nodded, “But, I’ll be able to hold her at bay long enough, to be knocked unconscious, rendering her harmless, while you all work on removing her from me once again.”

“Luna, without the Elements, we can’t remove her,” Dash said softly, slowly realizing that Luna already knew what she was telling her, “You’d have to be kept in a coma while everypony faced their chaotic sides, which could take months.”

“I’m aware,” Luna said, her face almost hiding the sadness of her responsibility, “I freed her from the Element of Chaos a thousand years ago, so I must take this responsibility, as I did on the moon.”

Nopony had a thing to say to her. Their hearts collectively sunk at the sacrifice Luna was about to make for this kingdom once again.

“We need to find them now.” Luna said, “We’ll have to fly back on— “

“I can teleport us,” Alex offered quietly, quickly casting the spell to send them back, “Sweet Apple Acres?”

Everypony nodded as he finished the spell.

“I hope we get to them first,” Spike muttered, as the spell surrounded him and his unconscious marefriend.

“Have faith, Spike.” Dash said calmly, looking over his head to Alex, showing just how unsure she was about this whole situation.

Then they vanished.

////

“What’s going on?” Rarity demanded, knowing that Avarice had some kind of tie to the outside world, “Why have you been so quiet for the past few minutes?”

Avarice gulped, her demeanor now similar to Rarity’s.

“They think Sweetie Belle may have been taken over by Nightmare,” Avarice explained quietly.

“What?! I-I thought Nightmare was, well, changed!” Rarity shouted, her heart pounding out of her chest, “But now she’s attacking my- our sister? It all must have been a ruse!”

“No,” Avarice shook her head, recalling how Nightmare had been discussed by her friends, “Nightmare saved a family of ponies while she was inside of us, but as soon as she left, she tried to destroy that same house she had spared, as if to undo her own actions.”

“What does that mean?” Rarity asked, as it slowly came to her, “Has she changed back?”

Avarice nodded.

Rarity looked around the ruins of her store, as Avarices closed her eyes and started muttering something to herself.

“What is it?” Rarity asked, wishing she had heard the same conversation as Avarice.

“It’s just something Princess Luna said,” Avarice muttered, before looking to her counterpart and giving her a soft look, “Rarity, are you ready to finish our transformation?”

“Well, yes, but—“

“The sooner we finish, the sooner we can help save out sister.” Avarice said, putting as much impact into her words as possible, “Do you understand?”

Rarity had no room to argue with herself. This was her goal now. She had to save her sister.

“When we become one, you’ll understand everything,” Avarice said, her voice choking for only a second, “Now please, accept me.”

////

Twilight and Alpha ran through the Sweet Apple Orchard, toward a mass of black smoke that had swallowed the entire farm. It had been so massive, that it could be seen from the library, and likely anywhere else in Ponyville.

“What do you think she’s doing now?” Alpha shouted to Twilight, sick of all these howling winds, “Taking over a farm seems like an odd place to start dominating Equestria.”

“I have no idea!” Twilight called back, having no concrete base for a theory, “We’ll just have to see what happens!”

That was good enough for Alpha, as they reached the edge of the trees, just in time to see a bright flash of light, as Alex, Rainbow Dash, Princess Luna, Spike, and an unconscious Rarity appeared.

Rushing to their sides, Twilight and Alpha joined them, full of questions.

“What’s going—“

“She took the girls!” Applejack could be heard yelling from well down the road, with Fluttershy just behind her, “Ah’ guess she brought’em here!”

Applejack finally reached them, panting harder than she had in years, while the yellow mare, Fluttershy, who had seen the commotion herself from her house, landed well behind the group, not wanting to get in the way or anything.

“Is everypony here?” Alex asked, looking around, surprised that they had all arrived at once.

“No,” Spike shook his head, “No Pinkie.”

“Don’t be silly, Spike!” Pinkie giggled, jumping out from a tree next to them, “I was here all day!”

“Why here?” Alpha asked, sure that the same question was on everypony else’s minds.

