The Benevolent Reign Of Queen Nightmare Rarity

by Alex Warlorn

Rating: teen
Tags: Spike, Nightmare Rarity, Rarity, Adventure, Derpy Hooves, Princess Luna, My Little Pony: Friendship is Magic, Alternate Universe, Sad
Length: 18689

Rarity has absorbed the Nightmare Forces instead of being possessed by them and shared her new power with Spike, now how does she convince Ponyville and Equestria and the Princesses she's not trying to conquer the world and just wants to help?

Well, the Nightmare Forces kidnapped Rarity, they broke her, and then were going to possess her right? What if Rarity absorbed them instead? She's still a powerful Nightmare, she looks even more beautiful than she did as a flesh and blood pony, and she just wants to give gifts, spread generosity, and help Equestria's ponies. But first she needs to convince everypony she's not just pretending to be Rarity and isn't evil incarnate. She's convinced Spike . . . now how does she convince the rest of the world?

The Benevolent Reign Of Queen Nightmare Rarity
STORY BY Alex Warlorn and trooper924
Inspired by and SUBVERSION of the Nightmare Arc of the My Little Pony comics.
And fanart by Hellbeholder, used with permission. http://hellbeholder.deviantart.com/art/Nightmare-Rarity-and-her-Spike-404955331

This started out as a simple RP in the comments section inspired by the art seen here.

This story has ZILCH to do with the Pony POV Series universe.

MLP FiM Copyright Hasbro

Published 2014-06-25 12:40:04 UTC
Last updated 2014-06-25 12:40:04 UTC

Become One With the Stars And Accept Her Gift

The Nightmare Queen known as Rarity, and her dragon, Spike, overlooked Ponyville, the nightmarified Moon Tribe surrounding the town.

"See Spikey Wickey? This isn't so bad. I knew you'd come over once I recognized your gift. I don't know what my new subjects were expecting, but now as the queen of Nightmares, I'll create the most beautiful night the world has ever seen that'll make even Princess Luna's look secondary," said Nightmare Rarity, next to the now fully grown and Nightmare Forces empowered Spike.

She was going to have to come up with something nicer to call herself if she wanted to rule by consent of all of Equestria.

The giant dragon rumbled. "Yes, but tell me one thing, Rarity--we're going to be equals, right? When I sided with you, I swore that I would never be anypony's slave again. Like I was with Twilight. So, are we?"

"If that is what you wish my Spikey Wickey, though I wouldn't go so far as calling you Twilight's slave."

"No, I didn't think you would, but it doesn't matter now. Nothing matters now except that I'm with you. With you and free."
"Well, what's on the list so far? Infect our other five friends with The Darkness, achieve group Alicornhood, make Sweetie Belle the cutest Nightmare Princess ever, invest in mushroom farming, anything I'm forgetting before we get started?"

"Yes," said Spike, turning to face the dragon lands. "Every wild dragon must be banished to Tartarus."

"Now on the list," replied Rarity.

Nightmare Rarity raised a megaphone and called out to the town below, "Attention Ponyville! Do not be alarmed! After you've been infected by The Darkness, you'll wonder how you got along without it." She gestured at her bodyguard. "Why, just look at Spike. Ever since he got infected, his life has been better than ever! Isn't that right, Spike?"

Spike was busy pummeling around the same dragon that had before taken roost on the mountain overlooking Ponyville. Well, that was unexpected.

Spike turned to look at her, "What?"

Nightmare Rarity coughed. "A truly magnificent specimen."

Rarity then commanded in a powerful dark voice, "Attention my dark minions; BRING ME SWEETIE BELLE."

-Nearby-

Sweetie whispered, "Uh oh."

Apple Bloom patted her on the back, "Don't worry, Sweetie; Scootaloo an' me got a plan..."
Rarity's voice shouted with the megaphone, "I'm sure there's a 'princess royal of the new nightmare kingdom' cutie mark in it for you Sweetie!"

Sweetie squeaked, "You guys better hurry, I think she's starting to get impatient!"

Apple Bloom rummaged through a tool shed with Scootaloo. "Now, Ah know Ah saw it here earlier, where in Equestria is that--?"

Scootaloo shouted. "Found it!"

Scootaloo emerged carrying a can of black paint in her mouth.

+++

Rarity said "So I figured, Spikey-Wickey, after I've ascended and become a true goddess and gotten a pair of wings, there are some grottos in Equestria that seriously need generosity that just isn't being given. My redistribution of wealth plan I'm sure is going to win me plenty of supporters. They'll whinny for their new dark goddess in no time. Well, now that I've assimilated Princess Luna's chaff instead of the other way around, I'm certain Alicornification comes down to simply the right ceremony and proper state of mind. I really want Sweetie Belle to be first after you dear to be given my Gift of Darkness, but I don't want to hold up EVERYTHING for her...hmmm...Maybe I should have simply given the Gift Of Darkness to our friends first instead of coming to Ponyville first, and LET THAT DRAGON GO ALREADY SPIKE!"

Spike Dropped the unconscious dragon to the ground. "Just sendin' a message. I don't know about all that redistribution stuff, but I read in a book once that a good leader should be both loved and feared. So you can handle winning over their love and I'll put the fear into anypony who tries to stir up trouble."

"Spike dear we still have a kingdom to establish, I'm just thinking long term! I'll keep your advice in mind though dear. We have an entire army of nightmarified Moon Tribe ponies, but if I can get ponies to embrace me WILLINGLY, Celestia and Luna will NEVER fight back. That was the whole reason I told my new subjects to hold back, when we encountered our friends on the moon. I think they're still in shock that I absorbed Luna's darkside instead of it absorbing me. The point is Spike, I need to get the ponies to see me as a miracle maker instead of the new foal gobbler of Nightmare Night. I've given you what YOU'VE always desired, and now you embrace the darkness utterly. I just need to do it on a grander scale with some proof that I'm not selling snake oil."

"Don't underestimate the princesses. Even if you do manage to turn everypony to your side, they probably already have a contingency plan in place to make it all fall apart. We should focus on taking them out before we start on any reforms."

"Spiiiike, Celestia and Luna are perfectly reasonable ponies. It wouldn't look good if I went destroying them, you said it yourself, fear AND love my lovely. I believe I read that same book, and it included that above everything you had to avoid being HATED or ponies would defy you just to spite you regardless of the consequences. If I ended the sun and moon, then all of Equestria would rather die than accept me as their new ruler... Tell me Spike, in your advice, what ponies in Ponyville should I share my gift with first to show that it's something to be welcomed rather than rejected?"

"Sorry, just trying to be pragmatic...and besides there are gonna be some ponies who'll support Celestia even if you gave 'em the sun, the moon, and the stars. Just try to keep that in mind, please. And as for your question, um, hmm." He scratched his chin. "Don't know really. Maybe do something really nice for somepony in town. Somepony that everypony knows and trusts..."

A grey, cross-eyed pegasus quickly flew by.
Nightmare Rarity smiled. "Spike, thank you so much for your advice. Now let's put my recruitment methods to the test." Nightmare Rarity turned into a whirlwind of black smoke. And the smoke flew towards Derpy Hooves, and quickly engulfed her.

The smoke entered Derpy's ears, mouth, nose, and eyes.

"Derpy Hooves, please forgive me for letting myself in." Derpy heard Rarity in her head. "But since my sister is being so nervous, I need somepony to show Ponyville that their new ruler comes bearing gifts. And seeing you, I realized you would be perfect to help Ponyville see that."

"R-Rarity, w-what-"

"Shuuuuuuuuush, it's alright dear. Everything is just fine. Don't worry yourself. I'm not going to make you do anything you don't want to. I'm just going to help you make an informed decision. I'm just taking a little look see at what you truly want...tell me, 'Ditzy Doo' do you enjoy having such special eyes? Or do you feel all they do is stigmatize you? Your klutziness, your body not doing what you wish it to... I know how smart you really are, but when you speak all that comes out is mismatched words as your mouth won't do what you wish it to, and ponies think you're brain damaged. Do you enjoy when this rubs off on Dinky and they think she's 'retarded' too? When ponies think you're in no condition to take care of her? When they think you shouldn't be mailmare and spread the urban legend that anything you deliver ends up in the wrong place or destroyed? That Dinky can't join you in the sky lacking wings. That your eldest daughter turns a blind eye to you? DO. THESE. THINGS. MAKE. YOU. HAPPY?!"

Derpy whimpered as she cried. "N-no. They don't!"

"I can help you Derpy, I can bless you, help you with the things that bring you misery and misery on those you love. I ask for nothing in return. Only pledge your heart to me, and share this gift with others who shall accept it. And I shall bless you. Or I shall leave you, as you are, and never will I offer this again. I shall never demand you accept this. If you don't wish it-"

"N-no! Please! Help me!" Derpy cried. "Help me Rarity!"

"Do you mean that? Truly?"

"YES! Yes, I do!"

"Then pledge your heart to me and accept my gift, the first of many who shall."

"I-pledge m-my heart to you, Queen Rarity! I accept you!"

"Good pony. Become one with the stars."

The black smoke confessed around Derpy Hooves like a cocoon, then dissipated.

Derpy's eyes were now solid glowing yellow, both eyes looking in the same direction, her body moved with grace and beauty, her coat was as dark as the night sky, her bubbles cutie mark now sparkled like a constellation.

Rarity reformed next to Spike, and her loyal subject bowed to her. "Your Majesty! Thank you! Tell me how can I repay you?" The Nightmare Derpy Hooves said, with perfect diction.

"Spread my gift to all who accept it, help them see that their new goddess is one who bears gifts, not destruction. Let them look upon me and love me."

"Yes Queen Rarity! Yes I will!" Derpy Hooves of the Nightmare Tribes said, bowed several times, and flew straight to her own house, waking up her precious Dinky in bed.

"AAAAH!"

"Muffin, it's alright, it's mommy; nothing bad is going to happen."

"M-mommy?"

"Yes Muffin, mommy's here, she's all better now. Mommy's finally whole. You don't have to worry about fillies bullying you about your mommy being a 'klutzy retard' anymore. Mommy is free. And Mommy wants you to be free too."

"F-free?"

"Mommy wants to know...what do you want? More than anything?"

Derpy transformed into black smoke and engulfed her daughter.

A few minutes laughter filled the sky along with a still blank flank Dinky flew with on her new wings. She had glowing eyes, her coat as night sky dark as her mother, was now a two-thirds Alicorn, and now having the wings to fly with her mother like she always wanted.

"Look everypony! I can fly! I can fly! I CAN FLY WITH MOMMY! PRAISE TO QUEEN RARITY! I can fly! Nopony needs to laugh at me or mommy anymore! I can fly!" She turned to black smoke, flew underneath the legs of several shocked ponies, and then reformed on a straw roof, and giggled exactly as any filly would holding her belly and kicking her back legs in her mirth of her liberation from the ground. Happy her mommy had chosen to share this gift with her muffin.

The two flew in the center of the Ponyville Square.

"I know we look strange now to what you're used to. But Princess Luna's guards look scary with those dragon eyes and bat wings, and Princess Luna reminded us all of Nightmare Moon. So don't judge us based on that," Derpy Hooves said in a perfectly articulate voice, none of her words randomly being replace with 'pipe organ' or 'pirate hat' or 'window frame.' "So please, accept Queen Rarity's gifts!"

Rarity looked at Dinky's blank flank.

"SWEETIE BELLE! I MUST APOLOGIZE! IT SEEMS YOU MIGHT NOT GET A CUTIE MARK OUT OF THIS! BIG SISTER HOPES YOU'RE NOT UPSET WITH HER! PLEASE DON'T BE MAD!" Nightmare Rarity shouted into the megaphone again. 'I really need to learn the royal Canterlot voice.'

