Nightmare State of Mind

by Jetfire2012

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Original Character, Spike, Rarity, Tragedy, Twilight Sparkle
Length: 11356

Welcome you poor, you flawed, you hopeless, you inadequates- welcome to the Queendom of Nocturne!

Off the south and eastern shores of old Manehattan, there is an island where the sun never rises. An island where a sickly bluish light suffuses all the darkened air, where trance music rocks and pulses through the grandly sculpted cities like the pumping of the blood. An island to which Equestria is rapidly losing population, as well as influence.

What is this place, this land of Nocturne? And who- or what- is its mysterious ruler?

Published 2014-07-01 22:20:04 UTC
Last updated 2014-07-01 22:20:04 UTC

Nightmare State of Mind

Author's Note

I realize everyone has probably already read this story, but it seemed like the right time to put it up on FIMfiction. I hope you enjoy. Special thanks to Fluffy/mixermike622, who created the Nightmare Ponies vector that started it all.

Nightmare State of Mind

Juniper Jim sat fidgeting in his seat as the ferry crossed the placid bay. The sun was shining brightly overhead, and all around him ponies were chattering excitedly, albeit in hushed tones. The only other pony who seemed to match his silence was a pony in a black cloak, the hood drawn up over their head to totally obscure their face. They were sitting directly across from him, and he wondered if he should try to engage them in conversation. But what could he say? He didn't know if it was male or female. He supposed he could just say “hey you,” but his mother had always taught him it was rude. The yellow earth pony sighed. He had never been good with ponies.

He looked out the window. He wasn't the only one; fillies and colts were leaning over the sides of the large black ferry, straining to catch a glimpse of the water ahead of them. Their eagerness was justified, for they beheld a striking scene: a land of rolling hills and broad valleys that was completely shrouded in night. It was like a wall of darkness had been drawn over the water in front of them, a wall they were rapidly approaching. It was daytime where they were now, but in that land just ahead, the sky was deep purple-black, and the stars twinkled. And the night was coming closer.

Jim glanced the other way, back where they had come. Manehattan was still visible on the horizon, a huge slice of buildings and warehouses hugging the coastline. It was too late to go back, of course; he couldn't very well ask the ferry to turn around just on his account. Besides, the city had been dangerous the few days he was there, the lower-class neighborhoods consumed by riots over food. He wondered what his ex-wife would think of him, leaving behind the land where he'd been born and raised. It's her fault, really, he told himself. She had taken both of the kids and gone off with that new coltfriend of hers. She had left him with no reason to stay. So he had found himself drawn, perhaps inevitably, to the island.

The world darkened around him. They had passed through the wall of night, and before his eyes blue sky gave way to black-purple, a canopy of stars filling the heavens. He looked forward again. The land was drawing closer, dark mountains in the distance, while the foreground was filled with pale, almost sickly blue light. It came from a city, and as the ferry advanced he could see an opulent waterfront of gray stone structures, clustered around the mouth of a grand canal that ran deep into the metropolis. Many of the buildings were long and low with prongs at their corners, but the city was also filled with towers that rose to sharp points and barbed forks. There were arcades and bridges and balconies, all of gray stone and all of the most exquisite craftsmanship, more ornately fashioned than anything he had ever seen in Canterlot. Each naut closer revealed stunning detail, more elaborate metallurgy, more intricate masonry.

Finally, the ferry pulled up along a stone dock, stopping abruptly as the magical propulsion was cut. The ponies all rose from their seats; Juniper Jim, caught up in his study of the city, was startled, taking a while to collect his luggage and strap his saddlebags to his flanks. The pony in the black cloak did not seem to have any belongings- it stepped into the outbound crowd and vanished, its dark shroud blending well with the deep shadows. Jim finally stepped out of the alcove of seats, bringing up the rear of the procession. There were at least a hundred ponies leaving the ferry, unicorns, pegasi, earth ponies, of every size and shape and color.

Stepping down onto the stone dock, Jim found the air saturated with pale blue light. It seemed to come up from the stone beneath him. He cantered to catch up with the rest of the ponies, who were making their way to a wooden platform at the dock's end. Upon it, a beautiful pegasus stood- and she was beautiful, truly stunning. She seemed to be the color of orange sherbet, though the darkness made it difficult to tell, and she had a wavy mane and tail the color of cherrywood. She wore a smart blouse of dark blue and a pair of golden bracelets on her front legs. When the crowd halted around her, she clopped her front hooves on the platform. “Before we begin, I must make one final check. Everypony here is a hopeful immigrant, yes? This was the ferry for immigration. Nopony is here simply to visit?” The crowd grew silent. Nopony spoke. “Very well,” she said. “I am Officer Dreamfeathers of Customs and Immigration. I bid you all fond welcome to the Queendom of Nocturne, on behalf of our great and illustrious Queen of the Dark.” With a flap of her wings, she was airborne, and motioned them toward her with a hoof. “If you will all follow me; please, no shoving.”

The crowd of ponies followed after her. There were a few families in the mix, dragging foals or older fillies and colts, but most of the arrivals were single or in pairs. She led them down an arcade lined with columns, then across a great plaza. A train was waiting, sleek and black and sharply pointed, a javelin ready to fly. Dreamfeathers fluttered to the ground just in front of it. “This train is a direct line to Umber, our capital city. While aboard you will fill out your paperwork and declare your belongings. When you reach the city, your forms will be processed by the Immigration Center. Afterwards, you will receive your final Invitation of Residence- delivered personally by Our Queen herself.”

A ripple of wonder passed through the crowd. They would be meeting the Queen? Personally? Jim was suddenly concerned with his shabby appearance, the dingy brown vest he was wearing, his dull brown mane and tail. The Queen of Nocturne, in her short rule, had established herself as one of the most beautiful ponies in ponydom. Some, in whispers, called her more beautiful than Princess Celestia.

“All aboard!” Dreamfeathers said, stepping into the train as its doors slid open. The assembled ponies followed suit. Jim caught a glimpse of the pony in the black cloak, but then his vision flickered, and he lost sight of it.

Inside, he stowed his luggage above a bench seat and sat down by the window. A lime green unicorn with a light purple mane and tail sat next to him. “Heya!” she said brightly. “I'm Whistler. What's your name?”

“Jim,” he said. “Juniper Jim. I'm from Stalliongrad.”

“I'm a Manehattanite- or I was, I suppose,” Whistler said. She bounced in her seat. “I've gotta say, I'm excited. This place is all anypony can talk about these days. It seems like everypony I met for months and months now was either planning to move here or knew somepony who was.” She lowered her yellow eyes to the table. “Of course, the food shortages had a lot of us thinking about moving.”

“Is it that bad?” Jim asked as the train silently began to move.

“Nopony's starving to death yet, but we're coming pretty close,” Whistler said. “We can't figure out why, either. Princess Celestia keeps saying she's sending grain and produce, but every month it seems like we have less to go around.” The lime green unicorn gave him a panicky look. “You don't think... she's lying, do you?”

Jim's orange eyes widened. “The Princess? Lie? I don't think that's possible.”

