Horrors of the Hallowvale

by Mazzyrazzy

Rating: everyone
Tags: Main 6, Slice of Life, My Little Pony: Friendship is Magic, Spike
Length: 13443

Ponyville's biggest Halloween party ever! But what will happen when weird stuff starts to happen?

Applejack and Pinkie Pie team up to create the most epic Halloween party Ponyville has ever seen. Together they transform Sweet Apple Acres into the spookiest place around, complete with games, a costume party, and a haunted hay ride. But when weird things start happening, it all falls on the mane six who must face their fears to discover the truth. Is it some elaborate prank, or is it the fabled Spirit of the Hallowvale?

Published 2011-10-25 08:43:42 UTC
Last updated 2011-10-31 16:12:02 UTC

Prologue

Author's Note: It's time to get into the Halloween spirit everypony! Turn out the lights, grab a jack-o-lantern (because I know you have one around), and munch on some of that candy. It's time for a very pony-fied Halloween night. I just wanted to note for future readers that this fan-fiction was made specifically for the Halloween season. Also, I don't know particularly what 'Slice of Life' means, but I'll assume it means a normal fic.

Horrors of the Hallowvale – Prologue

By Mazzyrazzy

"Come on Twilight, we're going to be late!"

Twilight was peering into her mirror, using her magic to adjust her fangs just right. It wasn't every day that she got to dress up like a vampony, and she wanted it to look convincing. Around her shoulders she draped a black cape, completing her full spooky transformation. She opened her mouth wide to admire her handy work; the plastic white fangs stuck out of her mouth no matter if her jaw was closed or not. Overall she was very pleased with how her costume turned out. Finally, she turned to Spike, who was dressed in a matching vampony getup, though in his case it would be a vamdragon. He was glaring at Twilight, and impatiently tapping his foot.

"Keep your scales on, Spike. We'll be there before you know it. I know you're excited about Applejack's and Pinkie's Halloween party, but we still have a few minutes before we need to go, and the party will most likely be there all night. So there's no need to rush."

Spike paced, brimming with excitement. "I wonder what games they'll have. Do you think there will be candy at the costume party? Ooh, I hope they have those candy corn treats I like! I wonder how many ponies are coming… I bet it's a lot, right? I mean, everypony in Ponyville is invited so it should be a huge turnout! Oh and don't even get me started about how excited I am for this 'haunted hay ride' that Applejack told me about…"

Twilight giggled and let him ramble on for a bit. Honestly she was pretty excited herself. Applejack and Pinkie Pie have been working together for the past week to turn Sweet Apple Acres into Haunted Apple Acres. It's been incredibly secretive, and only the usual farm staff was allowed anywhere near the farm. Supposedly the project got so enormous that the mayor herself was invited down near the completion of the farm's transformation, and she was so impressed that she made it official party central for this year's Halloween festival.

Stepping outside in the cool October air, Spike hopped on Twilight's back. "Let's get going already!" He pleaded impatiently.

The light outside was already starting to dim as the sun set on the horizon. The purple vampony closed her eyes and took a deep breath of the autumn air. She couldn't think of anytime she enjoyed more than the days leading up to Halloween. There was always an excited buzz running through the town. Little fillies and colts painted pumpkins and played games, while the older ponies hung all sorts of decorations. The scent of pumpkins filled the cool breeze; pumpkin pies were an especially enticing aroma that always hovered over the town like a warm blanket. And, of course, who could forget the mastery of the traditional Jack-O-Lanterns?

Spike poked her side. "Eh, Twilight? You okay?"

She let out the breath she held in as a content sigh. "I'm perfect."

Twilight began walking down the road, joined my various members of the community who all seemed to be headed for Haunted Apple Acres. Ponies were dressed in all sorts of costumes. She saw a magician, an eerie ghost, and several little fillies dressed up as princesses. The whole street was bustling with conversation, everypony excited to see what the party looked like. The younger ones were trying to guess what games and activities would be available, each idea setting them off as they bounced around enthusiastically.

Spike chattered just as energetically on her back. "What do you want to do first Twi? How about the games? I'm sure they have all types! OH, what about the costume dance party? I bet the barn looks amazing inside… WAIT! We have to go on the hayride first!"

Twilight giggled. "Calm down Spike, we'll be able to do everything, I promise."

"Sorry, I'm just so excited! What are you looking forward to?" Spike asked.

Twilight thought on it. "Really, I'm pretty curious to see how great Sweet App – I mean, Haunted Apple Acres is. I know it's going to be incredible." They were getting nearer to the farm, walking up a hill with several other ponies. The younger ones sprinted forward, eager to get to the crest of the hill and look over at the farm below. The young ones finally got there, and froze, gasping loudly.

"Oh wwwoooooowwww!" One exclaimed. Twilight and Spike shared a glance, after which she immediately picked up the pace, eager to get a look herself. Finally they reached the crest of the hill, and overlooked the region below. Both Twilight and Spike shared a gasp.

With the moon beginning to rise behind it, the barn house let off an eerie fog which rolled from the barn itself. Cobwebs decorated every inch of it, spreading out and branching onto trees and the ground. Dozens of Jack-O-Lanterns and candles lit every window and dotted the entrance. In front of the barn was a make-shift common area, with a stage and big enough to hold nearly the whole town by the looks of it. The stage itself was decorated with black and orange streamers and balloons, no doubt Pinkie Pie's creation. In the distance, which used to be just a barren field, was now a vast variety of carnivalesque games with seasonal flare. Hay bales lined certain areas of the field creating walkways.

Most of the town had come out; the common area was packed full of ponies. It was far away, but Twilight could make out three mares on the stage: Applejack, Pinkie Pie, and the Mayor. Twilight followed the crowd down the hill and walked towards the stage, casting her gaze around her. The apple trees were decorated with more cobwebs, fake spiders, and orange streamers. As they were walking, Twilight heard a small voice.

"Oh, hey Twilight," the voice said timidly. Twilight turned to her right and her eyes lit up when she saw her friend and what she was wearing. Fluttershy walked over, wearing a white, fuzzy bunny outfit. It was slightly too big for her and dropped slightly in her face, hiding her eyes. She lifted it out of the way once she was standing next to Twilight.

"Aw, your costume is adorable, Fluttershy!" Twilight giggled softly.

"Thanks Twilight, it was," Fluttershy began but the hood fell in her face once again, "umm, it was Angel's idea." She once again uncovered her face. The display made Twilight and Spike giggle.

"Well, it suits you very well Fluttershy." Twilight added courteously. The pegasus's eyes sparkled as she smiled with gratitude. Together, they began walking towards the common ground. Twilight tried to start a conversation, but as the crowd around her began to get denser, her own voice was drowned out in the noise. Eventually after repeating herself many times, she finally gave up, refusing to compete with the pandemonium.

As they scooted closer to the stage, uttering many apologies along the way as they bumped into other ponies, Twilight could see the Major approach the stand, no doubt preparing to make her speech. They were close enough to get a decent view, so they halted in their place. From the stage, Pinkie Pie finally caught a glimpse of them. Her face lit up as she waved furiously. After Twilight and Fluttershy shared a glance, they returned her wave though not as enthusiastic as Pinkie's. Next to her, Applejack looked oddly and Pinkie, then looked in the same direction she was. Twilight and Applejack made eye contact, and a big grin spread across the earth pony's face. It was a smile that said, "Hey, this is pretty nice, huh?"

Twilight admired her friends' costumes. AJ was dressed up as an old fashion scarecrow, which looked incredibly uncomfortable. She wore blue overalls stuffed to the brim with hay, and her usual cowmare hat was replaced with a straw replica. Twilight wondered if the costume itched at all… it sure looked it. Pinkie Pie was wearing… a circle. To be more specific, she was encased in a pink sphere; the only thing that could be seen were her legs, head, and fluffy tail. Twilight was a bit confused about this, though she decided not to dwell on it. Knowing Pinkie Pie, she probably had a half-decent, if not completely moon mad, reason.

The crowd hushed as the Mayor hit center stage. There were a few luminescent decorations that lit up on the stage, bringing natural "ooo"'s and "aahhh"'s. With Luna's moon rising behind her, the Mayor finally began to speak. "Good evening ladies and gentlecolts, ghasts and ghouls, princesses and parasprites, and every sort of creature that goes bump in the night! Welcome to a very special Halloween celebration! I can tell by the look in your eyes that you're all eager to get this party underway. I would just like to thank the ponies responsible for what is sure to be the most spectacular Halloween ever! Let's give it up for our party hostesses, Pinkie Pie and the Applejack!"