++++

Outside the town, Rarity's nightmarefied Moon Tribe creatures surrounded Ponyville, preventing ponies from leaving the town. Three very small equine nightmares walked up to the nearest Moon Tribe.

"Outta the way!" said one of them. "We're on a mission for Queen Rarity!"

The Nightmare stepped aside and let them pass through. These new recruits are getting shorter all the time, he thought to himself as he watched the trio disappear into the Everfree.

"C'mon," said Apple Bloom, black paint dripping off her body. "Zecora's house is this way!"

Sweetie Belle took one last look at Ponyville. Goodbye, sis, she thought. I know you mean well, but...you need to be stopped.

+++

"If you're so wonderful, then why are your monsters keeping everypony trapped in Ponyville?!"

Let no pony ever say Mayor Mare was a coward. This generated some conversation among the assembled ponies; some of them hadn't heard about the barricade around the town.

"They're what?!" Queen Rarity had been one of them. "Spike! Keep things in order while I'm gone, DO NOT hurt anypony! Derpy, Dinky, continue to spread my gift to those who embrace it."

With that she turned into a black whirlwind and sped to the edge of Ponyville, and reformed among her minions. She did not look happy.

"Y-Your Majesty!" Gasped out one Nightmare. Rarity having absorbed the remains of Princess Luna's dark side instead of it possessing her body had been a completely unexpected turn of events for the nightmarified Moon Tribe. However, after all had been said and done, they couldn't go disobeying her.

"When did I give the order that you were to turn Ponyville into a prison?"

"W-well Miss Rarity, QUEEN RARITY, we j-just, when you told us to remain stationed here, we assumed-" The Nightmarified Moon Tribe's chieftain's words were cut off, crushed by a bolder that Nightmare Rarity dropped on him with her now vastly enhanced telekinesis. Queen Rarity couldn't help but think Tom was now good for something. The Nightmare's body turned to smoke and reformed, the experience of being crushed by the giant rock still fresh in his mind as he shuddered.

"You idiot! You could have ruined everything! How am I to prove to my future subjects that their new goddess is one they can trust if you make them think I'm trying to corral them?! YOU! March in Ponyville, by yourself, alone, holding a white flag, and APOLOGIZE to Mayor Mare at once!"

The chief of the Moon Tribe bowed to his queen.

Then a certain Nightmare tribe member, who was actually happy their new ruler wasn't trying to be actively evil said, "Well, those three recruits that came through didn't say the blockade was wrong."

"Three...recruits...?"

"Yes, three small fillies."

She picked him up WITH HER MANE, and got brought face to face, "Which way did they go?"

"To the b-big forest."

Rarity dropped him. Steadied herself for one moment. "Thank you dear."

Then she dove into the dark Everfree, though for her, the darkness was now as good as day. "Sweetie Belle?!" The Nightmare called out. "Sweetie Belle where are you!? Big sister isn't angry with you! Big sister promises she isn't! I'm not a monster! I'm still big sister! I promise I am! Please don't be scared! It's dangerous out in the Everfree at night! Please come to big sister! Big sister promises she's not upset! Sweetie Belle! Don't leave me!" The Nightmare's voice echoed through the Everfree.

A pack of timber wolves leapt at her from all sides, a lone pony, easy meat, she broke their necks, not caring if they regenerated or not. She didn't care. She only called out. "Please Sweetie Belle! Big sister just wants to help you!"

Dinky, meanwhile, along with her mother, continued to find more ponies who'd swear allegiance to the next goddess of Equestria. Even if it took a tiny bit of positive reinforcement to get them to see the dark.

A mare had come to Ponyville to help fight against the Nightmare Forces, to protect Equestria from harm, against her base nature that had told her to run and hide, that there was nothing in the world she could do to help, and she was better off not risking herself anyway. Trixie gasped as Dinky flew right in front of her giggling.

"Hi."

"Get away!"

Dinky made the saddest most hurt face in the world. Trixie instantly regretted her words. Her instincts as an entertainer screaming 'crying foal equals not eating tonight.' "S-sorry filly! Trixie didn't mean it! You just startled her! Please don't cry!"

Trixie did a few brief cantrips to amuse the filly. Trixie had rarely done foal birthday parties, one part because she felt they were beneath her, and another part that the parents who hired her often saw her as a glorified rentable pinata and Trixie walked away from those jobs with more bruises than bits.

Dinky giggled at the short act. "That's fun! You know, your magic show was really fun before!"

"It was?" Trixie asked, hungry for praise for her talents.

"Yeah! I really likes the glowing pictures! It was fun!" Then Dinky asked, "What do you want more than anything?" Nightmare Dinky became a mass of black smoke and dove into Trixie.

Dinky explored Trixie's mind and spoke to her. Memories playing back as she spoke.

"You didn't like it when your classmates asked why a stage magician was attending Celestia's school for special unicorns. You didn't like it when a yellow filly made a face at you when Celestia picked her and not you. You don't like it when ponies laughed at you. When your teachers were nice-mean, or mean-nice what's that word?"

"Condescending," Trixie corrected reactively.

Condescending! You didn't like it when they were condescending! Then you felt really nice and happy when, what's that word?"

"Euphoria."

"Europeia you felt when it was other ponies who ponies laughed at, when they got treated like they were a joke instead. When their special talents were brought down and not yours. You liked ponies loving your tall tales. Then everything went wrong, everything went bad, everything hurting, nothing going right, everything that ever made you happy, gone... Do you want to be special Trixie? Really special? Like you always WANTED to be special? The hurting can stop. And nopony will laugh at you ever again. I promise. Queen Rarity promises. Just accept her gift, give your heart to her, and you can be happy, you can have what you really want. Do you want it?"

"Y-yes I do! Yes I do!" Trixie cried out in emotional agony.

"Then become one with the stars, and accepts Queen Rarity's gift." Dinky engulfed her.

The smoke broke apart and reformed into Dinky who grinned at her new convert.

The newly transformed nightmare unicorn, now dark as the night sky, looked herself over with glowing violet eyes, her cutie mark now like a constellation. Then her horn glowed, and she produced magic on a scale she never had before. She laughed, then burst into tears. "T-thank you! T-thank you! Thank you so much! Praise be to Queen Rarity! Thank you!" Nightmare Trixie wept tears of joys, the insecurities she had buried under her bravado and arrogance finally gone. Not knowing how she could possibly repay her new queen for this wonderful gift.

+++

"Sweetie Belle! Please come back!" Nightmare Rarity called out, gingerly making her way through the Everfree. She was beginning to get upset. Why was Sweetie being so stubborn? Ooh, just wait until she got her hooves on that filly...

The sound of a breaking branch and sudden movement in the underbrush snapped Rarity out of her thoughts. "Sweetie Belle!? Is that you?" she asked, sticking her head through the bushes.

She was answered by a sharp blow to the face. A second blow sent her sprawling to the ground.

"I would like to say 'Welcome Rarity', but I will not until you end this vulgarity."

"Zecora?!" The zebra stood serenely nearby with a wooden staff in hoof. "What are--? Have you--if you've seen Sweetie. Where is she?!"

"Safe and sound away from you, and so it shall be unless you stop your coup."

Rarity climb back onto her hooves and brushed herself off. "Now, Zecora, let's be reasonable--why don't we sit down and have a little heart to heart?"

Rarity's body into mist and engulfed Zecora, but almost immediately, Rarity saw an image of a tribal zebra shield appear in her mind's eye and the Nightmare was violently expelled from the shaman's body.

"A strong will and trained mind keeps me safe from your magic's bind."

"Zecora," growled Rarity gritting her teeth. "I don't want to hurt you."

"Of your intentions and beliefs I have no doubt," said Zecora shaking her head sadly. "It is the power you wield that I worry about."

"The power of the Nightmare Forces are completely under my control. They're a part of me now. Unlike Princess Luna, I did not succumb to them. I have tamed them and their power shall be used for good!"

Zecora simply closed her eyes and shook her head again. "Did you know that Luna once thought the same a millennia ago--back when she sought to lay her sister low?" Zecora started pacing around the Nightmare. "She thought the dark forces were her's to rule, but in the end they poisoned her heart and made her their tool. No pony--mortal or immortal--is strong enough--"

"Strong enough?" Those last two words set something off deep inside Rarity. A drumbeat started pounding the inside of her skull "What is that supposed to mean? You don't think I'm strong enough? You think I'm--weak!?"

On the moon, Rarity was alone with only the Nightmare Forces for company. They whisked around her and hissed and whispered into her ear. Telling her that her friends would eventually abandon her. That she would be alone.

That she was weak.

"NO!" she had screamed. The Nightmare Forces looked on in shock as Rarity began to absorb their power. "I'm. Not--"

"WEAK!" Rarity screamed, Royal Canterlot voice in full force. Zecora was blown back, hitting the trees behind her hard. Rarity leaped onto her and wrapped her mane around the zebra's neck.

"I'M NOT WEAK!" The Nightmare shrieked shaking Zecora. "YOU'LL SEE! I'LL MAKE THE WORLD A BETTER PLACE AND THEN YOU'LL SEE THAT I'M NOT--!"

Then realization dawned on her. "No!" She released Zecora who began gasping for air. "I didn't--this isn't--no."

Zecora recovered surprisingly quick and darted off into the woods, but Rarity wasn't paying attention to her anymore I am in control. she thought to herself. I am in control. I am control. I am--

Then she saw a column of smoke rising from the direction of Ponyville.

"Oh no..."

Once again, The Nightmare Rarity turned herself into a black whirlwind and tore through the Everfree, safe in the knowledge at least that Sweetie Belle was not the way she came as she blazed a trail through the unnatural woods.

'I used the Royal Canterlot Voice,' Rarity thought. 'I wasn't able to do that before, I had to use the megaphone...' Was she continuing to change and evolve? 'The Nightmare Forces and I are one the same now. I AM the Nightmare Forces now! There is no enslavement that can happen!' She stopped herself in shock at she stopped at the edge of Ponyville, a cloud of sparkling dark mist. 'But...does that mean...losing my temper before? That was myself and only myself?' A slight shiver ran down Rarity's currently non-existent spine. Power corrupts, and absolute power corrupts absolutely. Who needed an unholy magical parasite, when pony nature could be just as destructive?

Rarity remembered when she had been given the gossamer wings by Twilight, and she had let the praise and admiration the pegasi gave her swell her head. When SHE was the one who had suggested they find a way to cheer for Rainbow Dash, and instead she chose to enter the contest herself.

Rarity had asked Twilight if the spell had been effecting her mind, if the magic had been warping her thinking later. Twilight had sadly shook her head.

"I'm sorry Rarity, the spell doesn't affect the mind of the user at all. I was impressed at how well you used your wings. I'm sorry Rarity, the spell wasn't muddling your thinking."

Rarity shook her non-existent head. No. She wouldn't. A Coup? She had already planned to not to physically force Luna and Celestia to resign. Once enough ponies had been blessed by her darkness, the two could finally have that retirement they'd longed for, as they'd see who had become the new symbol for Equestria's hopes and dreams.

Perhaps she should have infected her five friends first after she had infected Spike, they were always strongest as a team after all. And it would give a chance for Twilight and Spike to work out the issues they clearly had. Indeed. It might be the best bet to do before Princess Luna thought to lower the moon.

Rarity remembered the smoke rising from the center of Ponyville.

Rarity saw it. The red dragon Spike had pummeled senseless who Fluttershy had once cowed into behaving, now with the green dragon that Spike had trespassed the territory of and eaten a number of his gems. Both seemed determined to break the young growth-spurt upstart. Spike might have had his wits about him this time, and the body of an adult dragon, but he completely lacked their experience. And this time the red dragon was not going to be taken off guard and be so easily overpowered.

Her ponies fled for their lives as the two-on-one dragon brawl happened that would reduce Ponyville to splinters no matter who won.

