When the Moon's Reaching Out to the Stars

by MagnetBolt

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Alternate Universe, Main 6, Nightmare Moon, Adventure
Length: 45405

The Elements of Harmony failed. Twilight Sparkle was unable to activate their power, and the sixth never even appeared. It is her greatest failure, and the doom of all Equestria. Plunged into an endless night, she must stop Nightmare Moon.

The Elements of Harmony failed. Twilight Sparkle was unable to activate their power, and the sixth never even appeared. It is her greatest failure, and the doom of all Equestria. Plunged into an endless night, she has to find a way to stop Nightmare Moon.

Her research is getting her nowhere, though, until she has a visit from a stranger in a dream, who grants her the power to face down the Nightmare. But is it enough, with the Elements lost?

Borrows themes and ideas from Persona and other places, but isn't a direct crossover with any of them.

Big thanks to Guardian of Brittania and Acarcion for help with editing!

Published 2014-09-12 03:30:08 UTC
Last updated 2014-12-06 02:04:27 UTC

Chapter 2: Mare Marginis

Twilight bit into the hardtack absently, chewing with loud crunching sounds as she worked the rations down from the consistency of a brick to something more like gravel. She had to drink almost a whole glass of water with every mouthful of biscuit just to get it down, though she wasn't sure if it was expired or if that was just how they were supposed to be even when fresh. Stories from Shining Armor made her suspect the latter.

What actually occupied her attention in the dim light of the library was the book she was reading. She had largely left the section on pseudosciences like homeopathic medicine, acupuncture, and particle physics untouched since she'd started her research on a way to defeat Nightmare Moon, however she had taken a few books on lucid dreaming to try and help with the bad dreams she'd been having.

She'd re-read those, though she doubted she'd get anything new out of them. If nothing else, she had mastered lucid dreaming. After kicking the fragment of Nightmare Moon out of her dream, she had been able to change the dream as she wanted. She'd had so many restless nights after the eternal night had fallen that she just wanted something simple and peaceful. Twilight was a little ashamed to admit that she'd spent the entire dream sitting next to an illusion of Princess Celestia in silence, hoping to take some comfort from it.

The worst part of it was that she couldn't quite remember the finer details of the Princess' features. She could remember exactly how large the sun was in the sky, the exact shape of an idealized oak leaf, the color of the wildflowers in the grass, but not her mentor's face. Twilight had never been good with names or faces, but this one time, not knowing what Celestia looked like well enough to picture it clearly was enough to almost drive her to tears.

It was supposed to be a calming dream, but it had just reminded her of how long it had been since she'd seen the sun.

The book held in her magic was an easy distraction from that. Books had always been able to capture Twilight's attention. She could more easily remember the words on the page of an obscure tome of lore than little things like the names of her classmates or the ponies she'd briefly met in town.

"Dream Constructs! Exactly what I was looking for," she muttered. It was the same thing Nightmare Moon had said. "Good old Professor Somnium. At least somepony had the foresight to write a book that I might actually need."

She coughed and started reading aloud, as was her habit whenever she found something relevant in a book. "It is difficult to say if a dream construct should be considered alive or not. All ponies have the instinctive ability to create them, and they populate dreams and imaginations as the actors around the dreamer.

"The first type of dream construct is just that, merely an actor, little more than a passing thought and living and dying like a mayfly.

"The second type of dream construct is another familiar form, the imaginary friend. Foals are particularly adept at this, actively building up the construct, imagining it fully formed and acting on its own instead of following a script. Most of these dream constructs persist for far longer than the first type."

"What, like Smarty Pants?" Spike asked. Twilight's cheeks turned red.

"That's different! She's a plush toy and a gift with deep sentimental value! She's not an imaginary friend because she's real." She started to get a good pout worked up.

"If you say so, Twilight."

"As I was saying, there is a third type of dream construct. Where the imaginary friend is the rough work of a child, little more than a sketch of a personality, this type of construct is a fully-formed intelligence that is usually the work of great effort and meditation. They exist within the subconscious and often have desires and thoughts that do not belong to their creator, but stem from their own consciousness. Spike, do you know what this means?!"

"That you're taking a dream way too seriously?" Spike asked, yawning.

"No, it means I could have been reading two books at once all along! If I'd known about this I could have doubled my productivity." She paused. "And it means that whatever magic that strange pony used on me, it created a dream construct almost instantly."

Spike stood up, looking at Twilight skeptically. She frowned and pushed the book towards him.

"It's right here in black and white!"

"Twilight, you almost had that section of the library burned for being, and I quote, 'full of lies and nonsense that don't belong in the flawless world of the Dartmoor Decimal System'."

"I might have been overreacting," Twilight muttered darkly. "But I still maintain that there's no such thing as humans."

"Didn't somepony say that to you about Nightmare Moon?"

"The difference, Spike, is that I am a scholar and did my research. And I was clearly right, as you can tell by the endless night!"

"I guess you do have a point there," Spike admitted, shrugging. Twilight smiled at her victory.

"Now, I just need to test a few things..." She closed her eyes and focused. She could feel it inside her, something lurking in the wellspring of magic deep inside her, like her magic wanted to take a shape of its own instead of being formless and free.

Eventide rose out of the long shadow Twilight cast, hovering silently in the library, as ghostly and unreal as it had been in her dream.

That was why Twilight knew it hadn't just been a dream, because she was still there. That or she was going completely crazy. It was definitely a possibility.

"Spike, you're sure you don't see anything? I'm looking right at her." Twilight asked, looking at the masked phantom.

"I see you staring at the wall," Spike noted.

"She's right there, though, and there's a lot of magical potential stored inside her. Maybe..." Twilight bit her lip. "Maybe only I can see her after all. It's going to make it a lot harder to convince other ponies I have a plan to defeat Nightmare Moon."

"Twilight, you don't really have a plan. You have a checklist and one of the items is 'make a plan to defeat Nightmare Moon.' You have like, ten percent of a plan at most." He left unsaid that it was give or take twenty percent, depending on how crazy Twilight was. That she might have a negative amount of planning done was a worry she couldn't deal with right now.

"The important thing is I have a method. Once I figure out how to apply-" Twilight was cut off by a quiet knock at the window.

"What's that?" Spike asked, curious. He started walking towards it.

"No, stop!" Twilight grabbed him with magic, pulling him to her and jumping on him to hold him down. "Don't move! I was told that the Nightmare was going to start coming after me! That could be her out there!"

"...You think that an evil tyrant with incredible dark magic powers is outside," Spike asked, quietly.

Twilight nodded quickly. "Of course she is! I'm clearly the most important thing she'd have to deal with right now!"

"And you think she's out there, knocking politely at the window?"

"I-" Twilight stopped. "Well... she has fangs. Maybe she's a-" Twilight gasped. "Of course! She wants eternal night! The fangs! The evil powers! It all makes sense! Nightmare Moon must be-"

"Twilight you told me years ago that vamponies don't exist."

Twilight frowned. "It's possible!"

"You're being extra crazy today, Twilight. It's probably a bird or something." Spike squirmed out from under Twilight and walked over to the window. Twilight squeaked in panic and ducked behind a bulwark of books, trusting that the Complete Unabridged Dictionary of Modern Equestrian (with the new three-volume set on Ancient Equestrian and the seven-volume expansion on the history of the language) would be able to protect her against any attack. She knew for a fact that it could survive even a stray lightning spell cast by a very powerful unicorn filly who was experimenting with combat magic against the orders of her mentor.

Spike opened the window, and looked outside into the gloom. It took a moment for him to spot the one who had knocked.

"Um, excuse me... I apologize for being so rude..." The butter-yellow pegasus was slumped outside the window, looking up anxiously. "C-could I come inside?"

"Oh, um..." Spike looked back at where Twilight was (very poorly) hidden, her tail up in the air as she cowered. "Yeah, sure. Come on in."

Fluttershy almost-silently flew inside, barely staying in the air. She was rail-thin, not just lean like the average pegasus, but just skin and bones.

"Twilight, it's not Nightmare Moon," Spike said, as the pegasus landed heavily, dropping the last few inches to the ground and breathing heavily.

"It's not?" Twilight stood up, surprised. "Oh, it's, um... Butterflies?" She glanced at the mare's cutie mark. That seemed right. Names almost always matched cutie marks.

"Fluttershy," the mare corrected. Twilight winced. Still, close enough.

"Right, sorry. Did you need to borrow a book?" Twilight winced again. "Stupid question. Of course you needed to borrow a book! That's why ponies come to libraries!" She laughed awkwardly.

"Um... no, I was just..." Fluttershy pawed at the ground with a hoof. "I guess I could use something to read. I don't have a lot of time for it, but..." she trailed off, not sure how to continue.

"Not a lot of time?" Twilight tilted her head. "Why not? Everypony should make time for books."

"I just have to spend a lot of time looking for food for the animals," Fluttershy explained quietly. "I used to be able to just go into the forest and get acorns and tree bark, but it's getting too dangerous."

"You know I have a few books on edible wild plants," Twilight said, tossing a stack aside - carefully - as she looked for it. "Sorry things are such a mess. I wasn't expecting anypony to come over. I forgot this is really a public building."

"It's fine," Fluttershy said, walking unsteadily over to one of the tables and sitting. Twilight tried not to let her eyes twitch as the pegasus sat on Magical Beasts and How To Cook Them: A Griffon Guide to Barbeque. It wasn't a first edition, after all. Princess Celestia wouldn't be happy, wherever she was, if Twilight caused a pony to combust because they damaged a book. Again.

“Do you want any tea or...” Twilight grimaced as she looked at her food. She had plenty, she just didn't want to eat any of it. “Hardtack?”

“Some of both would be lovely,” Fluttershy said, smiling.

“Spike, put a kettle on the fire,” Twilight yelled, unnecessarily. The young dragon had already filled it and hung it where the flames would heat it. Spike and Fluttershy shared a look, Spike rolling his eyes and Fluttershy smiling gently and holding back a laugh.

“He seems very helpful,” Fluttershy sighed, wistfully. “I wish...”

“Hm?” Twilight asked, standing up with three books clutched in her magic. Her mane was definitely coming undone now, stray locks giving it a frazzled appearance.

“Oh, nothing,” Fluttershy whispered. Twilight grunted and put the books on the table.

“These books should help. They have information on just about every edible plant from here to the Griffon Kingdoms.” Twilight sighed and sat across from Fluttershy, grabbing her book and getting back to it, trying to ignore the distraction at the other end of the table. Not that a round table had ends.

The library was almost silent for a while. Spike politely poured Fluttershy's tea when Twilight completely forgot to do it. She dipped the hardtack into the tea to avoid shattering her teeth on the tough cracker. The only sound for a time was Twilight turning pages in her book. As she got to the past page, searching the bibliography for a sign of what she should turn to next for help.

Twilight sighed and put the finished book down. There was a pony sitting across from her. It took her a few moments of confusion to remember that she'd already dealt with her. She still had a teacup, though it was empty, and was paging through a book slowly.

Twilight frowned. Usually when she had to deal with someone bothering her at the library she just had to appease them with some basic politeness, then get back to what she was doing, and when she finished they'd have gone to do whatever it was that less well-read ponies did with their time.

“You're still here,” Twilight blurted out, her mouth moving faster than her brain.

“Oh, I was, um... caught up reading this.” Fluttershy looked away from the book she had been reading.

“You can take it home,” Twilight pointed out, gesturing at the book. “There's no real library card system or anything as far as I can tell. Just sign the ledger on the way out so I know you have them.” She muttered the next part. “If the world doesn't end maybe I'll remind you to return them at some point.”

“The truth is...” Fluttershy shivered, her wings shifting on her back uneasily. “I'm sort of... afraid to go home.”

“Afraid.” Twilight repeated, her tone flat.

“I live out near Whitetail Woods and... ever since the- the night happened, it's been getting more dangerous. Sometimes I hear things prowling around and all I can do is hide inside until they go away!” Fluttershy looked up with tears in her eyes. “I tried talking to them but I don't think they can understand me!”

“Animals... usually don't,” Twilight said, slowly, like she was speaking to a foal.

“My special talent is talking to animals,” Fluttershy said, more firmly. “It's why I care for- try to care for them.” She looked down. “I just want them to be happy.”

Twilight looked around. This was getting awkward. “What if I... walked you home? These books are pretty heavy anyway, so I'm sure it'd be easier to share the load.” She'd rather get back to doing research, but she'd never manage that unless she got the pegasus out of her mane first.

“You'd do that?” Fluttershy smiled, her eyes wide. “T-that would be very nice of you.”

“Sure, why not. Spike keeps saying I need to get some fresh air.” He was of course wrong. The freshest air of all was the scent of an old, well-preserved tome, that precious old book smell that always managed to remind Twilight of being back home in Canterlot.

***

A few miles down the road, and Twilight was grumbling under her breath and considering telling the mare she was close enough and teleporting back to the library. Why did she live so far out of town? Actually, that was a good question.

“Why do you live so far out of town?” Twilight asked, as she shifted the saddlebags on her back. She'd offered to carry the books herself after realizing the pegasus would only slow her down. The tea and food had revived her a little, but she was still out of sorts.

“I have to,” Fluttershy said, quietly. She was watching the edges of the path, where trees loomed here and there in the dim light of the stars and crescent moon. Ironically, since the Endless Night had started with a full moon, it was slowly waning even as Nightmare Moon's power seemed to grow. “A lot of animals who need help won't come close to town, and... I like being alone, sometimes.”

“Not that you're really alone with all of those animal friends, right?” Twilight smiled a little.

“Wait!” Fluttershy hissed, grabbing Twilight's shoulder. “Did you hear that?” She hid behind the unicorn. Twilight's ears flattened as she looked around at the gloom.

“I think it was just the wind,” Twilight whispered. The leaves rustled again, and she felt her coat start to stand on end. It wasn't the wind. A twig snapped.

Twilight screamed and fired a bolt of wild magical energy into the dark. It bounced from a tree trunk, sending a spray of bark into the air and illuminating a shadowy shape for a moment, something shapeless and awful, like a rubbery sheet of darkness stretched over something with unnatural proportions, the only thing clearly visible in that instant an empty, toothless grin.

Surprisingly, Twilight found that she could, in fact, scream louder. She had the presence of mind to grab Fluttershy with her magic, though part of her considered just leaving the pegasus behind to keep the monster busy. She'd feel awful about it, of course, but she'd feel even more awful if she was being digested by some kind of horrible monster in the woods.

Fortunately for Fluttershy, they left the crashing sounds in the woods far behind them in short order thanks to Twilight's amazing ability to sprint while terrified. Even more fortunately, it was only then, as they were out of danger, that the pragmatic part of Twilight's mind finished fully justifying leaving Fluttershy behind to get eaten. Of course now it was too late to leave her, and Twilight wasn't going to go back just to try and find the monster so she could do the logical thing and have it eat the stranger so she could get away. It would have been counter-productive.

“I think maybe I see why you were afraid to come out here alone,” Twilight admitted.

“I-it's getting really dangerous,” Fluttershy admitted, shaking with fear. “I- you saved my life!” She grabbed Twilight and hugged her. Twilight froze. She had never, ever, been good with physical contact. Where was she supposed to put her hooves? Worse, Fluttershy was a pegasus. Unicorns had customs about touching horns (which a polite lady did not do in public) – did pegasai have something similar about their wings? What if she accidentally sexually harassed her? What if that was what the mare wanted? Twilight wasn't even sure if she liked mares and wasn't particularly interested in finding out now.

“It was no big deal,” Twilight said, gently stepping away from the hug. “Is your home close?”

Fluttershy pointed further along the path. Twilight turned up the power on her light spell, shining it ahead to where the dark, looming trees thinned out to a clearing.

Fluttershy's home had probably been beautiful once. Now, though, the windows were boarded up, the once-beautiful garden was stripped of anything edible and the rest left to die, and a pallor hung over the place. A scent like rotting fruit hung over the cabin, giving the desolate place an aura of decay and disrepair.

"Have you thought about maybe moving into town?" Twilight asked, quietly. "It's too dangerous out here. That thing in the woods-" she shuddered.

"Rainbow asked me that too," Fluttershy whispered, looking down. "She even offered to let me move in with her. But most of the animals I take care of can't fly. I'd have to abandon them, and I just can't do that."

"I guess I understand," Twilight offered. "I mean, if something happened I couldn't just leave Spike." As she helped Fluttershy to her home, she tripped on something lying in the road.

"Be careful," Fluttershy muttered. "If you get hurt it would be even harder to get away from here."

"I definitely don't want to end up with a broken leg," Twilight agreed. "But who just leaves a..." she picked it up with her magic. "A shovel just lying in the road?"

"I guess I forgot to put it away. I meant to do it before I left, but... I wasn't thinking clearly," Fluttershy whispered. Twilight looked past the road and to the garden, where a row of neat holes had been dug and filled in.

"I- are these...?" Twilight paled.

"I've been doing everything I can," Fluttershy said, an edge to her voice. "Some of them just get so depressed they stop eating, or they can't survive on what little I have for them, or one of the things in the woods gets to them..." She stomped a hoof. "I can't even- I try to respect them and as soon as I turn my back, something digs them up and- and-" Fluttershy shivered, wiping her eyes.

"That's really... awful," Twilight said, biting her lip, looking around. An abandoned chicken coop, the fencing torn apart. Birdhouses that were empty or broken. And all those little holes in the ground with recently overturned earth and the faint scent of rot on the night air.

"I'm sorry for troubling you," Fluttershy said, hesitating at the door. First she'd been afraid to leave, now she almost seemed afraid to go inside.

"Is... there anything else I can do?" Twilight hesitated, not sure if she should leave or not.

"No," Fluttershy mumbled. "I'm sorry for dragging you out here. I don't want to be a burden."

"Oh no, it's nothing," Twilight laughed nervously. "If you do need anything, um, the library is always open."

Fluttershy turned to look at Twilight, with an expression like she was just about to say something. Twilight watched as she lost her nerve and looked down, nodding silently. The pegasus pushed the door open, an empty cage that had been propped up against the door falling over. Without another word, she walked inside, shutting the door softly, the loudest sound in the little grove a series of clicks as locks fell into place.

***

Twilight frowned and turned the book she was holding sideways. A panel folded out of the page, and the unicorn's face turned bright red as she realized what she was looking at.

There was a knock at the window, rapid and strong. Twilight made a squeaking sound and threw the book to the side.

"I wasn't looking at anything!" She screamed, her face turning the same pink as her magic.

"Wow, overreacting much?" Spike asked. He walked over to pick up the book she'd thrown, opening it to the fold-out page.

"No, Spike! That's not for foals!"

"...Twilight, this is a diagram of how to draw magical seals,"

“And they're very dangerous! So foals shouldn't do it!” Twilight snapped, grabbing the book with her magic and slamming it shut, before carefully putting it in her private reading pile to look at after Spike had gone to sleep.

“Whatever,” Spike sighed. “I'm going to get the window.”

“It's probably Buttershy again,” Twilight said, opening a new tome. “I guess she was smart and took my advice about getting away from that shack of hers. It was really run down.”

“Her name is Fluttershy,” said an obviously annoyed pony with a scratchy voice. Twilight turned to look. “You know about magic, right?!”

“I'm Princess Celestia's personal student and-”

“Great! I don't have time to explain! There's magic stuff and I need a magic pony!” Rainbow Dash glanced back at the window. “Sorry about this. Just hang on tight.”

“Hang on to whaaaaAAAAAAAAA!!!” Twilight screamed as Dash flew over and grabbed her, speeding out of the window at a velocity usually reserved for projectile weapons, rumors, and grad students researching Nazca's Arcane Explosion Array. If Twilight was lucky she wouldn't end up like the grad students, who usually discovered amazingly novel ways to get a solid to energetically turn into a gas.