Thunderous applauses and cheers erupted from the crowd as the wave of ponies stomped their hooves. Twilight and Fluttershy joined in, though the cream-colored pegasus was partying a bit more softly. AJ waved at the crowd while Pinkie Pie bounced excitedly. After nearly half a minute of chaos, the crowd died down once again.

"Now," the Mayor restarted, "there are several rules that I could bring to light, but I'm sure you're all tired of hearing them by now. You all are perfectly aware of how to have fun without sending the entire evening into chaos. However, I feel I must warn you of one thing…"

The crowd was deadly silent, as the inflection of the Mayor's voice sent apprehensive tingles down their spines. They listened with complete focus.

The Mayor allowed her voice to slipper into a darker, spookier tone. "Do not, I repeat: DO NOT, do anything to anger the Spirit of the Hallowvale, on this - the one night he has free reign upon our world."

Twilight froze in fear; that didn't sound too good. Why was everypony around her still so relaxed? Even Fluttershy looked unmoved! Before Twilight could ask about it, twin jets of fireworks rocketed into the sky, bursting into different shapes. One was a jack-o-lantern, and the other burst into the projection of different treats. Although the display lightened the mood for Twilight, she was still a bit unnerved. What was this 'Spirit of the Hallowvale'? Was it dangerous? If it wasn't, why had the Mayor warned everypony about it?

With the festivities underway, the crowd began to disperse in all directions. Some head for the field, some for the barn, and the remaining to get in line for the haunted hay ride. AJ and Pinkie hopped down from the stage and trotted over to Twilight and Fluttershy. Spike was shaking slightly on Twilight's back; perhaps she wasn't the only one who found the Mayor's speech to be particularly scary.

"Hey gals! Ain't this something?" Applejack said, clearly elated.

"It sure is! I'm impressed you managed to do this all in a week!" Twilight replied truthfully. The whole thing made for one massive project.

"We made a great team, right Applejack?" Pinkie Pie chirped, still bouncing. Before AJ could respond, she continued as if it was a rhetorical question. "Oh my gosh, we're going to have so much fun!!"

Fluttershy shot a curious glance to Pinkie, after re-adjusting her hood for the 5oth time. "Umm, Pinkie…. Not that I don't like your costume – I do – but… what are you?"

Pinkie petted Fluttershy on the head. "Silly Fluttershy! I'm a gumball, of course! Watch!!" In one quick motion, Pinkie Pie retreated into her ball, like a turtle retreating into its shell. Moments later, she resurfaced with a mouth full of gum, which she was chewing furiously, making loud 'nom nom nom' sounds. Just as Twilight was about to question the absurdity of having actual gumballs inside her costume, a voice called out.

"Hey hey everypony. What's crackin'?"

The group turned to see Rainbow Dash walking over to them, accompanied by Rarity. Twilight's mouth hung open, impressed with what the two were wearing. Rainbow had on full-on Wonderbolts gear. Seriously, if this was any other day, she would definitely be mistaken for a member of the flying team. It was so realistic, and the patterns so intricately done, that the professionalism involved in it would fool anypony.

"Ain't it awesome?" Rainbow Dash struck a pose. "Rarity here made it for me."

"Oh, it was my pleasure darling. You look absolutely fantastic." Rarity complimented, in doing so praising her own skill.

"You do too, Rarity." Fluttershy said sweetly. She was right of course; Rarity of course using any opportunity to appear regal. She was dressed up as a princess, with a silver tiara and flowing black gown. On her hooves, she wore matching laced black slippers. She was a proper princess of the night.

Spike gave the gag sign as they all exchanged compliments. "Okay enough with the mushy stuff, let's get talking about something that's actually interesting. Like what's the deal with the Hallowvale thingy?"

Rainbow Dash burst through, bolting closer to Spike. "You mean you don't know the story of the Spirit of the Hallowvale!?" Spike could only shake his head in reponse.

"I'm a bit curious as well," Twilight added. "Why haven't I ever heard of this before?"

Fluttershy was on the ground, shaking while covering her head. "Oh please, I-I don't like this story. How about we go play some nice, quiet games?" It was too late. Rainbow has already thrust herself into the air, hovering a few feet above them.

"Legends have it," she began, wavering her voice in a spooky tone, "there was once a immortal creature called the Hallowed Vale, long ago before ponies came here to Equestria…" Twilight's ears perked up. How strange… she could've sworn she was aware of all the folklore when it came to before pony times. She'd never read about this creature though. She leaned forward in interest, though Spike was shivering slightly, now standing and gripping Twilight foreleg.

"The Hallowed Vale was a monster of such incredible power that nothing in the land could stop its nightmarish pranks. It soon became bored with the lessor life forms; having nothing more substantial to scare than bunnies and other animals, he came up with a devious plan. You see, it grew so powerful that it was able to transform himself out of physical form. It was the first conscious creature ever to not have a body."

Fluttershy was cowering by this point. Rarity moved to comfort her. Relentless, Rainbow continued with growing volume.

"In spirit form, the creature could monitor everything; be everywhere; see everything. To the monster's own surprise, the procedure had horrible consequences. It was trapped in spirit form for every single day of the year… except on its birthday. On this one faithful day, the creature would be able to summon the energy needed to squeeze back into its original, horrifying physical form. It just so happens that today is that day. We wear costumes to hide from the monster, because his favorite snack…"

Rainbow Dash crept closer to Fluttershy as a devilish smile shot across her face "… is ponies!"

"Eep!!" Fluttershy bolted upright, and in a cloud of smoke sprinted off in a random direction.

"Bahahahaha!" Rainbow Dash flung herself to the ground in fits of laughter. The others looked on disapprovingly.

"Tonight's going to be one wild night!" Rainbow grinned.

Chapter 1 - Rainbow Dash and Fluttershy

Rainbow Dash continued to roll around the ground in self-gratified hysterics, pleased with her own ingenious story telling. After a short while, she began to notice the silence and cold stares of the ponies around her. After wiping a tear from her eye, she cleared her throat with a cautious cough, hoping that it would stir some emotion from her friends. It didn't.

"Oh come on, I was only joking." Rainbow said defensively.

"Ya well you know good 'n well that Fluttershy has ah low tolerance for that sort'a thing." Applejack said quietly, though there was ice in her tone.

"She asked you not to tell the story, yet you told it anyway." Rarity added.

Rainbow was getting more defensive by the second. "Hey, I'm not the one who wanted to the story. Twilight and Spike had never heard it before, so why shouldn't I tell it to them? Excuse me for trying to dish out a tiny bit of fright on Halloween," she ended with a sarcastic edge.

"Be that as it may, you should find her and apologize. If anything, it'll make the poor dear feel better. If you won't do it for us, do it for Fluttershy." Rarity concluded. Her voice was non-judgmental yet compassionate. Even though Rainbow Dash was stubborn mare, she saw the sense in Rarity's words. Right now Fluttershy was somewhere without her friends, most likely scared to death. She couldn't deny her own basic instincts; the element of loyalty coursed through her veins providing ample motivation, and it inevitably was enough to cave in.

The cyan pegasus sighed. "Yah…I hear ya. Alright I'm gonna go find her." As Rainbow rose to her feet, the others nodded with smiles on their faces, proud that she was able to see reason.

Pinkie Pie bounce over, "good luck, Dashie! I know you'll do a super duper great job!"

Rainbow gave an apologetic smile, then as hard as she could, kicked off from the ground. Unfurling her wings and giving a few powerful flaps, the rainbow mare shot off into the direction her frightened friend had gone. It looked like Fluttershy had run straight into the field that contained all the assorted Halloween games. The crowd of ponies was sure to make the cream colored pegasus as hard to spot as finding a needle in a haystack.

Flying low, Rainbow quickly searched through the parade of ponies, marching every which way. The mass of ghoulish ponies buzzed with excitement; those who weren't participating in the simple games looked and cheered on with great interest and enthusiasm. The festiveness that pierced the night pulled at her greedily. All those games…those competitions… were waiting to be won… Of course, she would easily win anything the fair had to offer. I mean really, what chance do any of them have against the best athlete in Ponyville?