She noticed Trixie now bore her darkness, and uncharacteristically, was now trying to keep crossfire from the dragons from hitting innocent ponies with her now greatly enhanced magic. Other brave ponies assembled to defend their town from the invasion of the resurrected evil in Luna's heart did much the same.

Rarity only felt relief that the fires HAD NOT been caused by Spike. A tiny part of her was afraid that Spike himself might have gone drunk with the power she had given him. Maybe she should have trusted him more.

Not even bothering to reassume her pony form, she dove into the green dragon's head, entering his nostrils, ears, eyes, and mouth.

"What do you desire?"

For the dragon of course, as was a typical dragon answer, 'EVERYTHING!' It screamed from every fiber of his being in normal dragon greed: the greed Spike had proven superior to in his strength of will and his crush on her, and had earned Rarity's admiration and maybe a little more now.

"So you might have everything. Become one with the stars."

Rarity completely engulfed him, when she was done, a creature like a dragon shaped Ursa Minor stood where the dragon had.

The living star stuff dragon was shocked at itself when it realized something within it was gone. The pure, absolute greed that ruled every dragon's heart was gone.

Spike and the red dragon stopped their brawl to see what had happened. The red dragon backed off and said apologetically. "Uh...you win. Sorry for causing trouble! You're the stronger dragon! I'll tell the rest! This is your territory! Sorry again for causing trouble! I'll be going now! BYE!" He spread his wings and flew off so fast he cause thunder claps and knocked some ponies off their hooves.

Rarity finally reformed into her pony shape and said, "A very wise pony once said, the only surefire way to possess everything, is to desire nothing. Go or stay. I am Queen Rarity. I have granted you what you desire. But you will not harm these ponies or Spike."

The dragon meekly bowed to the much smaller pony.

Then Rarity noticed. Mayor Mare, trapped under rubble. Back broken and bleeding. She had been in the middle of the havoc, her only desire to look after the townsfolk who trusted her so utterly.

Rarity became mist and engulfed her.

"Tell me what you desire!"

Mayor Mare gritted her teeth. 'I don't want anything from you! Go away!'

"No! You'll die! I won't let you!"

'Then I desire to go out not being turned into one of your creatures.'

"Please! Don't do this! Don't leave your family and friends just to spite me, I BEG YOU!"

Memories of Mayor Mare's husband and child flashed in her mind. She shuddered at the memory.

"Mary Mare. When Nightmare Moon came, you could do nothing but futilely order royal guards to seize her, not even expecting them to obey your order. When Discord came, he turned you a living rock pony who did noting but rant and rave how you had thrown away your career to be mayor of Ponyville. When the Paraspites invaded, you were again powerless. You love this town as much as the Apples or the Riches, and more importantly, you love the ponies who trust you to make the best decisions for them. For THEIR SAKE, I beg you. Let me help you."

The memories played in Mayor Mare's mind over and over. Until, 'Fine.'

"Your desire, is the power to protect the ponies of this town from harm. Become one with the stars."

Mayor Mare's body became black mist, and Nightmare Rarity and Mayor Mare both reformed, as where her body had been collapsed.

Mayor Mare sighed as she saw her mane was still dyed gray, and her cutie mark was now the constellation of a scroll against the dark sky of her coat. She guessed she had the same glowing eyes as the Hooves now as well. She sighed.

She looked at her townsfolk who looked at her awe. "Everypony," she said, her voice sounding like herself at least, "Begin assessing the damage, bring the damage reports to Raven and we'll begin prioritizing the reconstruction work."

Mayor Mare began to walk away, then stopped, sighed, turned around and now to the Nightmare Queen. "By your leave your majesty?" She asked, her voice overflowing with resignation.

"By my leave," The queen said sounding a bit befuddled.

Mayor Mare then did turn and walk away, stopped by a nearby vendor and paying for a short cloak that she put over her body and pulled the hood up like she was trying to conceal her body.

Rarity finally spotted the Nightmare she had ordered into the town to apologize to Mayor Mare, hiding under a fruit cart. "Are the dragons gone?"

"Yes." Rarity said lowly. "Get back to the others, and next time Ponyville is attacked, I expect you to DEFEND IT! Not let it burn! Am I CLEAR?!" She said in the Royal Canterlot Voice.

"Y-yes my Nightmare Queen!" He scampered off.

She saw that her home wasn't damaged. In a swirl of black smoke, the Nightmare assumed the appearance of her former self, but a close look revealed the dragon like eyes and that her cutie mark was still now resembled stars more than jewels.

With a gesture, she brought up a force field around her store and stepped through it effortlessly. "Spike..."

"Yes Rarity?"

"I'm...going to rest for a bit. Continue to convert any volunteers you can with desires we can grant. Afterwards, I think we best move our friends from the moon before Luna lowers it, and I think I'll going to need their help in bringing about my new kingdom properly. I...don't want to make a mess of things after all."

"Yes Rarity." The giant dragon bowed.

The now frightening powerful Nightmare in the incomplete guise of her normal self stepped into her work place. She took a blanket and wrapped it around herself. Opal scampered away from her in fear as she approached. Rarity laid back on her couch.

+++

Elsewhere, things grew darker.

Berry Punch, what do you desire?

Derpy swam around inside Berry Punch's mind. "N-nothing," stuttered the earth pony. "I don't need anything."

Now, don't be modest. I can see everything in here. I know what you really want."

"I...I don't want help with that."

Why not? We can help you. We could set you free. Free of the urge to drink. Free of that unfair reputation as the town drunk. Free of all those sad looks Ruby gives you whenever you go back to the bottle."

"Ruby..."

So tell me, Berry: Do you want this?

Berry stood silent for a moment. And then:

"...no."

Derpy was completely taken aback. Nopony thus far had refused her offer. What?!

"No, I'm sorry, but I can't accept this. It's a personal thing."

You don't have to do it alone--

"No, you don't understand--and not just because I'm not doing it alone. My friends and family have been helping stay sober. You see, I've been struggling with it for a very long time. Every time I tried to give it up before, I ended up falling right off the wagon. So, I need this. For Ruby, for myself, I need this...personal victory, I guess you could call it. I need to know that I can live without the urge to drink. I haven't had a drink in six months. If I accepted your offer now, it would mean letting down my friends, my family, my daughter, and myself..."

For some reason, this got Derpy worked up. A drumming noise started up inside her head.

...Fine. You don't want this? You don't need this? Fine then. I just hope you're ready for the consequences.

Derpy did the mental equivalent of punching Berry in the stomach, driving shards of dark magic into the center of the earth pony's mind causing her to fall writhing to the ground.

HOW CAN YOU NOT WANT THIS? HUH? PERSONAL VICTORY, NOTHING--IN A WEEK YOU'LL BE PASSED OUT IN THE ALLEY BEHIND THE BAR! YOU HAVE NO RIGHT TO REJECT THIS GIFT--THIS BLESSING--!

Then Berry's mind simply...shut down. Her coat turned jet-back, her cutie mark transformed into a constellation.

"Uh oh..." said Derpy as she reformed and the newly nightmarefied Berry Punch stood up.

"What do you desire?" asked Nightmare Berry in a flat monotone.

Derpy hesitated. Queen Rarity's order was specifically not to force the blessing onto ponies who didn't want it. Derpy hadn't meant to, she had just got so angry...

"I desire..." Derpy said slowly. "...for you to act exactly the way you always have before you became infected. And I want to find more ponies to give the gift to--but only if they want it."

"I can do that," replied Berry, this time with more emotion in her voice. She then trotted presumably to find Ruby.

Derpy flew off into the night. Maybe I shouldn't tell Queen Rarity about this, she thought. It was a mistake, I won't do it again...and somepony who needed the gift got it. She just needed a firmer approach, that's all. Sometimes, I have to be firm with Dinky to get her to listen to me and this is no different. It's for the best. Now if I could only get rid of this headache...

And so the nightmare pegasus continued her mission. Elsewhere, Mayor Mare tapped her hoof impatiently as she watched over the reconstruction efforts. A visibly agitated Trixie wandered around town aimlessly, muttering to herself as she absent-mindedly shuffled a deck of cards. Outside the town, the nightmare tribe grew restless, growling and occasionally taking swipes at one another. Nearby, Spike with his head between his claws trying to stop his head from pounding. In her boutique, Rarity tossed and turned in her sleep.

Everywhere in Ponyville, things grew darker.

But in other places, the light flickered on.

On the moon in a dungeon, a pair of nightmares stood staring in horror at a collection of five cells--all empty.

"They got out," said one of them.

"Yep," replied his partner.

"That's not good."

"Nope."

"But, at least they got to be around here somewhere, right? I mean, they don't have no way to get off the moon, do they?"

A third nightmare yelled down the steps. "Hey! Have either of you two seen the spare chariot? It was parked around back and now it's not there."

The two nightmares stood in silence.

"You're telling her," said the nightmare to his friend before he ran off to look for a place to hide.

+++

"Z-Zecora, how's...how's my big sister?" Sweetie Belle asked inside Zecora's hut.

"I would not say she had truly gone mad my child,
But the danger she is in is far from mild."

"Whaddya mean?" Applebloom asked.

"While she declares she is not under control of a fiend,
I dare say her darker impulses are not being screened."

"So she's gonna make everypony wear dresses and get our manes done?" Scootaloo asked.

"No pony is pure,
Of that you can be sure.
While she is certain that she is whole,
I have my worries about the state of her soul."

Scootaloo meanwhile, silently looked at her little wings, and gave them a tiny flap. She remembered what the queen had been saying all over Ponyville before, 'What is your desire?'

+++

The royal guards meanwhile, who had come to Ponyville to help defend it, when Queen Rarity had first arrived, were still surprised at the Nightmare Queen's behavior when she had swept them up and deposited them back in Canterlot completely unharmed. When she could have just as easily have dropped them into a volcano.

+++

Mayor Mare sighed as she looked at the damage. 'Again we're going to have to ask Canterlot for another subsidy, or raise taxes so high it damages the standard of living.' Mary Mare remembered the dirty looks other elected officials gave her, that she has the 'cushy' job of being the 'figure head mayor' of Celestia's 'pet town.' How many times had Ponyville been rebuilt now in the couple of years? Mary Mare realized she had lost counted.

"Trixie!" Mayor Mare called getting the showmare out of her stupor.

"uh-yes?" She said like waking up from a dream.

"I saw the magic you did before; help with whatever you're asked to! We're still in a state of emergency and that means you still listen to and obey public officials!"

"Yes madam!" Trixie bowed her head, and began restoring glass broken glass and broken beams, making them good as new with the magic the queen had given her.

The power to protect the ponies of Ponyville is yours. Mary Mare remembered Queen Rarity's boon to her. She sighed.

At least the queen hadn't done anything VIOLENT besides teleport away the royal guards. And seems more interested in winning approval than conquering Equestria by force.

Mayor Mare knew she'd be dead right now if not for the Queen. She sighed again, she had been doing that a lot. She took off the cloak and decided to help as well. She was shocked at what she saw between her eyes now she had taken off the cloak, she looked herself over and confirmed. Wings and horn. She very much doubted she was now a TRUE Alicorn, a small part of her doubted she was still a pony. But...this was still Ponyville, these were still her townsfolk.

She spread her wings, and like she had them all her life, she flew among the debris, and her horn glowed, again like she had a lifetime of using it, and reconstructed the destroyed buildings, much to the shock of the ponies around her, restoring the damaged caused by the brawling dragons.

Raven gasped, "Mary! Mrs. Mayor! That was incredible! With reconstruction like that! We don't need to keep begging Canterlot for bits! If I could be like you-" Mary covered Raven's mouth. She looked around making sure none of...none of the other Nightmares had heard her.

"No Raven!" She whispered. "I don't trust this magic as far as I can throw it!"

"So...are you...becoming a monster?"