“That's what I told everypony!” Whistler said. “But now...” she sighed. “There are riots every day now. I'm glad I'd already made arrangements to leave. I tried to get my mother to come with me, but she insists on staying. I hope she'll be all right.”

At that moment, a unicorn trotted by in the aisles, using her magic to levitate a stack of papers and a bundle of pens. Two packets detached themselves from the paper stack and floated onto the table in front of Juniper Jim and Whistler, two pens following close behind. “Customs and Demographics Forms,” the unicorn explained. “Please have them finished by the time the train reaches Umber.”

Sharing a final glance, Jim and Whistler picked up their pens, Jim with his mouth, Whistler with her telekinesis. The forms weren't very complicated, and they weren't very long; just general information about profession, family history, personal belongings, that sort of thing. Jim cringed as he wrote down the information about his family. His wife hadn't even let him see the kids before he'd left. He hated to think he was leaving them behind forever, but that seemed to be what she had arranged. If I'm going to be apart from them, I might as well go here, he thought, where I can never be reminded of them again. He knew he was lying to himself. He would never forget about them.

In short order, he had the papers completed. Setting the pen down, Jim glanced out the window at the dark countryside rushing past. The train suddenly passed between great trees, and Jim was surprised to see glowing things nestled amidst the leaves. Fruit? Glowing fruit? He supposed it made them easier to pick. The forest- orchard- whatever it was quickly passed by. They began to ascend, winding up a mountain at a gentle angle. “So it asked us for our careers,” Jim said, turning back to Whistler. “What do you do?”

“I'm a seamstress,” Whistler said, shifting in her seat to show him her needle and thread cutie mark. “Apparently they're in high demand here, so I like my chances of getting approved. What about you?”

“I'm... well, I'm a florist,” Jim admitted. His cutie mark of a white rose stood out against his yellow flanks. His ears drooped as realization washed over him. “I bet they don't grow many flowers here. How can they without the sun?”

“That's not what I've heard,” Whistler said brightly. “I heard they grow flowers here that aren't found anywhere else in Equestria, and-” she stopped abruptly, staring past him. Her eyes widened, and she gasped. She was looking out the window. Jim turned his head- and he gasped as well.

The mountain fell away before them, revealing a broad valley. In it, an enormous city shone pale blue. It sprawled across the dark plains, drinking deeply from a river along its western edges, resplendent with domes and towers that were visible even from this distance. At the north of the city, there was a cluster of barbed towers taller than the rest, from which the sickly blue light seemed to shine the brightest.

“Forms ready?” a voice startled both ponies. Turning, they saw the same unicorn from before. He nodded toward the window. “Beautiful, ain't it? I remember my first sight of it. It weren't even fully-built back then, but it was still so... amazing.” He lost himself for a moment in his recollection. “Anyway, forms ready?”

“Oh, yes,” Jim said, and Whistler nodded. The unicorn's horn shimmered, and the two packets of papers levitated off the table, along with the two pens. Satisfied with their collection, he moved on to the next few seats. The train rounded a bend just as Jim and Whistler turned back to the window. Their hearts ached to see the city again.

They got their wish a short while later, as the train left the mountains and picked up yet more speed. The plains were glistening in the blue light of the city, revealing the curious sight of furrows and fields plowed for farming. Passing these, there was the flash of deeper shadow as the train passed beneath an enormous arch, then they were in the midst of low, long buildings, some of which shone and flickered with interior light. Ponies were streaming out of them, most wearing jumpsuits and hardhats. These too passed in a flash, and then they shot through a narrow arch in a pale gray outer wall. The train slowed dramatically. The world was jet black and gleaming blue, so brilliant the stars were washed out, leaving only empty dark high above.

The train finally stopped in the midst of a crowded pavilion. Faintly, deeply, Juniper Jim began to feel a pounding. “If you'll all come this way,” Dreamfeathers said, fluttering in the aisle. She turned and headed out a door on the right. Jim and Whistler exchanged hopeful looks and left their seats, gathering their luggage.

It took some time for all the ponies to exit the train. Jim was one of the last out, and when he stepped into the warm night the air was suffused with the pounding. Jim realized what it was at last: it was a beat. It was a dance beat. It saturated the empty space, mingling with the pale blue light.

“I bid you all welcome to Umber,” Dreamfeathers said. The beat was insistent, but low, so she did not need to shout. She did need to raise her voice a bit over the din of the ponies bustling around her. “As I said before, this is the capital city of our queendom. Much of the population lives here; much of the rest lives in Nox, the port city where you arrived. I will give you a brief tour as we make our way to the palace.” She flapped her wings, hovering just over their heads, and motioned for them to follow her.

They left the train station and stepped into a great square, domed buildings and grand palazzas lined with balconies rising all around. Ponies filled the stone space, talking, laughing, sharing glasses of wine. All of them were beautiful, male and female, unicorn and pegasus and earth pony, all of them were lovely and elegant. They were not all the same, but each one was perfect in his or her own way. What was more, they were all impeccably dressed. There were fillies in smart black dresses with pink trim; there were colts with red silk ascots wearing blue velvet sport coats; there were stallions in tuxedos; there were mares in evening gowns.

The beat was really pulsing now, pouring out of open arches and through tall windows. Here and there Jim caught snippets of other music, the strings of a quartet, the racing saxophone of a jazz trio, but it didn't pervade like the dance beat, throbbing in his chest and bones. “As you can see,” Dreamfeathers said, now having to raise her voice more, “we have many recreational opportunities for ponies with free time. The whole island operates on three shifts over a twenty-four hour period: eight hours of sleep, eight hours of work, and eight hours of free time. The shifts are staggered, so that at any given time one-third of the island has free time, one-third is sleeping, and one-third is working. So,” she smiled, “there's always something happening in the city of Umber.”

“Is dancing what most ponies do in their free time?” a caramel-colored pegasus asked.

“It is a very popular recreational pastime,” Dreamfeathers said. “Umber has many, many dance clubs, music festivals, and open concerts, so much so that everypony can find something that fills them with the dancing fever!” She grinned. “Often, Our Queen Herself will frequent one of the clubs- and if you're there when she arrives, you're in luck, because then drinks are courtesy of the throne!” Strobing light poured out of one particularly loud club they passed, filled with ponies crowding a blackened dance floor.

They turned left and trotted down an avenue lined with shops. Peering to the side, Juniper Jim saw dozens of clothing boutiques selling fashions he hadn't seen before, even in Manehattan. He had heard rumors that all the big designers were moving their studios and mills here, that the Queen had extended personal invitations to the brightest lights in fashion, promising them preferential treatment. Even Hoity Toity had a boutique, which they passed at the corner, white light spilling out of sharp, angular black surfaces. They entered into a quieter square, greener, full of trees that gleamed faintly in the night. Jim's eye wandered over the park space when his eye caught something totally unexpected: blue sky. Stopping in his tracks, the yellow earth pony saw three ponies lying in the grass reading, and the space around them was a bright as day, a swatch of blue amidst the black. The source of the daytime was readily apparent as he looked up: small orbs glowing white floated in the air over the ponies' heads. “Pardon... um, excuse me,” Jim started, pointing with his hoof. “What are-”

“Oh, those are solosols,” Dreamfeathers explained, stopping the procession. “They're miniature suns powered by magic. Everypony who chooses to live in Nocturne is issued one. They provide daylight whenever the owner desires it. Our Queen knows that perpetual night can become trying for anypony, so she has given us a means to spend time in the sunshine without disturbing her beautiful darkness.” With a prim nod, the orange sherbet pegasus flew forward, and they were compelled to follow, leaving the reading ponies to their quiet, lonely day.