She shook her head, remembering why she was flying in the first place. "Right - Fluttershy first, games second." She repeated it over and over again until she finally pushed on to find her friend.

It took Rainbow some time, but eventually she caught a flash of white color in an otherwise dreary canvas. A fluffy white tail was protruding from under a picnic table, and as the pegasus descended, she was able to see Fluttershy hiding underneath it. Her hood had been pulled down, and she was now cut off from the outside world. For a few moments, Dash just sat at the bench without making a noise, waiting for Fluttershy to realize that she was there. She eventually got bored of waiting and tapped her hoof on top of the wooden surface.

Fluttershy squeaked in fear and shot a glance upwards, coming in full view of Rainbow. "Oh…H-hi Rainbow Dash."

"Look Flutts, I didn't mean to scare you…well okay, I did mean to scare you, but I didn't mean to scare you this badly."

Fluttershy hesitantly met Dash's stare. They held eye contact for a split second before the conversation resumed.

"What I'm trying to say is…I'm sorry," Rainbow said awkwardly. She wasn't used to admitting she was wrong, or apologizing for one of her pranks.

Fluttershy sniffled. "It's o-okay Rainbow Dash. I forgive you." Their eyes fell in on each other as Rainbow Dash helped the tentative mare out from under the table. Fluttershy shook the dust off her costume while Rainbow Dash chuckled at the display, noticing Fluttershy's hood once again sliding down over her face. She walked over and fixed it for her.

"Come on, I'm itching to play some of those games!"

Fluttershy smiled. "That sounds fun and safe. Count me in."

Together they began walking back towards the mass of ponies and out of the barren picnic area. Now on the ground, Rainbow found that it was much harder to move at a decent pace. The crowd packed the narrow 'streets' marked with more bales of hay. On either side were Halloween-colored tents and displays, hosting a wide variety of quick, flashy competitions and challenges. Rainbow's eyes flashed with all the possibilities. A wide grin spread across her face as she eyed the games. It took a profuse amount of self-restraint to not rush away from Fluttershy's side.

Fluttershy eventually noticed how hungrily Dash was eyeing the games. "Umm… you can play them if you want to… I mean I don't mind…"

Rainbow's eyes softened. "No, let's find a game we can play together."

They moved their way through the crowd, enjoying the festive atmosphere. A candied apple stall proved to be too much for either of their self-control, and they spent a few bits each to indulge in the sweet treat. Dash was already half way through her's when she looked over to Fluttershy, who had barely taken a nibble.

"Hey… is everything alright?" asked Rainbow Dash.

Fluttershy kept her gaze on the ground. She remained quiet for several seconds until she finally spoke up. "Umm…t-the Hallowvale spirit… d-do you think it really umm… eats ponies?"

Rainbow glanced apologetically over at Fluttershy. "Horse apples, Fluttershy… I didn't mean to scare you this much. Of course it doesn't eat ponies… the Hallowvale is only an old pony's tale."

Fluttershy grew solemn. "Just like the Mare in the Moon?"

Rainbow Dash paused mid-bite. She couldn't help but consider how good of a point it was. She decided to use the 'play it cool' card.

"It's not like that Fluttershy, we're safe. And besides," Rainbow gave Fluttershy a supportive nudge, "even if that thing did exist, he'd have to go through me first. I'd never leave one of my friends hangin!"

Relief spread across Fluttershy's soft features. Finally comforted, she took another bite of her candied apple.

They continued to search for a fun game, stopping every few seconds to watch a game already in process. It was especially gratifying when stopping by a bean-bag toss game just in time to see Scootaloo hit the bulls-eye. The orange filly was especially proud when she found out Dash had been watching. A short while after, Rainbow grew a devious grin. Fluttershy grew apprehensive.

"Hey Fluttershy, you should try that game."

Before she even knew what was going on, Fluttershy was dragged towards the "test your bucking skills" challenge. "Oh, but um, I don't want… I mean- c-can we play something else?"

"Come on Fluttershy, this is all you! Just kick the target as hard as you can. If you ring the bell at the top you get a fuzzy stuffed animal. That doesn't sound so bad, does it?"

"I…I guess not… but-"

"But you'll do great! You got this Fluttershy. You just have to get mad first."

The mare running the attraction giggled softly. "You can do it sweet heart. The pressure plate isn't set too high." A small crowd began to gather around the parameter. The cream-colored pegasus hid beneath her fluffy veil and slowly began to trudge over to the target.

"Ok, I just need to get mad. Think mad thoughts," Fluttershy whispered to herself. After a few moments of hesitation, she reared back her hind legs and kicked with all her might.

Five inches. The weight lifted five inches off the target.

Once again, Rainbow Dash couldn't hold in her laughter at the pitiful albeit adorable display. Fluttershy galloped over to her, a smile blossomed on her face.

Fluttershy was glowing with pride. "Rainbow Dash, did you see it! I made it rise in the air! Oh my, I did so much better than I thought I was going to do."

Rainbow attempted to hold in her giggles. "You sure did! What did you think about to get you…angry?"

"Oh, umm, I thought about how angry at myself I'd be if Angel ever got a tummy ache and I wasn't there to help."

A few giggles leaked out through Rainbow's pursed lips. "Well it seemed to do the trick. Let's go find more games to play!"

The next half hour was a fantastic bonding experience for both friends. Together they laughed, played games, and cheered each other on as the other competed for prizes. The cool night did nothing to subdue the festive fire that burst from everypony's spirit. The little fillies and colts were especially hyper; no doubt the result from consuming so many sugary delights.

Rainbow Dash's eyes fell on a classic festival game. She pulled Fluttershy over, and they both heard the colt running the stall advertising his game.

"Which pony thinks themselves skilled enough to knock down all three milk bottles? Simple enough ladies and gentlecolts! Three bits for three tries! Knock them all down and win a prize!"

"We can totally do this!" Rainbow exclaimed excitedly. She didn't allow Fluttershy to get a word in before she pulled her along towards the stall, and slapped three bits down on the table. "Three balls, please! Prepare to give over one of those prizes." Dash said confidently.

"Oh, we have some takers! Very well, good luck girls!" The colt said enthusiastically, putting three rubber balls.

Rainbow eagerly bent down and gripped one of the rubber balls in her teeth. Narrowing her eyes, she pinpointed the exact center of the triangular tower of milk bottles. After she was satisfied that the target was in her sights, she reared back and snapped her head forward, releasing the ball at a high speed.

Thud. The ball bounced off the matting that was behind the bottle tower; a clear miss.

Dash became downtrodden with disappointment. "I missed?" She felt tapping on her back that made her turn. Fluttershy was patting her.

"There, there… It's okay, Dash. It's only a game."

"Heh, yah I guess. It's your turn now." Rainbow took a step sideward to give room for Fluttershy to walk up to the table. She hesitantly moved forward and grasped the rubber ball in her teeth.

Like Rainbow, Fluttershy tried her best to line up the shot. The loud bustle of the crowd behind her didn't help her concentration. Still, she did as best as she could. She took a deep breath in through her nose as she rose onto her hind legs, gearing up for a powerful shot. Rainbow was impressed; she saw the fire in Fluttershy's eyes and the determination in her step. Maybe she misjudged the timid pony's athletic ability. This shot was building up to be one hay of a throw. She could do this; she could actually do this! Then suddenly with surprising swiftness, Fluttershy snapped her head forward and released the ball.

It made it halfway before gracefully sloping down, pattering on the ground.

A few seconds on silence followed. "Oops…" Fluttershy mumbled quietly, "I'm sorry Rainbow Dash… I guess I'm not very good at this…"

Dash hated to see her friend so low with self-esteem. "Aw, that was just a practice shot. I know you'll do better if you give it another try!"

Fluttershy glanced questionably over to her, before accepting the motivation with a quick nod. "Are you sure you don't want to? I mean, this is our last ball and I don't want to waste it…"

"Nah, I know you'll do great! And if you don't, so what? It'll join the long list of games we've already failed." Both ponies shared a giggle, especially since it wasn't in Dash's nature to admit to failure, even jokingly. It actually gave Fluttershy the strength to give it one last shot…literally.

Rainbow took a step back, giving her some room to work with. From behind, she saw Fluttershy lean down to pick up the third ball and then…

Clank! The ball rocketed forward with staggering speed, smashing through the very center of the bottles, sending them each in separate directions. Rainbow looked on astonished. "Oh my gosh Fluttershy, you did it!" She reached around and hugged her friend, who was just as shocked as she was. After moments of a blank expression, Fluttershy squeaked something out.