"I...I don't hear a voice inside telling me to gobble-up foals...but I don't trust it. Sarah, if, if I start acting not like myself, PLEASE tell me."

Raven nodded.

Mayor Mare noted that the moon should have been setting by now. Why hadn't Princess Luna lowered it yet?

+++

"I already have what I want mommy! I have you!" Ruby Pinch didn't hesitate to hug her mother, who didn't look like a scary Nightmare to her, she looked like a piece of the night sky.

The Nightmare Berry Punch stroked her filly's mane. "What if I could find your father dearie?"

"...papa?"

"Yes dearie, I can do it now, I'm sure I can do it now. It's what you desire. And mommy wants her baby to be happy."

"Mommy!" Ruby Pinch hugged her mother harder.

+++

Big Mac meanwhile, dropped his apples at the being before him.

"C-Cheerilee?! Not you too!"

"Big Mac, don't worry, I'm still me, but now I'm free. My sister helped me."

"Free?"

"Free of my fears and doubt. My dear big red apple, I'm no longer afraid to admit it...I do like you. I haven't always, love isn't like that. But I was worried that if I did admit I liked you, I'd be justifying to Applebloom and her friends what they did was somehow right, that because their actions worked out for the best, that they shouldn't be ashamed of what they did, that they had the moral high-ground. Don't you hate stories where the hero admits she messed up, but everything they did turned out for the best anyway?"

"Ah, Ah read mystery novels mahself personally."

"I know. We've talked a lot haven't we? Since that day? But Queen Rarity showed me, just because something good came about because of something bad, doesn't make it less a good thing. I don't feel ashamed or scared anymore."

Big Mac's heart was pounding as the dark Cheerilee with the constellation cutie mark nuzzled him. "I'm already one with the stars Big Mac, now please, take me to heaven stallion!"

++++

Rarity awoke from her power nap, not as rested as she hoped she'd feel. She dreamed that Derpy had FORCED the gift on Berry Punch (having no clue this had indeed happened). She was (ignorantly) happy that it was just a dream.

Rarity did find herself questioning where her drive to become Equestria's new goddess had come from. Did she really want to take away Luna and Celestia's burden they had held nearly thankless for eons? Did she really want to help as many ponies as possible by giving them their greatest desires? Or did she just want everypony to not think of her as selfish as she always feared they did?

But Rarity still felt no alien presence, no unholy monster trying to take control of her body, no parasite from beyond the stars trying to use her body for its own. At least then she'd have an excuse.

She saw Opal was still scared to her. Rarity sighed.

If she and the Nightmare Force were now one and the same, did that mean those she blessed were being blessed by 'herself?' It was herself she spread now? Was she now like the Crystal Heart and they were her Crystal Ponies? It gave her some comfort.

In a bit of morbid curiosity, she pricked herself, and watched black smoke emerge instead of blood, and the injury healing at once. 'Maybe I really AM not a pony anymore.' But if she help everypony in Equestria reach their dreams, then maybe it was a worthwhile price to pay.

She reassumed what was now her true form, and stepped out of her shop.

One of her minions landed at her feet like he had fallen out the sky. Being a Nightmare, the fall just made him become black mist that reformed his body.

"Uh...My Queen."

"Yes?"

"The prisoners have escaped."

Rarity sighed. "Don't bother looking for them. They'll come straight to me."

"Your...uh, Your Highness, how can you be sure?"

"...Because I'm their friend. And they'd never abandon me. Tell my subjects they are not to be opposed when they arrive."

A pair of feathery wings spread from her back, and the Nightmare Queen turned to smoke, and flew off.

A little bit later, a tiny wisp of black smoke entered Fluttershy's ear.

What do you desire Futtershy?

'R-Rarity!? Is that you?! Did you break free of Nightmare Moon!?'

Fluttershy. Don't you trust me? We've best friends. As much as Rainbow Dash and Pinkie Pie. Don't you believe me? Can't you tell that it's still me? Rarity? The Moon Tribe wanted to use me as the vessel for what Luna discarded, but if it was truly evil, wouldn't the Elements have destroyed it? Fluttershy.

'I...I don't think so.'

You don't want to be treated as a hoofmat by everypony around you. But you don't want let that temper of yours out. The one you keep bottled up inside you because you've seen what you do when you let it out. I'm your friend, PLEASE LET ME HELP YOU! If I'm to help Equestria, I need my friends to help me do it right.

Memories of her time as New Fluttershy, the Gala, and when she had been stepped on by ponies when she couldn't stand up for herself, played in Fluttershy's mind.

Let me HELP YOU Fluttershy. PLEASE. TRUST ME! If I can do good for Equestria this way, then shouldn't you at least let me have my say? At least try it out? Test it out? Just see if it's right for you? If you test it out, and you don't want it afterwards. I'll take it back. And you won't be any worse for wear. Pinkie Pie Swear. Cross my heart, hope to fly, stick a cupcake in my eye. PLEASE Fluttershy! You know you shouldn't declare something evil just because somepony bad used it. I got Spike to see that this isn't so bad. Can't you at least TRY to understand my point of view? If...if you say no I...I promise not to force it on you. I Pinkie Pie swear that too. Cross my heart, hope to fly, stick a cupcake my eye.

Fluttershy was shocked to her core.

'Y-you mean it? You won't force me?'

I could never force you Fluttershy. After what happened with Photo Finish, I promise, I won't force something on you again. But I'm asking you to at least try it, to decide for yourself if it's evil or not.

Of all the things Fluttershy had expected, to be offered a CHOICE hadn't been one of them, let alone proof that this wasn't just an evil spirit inhabiting Rarity's body.

Fluttershy thought about it, considered it...and then she made her decision.

'No. I'm sorry, Rarity, but I can't risk it.'

I'm giving you my word, don't you trust me?! I'm trying to help you here!

'I know that, Rarity, but please, listen to me--.'

It doesn't matter that we're friends, Rarity's different now, can't trust her! Rarity ranted, digging tendrils of dark magic into Fluttershy's mind. Rarity's trying to change the status quo! Rarity's trying to make everyponies' life better! Rarity's becoming a goddess! Can't have that! The tallest poppy must be cut down!

'Rarity, please stop, you're hurting me!'

Rarity suddenly realized what she was doing. No...not again...I didn't mean to...

And then Rarity abruptly withdrew from Fluttershy, flying back to Ponyville in mist form.

Fluttershy's eyes flickered open and saw her friends standing over her with looks of concern on their faces.

"Are you alright, sugercube?" Applejack asked Fluttershy as she and Rainbow Dash helped her up. "You really had us scared there for a moment."

"Yeah," said Rainbow Dash. "You just froze up and fell over. Did you faint?"

"No, it was--" Fluttershy swallowed. "It was Rarity."

The ponies around her all collectively gasped.

"Rarity?! But how?!" Twilight exclaimed.

"Don't you mean those evil spirit-things that are controlling her?" asked Pinkie.

"No, Pinkie," said Fluttershy, taking a deep breath. "Just...just give a moment and I'll explain it to you all."

+++

Outside Ponyville, Spike paced restlessly.

"Shut up," he growled, rubbing his head. "Shut up! SHUT UP!"

But the drumbeat in his head persisted.

Roaring in frustration, he ignited a nearby tree, reducing it to cinders instantly. A few nearby nightmares fled as the dragon fell to his knees, clutching his head.

'What is this?' he thought. 'Why is this...happening? Why...is it.. getting so hard...to think?'

Ever since he had accepted Rarity's gift, Spike became aware that something about himself was changing. Not just his physical appearance, but also on a much deeper level. He found himself getting angry easier, his thoughts were becoming more and more disjointed, and his memory was starting to develop blank spaces.

'This isn't what I wanted. I just wanted to be with Rarity...'

Then he saw a trail of mist emerge from a grove of trees near the Everfree and race into town. On the wind, Spike caught a whiff of a familiar scent.

'It's them! But... how did they get off...the moon? And why's...Rarity running from them...?'

Then realization dawned on the dragon: they must have hurt her! Spike once again felt anger rising inside him. He stood up, smoke unfurling from his nostrils, and started marching toward the grove.

If they had hurt his Rarity then they must pay.

+++

Rarity reformed inside the boutique.

"Why does this keep happening?" she asked herself as she paced the room. "I absorbed the Nightmare Forces; they're gone! I'm in control now, right?"

She paused and looked at herself in a nearby mirror, she looked at the fear and uncertainty in her reflection's face.

"No," she said, resting horn on the mirror. "No, I just wasn't careful before. I won't let it happen again. I'll be in control! I'll see my plan through! I'll make my friends see my side of things and then--"

A commotion outside snapped her out of her thoughts. Looking out of the window, Rarity saw the source of the uproar.

"Oh, yes, I've been waiting for this moment," she said, turning into mist and leaving out the window.

+++

"Rarity's not being controlled or anything," Fluttershy explained to her friends. "She thinks she doing what's best but I think the power she absorbed is started to affect her in a bad way."

"What do you mean?" asked Twilight.

"When she was inside my head, she offered to let me try out the powers she's been giving to the other ponies and I said no just to see how she'd react. When I did...she got angry. Really angry. She...started to hurt me."

"WHAT?!" shouted Rainbow Dash bolting upright while Pinkie and Applejack looked horrified.

"I don't think she meant to," Fluttershy added quickly. "When I told her she was hurting me, she stopped and left right away. From the way she was talking, I don't think this is the first time this has happened."

"That isn't surprising," said Twilight. "Absorbing that much dark magic must be having a negative impact on her mental faculties."

"So what are we waiting for?" growled Rainbow Dash. "Let's head into town and knock some sense into her!"

"This isn't something we can rush into--" Twilight started to say when Pinkie suddenly interrupted.

"Twitchy tail, Twilight! We need to get out of here!"

"Pinkie, what--?"

The trees to their left were suddenly uprooted. And in their place, Spike towered over them.

"TWILIGHT, YOU WILL PAY!"

+++

Nightmare Rarity reformed herself at the center of town and turned to face her foe.

"Rarity," said Princess Luna. "We would have words with thee."

+++

"Now," Cheerilee whispered in her stallion's ear, neither of them now a virgin. "Isn't that much better Mac?"

"Yep," said the dark stallion now with a green constellation on his flanks of a sliced open apple. They nuzzled in the afterglow.

"Mac," she whispered, "You grandmother...I know she's had that ruined hip for ages. Everypony thinks your big family must be rich, never thinking how much of your money goes back straight into the farm. You've never been able to get the money back together to help her. Discord even made her TAP DANCE on it when he made you think you were a dog. I know what you desire Mac, you desire to help her, you desire to help your family."

"Yep. Ah do. More than anythin'."

"Anythin'?" She whispered sultry into his ear.

"Ah'd say we're family now Cherry."

"Oh thank you." She ruffled his mane. "Let's go and help your grandmother be all she can be, a mare of her strong will shouldn't be trapped in a broken worn out body like that."

The two turned to black mist and seeped into the sleeping Granny Smith's bedroom. A few minutes later, the newest Nightmare was dancing in the night, overjoyed at there now being no pain. No pain! She hadn't danced of her own volition in so long!

Nightmare Big Mac nearly had tears in his eyes seeing his grandmother so happy. He hoped AJ and Applebloom got to see how happy she was too.

+++

"Scootaloo! Where are ya goin'?!" Applebloom asked.

"I'm gonna go back and talk with Queen Rarity," the filly said heading for the door.

Sweetie Belle gasped.

"Her presence is not a safe place!
It is only danger you chase!"

"I don't care! I'm going an' you guys can't stop me!" Scootaloo growled.

Zecora said unamused:
"To wit,
Don't bet on it!"

+++

"It's a pleasure to see you Luna," Nightmare Rarity said. "I was hoping to converse with you before you ended the night."

Luna took note that the pony was addressing her the way she would an equal rather than her princess or goddess of night.