***

Twilight groaned as she was deposited face-first into the ground at was was thankfully a rather low speed. She barely had a concussion at all. She'd stopped screaming halfway over, too. Not because she'd calmed down, but because she'd run out of breath and the rushing ice-cold wind made it hard to breathe. When the unicorn finally managed the strength to look up, she saw she was somewhere very familiar. Well, not very familiar. But she recognized it.

“This is Flutterbye's house,” Twilight said, looking around and getting the pegasus' name wrong yet again. “I was just here a little while ago. I read two books, average five hundred pages each... about four hours ago.”

“Yeah, well, was it like this when you were here?!” Rainbow Dash landed next to her, gesturing grandly at the abandoned-looking building.

“...Like she's trying to keep zomponies out and isn't terribly good at taking care of animals?” Twilight asked, sarcasm dripping from her voice. “Because yes, this is what it looked like!”

“She's great at taking care of animals!” Dash shouted. “And you're not even looking! Go ahead and tell me this is normal!” The blue pegasus flew over to the door and pulled it open, grunting with effort.

“If this is-” Twilight rolled her eyes and walked over, expecting to find, well, not what she found, and as she looked, exactly what she had expected to find left her mind so quickly that it achieved escape velocity and might be the first thing Equestrians manage to send to another star. Her jaw dropped. “What is this?!”

“It's bigger on the inside,” Dash said, quietly, as she stayed away from the door. Twilight crept closer carefully to look. The cabin was small, probably no more than a few rooms. But when she looked in now, she saw a vast empty space stretching in all directions, a maze of cages, all of them empty. The whole scene wavered as Twilight looked at it, like she was viewing it through a sheet of water.

“I can see why you needed somepony good with magic,” Twilight said, not raising her voice above a whisper, as if something would hear her. “I take back all the things I said and thought. This is... if it wasn't terrifying it would be amazing.”

“I think Fluttershy is in there somewhere,” Dash said. “I heard her but... is it real, or some kind of illusion?”

“It's no illusion,” Twilight said, raising a hoof and carefully touching the boundary. There was only a slight sense of resistance. Pulling her hoof back, she cast a few quick analysis spells. “From what I can tell, it's some kind of dimensional pocket. There are some theories that large amounts of dark magic can cause this kind of effect in a localized area, but I can't think of anywhere that much dark magic could come from-” her eyes went wide. “Except...”

“Woah, woah,” Dash said, waving her hooves. “Are you saying Nightmare Moon is doing something to Fluttershy?! Why?! She would never hurt anypony!”

“It's possible,” Twilight said, but for the life of her, she couldn't figure out why Nightmare Moon would go after this pony. She hardly mattered.

“Well I'm not waiting around for her to be gobbled up!” Rainbow Dash pushed Twilight out of the way and braced herself. “I'm coming for you, Fluttershy!” She jumped in, the air distorting with ripples like a pond after a rock had been thrown into it.

“No! It could be dangerous!” Twilight ran after her, her mind filled with the idea that she had to explain why just running in would be a bad idea.

About two seconds later, that idea caught up with what she was doing, and Twilight managed to feel really, really stupid for a moment. Then she ran face-first into Dash's flank, which was only marginally softer than the ground she'd recently attacked with her snout.

“I don't even know where to start,” Dash muttered, looking around at the empty cages.

“Why did you jump in like that? You didn't even give me a chance to explain!” Twilight snapped. “Do you even know what the physics of this place are like?”

“Well- no! But it doesn't matter! Fluttershy is one of my best friends, not that you'd understand that.”

“Friend or not, you're going to end up getting yourself killed!” Twilight looked around. “Listen, I have a vague idea of what this place is going to be like. If my suspicions are correct, this subspace will run on dream logic. No, not just that, nightmare logic. It's going to be like if a bad dream was real!” Twilight took a deep breath. “I'm thinking it's a subtype called the Philemon-Rozen Fractal Subspace, which-”

“That's a stupid name. If it's dangerous, we should just call it a danger zo-”

“No. We're not calling it that.”

Dash huffed. “Fine! Call it whatever you want! But we need to find Fluttershy, like, now! She can't take care of herself!”

“There should be some way to track her,” Twilight said. “Dreams are usually symbolic, so let's start looking for something like a door or a sign. And we need to stay together. If something does happen, I can't protect you if you're too far away.”

“Pfft. As if I need protecting.” Dash smirked. “I don't think you know who you're talking to.”

Before Twilight could respond with a remark so scathing that Rainbow Dash would have to be rushed to a burn ward, there was a rattling of steel on steel, and both ponies froze in place. Then, from deep within the labyrinth, there was the sound of metal falling onto concrete. Twilight flinched at the loud noise.

"We should get out of here," Twilight said. "The door should be-" she looked back to where they had come from. "The door shouldn't be gone! Why is the door gone?!"

"It doesn't matter. I won't leave until I find Fluttershy," Dash said stubbornly. "You just stay there and try to figure out this magic stuff, I'll search from the air."

Rainbow Dash flew up, briefly. It was like she hit an invisible ceiling only a dozen paces up. Most of the walls of stacked crates were higher yet, trapping her in the maze.

"Purple Smart, I can't get up!"

"That sounds like a personal pegasus problem," Twilight said, rolling her eyes. "And I'm not Purple Smart! I'm Twilight Sparkle! You could at least try to remember it!"

"You're one to talk," Rainbow Dash muttered, landing next to her. She looked over at the cages. "What's with all of this? Why would Fluttershy be dreaming of this place?"

"It's coming from her subconscious. It's probably her greatest fear or something." Twilight's speculation was cut short as something else crashed to the ground, much closer.

"Is this whole place falling apart?" Dash asked quietly.

"I think... something's getting closer." Twilight backed away as another crash boomed through the maze of twisty passages, all alike. She caught sight of something moving in the corner of her eye, though it was gone when she turned to look.

"Well let 'em come! Maybe we can beat them up and make them lead us to Flutters!" Dash smirked, though the expression was wiped from her face as a giant birdcage fell towards her. She shoved Twilight out of the way before moving herself, barely getting clear in time as the cage landed with enough force to bend the metal bars.

"That could have killed us!" Twilight said, starting to panic.

"Um, Twilight..." Dash pointed up where the cage had come from. Another cage was shoved away as something scrabbled to get over the wall of mismatched cages. "What in the hay is that thing?!"

It looked almost like a translucent red rubber sheet stretched over an overly large dog, though the head was little more than an oblong sphere with a wide, toothless gap where the mouth should have been.

"I saw that in the woods!" Twilight gasped. "But how can it be-" She shivered. "Does that mean that it's a real thing that came here, or something from here that got out into the real world?"

"This isn't the time to ask questions! It's time for action!" Dash readied herself. "Just stay back and I'll take care of this thing in ten seconds flat!"

"Wait!" Twilight yelled, too late. Dash took off, flying into the rubbery thing with a mighty kick that would have done a lot of damage to a normal animal, maybe even stunned a monster. But as Dash hit, it just deformed and stretched, her force wasted as she bounced away.

"What in Tartarus?!" Dash flew back to get clear as it snapped at her with that lipless mouth, opening it so wide that she could see that there was nothing inside, just empty space where a beast conspicuously wasn't.

"Just say away, Dash! Fighting and magic don't work correctly here!" Something tickled at Twilight's attention. "But I have just the thing!"

"Then stop talking and do something, egghead! This thing wants a piece of my tail and I don't mean the fun way!!" Dash dodged another swipe from the empty shape.

"Eventide!" Twilight called, her dream construct appearing at her side like it was just stepping out of the shadows and had been there all along.

"What are you- woah!" Dash blinked, as Eventide appeared in front of her, intercepting the monster's attack with a magical shield. Dash looked down to where Twilight was concentrating, then back at Eventide. "There are two of you! And one of you has wings!"

"You can see her?" Twilight asked, smiling. "I knew it! I was right all along and not crazy at all!"

"Let's not get ahead of ourselves," Dash muttered.

"Just get away from that thing! I think I can beat it, but I can't beat it and protect you at the same time!"

"No way, I can totally take this thing! I used to kick apart timberwolves when they came out of the Everfree!" Dash flew in a tight loop, going around Eventide to kick the monster in the side again. The thing's entire body twisted, like the space the thin skin was wrapped around rotated around Dash until it was facing her, grabbing her hoof in its toothless maw and tossing her into a cage, the pegasus bouncing away from it and off of the wall, one wing twisted at an awkward angle.

Twilight maneuvered Eventide around, keeping it at bay and pawing at the shield, trying to find a way past it. She caught Dash with her magic at the last moment, breaking her fall before the fall broke her.

"Hey you know what? Maybe I'll just let you handle this one," Dash said, wincing as she stretched her wing out and something popped back into place.

"I wonder if this thing is what's creating the dreamspace," Twilight whispered. "It's just slightly real, enough that we were able to see it in the woods." She watched as it clawed at the shield, not taking any offensive action on it yet.

"If it's making the dreamspace, what happens if you kill it?" Dash asked. "Is it dangerous?"

"Worst-case scenario? This place collapses, we get ejected into realspace, and the dreamer ends up in a permanent coma because of a full ego failure."

"A permanent coma?!"

"It's not very likely," Twilight quickly added. "More likely, she wakes up and just doesn't remember any of this... and probably never manages to dream again, and goes insane from REM sleep deprivation."

"Insane?!"

"Stop just repeating the worst parts of what I'm saying!" Twilight snapped.

"Well they're pretty bad and- watch out!" In the moment of distraction, the beast jumped at Eventide. Twilight gasped with sudden pain as claws tore at the construct's neck, welts raising on Twilight's skin. There was a burst of light as the construct teleported away, the rubbery monster falling to the ground.

"Maybe we can trap it somehow," Twilight panted. "If we got one of the cages then we could-"

"Um, we're gonna need a lot of cages," Dash said, looking the other direction and motioning for the unicorn to follow her gaze. Twilight looked to see half a dozen more of the creatures, each with that same oblong head, but with different bodies, enclosing the empty space where a cat obviously wasn't, or a rabbit, or a bird, or a snake.

"Well that's good news," Twilight said, backing away as the things crept closer.

"How is being surrounded by monsters good news?"

"It means they're a product of the dream. A space like this has only two nodes, the dreamer and the entity stretching the dream outside of the dreamer. It's kind of like the foci of an ellipse, where the second focus distorts it away from a perfect circle and-"

"This isn't time for a geography lesson!"

"Geometry," Twilight corrected.

"Whatever! Just do something!"

"Here goes nothing," Twilight muttered. Eventide appeared in front of her. "I really need to read up on combat magic after this." Twilight focused, and a spark appeared among the empty monsters, motes of magic surging inwards towards it before it collapsed and exploded outwards in a detonation of arcane force.

The snake-shape was torn apart in the blast, the rubber skin rupturing from the shock and falling away as it deflated like a balloon.

"That's one down!" Twilight smirked.

"You're too slow!" Dash yelled, as the bird monster took off with a screech, rushing towards them. Twilight tried the same spell again, but before the magic could accumulate, it was out of the area of effect, grabbing Eventide and throwing the construct into the bars of a cage with enough force to bend the steel. Twilight fell back with it as if struck herself, coughing as the breath was driven from her lungs.

"I think I need a new plan," Twilight gasped.

"Fire your unicorn death beams!" Dash ordered. Twilight gave her a look.

"Unicorns don't have death beams!"

"What?! But Lyra told me you guys totally did!"

"Well she lied!" Twilight snapped. The bird came around for another pass, screeching with a sound like compressed air screaming through a crack in a valve. Twilight stumbled back and raised a hoof, Eventide appearing next to her with one of the broken iron bars of the cage.

As it got closer, the bar flashed with magenta light, the metal twisting into a slim blade. Eventide held it steady, slicing through the skin stretched over the nothingness of the monster, sending it fluttering to the ground in two inert scraps of rubber.

"Woah! That was awesome!" Dash crowed.

"I don't even know how I did that!" Twilight gasped. The implications of what that meant about Eventide would have to wait, as the rest of the monsters closed in on her, circling like sharks.

Eventide took up a fighting stance, almost like the classic horn-fencing postures that Twilight had briefly studied before deciding that they were useless, as they neither helped with spellcasting nor were duels even permitted in the modern era except in sport (which, to Twilight, was almost as useless a pursuit as comedy).

Two jumped at once, Eventide lunging at one and spearing it before teleporting out of the way of the second, allowing it to crash into the deflating form of the first.

"When this is over, you are totally going to be my new best friend," Dash said, watching in awe.

"I don't need friends, I need time to study!" Twilight snapped. She scrambled out of the way as the catlike monster fell where she was standing, tangled in the remains of its fellow beast.

"Watch out!" Dash grabbed her just before a giant rat could bite into her, Eventide arriving a moment too late as it swung the blade through the monster's neck.

"Thanks," Twilight muttered. Her pride was a little hurt at being saved about two seconds after she said she didn't need a friend.

"That's three down and four to go," Dash commented, looking around. "Think you can handle the rest?"

"Of course I can," Twilight said. "Just watch." She focused, and Eventide seemed to slow for a moment. The dog-beast grabbed its hoof with those empty jaws, making Twilight gasp with pain. The other three closed in, the catlike one jumping high into the air, pouncing towards Eventide.

"Getting eaten is a terrible plan!" Dash yelled.

"J-just watch!" Twilight repeated, smirking. Just as the monsters converged, Eventide teleported away, leaving a mote of light. Just as before, a wide sphere of stars appeared around it, shooting inwards and exploding in a burst of force. This time, they didn't have time to react to it, popping like soap bubbles from the pressure.

"Woah," Dash whispered, eyes sparkling. "That was awesome!"

"Yeah, it only really hurt a lot," Twilight muttered, rubbing her hoof. She could already see a bruise forming.

"What is that thing?" Dash asked, pointing at Eventide. "It kinda looks like you, except wingier."

"Wingier isn't a word."

"Whatever. You know what I mean."

Twilight sighed. "It's a thought construct. A very powerful one. I didn't exactly make it myself, but it's like if you pretended there was somepony there and kept reinforcing the idea by thinking and meditating on it until you could interact with them-"

"...It's an imaginary friend? You have an imaginary friend? And it's you, but with wings and armor?" A wide smirk started to fill Dash's face.

"No! It's a- it's a much more advanced construct than that and I didn't make it and I don't have imaginary friends!" Anymore. Not for at least two years now. Celestia had gotten worried after overhearing Twilight talking to herself. It wasn't her fault there was no real pony who could carry a good conversation with her. Twilight nodded to Eventide, and the construct faded into invisibility, the sword it had created dropping to the ground and ringing like a bell.

"Whatever. It's pretty cool anyway, and totally kicked their flanks." Dash flew over to where the sword had fallen and picked it up. “This would look awesome hanging in my house. Scoots would-” She stopped herself. “I mean, it might come in handy if there are more monsters.

Twilight blushed at the compliment about Eventide being 'cool' and nodded. "Now we just need to find Fluttershy. Since these monsters aren't one of the foci for the dreamspace, our best bet for getting out of here safely is to get her to collapse it on her own. That way she doesn't, you know. End up having a bad time. Permanently."

"So where should we start?" Dash asked. Her question was answered not by Twilight but by a wailing scream from further inside the labyrinth. She'd recognize it anywhere. "Fluttershy!"

Author's Note

I'd like to give a big thanks to those who helped with refining this chapter-

Guardian of Brittania and Acarcion both assisted with the editing, and Amp gave it a quick preread for me (thanks Amp!)

Next time: Fluttershy's Darkest Secret; A cold, cold heart.

Chapter 3: Mare Frigoris

Even with the pegasus hanging onto the heavy sword, Twilight was still barely able to keep up with her as they galloped towards the scream they'd heard. Twilight mentally noted that she needed to add some kind of regular exercise to her normal routine, and maybe not just teleport everywhere she needed to go, no matter how much faster (infinitely, really) it was than walking.

Rainbow Dash suddenly stopped, wings flaring in alarm.

“I think I saw something move!” She whispered, pointing. “There!”

Twilight stepped past her to look. There was something in the gloom of the animal pens, just visible between the bars.

“It doesn't look like the monsters from before,” Twilight whispered. She gently sent a mote of magic ahead, the spell illuminating the inside of the cage with magical light. Her eyes widened as she saw what was inside.

A skeletal form was lying there. Perhaps it had once been a cat or a dog, but neglect and starvation made it hard to tell now exactly what it had been. If not for the gentle rise and fall of its chest, Twilight would have assumed it was merely a corpse. She'd seen dead animals that looked like they were in far better health than this.

“How can it even be alive?” Dash whispered, taking a step back from it.

“It isn't,” Twilight said, firmly. She took a deep breath. “It- it's just part of the dream. It must be something Fluttershy is afraid of.”

“She takes care of animals,” Rainbow muttered. “I know it's been hard on her, with the dark and the cold. She said she was fine, but... I know she lost some of them. It must be tearing her up inside.”

“I can't imagine trying to keep a pet while we're stuck eating old guard rations.” Twilight sighed. “She must care about them a lot. I told her she should get away from this place and come into town, but she didn't want to leave them.”

“Fluttershy would never abandon an animal like that,” Dash agreed. “I've known her since I was a foal.” She kept her distance from the occupied cage as she walked further into the maze, Twilight following. “There are more of them in the cages up ahead.”

“Do you see any monsters, though?” Twilight asked.

“Not yet. I just hope we're going the right way. This place is a maze.” Dash looked around. “I wish I could fly up high enough to see where we were going!”

“And then you'd get into trouble and I'd be too far away to help,” Twilight said under her breath. “I'd be better off taking care of this myself. At least I know what I'm doing.”

“Did you say something?” Dash asked, glancing back.

“Yeah,” Twilight said, narrowing her eyes. “I said that this place is dangerous! Even you knew that you couldn't handle it yourself. It's the whole reason you came to get me! Just rescuing Fluttershy is going to be hard enough, and I have to protect you at the same time!”

“Look, I don't know about how they did things in Canterlot, but where I come from, when your best friend is in trouble, you try to help, no matter how dangerous it is!” Dash poked Twilight in the chest with a hoof, glaring at her. “It's part of being a decent pony!”

“So if she was in surgery you'd kick open the door to the operating room and insist on 'helping' the doctor?” Twilight asked, coldly. “Or would you try to do the operation yourself and ignore everything he said? Sometimes the best way to help is to get out of the way and let an expert-” she pointed at herself. “-Take care of things!”

“I used to have friends who were just like you.” Dash turned her back on Twilight. “They thought because they were so much better than everyone else, it meant they could just do whatever they wanted and people would have to like them. It doesn't work that way.”

“I don't care if ponies like me! I care about saving your friend, and getting out of here, and eventually saving the Princess! Somehow.” She sighed and looked away. “Arguing isn't going to help here.”

“You got that right,” Dash said. “Come on. Fluttershy has to be close, right? I mean this is all inside her cabin so it can't really be as big as it looks.”

“The bad news on that is... it's probably infinitely large in all directions, though the farther we go from Fluttershy, the more it's going to break down.” Twilight cast a simple spell to show a flat image in the air in front of them. “In the books I read on it, the Dreaming is formless and endless.” The image showed almost flat white, with a sensation of movement like fog.

“When a pony falls asleep, it creates a dream world around them.” She added a yellow dot. The white was pushed aside like a strong wind was blowing the fog away, revealing the streets and buildings of a simplified city. “When they move through the dream, more of their world is created around them. Some theories suggest it's at a fixed distance, others suggest that it depends on the pony and-” Twilight coughed as she saw Rainbow's attention drifting.