“Don’t question it,” Alex said, shaking his head and frowning, “I gave up years ago.”

“I think we all did,” Dash added.

“Can we please focus?” Luna asked commandingly, “There is no room for error here.”

“Sorry,” They all muttered, knowing this was no time for fooling around.

Luna stepped forward, charging the strongest wind spell she could to break apart the black tornado of smoke. But, to her surprise, the tornado slowed and faded on its own, as the barn doors exploded open, revealing tendrils of dark matter, that slithered along the body of a significantly older, darker Sweetie Belle, her body now the same size as Twilight or any of the other mares.

“Hello, friends,” She said sweetly, with a voice half way between Sweetie and Nightmare, “I’m so happy you could make it!”

////

Sweetie Belle found herself in a dark room, surrounded completely by fog.

“Who are you?” Sweetie asked innocently, seeing only a pair of eyes in the darkness in front of her.

“Me?” The voice asked, “Why, I’m your future, Sweetie Belle.”

“I’m gonna be all black, with glowing eyes?” Sweetie asked, still not intimidated by the presence of this ghost, “I guess that sounds fun!”

“What- no!” Nightmare barked, not getting the response she wanted, “You’re going to be a very bad pony! That’s not fun at all!”

“I don’t think so,” Sweetie Belle shook her head, beaming her smile all the way, “My mom said I’m allergic to being a bad pony! So I can’t be!”

The innocence in this filly was truly astounding. It almost made Nightmare regret doing this. Almost.

////
“Rainbow Dash was a whore, to cheat on Alex like that,” Rarity admitted, knowing that it was impossible to hide any longer, “And I’ll never quite look at her the same way again for it.”

Avarice nodded, as Rarity lit up, as she had so many times before.

“I’m a better mare than her,” Rarity continued, expressing her deepest feelings, “No matter how much I understand her choice, I can never completely accept it, or forgive it.”

“I’m sorry you have to—”

“No time to slow down!” Rarity said instantly, “We must keep going!”

Avarice smiled and nodded, as she started to glow continuously, “Now, we must move on to Spike!”

////

“I haven’t seen Rarity all day,” Sweetie shrugged, still unfazed by the foreboding aura around her, “Where is she anyway? And why are you asking about her?”

“You didn’t know?” Nightmare asked happily, “Rarity had an accident!”

“What?!” Sweetie yelped, her happy attitude wavering in the face of this news, “What happened to her?”

“Oh, dear,” Nightmare smiled, venom dripping off each of her words, “She was crushed in her store!”

“Her store is just fine!” Sweetie argued, “And Applejack didn’t tell me about her being hurt! So you’re lying!”

“Of course she didn’t tell you!” Nightmare scoffed, making Sweetie Belle feel both stupid, and very worried, “They were trying to find a way to break it to you!”

“Shut up!” Sweetie demanded, “Y-You’re lying!”

////

“Say it!” Avarice shouted, now face to face with Rarity.

“I would have loved Spike, regardless of his age, or body!” Rarity shouted, her eyes filling with tears at the horrible feelings she was experiencing, “And Celestia, I would have- have—”

Avarice only gave her an impatient look.

“I would have let him rut me into submission!” Rarity shouted at the top of her lings, glowing yet again as she became closer and closer to joining with Avarice.

She wished she could have taken this slower.

She was going to cry.

She was a complete monster.

“You love him, Rarity,” Avarice comforted her, placing a hoof on her cheek, “Your attitude towards rutting, is skewed now, considering he’s a part of your life now.”

That was no comfort to her.

////

“I destroyed your sister’s home, and took her with it,” Nightmare laughed in the darkness of Sweetie’s mind, “Rarity is dead.”

“I just saw her y- yesterday!” Sweetie choked, her cheeks stained with the tears she had been crying, “How could you do that to her?”

Nightmare waited, expecting some kind of pang of sadness left over from her time inside Rarity. But, it never came. She was free of that horrid control.