Princess Luna looked around to see several ponies now looking much like Rarity did now, some with wings and horns that she knew they hadn't had before. Nearly all of them hung on every word the Nightmare Rarity said.

"Before we converse, can I first say, no, I am not enslaved by The Darkness you discarded rather than accept when you were undone as Nightmare Moon by the Elements of Harmony. The Nightmare Forces are no more, I absorbed them, assimilated them; they became a part of me, I did not become their vessel as they had schemed. Any consciousness they might have had on their own no longer exists."

"We believe thee."

"That is a relief. I was worried I was going to be spending the rest of the night trying to convince you I wasn't Nightmare Forces pretending to be myself. Though it would be technically correct to say that I and The Darkness are now one and the same."

"Do'st thou know why we are here?"

"I imagine you came to 'smote the unholy evil.' I'm hoping that we can reach a more civilized conclusion."

"Thou art wrong Rarity. If we came here to fight, we'd have come spells blazing. Our sister hath stayed back for this exact reason; we did not come here for violence. We have come to reason with thee. We were able to sense that the consciousness and independence of the Nightmare Forces had been snuffed out before we even set hoof here again. It and we were once one and the same as well."

"If you know all that Luna, then certainly you know you can trust me. You know I'm a generous and good pony. And in the name of that generosity, you must understand what I am doing. You are the Night Goddess princess Luna, you KNOW that simply because something is dark, does not make it evil. Your thestrals are not evil are they? They are merely ponies who look different, rest during the day, and are active during your night. They aren't your mindless slaves or monsters as some ponies thought them as."

"No. Our Night Guards are loyal, and they are so of their own free will. We have done nothing to make them slaves to our will."

"Nor have I with my little ponies." She gestured at the nightmareified ponies around her. "They've all accepted my gift of their own free will. I'd be selfish and a tyrant if I were to have gained this kind of power and then didn't even think to share it with others. I help them reach their desires. And please don't start on the 'ponies must work through blood sweet and tears for anything and everything with no help from anypony' speech. Charity does not work like that."

"We had no intention of speaking that rhetoric."

"Good! Happy we have that out of the way. You'll also notice the Moon Tribe obeys me now. They shall cause no trouble with me at their helm. And as more and more ponies accept my gift, the more I shall become Equestria's new plateau they'll reach for. The one who shall inspire them to be a little better each day. I am offering you and your sister a long-term vacation. Say a few thousand years or so?"

"Thy jest does not amuse me."

Luna's did not let her surprise show when Rarity spread a pair of wings she had had not had before. "Who's jesting? I certainly don't mean for you and your sister to step down this morning, and for me to just plop myself on the throne, tra-la-la. This sort of transfer of power takes time, paper work, formal announcements. Think of this as time to get back into the groove of things after a thousand years of being gone and your sister a reward for her thousand years of having to rule a kingdom meant as a diarchy by herself. I know you can't exactly speak FOR her, but I'm hoping that you'll be able to help her see after I've gotten the approval of the majority of the populace."

"Thou art actually serious," Princess Luna said flatly.

"Of course I am!" Nightmare Rarity said happily. "Ponyville is hardly all of Equestria, but with my little ponies are going to spreading my gift, I sure I'll have a popular enough base to make a change in authority run smoothly. In the meantime, I'm sure you and Celestia can share with me any informatoin I should know to help me rule Equestria. You two have carried the burden of being Equestria's symbol of hopes and dreams for thousands of years, and with barely a thank you from anypony. I wouldn't BE generous if I didn't want to relieve you of that heavy burden. I have no intention of demanding you step down, but I hope you will have the maturity of a goddess to accept my offer."

"Thou art truly something else now Rarity, did thou not find it strange thou acted this long without our interception? When we stood gathered and prepared to fight against the Nightmares?"

"I...didn't think of that."

"We were seeing Rarity. Seeing if thou can do as thou say...and now we see thou have no hope of doing so on thy own. Thou hast lost thy temper twice already this night. We are connected to The Darkness as well remember? If thou has had such out-lashes merely from this, how do'th thou hope to control thyself for the genuine idiocies, insanities, and cartloads of gray issues that plague us and our sister every day and night as rulers? Thou art an infant compared to us. What is done cannot be undone, but cease this nonsense at once, and we shall do what we can to help thee. As our sister was willing to help Cadence, we are willing to help thee."

They both heard the dragon's roar.

"We'll finish this discussion later!" Rarity said quickly, turn to smoke, and the whirl wind flew in the direction of the roaring.

Luna sighed, became a shadow on the ground, and sped after Rarity at the speed of darkness.

+++

"SPIKE STOP!" Twilight begged. The other Elements had scattered at Twilight's orders. It was her that her number one assistant wanted. "Please!"

"I AM NOT TAKING ORDERS FROM YOU EVER AGAIN!" The dragon's mighty fist came down on Twilight's bubble barrier, not hurting Twilight, the barrier was forced several feet into the ground.

"Spike! Remember! When you were last this big from dragon greed! You're not thinking straight! It's addling your thinking!"

"I've never thought so clearly before in my life! You hurt Rarity!"

"What?" Twilight blinked.

"Don't try to deny it! I saw her running away from you! Why else would she run from her own FRIENDS unless YOU HURT HER!"

"Spike we didn't do anything like that!" AJ shouted.

"AJ is Honesty Spike, do you really think she'd lie? Listen to her!"

"I'm not your slave anything Twilight!" The dragon continued to burn and smash and claw at Twilight's defenses.

"SLAVES?! SPIKE! I'VE NEVER THOUGHT OF YOU THAT WAY! You're like my little brother! You're like my son! You've never been my slave! WE'RE FAMILY! You stood between me and BBBFF in our last family photo remember?!"

Nightmare Rarity, wings and flowing purple mane and all else showing, formed between Spike and Twilight, the dragon stopped his assault at once at the sight of her. Even with the foggy spots in his head, every instinct in his body telling him he existed to protect her.

Rarity yelled in the Royal Canterlot Voice, "SPIKE! WHAT ARE YOU DOING?!"

"I'm...I'm protecting you," Spike seemed confused. "She hurt you...she must have..."

"Spike, Twilight didn't hurt me, none of them did! I--I made a mistake, that's all."

"But...you mistakes, you can't...you're perfect...they're against us...what's--what's--? ARRRGH!" Spike fell to his knees and clutched his head.

"Spike?!" Rarity flew to the anguished dragon's head and began gently rubbing the side of his face. "Spike, speak to me. What's wrong?"

"Ahh, make it stop. Make it stop! It's in my head--pounding--drumming--it just won't stop! ARRRGH! What's--what's going on? D-Did you say something?"

"Sorry, 'your highness'," Rainbow Dash said acidly. "But I think your 'gift' has caused Spike to completely lose it!"

"Rainbow Dash is right," Princess Luna said as she reappeared nearby. "This is but a taste of what will happen if you do not accept our help. By its very nature, The Darkness is highly unstable and destructive. It requires a very high degree of self-control to prevent this from happening: being turned into a mad, rage-filled monster. It has happened to Spike, it is already starting to happen to your other followers, and it even affected you earlier tonight! Again I urge you, stand down and let us help you!"

"Always left behind--always treated like a baby--never respected--" Spike ranted to no one. "Just an assistant--just a servant--just a SLAVE!" The dragon stood up. ""Well, no more, no more, NO! MORE!"

"SPIKE! NO!" Rarity shouted as Spike knocked her out of the way and lunged at Twilight Sparkle. At the last second, Twilight teleported out of the way and the ground shook as Spike impacted the spot where the unicorn had been.

Roaring, Spike whirled around, smoke billowing from his mouth as he looked for Twilight. Catching sight of her, he took a step and was immediately encased in a dark blue aura and was forced to the ground.

"This is worse than I thought!" exclaimed Luna as she struggled to hold the enraged dragon down. "Spike is being overwhelmed by The Darkness. He's going completely out of control!"

"Can we do anything to calm him down?" asked Twilight, adding her magic to Luna's.

"There's only one thing we can do: we must shut down the source of his corruption! Rarity, take this!"

With her mane, Luna passed a small box to Rarity. Rarity quickly open it up.

"It's--it's my Element!" said Rarity as held up the necklace. "But I don't understand--"

"I brought it along as a last resort," explained Luna. "I placed a sealing spell on it--when you put it on, it will lock up The Darkness inside of you and prevent you from using it!"

"But then if I do that...all my followers will lose their powers. Granny Smith--Derpy--they'll have to go back to the way they used to be!""

"It's not permanent, I swear! Once you learn how to control it and pass its power to others safely, we'll remove the seal! I promise!"

"P-Please, listen to her!" Fluttershy said staring in horror at Spike. "Before anypony gets hurt!"

"Yeah!" Pinkie chimed in. "We all think you have the right idea trying to make everypony happy, but if you don't let us help, then nopony will be happy!"

Rarity stared at her Element then at the rampaging Spike and then back at her Element.

And then she made her decision...

Her heart bubbling over, Rarity placed her Elements around her neck. She gasped out.

Then she cried out in agony. She was The Nightmare Force, she felt herself being sealed up, being crushed, being made deaf, mute, blind, and dumb.

The power she had spread and shared with her fellow ponies pulled back into her.

Some ponies had to saved from a nasty fall suddenly lacking wings, or objects fell with the sudden lack of a horn, and Granny Smith cried out as she landed wrong on her damaged hip.

The darkness was all pulled into her, not just from her subjects, but her minions as well, she was the source of The Darkness now, the Moon Tribe found themselves stripped of The Darkness, as it was pulled into itself.

It was a black whirlpool as it was all pulled into her. Rarity cries out, the pain was unimaginable, and experienced the horrible feeling of suffocating.

The Darkness was pulled out of Spike, leaving a baby dragon. All of it was sealed into Rarity.

Then the last of The Darkness was sucked into her. And all was still.

And Rarity was there, looking exactly the same as she had at the start of this quest, minus her cutie mark still looked now like three blue stars rather than three jewels.

Her mane was a mess. She looked dirty and had scratches all over herself. She was crying.

She felt so small now. Not just in size, but her very awareness now felt so tiny after it had been crushed back down to mortal size. She shivered, and couldn't stop sobbing.

Her friends slowly approached her.

She looked at them, eyes sore from crying, "I...I...I just wanted to HELP EVERYPONY! Why did it have to be wrong?!" She wailed, the mare who had been mistaken for greedy more than once, whose generosity her friends knew bordered on self-sacrificial. "I could see it! I could see how I was going to help everypony! And...and...and..." She couldn't stop crying. "Spike I didn't mean to hurt you!! I wanted you to be happy with me, like you wanted! I'm sorry! Why, I...I just wanted to help..."

In Ponyville, many ponies were happy, others were shocked, at the sudden loss of The Darkness.

Trixie meanwhile, was crying too, huddled in a corner wrapping her cloak around herself. "In the end, Trixie is just the world's plaything!"

"I know how you feel."

Trixie looked up into the kind yellow wall eyes of a gray pegasus.

"Do'st thou fare well, Rarity?" Princess Luna asked.

"No I don't. I...I'm so tiny," The unicorn said, her friends wondered what she meant since she was the size they recognized her as.

"QUEEN RARITY!"

Rainbow Dash recognized that voice.

"PLEASE! What I desire to fly! Give me wings that work! I'm all yours! Please!" Scootaloo cried out, she was covered in rope burns and bruises and was gasp for breath and had a cramp in her everything.

"Scoots, I-I...I'm sorry, it's over. It ain't happening," Rainbow Dash said, wishing she was better at being tender.

"No!" Scootaloo sobbed. "It's not fair! I'm a pegasus! Why can't I fly?!"