"Huh? Sorry Fluttershy, I can't understand; can you speak up?"

Fluttershy turned to face Rainbow; her eyes were alight with fear. "I d-didn't do that."

That didn't compute for Dash. "Umm…what do you mean you didn't-"

Both ponies caught their breath when from inside the stall, the basket of balls began to rise. It hovered in the air, unaffected by the curious and slightly fearful glance it was receiving from the colt working the booth. "Heh heh," he laughed nervously, "must be some little ones trying to do a prank. Luckily it doesn't-"

The whole structure began to shake, causing the owner to abandon it almost instantly. The crowds around began to fall silent at the sudden intrusion. Rainbow Dash and Fluttershy started to back away in apprehension. The colt running the booth made it out just in time; the whole structure was ripped from the supports holding it to the ground and rose in the air as well.

Fluttershy huddled close to Dash as if to hide from the scariness. Rainbow put a protective wing over the poor pegasus, even though what she was witnessing sent shivers of fear down her spine.

"W-what's going on?" Fluttershy whispered.

"I…don't know."

A heavy fog rolled in from nowhere, sending panicked cries of protest throughout the crowd. Several more stalls lifted into the air, nearly injuring the ponies inside. Luckily they all seemed to escape in time. Then… everything was still.

Both the stalls in the air and the fog itself froze as if time itself had stopped. The entire field was completely silent, except for a few mares whose whimpers were audible from several feet away, Fluttershy included, who was shaking like a leaf.

Time passed without and inclination on what was happening. After two long, grueling minutes, a voice came that startled everypony. Its tone was dark and amused.

"So…there are some who still believe they can hide from me…"

Chapter 2 - Applejack, Pinkie Pie, and Rarity

Rainbow Dash gave an apologetic smile, then as hard as she could, kicked off from the ground. Unfurling her wings and giving a few powerful flaps, the rainbow mare shot off into the direction her frightened friend had gone. The rest of the group watched her fade into the distance, heading off towards the field of games. Rarity gave a content sigh.

"That went well. I hope the poor dear is alright," said Rarity.

"Don't worry," Twilight said, "she's in good hooves. Rainbow may be a prankster, but she's a good friend." Rarity nodded in return, satisfied with the answer.

Rarity decided that it would be in everypony's best interests to change the subject. "Applejack, darling, this party is simply marvelous. I didn't even recognize it as Sweet Apple Acres. No doubt thanks to your professional party skills, Pinkie."

"Shucks, thanks Rarity," Applejack smiled waved it off nonchalantly, "sure was a lot of work, but Ah think the end result was worth it."

"Oh, definitely!" Pinkie Pie exclaimed. "It's been so much fun working with Applejack. This might be my best party EVER!!" she shouted with an especially high bounce.

"Everything looks amazing! It's obvious you guys put a ton of work into it." Spike added.

They all took a moment to breathe in their environment. Around them, ponies scurried off to one attraction or the other, while many were filing towards the barn where dull throb of a resonant bass could be heard pumping out ghoulish music. The candles flickering inside the jack-o-lanterns were a foreboding sight to say the least; scores of them littered the area, on the ground, haystacks, windowsills, and almost every surface. The sight made many little fillies hesitate before rushing past into the open door of the barn.

In the distance near the apple trees, the loud sputter of a tractor blared to life. The noise was followed by a fervent cheer by all the ponies that were its cargo. Attached by a ball and socket joint and several safety chains, the tractor pulled a medium-sized cart that could carry on average around 15 ponies. The carriage was surrounded by a small metal railing, keeping the occupants from falling out and giving them something to hold on to when the terrain got bumpy. The inside was matted with compressed hay, and around the perimeter were – surprise surprise – more hay bales so those on the ride could sit and enjoy the journey.

Spike was eyeballing the attraction zealously.

"So girls, how's about we head over to the barn? We got one hay of a party goin' on in there!" Applejack gestured.

Twilight nodded in agreement. "Sounds good, Applejack! Let's-" she was interrupted by Spike pulling on her leg. She leaned down and they whispered a short conversation, while the rest of the group looked on questionably. Finally, Twilight straightened back up.

"You girls go ahead; Spike and I will catch up. We're going to ride the haunted hay ride first, if that's okay?"

Rarity giggled lightly at the baby dragon's thirst for adventure. "Of course it's fine darling. You two go have fun, you know where to find us~!"

"Alright! Let's go let's go let's go!" Spike chanted, pulling Twilight in the direction of where the line started.

Twilight hurriedly tried to get in a few last words before Spike ushered her too far. "Uh, bye everypony! See you in a bit." The rest of the group waved as Twilight and Spike faded into the apple trees.

"Well what are we waiting for!?" Pinkie Pie asked. "It's time to paarrrr-tay!" Pinkie Pie sprinted off towards the barn, leaving AJ and Rarity to saunter towards the barn at a more practical pace. The two ponies walked side-by-side not quite knowing what to say. After all, the two didn't especially have the most in common, and the only time they usually came into contact was when the other was teasing them about their polar personality.

"Ya'know, you can hold my hoof if it gets t'be too scary for ya," Applejack joked.

"Ha – funny – ha," Rarity said sarcastically, eventually easing into a subtle giggle. "Please, it would take a whole lot more than 5-bit Halloween decorations to scare somepony of my maturity."

"5-bit? Why, Ah outta-!" AJ non-aggressively nudged the white unicorn, and they both shared another chuckle.

Halfway to the barn, the two ponies could see Pinkie Pie standing on top of a hay bale in front of the entrance. She was beckoning to them hurriedly, trying to get them to move faster. In the end it did nothing to increase their pace, and they strolled at a leisurely stride.

Rarity glanced over to AJ. "It really is quite magnificent what you have accomplished in merely a week. How'd you do it all?"

"Thank ya kindly. It took a whole lot of time an' effort, but thanks to Pinkie Pie's surprising time management skills we were able to get it all done. A'course we had some help from Big Macintosh when it came to the real heavy liftin', and even Applebloom chipped in. The Cutie Mark Crusaders helped paint a lot of these here pumpkins. The carved pumpkins were done by the farm hands, who each volunteered to do a good amount of work. This has been a bad week for business, but Ah think we've made back what we lost from this here Halloween celebration."

Rarity nodded, impressed with the complexity of it all. "You say Sweetie Belle helped a little? That would explain why she has been spending so much time with her friends and less time bothering-... er, 'helping' me in my boutique."

They finally made it to Pinkie Pie. "Took you slow ponies long enough! Come on, let's go go go!" she bounced in.

"Pinkie seems more…Pinkie than usual." Rarity noted, nearing the entrance.

AJ chuckled. "You'll see why in a second. Of all the things Pinkie worked on, this takes the cake by a mile." Rarity didn't know what to anticipate, but her expectations now rose to a curious level. She was very eager to get inside to see what Pinkie Pie was so eager to show.

Through the barn door they were plunged into darkness. It was already dark outside, but this was different. There was absolutely no light. Black velvety drapes hung low from the ceiling creating a narrow passage. The tunnel was designed so that each pony had to go single file. The drapes began to close in as they walked further in, though the music was getting louder. Finally at the apex, where Rarity didn't think she could feel any more cramped, she was squeezed through an opening and finally got to see the inside.

Orange and white lights flashed in sync with the quick beat the emanated from the hidden speakers. A rolling fog covered the base six inches of the floor, making anypony's next step uncertain but gave a sort of thrilling vibe. Cobwebs covered the rafters above, concealing the lights. The sound system itself was cycling through a variety of popular Halloween-inspired music. Overall it did have a very festively spooky feel, and Rarity couldn't help but wonder if it was too much for the younger ones. Surely with the darkness and all the décor, the little ones must be frightened? The thought was quickly dashed out when she saw a group of young fillies dancing and having a good time just like everypony else.

"Do you like it!?" Pinkie suddenly popped in front of her.

"It's incredible, Pinkie Pie! You've truly outdid yourself this time," Rarity complimented honestly.

"Aw, Thanks Rary!" she embraced Rarity in a tight hug. Applejack came through the veil moments after.

"See, what did Ah tell ya? A piece ah art if ya ask me." AJ added. Without hesitation, and after mild protest from the orange earth pony, Pinkie pulled her into the hug to make it a group embrace.