Now, all she needed to do, was wait for Sweetie to give up control, and let Nightmare inside. But, she was clinging to control in a way Nightmare had never experienced in a host before. This girl was mentally stronger than the strongest stallions in all Equestria. Even Princess Luna hadn’t been able to fight her off this well. Still, she was only a child, and that breaking point could be reached. She was sure of it.

“Would you like to see?” Nightmare asked, grinning evilly, as the inside of the Carousel Boutique materialized inside the filly’s mind, “There’s your sister right there. Asleep in her chair at the front of the store.”

Sweetie Belle looked up from her hooves, and to her soundly sleeping sister.

“Keep watching…”

The next thing Sweetie Belle knew, the ceiling was collapsing around Rarity as she slept.

“Rarity!” Sweetie shouted, once again crying, “Wake up! You need to—“

She was cut off when a massive pile of metal and wood collapsed right on top of Rarity, leaving no trace of life, under what would have been hundreds of pounds of weight.

“Such a shame, she was so beautiful.” Nightmare cackled.

Sweetie closed her eyes, and fell to the floor, her mind lost to this horrible sight.

“Wonderful.” Nightmare said, as she felt herself bond to Sweetie Belles very soul, “You’re going to be much more fun than your sister.”

////

“Sweetie Belle, can you still hear me?” Spike gasped, as he gently placed Rarity on the ground, and walked over to her, “You need to—“

“Quit wasting your time!” Nightmare shouted rather loudly, considering Sweeties rather quiet demure, “I am the only pony in here! And, if any of you plan on attacking me here, remember this, I feel no pain in a body. So I’m not afraid to injure this body in a fight.”

The black mare walked past Spike and all of the ponies, smirking at the lack of action they were taking. Stealing a friend was one thing when it came to not hurting somepony, but a child was something else completely. She would finish her work in this host, and nopony would have the heart to hurt her.

“I look quite good in this body, if I do say so myself.” Nightmare said, looking between the boys and shaking her hips, “What do you guys think?”

She looked quite good with her larger build, and flowing black hair, with a streak of pink and purple running through it. She had a figure mares would kill for. However, while none of the guys would say that Sweetie looked bad, they sure as hell wouldn’t admit she was hot. That girl was way too young for such thoughts.

“She’s a filly for Celestia’s sake!” Dash winced, disgusted that Nightmare was parading the poor girl around like this, “Just let her go!”

“Yeah!” Pinkie said, growling as intimidatingly as possible, “You won’t like the alternative!”

“What’s the alternative, Pinkie Pie?” Nightmare asked, stopping to face her and giving her an inquisitive look.

“I’ll be really, really upset!” She warned, as if that were something Nightmare wouldn’t enjoy, “I might even start to cry!”

“Well, I wouldn’t want that,” She laughed, turning away from the party pony, and looking toward Princess Luna, “You know, Sister, I learned the most interesting thing from Rarity, while I was inside of her.”

Luna scowled, she had completely expected this.

“Your baby survived!” She laughed, shaking her head, “All that pain we suffered together, and it could have all been avoided!”

“You will not speak of my child,” Luna warned, her face hardening in response to the entity, “Nor will you speak of Scootaloo.”

“Then how would I ever get what I want?” Nightmare laughed, casting a spell, and making two fillies appear in the air in front of her, Apple Bloom and Scootaloo, “So, this is how it’s going to go.”

“Sis’!” Apple Bloom shouted, flailing desperately, “Don’ giv’er anythin’!”

“Yeah!” Scootaloo agreed, crossing her arms and shaking her head, “We’re tough ponies! Just leave it to us!”

“How adorable,” Nightmare scoffed, giving the two fillies dark looks as she looked back to their respective family members, “But the adults are talking.”

“What do you want?” Luna demanded, buying some time to inch closer to Nightmare, so she could draw her back inside of her, “Do not hurt them.”

“Oh, I know what I want,” Nightmare said just evilly enough to put everypony on edge, “I want Celestia.”

A collective gasp sounded, as they all quickly realized the implications of her demand.