“Anyway, the point is, in a normal dream she'd always be at the center of it. If you went too far, you'd end up in formless chaos. Though it's all theoretical. I don't think anyone's really tried doing anything with dreamwalking magic in close to a thousand years.”

“So you're saying if she's moving, this whole place could collapse on us?”

“That is one thing that could happen,” Twilight admitted.

“We need to hurry!” Dash ran ahead, Twilight groaning and canceling her spell to run with her. This was one of the many reasons she didn't like having friends. She preferred to do things at her own pace, and the idiot pegasus ahead of her was going to run ahead and get killed. She'd seen it constantly in school, somepony trying to rush ahead instead of planning things out in advance. They thought they might succeed more quickly, but all that ever happened was that they managed to fail in record time, and occasionally hurt themselves and everypony around them.

Twilight ran around a corner and tripped as she stumbled over Rainbow Dash's prone form, falling forwards before something grabbed her by the mane. She squeaked in surprise and terror. An inch from her nose, sharp steel gleamed at the perfect height to slice into her neck.

“J'st... h'ld 'n!” Dash grunted, holding Twilight's mane in her teeth and helping her take a step back from the danger in her face. Twilight held her breath until she was released, falling to the floor with a sudden dizziness.

"That was too close," Dash said. Twilight nodded and examined what was ahead of them. There was a wall of loose dirt, stretching up into the mist and darkness overhead. Curved blades protruded from the walls at random intervals, the steel of the blades filthy and caked with gore and soil.

"These are all shovels..." Twilight noted, as she looked at the shape of them. She touched it with a hoof and quickly withdrew, the edge leaving a cut in the tough hoof even without any real force pressing against it. "That's really sharp, too."

"I don't get it. I mean, the animal pens I get." Dash looked at where the cages ended and the walls of soil began, the last visible row of the metal boxes half-buried in the loose dirt. "But where do the shovels come in?"

"...I know she was having problems with her animals," Twilight noted. "It must be one of the things that's been bothering her most."

"But it changed, so we must be going the right way... right?" Rainbow Dash looked at Twilight, uncertain. The unicorn considered for a moment, then nodded.

"I think so. A boundary like this is a good sign. It might mean we're getting closer to her. I was kind of hoping for signs or something, but I guess that was silly. Signs would be there for her to use, since it's her dream." Twilight looked around. "And I don't think there's an easy way. Between the mazes and monsters and this, it's like the dream is trying to keep us away."

"Well duh," Dash snorted. "It's obviously some kind of evil trap thing!"

"Maybe," Twilight said, not really listening to the pegasus. "If we're careful we can get through here without getting hurt. Just watch your step."

She started maneuvering through the sharpened steel, having to almost dance around them. Dash followed easily, her ability to hover making it a lot easier for her to find clear space.

Twilight stumbled as something caught her hoof. Thankfully, she managed to avoid slicing herself open on the sharpened spades as she fell.

She looked back to see what she'd tripped over, and felt her heart jump to her throat. A furry paw had emerged from the dirt, gripping her fetlock. She shook herself free, only to feel a talon reaching for her hooves. Twilight did the only sane thing, and screamed.

Well, that must have sounded like a dinner bell to something, because the moment she did, the ground started to shake, and a menagerie of claws and paws pulled themselves free.

"We gotta get outta here!" Dash yelled, flitting down to grab Twilight and lift her out of danger, though the things were starting to come out of the walls now. As she got away from them, trying to keep her distance, some of the buried monstrosities started to unearth themselves. They looked like animals and pets, but distorted and horribly incomplete, each of them marked by a horrible injury. Many bore the marks of decapitation, the head either missing or just barely attached. Others were marred by distinct bite marks, like something had been eating them alive.

"Whatever has her really doesn't want us getting close," Twilight said, her mind working to rationalize what she was seeing as an attempt to keep her stomach from taking center stage and making a mess of things.

"Hey, I can get higher here!" Dash said, flapping harder.

"Try going up as high as you can! We're basically in a grave, and that's the way out, right?"

"No offense, egghead, but things usually don't get out of a grave."

"If you want to get stuck in a hole, you can do it on your own time!"

"At least admit I'm pretty awesome. If it was just you, you'd be stuck down there getting zomponied!"

"Okay, fine! Thank you for not letting me get eaten!" Twilight yelled, annoyed.

"See, gratitude." Dash rolled her eyes. "Hang on. I'm gonna get us out of here in a rainbow flash!"

"Did you just make a pun with your name? Because that's really stupaaaAAAAAAA!" For the second time that night, Twilight was suddenly accelerated to high speed, Rainbow Dash rocketing upwards, barely avoiding some of the blades coming out of the dirt. Twilight closed her eyes and hoped it would be over quickly, one way or the other.

***

There was a sensation like a bubble popping, and the two went into a spiral as the air pressure changed and Dash lost control. Instead of falling back down to a grave full of rusted shovels and waiting undead, they landed softly on damp grass.

Twilight cautiously opened her eyes. "...This seems less horrifying than before," she admitted.

"Easy," Dash said, brushing herself off as she stood. "And not even a crash at the end. I'm gonna put that in my top three escapes from horrible imminent danger."

"Remind me to never ask you about the other two," Twilight grumbled.

“What the- Twilight, did something happen?” Rainbow looked around. “Fluttershy's house is over there! We got kicked out of the ghostspace!” She flew towards the door before her hoof was grabbed by unicorn magic. She kicked and struggled, but wasn't nearly as strong as Twilight. At least not as strong as her magic. If they decided to hoof-wrassle it would have been a different story.

“Hold on. Something's not right. Look up.” Rainbow flipped over in midair to look at the sky. Where there should have been stars and darkness, there was a wavering light in dark tones of pink and coal-black, shifting and shimmering in unnatural patterns.

“What is that?” Dash asked, whispering as she landed. It looked like she was staring out from the inside of a gem, the sky full of glittering faucets.

“We're still inside her dream,” Twilight explained.

“So wait, that means we're standing outside her house, inside a ghostspace, inside her cabin?” Dash frowned, trying to make sense of it. “Argh! I hate magic stuff!”

“Well that's why you got me in the first place, right?” Twilight asked. “But remember what I said about a door?” She pointed to Fluttershy's house. “I'd be willing to bet a first edition copy of Magical Mustaches and You that she's in there.”

“Then what are we waiting for?!” Dash started running for it, brandishing the borrowed sword in her teeth, her voice muffled. “She's a fragile pony! There's no way she can handle this stuff by herself! We need to get her out of here!”

“Don't run ahead! You're going to get hurt and then I'll have to save both of you!” Twilight groaned. “Pegasai. Are they all this impulsive?” She followed behind, not able to match her speed. Rainbow Dash tried to open the door and struggled with the handle before knocking loudly.

“Let me in! We're here to save you, Flutters!”

“No!” Fluttershy shrieked from the other side of the door. “Don't come in!”

“Fluttershy, it's me! Dash!” Rainbow pounded on the door again. “I know this place is scary-”

“She's scared of you,” said another voice from inside, calmly. “Because she doesn't want you to see.” The door unlocked with an audible click. “Come in, if you want to see what kind of monster you're really trying to save.”

The delay gave Twilight enough time to catch up before the door swung open, blinding both of the ponies with a bright pink light.

***

As it faded, they weren't looking at the inside of Fluttershy's cabin. The entire world had changed again around them, leaving them in the middle of what looked like a graveyard, circles of standing headstones and piles of freshly turned earth set in rings around a central mound as big as a house, the world fading into fog in the distance and the sky that same psychedelic flux of pink and obsidian that it had been a moment ago.

“It looks like she couldn't keep you out after all,” commented a voice, invisible in the gloom before a spotlight shone from an unseen source to illuminate the top of the mound.

“Fluttershy?” Dash whispered, the sword she was holding dropping to the ground. The pony smirked, a mirthless smile that didn't reach her slitted, dragon-like eyes. A streak of ebon blackness wavered through her mane and tail, and she was wearing eyeshadow like a butterfly wing in pink and black. The feathers in her wings were tipped with magenta, and most disturbingly, her cutie mark had turned solid black.

“Well, if it isn't my best friend, Rainbow Dash. Here to save me?” Fluttershy laughed. “I should have known you'd make it here.”

“What's wrong with you?” Dash asked, cautiously.

“A lot of things, probably,” Fluttershy said, shrugging. “But you wouldn't know. I don't let anyone know what I'm really like. Not even you, and you're my closest friend. Really, you're my only friend. If you can even say that when you don't know who Fluttershy is.”

“Don't listen to her!” screamed another voice. Another spotlight appeared, shining on a second Fluttershy, this one ragged, thin, and out of breath from terror. “She's- she's just lying!”

“Oh no. You're the liar,” the dark Fluttershy said, pacing around, the spotlight following it. Somehow, despite the bright light, it didn't cast a shadow. “I'm the one telling the truth, no matter how much it hurts. Then again, I know all about hurt. Like what we did to those poor animals.”

“N-no! Don't- you can't-” Fluttershy started hyperventilating.

"Leave Fluttershy alone, you fake!" Dash shouted, Twilight holding her back.

"I'm hardly the fake. I'm what she's really like on the inside. I'm not even the one keeping her here! She built all of this to keep you out, because she's afraid to let you know who she is!"

“So this nightmare really is under her control,” Twilight said, under her breath. “But it must be all subconscious. Did the other Fluttershy keep the way open so it could reveal itself to us?”

“It was always hard, being Ponyville's animal caretaker,” the dark Fluttershy continued. “Before this eternal night, I was able to manage, with a little help and some funding from the mayor. It wasn't easy. Most of the time I loved those animals. But they trapped me. I had to spend all my time taking care of their needs, and I was too weak to do anything else. What else could I do? I couldn't grow food like an Earth Pony. I can barely fly. I'm useless except for my talent.”

“Fluttershy isn't useless!” Dash yelled.

“Isn't she?” The dark Fluttershy raised an eyebrow. “Do you know what we did after nightfall? Do you know how many ponies brought their pets to me, because they couldn't take care of them anymore? Like I could!” She shouted. “I'm just one pony!”

“Technically two now,” Twilight noted. The Fluttershies ignored her.

“I tried my best!” the cowering Fluttershy said, her voice barely audible.

“You did, for a while,” the dark Fluttershy agreed. “You tried your best. And then something came out of the woods and ate the chickens. And suddenly you had fewer mouths to feed every day. Then the birds that lived outside vanished, their homes torn apart by claws and fangs. And you were able to stretch your food out just a little more.”

“Don't listen! Don't listen to her!” Fluttershy screamed, terrified.

“And then one day, when the hunger pains were so bad I thought I might faint...” the dark Fluttershy smirked, showing fangs. “I thought to myself, if I just didn't have quite so many animals to take care of, it would be so much easier. If I didn't do something, they'd starve to death! And that's a horrible way to go. I'd know.”

“Please! Don't tell them!” Fluttershy wept, looking up at herself. “Please... you can't tell them...”

“So I took the shovel, and I chose some of the animals who were sick, or old, or who I just didn't like... and I took them outside, and took care of them. It was almost painless for them. Just one quick chop with the shovel. And one at a time they saw me come in, and take one of them, and the screaming. Oh, the screaming!” the dark Fluttershy sighed, as the faint sounds of animals wailing in fear and pain tore through the graveyard with a cold wind.

“No way. Fluttershy would never do something like that...” Dash whispered.

“When I was done, I buried them in neat little rows in the garden. You saw them, Twilight.” The dark Fluttershy leaned forwards and started speaking in a stage whisper. “But you know what? That's not the worst thing I did.”

“No!” the other Flutter stood up, running between her dark self and Dash, looking terrified. Not at her doppelganger, but at Rainbow Dash and Twilight Sparkle. “Just go! Leave me here!”

“The worst thing I did, was I was just so hungry. There's almost no food left, you know. I had to put down another animal, somepony's pet. It was even one I'd given to them. I'd raised it since it was just a baby. And you know what I did? I thought to myself, why should I let the monsters outside eat this? I was just so hungry that I decided to take a bite of it for myself...” she giggled with euphoric laughter. “I got so sick that I could barely stand! Of course now the animals are never going to trust me again. And if anypony learned about it, they'd know I was a monster!”

“No! No!” Fluttershy screamed, facing herself. “I'm not like that! It's not true! You're not me!”

The dark Fluttershy laughed, an aura of sparkling navy surrounding her body, the ground shaking. Twilight could feel the magic in her horn, like static electricity before a lightning strike. Twilight started to back up, not sure what was going to happen.

The mound under the laughing Fluttershy erupted in a spray of dirt and thick, sticky mud. Huge jaws, big enough to swallow a timberwolf in one bite, snapped closed around her like she'd been caught in a trap. A skeletal head pulled itself free, the bones somewhere between a pony and a dragon, the empty eye sockets staring with dark purpose at the interlopers.

"Only one of us needs to leave here!" Fluttershy's double yelled, from within the dragon's ribcage. "I'm the real Fluttershy! She's just a mask that she shows you so you won't learn the truth!"

"Rainbow, get her out of here!" Twilight shouted, having to raise her voice to be heard over the din as graves toppled and the earth was in upheaval. Celestia had briefly tried to teach her the Royal Canterlot Voice, but after one incident in the Royal Archives, she had decided that it was perhaps better for Twilight to learn other lessons first, such as invisibility and silence spells, which she would need if she ever wanted to enter the Royal Archives ever again.

"Don't have to tell me twice!" Dash yelled, grabbing the other pegasus and carrying her away.

Eventide appeared in front of Twilight, projecting a shield that kept her safe and deflected the tide of dirt. Claws appeared as the skeleton got most of the way out of the ground, tattered wings clothed in rotten leathery flesh spreading wide. Something caught its hips and legs, and with a roar it twisted with a snap, its spine shattering as it freed its upper half, crawling forwards with its forelegs.

"Okay. I just have to watch it, and figure out its pattern, and then exploit it," Twilight whispered to herself. "It should be easy. I'm smarter, so there's no way I can lose."

Twilight started putting a plan together. Then she got punched in the face by a dragon skeleton. Her shield buckled in an instant, and she was thrown back by the fraction of the force that got through, slamming into a headstone hard enough that she couldn't breathe for a moment.

"Definitely strong!" Twilight gasped. "Too strong!" She scrambled aside as the claw came down like a hammer, crushing the grave marker that she had been leaning against.

"What's wrong? Did you expect me to just lie down and die?" Fluttershy laughed. "I hate you. I hate all of you! You threw your starving animals at me and expected me to find a way to keep them alive! They should have been like foals to you, and you abandoned them!"

“What in Tartarus is that?!” Dash yelled.

“It's the Nightmare! Didn't you see her eyes?!” Twilight teleported away as the heavy claw came down again, reappearing behind the dragon. Nightmare Fluttershy flapped her huge wings, rising into the air. Gale-force winds buffeted Twilight, but did nothing to clear the mist rising up out of the ground and swirling around the graves.

“Well you're a big shot!” Dash shouted. “Don't you have, like, some kind of sure-fire one-shot dragon slaying spell?”

“Dash! That would be dark magic! And I barely know any dark magic!” Just one or two spells, really, and none of them were for killing. She'd barely gotten to look at the Archive's copy of Unaussprechlichen Arcanum before Celestia had taken it away and told her to do something more befitting a foal, like going outside and playing in the sun. Of course now that eternal night had fallen, she regretted not taking that advice.

“I was always so nice to everyone that I let them just walk all over me!” Nightmare Fluttershy roared, the sound echoing, like a hundred Fluttershies speaking all at once, just slightly out of phase with each other. “But what I really wanted was to be left alone! I hate how you all use me! I want you all to disappear!”

With that, she swooped down, the dragon's mouth opening, spitting up a burst of blue spheres as big as apples, bursting into ice and cold as they impacted against the ground and graves around Twilight. While her shield had failed before against the direct attack, it was much stronger against magical assault, the spheres rebounding at first, then starting to stick, until Twilight vanished from sight, encased in a sphere of ice.

Nightmare Fluttershy landed hard, the missing back legs and tail throwing it off balance. The creature loomed over Dash and Fluttershy, frost dripping from its fangs.

“Just stay back. I got this.” Dash picked up her sword in her teeth, gripping it awkwardly. It wasn't really designed for a pegasus to use.

“Now that you know my secret, I'll just have to put you down like the animals you are!” Nightmare Fluttershy roared, its spine lashing like a broken-ended tail. Before it could do anything, the ice sphere flashed with light and shattered, Eventide rushing out to put a magical bolt in its back that sent it slamming into the ground. Dash flinched as her sword started glowing, pulled free gently from her mouth before flitting over to Eventide in a blur of steel, gripped in the construct's – in Twilight's magic. The unicorn coughed as she climbed out of the debris of the Nightmare's ice attack.

“That was too close. I really need to research better combat magic. So much for Shining Armor telling me I'd only ever need to learn a shield spell.” Eventide slashed at the dragon's wings, the blade easily slicing through the dry flesh but rebounding as it struck bone, the shock almost knocking it out of her magical grip, Twilight wincing at the vibration.

Nightmare Fluttershy roared and flipped around with a quick flap of its huge wings, stumbling and unable to do more in the air with one of the membranes clipped. Eventide got out of the way, avoiding a claw attack and landing just in front of Dash.

“What is that?” Fluttershy asked, amazed. “It looks almost like her, but-” Before she could complete the thought, huge draconic jaws snapped shut around Eventide, the Nightmare overextending and digging out a divot in the grass with its maw. It reared back in triumph, then growled, shivering, as pink light grew in its jaws.

“Okay, maybe the shield spell isn't so bad,” Twilight admitted, focusing. Sweat ran down her face as she raised her hooves, closing her eyes and trying to visualize her magic. It was much harder to keep spells going with a remote node like Eventide channeling the magic where she couldn't see it.

Eventide reappeared as the shield grew in a sphere, forcing the dragon's jaws apart. Twilight's horn blared with a sudden wash of energy, and the bubble inflated sharply, shattering the lower jaw of the skeletal beast, the bones crumbling into dust before they even hit the ground.

“Nopony beats Twilight Sparkle!” Twilight yelled, opening her eyes. Nightmare Fluttershy stumbled back as Eventide's eyes started to glow with the same energy. “Now stay down!” A mote of light appeared at Nightmare Fluttershy's neck, stars filling the space around her for a brief moment before falling inwards, collapsing like meteors and crushing the thick bones.

Nightmare Fluttershy let out a sorrowful roar as its head separated from its body, both pieces falling slowly down to the ground.

“I was just so scared... of dying...” it whispered, as it collapsed. The arms and wings fell still, and a gentle pink light started to shine from within its ribcage as the sky above darkened to pitch blackness. The ponies started to walk towards it cautiously. The dark echo was gone from its voice.

“It's what a hero would have done...” Nightmare Fluttershy whispered, as the ribs cracked and broke open, revealing her battered form. Her makeup had run in dark streaks from her tears, her wings were twisted at a terrible angle that clearly said she'd never fly again, and a splinter of bone as thick and long as an arrow went through her body, the Nightmare bleeding black ichor, the liquid running thickly down her leg.

“I'm not a hero,” Fluttershy whispered, taking a step closer to her double. “But a hero dies for others, they wouldn't just... kill some so the rest could have a chance.” She started sobbing. “I never wanted anypony to know!”

“Fluttershy...” Dash quietly stepped next to her and wrapped a wing around the mare. “I can't imagine what it's been like for you. You should have come to us for help.”

“I almost did. But by the time it was that bad... I didn't think you could forgive me for what I did.”

Twilight kept an eye on the Nightmare, but it seemed to be fading fast, the ichor pooling under it and being absorbed by the greedy earth below.

“I'd never abandon you, Flutters,” Dash said, quietly. “No matter what. You're the best pony I know. Once we get out of here, I'm going to help you get this sorted out. I promise. You don't have to take care of everything yourself.”