"Come on girls, the dance floor is calling our names!" Pinkie pulled them all out under the orange flickering spotlight.

As crowded as it was, Rarity thought it was going to be nearly impossible to find space enough for everypony to dance. To her surprise, everypony were very courteous to those around them, and they ended up having ample room. Minutes flew by as the three danced around each other, laughing and cajoling the others around them to join in their merriment. Although they were dancing together, each one of them had a different dancing style.

Applejack was rowdy and boisterous, dancing like she was a bull trying to unmount the rider. Rarity was far more reserved, dancing with grace and precision. Every movement became flawless and had purpose as she flowed across the floor. Celestia forbid if she worked up a sweat! She took special care to not work herself too hard; there wasn't any reason to uncomfortable in her costume. And Pinkie Pie? She was Pinkie Pie. Her crazy style couldn't be described in any other word then random. She let the music course through her, and however she felt like moving she did. Sometimes she simply bounced around the group, and other times she was doing a polka dance while spinning about. At one point, she grabbed Applejack's hooves and they spun around in a circle until they were both dizzy. AJ looked like she was going to be sick, but the pink party mare seemed unaffected and continued to shout and cheer over the music.

Rarity and Applejack finally convinced Pinkie to have a short break, and the group walked over to a table that had assorted drinks, but most notably a punch fountain that in this light, looked like a cascade of blood. It was Pinkie's own recipe, so obviously Rarity had to test the concoction with a tentative sip first to make sure no hot sauce was included. After she was satisfied that her delicate pallet would not be harmed, she downed the first cup quickly. They were all a bit thirstier than they realized.

In the downtime, AJ and Pinkie took turns talking about certain details of the party and the whole farm in general; explaining how difficult it was to set up certain booths or attractions, and what minor things went wrong in the development phase.

"Yah it took some coaxin' on mah part to get Big Macintosh to get on board with the whole 'haunted hay ride' setup. He's a good worker, but he ain't much for fancy actin' and storytellin'," Applejack explained.

"Oh, I'm sure it was a struggle. How did you ever get him to agree to it?" Rarity asked.

"Nothin' too elaborate – Ah helped him out with some of his chores 'round the farm. I also told 'em he wouldn't need'ta talk much, which he seemed to like."

"I'm glad he did it! He's doing a super duper great job!" Pinkie Pie exclaimed, downing her twelfth cup of punch. "I'll have to remember to give him a big h-"

Suddenly, the music shut off. Every pony glanced around curiously, uncertain of why the song stopped in the middle. The lights still flashed overhead, creating an organic, soundless beat.

"Uh, who turned off the music?" a pony named Roseluck asked; the first one to break the silence.

Rarity turned to Pinkie Pie. "Is this part of the party?"

Pinkie was glancing around, appearing just as confused as everypony else. "Nope! It might be a problem with the music player. Easy peasy, I'll just go check-"

Fuumm… The lights went out. The barn was suspending in perfect darkness, expect in certain areas of the ceiling where moonlight filtered through the cracks in the planks. Nervous chatter spread throughout the crowd, and most of the little fillies shrieked and bolted out of the barn. It didn't install any panic; the little ones were obviously just scared of the dark.

"Alright everypony," AJ shouted, trying to calm the crowd down, "We're experiencing some technomological difficulties. If everypony would just stay calm until we get the lights back up, then we can continue the party."

That pacified the crowd… for about ten seconds.

Although it was pitch dark, everypony could feel something strange enter the room. Rarity felt it on her skin; a light moisture that held the consistency of steam though not as damp. She realized that the room was filling up with slow-moving fog.

"A-Applejack, I have a bad feeling about this…" Rarity whispered, scooting closer to her friends.

A sudden scream echoed in the room; it obviously wasn't a little filly. This scream was one of pure terror.

"There! Up in the rafters!" a colt yelled.

Applejack, Rarity, and Pinkie Pie all caught their breath as a pair of huge, menacing red eyes was staring down at them.

Chapter 3 - Twilight and Spike

"So girls, how's about we head over to the barn? We got one hay of a party goin' on in there!" Applejack gestured.

Twilight nodded in agreement. "Sounds good, Applejack! Let's-"she was interrupted by Spike pulling on her leg. She gave him a questionable stare and bent down as he motioned for her.

"Come on Twilight," he whispered anxiously, "I've been dying to go on the haunted hay ride! I don't want to go to some silly dance party."

Twilight paused before speaking. "…Be that as it may, it's probably not just some 'silly dance party'. I mean we're talking about Pinkie Pie here, Spike! If anypony knows how to throw a good party, it's her."

"Jeez, I know I know, I wasn't saying anything bad about it. I'm asking as a friend and as a number one assistant – can we pleeaasseee go on the hayride first? We can meet up with them after. Come on, it'll be over before you know it!"

Twilight decided to indulge the baby dragon. "Okay, fine. But I don't want to hear any complaining later when we're in the barn."

"Deal." They shook on it. Twilight turned back to her friends, who were giving her inquiring glances.

Twilight didn't want to split up from her friends, but she promised Spike. "You girls go ahead; Spike and I will catch up. We're going to ride the haunted hay ride first, if that's okay?"

"Of course it's fine darling," said Rarity lightly. "You two go have fun, you know where to find us~!"

"Alright! Let's go let's go let's go!" Spike chanted, pulling Twilight in the direction of where the line started.

Twilight hurriedly tried to get in a few last words before Spike ushered her too far. "Uh, bye everypony! See you in a bit." Out of the corner her eye, she saw her friends waving goodbye as she was pushed further and further away. "Easy there, Spike. It'll still be there in two minutes; we don't have to rush over."

That didn't help at all. Spike was still pulling her forward as if she couldn't walk on her own. "Well what if we get there and it turns out we just missed it? We'll have to wait even longer to get on!"

The path through the apple trees was a small dirt walkway, mean to be traveled by the workers and their carts as they picked apples. Today, it was the spookiest street on the block, leading Twilight and Spike through a narrow road of cobwebs and balloons. The farmland smell did well to compliment the evening's aura. If Twilight closed her eyes, she could imagine when she was once a little filly, how she would fantasize the different legends of this mythological season. Of course, she never encountered this Hallowvale Spirit in any of her books. Still, the mixed fragrance of the night could only be described in one way – it simply smelled like Halloween.

Not many ponies opted to ride the hay ride first. By the number of ponies on the path with them, most seemed too entrapped by the mysterious costume party or the loud Halloween games. The few that made it to the other end of the dirt path were rewarded with a pleasant sight – the line for the attraction wasn't long at all. In fact, Spike thought, if they hurried, they could get on to the very next load!

The line itself was marked by – who would've guessed it – hay bales. For a moment Twilight wondered how the Apple Family managed to obtain so much hay when they were an apple farm, but she decided not to dwell on it for her own sake. There were already a few ponies in line, but the line looked short enough where Twilight and Spike would be able to get on the next tractor. Finally taking their place in line, they sat down and began to speculate.

"Where do you think the tractor will go Twilight?" asked Spike giddily, fidgeting his hands.

Twilight took a moment to work out the direction and curve of the tractor path. "Well it seems to me that it goes on through the apple trees for a while, though I wouldn't be surprised if it dipped shallowly into the Everfree Forest."

Spike grew apprehensive. "Whoa, do you really think we'd go into the Everfree Forest?"

Twilight shrugged. "It's possible. I mean, the edges of the forest would seem like an ideal place to build up the right amount of fright while still keeping away from the deep forest where the creatures lay. And based on the trajectory and curvature of the road, it seems more than likely."

"Hmm…" Spike pondered. "I'm not sure how I feel about that…"

"What, getting scared? Because we can turn back if you-"

"NO!" Spike shouted louder than he meant to. "Uh, I mean," he caught himself and quieted down, "I still want to do this. I am pretty fearless after all."

Twilight couldn't help but giggle. Although Spike wasn't as much of a scaredy pony like Fluttershy was, he was far from fearless. She chose to let it slide so he could keep his pride.

The moon, the smart mare noted, was now at a 45 degree angle to the ground and casted dull shadows around them. The position of the moon put the time at around 9:00 PM. A small wisp of cloud crossed in front of the moon. The small array of water molecules in the cloud infracted the light given by the moon, distorting the color slightly. From where she was sitting, the moonlight looked almost purple. It was interesting, but she thought nothing of it.