“That isn’t possible,” Luna shook her head, both in the sake of saving time, and taking another step forward, “She’d never—“

“Yes she would!” Nightmare laughed, “She would give her life for your child in an instant, lest she lose you once again.”

“How about Discord?” Dash threw out there, “Why not take him?”

Nightmare actually took a moment to laugh at her sense of humor, “I wouldn’t take over him if he were the last being in existence! He has no potential to be elegant.”

“You have to look elegant?” Alpha asked, chuckling a little bit, “That’s a limiting factor, isn’t it?”

“And didn’t you try to infect Alex?” Dash added, watching Princess Luna move even closer to the filly, “He has no elegance!”

“Okay, well that was just a little rude—“ Alex began.

“Silence!” Nightmare bellowed, as a blast of wind exploded out of her, ripping leaves and apples from the trees, “You all talk far too much!”

Fluttershy finally worked up enough courage to speak up in the conversation.

“I think everypony should just calm—“

Cutting Fluttershy off with a dark growl, Fluttershy instantly regretted her moment of bravery, and ran behind a bush.

Luna used this to move herself even closer to the dark filly.

“Once I take control of Princess Celestia, I think all of you could use some time on the moon,” She explained, no longer caring for her old friends, “You may come back after a thousand years, into a new kingdom, built by me!”

Nopony had a thing to say.

“After a thousand years, I’ll consider letting you live in my stupendous new world!” Nightmare laughed, as her excitement built further and further, “But only if you beg for my forgiveness.”

She continued, as Luna took her final movements toward Nightmare, carefully stepping over the unconscious form of Rarity.

“In a matter of weeks, all of Equestria will be unrecognizable!” She cackled, “Darkness will rule, and with the power of the sun, I will—“

Suddenly, Luna shot her hoof forward toward Nightmare, only to have it be caught in a spell an inch from her cheek, as the two of them, along with the two fillies were surrounded in a magic barrier that sent a blast of gas into the ponies surrounding Nightmare, knocking them away, sending most into trees, and the rest into the ground. It was painful, for the ones who weren’t knocked out.

But all that mattered, was what was happening inside of the spell Nightmare had cast.

Grunting, Luna’s arm shook as she tried to push through the spell Nightmare cast on her arm, so she could absorb the monster back inside of her.

“You have to try a lot harder if you plan on taking me back into your body, sister.” Nightmare chuckled, having anticipated the attack from the get-go, “I’d better make sure you don’t try that again.”

Luna started to shout in pain, as the spell twisted her hoof clockwise, until it reached its breaking point, where Nightmare eased the spell.

“Will you play nice?” Nightmare asked condescendingly, her smile as venomous as it could possibly be.

“Y-yes...” Luna growled, the pain in her arm almost unbearable.

“Good.”

The sound of Luna’s arm breaking was horrible. Nightmare purposefully dulled the wind, so nothing else could be heard, besides the shattering of the bone in her arm.

Collapsing on top of Rarity, Luna wheezed in pain, and rolled herself off of the unconscious mare.

“No!” Scootaloo shouted, trying to reach for the Princess, “How dare you!”

“My, such energy,” Nightmare said, turning to filly and levitating her toward her, “But, nopony will speak to me like that in my kingdom!”

Scootaloo started to scream in pain as her own arm was twisted in the same manner as Luna’s had been.

“Next time, you’ll address me properly!”

“Hey! Leave her—“ Apple Bloom tried.

Unfortunately, she was answered with a spell holding her mouth closed.

Scootaloo snapped her eyes closed, whimpering in pain. This was truly horrible.

////

“Sweetie Belle has always held me back. She’s been a roadblock in my studio, destroyed my work, and stolen me away from my precious hours of work. Her friends have run amuck around Ponyville, leaving me and Applejack to clean up their messes. She put no effort into her true talents, choosing to fruitlessly pursue so many lost causes, I wish she would grow up, so I could finally have some peace and quiet.”

“I know.”