Nightmare Fluttershy coughed, spitting up ichor. “I- I just wanted- I wanted to live.”

“Hey,” Dash said, squeezing Fluttershy with her wing. “I get it. You're more than that thing. Everyone has a side like that.”

“...You're right,” Fluttershy said, quietly, stepping away from Rainbow and up to her dying doppelganger. “I think I understand. You are me. The part of me that I never wanted anypony to see. But you're still part of me...” She looked down, hesitating, then back up

“A side that you couldn't forgive,” Nightmare Fluttershy coughed.

“I'm sorry.” Fluttershy trotted the rest of the way over to her, carefully hugging her double's broken form. “I don't know how long it will take for me to really start to forgive myself for what I did, but I won't hide from it, either. You are part of me. You always were.”

Nightmare Fluttershy dissolved into pink butterflies, the bones of the dragon dissolving into dust as the glowing magical butterflies circled overhead. The darkness in the sky started to clear, and sunshine radiated down from above, purging the cold and the mist from the graveyard. Green grass started to grow, and the soft winds carried the sound of chirping birds.

“I did it,” Twilight whispered.

“You?” Dash snorted. “I guess you did some of the heavy lifting, but Fluttershy had the hard job here. A hero isn't just somepony who's willing to die for another. They're somepony who is willing to be held accountable for their actions, no matter what.”

The butterflies converged in one spot in front of Fluttershy as the peaceful dream was woven. There was a burst of pink light, and a figure hovered before her, a ghostly pony with wide mechanical wings, her mane a rainbow of pink, blue, and red, her coat seamlessly transitioning between burnished bronze and light yellow.

“I will always stand by your side,” the pony said. A golden necklace appeared around Fluttershy's neck, gleaming in the sunlight. Set in the center of the jewelry, there was a pink gem as big as her hoof, shaped like her cutie mark.

“Sky Skimmer,” Fluttershy whispered, touching the necklace. “That's your name? I could hear it inside...” She smiled.

“It's a dream construct,” Twilight said, marveling at it. “Like Eventide. I didn't think it was possible, like she sheared off part of her own personality and gave it autonomy- ow!” Twilight glared at Dash.

“You're ruining the moment!” Dash whispered harshly.

“Everything's going to be better from now on,” Fluttershy said, turning to face Dash and Twilight. “I just feel... like it's okay. And I know I can ask you for help, and you won't abandon me just because I'm a burden.”

“No matter what,” Dash said, nodding her head.

Fluttershy smiled and yawned, the dreamscape wavering. Dash flew into the air in alarm.

“What's that?!” Dash asked, starting to panic. “She's not going to, you know, worst-case scenario?”

“No,” Twilight said. “Now that Nightmare's influence is gone, the subspace is collapsing. But it's controlled.”

“So she's alright? It's going to be okay?” Dash still looked worried. Twilight smirked and sat down.

“Yeah.” Twilight looked at Fluttershy and Sky Skimmer, noting that Fluttershy's construct was casting a long shadow while Eventide wasn't. She frowned, wondering if it meant anything. “Everything's going to be just fine.”

Author's Note

A couple of quick notes for this one:

Sky Skimmer is a G2 pony with a lot of similarities to Fluttershy, aside from being an Earth Pony. (Sky Skimmer on the My Little Wiki)

Nightmare Fluttershy is of course based on the Pony Mania variant of Fluttershy.

Everything is not going to be just fine.

Chapter 5: Mare Insularum

Twilight and Fluttershy backed up into the barn wall, a cloud of dust rising from the rotting wood as they bumped into it. Scarecrows, hanging from wires strung to the tree branches above, moved in a parody of life, twitching and gliding with jerky and unnatural movements.

"W-we need to get out of here!" Fluttershy shivered. "There weren't any of them back the way we came!"

"But it means we're going the right way," Twilight countered. "And I don't think it would help much." She pointed. The barn behind them had changed. They hadn't gone more than half a mile at most, down a perfectly straight corridor, but that end of the barn was as much a yawning, infinite void as the way they'd been going.

"Why is the right way the most dangerous one?" Fluttershy asked, squeaking as a hand scythe lashed to one of the scarecrows scraped along the floor, raising sparks as it hit nails sticking out of the boards, the sharp edge shearing them off.

"Applejack's subconsciously trying to keep us away. It's some kind of defense mechanism." Twilight hesitated. "We're going to have to fight our way out. If you can't handle it, just stay behind me and I'll deal with it." She was sure she could. It was her mind against Applejack's, and that was no contest.

"I came along to help," Fluttershy said, her voice cracking. "I can do this." She whispered to herself and focused, Sky Skimmer appearing before her in a burst of glowing pink butterflies that faded like sparks from a flame.

Sky Skimmer flapped her wings, and Twilight felt a wind pick up, not from the ghostly figure but from all around her. A swirling vortex kicked up dust from the floor and rattled the branches above, Two of the marionettes became badly tangled, their movements freezing up. Wires snapped as they crossed and twisted, both falling to the ground uselessly.

"Two down, dozens more to go," Twilight noted. They were hard to count, their sudden, jerking movements making them difficult to focus on.

Twilight focused, Eventide tossing the closest wave away with a wave of force. They just got right back up, undamaged from the attack. Fluttershy froze one as it skittered towards her like a spider, the scarecrow shattering as another used it as a platform to jump from. Twilight caught it in her magic and forced it back, the focused telekinesis tearing one of its legs free.

The puppet just got right back up, not even noticing the missing limb and moving as if it was still there.

"This isn't working." Twilight looked around. "If I had that sword that Dash took I could at least cut the wires!" Her eyes fell on an old, rusty saw on the wall. "Better than nothing!" She grabbed it with her magic, the blade flying towards Eventide only to stop suddenly as it was pulled into an orbit around her.

Eventide flew closer to the wires and the saw lashed out, the broken teeth catching on the lines and pulling at them. Some of the puppets started to get tangled, but the wires held firm against the blunted tool.

"Come on... I did it instinctively last time..." Twilight muttered, gritting her teeth. The magic aura around the saw started to grow brighter, rust flaking away from it. A scarecrow jumped, tugged into the air by its wires, slashing at Eventide's back leg. Twilight gasped as she felt the pain, and glanced at her flank to see a cut opening along her cutie mark, neatly dividing it in half as blood started leaking from the wound.

Twilight lost her grip on the saw from the shock of it, dropping it and knocking the next jumper down with a blast of force as she tried to guide Eventide to safety. The two dream constructs were distracting them, their flight and occasional blasts of wind and force keeping them away, but it wasn't going to last forever. Twilight had to toss one back herself as it suddenly noticed her and started towards the mare with a rake.

"We need to get out of here," Twilight whispered. "If they keep boxing us in, we'll never find Applejack."

"How are we supposed to do that?" Fluttershy asked, sweat beading on her brow. She was already tiring from using so much unfamiliar magic.

"You can just fly over," Twilight said. "And carry me with you. Dash did it before."

"Um... I'm not actually very good at flying..." Fluttershy murmured. "And with all those wires in the air I'd get tangled up before I got past them."

"Great. So much for getting out of here with our hides intact," Twilight grumbled.

"I'm going to try something," Fluttershy said, closing her eyes. Sky Skimmer's mechanical wings started to glow with a multicolored light, shifting between pink, yellow, and blue. With a sound like the wind scattering dried leaves, flakes of light erupted in a stream from the glowing wings, surging towards the marionettes and changing shape, becoming almost solid as they began to flap and flutter.

Butterflies swarmed around the encroaching scarecrows, pushing back at the crowd. One alone couldn't do more than be a moment of distraction, but as hundreds flew from Sky Skimmer, the force and confusion was enough to clear a path. Twilight ran through the open path, trying to break through the press of bodies. Fluttershy followed closely, slower but trying to stay low to the ground.

"This way!" Twilight hissed, pulling on Fluttershy's mane, causing her to give a squeak of pain as she was pulled away from the horde of puppets.

Two dozen faceless heads turned to look at the sudden noise.

Fluttershy smiled, trying to look cute and harmless.

The scarecrows screeched, the burlap sacks that formed their heads distorting as something moved underneath. Weapons were raised, all of them moving as one. As the blades and hammers and tools came down, Twilight tightned her grip on Fluttershy and pulled, yanking her free of the attack, blows raining down where she had been and tearing into the rough wooden floor.

"This is bad!" Twilight yelled, running, the scarecrows starting to follow with horrible loping motions, running more like wild animals than ponies, their joints in all the wrong places.

"We have to get outside!" Fluttershy squeaked. "T-the trees are coming from out there, so there has to be an outside to get to!"

"That's it! The trees!" Twilight looked at where they were getting into the barn, the branches breaking through the boards near the roof and hanging in a scattered canopy above them.

Twilight blinked up to the roof, appearing just above the branches, her ears almost touching the ceiling. With no solid ground under her, she immediately fell, screaming and grabbing for the branches to try and catch herself.

"Twilight, what are you doing?!" Fluttershy yelled, in a panic. She looked back at the pursuing marionettes.

"Just get up here!" Twilight shouted back, as she held herself up by her front hooves, back legs kicking and trying to find a foothold.

"But I-" Fluttershy's protest was cut short as the scarecrows got close enough that she had to duck in terror as a scythe swung through where her neck had been a moment before. She scrambled forward, a hoe slamming down and catching her tail for a moment before she got free, losing a few long pink hairs in the process.

Fluttershy managed to scream her way into the air, almost losing it as her left wing tangled in an almost invisibly thin wire for a moment before she got free, thrashing in a panic, two of her primaries ripping out painfully. Her flight was even more erratic than usual as she got to the branches, perching on them easily and breathing heavily, sweat dripping down her face.

"Help me up!" Twilight ordered, feeling her hooves slipping on the branch. Fluttershy carefully made her way to the edge of the branch where the unicorn was clinging for dear life.

The motions, even as careful as they were, were enough to completely make Twilight lose her grip. She felt herself falling, and knew she was about to fall to her death. Or at least serious injury, followed by death via multiple traumatic wounds from monsters. It wasn't the way she'd wanted to go - she'd always imagined that if she died it would be as part of a magical experiment gone wrong or a book avalanche.

A gust of wind hit her back, strong enough to push her back up. Fluttershy grabbed her before she could fall again. Twilight looked down to see Sky Skimmer, the dream construct hanging like a ghost in the air, artificial wings humming faintly with a noise more felt than heard.

"Are you okay?" Fluttershy asked, her injured wing twitching at her side.

"You know where I'm going when this is over?" Twilight asked, out of breath. "Not a farm! Not ever again!"

"At least we're safe from those monsters here," Fluttershy sighed. Twilight tried to make her way along the branch carefully, towards where it emerged from the wall.

"Hah! I knew it!" Twilight smirked, looking back at Fluttershy. "There's a way out here. Look!" She moved some leaves aside, and Fluttershy could see a breach in the wall, with a suggestion of something outside.

The branch suddenly shuddered, like the tree it was attached to was being attacked by beavers. Twilight looked down. The scarecrows were waiting underneath them like a pack of vultures. She dropped and grabbed the branch tightly with all four limbs as it shook again, even harder.

"Time to go!" Twilight yelled, grabbing Fluttershy with her magic rudely. Before the pegasus could protest, she pushed her through the opening, having to force her wide hips past the barrier.

Twilight squirmed like a worm towards it, as the branch suddenly cracked. Her eyes went wide, and she stood on shaking hooves and jumped just as it collapsed entirely, the wood splitting and revealing its old, blackened, worm-eaten core.

"I hate trees!" Twilight shouted. She landed heavily on the edge of the hole in the wall, almost losing her grip as splinters dug into her hoof. She forced herself up using the strength that only fear of falling a hundred paces straight down to a mob of horrible monsters could lend to a pony, for the very first time in her life managing to pull off something akin to a pull-up.

Her shoulder hit the edge of the broken wood as she forced herself through, and she winced as she felt her skin tear. A moment later, and she was free, falling down, down, down, in a kaleidoscope of colors, until she hit the ground with enough force to- well, enough force to knock the breath from her lungs.

Twilight panted for breath, ignoring the splinters in her hoof and shoulder. She looked up and for the first time in hours she was able to see the sky, or at least Applejack's memory of what the sky looked like. Twilight looked back at the barn she'd escaped from. Instead of a sprawling monstrosity, it was just a normal barn, yawning dark and empty with all of its doors open.

"Oh wow. What is that?" Fluttershy asked. Twilight rolled her eyes.

"It's... an apple tree," Twilight said, following her gaze for a moment. It was, in fact, a perfectly normal looking apple tree. If anything, the plant was exactly what she'd expect one to look like, the perfect example of an apple tree. And so was the one next to it. And the one next to that. An orchard of perfect, identical apple trees.

Something about that made Twilight shiver. Just a sense deep inside her that said that things shouldn't be so perfectly made in nature.

"Not the trees. Look, you can just see it on the horizon." Fluttershy helped Twilight stand so she could see past the untrimmed grass. There, in the distance, was a shining city.

"It looks like Manehattan," Twilight mumbled, thinking. "But those spires are from Canterlot, and that huge arch is from Seasaddle. And I know for a fact that none of those cities are made of gold and glowing with light."

Except Canterlot, of course. And even then it was only gold in a few tasteful places. And the glow was perfectly natural with the Princess being there.

"Do you think Applejack is there?" Fluttershy asked, looking around. The orchard was dead quiet, and both ponies found themselves speaking more and more quietly as the conversation continued.

"It's an obvious place to start looking," Twilight whispered. "I said I wanted a sign, and unless there's one with her name on it, a golden city with spotlights reaching up into the sky is a pretty hard thing to miss."

"Um, Twilight?" Fluttershy pointed to a wooden sign. A sign that had Applejack's name on it, along with her siblings, grandmother, and a list of other Apple family members, the names blurring and getting smaller and smaller as they went, until they were indistinguishable from the grain in the wood.

"Permanent residents of Sweet Apple Acres..." Twilight read, at the very top of the sign. "Whatever. Let's find the road and get going to the city."

"The road should be here," Fluttershy said. "I go to Sweet Apple Acres a lot to check on the animals there, and the road goes right to the farmhouse." She pointed. Twilight glanced at the farmhouse. It was dark and silent, like the orchard. A stark contrast to the distant glory of the city. Twilight could almost hear the hustle and bustle of the metropolis on the horizon.

"So if there's no road, we'll just walk towards the city overland. It's an orchard, not a mountain range, so it shouldn't be difficult." Twilight took a deep breath and started walking. "I'm sure the others would have gone this way too."

"You're right," Fluttershy agreed, looking at the trees as they started into the orchard, the thick trees quickly hiding the farmhouse and barn from sight.

"Is the apple orchard this big in real life?" Twilight asked, trying to keep a conversation going in the unnatural quiet.

"It is really big," Fluttershy admitted. "But I don't think it's this big. We should have gotten out of the north field by now, I think. But this doesn't really look like it, with these strange trees..." She trailed off, looking at the apple trees lining the orchard in their neat rows.

"We're in a dream, so I guess I should have expected that." Twilight sighed.

"There's something up ahead. I think there's a clearing!" Fluttershy started to fly up and stopped, groaning. "I think you sprained one of my wings when you threw me like that..."

"If I hadn't, you wouldn't be around to complain about a sprained wing," Twilight snapped.

"No, I'm not-" Fluttershy looked down. "Sorry. I'm not blaming you."

"Good," Twilight said, sighing. "Sorry, I just don't like the idea that Nightmare Moon is trying to get to me like this."

"Um... isn't this Applejack's dream?" Fluttershy seemed confused.

"Yeah, but this is happening because of me. She knows I've figured out a way to hurt her." Twilight kept walking at a steady pace, watching to her sides for an attack to come. "So she's trying to take me out. She must be afraid to go after me directly, so she's trying to build up an army. Like how your Nightmare counterpart was probably going to kill you and take your place in the real world."

"Maybe she's not after just you," Fluttershy suggested. "I mean, we did go to the castle to help, and she probably remembers us."

"Fluttershy, don't be silly. I mean, no offense, but you're all just normal ponies. I'm Princess Celestia's personal student. Even if she's going after you four-"

"Five," Fluttershy corrected. "There were five of us that went with you."

Twilight waved a hoof, dismissing the concern. "The point is, if she's going after you, it's as a means to an end. There's nothing special about you."

"Oh..." Fluttershy muttered, looking down. A good friend would notice how much that had upset the mare. Twilight noticed something much more important to her.

"Oh no," Twilight groaned. "We went in a circle!" She sighed. There was a clearing, all right. And in it was the same farmhouse and barn that they'd just left behind.

"How? We were walking towards the city." Fluttershy looked around, and both of them saw the sign at the same time, the one they'd walked past.

"It wasn't us," Twilight sighed. "It's this world. I should have seen it sooner. It's not like walking between two dots on a map. It's like walking on the surface of a sphere - go far enough in any direction and you're back where you started."

"So what do we do?" Fluttershy asked. "Does that mean we can't get to the city?"

"I don't think we can," Twilight said, rubbing her chin and thinking.

"Get away from him!" Yelled a scratchy voice, on the other side of the farmhouse. Twilight looked up and ran around the house towards the noise.

Dash and a big red stallion were surrounded by trees. Trees which were rapidly closing in on them, gliding through the earth like they were circling sharks. A branch came down towards Dash like the fist of an angry minotaur, the pegasus trying to knock it aside with the sword she'd borrowed and only serving to get it stuck in the wood. She stubbornly refused to let go, and was slammed into the grass.

"Oh no! We have to help them!" Fluttershy gasped, rushing towards the danger.

"Wait! If you just run in without thinking you'll end up in trouble too!" Twilight groaned. "Pegasai," she muttered.

Though the trees didn't have a true front or back, Twilight could almost feel their attention turning to her and Fluttershy as the pegasus rushed towards her friends.

A red fruit launched towards Fluttershy, an apple thrown as hard as a baseball. She ducked, and it curved in midair, as if seeking her out. Fluttershy closed her eyes in anticipation of pain. There was the sound of something splattering wetly.

"Can't you do anything by yourself?" Twilight asked. Fluttershy opened her eyes to see a magenta shield protecting her, apple juice dripping from where the fruit had burst against the magical barrier.

"Thank you," Fluttershy said, weakly. Twilight rolled her eyes.

"Come on. We have to do something to rescue those two.” She winced as another barrage of fruit splattered against her shield. “This would be easier if I had that saw. At least then I could cut them down.”

Fluttershy whispered something that Twilight couldn't quite catch, and Sky Skimmer was at her side, wings snapping up, the brass feathers like knife blades. A cold wind blew past her, the arcane wings glimmering with an aura of pink and blue. The apples in the air hung in place, their motion arrested by the strong gust. Frost coated them as they were sent back with the force of cannonballs, a vortex drawing them towards one of the trees. Bark shattered as they smashed into it, the frozen fruit breaking the wood. The tree fell apart at the same time Fluttershy fell to her knees, sweat dripping down her face.

“I can't... I can't do that again...” Fluttershy gasped, trying to catch her breath. Sky Skimmer flickered like a candle sputtering near the end of its life.

Big Mac braced himself and kicked the tree that was pinning Rainbow Dash down, adjusting his aim. A good applebuck hit a tree just to shake it, and was as much about putting magic into the tree to ask it to drop its fruit as it was about force. This kick, though, was the sort that could bring a barn down, aimed upwards in an uppercut. Roots tore free from the earth, and it fell over, the roots moving unnaturally like scuttling legs before going still.

“I'm gaining a new appreciation for how hard it is for farmers,” Twilight said, her voice dripping with sarcasm. With the assault on her shield paused, she let it drop so she could put the energy into another spell, casting the fire-lighting spell she'd used in town for the helpless, yet fashionable unicorn whose name she couldn't quite recall.