Passing another arcade of shops, they turned right onto a broad avenue. It led them forward and turned into a bridge, spanning a moat of glowing water; at the other end was a high wall in which a huge gate had been set. Beyond the gray stone, sharply barbed towers rose, one in the center taller than the rest, shining with sickly blue light. Not stopping to take in the sight, Dreamfeathers led them across the bridge, upon which ponies in jet black armor stood at attention, twin lances mounted to their shoulders. The dance beat followed them through the gate, pounding, as though it was the heartbeat of Nocturne itself. They reached a courtyard filled with ponies, mostly unicorns and earth ponies, all dressed splendidly, clustered in groups deeply engaged in conversation. A tall flight of stone stairs led up to the gate of a black stone palace, ornate but edged- the most beautiful knife collection in the world. Flanking the first step were statues of winged unicorns.

Finally entering the palace itself, the air was cool, though not cold. A red carpet spread down hallways and through arches, a sharp pop of color amid the mostly black and white interior. “This is the Palace of the Night,” Dreamfeathers explained, and her voice took on a hint of reverence. “It is the personal sanctuary of Our Queen, and the seat of all authority in Nocturne. Here you will be finally inspected, and here you will be made fit to inhabit our queendom.”

Made fit?, Jim wondered, but before he could ask any questions she led them down a long, tall avenue, then turned right and led them up a flight of stairs. Another turn to the left, and they were on a higher floor, where another hallway beckoned them, this one lined with frescoes of ponies performing heroic acts. They were scenes from history: the Thieving of Speech, the Foundation of Equestria, the Battle of the Princesses. On the right wall as they neared the end of the hall, Jim was surprised to see a scene too new to be legend: six ponies of various colors conjuring a rainbow and vanquishing a dark winged unicorn. As they were about to leave, he looked up, and saw one more fresco: another winged unicorn of dark color, but different, with its wings outstretched over an island sitting in the sea. He nearly tipped over craning his neck to take it all in, but he caught himself, and brought up the rear as the ponies entered an enormous chamber. It was filled with round couches and circular futons, and fireplaces lined the walls down its whole length. At the end of the room, two tall, black doors stood closed. Each door had three large crystals set into the wood, in a roughly triangular pattern.

“Here is the antechamber of the throne room,” Dreamfeathers said, fluttering her wings and landing on the carpeted floor. “Our Queen will receive each of you in private. Refreshments will be provided, as the wait could be some time. Larger and larger groups have been arriving on the island, but Our Queen still insists on meeting each pony personally. You are welcome to spread out, set down your belongings, and rest.” She flapped her wings and was airborne. “I bid you farewell- and good luck.” She turned sharply and flew out an open arch on their far left.

“So?” Jim jumped at the voice. He turned and saw Whistler, grinning. “Pretty amazing, huh?”

“It's...” the yellow earth pony stuttered a little. “It's remarkable. I've never seen anything like it, even in Canterlot.”

There was a loud creaking sound, and the tall doors with the crystals slowly opened. A unicorn in jet black plate armor stepped into the antechamber. “Cloudkicker, of Ponyville!” he cried. A lavender pegasus with a straw-colored mane and tail flapped her wings and flew across the large room, settling down at the doorway. The armored unicorn stood to one side, allowing Cloudkicker to enter. The guard stepped out behind her, and the doors creaked closed.

Whistler moved toward one of the couches; settling back on the dark purple cushions, she patted the space next to her. Jim shuffled his hooves for a moment, but then joined her. Why was this unicorn making him so nervous? Perhaps it was just the nerves of the upcoming audience. He hadn't expected to meet the Queen herself, certainly not within hours of arriving. “This... Queen,” he murmured, venturing to make conversation, “what do you think she's like?”

“I've not met anypony who's met her,” the lime green unicorn admitted. “However, I hear she personally oversaw every bit of the island's development- every bit! From the largest factory to the smallest closet in the villas. And... well, look!” She spread her hooves wide. “It's all magnificent! She really has an incredible eye for detail.”

“That's good, I guess,” Juniper Jim said.

Whistler arched an eyebrow. “Something wrong?”

“Oh, no,” he muttered. Whistler continued to arch her eyebrow. After a few seconds, he sighed. “It's just... when I was apprenticed to my master botanist, he told me you should never try to trim a plant too closely, or plan a garden too exactly. You're not dealing with stone or cloth or metal or gems- you're dealing with living things. You have to leave them some freedom to do their own growing, or you'll cripple them.” Jim blinked his orange eyes. “But that's just what he told me. I don't have any magic. I'm not a goddess or a princess or a queen.”

“It's good advice, I think,” Whistler said. “I'm sure the Queen knows it. How can we second-guess her when she's been so successful?”

“I guess you can't argue with results,” Jim admitted.

“Whistler, of Manehattan!” the sharp voice cut through the air. The two ponies turned their heads to see the guard standing at the open double doors. How much time had passed since he'd called the last name?

“Well,” Whistler said, gathering up her luggage, “wish me luck.”

“Good luck,” Jim said softly. He watched her trot through the antechamber, reach the double doors. The guard nodded, and with a swish of her light purple tail, Whistler vanished through the doors. They shut behind her with a resounding thud.

Jim twiddled his hooves for time beyond counting. He hoped Whistler's audience with the Queen went well. He hoped he would see her again after everything was finished. He had grown to like her, to enjoy her spirit and her enthusiasm. It was something he sorely lacked. Indeed, as more and more ponies were called through the double doors, he found himself growing more and more nervous. The Queen would never accept him. He was clumsy and timid and he had the wrong sort of job, and his failed marriage clearly meant he was awful with ponies, and he could never, ever fit in with the beauty and the perfection of Nocturne.

At last, the only ponies left in the antechamber were him... and the mysterious pony in the black cloak. Again, Jim wondered about it. It wasn't just wearing a cloak, it had constantly kept its head angled so that nopony could see clearly into its hood. It wanted very much to conceal its identity. Yet again, Jim wondered if he should go over and say hello. Yet again, he was defeated by his own reservations.

“Juniper Jim, of Stalliongrad!”

Jim practically jumped out of his skin. He looked down the antechamber. The guard stood at the open doors, his visor completely concealing his face. Trembling, Jim strapped on his saddlebags and tied his rolling suitcase around his rump. He trotted across the hall, broke briefly into a canter, then slowed to a trot when he felt self-conscious. He passed the cloaked pony standing noiselessly in place. He stopped. “Um...” he said. His throat was suddenly dry. “Um, if you'd like to go ahead...”