Rarity gritted her teeth, her tears wouldn't stop no matter what she did. She could sense all the self control her ponies had been slipping from them. Their impulses gaining more control. The truth of what PRINCESS Luna had said. "Why? I was going to play by the rules. I was going to give everypony a choice. I was going to make sure they were all happy. Why?"

+++

Any hope that Rarity had that the previous night had just been a horrible dream died the moment she woke up the following morning. Her Element was still around her neck, humming slightly as it fueled the seal on The Darkness and her cutie mark was still three stars instead of three gems.

Rarity couldn't bring herself to crawl out of bed. She just kept replaying images from last night in her head. In particular, when she was strangling Zecora in the Everfree, Spike rampaging out of control, and the look on Scootaloo's face when she was told that she had missed her chance.

After her powers had been sealed away, her friends--minus Twilight who had taken the still-unconscious Spike back to the library--had escorted her back to the boutique under Princess Luna's instructions to let her rest after her ordeal. Her friends had insisted on staying with her through the night. Rarity could hear them talking about her as she silently cried herself sleep. She couldn't hear anything now. Were they sleeping or had they left?

'If they left, then it's probably for the best,' she thought to herself. 'I almost ruined everything...I tried to help everypony, but I let them all down. Maybe I should become hermit, just never leave the boutique again...'

But she knew she couldn't do that. Sighing sadly, she rolled out of bed and walked over to the bedroom door and threw it open.

Princess Celestia sat across from the door, reading the newspaper. "Ah, you're awake. Good," she said, looking up from the paper.

"P-Princess?!" Rarity exclaimed, slack-jawed.

Celestia calmly folded up the newspaper and tucked it under her wing as she walked towards stairs. "Breakfast is waiting downstairs, come down when you're ready."

Rarity stared in shock as Celestia disappeared down the stairs. Then she snapped out of it and rushed after the princess, almost tumbling down the stairs in the process. Racing to the kitchen, she came a sliding halt in front of the princess, completely out of breath. Celestia was in the middle of pouring herself and Rarity a cup of coffee.

"I sent your friends home to get some sleep an hour ago," she explained as she passed Rarity the coffee. "But Pinkie had insisted on making breakfast first and I must say she did an excellent job."

Rarity set aside the cup and steeled herself. "I know why you're here. Let me have it then."

Celestia examined Rarity intently. "And what would that be?"

"To give me a--a scolding--a dressing down--the big 'you messed up' speech! I tried to give everypony what they wanted and--and I completely botched it! I turned Spike into a monster, I gave ponies a power that they couldn't handle, I-I-I almost killed Zecora--!"

Rarity stopped as Celestia placed a reassuring hoof on her shoulder. "I don't think I have to," she said, smiling. "There are still some consequences to face and amends to make, but the fact that you readily admit your wrongs is a very good sign."

"So...what's going to happen now?" asked Rarity.

"Do you remember what Princess Luna promised you last night?"

"About training me? You--you really want to do that?"

"Of course we do."

"But...why?"

"Because, Rarity, when you defeated and absorbed their powers, your first and only thought was to use it to help others. It was unbelievable. A lesser pony would've let the power go straight to their heads and transform them into a literal monster. But not you. It's what made Luna and I wait and see if you could make your dream a reality. Sadly, it quickly became apparent that though the potential was there, you still weren't ready to handle the power yet."

"I--I don't think I deserve that power now," said Rarity, looking down at her hooves.

"Nonsense," Celestia said lifting up the unicorn's head. "As your friends would surely tell you, you are probably the most worthy pony for this. You were just thrust into this completely unprepared. You weren't wrong to try make ponies happy, Rarity, I have faith that you could do it one day, but it will take a lot of training before that happens. Do you think you could do that?"

"Yes, Yes I do!" said Rarity, smiling for the first time since she got out of bed. "I won't let you down, princess--or any of them either!"

"Very good!" Celestia replied happily, starting to walk out of the kitchen. "Your first lesson will be here tomorrow evening. In the meantime, remember what I said about consequences and amends, there some ponies--and one dragon--you should talk to."

"I will, princess, I will," said Rarity bowing.

Celestia returned the bow and was gone. Peeking out the window, Rarity watched her fly off. A crowd of ponies quickly gathered together and pointed and gawked in the direction the princess had went. Amongst them, Rarity spotted Cheerilee and Big Macintosh, standing closer together than usual and--to her mild surprise--Trixie talking animatedly to a certain grey pegasus.

Rarity closed her eyes and sighed. Then she turned away from the window and went off to search for her head scarf and sunglasses. There were some things she needed to do.

+++

"So sister, what are we looking at? Weeks? Months? Years? Decades? Centuries?"

"Luna, you're going to be the better judge that than I. You know this power better than any pony alive. How fast Rarity progresses is completely up to her."

"She now has all the time in the world to learn. What has been made, cannot be unmade."

"She's had enough truths to endure right now. That can wait until later. The seal may be indestructible from any amount of force except that of another Alicorn. But her heart is not so unbreakable. She knows the mistakes she's made. Now she can learn from them."

+++

Scootaloo had endured an earfull from her friends, Zecora, and RAINBOW DASH for her reckless behavior and WANTING to be infected by The Darkness and become a Nightmare just so she could fly. 'Just?' When she had responded that maybe she should smash Sweetie's horn and THEN she'd have the right to judge her...she'd have to be careful about how she sat down for a long while. Scootaloo regretted saying that awful thing to Sweetie Belle. But...she was just so tired of being a prisoner on the ground.

Applebloom had pointed out that if she had gotten new wings, she'd have been high in the sky when Rarity's magic was gone, and had fallen, and kept falling until she hit the ground.

+++

"Mommy will be back later dear, mommy promises." Screwball said as she carted away in her straight jacket.

Diamond Tiara hadn't cared how her mother had looked, she had been happy just to have her back...now she was gone again.

+++

One thing Rarity knew, is her Element's seal on her wasn't merely physical, it was spiritual. She could guess that she couldn't remove it herself, nor did she think any of her friends could. This seal wasn't just on her body, it was on her soul. Even if she jumped into a volcano and was reduced to ashes, she wondered if the seal was remain on her.

The worst part, was the feeling that she was in a skin one size too small, the constant feeling of being crushed in. She deserved it.

She had had such grand visions, a sky so filled with stars and a moon that could give warmth so that the day was no longer needed, an Equestria completely populated with nightmare ponies, all happy, all in harmony, all having found what life had denied them regardless of their best efforts. Spike at her side, a mighty dragon who used Canterlot Mountain itself as his lair. She and her six friends, a council of six Nightmares who'd seek what was beautiful and happy. No more unicorns, earth ponies, or pegasi, only a single unified tribe who shared all gifts, not hoarded by those at the top. Wealth given equally to ponies instead of hoarded.

And it had all gone wrong.

Her ponies would have fallen deeper and deeper into their impulses until they would have torn each other apart, Spike had turned into a more singleminded beast than his greed had made him, by accepting what she offered him when she proved she was herself. Her kingdom would have been an anarchic mess of the strong ruling the weak. And she, she'd have become a second Nightmare Moon in the end after all.

She was crying again. What a beautiful world she had envision, and it would've turned into Tartarus. All she'd have done to help ponies, to be their symbol of hope and dreams, and now...all for naught.

Scootaloo symbolized everything. Her ponies had been given a taste of what they had wished for, and now it was taken from them. The end. Back to the status quo. She had changed nothing but make ponies a little bit more miserable.

While she didn't burst into flames at the touch of sunlight, a part of her couldn't help but feel like in the daylight she was a saltwater fish in freshwater.

She forced herself to stop crying for now. She had promised she'd be a good student for what she needed to learn to control what was now a part of her. She realized that while she had hoped the princesses would listen to her reasoning, that another part of her KNEW many would reject her out of spite and she welcomed the chance to FORCE her gift upon the princesses, to prove her strength. Rarity shivered in disgust at herself.

Where could she go? Who could she even talk to? All her friends were sleeping still most likely and she didn't want to disturb their rest, they'd endured enough for her already.

She heard two ponies chatting.

"So what happened to all those freaky rabbits?"

"Princess Luna said she's resumed authority of the Moon Tribe."

Ponies fell silent as she approached, all eyes on her, some with longing, others with awe, and more with fear. So this was how Princess Luna had felt.

She saw Mayor Mare...in a wheel chair. Feeling even more helpless than she ever had before in helping her town.

Raven said, "Don't worry Mary! The doctors from Canterlot are already on their way! Don't worry! If doctors can fix a shattered pegasus wing, they can fix a broken Earth Pony back! You'll see! You'll be on four legs again in no time!"

Rarity felt sick. No, she had nothing to do with Mayor Mare's injuries, those had been caused by the dragons...who had come for revenge on Spike for humiliating one of them. Which he couldn't have done if she hadn't-NO!...Did everything she had done to help brought nothing but misery?

"Rarity?" Rarity gasped and turned to see her old classmate turned school teacher there with Big Mac next to her.

"C-Cheerilee?"

"I...we, just want to let you know that...Big Mac and I are planning on getting married."

"W-what?"

"When...when I was given The Darkness, what I wanted more than anything was to see if what I was feeling for Big Mac was real or not. And...I learned.

"It's just, I've been scared what I was beginning to feel was just residue of the love poison, or that if I showed my feelings, I'd leave your sister and her friends the impression that making ponies act against her will was JUSTIFIED."

Sweetie Belle! She'd have given her enough power to make her singing equal to Princess Cadence, she'd have realized her cutie mark in an instant, she'd become the equal of Twilight Sparkle in an instant, she'd have been the Princess to Rarity's Queen. She'd have made any part of Equestria hers to rule over. She'd have made her the other half of a new pair of royal sisters. Sweetie's voice would have been a siren song for all to learn the beauty and bounty offered them if they'd but accept The Darkness of Queen Rarity. She'd have publicly humiliated Silver Spoon and Diamond Tiara at her tiniest request, she'd have moved Everfree Forest ever so slightly to the left if Sweetie'd have but asked it.

And now she knew she'd have infected her sister with a power that would have turned her into a little monster who'd have tortured Diamond Tiara and Silver Spoon into catatonic wrecks. A little witch who'd have used her voice to make every stallion and colt her willing-puppet. What had she nearly done to the pony who she cared for the most?

Leaving Cheerilee and Big Macintosh behind, Rarity walked a little ways down the street, trying her best to ignore the stares and whispers she drew. Eventually, she came to a restaurant where a blue unicorn and grey pegasus were eating a plate of muffins.

"These are good," Trixie said taking another muffin. "What flavor are these?"

"Pumpkin!" exclaimed Derpy, mouth full of muffins.

Rarity swallowed hard and walked over to them. "Uh, excuse me?"

The two ponies had polar opposite reactions to seeing her. Derpy looked scared and a little sad at the same time. Trixie, however, looked angry. She refused to even look at Rarity, looking around the street with her arms crossed.

"Sorry, I won't take up much of your time. I just want to say, I'm sorry. For having to take away the gifts I gave you. I know you both really enjoyed them, but...it just didn't work out. Again, I'm sorry."

Rarity turned to leave.

"Miss Rarity, wait!"

Rarity looked back and saw Derpy following her. "Miss Rarity, I have to tell you something," she said breathlessly. "I...did something bad last night."

"You did?" said Rarity, though she already knew what Derpy was about to say.

"When I was spreading your gift last night, I ran into Berry Punch. I tried to give her the gift, but she said 'no' and then...and then I forced it on her! I turned her into a zombie! I-I didn't mean to, I just got so upset. I'm sorry..." Derpy was on the verge of tears.

So it wasn't a dream after all. Rarity placed a reassuring hoof on Derpy's shoulder. "No, it wasn't your fault, Derpy. It was The Darkness. It overwhelmed your mind, made you more impulsive. This is my fault, I couldn't keep it in check and I didn't properly prepare you for it."

"It didn't feel like it was just The Darkness though," said Derpy, sadly.