The purple unicorn decided to move the conversation along. "So now it's your turn to use your deductive reasoning," Twilight encouraged. "What do you think we're going to see on the ride?"

Spike put his claw to his chin. "Hmm… Well it's Halloween, so I'm sure we'll see a bunch of pumpkins... maybe a fake ghost or two. I wonder if they're going to have anypony dressed in costumes out there to try and scare us."

Twilight hadn't considered that. She wondered if Applejack and Pinkie Pie really put in that much work. To have ponies lying wait in the woods seemed almost silly, even impractical. What a terrible job it must be, she thought, to have to stand in a single spot in a forest for hours on end, waiting for the tractor to come into view. She concluded that it was illogical and was as arbitrary as the Hallowvale Spirit itself.

"We'll see."

"Hey look, the tractor's coming!" A pony at the front of line shouted. Cheers rang out from those in line, including Spike whose nervous tension shed from him like it was never there. As the tractor grew nearer, the ponies from the last trip chattered excitedly, discussing what just happened.

"Oh my goodness, that was excellent!" shouted a filly, returned by cheers of agreement from her friends. Big Macintosh turned his head from where he sat on the tractor, glancing at the group out of the group of young ones.

"Eeyup."

The tractor came to a stop a few feet away from the start of the line. Big Macintosh jumped down off the tractor and unhitched one of the railings on the passenger cart. He then pulled up some crude, wooden steps that allowed the ponies to step down from the ride safely. "Hope y'all had a good time. Enjoy the rest of your night," Big Macintosh waved the last group away as the eagerly disappeared into the apple trees heading back towards the main area. Finally, the red colt could pay attention to his new guests.

"Evenin' everypony. If y'all don't know me, mah name's Big Macintosh, though you can just call me Macintosh. Ah'm here to make sure ya don't go fallin' out of the tractor while Ah drive, so let's go over some basic safety…"

Over the next minute or so, Macintosh explained the do's and don'ts to riding in the tractor. It was all common sense really: sitting down = good, jumping out and sprinting into the woods = bad. Keen as always, Twilight listened with interest just in case they would be tested for their listening skills after he was done. They weren't.

"Alright everypony, so we're clear?" Nods and simple answers confirmed that they were ready and eager to depart. "Okay everypony, into the carriage and find ah seat."

Twilight had to hold Spike from cutting in line; he was too impatient for his own good. They finally were able to hop on board. The soft hay underneath them crunched quietly. A pang of environmental consciousness tweaked at Twilight while she thought of how much potential food (the hay) was wasted today.

The two took their seats and waited patiently for the ride to fill up. When Macintosh replaced the hand railing, there were a total of 10 ponies onboard, including Spike.

"Hold on." Macintosh warned as he flipped on the engine, which came alive with demonic vengeance. It growled as if it was trying to escape the very hood that encased it. Luckily no such event occurred, and the caravan lurched forward without a problem, keeping a slow, steady speed. Excited chatter filled the carriage as the cool breeze wafted past them all, rustling manes and disrupting costumes. The farther they went, the denser the apples trees around them became. Some of them grew so tall that they towered above the tractor, their branches silhouetted by the moon.

Twilight noticed a single strand of cobweb overhead, flying carelessly in the breeze. Moments later she saw two, then four, then ten. Soon she couldn't count as the canopy above them became thick with cobwebs. All ponies on board looked up in amazement, and huddled down in slight fear, hoping that the spiders weren't home. Twilight of course knew the webs were fake, but it was fun to pretend.

They came upon a mock-cemetery on the right-hoof side. Freshly filled graves with ominous tombstones left foreboding messages scribbled across them. There were even a few shallow graves that had yet to be filled.

Whoosh! Ponies gasped in fear as something swooped down from overhead. It was even enough to startle Twilight and Spike, whose hearts were pounding out of their chests. There were able to catch a glimpse of the fake bat on a wire before it disappeared into the other side of the trees.

"Scared yet Spike?" Twilight tried to make it sound teasing, and not let her own fear leak into her voice.

"M-me? No, of course not! You know me better than that…" responded Spike, whose shaking gave his bluff away.

Further they went down the path, until they finally entered the forest, just like Twilight predicted. The moonlit above was replaced with dark canopy or tree tops, darkening the entire landscape around them. The only source of light came from lanterns that hung on the tractor near Macintosh, and on the very back of the carriage. To even be skin-deep inside the Everfree forest at night was enough to send chills down anypony's spine.

Orange eyes stared intimidatingly from random places inside the forest. From the cart, Twilight could actually make out the shape of a pumpkin. It was a very clever trick to place the jack-o-lanterns where they were; you could barely tell they were pumpkins at all.

Every now and again, everypony would grow tense as they thought they heard a bush shake, or a twig snap. With hunter-keen senses, they all kept their ears perked. Spike kept his eyes peeled; as a dragon, he by far had the best vision, and could see greater distances at night. Some of the littler ones chattered anxiously, wondering what would happen next.

Around a bend, they found a small shack with a campfire outside it. It seemed abandoned, and it big, red painted letters were the words "run while you can". Twilight thought it was a bit cheesy, and even more so contradictory after what Macintosh said about saying inside the moving carriage. It still managed to work on Spike by the looks of it; he was eyeing the warning warily, glancing back the way they had come.

"BOO!" A filly on board shouted, nearly giving everypony heart attacks. It wouldn't had been so bad if everypony wasn't so wound up with nervous tension, but now even a simple loud noise could make them jump. The filly and her friend laughed at the others' expense. Twilight recognized them from Cheerilee's class – Silverspoon and Diamond Tiara.

After everypony got their breathing back down to manageable level, they once again resumed their search for the scary. Every once in a while, they'd pass a new, simple outpost that would catch their attention: a small building, a graveyard, signs, pumpkin patches. Once they were distracted with what was in front of them, some clever would swoop down or surprise them from the other side that would spook them all. Twilight soon found a pattern where she could predict when and where something would happen, decreasing her own fear of the unknown.

"Now that I think about it, this is actually kind of fun…" Twilight allowed herself to think. A quick glance down to Spike showed that he too was getting used to it, and allowed himself to smile and chuckle.

Tap tap tap. Twilight hesitated. What was that? It kind of sounded like a twig tapping against the side of the cart. Twilight looked down and nothing was there, just the dirt and gravel that they traveled on. The purple mare shrugged it off, thinking she must have imagined it.

Tap tap tap. She shot a look down, but again, nothing was there. She narrowed her eyes suspiciously, keeping her stare towards the side. After several seconds of nothing, Twilight was beginning to think she was going crazy hearing sounds.

"Twilight? What are you looking at?" asked Spike.

Twilight turned to face him, embarrassed that she was caught staring at empty space while she should have been enjoying the ride.

"Oh, nothing Spike. I just thought I heard-"

Tap tap tap. This time she was ready, snapping her head in the direction in less than a quarter of a second. What she saw gripped her heart in terror.

The edge of a dark tendril retreated into a nearby bush.

For several seconds, Twilight couldn't move or speak. Her mind was going haywire trying to comprehend what she just saw. Could it be an animal? No, it moved too fast. Could it be a part of the ride? Possibly, but it still wouldn't explain what it is or how it moved so fast. Besides, she could've sworn Macintosh said nothing would try and touch the-

Thud!

A loud thud came from the other side of the carriage, and it hit it with enough force to send it rocking. Everypony on board froze with fear, and a few let out short screams before covering their mouths.

Macintosh looked back warily, and it was at that look when Twilight realized this wasn't supposed to be happening. Protectively, Twilight pulled Spike closer to her as an eerie, deep rumble came from the darkness.

It almost sounded like a laugh…

Chapter 4 - Come Out Come Out Where Ever You Are

The entire scene was pure chaos. Most ponies didn't know whether the scaring was a purposeful prank or the actual Spirit of the Hallowvale, but they didn't want to take their chances. They scurried off away from the farm to seek the safety of their homes, the nightmarish events proved to be too much fright for one night. Some ponies remained; mostly it was the braver or curious ones, or the ones who believed it was some prank.

Rainbow Dash and Fluttershy had taken to the skies soon after their brush with the supernatural. It took some coaxing from Rainbow, but Fluttershy eventually saw reason and flew through the fear that nearly dominated her every muscle. She had to unzip the back portion of her bunny costume so that her wings could escape.