“When I was told by my parents that I would have to look after her, I was angry. I had just moved out on my own, and I was still sharing a house with that little maniac. She keeps me up at night, ruins my pots and pans with her attempts at cooking, and then makes me feel bad for not spending more time with her. Does she not see how terrible she is to be around? Does she not see how much I want her to leave me in peace?”

Avarice sighed, avoiding eye contact with the confessing mare.

“I’ve hated her, I’ve despised her, and most of all those, I’ve wished she was never born.”

Avarice looked up from the floor with a soft smile on her face.

Rarity had said all of those things with a degree of control, but she was clearly distraught for having finally admitted such horrid feelings toward her sister.

Avarice noticed this, and decided to play at the good guy for once.

“Do you want to know how I feel about her, Rarity?” Avarice asked, as her counterpart looked to her, her heart completely broken from that confession, “I care about that filly more than anything in Equestria.”

Rarity’s expression brightened, hearing this come from the dark part of her soul.

“I would walk through fire to protect her, and give away every possession if it meant she would be happy,” Avarice smiled, her body glowing so bright she was getting to be too difficult to look at, “Sweetie Belle is the most important pony in my life. I know she frustrates me sometimes, and I think horrible, horrible things… But I don’t truly wish any ill on her. I love her. And I would risk my life for her.”

“Just as we will now.” Rarity nodded.

Avarice walked up to the mare, and gave her a meaningful hug.

“It’s time, Rarity,” Avarice said, as she began to glow brighter and brighter, “We’re going to be the hero this time.”

“Thank you.” Rarity smiled genuinely, wiping a tear from her cheek as Avarice backed off of her.

Rarity felt Avarice press tighter into her body, until she began to push inside of her. Before Rarity could even identify what was going on, the mare had been completely engulfed into her body. And thank Celestia, she didn’t gain all her weight.

“It’s time to wake up, Rarity.” Avarice’s voice echoed, through the sky, “You now know what to do.”

Rarity nodded, as the plan Avarice constructed flowed into her mind, telling her exactly what she would need to do once she reentered the waking world.

“I love you Sweetie,” Rarity muttered, as she closed her eyes, and returned to save her friends.

////

Tears were streaming down Scootaloo’s face as Nightmare held her arms in the most painful position she could, without snapping them.

Princess Luna was being held in a spell, unable to protect her younger sister from Nightmare.

“You two crack me up!” Nightmare laughed, taking far too much pleasure in the pain they were experiencing, “I might keep you around, just so I can keep doing this!”

“P-p-please s-stop,” Scootaloo cried, far past hysterics, “I’m-m Sor-rry!”

Apple Bloom muffled something,

Nightmare only laughed. Clearly enjoying every second of this terrible action.

“You.” Luna growled.

Turning to the Princess, Nightmare dropped the spell from Scootaloo for a moment

“I will destroy you,” Luna growled, her head being pushed into the ground, “I swear by the moon, Nightmare. You are no sister of mine.”

“Oh, no! Anything but that!” Nightmare laughed, genuinely unfazed by her saying that, “Keep speaking however you like, you will never guilt me into stopping! Nor will you stop me any other way!”

“She’s not going to stop you.” A voice came from behind the dark Sweetie Belle.

Nightmare didn’t have enough time to turn and face the familiar voice, before two hooves were clamped to her cheeks, and pulled her to face her attacker.

“You’re letting my sister go. Now.”

“No!” Nightmare shouted, as she realized that Rarity had the same link with her that Luna possessed, and therefore could pull her out of Sweetie Belle, and back into her own mind.

The look on Rarity’s face could only be described as intense, as every spell currently cast by Nightmare melted, freeing all of them from the spells holding them in place, and breaking the barrier around them, allowing everypony else to reach them.

“Let me go!” She wailed, as the black mist was pulled from Sweetie’s coat, into Rarity’s.

“Get back into my head, you bitch.” Rarity growled, as both size and color returned to her Sister.

Rarity gave one look to Luna, with a weak smile, unsure of what was going to happen next.

“Tell her I love her, Princess.”