“Please, go on,” a voice issued from the darkness of the hood. It was a female voice- at least Jim now knew the pony's gender. “I'm still making up my mind what I want to say.”

Jim was a bit surprised. “What you want to say?” he repeated.

The cloaked pony raised her head. Violet eyes flickered in the shadows. “We've met before, the Queen and I.”

“R-really?”

“Juniper Jim, of Stalliongrad!” the guard barked again.

Jim had to stop from rearing up on his hind legs. Forcing himself to be calm, he gave a final nod to the cloaked pony and trotted the rest of the way to the doors. The guard stepped aside, and with a hard swallow, Jim crossed the high threshold. He saw black marble stairs with red carpeting immediately ahead of him. The doors slammed shut in his wake, leaving him no choice but to ascend the stairs. At the top of them, directly ahead, he saw another set of stairs, this one leading down, to another set of tall black doors. Yet that wasn't his intended destination. He turned to the right, facing down a long, tall hallway, buttressed and trimmed in ornate masonry. Guards lined the red carpeting on either side, all clad in that beautiful black armor, all standing perfectly still. At the very end of the hallway, two doors were open in a high arch.

Juniper Jim trotted down the carpet, glancing from side to side, hoping in vain to see a friendly face- but all the guards wore visored helmets, hiding them completely from view. Each step was like pulling a tooth. No turning back!, Jim told his trembling self. He trotted forward, past the guards, through the double doors... and stopped dead in his tracks.

The throne room was huge and beautiful, black stone lined with metalwork, the ceiling lacquered black and set with millions of tiny diamonds to form an echo of the night outside. White windows let in the pale blue light, and to further illuminate the chamber, sickly blue fires burned along the walls at the back of the room. Banners hung from the ceiling, colored crimson, embossed with arcane Equestrian glyphs in silver thread. Yet Jim noticed none of this. What he did notice was the enormous black dragon curled around a raised island of stone at the back of the throne room. Its breathing was deep and slow, and thin tendrils of smoke rose from its large nostrils. Its wings were folded against its long back, while its snout and its tail met just in front of the raised stone. Its eyes were closed. Jim very much wanted to turn and flee-

“Oh, don't mind him,” a sweet voice spoke through the air. It was accented, cultured and refined. “He's quite friendly- and at any rate, he's sound asleep.”

Jim looked up, past the dragon. At the top of the stone, at the summit of large, broad steps, a black metal throne stood. In it sat a grand winged unicorn. She smiled brightly. “Well, come on, now. Come here, let me have a look at you. You're Juniper Jim, yes?”

“Y... y...” Jim felt like he was being strangled.

The winged unicorn inclined her head. “Come now... there's nothing to fear.”

Summoning what little courage he had, Jim trotted forward, towards the throne- towards the dragon. As he did, the great horse opened her enormous wings and sailed off the stairs, landing with a graceful half-step at the foot of the dais. She was jet black, and tall- as tall as Princess Celestia, and similarly built, with long legs and a trim torso. Her horn was as long as Jim's entire body, rising high off her forehead. Her wings were like those of a swan's, and she folded them daintily against her sides. Her forelegs were fitted with white filigree, ivory, and she wore an ivory peytral around her chest and neck. In it was set a very small gem, an amethyst cut in a classic diamond shape. On her head she wore an ivory circlet, which at the front came down in a point which ended at the base of her horn. Her mane was a rich violet color and curled dramatically to the right, forming a great ringlet about her face, with another ringlet swirling around her neck in the back. Her tail was the same shade of violet, and it formed a single large ringlet that spiraled dramatically toward its tip. On her flanks, there were three light blue gems in a triangular pattern set into a cloud of violet shadow.

Finally, Jim stood just in front of her. He looked up into her eyes. She had long, beautiful eyelashes. The eyes themselves were a wonder: the irises were the very same pale, sickly blue as the light which suffused the whole of Nocturne, while her pupils, instead of being round, were narrow black slits- like those of a dragon. It was more than a little unsettling, but when she smiled at him, he felt his fears wash away. “So, you are Juniper Jim, yes?” she asked in that cultured voice.

He nodded. “Y-yes...” it occurred to him that this was the Queen! He hastily dropped to a bow. “My... my Queen.”

“Oh, I'm not your queen yet,” she said. “Please relax. I am Rarity, Queen of the Dark, Ruler of Nocturne.” She motioned with an ivory-covered hoof. “Please, put your baggage aside for a moment. Let me get a good look at you.” Jim took off his saddlebags and shoved his suitcase aside. Rarity stepped to him, her long legs carrying her to him in a few brief steps. She cantered around him with a proud gait, her blue reptilian eyes moving up and down his body. “Hmm...” she murmured when she stopped in front of him. “So, Master Earth Pony, tell me a little about yourself.”

“Well... Your Majesty,” he said, “I'm a florist by trade-”

“Ah, I love flowers, and I love flower arrangements. I think they brighten up any room, don't you? Well, you must, you do arrange flowers for a living.”

“Oh, yes, Your Majesty,” the yellow earth pony nodded.

“Tell me, Juniper Jim, do you like my queendom? What little you've seen of it, anyway?”

“I think...” he summoned his feelings on everything he'd witnessed. “I think it's the most amazing thing I've ever seen.”

“I hope so,” Rarity said. “Nocturne is the culmination of every dream I ever have had. I have striven to create...” she paused dramatically, “a masterpiece. A work of art. You and I are alike in that regard, Master Jim. Even if it is what we are paid to do- even if it's demanded of us- we cannot abide mere work. We must create art in what we do. Yes?”

Jim nodded. “I... I have always tried to make my flowers beautiful.”

“Your flowers, my queendom,” the dark queen said. “All of them beautiful. That is why Nocturne exists. It is a sanctuary for beautiful things.” She lowered her head and smiled. “I sense much beauty in you, Master Jim.”

“Oh, no, Your Majesty,” Jim said, lowering his head and flattening his ears. “I'm not beautiful. There's so much wrong with me. You- you are beautiful, Your Majesty.”

“Indeed I am,” Rarity said with pride. “However, you sell yourself short.” She sighed. “So many ponies do. Poor, unfortunate souls... they live their whole lives convinced they are worthless, convinced they could never shine, convinced they are... ugly. They're wrong. There is a beauty within every pony. I think every pony knows that, deep down- knows they are beautiful. That is why they come to Nocturne. That is why they come to me.” She raised her head and spread her wings. “They come to me, and I make them beautiful, as beautiful without as they are within.” She angled her gleaming blue eyes at him. “Would you like to be beautiful, Juniper Jim?”

Jim gasped. He bowed in reverence, in supplication. “Oh, yes, Queen Rarity! More than anything!”