"I know how you feel," said Rarity heavily. "But it's the truth. If I hadn't taken it away, you both would have gotten a lot worse."

"But still... when I wasn't being all crazy, it felt really good, being able to do magic and fly straight."

"Trixie...agrees," said Trixie, joining her new friend. "It was nice while it lasted. Trixie thanks you for it."

Rarity didn't knew how to respond at first. "I...you're welcome. And thank you for letting me know that some good came out of all this."

Saying good-bye to the pair, Rarity continued her journey. She didn't know if Twilight was awake, so she couldn't see Spike just yet, and she wasn't sure where Scootaloo would be at this time of day. So that left only one other pony she could see right now.

Rarity made her way to the Everfree. Time to apologize to Zecora.

Well, Rarity already knew from Big Mac and Cheerilee that something good HAD come of things, if her old classmate really did have the chance to explore her own feelings better, and reach the conclusion her love was real. Though she imagined Cheerilee might find how much of a 'prize' Big Mac was if Fleetfoot, and other mares had anything to say about it. Still, true love was never a bad thing, and Rarity had the comfort of knowing she had brought the pair together.

Rarity was naught but a mundane unicorn now, but the Everfree held no fear for her. A part of her felt like the forest was actually WELCOMING her as she stopped within its trees that she too was an unnatural horror upon the world, and it was happy to greet one of its own kind.

Timberwolves, cockatrices, where before they had foolishly attacked the Nightmare Queen, now they gave her a respective breadth. The undead ponies of Sunnytown, the poison joke, all seemed to politely make way for the passing of the queen of the dark.

Rarity reached Zecora's hut without incident, and politely knocked on the witch-doctor's door.

The door eventually opened to reveal the Zebra, inside, Rarity spotted a pile of rope she guessed had failed to hold a desperate pegasus filly, and Zecora's countless potions, include a purple one in a flask with a golden stopper.

Zecora smiled.

"Let it not be heard, that I'm not of my word.
With Sincerity, I say 'welcome Rarity.'"

Rarity had spent the entire walk through the Everfree thinking about what she was going to say, but as she sat at the table watching Zecora pour her out some tea, she couldn't remember a single word of it.

"Now that we got that out of the way," said Zecora, sitting down across from her. "I assume you have something you wish to say?"

Rarity struggled to find the words. "Yes, I--about last night-- when we met in the woods--and you--and then I--I--" Rarity looked at the zebra and remembered her mane around her throat, squeezing it as hard as she could..."I'M SORRY!" she bawled, breaking down into tears.

Zecora patted the crying unicorn's hoof reassuringly. "Shh, child, it's alright."

"No, it isn't!" At that moment, Rarity didn't look all that glamorous, with tears running down face. "Y-you tried to warn me about The Darkness and--and I t-tried to kill you for it! Why aren't you angry at me?! You--you have every right to be angry with me."

"Shh, Rarity, dry your tears," Zecora as she handed Rarity a handkerchief. "And listen to what I say with open ears.

"Though you tried to bring my life to an end, I knew you were in the thrall of powers you could not comprehend. I am merely glad you were able to see reason. It would've been a terrible fate to have become a demon."

Rarity sniffled. "Still...it doesn't feel right...you just forgiving me like this..."

"I know it may be hard for you to take, but forgiving you is a decision I choose to make."

Rarity mulled it over in her head for a moment. "I suppose...thank you, Zecora, that--that means a lot to me."

Zecora walked around the table and give Rarity a hug. "And you are welcome, my friend."

After finishing her tea, Rarity returned to town and headed straight for the library. Time to talk to Spike.

+++

"Twilight was supposed to ascend first. This changes everything."

"Luna, we had no true idea of what order they'd ascend."

"But we agreed it would be for Twilight to ascend first! She was the one you've been grooming for over a decade to becoming a new 'princess.' And Rarity has now beaten her to it in means that have left her unable to use the power she holds least she become a danger to herself and those around her. Not to mention she must keep her Element with her now. If she should ever have to give it up or pass it to a new bearer..."

"Then I suggest you take teaching her how to control what now dwells within as a part of her as seriously as you can."

+++

Rarity knocked on the door to the library, no answer. She wasn't sure what to do now. What was she supposed to do? Twilight was for all likelihood still asleep.

Spike...there was no way in Tartarus that Twilight would allow Spike to enact his duties after what he endured at Rarity's foolishness. Speaking of which, assuming he didn't get a mountain of cancelations from her clients for her being the queen of nightmares, she was going to be behind in her dresses at this rate.

Maybe it was better if she surrendered to the status quo for now and got back to making her dresses for her clients.

"Who?"

"Owlowcious?"

"Who?"

"P-please let me in, I need to speak with Spike."

"Who?"

"I'm sorry if this is a bad time but...I have a lot I need to speak with him about, please, let me in? I promise not to be any trouble."

"Who?"

"I'm sorry I messed up your sleep pattern, but please..."

The owl undid the lock for her, and Rarity tenderly stepped inside. Twilight was...asleep in her bedroom hopefully. But Spike?

She tried her hardest not to make a sound...and she spotted him. Surrounded by several empty jewel containers, looking like he had done nothing but stuff his face all morning. And was still going.

"S-Spike...y-you shouldn't do that, you'll, you'll make yourself sick."

"R-Rarity?" He looked up at her, his face covered in gem dust from his self-pity binge.

Rarity opened mouth. Spike spoke first. "Rarity...I'm...I'M SORRY!" He cries and hugged her. "I'm sorry I hit you! I'm sorry!"

Rarity hadn't expected this.
"It's okay, it's okay," Rarity said returning the hug. "See? You didn't hurt me. I'm alright."

Spike sniffled and wiped his nose on his arm. "T-That's good. I can't remember much of what happened towards the end, and I was really worried that I might've..." Spike trailed off and fell quiet for a moment before speaking again. "D-Do you think Twilight's going to send me away?"

Rarity was taken aback. "What?!"

"I-I attacked Twilight--I really wanted to hurt her! A-And I said all those mean things to her--!" Spike paused again. "Sometimes...just sometimes...I do feel like I'm-- that Twilight doesn't appreciate the things I do for her...I know that isn't true, it's just how I feel sometimes, but those things I said--I know I'm not Twilight's slave--I know Twilight loves me and--and I don't know why I said them. Twilight probably thinks I hate her now. Maybe I should just leave right...save Twilight some time..."

Spike curled up into a ball on the floor. Rarity looked at the dragon and felt a sense of empathy for him. She knew how Spike felt right now. "Spike, listen to me," she said, lying down next to him. "Twilight isn't going to send you away."

Spike looked up at her. "Y-You really think so?"

"Yes, I do. Like you know that Twilight loves you, Twilight knows that you love her back. She knows that you don't actually hate her, you were just overwhelmed by The Darkness was all. It made you say and do those things. It did the same to everypony who was infected. It even did it to me. Does that help any?"

"A little," said Spike, sitting up. "So...is The Darkness gone now? It--it can't get me again, can it?"

Rarity fondled the Element around her neck. "No, it's not gone, Princess Luna placed a sealing spell on my Element. It's contained within me now. It can't get you again, Spike. I'm sorry I did this to you. You didn't deserve this."

"It's not your fault. You didn't know that this would happen. I just want to put this all behind me and move on."

"I don't know if I'll ever be able to move past this, but for you the nightmare is over. Everything will be alright now."

"I hope so...So what's going to happen to you now?"

"The princesses have promised to help me learn how to control the Darkness, so it won't...consume me like it did last night. Before I start though, I've been going around apologizing to everypony I directly and indirectly hurt. And speaking of which-" Rarity stood up. "-I should probably get going again. I still have some ponies I needto talk. Thank you for letting me talk to you, I really needed to know that you were alright."

"Yeah, and thank you too," Spike said, following her to the door. "And if you ever need somepony to talk to, I'll be right here."

Rarity smiled and then she leaned down and planted a kiss on his forehead. "That's very sweet of you, Spike. I'll see you soon."

Outside again, Rarity started down the street. There was one other pony she still needed to talk, but she had no idea where she would be. Rarity headed towards Sugercube Corner, perhaps someone there would know where Scootaloo was.

+++

"Trixie doesn't believe it; foal services actually tried to take your youngest foal away?"

Derpy nodded as the pair munched on hay-fries (Derpy's treat since Trixie wasn't exactly loaded). "Bless. They said I was dumb and I couldn't be trusted with my muffin. It rook a lot of kelp from my friends to prove I was a good mommy."

Trixie looked at the gray mare. Walls eyes, klutz, coltish voice, the way her voice constantly slipped into different words. Normally Trixie would have dismissed her. But...Trixie had been hungry. And...Trixie knew what it was like to be brushed aside.

"I have chosen, come forth, Sunset Shimmer."

Some might have excused Trixie's old behavior as a result of Sunset's bullying. They'd be wrong. Trixie's dream had always been to be the very best, and when her nose was rubbed in it that it was an impossible dream, Trixie would just drag others down, she'd spin the most fantastic tales of Trixie the great and powerful mage who had done the impossible, she'd pass into rumors, into myth and legend and become great and powerful in memory if not in fact.

And now, all she'd be remember as was the fraud who only special talent was telling half-baked lies to idiots and having magical ability inferior to a tree-stump. Trixie knew she'd be having the nightmares again tonight of the giant Sunset and giant Twilight Sparkle calling her a worthless bug as they tried to stomp on her. Maybe it would be the one of Twilight and her friends feeding her to the Ursa Minor again for variety's sake.

But still...this mail mare, the first of Queen Rarity's converts, whose daughter was the one who had made Trixie into for one brief instant the great and powerful one she had wished to be her entire life…she now dared after all Trixie had endured, after Trixie's life had been ruined, after Trixie had been stuck down again and again, now this mare chose to show her compassion!?

Trixie sighed.

"Derpy?"

"Yes?"

"How did you get friends who were willing to stand up for you when the going got rough? Instead of friends who stand by and say nothing as your world is torn apart? When every time you think you finally know the rules, the world turns things upside down again."

"Derpy doesn't know. Derpy was laughed at a lot, but Derpy kept smiling, and Derpy found friends who believed in her."

The joke Trixie knew was that Trixie could have been one of those laughing at Derpy...and now she showed kindness to Trixie.

"Derpy can be your friend if you want."

When was the last time anypony had offered THAT to her?

"Derpy...thank you."

++++

Berry Punch hadn't slept all night. She kept pacing around her kitchen, thinking about the previous night. When Rarity had her powers sealed away, Berry Punch had been freed from the Nightmare's infection, but unlike the others, she hadn't said 'yes' to begin with. At the time, all her 'choices' seems perfectly fine and logical, but looking back on it, it was nearly an out of body experience like a dream, (something that Berry had experienced one too many times during her time as a drunkard), but what still felt very real was what had happened before with Derpy and she couldn't stop obsessing over it.

Not that she was angry with Derpy, of course. She understood that she hadn't been in complete control of herself at the time (as she had explained to the wall-eyed pegasus when the latter visited earlier to tearfully apologize). But she couldn't stop thinking about the deed itself. The sense of...violation that occurred when the dark magic pierced her mind, stripping away her free will and turning her into a slave...

Berry realized that she had been rummaging through the fridge for a drink. She sighed and rested her head against the top of the fridge for moment. And then she pulled a bottle of ginger ale out of the fridge. Luckily, she hadn't had kept any booze in the house in quite a while.

Berry placed the bottle on the table and started to head over to cabinet to get a glass, when she caught a glimpse of something in the living room. Ruby Pinch stood at the window, looking out into the street. Curious, Berry Punch trotted over and stood next to her. "Honey? Are you alright?"

Ruby simply shrugged in response.

"Did something bad happen last night? Did any of the . . ." Berry swallowed. "-other Nightmares...do something bad to you?"