A final blast of energy went from Sweetie’s horn, into Rarity’s, knocking her backward on to the ground, unconscious once again.

////

Back in her mind, Rarity needed no time to adjust. She knew where she was going, and what her goal was. Walking down the road in her minds version of Ponyville, Rarity grimaced at the sight. Nightmare was held in suspension in the gathering area just outside of the town hall.

Rarity had expected Nightmare to be thrashing, and trying to escape the imaginary shackles holding her in place. But she was completely motionless, making no attempt at escape.

Rarity approached her with a curious frown on her face, being careful not to get too close.

“I’m sorry,” Nightmare whispered.

Rarity opened her mouth to say something, but was cut off by Nightmares immediate continuation.

“I’m a monster, Rarity,” Nightmare muttered, exhaling softly, “I can’t be allowed to run free again.”

“What am I supposed to do?” Rarity asked, seeing that the mare was just as she had been before she left her body last time, “How can I fix you?”

“I cannot be fixed.” Nightmare shook her head, a tear running down her cheek in remembrance of the pain she had just inflicted on those poor children.

“Then what must be done?” Rarity asked again, hoping she would be a little more clear this time.

“You have to deal with me.” Nightmare answered her, her gaze still locked on the ground.

“Pardon me?” Rarity asked, completely shocked at the request, “I hope you don’t mean—“

“When I’m in your mind, I’m aware of the things I’ve done.” She explained, looking to Rarity with a genuinely heart-broken expression, “You helped me see what kind of a monster I am. I thought I was permanently fixed when I left you the first time. But I lost all control once we were separated.”

Rarity closed her eyes, and removed the chains holding Nightmare in place, allowing her land on the ground, trusting that she wasn’t going to attack her.

Rarity waited, not sure exactly what to say to the mare, hoping she would suggest a solution to their problems.

“Yes. I do have a solution.” Nightmare answered, having read the thoughts flowing through her mind, and sighing, “I cannot be allowed to leave.”

“Pardon me?” Rarity gasped, having not expected that kind of answer from her, “Are you suggesting that I keep you inside of me forever?”

Nightmare shook her head, her expression nothing but sadness.

“You have to assert your consciousness into mine,” She said, not helping Rarity at all with what she was suggesting.

“I- What are you asking?” Rarity asked, shaking her head, “I’m afraid this all makes no sense to me.”

“When I’m inside of you, I become more like you,” Nightmare explained, obviously unsure and nervous with this explanation, “And if you were to assert your personality enough, I would become nothing more than a perfect reflection of you.”

“You’re asking me to kill you, by- by replacing your personality, with mine?” She asked, completely stunned at just how horrible such a fate would be for anypony.

“I hate the demon inside of me,” Nightmare sighed, closing her eyes and walking past Rarity, “I have you to thank for showing me this about myself, by sharing your essence with me.”

“Don’t you mean that I hate the demon inside of you?” Rarity asked, trying her best to follow along with this complicated series of events, “In essence, I’m asking myself to put you to rest, since you have me inside of you!”

Nightmare smiled weakly, she was impressed with Rarity’s comprehension. Indeed, because Rarity had given her this guilty attitude, Nightmare was now asking to destroyed. But there was still something else.

“You’re both right, and wrong,” Nightmare said, hoping this next explanation wouldn’t hurt Rarity too much, “When I started taking in your conscience, it fused together with the small amount of good that existed in Nightmare. And, together, that made a new pony. And that’s me.”

Rarity had somewhat already known this to be the case. But, hearing it said to her, made it all seem so much more real.

“And as this new pony, I can remember my life before I became this monster,” Nightmare smiled, as tears started to well in her eyes, “I can remember so much. My husband, my sister, my… children.”

Rarity wasn’t sure what to say. She had never considered where Nightmare had started, or who she could have been before she became the monster she now was.

“I lost them all in an accident,” She described vaguely, not wanting to lose her composure at a time like this, to memories so old, “And in turn, I lost my mind.”