“Splendid,” Rarity said. She began to circle him again, this time more slowly, and her horn glowed deep purple. “Now, let me see...” she scanned him intently, narrowing her eyes in concentration. “Hmm... you could stand to be a bit taller, I think.” Purple power spun around her horn, and purple power swirled around Jim. His legs grew longer, and he was suddenly five inches taller. “No, that's a bit too tall.” More purple magic, and he shrunk a little, now only three inches taller than originally. “You're a bit of a stout pony- but I like that. You are stout of spirit, so you should be stout of body. But I think you should be a bit less... paunchy, if you'll pardon the jargon.” Magic swirled around his torso, and he lost the belly that had begun to sag between his legs, replaced with a firm, if broad midsection. “That coat... the yellow is a bit glaring, don't you think? Too bold for Nocturne, anyway. What do you feel about a gentler gold?” His fur color grew muted, softer. She began to spin her magic around his mane and tail. “You could do with a trim, too- something short and masculine.” His hair was burned and sliced away, leaving a bobbed tail and a short mane. Rarity had circled all the way around him, coming to his front again. Her horn shimmered one last time, and a mirror appeared in the air. “Well, Master Jim, what do you think?”

Jim gasped. He was taller, firmer, prouder. He was still the pony he had been before... but more so. He hadn't been transformed so much as he had been perfected. “I love it!” he cried happily, rearing back on his newly-lengthened legs. “Thank you, oh, thank you, Queen Rarity!”

The dark queen smiled. “That's what they all say, darling,” she said. “That takes care of your body... what about your spirit?” The mirror vanished, and she stepped close to him. “Is there anything you don't like about yourself on the inside, Juniper Jim?”

“I...” Jim stuttered. “I'm not... I wish I were more...”

“Confident?” Rarity finished with an impish smile. “Lots of ponies wish for that. I can fix it- I can make you proud and tall- but I'll need you to relax. I'll need you to let me into your mind for a moment. Is that all right?”

Jim nodded. “I'm ready, Your Majesty.”

“Then close your eyes...” Jim slid his orange eyes shut. He could feel a soft, gentle presence in his head, a soothing caress, but a strong one. It seemed to grab something deep in his spirit and alter it- sculpting it like potter's clay, shaping it with sturdy hooves. A warm strength floated up through him, filling him with a strange energy he was unused to. He suddenly felt like he could have gone back to Stalliongrad and talked to his wife. Perhaps he could not convince her to come back to him, but he knew he could convince her to let him see his children. He felt like he could take on the world. “How is that?” Rarity asked, and he opened his eyes again. “I tried to be gentle. I didn't want to make you arrogant, just... assertive.”

“I feel...” he paused, and was surprised to find he did not stammer. “I feel much better.”

“I'm so happy to hear that,” the dark queen said. “Of course, all of this is temporary.”

Jim's thoughts came to a screeching halt. “What?”

“Oh, of course,” Rarity said. “Transformation magic of this magnitude cannot be made permanent... unless there is a mutual bond of trust between the caster of the spells and their recipient. Both ponies must have faith in each other.”

“I have complete faith in you, Queen Rarity!” Jim cried instantly.

“I can see that,” Rarity said with a smile. Then her face grew serious. “The trouble is, Juniper Jim... I'm not sure if I have faith in you.” The now-golden earth pony was shocked. “It is quite easy for you to fill out paperwork and sit for a makeover- anypony can do that. But I need more than payment for services rendered. I need your loyalty, Master Jim.” She raised her blue reptilian eyes and looked past him, into the empty space of the throne room. “I need you to understand the purpose of Nocturne, and to dedicate yourself to realizing that purpose.”

“I am ready, My Queen,” he said, his heart racing.

“The Queendom of Nocturne,” Rarity began, “is more than just a country. It is an ideal. It is the belief that ponies can create for themselves a better world: a more beautiful world, a more efficient world, a world of harmony and uninterrupted joy. In a word, Juniper Jim, it is a belief in a perfect world. That is what I need you to devote yourself to. I am not saying to forget Equestria. Nopony here has forgotten Equestria; even I haven't forgotten Equestria. What I ask of you now is to see Equestria for what it is, for what it always should have been: not a culmination, but a beginning. I need you to pledge yourself to moving beyond Equestria with me.” She lowered her head and gave him a charming smile. “In return, I promise you your own private perfection. You have a taste of it now, but it is nothing compared to what awaits. What do you say?”

Jim's mind raced. He thought of the food riots in Manehattan. He thought of his wife's disapproving glare. He thought of all the failure and misery he had experienced in life. He met Rarity's pale blue eyes with his orange ones. “I pledge myself to Nocturne and to you, Queen Rarity!”

“Thank you,” the dark queen said, pleasure evident in her voice. She motioned with her front hoof. “Now, if you would...”

It took Jim a moment to realize what she intended. He lowered to his knees in a bow. “Yes, My Queen.” Instantly, a brilliant ring of white light passed through the air around him, and Jim felt himself settle at a fundamental level.

“It is done,” the Queen of the Dark said. Jim rose to his hooves. “Tomorrow, you will be placed in your employment counseling and issued your personal solosol. For now, when you exit the throne room, please turn right at the end of the hall; the stairs will lead you down to a desk at the Ministry of Housing, where we will work to settle you in your ideal lodgings.” She used her hoof to rub him under his chin. “Welcome to the Queendom of Nocturne, Juniper Jim. Thank you- thank you for having such faith in me and my vision.”

Jim was compelled to bow again. “Thank you, My Queen. Thank you for having faith in me, even when I had no faith in myself.”

“I have faith in everypony, darling,” Rarity said. “It's why I've done everything I've done. Now, be on your way.”

“Yes, My Queen,” Jim said, trotting over to his saddlebags. He had to adjust them to fit his new, leaner flanks. Binding his luggage to his rump, he turned and trotted off, a spring in his step. He couldn't wait to start working, to start moving in, to start living in the magnificent Queendom of Nocturne. He counted himself lucky to have such a wise and wonderful ruler, a ruler who had such a magnificent and beautiful vision. He was truly prepared to help her achieve that vision- no matter what it took.

The doors to the throne room slowly closed, sending a shuddering bang through the enormous chamber. Rarity let out a breath. It was still a struggle to maintain the precise amount of regal bearing for these examinations, however many of them she'd done now. She was much better at it than she used to be. Her enormous black wings opened, and she flew the short jump back up to her throne. She craned her head upward. There was no ceiling in the space above her actual throne, just a tall stone tower that stretched up and up until it opened to the sky. The night was so soothing, so peaceful. She reluctantly tore her gaze from it and used her magic to levitate a packet of papers in front of her eyes. She burned a large circle across the front page with her magic, then rolled it up and teleported it away to the Archives. Then, with a shimmer of dark purple, she summoned the next packet, the last one for today. So many ponies were coming now. She knew she would have to end these one-on-one examinations soon, and it pained her greatly. She loved getting to know her new subjects on a personal level. Still, efficiency demanded a shift to group exams. I shall have to cherish these single interviews while I still can, she concluded, so she raised the packet to her eyes and began to read- but was startled to see that every line and space for answers was completely empty. She rapidly flipped through the pages, but each was like the first: blank. “How-”

Outside the throne room, there was a loud bang. Another followed, then the trembling of hooves on marble. Shouts, muffled through the double doors, reached her ears. Rarity spread her wings and flew across the room in a blur. Touching down, she readied her magic and flung open the doors. Her guards were in a state of severe disarray, charging forward only to be flung back in bursts of white magic. At the center of the commotion, a swirling eye of the storm, a pony in a black cloak danced to and fro. Swirls of the dark cape revealed a lavender coat.