The four trees still gliding through the earth like the fins of an unseen arboreal shark immediately caught fire, their leaves crisping and flaking away in a storm of ashes. The apple trees howled and thrashed in pain, their branches reaching towards the sky, curling and uncurling with the painful, knobby motions of broken limbs.

“Don't sit right, seein' trees burn like that,” Big Mac said softly, backing away from them. With how they'd been drawn towards Fluttershy and Twilight, the trees had gone from surrounding them to being surrounded. One of the trees screamed, falling over and breaking apart into charcoal. Dash struggled to her hooves and shook herself, loose feathers flying from where her wings had been forced into the ground.

“The Dash is back in action!” She shouted, picking up the sword in her teeth. Two more trees fell thanks to concussive bolts from Twilight, the unicorn starting to feel the exhaustion from using so much magic.

Only one remained, the flames on the tree going out as it pulled itself out of the ground, standing on a dozen scrabbling, clawed legs of wood. It stood taller than the others, its back black from the scorching flames that had erupted around it. Dash screamed a muffled war cry in what sounded like butchered Griffonian and stabbed the tree right in the heart. Which would have worked really well, if a tree had a heart. Instead, Dash found the sword almost yanked out of her teeth again, the blade firmly embedded in the wood.

Big Mac narrowed his eyes and lowered his head, charging the thrashing tree. Dash saw him coming and let go, jetting away with a quick flap of her wings. Big Mac turned as he approached, hooves sliding on the thick grass, putting his whole body weight into a kick at the sword, hammering it in like a wedge. The wood split with a thunderous crack, the bark splitting in a vertical line, the entire tree breaking in half.

Dash fell to the ground as a chunk of bark the size of a hoofball cracked her on the head. The howling from the tree stopped as it collapsed, the sword clattering to the earth.

"What were you thinking, coming in here?" Twilight demanded, helping Dash up with a not-so-gentle tug from her magic. The pegasus winced.

"Careful! You almost ripped one of my ears off!" Dash rubbed her head where the bark had hit it, finding a thin trickle of blood. "And I had to do something!"

"I'm surprised you even got this far," Twilight said. "You don't have a way to defend yourself. You're as helpless as a foal."

"I have a sword!" Dash countered, picking it up from where it had fallen. "I took care of those scarecrows easy while Big Mac bucked a hole in the side of the barn!"

Twilight's eye twitched. She could have just blown a hole in it? Her hooves were still raw and scraped from trying to pull herself up on the branch.

"Great," Twilight said. "And then you ran out here and almost got killed by trees."

"I don't think they liked that I was trying to fly away," Dash said. "Big Mac and I kept trying to get over there-" she pointed at the distant city. "And we kept getting turned around. So I decide to just fly up really high and see what the problem is, you know? But then I get too high and an apple knocks me out of the sky!"

"And so when did the trees decide to kill you?"

"That would be, ah, after Big Mac tried to buck them," Dash admitted. "We figured if I couldn't fly, we could leave a trail. We were gonna use apples. They're big and red and hard to miss, right? But that just made the trees angry, and. well, you saw how that turned out."

"Maybe I should give you a book on horticulture."

"Twilight, we have more important things to worry about than the culture of hortas!" She paused. "What's a horta?"

"You know what? I'd better lend you a dictionary first so you can get enough of a vocabulary that we can have a meaningful discussion." Twilight snorted.

"Um, has anyone looked inside the farmhouse?" Fluttershy asked. Three heads turned to look at her. "It's just... from what you said, you found me inside my house, so maybe that's where Applejack is too? And it's the only place we can really get to..."

"Ugh. You're right," Twilight groaned and rubbed her temple. "I should have looked there first. It was an oversight on my part." She gave it a good look, having completely ignored it before.

The farmhouse wasn't at all like how Twilight had seen it last. She'd seen it briefly before going into the barn, and even in the endless night it was warm and inviting. It could have been just a normal evening, if the clocks hadn't read being near noon.

The house in the dream, though, loomed dark and cold, giving an impression like a fortress of concrete and stone. Bars were set firmly in every window, the front door replaced with a heavy steel barrier covered in locks.

Locks on the outside, keeping something in.

"Interesting," Twilight said, looking at the door. "Most of the defenses are more about keeping us out. But this is the opposite." She touched the locks. They were very solid and real, clearly the work of the Nightmare.

"What do you think it means?" Fluttershy asked.

"It doesn't have to mean anything!" Dash snorted. "It's a dream. Dreams are just random stuff."

"Dash, don't be obtuse," Twilight muttered.

"Hey, I know that that word means! I'm not fat!" Dash stomped a hoof.

"I- what?" Twilight shook her head. "That's... never mind." She focused on the door, trying to open the locks. "This could take a while. I know how to pick locks, but without tools it's a slow process."

Big Mac stepped up beside her and looked at the door. He gently pushed Twilight aside to clear the way and sized the locked portal up with quiet consideration.

"It's not something you can just force-" Twilight started, before his legs impacted the steel door with earth-shattering force. Half of the locks shattered, the door itself buckling.

"Okay, that was pretty impressive. But-" Twilight continued. Big Mac ignored her and kicked the door even harder. The locks were just too tough to break. But the door frame wasn't quite as solid. The hinges tore free, the bent metal of the door falling to the side.

"Nice work, Big Mac!" Dash said, helping him pull the broken door out of the way.

"It shouldn't have worked," Twilight grumbled.

"Um, you said it was partly real, didn't you?" Fluttershy asked. "Maybe it's just real enough that he could-" Twilight shot her a glare. "Nevermind."

"It's probably... earth pony magic," Twilight said, dismissively.

The doorway led into dark nothingness, mist curling out like they'd opened the door to a freezer. Twilight braced herself and stepped through, the others following on her heels.

The mist cleared, revealing cobblestone and concrete. Straight streets stretched into the distance, disappearing into the misty horizon, streetlights buzzing to life around the assembled group and illuminating a city, more lights coming on in the distance, as if it stretched on forever.

"Does this mean she's afraid of a city?" Twilight muttered, quietly.

"Where are we supposed to go?" Dash asked. She sounded frustrated, dragging the sword behind her.

"Somethin's comin!" Big Mac warned. Twilight felt it a moment later, the ground shaking under them.

"Everypony stick together!" Twilight shouted. "I can put up a shield!" The four ponies backed against a building, watching the streets to see which way the danger would come from. The rumbling grew stronger, the source closing in. As it reached a crescendo, a pack of carts and wagons came roaring around the corner, dust trailing behind them. The carts were pulled by skeletal ponies, bones gleaming in the light from the street lamps, eye sockets empty save for a diffuse glow beyond the mist pouring from their skulls and rib cages.

Twilight's eyes went wide as they rushed towards the group, the nightmarish traffic jam covering the street from one edge to the other, a stampede of bony hooves and wheels.

She screamed and Eventide appeared, a shield forming. Thinking quickly, Twilight bent it into a wedge shape, like a ramp, just before the cart coming for them arrived. It hit the ramp with one wheel, tipping up and falling over heavily, the skeleton horse pulling it shattering as it landed on the cobblestones. The rest of the carriages rushed past.

"Applejack!" Dash shouted. Twilight glanced up. She saw an orange pony sitting in one of the carts, looking terrified.

"Hold on Applejack!" Big Mac shouted, shoving the overturned cart back on its wheels. "Y'all get in!" He quickly grabbed the bit as the others jumped into the cart, taking off before they were settled.

"You gotta catch up to them!" Dash yelled. Big Mac didn't reply, but the cart started to speed up, getting closer to the pack ahead.

"Y'all just stay away!" Applejack warned, trying to stand up and being pulled back down by seatbelts. "Git outta here and leave me be!"

"Don't be stupid, AJ! We're gonna save you!" Dash shouted. Big Mac got alongside the other carts, right next to his sister. Before the others could jump to her, the skeleton pulling that cart looked at him and pulled to the side, trying to run him off the road, the side of the cart scraping along the buildings lining the road.

As Big Mac tried to regain control and the others hung on for dear life, the pack of carts shuffled, Applejack being moved away from them.

"What do we have here?" Asked a voice, not quite familiar, from within the pack. Revealed at the center of the group was an ornate carriage, a far cry from the rustic or utilitarian carts around it. It reminded Twilight of what the lesser nobility in Canterlot had used when they wanted to show off their money.

The door of the carriage opened, and a pony stepped out. She was wearing an elaborate lacy dress in black and white, layered and obviously expensive, her barrel made more shapely with a corset, hooves covered with long socks. Her hair was up in a tight blonde bun, held with ebony chopsticks. Visible through a thin black veil were slitted, reptilian eyes.

She was so different looking, it took Twilight a moment to realize it was the mirror image of the tired, dirty mare they'd come here to rescue.

"Just like before," Twilight said. "It must be the Nightmare's doppelganger."

"That's a bit rude, don't you think?" Nightmare Applejack asked, leaning seductively against the doorframe, smiling at Twilight. Her country accent was gone, replaced with a refined upper Manehattan tone. "I'm no mere duplicate."

"Let me guess, Applejack burned down some apple trees or something and feels guilty about it," Twilight snorted. Fluttershy frowned and shot her a quick look, but didn't say anything.

"That would be an easy answer, wouldn't it?" Nightmare Applejack said, laughing a little. "Oh, if only. I'd like nothing better than to get away from that dreadful farm."

"I can see why," Twilight sighed.

"Terrible, isn't it?" Nightmare Applejack smiled. "Do you know what this place is?"

"A city." Twilight said, shrugging.

"It's my memory of Manehattan from when I was a filly." She gestured at the buildings. "I remember how impossibly tall the buildings were, how everything moved so quickly. It was scary!" She laughed again.

"She- she came back when she realized how much we meant to her!" Big Mac shouted between breaths as he ran as hard as he could.

"That is what I told you," Nightmare Applejack agreed. "But I suppose I didn't listen very well while Mother and Father told us how important integrity was!"

"Don't listen t' her!" Applejack yelled, from where she was held. "She's just lyin'!"

"I only came back because I made a promise to take care of the farm," Nightmare Applejack said. "It wasn't fair! Mother made me promise to take care of Sweet Apple Acres until she came back and then she went off and died!" Nightmare Applejack slammed her hoof into the frame of the carriage, shattering the wood.

"I wanted to leave and make something of myself, but because of her, I'm stuck at a farm in the middle of nowhere!"

"Applejack..." Dash whispered, looking at her friend. The orange pony looked down.

"Every day I just hope Granny will finally have the grace to die so I can sell the farm," Nightmare Applejack said. "If it doesn't happen soon, Apple Bloom will be stuck in the same prison I am."

"That ain't true!" Applejack said, turning pale. "I-I would never say that about Granny! Stop pretending like you know me! You ain't me!"

Nightmare Applejack laughed, starting to shimmer with midnight blue magic. The carriage was torn apart as she reared up, her legs lengthening and sharpening until they were blades twice as long as a pony was tall. Her dress constricted until it was skin tight, a fencing mask sliding over her features, eyes glowing from within.

"If you can't even be honest to yourself you don't deserve to be Applejack!" Nightmare Applejack shouted, spinning on the tip of one blade like a ballet dancer before launching into the air towards her.

The real Applejack froze in terror at the descending blades, before a hurricane-force wind blew her duplicate to the side.

Fluttershy panted, Sky Skimmer standing behind her, wings extended.

"Nice work, Flutters!" Dash said. "You guys keep her busy and I'll save AJ!" Dash went for her, the sword in her teeth.

Nightmare Applejack caught herself, bladed limbs scraping on the wood of the cart she landed on. She spun around, flipping over with easy grace, and jumped again towards Applejack and Dash, the pegasus turning to knock one of the blades side with her sword. Dash flew up, one of her feathers cut cleanly with a near-miss from the Nightmare creature, the tip of the feather fluttering down to get trampled underhoof by the carts. Her balance thrown off, Dash was forced to land two carts away. The Nightmare chased after her, skidding to a stop as glowing butterflies got in her face.

“Get away from her!” Fluttershy shouted, tears in her eyes. More shimmering insects flew from Sky Skimmer, latching onto the skeletal pony driving the Nightmare's cart and making it stumble. With a lurch, the pony lost its balance and went under, the cart tipping up. The Nightmare standing on it jumping away blindly to land on another wagon.

The tipping cart spilled over, wood breaking, and was quickly left behind, the twelve others shifting to fill the gap.

“Oh no you don't!” Twilight yelled, Eventide diving down from above. Nightmare Applejack glanced up, shaking the last of the butterflies off, and skittered quickly towards Twilight, Eventide hitting the cart just as she left, the dream construct smashing it into kindling that was quickly overrun and vanished into the distance.

“You cannot defeat me with such crass attacks,” Nightmare Applejack snorted, her eyes glowing through the mask. “I'm not the crude, clumsy mare I pretend to be. I have grace and style, though both are completely wasted in my prison!”

“It ain't a prison!” Applejack shouted. “I-it's my farm! And my family! And I love them!”

“I love my family,” Nightmare Applejack agreed. “But not the rest.”

“Now, while she's distracted!” Twilight whispered. Fluttershy nodded and a burst of ice erupted under the cart the Nightmare stood on. The wheels hit the ice, losing their grip as the cart was sent spinning. The Nightmare braced herself and jumped for Fluttershy, spinning in the air like a top around one of her long bladed legs, escaping as the cart smashed into a concrete wall.

Fluttershy gasped as the Nightmare landed on her wagon, sword-limbs driving deep into the wood. The pegasus paled and fled, flapping as hard as she could just to get to the next coach. The Nightmare flashed with light, and her swords came free, the cart splitting neatly, parting into four perfect slices as the Nightmare chased after her.

“Oh no you don't,” Big Mac growled, shouldering his way into the coach the false Applejack was running across, knocking it off-balance, the skeletal pony unable to compensate and the whole thing overturning. The Nightmare double barely got away in time, jumping as it crashed to the ground and hitting the side of the next wagon, using her sharp limbs to climb up the side.

“I always forget how strong you are, Brother!” the Nightmare shouted. “Stronger than I ever was, even strong enough to like the stupid farm!”

“Stay still!” Twilight screamed, her eyes glowing. Evenshine rose up from below the wagons, the construct shimmering. Twilight winced, her ears flattening. “No! I don't need them! I can beat this on my own! I'm the one that's supposed to beat Nightmare Moon, and I don't need help!”

Evenshine reared up, its iron mask corroding in an instant, the edges turning ragged as they started to flake away. From within the eye holes, a glimmer of green shone for a moment, as if from a great distance, like a star in the night sky. It howled, rusted barding appearing in the air around it before slamming into place, a sickly-looking green gem appearing over her chest. Evenshine herself seemed to wither, almost mummifying as the armor latched itself into place.

“I can beat them... all by myself...” Twilight repeated, panting. Evenshine roared, the gem on its chest blazing like a torch. It rose into the sky, trailing rust and emerald sparks, wings spread wide. With a glimmer of sparks along its horn, the gem flashing in time with the magic. A deep shadow appeared under the Nightmare, edges rimmed with emerald light. It jumped away as a barbed cage sprung up, made of darkness and crackling energy, crushing the cart it had been standing on into a compact sphere hanging in the air, skeletal driver and all.

“Woah! What are you doing?!” Dash yelled. “Twilight, something's wrong with your thing!”

“Nothing's wrong!” Twilight screamed, starting to panic. Eventide roared again, with an odd echo like a mare screaming in agony. Six shining stars descended from the sky, streaking like comets towards the Nightmare. It saw them coming a mile away, leaping to the front of the wagon it stood on and slicing the head from the driver, sacrificing it and making the cart flip. As it started to go over, the Nightmare kicked it with the same precision Big Mac had shown against the trees, sending it into the air. The lights from the sky impacted against it, consuming it utterly, shrapnel raining down on the ponies.

“You're stronger than you look,” Nightmare Applejack said, just as the real Applejack stood, Dash having managed to free her. “But all I have to do is kill her to be free!”

“Don't!” Fluttershy screamed, a vortex forming around the Nightmare, Sky Skimmer tackling her in the brief moment she was held, the Nightmare sent crashing through her ornate carriage with enough force to shatter it and send her into another wagon entirely, lying prone in the broken boards.

“Nice shot, Flutters!” Dash yelled. She stuck out her tongue, carefully guessing the distance before throwing the sword, the blade catching in the spokes of the wagon. As the wheel jammed still, it was sent flipping over like the others, the Nightmare still inside. The wagon fell into two parts as the Nightmare cut it, jumping from the cobblestones before it could be trampled by the few remaining carts. Only a hoofful were left, forming a ragged line across the street.

“Almost got 'er.” Dash muttered, making an annoyed sound.

“You're just all... in the way!” Twilight groaned, as green sparks danced from her horn to ripple along her coat, leaving painful-looking burns. The light from her magic hardened to a pure, white blaze, and Eventide lifted the cart Dash and Applejack were on into the air, the two only barely getting away in time, Dash grabbing the farmer and flying awkwardly back to Fluttershy as Eventide threw the entire cart through the air at the Nightmare.

“And you think I'm the monster?” The Nightmare asked, jumping to one of the buildings to avoid the thrown cart, the wagon she had been standing on exploding into scraps as the two carts collided. The Nightmare jumped down to the last wagon.

“I'll... I'll beat you...” Twilight mumbled, swaying on her hooves. Eventide shimmered again as the glowing light went out of Twilight's horn, the rusty barding falling away and the green gem shattering. Eventide's old form was left, exposed and still wasted, obviously weak. Twilight collapsed to her knees, Eventide barely visible, fading and flickering before vanishing entirely.

“Just rest, Twilight,” Fluttershy said, putting a hoof on her shoulder. “You don't need to do this all on your own.”

“Yes I do,” Twilight mumbled, her eyes closing as she started to fade from exhaustion.

“Nowhere to run now!” Nightmare Applejack called out, from where she stood on the last remaining cart, the skeletal driver still pounding away at the cobblestones like a machine, Big Mac having trouble keeping up the pace.

“You're right,” Fluttershy said, quietly. “I'm sorry. I don't like hurting others. But I'll do it to protect my friends!” Sky Skimmer appeared before her, wings shining bright.

“That's just a dream. And you'll fail, just like I failed to grasp my dreams!” Nightmare Applejack jumped, legs splayed and twitching. Sky Skimmer didn't wait for her to come back down, intercepting her in the air and knocking her away with a butterfly-filled gust of wind. Without wings, the Nightmare wasn't able to resist being blown off course, slamming into the skeleton that had been driving the last of its carts. The bones crumbled as it hit them, the cart lurching as it hit the sidewalk. She had barely enough time to scream before the runaway cart hit one of the streetlamps, the wood breaking as the Nightmare was crushed.

Big Mac slowed to a stop and collapsed, covered in sweat and trying to catch his breath. Fluttershy knelt next to him and tried to help, directing breezes to cool him down.

"It's finally over?" Applejack asked, looking at where the other cart had crashed. Her doppelganger was there, broken and twisted, the boards of the cart almost flat against the streetlight. The blades on her forelegs were shattered, and she was slumped over the hulk of wood, barely breathing.

"Applejack, all those things she said about Sweet Apple Acres..." Big Mac looked up at her. Applejack couldn't meet his gaze.

"...I never wanted y'all to know. I know how important the farm is to the family. Not just us, but all of the other Apples across Equestria. I just... I hate it, Big Mac." She looked at her duplicate, tears in her eyes. "Every day I go out there an' work from sunrise to sunset, just to keep the farm goin'. We can't get no field hands because Granny Smith doesn't want anyone who ain't an Apple working the fields. If I left, she'd prolly make Apple Bloom help you even more than she does now. She'd never be happy like that, Big Mac. She'd just get stuck like I did."