“I’m so sorry.” Rarity said quietly, hoping she would never have to feel the pain Nightmare was currently showing her.

“Don’t apologize,” She sniffed, as a tear ran down her cheek, only to be absorbed by her coat half way down her face, “You’ve given me back something that I’d lost. And with it, I can leave this world, thinking of those I love.”

Rarity opened her mouth to respond, but nothing came to her lips. She didn’t want to hurt this pony. She was innocent in all of this. She was created by nothing more than a piece of herself, and a piece of the mare she was inside of.

“Why can’t you just stay here?” Rarity suggested, wanting nothing more than to save this poor girl, “You could live in my mind! Live through my eyes! It must be better than death!”

She shook her head, breaking the mare’s heart, “It couldn’t work.”

“Are you—“

“It’s time for me to go, Rarity,” Nightmare said softly, her face brightening at the concern she was being shown, “I cannot describe how happy to makes me, to be pitied in the time of my reckoning, despite the horrible acts I have committed.”

Rarity closed her eyes, and fought off every desire to cry. She wasn’t the one about to die.

“What must I do?” Rarity asked quietly, managing to keep her voice from shifting, “How do I… assert myself into you.”

Nightmare sighed. This was it.

All Rarity needed to do, was be passionate. In doing that, she would express enough of herself, that it would be absorbed into Nightmare, just as it had been before. Only, this time, she would welcome it. Allowing every ounce of Rarity to cover her soul, until nothing remained, but the white mare.

“Weep, Rarity.” Nightmare said, closing the distance between them, and giving her the first hug she had given, or received in more than a thousand years.

The warmth she felt when Nightmare embraced her was just enough to tip her over the edge. It reminded her that this was a living being, just like her, just like Spike, and just like her sister. She was somepony’s daughter, she was somepony’s sister, she was somepony’s lover. She was even a mother.

And even if all of those ponies in those relationships were long gone from this world, they still existed in her mind, and were with her right now.

“You won’t leave this world without a friend.” Rarity said into the ear of the pony currently holding her, sniffling lightly, “You’re saving so many by doing this. I promise that everypony will know of your sacrifice, and that you were a hero. Not a villain.”

“Had the situation been different, I wish we could have gotten to know each other, as friends.”

“Me too.” She squeaked, her makeup now staining her cheeks completely, and her legs quivering, ready to collapse under her.

“And just because you accepted that dark side in you, that doesn’t make you evil.”

“I know.” Rarity raggedly answered, her breathing erratic, and her nose running like a faucet.

“You’re the strongest, and most caring pony I’ve ever come across. Your sister and friends are lucky to have you.”

Here Rarity was, being comforted by a mare on her deathbed. It would have made her feel horrible, but she knew that Nightmare was using this final moment, to do something good, and leave as much positivity as she could, while also taking her mind off of her impending doom.

“Don’t ever stop being yourself. You’re amazing.”

“Thank you.” Rarity whispered almost silently.

“No, Rarity. It is I, that needs... that need to- to thank y—”

Rarity suddenly felt the pressure from Nightmares embrace vanish.

Opening her eyes and pulling back, all that remained of the dark goddess was a gold outline of her body, while it was hugging Rarity.

Falling backward, on to the ground, Rarity covered her eyes with her hooves as the tears continued to pour down her cheeks. Sometimes when she cried, she would be dramatic, loud, attention seeking... However, this called for no volume, and no dramatics. Only silent recollection.

This maredeserved to have somepony to weep for her. And Rarity knew that she would be the only one.

////

----

////

Complete change doesn't exist.

Something can be smashed, broken, or burned, to end up being completely different from what it started as, but no matter how much something changes, it’s original roots will always exist alongside its new life.

They may not be seen, hidden away in its new form… But they will always be there, whether or not it’s realized.

Perhaps, in the most trying of circumstances, those roots can come back to the surface. Whether that would end well, or poorly, however, is only to be determined at the time of her return.

And while she may be hidden, deep within the depths of a generous soul.

She could still breathe.

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