“Halt!” Rarity cried, stepping out of the throne room and narrowing her pale blue eyes. “Surrender at once!”

The cloaked pony bucked a guard away with her back hooves before coming to a stop. She sat back on her haunches, raised her front hooves, and flung back her hood. A lavender unicorn with a dark purple mane, a pink streak running through it, glared at her with violet eyes. “Hello, Rarity.”

“Twilight!” Rarity cried, her anger turning to surprise and delight. “Oh, Twilight, how wonderful to see you!” She looked at the mess the unicorn had made. “You know, if you wanted to drop by, you could have just written the Tourism Ministry.”

“Somehow I had a feeling my letter wouldn't have reached you,” Twilight Sparkle said, striding through the defeated guards. “I didn't want to come and be given a tour. I need to speak to you, Rarity.”

“Of course, darling, of course!” Rarity cooed, trotting forward. She met Twilight and turned, falling into step beside her, draping her wing over the lavender unicorn. “Come, we can talk at once. I'm so happy to see you, I was wondering if you would ever visit!” She looked back over her shoulder. “Gentlecolts, if you will recompose yourselves?” The guards, many of them groaning, began to rise to their hooves as the throne room doors rumbled shut.

“Rarity-” Twilight began.

“Tea?” Rarity said brightly, trotting around to face Twilight from the front. With a shimmer around her horn, a steaming tea kettle appeared, along with two cups. “We grow a wonderful black tea here. It's got rooibos root in it, but it's not red. I've been able to work with some of our chief botanists...”

“Rarity,” Twilight Sparkle said, her voice hard and solemn.

The jet black winged unicorn stopped her chatter. The teacups and kettle vanished. “Yes, Twilight Sparkle?” she said, all the playfulness gone from her voice.

Twilight's horn shimmered. A scroll floated out from the folds of her cloak; she unfurled it and presented it to Rarity, covered in writing and stamped with a wax device of a crescent moon inside a sun. “Princesses Celestia and Luna formally request your surrender of power and privilege.”

“Surrender?” Rarity repeated. “I'm not at war with them, dearest.”

Twilight continued. “If you will agree to disband your country-”

“My queendom, Twilight,” Rarity said, with just a hint of sharpness.

“If you will agree to disband your queendom, release your subjects, dismantle your industrial, administrative, agricultural, and recreational constructs, lift the veil of night around this island, and officially relinquish the authority and the magical power you have employed in the creation of all the preceding, the Princesses of Equestria are prepared to grant you a full pardon for all your wrongdoings, and welcome you back to Equestria as a private citizen.”

“My wrongdoings?” Rarity repeated. “Twilight, I've committed no crimes.”

“You threatened the sovereignty of the Princesses,” the lavender unicorn said firmly.

“I did no such thing!” the dark queen retorted, stomping her hoof on the red carpet. She turned and began to walk back toward her throne. Twilight was forced to follow, having to canter to match the long-legged horse's pace. “Any threat Celestia and Luna saw was a figment of their imaginations. I simply assumed I would be treated with the respect- the deference- that my newfound power warranted. I made no claims of rulership and instigated no rebellion. Recall, Twilight,” she mounted the steps and took her seat on the black metal throne, “they gave me this island to do with as I chose.”

“They gave it to you because they wanted to forestall a civil war,” Twilight Sparkle said. “That's why they haven't formally banned ponies from emigrating.”

“And look what's come of that!” Rarity said brightly. “Ponies come here by the hundreds every single day. It's not my fault Celestia and Luna could not anticipate my own rousing success.”

“Rarity,” Twilight said sharply... but then her expression softened. “Rarity, please stop this. Stop it before it goes too much further.”

“It's gone too far already for me to stop, Twilight,” the dark queen said. “I have offered the ponies of Equestria an opportunity for a new life- for a more beautiful life. It's not my fault if they take that offer, as so many of them have.”

“Rarity, this isn't going to work,” Twilight said. “This place... this... nightclub you've created, it's not sustainable!”

“That's what Luna said eight months ago,” Rarity said, narrowing her blue reptilian eyes. “She gave me prediction after prediction of failure, and I have defied all of them. She said I couldn't grow crops in the darkness; I created foodstuffs that grow perfectly in the night. She said ponies would become depressed without the sun; I created the solosols to give everypony sunlight whenever they desire it. She said I could not create an economy on a barren island; I have overseen the rise of thriving manufacturing, textile, and distilling industries, and above all else a garment industry the envy of the world.” She fluttered her eyelashes. “I'm particularly proud of the last one, as you might guess.”

“But...” Twilight was silent for a moment, looking at the ground. “Why? No- I know why. I know what's made you act this way, and the Princesses can help you overcome that, too.”

“They've given me all the help I need already,” Rarity said. “I need nothing else from them- I have the power to obtain anything more on my own.”

“The Nightmare,” Twilight Sparkle said sharply. “Rarity, I don't know what it's telling you, what it's making you think. You're clearly not too far gone- so please listen to me. Let Princess Celestia help you. Let her help you rid yourself of the Nightmare before it completely consumes you!”

“Consumes me?” Rarity repeated. She looked curiously at Twilight. “Is that what you think?” Her voice hardened. “You think me some helpless damsel in the clutches of the horrible monster? That I sit in chains, a slave to dark power beyond my comprehension?” She sniffed. “I see.” She very slightly turned her head, her eyes angling back as if to look at something. “Dearest, I need to speak to Twilight alone- all alone. Would you mind?”

For a moment, nothing happened. Then there was a shifting, swirling sound, loud in the silence of the throne room. Rarity's jet black coat began to melt, then it began to flow- oozing and running, losing all sense of pony shape, becoming a mass of thick darkness that spilled over the seat of the throne and poured down the steps. Shapes rose from the ooze: a long neck ending in a graceful horse's head, slimy wings that briefly fluttered, puddles vaguely resembling legs. Like tar, the blackness slithered down the last of the steps, then sloshed to the left, curving around the sleeping black dragon. It reached the wall of the throne room and squished itself underneath it, sliding between the tiniest of cracks until it was completely out of sight.

Twilight Sparkle tore her gaze from the departing slime and looked back at the throne. On it sat a white unicorn exactly her size, looking very small in the large seat. Rarity was now a normal unicorn pony, albeit a very beautiful one... and excepting her eyes. Those were still sickly blue with narrow black lines for pupils. The now-white unicorn turned up her nose. “You were saying, darling?”

Twilight drew back in sudden surprise. “Wait- but- how?”

“You said you came to save me from the Nightmare,” Rarity said. “I'm sorry to disappoint you, Twilight Sparkle, but I'm in no need of rescue. The Nightmare is not my captor- it's my ally. We have a mutual state of affairs that works very well. I give it form, structure, and a source of magic. It, in turn, gives me the power I now wield- the power I've always wanted.” She glanced to the side. “It didn't catch me- I found it, that fateful day in the Everfree Forest. I found it, and I took it, and I haven't regretted it in the slightest.”