"You could have just said something," Rainbow Dash said, quietly. "You know I would have helped."

"I know," Applejack said, smiling. "But you're still chasin' your dreams. I had to give up on mine. Don't you ever give up on them, Dash. You just end up a broken mare like me."

"You're not broken," Dash said, more firmly. "You're the strongest mare I know. Nopony else is able to keep trees going like you are!"

"An' it feels like it's killin' me slowly to do it," Applejack said. "The only reason I'm doin' it is because of the promise I made." She took off her hat to look at it. "This was my momma's hat. She went out to Flame Geyser Swamp to make a delivery and made me promise to take care of Sweet Apple Acres while she was gone."

"She never came back," Fluttershy said, quietly. Applejack nodded, putting her hat back on.

"When I came back from Manehattan... it was because breaking the promise was eating me up inside..." Nightmare Applejack gasped. Her mask fell away, revealing a face twisted in pain and torment. "I gave up my dreams... Because of this farm and my family, I'll never be happy again!" She hissed the last words, coughing up blood.

Applejack walked over to her and knelt down, their foreheads touching.

"I'm sorry. All I've been doing for years now is tormentin' myself because there wasn't no right thing to do."

"If I'd told my family or my friends, maybe it could have been different, if I'd been honest about how I felt instead of just a stiff upper lip and pretending I liked the work and chores."

"You are a part of me," Applejack sighed. "Th' part of me that remembered I had a responsibility to myself and not just other ponies. Momma would be furious if she found out I'd been makin' myself miserable on her account. I need to start bein' honest with myself, and go after what I want."

Nightmare Applejack smiled weakly and nodded, the blood and broken body vanishing in a sudden burst of falling, golden leaves, which sizzled and vanished as they hit the ground. The cart was next, falling apart into nothing.

A mask appeared hanging in the air in front of Applejack, a simple and refined domino mask. A pony faded into place behind it, not quite as solid as the mask, as slim and tall as a supermodel with a coat of dappled gold. Her feet ended in delicate points of silver hanging a few inches above the shadow she cast, and she smiled at Applejack with eyes of solid, faceted emerald. The pony's steel-blue mane hung all the way to the ground in long, thin braids, each tipped with a glittering topaz.

"Masquerade..." Applejack whispered. There was a flash around her neck as a golden necklace appeared, centered on a gem shaped like an orange apple.

Big Mac stood up, nodding his thanks to Fluttershy, and walked over to Applejack. Wordlessly, he pulled her into a hug.

"Hey, AJ! Let's head back and pull out one of those barrels of cider you've been saving!" Dash said, flying up. Applejack laughed and let Big Mac go.

"I reckon that sounds like a good idea," Applejack said, her voice quavering. "I could use a good stiff drink."

“Is Twilight okay?” Dash looked back. “That thing that happened was...” She shivered. “It felt wrong.”

“She's asleep,” Fluttershy said, checking her. “I think she's just exhausted.”

“I hope that's all it is...” Dash muttered, keeping an eye on the mare. Her coat was streaked with sweat, burns from the strange sparks criss-crossing her body with spots of burned hair, her mane a mess with locks of hair going in all directions. Twilight's legs kicked feebly as she lay in the grips of some terrible dream, like she was running from something chasing her.

Chasing her and catching up.

Author's Note

Twilight probably just needs a good nap and some anger management classes.

Yeah, that's the ticket.

Chapter 6: Mare Imbrium

Twilight groaned, waking up from her dreamless sleep with a pounding headache radiating from the base of her horn, the kind of migraine she hadn’t had since she stopped having problems with her magic flaring up. She rolled out of bed, not even opening her eyes, stumbling blindly towards the bathroom.

She reached for one of her bottles of pills with her magic and winced, feeling a spike of pain from exerting her magic. Twilight had enough skill to avoid losing control of the magic despite the ache. It was a lesson she’d learned over years of study, something she’d needed to avoid losing her focus in the middle of long, complex spells where one slip would mean disaster.

Twilight poured a glass of water and downed the painkillers, sighing and resting her head on the sink for a moment, the porcelain cold against the side of her face.
She opened her eyes, though in the darkness it didn’t make much of a difference.

“I lost control,” she mumbled. “Why?”

Twilight stood and looked at herself in the mirror, creating a little light with her horn, just enough to see her own bloodshot eyes and the unhealthy pale tone to her coat. She almost called on Eventide to get a look at the construct, but a black wave of fear overtook her and stopped the unicorn. What if she lost control again here, in the library?

Twilight took a deep breath, trying to steady herself.

Something tickled at her nostrils. A fire. She felt panic for a moment before relaxing. Of course there was a fire. Spike or Fluttershy had probably kept it going through the night. With the way the butter-colored pegasus was afraid of the dark, they were probably going to run out of firewood even more quickly than before.

Twilight looked back towards her bed and decided going downstairs seemed like a better idea instead. She wasn’t going to be able to sleep until the painkillers took effect, so she might as well go for a walk, and if the fire was going it meant somepony was still awake. She might even get decent conversation out of it. At least Fluttershy was a good listener. Why, she'd even sat and listened politely for hours while Twilight spoke at length about how Celestia should have listened to her all along, and how glad she was that she didn't have the same kind of personal problems as everypony else in town.

She made her way to the main floor of the library. A pony stood between her and the fireplace, staring into the flames.

“Fluttershy?” Twilight asked, getting closer. The pony raised her head, not looking back at Twilight. Twilight spotted her prismatic mane and tail and sighed.

“Oh, it’s you,” Twilight said. “Did you come to check up on Fluttershy? Or maybe you’re finally returning that sword. I told you before; it’s not designed for a pegasus.”

“I had to take care of some stuff,” Rainbow Dash said, still watching the fire. “There were things I kept putting off, and now I can finally deal with them.”

“Okay…” Twilight frowned.

“You’re an impressive pony, Twilight. It’s no wonder Celestia took you as her personal student.” Dash picked something up, throwing it into the fire. “It’s too bad she abandoned you when you really needed her to trust you.”

“What are you talking about?” Twilight asked, frowning. As she watched in horror, Dash threw a book onto the flames. Her eyes went wide as she ran closer and saw that an entire pile of parchment and notes were burning into ash, a half-dozen books already ruined and more starting to catch on fire. “No!”

“Is something going on?” Fluttershy asked, yawning, as she sat up from where she’d been sleeping on a pile of pillows.

“Your idiot friend has gone crazy and she’s trying to burn my books! We have to save them!” Twilight pulled one free, only for it to flare up and start burning even brighter, the fire spreading as she dropped it in alarm.

“Wow, this place is getting hot!” Dash smirked, turning to look at Twilight with blue, serpentine eyes. “Normally two mares screaming and sweating would be right up my alley, but I’ve got to go. Lots of work to be done, you know.” She laughed, jetting out a window, smashing the glass on her way out.

“We have to stop the fire from spreading!” Twilight screamed. “I’ll go get water!”

“I think I can-“ Fluttershy focused, Sky Skimmer appearing behind her. A cold, wet wind blew through the library, the flames flickering and starting to go out. A small cloud formed as she worked, sweat beading her brow, before erupting into rain right over the fireplace, dousing the flames. Gray, ashen water cascaded over the floor.

“Why would she do this?!” Twilight gasped, tears in her eyes as she picked up a book that had been scorched by the flames. She opened it, the ancient tome’s pages brown around the edges. It was the book that had started this whole mess. The illuminations of Celestia and Nightmare Moon were scorched, the solar mare looking almost as black as her evil counterpart on some pages.

“Did you see her eyes?” Fluttershy asked, as she pushed what was left of the raincloud out of the broken window, wings straining. “I don’t know if that was really Rainbow Dash…”

“You’re right!” Twilight said, blinking. “But that would mean…” She rubbed her chin. “We need to find her so we can confirm that one way or the other. She’s staying with that farmer now, right?”

“I helped her move some of her things,” Fluttershy confirmed, nodding. “But she didn’t let me do much. She wouldn’t even let me into her house. She made me wait outside while she packed.”

***

“Now I remember why I never wanted to go to a farm again,” Twilight grumbled, as she walked through the half-frozen mud. It was the worst of both worlds, solid enough from the frost to nearly support her weight, only to let her down as her hoof broke through into cold, watery mud underneath. She was covered up to her knees in muck now, and between the long walk and the cold, she was getting exhausted.

“This isn’t good,” Fluttershy said quietly, the pegasus light enough on her hooves that she wasn’t cracking the thin crust of rime, something Twilight was very jealous of.

“Tell me about it. It’s hard enough getting a hot bath around here, and I’m going to need ten just to get the stink of farm mud and manure out of my coat!” Twilight kicked a clump of mud off of her hoof.

“That’s not what I meant,” Fluttershy said. She looked up. “There’s a storm coming, but the wind and pressure aren’t right for it. The only time I saw a storm like this, it was in Cloudsdale when they were building a thunderhead by hoof. Our teacher took us so we could learn how storms come together, but I got so scared I hid behind Dash the whole day.”

“How long before-“ Twilight started, as thunder cracked, lightning flashing across the black sky, illuminating the twisting, swirling clouds overhead. At that same moment, a downpour started, the rain ice-cold and coming down all at once without a drizzle or buildup.

“Um, now.” Fluttershy whispered.

“Thanks,” Twilight grumbled.

“What in th’- Hey! What are you two doin’ here?” Twilight and Fluttershy turned to see Applejack holding onto her hat and waving them over. “We gotta git inside before we catch a cold!”

“Oh, I’m gonna catch something alright,” Twilight grumbled, forming a shield that managed to keep at least some of the rain out, like a pink umbrella overhead. “Something rainbow-colored and stupid.”

“Y’all are looking for Dash?” Applejack asked. “I should’ve known. Come on in, we’ll talk once you ain’t shiverin’ out of your skins.”

***

Twilight tried to dry her mane with the towel Applejack had given her, and started to feel at least a little better. There wasn’t much she could do about the mud. Even after wiping her hooves, part of her felt dirty.

“Did you see Rainbow Dash?” Asked a little voice. Twilight pulled the towel away from her face to look. A little orange filly was looking at her with wide, worried eyes. “She’s been gone since last night and she didn’t even tell me where she was going!”

“Don’t you worry none, Scootaloo,” Applejack said, patting her on the back. “If there’s any pony who can take care of herself, it’s Dash. Well, that or get her fool self hurt doing something stupid to try an’ impress us.” Applejack laughed a little and took off her hat, hanging it near the door.

Twilight grimaced. “She didn’t seem hurt but- maybe we should talk in private?” Twilight asked. She didn’t know the filly well, but these were probably things better not said in front of impressionable young foals.

“That’s prolly a good idea,” Applejack nodded. “Scoots, can you take care of Apple Bloom for a bit? She’s been scared of storms for as long as I can remember, and havin’ a friend there would go a long way in making her feel better.”

“I… okay,” She sighed, walking off slowly to find Applejack’s sister, looking down at her hooves.

“Thanks, Applejack,” Twilight sighed.

“It ain’t no big deal,” Applejack said, quietly.

“Um, I’m sorry if this is a strange question, but after we were helping you… why do you use that accent?” Fluttershy asked.

“I’m a farmer. Everypony knows how a farmer gotta talk, and if you don’t act like you’re from so far out in the sticks that you ain’t even heard of book-learnin’, well, other farmers look down at you for it.” Applejack blushed. “It was hard, you know?” Her country accent faded to a refined Manehattan tone. “I grew up speaking like that, then when I finally broke the habit, I had to relearn it all again.”

“You don’t have to use it around us,” Fluttershy smiled. “Just be the pony you want to be.”

“Thank you,” Applejack smiled.

“That’s touching and all, but we have more to worry about,” Twilight frowned. “Like Rainbow Dash. I woke up to find her burning all of my notes and tossing books on the bonfire! And from the way her eyes looked…” She met Fluttershy’s gaze. “I don’t know if it was really her, or if she was replaced.”

“She was acting strange last night, too,” Applejack said, leading them into the dining room and sitting down at the table, Twilight and Fluttershy sitting down across from her. “She was acting really strangely – strangely for Dash, even.”

“What do you mean?” Twilight asked.

“She barely touched her food. Rainbow Dash never turns down a free meal. She didn’t even have any pie.” Applejack scowled. “Nopony turns down an Apple family apple pie unless they’re allergic or something’s really wrong.”

“She’s sure not allergic to apples,” Twilight said. “But did she do anything really strange, or evil, or anything? Like, did she try to eat your sister or burn down an orphanage?”

“…Twilight…” Fluttershy sighed.

“She was burning books, Fluttershy!” Twilight yelled. “A pony that burns books is capable of anything! Even Nightmare Moon wouldn’t burn books, probably! Burning books is even worse than burning ponies!”

“You’re overreacting, Twilight,” Applejack sighed. “But after dinner, she took off. She said she had something important she needed to do, and asked me to take care of Scootaloo until she got back.” The farmer scowled. “Scootaloo’s a good foal, but Dash had better come back. Last time somepony asked me to take care of something while they were gone, it didn’t turn out so well.” She glanced to where she’d hung up her hat.

“It won’t come to that,” Fluttershy said firmly. “I know Dash. She’d never just abandon somepony. But… she really believes she can do anything. If she left Scootaloo here with you, it means she thought it might really be dangerous.”

“But not dangerous enough to ask one of us for help?” Applejack asked. “Or even tell us where she was going?”

“She doesn’t like asking for help,” Fluttershy said. “And if it was something really important, she might think she has to take care of it on her own.”

“Well whatever it is, we need to find her, or her evil book-burning twin, or whatever it is that’s going on around here!” Twilight snapped. “The longer we take, the more that can go wrong!”

“If she’s in trouble, it’s because she ran in without thinking,” Applejack pointed out. “That’s kind of her style.”

Twilight took a deep breath. “You’re right. I’m sorry.” She took another deep breath, trying to calm herself. “Okay. Let’s think this through. We’ve got a storm that shouldn’t be here, a pegasus who may or may not be her evil twin, and given past experience, it’s pretty obvious what happened. Nightmare Moon must have gotten to her and managed to do what she planned to do to you two before I saved you.”

“Is Dash… gone?” Scootaloo asked, from the doorway. She and Apple Bloom were standing there in the shadows. Fluttershy ran over and swept the filly into a hug, the orange foal almost in tears.

“She’s in trouble,” Fluttershy said, calmly explaining as best she could. “We’re going to go and help her. Do you know where she might have gone?”
Scootaloo shook her head.

“Everything has to be connected,” Twilight said. “The timing is too suspicious for anything else. Fluttershy, you know about storms. Can you tell where the center is?”

“Oh, that’s really difficult unless it’s a well-developed storm cell,” Fluttershy said, looking up at Twilight. “Most of the weather that Cloudsdale exports is only ad hoc… um… I can’t explain this as well as Rainbow Dash, but it’s like, they ship out raw materials, like rainclouds and lightning generators. That’s why we have the weather team. They put things together to make more complicated weather structures. Ponyville doesn’t usually need anything too complex, so most of the rain is just a single cloud layer applied over a wide area, like rolling out a rug. It doesn’t last long, but it’s good enough for a rain shower.”

“And more complicated things, they’re more like, what, putting together a table?”

“More like a whole house,” Fluttershy said. “For a real thunderhead you need all kinds of specialists, but we almost never need something like that here. If they’re built right it can rain for weeks at a time.”

“Why would you need that?” Applejack asked, frowning.

“Usually it’s to correct for long term weather imbalances,” Fluttershy explained. “I don’t understand all of it myself, but the weather around Equestria gets harder to control over time if it’s over-managed. It has something to do with pegasus magic oversaturating the air. But a big storm can clear it out in a few days. They need to be really careful when they’re making them, though, because usually it’s already hard to control the weather and they have to be exact about the structure. If it isn’t done correctly, you can get hail or tornadoes or worse.”

“For somepony who says she doesn’t know much, you sure know a lot about it,” Applejack noted, raising an eyebrow.

“It’s what I was studying in flight school,” Fluttershy admitted. “It was years ago, though, and I haven’t even tried to apply to the weather team since I dropped out. I don’t know if I would have passed the test, though. I’m not very good at flying and… I was mostly doing it because it’s what my parents do for a living.”

“That still makes you the best expert we’ve got,” Twilight said. “I’ve read books on the weather, but it was all theory.”

“And I was too busy learning how to turn a seed into a sapling,” Applejack sighed. “Not that it would have made a difference. The only thing they teach earth ponies about the weather is how to ask the local weather teams very nicely for more rain, and not to argue when they say they can’t spare any.”

“I’ll look, but I can’t promise anything. It’s so dark…” Fluttershy let Scootaloo go, smiling at her weakly, before turning to the window. “Is it okay if I open this? I need to feel the wind a little.”

“How about we go out on the porch?” Applejack suggested. Fluttershy nodded, and the farmer led her outside to the covered porch. Fluttershy trotted right to the edge, stray raindrops hitting her face as she paused in thought, looking up at the clouds.

“I hope this works,” Twilight muttered.

“If you have a better idea, I’d like to hear it,” Applejack snorted.

“It’s… I think it’s all coming from above Ghastly Gorge!” Fluttershy gasped. “The way the clouds are moving, we have a bigger problem than I thought!”

“What do you mean?” Twilight frowned.

“They’re all turning around a central point, and the storm is getting stronger instead of weaker. It doesn’t make sense – that should only happen if it’s over open water! If we don’t find a way to stop it soon, it’s going to turn into a hurricane, right over Ponyville!”

***

“Why would she put her house over a place called Ghastly Gorge?” Twilight frowned, as they walked through the storm towards the landmark. Scootaloo had insisted that Dash had moved her house there a week ago. The two foals were back at the farm, Big Mac almost having to sit on them to keep them from running out to help.

“Maybe she was trying to keep anypony from bothering her,” Fluttershy suggested.

“Maybe,” Applejack shrugged. “But moving farther away from town? She’d park her flank over Town Hall if she could get away with it, just so everypony would be able to see her more often. She’s not exactly the type to shun attention.” Applejack hadn’t bothered taking her hat back, either afraid of losing it in the high winds or just not feeling like she needed to keep up appearances around her friends. Instead she’d wrapped a thick white scarf around her neck against the cold, the ends whipping wildly as gusts of wind assaulted them.

“Not all attention is good,” Fluttershy muttered. “Maybe she’s worried ponies will try to steal her food.”

“Nothing worries a thief more than other thieves,” Applejack snorted.

“Shh!” Twilight hissed, looking around. “Quiet!” There was silence for a moment. “Do you smell that?” She looked at the scrub around them, indistinct in the gloom and heavy weather. She could sense something, the smell of citrus and hot metal.

Lightning crashed down around them, hitting the broken branches of a tree only a few dozen paces away. For a moment the scrub around them was lit up by the bright strobe of bluish-white light. In that brief flash, they all saw it standing next to the road, a tall, thin pony, big enough that it could have stood at eye level with Princess Celestia, colored a flat, uniform black.

It wouldn’t have been so bad if the pony at least had a face.

Fluttershy screamed and ran.

“No! We can’t get separated in this storm!” Twilight grabbed her tail with her magic, keeping Fluttershy from fleeing into the darkness.

“Hang on!” Applejack yelled, running for where she’d seen the monster and bucking blindly, hitting only air. Lightning flashed again, and it was already behind her, one forehoof raised high over Applejack, ready to stomp down on the earth pony.

“Watch out!” Twilight screamed, Eventide appearing at her side and rushing for the shadowy monster, only to pass through it like it wasn’t even there.