Looking down, the two friends witnessed the scattered pandemonium of the party below. The ponies who remained stuck together in groups in the common ground, waiting for some form of announcement. Some of the braver ponies were helping find the source of what had happened, most notably Pinkie Pie, Applejack, and Rarity, who Dash and Fluttershy saw walking around the barn. They both flew down, eager to be reunited with their friends.

"Holy cow, I'm so happy that you guys are alright!" Rainbow Dash exclaimed. Both she and Fluttershy landed next to the three other friends, not yet noticing the absence of a certain purple unicorn and her dragon.

"RD! Boy howdy, are you and Fluttershy okay?" asked Applejack.

"Ya, but Flutts is a little shaken up. Some weird stuff went down over in the field."

Rarity and Pinkie Pie walked over to either side of Fluttershy and comforted her. Now that she had landed, and the full realization of what just happened settled in, the petrified pegasus was shaking more than ever in a fetal position on the ground. Pinkie nuzzled the frightened mare while Rarity stroked her mane motherly. While they set out to make Fluttershy normal again, Rainbow Dash pulled Applejack aside.

"What the hay is going on?" Rainbow Dash whispered. "If this is some prank…"

Applejack scowled. "What!? Ya think that Ah'd ruin my own party?"

Rainbow put a hoof up defensively. "Alright, alright, I was just making sure…" There was an awkward pause, "…So what're we gonna do?"

"Ah don't know," sighed Applejack, hopelessness slowly creeping into the tone of her voice, "Ah just can't believe this happened. So much for having ah successful party, huh? So much work…" She shook her head clear. "But that's not important now. We gotta make sure everypony's safe. Ah sure do wish Twilight was here… She'd know what to do."

Rainbow's eyes widened as she looked around, finally noticing the absenteeism of her purple friends. "Oh colt, where are they?"

"They…went off to ride the hay ride…" Applejack's eyes widened in terror. "RD, what if something happened to them?"

The rainbow pegasus didn't even want to think about the possibility of something happening to Twilight and Spike. "I gotta go get them!"

Into the sky, Rainbow flew as fast as she could in the direction of the haunted hay ride. Although it was a short distance comparatively, her pestilent thoughts of 'please be okay, please be okay, please be okay' made it feel twice as long. Flying just high enough over the apple trees gave her the perfect view of the path below. It was completely empty, to Rainbow Dash's worry. She had hoped that Twilight and Spike would make it easy for her and they'd be on the path heading back to Haunted Apple Acres.

No such luck, so Dash flew on. Finally she came to the end of the path and landed with a hard thud, jarring he legs and sent her teeth chattering. She easily shook it off though; she was far more eager to find her friends.

"Twilight? Spike?" she called out. The barren lot made an ominous pit grow in her stomach. The tire tracks on the ground were a clear indication that the tractor was off doing its tour into the forest. She wondered if they maybe ran into any complications on the way. She was about to rush off in the direction when in the distance, she saw something that made her heart flutter lightly.

Oh thank Celestia, Dash thought as she saw the tractor coming in the distance. She quickly flew over to her and silently cheered when she saw Twilight and Spike inside, both looking a bit worse for ware, but unharmed. She couldn't contain her happiness, and she flew down and embraced both of them.

"Oh my gosh oh my gosh oh my gosh… You have no idea how happy I am to see you're both okay," Rainbow said, clutching them tightly.

Twilight and Spike were still a bit jumpy and shell-shocked, but they returned her hug. Finally, Twilight got her bearings. "Rainbow, what's wrong? Is bad stuff happening all over the farm too?"

Rainbow Dash nodded. "What happened here?"

Spike and Twilight shared an uneasy glance, partly unwillingly to relive it. "There…there was something following us in the woods…" Twilight trailed off, unable to say more.

Rainbow looked at her two friends apologetically. "Fluttershy and I were at the game field when weird stuff started happening. Entire booths and games started flying up in the air. Then this creepy fog rolled in and this voice….this voice said…" she too trailed off, unable to finish the thought. "B-but anyway, something weird also happened in the barn, though I'm not sure what. Whatever it was, it managed to scare off almost everypony who was at the party."

Twilight mind was working in overdrive. If only she could get back to her library; she was sure she could find some book or spell that would help in this situation. It was obvious though that she didn't have enough time to head all the way back to her house, so they all had to think on their hooves.

"Macintosh, make sure everypony gets back safely, okay?" Twilight called up just as the tractor came to a halt at the spot they began.

"Eeyup."

Twilight nodded. "Okay, there's no time to lose." In one swift motion, she jumped down from the cart following up Spike who landed on her back. Dash hovered above her. Together they sprinted off down the path, racing towards the barn like somepony's life was at stake. For all they knew it was a very real, grim possibility.

Finally they made it back to the point where Dash departed near the barn, with an obvious change – their friends were gone.

"I don't understand it… they were right here," Rainbow Dash said with a confused inflection.

"Rainbow? Is that you?" called a familiar voice. Rarity head peaked around the corner on the other side of the barn. "Oh there you are! I'm so relieved to see you all unharmed." She rushed over and gave both Spike and Twilight a hug.

"Uh, Rarity? What were you doing behind the barn?" Rainbow asked.

"Pinkie Pie found something. Here, come look."

They followed Rarity behind the barn where the rest of the group was. Fluttershy appeared to be doing much better than last time Rainbow say her. She was now on her feet and only slightly shaking. They all looked relieved when they rounded the corner and saw Spike and Twilight join the group. After making sure everypony was alright, Twilight got down to business.

"Okay everypony, it's obvious that something really strange is happening here on the farm, and it's our job to find out what. First of all… why are we back here?"

Pinkie walked over to Twilight with something in her mouth. "I fwond swumfing in da grass," she mumbled through the object, eventually laying it down at Twilight's feet. She was about to glance down for a closer look when Applejack called for her attention.

"Hey everypony," AJ called for a few feet away, "Looky here; these are the wires that hooked up the lights and sound system." The group walked over to see the exposed wires running underground, monetarily lifting above ground to fit through two holes in the barn. The wires were cleaned cut.

"Well at least we know how the spirit turned off our power," AJ commented.

Twilight shook her head. "But that doesn't make sense…" she went and retrieved the object and showed it to everypony. It was a small pair of scissors. "Tell me, why would a spirit need help cutting through the wires? Seems a little suspicious if you ask me."

The group shared curious glances as Fluttershy stepped forward hopefully. "D-does this mean we're not going to be eaten?"

Twilight put a supportive hoof on the pegasus's shoulder. "Of course not Fluttershy. But this requires some investigation." The group leaned in to hear Twilight's plan.

"Applejack, why don't you, Rarity, and Pinkie take another look through the barn to see if you can find anything. Fluttershy, Rainbow Dash, Spike and I will go back to the field and do the same."

They all nodded, though Fluttershy was a bit hesitant. Rarity noticed and walked over to her. "Are you going to be okay, sweetie?"

Futtershy gulped, and then nodded in response. "As long as I'm with somepony, I think I'll be okay."

After a few short, parting words, the two teams split up. Twilight led Fluttershy, Rainbow Dash, and Spike towards the field while AJ led Rarity and Pinkie towards the barn. During the short walk to the area, Rainbow Dash and Fluttershy filled her in on the specific details of what went down. While she listened silently, she began forming ideas on what might have actually occurred. To her, the event sounded more magical than supernatural. Finally, the breached the first layer of stalls, which had been abandoned. A few ponies still walked the grounds, but for the most part the girls – and Spike – were alone.

"It was those stalls over there," Rainbow Dash gestured towards a few damaged pavilions. "I don't know how it all happened so fast…"

Twilight approached one of the stalls. It was made of cheap wood that sprung back slightly when she knocked on it. It should be light enough to…

Focusing her magic, she used a simple levitation spell to raise it a few feet in the air to proof to herself how easy it was. "Like this?" she asked.

Rainbow was hesitant to reply, so Fluttershy cut in. "Well, um… yah b-but there were a lot more of then floating around. Not to mention the fog that managed to roll in at the same time. And that voice…"

Twilight needed more specific details. "How many stalls floated? Think girls – it could be the difference between magic and supernatural." Although Twilight was certain that lifting one could be easily done, she admitted that at a certain point, even she wouldn't be able to lift them all, let alone call up fog at the same time. She didn't want to sound pompous, but if she couldn't do it, then it was likely that no pony in Ponyville could have.