“It's controlling you, Rarity!” the lavender unicorn said. “It's poisoned your mind!”

“No!” Rarity snapped. “If it could do that, it would have the first time I absorbed it. Everything I've done, I have done, I and I alone. If you're looking to blame somepony for a state of affairs that displeases you,” Rarity put a hoof on her chest, “she sits before you.”

“But... I...” Twilight drew back, utterly flabbergasted. She had never anticipated this. “I don't understand...”

Rarity sighed. “You really don't know me at all, do you?”

“I know you're my friend, Rarity,” Twilight said, trying to regain control of the conversation. “I know you would never turn to dark magic for any reason. I know... I know you're an amazing artist-”

“A designer, Twilight,” Rarity said, stepping off the throne. She descended the stairs, taking them carefully; she seemed unsteady on her shorter legs. “I am and always have been a designer. From my earliest days, I sketched and scribbled and dreamed of things, not as they were, but as I thought they should be.” Reaching the bottom of the steps, she advanced on Twilight, compelling the other pony to retreat. “Do you think I've confined my design work to dresses? No, dear Twilight- not in the least. Do you know how many times I've seen a building, shoddily constructed, and thought I could do better? Do you know how often I've navigated the streets of Hoofington, congested from poor urban planning, and thought I could do better?” She narrowed her reptilian eyes. “Do you know how often I've watched our bumbling mayor lurch from one crisis to the next and thought- known I could do better? I've seen mistake piled on top of mistake, error compounded with error, and it's made me sick more times than I can count!” She laughed. “But what could I ever hope to do about it? Nopony would elect me to any office, nopony would take me seriously, and even if I were to become a mayor or even a minister, I could only hope to tinker around the edges of things. I could help at the margins, help mitigate the errors, but it would never be enough. What I dreamed of was a complete design- a new beginning, and that was something I could never hope to achieve... until I found the Nightmare.” She stomped her hoof on the floor three times. The black tar oozed from the distant crack and slithered across the marble, racing toward them. Twilight lept away as it drew close. It snaked up Rarity's legs and covered her body, where it stretched and twisted and warped. Covered in black, Rarity's legs lengthened, her body grew, her mane and tail expanded. Wings sprouted at her sides. Her horn lengthened impressively. Finally, she was the same large winged unicorn she had been before, when Twilight had first arrived. Her horn shimmered, and her ivory jewelry appeared on her body. “The Nightmare has given me the power to create what I've always dreamed of: a better world.” She smiled. “Twilight... join me. You're brilliant, you're creative, you're a genius at organizing. Nocturne would flourish even more with you to help guide it. I can give you a role in shaping the future, a role you could never have under Celestia. We can make a more perfect world together- as friends.”

Twilight Sparkle stared in shock at the dark queen. “I...” her face twisted in anger. “You're right, Rarity, I really don't know you. I never knew you were such a megalomaniac! I never knew you were so power hungry!” She turned on her heels. “You have the Princesses' offer- take it or leave it! Goodbye, Rarity!” She galloped for the doors.

With a flap of her great wings, Rarity sailed to Twilight's side, then got ahead of her, landing in front of her, cutting her off. “Twilight, Twilight, please!” she pleaded. “I don't want you to leave angry at me!” She smiled hopefully. “I still consider you my friend. If you're not comfortable here... I understand. But please...”

“I'm not sure if you're my friend,” the lavender unicorn said. “I don't...” her violet eyes wavered.

“Please, Twilight,” Rarity said, settling back on her haunches. “You must believe me when I say that I'm doing this for the greater good.”

“I...” Twilight lowered her gaze. “You may think you are, Rarity, but my heart says you're wrong. This is wrong. All of this is wrong.”

“Have you even seen the place?” Rarity asked. “Is this your first time in Nocturne?”

“Well, yes...”

“Then have a look around- I insist!” Rarity said brightly. Her horn shimmered, and a silver band of metal appeared on Twilight's front leg. “That will get you free access to every shop and club and park in Umber- and free drinks at every bar, if you're so inclined.” She smiled. “I can even arrange for you to stay the night.”

“No... that's all right,” Twilight shook her head. She looked carefully at the silver band. “But... I guess it wouldn't hurt to look around.”

“Please, please, please do,” Rarity pleaded. “I would show you around myself, but I've got royal business to attend to. Running a country is harder than I thought! I'll be out and about in the city a little later, though, so depending on how long you stay, we may still run into each other.” The two of them walked out of the throne room and down the long hall. “Twilight, please don't think ill of me. I mean it: you're my friend. I want you to remain my friend.”

They paused where the two exits branched off down the two sets of stairs. Twilight finally said, “Actually... do you know where Spike is? I was kind of hoping to see him.”

“Oh,” Rarity began, “well, you saw him. As you could tell, he's asleep right now...”

“When did I-” Twilight's eyes widened. “What did you do to him?!”

“Nothing he didn't want me to do, darling,” the dark queen said. “I did the same thing to Spike that I've done to every pony who has given me their loyalty: I perfected him. And he's never been happier.” She glanced back through the open doors of the throne room. “I can wake him, if you'd like.”

“No... no, I don't want to disturb him,” Twilight murmured. She sniffled, trying to hold back her tears. “What about Rainbow Dash?”

“She's out and about,” Rarity said nonchalantly. “You know Dash. Even I can't keep track of her. You're better off looking for her in the city than waiting for her to show up here. Are you sure you don't want to stay the night?”

“No, I'd better not,” the lavender unicorn said, her voice very small and quiet. “The Princesses will be wanting to hear your reply. Shall I tell them you've declined their offer?”

“With reluctance, but yes,” Rarity said. “But give them a message from me: they are free to visit Nocturne at any time for state business. If they feel relations between Nocturne and Equestria are strained, I am happy take whatever steps are necessary to mend them. I don't wish for trouble.”

“I'll... I'll have to take you at your word,” Twilight said. “Goodbye, Rarity. It was... nice to see you again, I suppose.”

“Goodbye, Twilight Sparkle,” Rarity said with a nod. Then she chuckled. “You're going the wrong way.” Twilight had started for the left staircase. She smiled, nodded, and turned, headed for the right staircase. With a final glance over her shoulder, the lavender unicorn passed through the archway and out of sight.

Giving her friend a parting nod, Rarity rose to her hooves and trotted back through the hallway. She breathed in deeply, relishing the clean, sweet taste of the air. It wasn't scented, but neither was it dry- it simply smelt of cleanliness. Like everything else in Nocturne, it had been carefully considered, thoroughly tested, and exhaustively applied. Even the smallest of details had been given ample thought, and Rarity had relished it. Her perfect country, just as she had always dreamed. Everything precisely and cleanly ordered, everything arranged according to her designs, from the wheeling of the stars to the growing of the grass to the proper recipe for a Manehattan served in every single club-

She came to a sharp halt. She had been looking from side to side, and her pale blue eyes were fixed on one of the guards standing at attention along the red carpet. He stood completely still, unfazed as she approached. “You,” she said, her voice growing hard. “Your name, soldier.”