The hoof came down, the monster not even flinching from the attempted attack. Maybe it hadn’t even noticed that Eventide was there. Applejack’s eyes seemed to glow for a moment, and a heavy topaz, cut into the shape of an apple, appeared at her throat. A golden necklace grew from it a moment later, securing it in place around Applejack’s neck. A bite was taken out of the side of the apple, a crown-cut diamond filling the empty space.

The hoof stopped as a masked pony appeared before it, holding it up with both front hooves. Unlike Eventide, Masquerade seemed to have no problems interacting with the nightmare creature. The nightmare was shoved away as Masquerade pushed it off-balance, forcing the elongated terror to stumble back.

“What?” Twilight whispered. “Why can she do it when I can’t?” She felt a brief wave of pain from her horn, her headache starting to return. Was it just that she was too tired? Had the last fight taken that much out of her?

It made sense, in its own way. The way her head had been hurting since she woke up was a classic symptom of moderate magical drain. She’d been constantly fighting monsters and walking miles through dreamscapes and having to deal with ponies who couldn’t accept that they had some silly minor flaws. Twilight was just glad that her only mistake was not forcing Celestia to listen to her warnings. If a nightmare version of her showed up, she’d be happy to admit to that.

Masquerade ran into the monster with all the grace that Twilight expected from an Earth Pony’s imaginary friend. It knocked the beast back but didn’t do much to actually stop it.

“I can…” Twilight tried to focus, ignoring the pain shooting through her horn. Eventide flickered, fading to near-invisibility. It was a particularly bad time for it. As the magic along her horn crackled wildly, the magic failing to ground itself into a spell, another black shape rose out of the darkness, a mass of tentacles reaching for her.

“Hang on!” Fluttershy yelled, pulling Twilight back with her hooves as the tendrils grabbed for her. Sky Skimmer flashed down out of the sky, a wall of glowing butterflies blocking the unknown horror from advancing further.

“What are all these monsters doing here?!” Applejack asked. She ducked back as Masquerade sent a flurry of forehoof punches into the tall pony, none of them with much force behind them, but coming so quickly that the larger pony couldn’t fight back, stunned by the jabs. “I thought you said they weren’t really here!”

“They crossed over in the Whitetail Woods too,” Twilight mumbled. “They’re using those… ghostspaces to enter our world.”

“Well we need to send them back!” Applejack yelled. “Come on… I could use a little help here! I don’t suppose anypony wrote a manual for how to use these things?”

“I was working on it before Rainbow Dash burned my notes!” Twilight snapped.

“Please stop arguing!” Fluttershy said, focusing. She was struggling just trying to keep Twilight and herself safe. From what Twilight had seen, Sky Skimmer could easily throw down some pegasus ice magic or a windstorm and take care of them, assuming Fluttershy wasn’t busy running away or fainting.

“Come on… you’re Stronger than that…” Applejack growled, gritting her teeth. The diamond in her necklace changed color, turning a bright ruby red. Masquerade’s mask did the same thing, the dull silver changing, the mask growing more elaborate as a red glaze washed over it.

Masquerade punched the dark nightmare, and it fell back, the hoof landing with the sound of a thunderbolt, a spray of sparks erupting from the blow.

“That’s it!” Applejack smiled, looking up. “I can feel it now!” Golden energy like crawling lightning crackled around Applejack’s hooves, rushing through the ground and into Masquerade. The dream construct jumped into the air, horseshoes glowing with a hot light like gold reflecting the summer sun. It connected with a strong back hoof into the side of the monster’s head.

The nightmare exploded, tearing apart from the blow like glass shattering under the blow of a hammer. Masquerade landed lightly, almost floating to the ground. A tentacle from the other beast hit it on the side, knocking Masquerade to the side, the red color fading.

Applejack coughed, spitting to try and clear a tightness from her chest. “I lost my concentration!”

“I’m sorry,” Fluttershy whispered, as she let her shield go, the butterflies dissipating. The tentacle horror immediately turned back towards her, before a polar vortex swirled down, the rain around the monster freezing into hail.

Twilight screamed as the tendrils grabbed her neck and forelegs, dragging her towards the monster. She could see it clearly now as she fought to get away, her horn glowing brightly as she pulled at the shadowy tentacles grappling her. It was almost like a rose, the sinuous limbs emerging from between the petals, one longer root anchoring it to the ground.

Sky Skimmer flapped its metallic wings, the brass feathers flaring out and glowing along their edges. Twilight felt her breath freeze into ice around her muzzle as the temperature plummeted past anything seen naturally in Equestria. The monster stiffened, slowing down as it froze, and Twilight felt a surge of fear as the cold crept over her as well before it suddenly stopped, the arctic temperature stabilizing and the tentacles around her going limp where they weren’t frozen solid.

Twilight jerked away, trying to free herself, and the tendrils ripped free, breaking cleanly with the sharp crack of shattering ice. Cracks ran along the rose-like monster as it broke apart as well, falling to the ground in chunks.

Twilight got her neck free, and sucked in air, breathing heavily. “That was- I almost got killed!” She glared at Fluttershy.

“I can’t do two things at once…” Fluttershy looked down. “I had to stop it before somepony got hurt.”

“Before somepony got hurt?!” Twilight snapped. “I think I have frostbite on my nose! And it was trying to strangle me to death!”

“Well maybe if you’d done something to help instead of hiding behind Fluttershy, it wouldn’t have happened,” Applejack said, glaring at Twilight.

“It’s not my fault that something’s wrong with Eventide!” Twilight yelled. “If I’d known it was like this, I would have spent time studying it before we ran off after Rainbow Dash! Unless…” she gasped. “She probably did something to it when she was burning all my notes!”

“Nah, it’s all you,” said a voice from above, cutting through the white noise of the rain and distant thunder. Twilight looked up to see a low-hanging cloud, Rainbow Dash lounging comfortably on it.

“You!” Twilight growled. “You’re going to pay for burning those books!”

“You don’t need ‘em. Things are better this way. You know…” Dash rubbed her chin. “I bet if you went and begged really nicely, Nightmare Moon might agree to make you her student. She knows way more about magic than Celestia does.”

“Maybe dark magic, but-“

“But what?” Dash raised an eyebrow, looking down at Twilight with slitted teal eyes, gleaming in the dim light like off-color coals. “Dark magic, regular magic, it’s all the same, right? Hey, if you want, I bet I could introduce you! I totally got a thing going on with Nightmare Moon.”

Applejack snorted. “Of course you do. You’re a copy made with her evil magic.”

“A copy?” Dash looked hurt. “I’m the real thing. You should know how this works by now. I’m not hiding anything, and I’m even in the real world. That makes me the realest. Realest is a word, right?” She looked at Twilight for confirmation.

“Well, realist is a word, but-“

“There you go. That’s me. The realest Rainbow Dash.”

“Well her vocabulary is about the same size,” Twilight grumbled, rolling her eyes. “But unless I’m mistaken, the actually real Rainbow Dash had magenta eyes, not evil dragon eyes. Your disguise isn’t as good as you think.”

“Fine, then I’ll prove it!” the Nightmare Dash stood up, glaring down at the three ponies. “You know where to find me. You can see for yourselves that I’m keeping things real, and she’s the one faking!” Nightmare Dash stuck out her tongue and sped off, leaving a dark rainbow contrail behind her, in the shades of the sunset and night instead of the bright colors of a real rainbow.

“What did she mean by that?” Fluttershy asked.

“Nothing,” Applejack frowned. “Fluttershy, you and me know Rainbow Dash better than anypony. She’s the most loyal pony on the planet. Maybe the most reckless, too, but her heart is always in the right place. That copy is just trying to make us question her.”

“You’re right,” Twilight agreed. “I don’t know her well, but she jumped right in to try and save you two. Whatever Nightmare Moon is doing, she clearly isn’t finished yet, and she’s trying to delay us.”

“Then why is she inviting us in?” Applejack asked, pointing towards the clear trail the Nightmare had left.

“Because she knows we’re going to over analyze it,” Twilight frowned. “Of course! It all makes sense! With Dash stuck in there, none of us are likely to just jump inside unprepared, because that’s what she was always doing! The Nightmare thinks we’re just going to sit out here in the rain and try to figure out her puzzle when there isn’t even a puzzle to solve!”

“So the trap is… overthinking?” Applejack considered. “I’m not sure if that’s right. But you have a point. We aren’t going to solve anything out here.”

“Trust me, I’m right,” Twilight smirked. “And the faster we go after her, the less time she has to… do whatever evil thing she’s doing.”

“Um, if you can’t use your magic, maybe just Applejack and I should go-“ Fluttershy started, before she was cut off by a harsh glare.

“I’ll be fine!” Twilight shouted. “It was just because I was tired. I’ll be fine. You’ll see.” Her eyes gleamed as she turned away. “I can handle myself. I don’t need anypony to help me.”

Author's Note

Hey, know it's been a while. I got distracted with National Novel Writing Month, which basically pushed all my FimFic stuff to the side for about a month.

In the interest of just getting something out there, I'm going to release this chapter without any real editing done on it. I'll release the next in a day or two.

Chapter 7: Mare Nubium

“Was her house always that big?” Twilight asked, looking up at the massive cloud palace hanging above them. It wasn’t just at the center of the disturbance, it was the storm itself, the thunderhead woven into the walls and floors. It was at least as big as Celestia’s palace in Canterlot, though the stormclouds made it an ominous black that crackled with lightning from within.

“No,” Fluttershy whispered. “It was always pretty big for a cloud house because Dash kept borrowing extra clouds as the weather team captain, but never like this. I’ve never seen a cloud house that big before. It should be tearing itself apart in these winds!”

“Figures,” Applejack sighed. “If she’s up there, Fluttershy’s the only one who can get to her.”

“Maybe if I was a common, uneducated unicorn,” Twilight snorted.

“Unless you’re hiding wings somewhere, we don’t have much choice. Even if we can get up there, we’re just going to fall right through. And that’s a heck of a long fall.” Applejack looked down. Ghastly Gorge yawned below the thundering palace, the depths lost to darkness even in the glow of the constant lightning roiling among the clouds.

“Oh ye of little faith,” Twilight laughed, her horn glowing. A glimmer surrounded her and Applejack for a moment before focusing on their hooves and then fading into near-invisibility. “There. A cloud-walking spell. It’s not permanent like a pegasus’ natural ability-“ she nodded to Fluttershy. “-but with my talent, it will last at least a full day before needing to be recast.”

“Well that’s half the problem,” Applejack smiled. “Now we just gotta get up there. Fluttershy, I don’t suppose you’d mind making a few trips?”

“I don’t know if I can,” Fluttershy whispered. “You can’t feel it like I can, but there’s a huge static charge in the air. I’m worried if I go any higher than the trees…” she swallowed. “I’ve never seen lightning like this. It’s strong enough to hurt me seriously, and you two aren’t resistant to shocks like a pegasus…”

“So it would probably turn us into fried little ponies,” Applejack finished glumly.

“No problem,” Twilight took a deep breath. “It’s going to take a little more magic, but I can just teleport us up there.”

“Are you sure?” Applejack frowned. “It’s a long way, and you said you’re already-“

Twilight’s horn lit up bright pink, and there was a popping sensation as the three were suddenly right next to the entrance, along with a wide divot of grass that Twilight had accidentally carried along with them. It stared sinking through the cloud, falling freely, and the ponies felt themselves falling with it for a moment until the hit the cloud layer, their hooves stopping as the ground literally left them behind.

“Don’t do that without warning!” Applejack yelled.

“Oh please,” Twilight snorted. “It’s a perfectly safe spell.” Fluttershy held up the tip of her tail. The last three inches had been sheared off, as if by a razor’s edge. “Mostly safe. Everypony’s fine! And we don’t have time to waste, remember?”

“I remember you deciding that on your own,” Applejack nodded. “But we’re supposed to be a team here.”

“And I’m the leader, so I decide when something is safe enough or not!” Twilight said, sharply. “I have more experience with magic than either of you. For one thing, I’m the only pony here who actually casts spells! If anypony is qualified to tell if it’s safe or not, it’s me!”

“I don’t remember voting for you,” Applejack said quietly, eyes narrowing. “It seems to me like you’re just being as reckless as Dash because you think you’ve got something to prove.”

“I’m the Princess’ personal student! That makes me the best-educated, most-powerful unicorn in Equestria. All of this is happening because Nightmare Moon is trying to get rid of me so I can’t stop her! If I can’t even handle this on my own, how am I supposed to beat her?” Her voice quieted as she went on, the end coming out almost in a whisper, barely audible above the rushing wind.

“We’ll find a way,” Applejack smiled. “You don’t have to do it all yourself.”

“I can’t afford to fail like last time,” Twilight mumbled.

“Want some advice?” Applejack asked. “There’s something I learned from working on the farm.” Twilight looked up at her. “The orchard is too big to take on all at once, and if you just think about doing all of it, you’re going to feel like you can’t ever do it. What you have to do is focus on one thing at a time. You just take care of the work in front of you and count your successes one step at a time. You don’t run a marathon with one giant leap, after all.”

“Unless you teleport to the end,” Twilight offered weakly, smiling.

“Well that’d be cheatin’,” Applejack smirked, slipping back into her country twang. “But since we’re already up against a cheater, feel free to take some shortcuts.”

“I think I found the way in,” Fluttershy said. The other two joined her, looking up at huge double doors, already open. Black clouds streamed out from within, feeding the storm around the house. Deep within, Twilight could see a swirl of blue and black, like a spiral hanging in the distance.

“Twilight, are you sure you’re up to this?” Applejack asked, worried.

“Even if I can’t fight properly, I still managed to get us this far. If it wasn’t for my magic you’d be stuck on the ground wondering what to do.” Twilight sighed. “Let’s do this.”

“Alright, then.” Applejack smiled. “Let’s go save Dash’s flank.”

“These transitions are rough,” Twilight warned. It’s better if we do it quickly and all at once. On three?” She offered. The others nodded. “One… two… three!”

The three jumped into the door, hitting what felt like an invisible veil of cold water that soaked them to the skin. A static shock crawled along their skin as they fell through darkness for what felt like a mere moment and an eternity at the same time. The ponies landed heavily as the moment passed, falling into the clouds under them, the billowing white surface as soft as marshmallows.

“That was worse than I remembered,” Fluttershy shivered.

“It’s because things have gotten so bad,” Twilight groaned. “All those clouds fueling the storm are coming from the dream world, and so did that copy of Dash and those monsters she attacked us with. It’s stronger, so the barrier was harder to get through.”

“This place is a heck of a lot bigger than it looked,” Applejack muttered, looking up and around them. Unlike the barn, which had stretched like a snake into the distance, Dash’s home instead reached upwards into infinity, columns like a cathedral formed from framework of solid clouds and glowing ice that reached into a dark sky.

“It’s infinitely large, in theory,” Twilight said. “But that’s complicated by- well, it’s not important.” She sighed. “The important thing is that we probably have to go up to find her. These things have been pretty straightforward.”

“More like straight-upward,” Applejack frowned. “There’s no way you can teleport us the whole distance.”

“You’re right about that,” Twilight agreed. The three looked up, as if they were standing at the bottom of a well lined with storm clouds. “There has to be an easier way.”

“A mare like Dash wouldn’t throw down a challenge then leave us in the lurch,” Applejack said. “Even if it’s her evil twin or whatever, it’d be a poor imitation if she was just going to leave us here. I’d at least expect some gloating.”

“Maybe about how all you little ground-huggers couldn’t keep up with me if your lives depended on it?” asked somepony above them.

Applejack rolled her eyes. “That’d be her presently, then.”

“More like a bunch of her,” Fluttershy whispered. Twilight and Applejack followed her gaze to where seven ponies looked down at them. Each of them looked like Rainbow Dash, except for three differences. First, each of them was wearing a black and purple uniform with matching yellow goggles that glowed in the eerie light from around them. Second, instead of Rainbow’s signature mane and tail, each had theirs as a single flat color, as if the prismatic mane had been divided up among them. Lastly, they all bore different expressions, some that none of the ponies could ever remember seeing on the pegasus’ face.

“So which one of you’s the real fake Rainbow Dash?” Applejack asked, frowning.

“If you want the boss, she’s a long way above you,” snorted Red angrily.

“Just where she belongs,” agreed Indigo calmly.

“Dash was always the best pony,” Orange laughed. “And now she’s all ours.”

“They came to try and take her away!” Yellow gasped, with an expression of terror.

“These three?” Green glanced down at them, raising an eyebrow. “They don’t have a chance.”

“Oh, I don’t know,” Violet grinned, batting her eyes at the three. “I think they’re cute.”

“Cute or not, they’re no match for…” Blue smiled, posing dramatically. The others joined her with varying amounts of enthusiasm, lining up in a series of poses that made them look equally silly and intimidating.

“The Shadowbolts!” They yelled as one.

“I’ll bet you twenty bits that Dash practiced those poses in the mirror,” Applejack said flatly.

“That’s a sucker bet,” Twilight laughed.

“Hey! Don’t think you can take the Shadowbolts lightly!” Red yelled. The mare flew down, landing heavily on all four hooves just to make a bigger sound as she stomped on the cloud. “I can take you on myself. You hear that?” She looked up. “I got first dibs on taking out these dweebs!”

“As you wish,” Green shrugged. “But it’s on your own head when you fail.”

“Hah. As if.” Red laughed. “So, which one of you am I gonna beat down first?” She grinned and looked between the three mares before Applejack stepped forwards.

“Fluttershy, you keep Twilight safe so she can keep resting up for something more important than this little chicken.” Applejack smirked. “I reckon I can take care of her without breaking a sweat.”

“You’ll be too busy with a broken neck to worry about a broken… sweat,” Red countered. A few of the Shadowbolts above laughed at her lame joke. Most of them were clearly laughing at her instead of with her. Posing aside, they didn’t seem like they were much for teamwork.

“We’ll see,” Applejack said. Masquerade appeared, porcelain mask gleaming in the light. Applejack frowned, touching the necklace around her throat. “Still that darned white color… there must be some way to get that power back that I had before…”

“Take this!” Red shouted, charging at Masquerade head first, bowling it over. The two rolled on the ground, Red bucking it with both hooves as she took off again, flapping wildly as she launched into the air with the power of the recoil.

Applejack grunted, feeling her ribs bruise from the impact. “That’s disappointing,” Applejack said. “You have a seventh of her hair color, but only a tenth of her strength. The real Rainbow Dash hits a lot harder than that.”

“Why you little-“ Red growled, rushing down at her. Masquerade headbutted her as she was going for Applejack, the construct’s mask staying solid while Red’s goggles took the brunt of the blow, a lens cracking.

“Seems like you’re just as hard-headed,” Applejack complained, rubbing her forehead.

“A blow like that could never stop her,” Blue called out.

“Of course not,” Violet yawned. “She doesn’t need anything between her ears. Make sure she doesn’t hurt Applejack. I want to have my way with her once she’s all exhausted~”

“I really hope that’s not part of Dash’s subconscious,” Twilight groaned. “If we find out this is all because she’s trying to keep us from finding out she’s a fillyfooler, I’m going to slap her. It’s not like she’s fooling anypony!”

“I’m going to tear you apart!” Red screamed, pouncing on Masquerade’s back and bucking her in the back of the head before taking off again to circle around. Applejack winced at the spike of pain, like a dagger of ice between her eyeballs.

“Darnit, I need to be faster…” Applejack closed her eyes. She’d had that power before. She just had to remember how to use it. She’d been able to focus before. It was there, just out of reach. She’d needed strength, and she’d had to reach for it and hang on with both hooves. Now she needed to be fast. She could almost taste it.

“That’s it!” Applejack gasped, her eyes shooting open. “It exists in my mind! So I have to be able to clearly picture it in my mind. I can’t just want to be fast or strong, I have to be able to picture it so vividly it becomes true!”