After a short moment of indecision, both Rainbow and Fluttershy came to a verdict. "Uh, we think like eight floated," Rainbow answered.

Eight stalls. That was really pushing it; Twilight didn't know how long she'd be able to maintain eight stalls simultaneously. It could be done… but it would require great focus, not to mention a talented unicorn. She began to lose hope that it was feasible for it to have occurred by magic.

The thought worried her. If it wasn't magic, what else could possibly have done it? She didn't want to give validity to the Spirit of the Hallowvale, but a cold chill crept up her spine as the possibility became more real. Still, she didn't want to frighten Fluttershy or Dash, so she gave it a shot anyway.

"Okay, I'm going to attempt to re-create the scene," Twilight informed the group. She closed her eyes and focused her mind. Through her horn, she sent out the invisible tendrils of magic to lift the structures. Right as she got a firm grasp on them, she felt something she didn't expect. Twilight had no idea what it was; usually when viewing stuff with magic, nothing was hidden. The magic could go anywhere and through anything. This was different for this one area however; it was impenetrable, as if the spot didn't actually exist. It was quite ingenious… the magic would touch one side and come out the other. Any lesser magician wouldn't have noticed it because of how subtle a change it was, but Twilight felt it. After scrambling her mind, she suddenly came to the best possible explanation.

"Somepony has a shielding spell up," Twilight informed her friends. Both of them glanced at her curiously.

"Umm… not to be rude but… what?" Fluttershy asked.

"Ya, what do you mean shielding spell? What does it do?" Rainbow added.

"A shielding spell," Twilight described as if it was a lecture, "is a rather complex form of magic that is specifically design to hide something. Honestly it could be a shield from anything… sound, sight, smell, even magic."

It took a few seconds to sink in. "So what you're saying is… something's invisible, and you can find it?" Rainbow asked.

"I… I don't know. Maybe," Twilight shrugged.

"Well give it a shot then!" Rainbow asked excitedly. Fluttershy seemed a bit more apprehensive, but kept silent.

In all of her experience, Twilight never once ever attempted to pinpoint the location of a spell. She didn't even know if it was possible, but it was worth as shot. Using her invisible magic wisps as sort of a sonar device, she soon began walking in the general direction of the disturbance.

Rainbow Dash and Fluttershy followed close behind, keeping quiet for fear that they'd ruin her concentration. They both eyed their surroundings suspiciously, knowing that there could be something hidden anywhere. Rainbow noticed that Twilight was walking towards the picnic area that she found Fluttershy in after she scared her. They entered the ground, and with an eerie wind blowing, stopped.

"This is where I can't see through with magic," Twilight whispered.

Fluttershy kicked the dirt underneath her nervously. "Well, umm… d-do you think there's something here?"

"There's only one way to find out." Twilight knew it was going to be hard, but the only option was to disassemble the shield spell, something that required her magic to be stronger than the original caster's. She closed her eyes and began to work.

Motionless she stood for several minutes. On the surface, her face was expressionless and nothing could be revealed from her body language. Spike looked on worriedly, pacing back and forth. The two mares sat on one of the benches that littered the area. Their curious stares did not give justice to the furious mental battle that Twilight was enduring.

Her brain started to hurt as she attempted over and over again to hammer away at the wall, looking for any sign of degradation or weakness. She couldn't believe how powerful the wall was; it was obviously done by a professional. It only made her more determined to see what was so important to hide.

Finally, with an audible pop, the illusion shattered.

Twilight collapsed to the ground, surprised by the shear amount of energy it took from her. The toll was heavy, and Spike needed to help her get back up onto her hooves.

"Twilight! Are you okay?" he asked worriedly.

"I'm…fine Spike. Just a little tired…" she reassured him.

"Oh, my…" Fluttershy whispered.

Twilight finally looked forward to see her handiwork. What she saw raised more questions than they answered. She had expected to find maybe a small box, or some strange contraption. Defying all odds, before then was a light blue, plush tent. A lantern inside flickered shadows across the thin fabric, giving shape to a pony inside.

Rainbow was the first to move, eager to get some form of revenge from the pony that nearly scared Fluttershy to death. "Alright, I don't know who you think you are, but you can't just come into my town, and expect to get away with something like this!" she shouted. The figure inside the tent froze, the silhouetted head slowly turned towards the door to the tent, which remained closed. They all heard a scowl come from inside, followed by a familiar voice.

"You foalish ponies!" the voice protested, the figure then bravely pushed past the entrance and into the full light of the glaring moon.

Everypony gasped.

"Trixie? Is that you!?" Twilight was dumbfounded.

Indeed it was; standing just as confidently and arrogantly as she did when she first entered the town months before was the light blue magical mare, cape and hat still worn like medals of honor.

"Yes, it is I, the Great and Powerful Trixie. And you all, of course, found a way to be a pain in my side once again!"

Twilight couldn't comprehend it. "It…it was you? YOU scared everypony off? But…why?"

"WHY!?" She asked, genuinely surprised. "Isn't it obviously? This town, this retched place, is the only reason my reputation has fallen so low. Do you know how hard it's been to find any town that gives me credibility after YOU stole my rightful thunder?"

"Trixie, I didn't steal your thunder. I had to protect the town from the Ursa Minor!"

"Semantics!" Trixie waved it off. "Fool the others if you wish, Twilight Sparkle, but you cannot fool the Great and Powerful Trixie, in all her beauty and wisdom."

Rainbow Dash was seething mad. "Oh, I've been waiting to do this for a long time." She started to take off to Trixie in a run, but Twilight stopped her with magic.

"No, she's not worth it," Twilight said. Dash still struggled against the magic momentarily, but eventually she sighed and nodded. The purple unicorn released the magical hold.

In the distance, Twilight saw her other friends that were scouting the barn walking over to her. "Twilight!" Rarity Applejack called. "We weren't able t'find nothin' in the barn. Did ya have any more luck?" She didn't need an answer, for in the next instant, the three of them saw Trixie. Their jaws dropped in amazement.

"What is she doing here?" Rarity asked.

"Behold the Great and Powerful Spirit of the Hallowvale," Rainbow Dash introduced with disrespect etched in her voice. Trixie was fuming by this point, but kept her silence.

"There's still a way this can work out for you Trixie." Twilight offered quietly.

Trixie perked up an eyebrow. "Oh really? And how exactly is that?" The whole group was leaned in, interested in what plan Twilight was formulating.

"You have a chance at redemption here. If the ponies of this town forgive you, it might help you regain some of your lost credibility. First we need to go to the mayor, and you need to tell her what you've done."

Trixie scoffed at the idea. "Turn myself in? What do I look like, a moron?"

"Second," Twilight continued, choosing to ignore Trixie, "You give a public apology to everypony you scared last night. It's your choice really; tonight could either be seen as the failed revenge plot of a bitter pony, or the best prank every pulled on Halloween. It's up to decide which it is."

Awkward silence crept up onto the entire group. The gentle wind stirred the small layer of dust and dirt that caked the ground. "If," Trixie started with deliberate authority, "I go along with this 'public apology'… what would I have to do?"

Twilight sighed in relief at the notion that Trixie was going to be cooperative. "Well first you should say sorry to the mares and colts running the stalls. They were quite frightened and you nearly hurt them."

"An unintended side-effect, but very well."

Twilight continued. "Also you need to apologize to those who you scared in the barn with your red light tricks. They need to be informed that it was all in good fun, and nopony got harmed."

Trixie sighed, sounding almost bored. "Fine, if Trixie must."

"Finally you need to apologize to the passengers of the haunted hay ride. You really scared everypony, and you were out of line going as far as to touch-"

"What?" Trixie interrupted. "What are you talking about?"

Twilight hesitated, confused by the response. "Uhh… The haunted hay ride. You used your magic to scare us."

Trixie gave a dry laugh. "Honestly Twilight, they call you smart? You know very well that even Trixie, in all her magical prowess, could not hope to perform such magic over that distance."

Everything was still. Twilight's heartbeat skyrocketed, as the fear returned to her heart. "If it wasn't you… then was following us in the woods?"

Everypony looked around questionably, doubt and fear creeping into their demeanors. The air around them suddenly picked up with a mild gust that rustled the leaves and dirt at their hooves. It blew past them with untamed velocity; the ominous question remained unanswered as the moon's position above them signaled midnight, and the gust of wind died down to nothing more than fearful stillness.