"No!" Ruby said quickly. "No, i-it's nothing like that."

Berry looked down at Ruby. "Well then, what is it?"

Ruby sighed and looked back out the window. "I wish it hadn't ended."

Berry blinked. "What?"

"Last night, with you and that Nightmare stuff...I wish it didn't have to go away." Ruby sighed. "I always see you worrying and stressing about everything all the time. I don't like seeing you like that. But last night...you weren't like that. You were really happy--and you looked really, really happy! But then..it went away. And now you're not going to be happy anymore..."

Ruby fell silent. Berry struggled to think of what to say next. She quickly decided not to tell her that she had spent the entire ordeal as a brainwashed puppet. "Honey, I know that I don't always seem like it, but...I am happy. I know that life isn't always easy for us, but at the end of the day...I am happy. Because I'm with you...Does that help at all?"

"...A little," Ruby replied eventually. "I still would've liked to met poppa."

"Huh?"

"Last night, you said you were going to find poppa. I would've like to have found him."

"Yeah, you and me both," said Berry, smiling slightly. Then, looking out the window, she caught sight of Rarity walking down the street, completely normal and with a troubled look on her face. In spite of what happened last night, Berry felt a pang of sympathy for the mare. She had no idea what the poor mare was going through right now...

Berry tore herself away from the window. "C'mon," she said, nudging Ruby towards the kitchen. "What say we get some breakfast, huh?"

+++

At Sugarcube Corner, Rarity ran into the one filly in all of Equestria she feared meeting the most. She was having ice-cream with Applebloom (she had told her little sister to cut down on her consumption if she didn't want end up a round little ball).

She was no sign of Scootaloo. Naturally there was no sign of their parents either. It finally struck Rarity she had no idea where Sweetie Belle had slept last night, she presumed with Applebloom.

The entire store went silent when Rarity entered, but she ignored that. The Cakes kept on their civilized faces for her and welcomed her like any other mare, Celestia bless their souls.

Rarity didn't know what to say, what could she say? Sorry I tried to infect you with Darkness and turn you into a little Nightmare Princess? Sorry I scared you and your friends? Sorry I broke your best friend's heart?

The two sisters just stared at each other. It was hopeless. What could either sibling say to each other? Sweetie Belle looked to Rarity in her own way as more a role model than their mother.

And now, Rarity had given her a good reason to be scared of her.

Rarity sat down at her table. Sweetie Belle didn't scoot away at her presence.

"Oh come on!" Applebloom said it first, "One of ya say somethin' will ya?!"

Their startled both unicorns.

"...Rarity . . ."

"Sweetie Belle...I...I'm sorry. I did some horrible things last night. And...I almost did some horrible things to you. I almost turned you into something you're not. I'm so sorry."

"Rarity...I...I'm sorry."

"W-what?"

"I'm sorry, I wanted to help save you and...and I couldn't do anything!"

"Sweetie Belle...you're only a filly, you can't be expected to help in things like this."

"But Spike helps you, and he's a baby dragon."

"Yes, he's a baby dragon."

"And I'm your sister!"

"You're my little sister."

"But..." Sweetie looked ready to cry. "Applebloom, me, Scootaloo, we're NEVER able to help! When Nightmare Moon came, when Discord drove everypony crazy, when, when the changelings invaded Canterlot, I couldn't help you at all!"

Rarity cringed, her little sister and friends HAD BEEN at the wedding, and had been the flower fillies to what turned out to be a fake Cadence...her sister had been right near and had talked with that monster. And when the invasion started, Rarity had lost track of her, she had to get the Elements to save everypony...and her sister and friends had gone missing in the fighting, thankfully safe as it turned out. So many adults forgot they had even BEEN THERE. Just like, they had been right there nearby when Discord was freed, the ponies who had been closest to him...

"Sweetie Belle, please...I know how horrible it feels to..." Rarity said it. "To want to be able to help, to help your friends, to help your family, to help those you love. And finding there are things you CAN'T help them with, or when you DO TRY to help, you make things worse somehow....I WANTED to help Rainbow Dash with the Best Young Fliers competition, to cheer for her, to support her, but I let the magic wings go to my head and I made her feel worse! I did every single thing my friends wanted for their new dresses, and I created dresses so ugly that they nearly destroyed my reputation. Sweetie Belle . . .the Nightmares, when they came to me, to make me their queen...they targeted me and all my friends, seeing what hurt us the most...but they singled out me...I was scared that I was expendable, that I couldn't help enough, that my best to help my friends, wouldn't be enough, that I could give all of myself, and it still wouldn't be enough. Sweetie Belle...I know how you feel, so so so very very much!" Rarity realized she was crying again.

"But you help at least some times. We never get to help you."

Applebloom said nothing, she just sadly nodded. At least she had the solace of always helping her sister at Sweet Apples Acre come Tartarus or high water.

"And you're still just a filly. I know that hurts to hear. I know that the monsters who keep hurting ponies don't care that you're foals. But you SHOULD care, and we care. We aren't going to ask or make fillies who haven't even found their place in the world yet to take part in stopping monsters who have every intention of killing us, driving up hopelessly insane, or worse. I promise Sweetie Belle, you and your friends WILL be able to help someday. But please, just enjoy being foals for now. . . . That's why we're all so agitated that you're so rushed to get your cutie marks . . . you're at a part of your lives that's never going to come again. So please enjoy it while you can."

She hugged Sweetie Belle. She hugged back.

"O-okay big sister."

At least there was one pony she could help just a little bit. Rarity didn't know why, but she felt so much better.

"She just needed a reminder of who she is at heart to clear her head."

"Pinkie Pie!" Mrs. Cake said, "You should be in bed."

"Just came down for a mid-day snack."

+++

Rarity made her way towards the outskirts of town. Nopony at Sugar Cube had knew where Scootaloo lived. After asking around a bit more, she eventually went to the one pony who knew where just about evrypony in Ponyville lived.

It had only taken Derpy a moment to recall. "113 Trotter's Road," she had said, scrunching up her forehead.

Rarity reflected that despite her simple nature and mixed up words, Derpy was cleverer than what most ponies expected of her. She didn't deserve the reputation she had: that she was a complete and utter buffoon. It's what made it truly tragic that the blessing that Rarity had given her had to be taken away.

Rarity reached her destination, a small house away from all the others. As she walked up the path, Rarity noted that the front yard seemed a little unkempt. Like it hadn't been mowed in quite a while. But she put this out of mind for now as she approached the front door and tried to think of what she was going to say to Scootaloo's parents--and then thinking about it, she realized that she hadn't met Scootaloo's parents before.

Steeling herself, she knocked on the door. There was no answer. A little disheartened, Rarity knocked on the door a second time and again there was no answer. Rarity noticed that the windows were all dark and the curtains were drawn shut. Perhaps no one was home?

Rarity started to turn away when she heard the sound of hooves from inside the house and the sound of door being unlocked. The door slowly opened up, revealing Scootaloo.

"R-Rarity?" she timidly looking up at the unicorn.
"Hello Scootaloo, may I come in?"

"NO! I mean, no thank you, it's a big mess in here."

"Oh, I see...Scootaloo I...I came here to talk."

"Are you gonna give me wings that work?"

"I'm sorry Scootaloo."

"Then what is there for us to talk about?"

"...that I'm sorry."

"If you were REALLY sorry you'd find a way to fix it."

"I know. But I can't. Scootaloo, the Darkness? It might have given you bigger wings, but it would have also turned you violent and cruel to those around you. Is losing your friends worth it?"

Scootaloo looked at Rarity, hurt and angry, but the same time, tired. She sighed. "No."

Rarity didn't feel comfortable having this conversation in Scootaloo's doorway, but the filly didn't look like she was going to budge.

Rarity felt tired too. The entire quest and the way her good intentions had spiraled out of control and then Luna's intervention. Didn't it ever end?

"Dear, I won't pretend to know how frustrated you feel. But I do know how many ponies in Ponyville do feel. Fate hoofing them cards that are genuinely unfair. The deck being stacked against you. Some ponies being given everything while others are given nothing. It's not fair at all. I wanted to change that. I had the power and I wanted to use it." Rarity sighed. "But in the end I couldn't handle it. And it devoured Spike, and was going to devour the hearts of everypony. Scootaloo, if I could give you wings that work right now, I would. But the way I am now, if I did that, it would steal away the part of you that truly makes you, you. And your new wings would be meaningless."

Scootaloo grumbled. "So that's it? I get an apology for not getting what everypony else takes for granted, and I'm expected to just grin and move on like nothing's wrong anymore?"

"Nopony expecting you to pretend that's nothing wrong."

"Yes they do. They act all nice and friendly at first, but eventually, they get tired of the hurt filly, and expect her to just let go. But you can't. Not when you're reminded every single day. So you have to learn to hide the pain."

"You got that from a Batmare comic."

"IT'S TRUE! I keep trying to fly, and I keep failing! Biceps can fly and look at HIS wings! What's my excuse?!"

"...Everypony is different Scootaloo, everypony's body grows differently. The Apples are all late bloomers, it's part of who they are. But that doesn't need to be a bad thing. Granny Smith is over a hundred years old, but would you ever guess that from how alive she can act? Scootaloo I shouldn't be the one to explain all this to you, but I'm the one who got your hopes up, so it's my responsibility to help you. I know the world isn't fair. I wanted to change that. And Princess Luna has promised me that with lots of hard work, I CAN change it for the better someday. Scootaloo, I promise, I will give you wings if you haven't gotten them on your own by then. I promise." Rarity didn't know if her lessons were going to last years or a century, but she KNEW Scootaloo needed one thing above everything right now: hope. "But Scootaloo, I want you to promise me something too."

"Yes?"

"I don't want you to sit on your flank WAITING for me to give them to you. I want you to work hard to earn them on your own in the meantime. Do you understand?"

"...I gotcha!" Scootaloo saluted.

-Three years later-

"It's almost time, Rarity, you ready?"

"I...just give me a moment and I will be."

"You look great by the way."

"Thank you, Spike, you're too kind. Though, I wish I had more time to work on my outfit. I was too busy working on the princesses' dresses, you should've seen what they were originally going to wear..."

"Tell me later--you're on!"

"Oh dear, oh dear--Alright, Rarity, keep calm, chin up, wings poised..."

Outside, Rarity could hear Princess Celestia announcing to the crowds, "Please give a warm welcome to Equestria's newest princess--Princess Rarity!"

Rarity walked out onto the balcony to thunderous applause. She didn't have her element around her neck, but The Darkness inside her remained pacified. Three years of intense training and deep introspection had paid off. There had been close calls and near disasters, sure, but in the end, she was ready to do what she had foolishly attempted to do three years prior.

At the front of the crowds, were a group of ponies that were cheering louder than those around them. These ponies were the first to receive Rarity's new blessing--a small drop of the Darkness given to each them, not enough to alter their minds or outward appearances, but enough to cure whatever ailed them, whether it be a deadly disease, a crippled leg, or--one case--an amputated wing. This had been the first test of Rarity's newfound control over The Darkness and it was a roaring success (still precautions had been take--the ponies and their family members were told to be watch out for any unusual behavior and furthermore Rarity maintained a connection to The Darkness, closely monitoring its effects on the test subjects.)

Rarity looked out at the crowds, she saw her friends, her family. She saw Trixie and Derpy--who had become truly inseparable over the last three years--she saw Scootaloo with her friends, fluttering up off the ground.

She looked at everypony and for the first time since she merged with the Nightmare Forces, she felt truly at peace with herself. Like a heavy weight had been lifted off her heart. She no longer felt constricted by doubt or fear like she had been so many times before. She was absolutely confident she could make her dream a reality.

'Now I know,' Rarity thought to herself as she smiled and waved at the crowds. 'That everything will truly be alright.'

FIN.

Princess Luna thought meanwhile, 'Two down, four to go.'