“Hardhat, Your Majesty,” the guard said, and his voice betrayed a hint of trembling.

“Well, Master Hardhat,” Rarity began, her voice sickly sweet, “what is that?” She pointed her hoof at his front.

“Beg pardon, My Queen?” he asked, the tremble growing in his voice. “I don't... I don't underst-”

“That,” she snarled, and her horn shimmered. A mirror appeared in front of Hardhat, and she drew a glowing circle upon the glass. It highlighted the reflection of the soldier's jet black peytral- and the greasy smudge that glistened upon it. “That stain.”

“O-oh, that,” Hardhat muttered. He backed up a pace. “Well... My Queen, I slept a bit late this morning, and I was out late last night... I didn't have time to polish-”

“Then you should have come in late,” Rarity looked down her nose at him. The mirror vanished, and lightning crackled around her horn. “You should have come in late and explained your tardiness. I would have understood.” A lightning bolt struck the ground near Hardhat, causing him to leap back. “You are a representation of Nocturne- of my vision. You are a reflection of my will.” Lightning blasted the marble near Hardhat again. He slipped and fell to the floor. “And I-”

A thin line of lightning struck the guard.

“demand-”

Another lightning bolt sizzled across his armor.

“perfection.” A third lightning bolt struck Hardhat. He was gasping for breath, sparks crackling over his black armor. Rarity raised her eyebrows languidly at the twitching pony. Her horn shimmered dark purple, and she cast a powerful healing spell, curing all the damage the lightning had done to the pony. “Now, please return to your quarters, polish your armor until it shines, and report back here.”

“Y... yes,” he stammered, rising slowly to his hooves. “Yes, My Queen! At once!”

“And next time,” Rarity said coldly, “remember- perfection.” Her pupils narrowed to the thinnest of slits.

“Yes, My Queen!” Hardhat cried, bowing low. Then he rose to his hooves and galloped off as though the Pale Pony of Death were on his heels.

Rarity sighed. She hated having to discipline anypony, but there was absolutely no excuse for sloppiness of appearance, especially in her own royal guard. The price of perfection was constant vigilance- and a nonexistent tolerance for error. Trotting back through the doors, she shook her head, willing the disturbing incident from her mind. Ascending the steps of her throne, she used her magic to summon a clock. The hands showed exactly seven o'clock. Making the clock vanish, Rarity looked up into the night sky. Any moment now...

A blur of many colors shot out of the sky. It banked around the stone rim of the tower, then began to spiral downward, opening its wings wide and soaring on the night air. Just above Rarity's throne, it did a hard twist, pulling out of its dive and flapping its wings to come to a hover. Gently, elegantly, it touched down on the marble platform beside the throne. It was a pegasus pony, short and leanly built with powerful wings. She wore a thin, sturdy jumpsuit of fittingly nocturnal colors: the body was dark purple, while the lower legs and the neck and head were jet black. The black sections were separated from the purple sections by jagged golden lightning bolts. A trio of gemstones was emblazoned on either side of the flanks. The pegasus wore golden goggles, sharply pointed, around her eyes. Protruding from her back through holes in the jumpsuit, her wings were sky-blue, and a sky-blue muzzled stuck out from her mask. Her mane and tail, whipped wild by the wind, were striped all the colors of the rainbow.

Rarity raised her eyebrows. “Your report, Captain?”

The pegasus bowed low. “No more agitation than is typical, My Queen,” she said in a scratchy voice. Rising from her bow, she pulled up her goggles, revealing a pair of rose-colored eyes. She cracked a smile. Rarity smiled as well. The two of them began to giggle, breaking out into full laughs. “Do I have to do that every time?” Rainbow Dash said.

“Sorry, Dash,” Rarity said brightly, “but we must maintain protocol. You're the Captain of the Shadowbolts, the foremost of my officers. You must set the standard of behavior for all the rest of the military, at least when we conduct formal business.”

“Yeah, yeah,” Dash muttered. “So how'd the interviews go?”

“As good as always,” Rarity said. “It's just so nice to see them come in here worried and depressed, then leave feeling like a million bits. I do so love helping ponies, Dash.”

“Don't I know it,” the sky-blue pegasus remarked. Then she started. “Hey- that pony I saw leaving... was that Twilight?”

“Indeed it was,” the dark queen said.

“Did... did she mention me?” Dash asked.

“Oh, a bit,” Rarity said. “Not at any great length, though.”

“Oh,” Dash said, slumping. She shook her head to banish her disappointment. “So what did she want?”

“The same thing Applejack wanted,” Rarity said. “Trying to get me to come home. Though Twilight brought an offer of pardon from the Princesses with her.”

“I'm surprised Celestia or Luna haven't come out here themselves and told you to stop,” Dash said.

“I don't think they take me seriously enough,” Rarity remarked. “They think I'm just playing house out here. They think I have no ambitions beyond this island.” She smiled with no small wickedness. “I think it's time to disabuse them of that notion. Are the sleeper cells in Manehattan ready?”

“Ready and willing,” Dash said. “More than that, the city is ready. The food shortages you engineered have everypony at each others' throats. They've given up on Celestia's help. They'll welcome you with open hooves.”

“Just as planned,” Rarity said with a grin. There was one respect in which Nocturne was not perfect: it was too small. With new ponies arriving every day, the island was quickly growing crowded. It was time to begin an expansionary policy, and what better place to start than the bustling metropolis just across the bay? Manehattan was practically nocturnal as it was, with its legendary nightlife. “That takes care of our short-term ambitions. As to our medium-term ones...” Her horn shimmered dark purple. A large feather appeared in the air next to the black dragon's head. Floating down, it found the slit of his ear and began to brush against it, tickling the scales. “Spike?” Rarity said sweetly. “Spike, please wake up.” The feather tickled more insistently. A massive snort made the throne room tremble. Enormous green eyes slowly opened, and the black dragon raised its huge head. Its wings flexed, briefly revealing purple interior membrane. Rarity smiled at the great beast. “Spike, darling, I'm so sorry to disturb your slumber- I know you must be so tired- but I need to know how your trip went.”

Spike yawned, revealing a huge mouth lined with enormous sharp teeth. Rarity and Rainbow Dash both winced at the dragon's breath. “I spoke with Ancalagon,” he said, his voice a great rumble. “He agrees to your terms, and consents to split the country with you, down the middle north-to-south. As per your plan, he will wait for you to make the first move.”

“Splendid!” Rarity cried, clopping her hooves on the marble in delight. Winning the allegiance of the dragon empire meant her designs could proceed. Of course, Ancalagon would eventually betray her- but she had already planned for this. She had planned for a great many things. Really, plotting and scheming was so simple. All you had to do was pay attention to details. “Someday,” the Queen of the Dark murmured, “Twilight will understand. She'll realize this was for the best.”

Outside the walls of the palace, Umber pulsed to the beat.

END