The white gem that represented the flesh of the bitten apple around her neck gleamed and turned to a bright sapphire blue. Masquerade’s mask smoothed out, flowing and rounding out until it had streamlined fins like a sea serpent, the white surface staining blue.

This time, as Red swooped in to attack, Masquerade moved out of the way with all the speed and ease that Applejack could imagine, the farmer having to picture every movement, just as she’d had to feel the force behind the blows before.

“She’s using Earth Pony magic,” Twilight muttered. “The same way Eventide was using my spells, and Sky Skimmer uses your pegasus magic. Earth Pony magic is all grounded, about being strong and fast and tough. She’s channeling that through her construct.”

Masquerade stomped a hoof on the ground, and a sapling grew from the cloud floor, twisting up into a tree two paces long and only an inch and a half thick. As Red came back around for another pass, she grabbed it in her teeth, pulling it free from the ground. Branches and leaves sheared free from the tree, leaving only a straight rod of living wood.

Red didn’t have time to react as she was batted away, the long staff hitting her chin with the combined force of Masquerade’s blow and her own momentum, sending the Shadowbolt into a column to explode into red dust that swirled up to color the clouds.

“Not nearly as tough as the real Dash either,” noted Applejack. “She would’ve taken that and come back for more with a smile on her face.”

“Right,” Green sighed. “No more playing around. Now that we know your tricks, it should be a simple matter to beat you.”

“Will it?” Applejack asked, raising an eyebrow. “Unlike Rainbow Dash I don’t go showing off all my tricks at once. Now we ain’t got all night, so get down here so I can kick your flanks.”

“Oh, I hope you do more than just kick it…” Violet grinned, hopping down.

“What if we’re not good enough to beat her?” Yellow whispered.

Orange cuffed Yellow with a hoof and dragged it down to the ground. “Don’t be stupid.”

“I’m sorry about this, but we can’t let you pass,” Indigo added, Blue landing next to her.

“I give us better than even odds. We outnumber her and Rainbow Dash was always able to match her in contests,” Blue noted.

“Together, then,” Green ordered. “Shadowbolts, rise up and attack!”

The six remaining Shadowbolts charged Masquerade, the masked pony jumping into the air and over their attack, slamming the pole down like a spear into Indigo, the Shadowbolt screaming as it exploded into colored dust that joined the clouds, a wind starting to blow around them in an updraft. As Masquerade landed, it spun, sweeping with the rod in its teeth, knocking the rest of the Shadowbolts back.

Blue and Orange recovered first, charging at Masquerade from opposite sides. Applejack focused, Masquerade letting go of the wooden rod as its mask changed from blue to red, the gem in Applejack’s amulet shifting to a ruby. Masquerade grabbed Orange by the leg with powerful hooves, swinging her like a new weapon into Blue, both of them collapsing into sparkles as they hit with bone-crushing force.

“That’s impossible!” Green spat. “You two, get her!” She looked at Yellow and Violet.

“N-no! We can’t win!” Yellow shivered, cowering in fear.

Violet just laughed. “Why would I ever want to hurt her, especially after seeing just how strong she is? I want to rub myself all over those muscles~”

“Useless!” Green screamed.

“You know, Granny Smith said this: ‘Once you know the real thing, you won’t be fooled by an imitation.’” Applejack smiled. “You might look like Dash, but that’s as far as it goes. I told you already that you don’t have what makes her special.”

Green flew up, looping and diving back down, the air compressing in front of it. Masquerade looked up and jumped, golden energy crackling from its back hooves as it spun in midair, the topaz apple in Applejack’s necklace lighting up like a torch.

There was a violent explosion as the two met, Green’s scream of rage turning into a mere echo of despair as she vanished. Masquerade landed gracefully, twirling like a ballerina, looking away as the green mist faded.

“That was amazing, Applejack!” Fluttershy gasped.

“I didn’t know earth ponies could do that kind of thing,” Twilight admitted. “It saved us a lot of trouble.” She looked at Yellow and Violet, the two Shadowbolts waiting, neither looking like they were up to continuing the fight.

“We still need a way up,” Applejack noted.

“I think these two might just be our ticket,” Twilight said, smiling. “Fluttershy can fly as long as she doesn’t have to carry both of us, and they can get us to the top themselves.”

“W-why should we help you?!” Yellow squeaked, cowering.

“Because if you don’t…” Twilight’s eye gleamed, and Eventide appeared at her side, looking more solidly real here in the ghostspace. Yellow curled up on herself, trying to hide.

“Almost reminds me of you on a bad day, Shy,” Applejack snorted.

“I’d be perfectly willing to help… as long as I get to carry you~” Violet had managed to sneak up on Applejack, the tip of a hoof running along Applejack’s cutie mark, making the farmer flinch in surprise.

“Great!” Twilight smiled. “Now, take us to your leader.”

***

“This is extremely uncomfortable,” Applejack mumbled, wishing she could shift away from Violet’s hooves. After careful consideration and a glance down, she decided she’d rather be subtly groped than fall to a certain doom.

“We could find somewhere private and get very comfortable~” Violet offered, whispering into her ear with a hot breath.

“If you keep doin’ that I’m gonna get outta here even if it means I turn into applesauce at the bottom!” Applejack snapped, her cheeks turning pink.

“I’d love to taste your applesauce-“ Violet started, stopping with a laugh as she saw Applejack’s scowling face. “Fine, fine. We’re almost here anyway.” The small group finally reached the top of the well of clouds, the night sky yawning above them, a half-moon shining silver light down from the chaotic swirl of blue and black overhead onto a landscape of clouds.

“It’s a map of Equestria!” Twilight gasped. “Look! There’s Neighagra Falls! And Galloping Gorge! That flat spot must be the San Palomino Desert!”

“Where are we going?” Fluttershy asked, getting tired.

“I have a feeling we’re heading there.” Twilight pointed. There were lights shining from what looked like a real castle hanging on the side of a sheer cliff on a steep mountain range studded with rainbow waterfalls.

“Canterlot?” Applejack guessed.

“It’s only a model,” Twilight mumbled. “The real castle is at least three times bigger.”

“That’s w-where the boss is,” Yellow shivered, almost dropping Twilight. “She’s gonna be really upset…”

“You’re just mad you didn’t get to carry Applejack,” Violet teased. “But I suppose Twilight is cute too, and we practically have matching manes…”

“No, no, no!” Twilight yelled. “I am not being hit on by a nightmare creature created by the imagination of a mare I barely know! Applejack, no offense, but if she doesn’t stop, I’m blasting her.”

“Twilight if she doesn’t stop I’m gonna let you blast her,” Applejack said darkly.

“You’re no fun,” Violet sighed. They flew on in silence the rest of the way, the castle looming larger. It didn’t seem as bright as the real castle either. Twilight looked over it carefully, her sharp mind picking out details. The white stone had been either replaced or changed, now a gray like granite, showing black specks and the glimmer of crystals trapped in the mineral. All of the gold details had shifted to a dull silver. Black velvet banners had replaced the flags and emblems of the castle.

“Is… is that what it really looks like now?” Twilight whispered, wondering.

“At least there aren’t any spikes or skulls,” Applejack said. “But I guess she’s saving the skulls for after we’re all dead of starvation with nothing growing. Plenty to choose from after that.”

“Hey, the boss has been busting her flank trying to-“ Yellow started, before Violet interrupted.

“You know the boss wants to give the explanations herself,” Violet said, as they circled the castle courtyard before coming in for a landing on the cobblestones. Twilight noted that it wasn’t quite like the real thing, the cobbles too regular, the stone completely seamless. It was the kind of castle somepony who had only seen it a few times might imagine. Not enough to fool a pony who spent her entire childhood living and learning in its corridors.

“So where is she?” Applejack demanded, pulling away from Violet as soon as she could. “We’re not leaving without Dash.”

“The throne room, of course,” Violet said, leading them. Twilight followed, knowing the way quite well.

“Look,” Twilight whispered, pointing at the stained glass windows. “They’re all different.”

“They are?” Fluttershy asked. Twilight sighed. Sometimes she forgot that these ponies were just peasants living their lives out in the sticks.

“Yes! That one should show Princess Celestia banishing Nightmare Moon. Instead it shows…” Twilight felt herself getting sick. The image had been reversed, Nightmare Moon rearing and standing tall over a fallen Celestia.

“I don’t like this,” Applejack mumbled. “Do you think it might be the main mare herself? This is definitely the kind of castle she’d have.”

“Behold!” Violet declared, as they got to the huge silver doors to the throne room. The Shadowbolt pushed the door open, revealing the long hall, empty suits of black armor standing where the royal guards should have been.

“Well look who it is,” Dash snorted, from where she sat on the throne, glaring at them with draconic eyes. A spotlight shone down on her, leaving the rest of the chamber in gloom.

“A whole castle to yourself, huh?” Applejack asked, walking in and looking around at the empty suits of armor. “I didn’t think even Dash’s ego was so big that she thought she’d need a throne.”

“We’ll get to that in a minute,” the nightmare copy of Dash said. “You know, if there’s one thing I hate – and I mean really hate – it’s traitors.” She looked at Yellow and Violet. “And you two are definitely that.”

“Boss, I was only-“ Yellow started, before lightning roared through the windows, lancing through the two Shadowbolts as they screamed and vanished.

“They were more trouble than they were worth,” Nightmare Dash said, yawning. “You really can’t trust anypony these days.” She sat up and looked at the three mares. “So, you’re here to save Rainbow Dash, right? I mean, it’s not like I need to be saved, with my cool cloud castle and stuff.”

“That’s nice and all, except for the fact you’re not Rainbow Dash,” Applejack said, eyes narrowed.

“You should know by now that you’re wrong,” Dash said, frowning. “You’re an honest pony. Tell me why you’d come here to try and save somepony as pathetic as that!” She pointed, and another light appeared, illuminating a rainbow-maned pony bowing to the black throne. Chains rattled as she shied away from the light, obsidian restraints keeping her prostrate.

“R-Rainbow Dash?” Fluttershy whispered.

“You guys think you’re so cool, going around saving one or two ponies, but you know what?” Nightmare Dash stepped down to run her hoof through Rainbow’s mane. “She saved the whole town! If it wasn’t for her, you’d all be wiped off the map by Nightmare Moon.”

“That’s impossible!” Twilight yelled.

“Is it?” Nightmare Dash asked. “Nightmare Moon beat Celestia. Celestia could totally turn Ponyville into a crater, right? So Nightmare Moon could do it easily. You gotta ask yourself, why didn’t she? I mean, if you’re such a giant threat to her, Twilight, why doesn’t she just come out here and stomp your head in?”

“Well… I…” Twilight hesitated.

“Don’t strain your brain too hard, egghead, or you’ll get all scrambled.” Nightmare Dash laughed. “It’s because I saved your flank. You can start thanking me now. The funny thing is, this part of me-“ Nightmare Dash grabbed Rainbow’s mane and pulled hard, lifting her as far as the chains would allow. “She’s mortified by what she did to save you!”

“What did she do?” Applejack asked, her eyes going wide.

“I wasn’t lying when I said that Nightmare Moon and I have a kind of understanding,” Nightmare Dash said, letting Rainbow go, the pegasus slumping to the ground silently with tears streaming from her eyes.

“Rainbow Dash has been helping fight against Nightmare Moon!” Twilight countered.

“Sort of,” Nightmare Dash agreed. “Do you know what I did? I pledged my loyalty to her. I flew all the way to Canterlot and begged her to spare Ponyville and all my friends. All those times I was going into dreams with you? I was watching you so I could make reports to her!” She pointed to the black throne. Lightning crashed through the window, an invisible shape casting the shadow of a huge pony across the empty seat.

“You’ve been… reporting to her?” Twilight felt her heart freeze in her chest.

“That’s right. I hate traitors, Twilight, but it’s what I had to do to keep this place from being wiped off the map!” The Nightmare growled, kicking Rainbow Dash. “I hate myself for it!”

“I-I’m not- I wouldn’t-“ Rainbow’s eyes opened, looking frantically between the Nightmare and what little she could see of her friends over her shoulder. “I didn’t! She’s just lying to you! Hurry up and blast her with magic or something!”

“It’s not a lie!” Nightmare Dash snarled, tearing Rainbow free of the floor, holding her nose to nose so they were looking into each other’s eyes. “I bowed to Nightmare Moon and offered her everything I was. I sold out my friends for safety and power. And I’d do it again!”

“That’s not true!” Rainbow shouted. “You’re wrong! You’re not me!”

“You idiot,” Twilight sighed, as the Nightmare started glowing and changing, tossing Dash aside as it went wild. “You’ve seen this twice before and instead of doing anything smart you make sure it turns into a fight.”

“When it happened to me it felt like… I couldn’t stop the words,” Fluttershy whispered.

“Like they were forced out of me,” Applejack agreed. “I mean, you must have felt something like that when you got Eventide, right?”

“Huh?” Twilight frowned. “No, it was… it was different.” Twilight worried about that for a moment before shaking her head and dispelling the fear. So what if it was different? That was just because she didn’t have anything important to hide. She wasn’t afraid to face herself. The only enemy in her dream had been Nightmare Moon herself. It was probably why she’d been chosen in the first place.

It made sense to her. She was special, after all. Much more important than the other ponies in this two-bit town.

Applejack stepped back. “No time to argue,” she said. Nightmare Dash floated into the air, wings extending as they flapped, her whole shape smoothing out, back legs merging into a long whiplike abdomen like a dragonfly, a bone helmet with a long spike like a unicorn’s horn appearing over her face. Her coat was replaced with a silvery skin, and she looked almost more like a sea creature than anything that belonged in the air.

“I’ll show you guys how awesome I can be when I’m not holding anything back,” Nightmare Dash said, her voice echoing and amplified as if by a spell. “First thing’s first – we’re gonna take this outside!”

Nightmare Dash flapped her huge wings, which were continuing to grow even as they watched, sending a hurricane-force burst of wind through the hall, throwing the ponies in the throne room out through the windows, the panes shattering into frost and snowflakes instead of glass.

“I hate flying!” Applejack yelled, looking at the approaching cobblestones.

“Come on,” Twilight whispered. “I can make this work!” Eventide appeared between the falling mares, her ethereal wings hanging open. A magenta bubble surrounded them, and the fall suddenly slowed, like the air had turned into molasses.

“I knew you just needed a little rest,” Fluttershy smiled, as they touched down safely, the bubble persisting until all of them had all four hooves on the ground.

“Of course,” Twilight said, letting out a breath that she’d been holding. When she continued, she sounded more sure of herself. “I mean, obviously I could do it. A simple spell like that is no big deal for Celestia’s personal student!”

“Keep goin’ and next time we can just use your ego to cushion our fall,” Applejack snorted. Above them, the wall of the castle exploded as the Nightmare burst free like a butterfly being born from a cocoon, wings spreading wider and wider until it wasn’t even clear if they’d fit in the courtyard.

“This isn’t the time to argue with each other!” Fluttershy said firmly, looking at Applejack. “We need to get Rainbow Dash out of here!”

“What does it even matter?” Dash mumbled, face down in the dirt and not even trying to get up, her whole body limp. “My life is over…”

“The only way we can get her out of here safely is to beat that thing!” Twilight pointed at the circling nightmare. “If we separate them again, the storm outside is going to get worse and worse until… well, I don’t know if it’ll ever stop getting worse, but eventually it’s going to be bad enough that we won’t even be around to complain about it.”
“Can it get that bad?” Applejack asked, quietly.

“Pegasai call it Heavy Weather,” Fluttershy whispered. They could hear the capitals. “I-it’s an old legend about how the world would end. A storm that never stops growing, like a tornado covering the world, filled with lightning and razor hail and…” She meeped and hid her face, her story even scaring herself.

“Here I come!” the Nightmare shouted, the words rumbling like thunder. It turned and banked towards them, a contrail of dark storm clouds behind it. As it dove towards the courtyard, a white cone of condensation formed in front of it.

“I’ve never seen anything that fa-” Twilight started before she was cut off as the warped pegasus rushed past. For a moment she thought it had simply missed, but then a crack like the loudest whip in the world shattered the air around her, a shockwave forcing her to her knees. The contrail of dark stormcloud hung just overhead before it exploded into lightning, bolts raining down around them, Twilight feeling her mane stand on end as a painful, burning shock washed through her body.

“W-what in the hay was that?!” Applejack yelled, swaying unsteadily as she tried to stand. Her voice was distant and hard to hear over the ringing in Twilight’s ears. The whole castle felt like it was tilting this way and that.

Rainbow Dash whispered something that Twilight couldn’t hear. She narrowed her eyes, trying to focus and read her lips.

“Sonic boom?” Twilight guessed. “It… broke the sound barrier? That’s impossible! The only time it was done in living history was over a decade ago, and nopony even knows who did it!”

“It was Dash,” Fluttershy said, recovering more quickly than the others. “It was a long time ago, but-“

“But nothing!” Twilight shouted, barely able to hear her own voice. “She would have been a filly, and that makes it even more impossible!”

“She’s comin’ around again!” Applejack warned. Fluttershy bit her lip, Sky Skimmer appearing and flying up to intercept the Nightmare, a wall of butterflies spreading out to hold her back.

The Nightmare laughed as it slammed right through, the butterflies shattering and Sky Skimmer flying away with enough force that Fluttershy was sent tumbling into the stone wall behind her, the breath knocked out of her lungs. The shockwave of her passage slammed Twilight into the ground again, the contrail bursting a moment later into shards of ice that rained down like falling razorblades.

Eventide managed to shield Twilight, but Applejack took a nasty cut across her neck as Masquerade failed to block all of the hail with its spinning staff, blood dripping down in a steady stream. Fluttershy was ironically protected against it by an overhang of the wall she’d been forced into. Rainbow Dash was either incredibly lucky or the Nightmare was intentionally avoiding hurting her, the razor hail missing her entirely.

“There has to be a way to fight it!” Twilight backed up to the wall, ignoring Fluttershy as the pegasus slowly got up. “Maybe I can use my magic to throw Applejack at her…”

“Forgive me if I’m not a huge fan of that idea!” Applejack yelled, holding her scarf to the cut on her neck to control the bleeding, the white fabric staining red.

“If you’ve got a better idea I’d love to hear it!” Twilight shouted. Eventide’s horn started to glow as she readied a blast of force. Most of her spells were just too slow to use against the Nightmare, the copy of Rainbow Dash moving faster than Twilight could even think.

“I have half of one!” Applejack said, galloping towards a set of stairs leading up to the top of the wall around the courtyard. “Something moving that quickly can’t make a turn without tearing itself apart! Dash told me once trying to turn at high speed is like hoof-wrestling with a bison!”

Applejack looked out across the cloudy landscape of the miniature Equestria, watching as the Nightmare banked and came in low again, speed building as she dove. Masquerade’s mask shifted and turned blue as a wooden rod grew next to her, the construct grabbing it to brandish the weapon. She needed to have absolutely perfect timing.

Masquerade jumped into the air. At the same time, Eventide released the wave of force that it had been building up, shoving the Nightmare’s wake back and slowing it as it rushed towards them, the cone of effect just barely missing Masquerade.

Twilight’s eyes went wide as she realized the long horn on the Nightmare’s mask was pointed right at Eventide’s heart, and she was never going to get away in time.
Masquerade brought her staff down on the Nightmare’s wing with a satisfying crack, the hardened edge of the limb cracking. The Nightmare started to spin in midair, the edges of the crack peeling in the face of the strong wind and wave of magical force from Eventide, armor ripping free.

The spin moved the horn away from Eventide’s heart, just barely deflecting it in those last few paces. Twilight screamed as the construct’s left shoulder was pierced, a deep wound opening on Twilight’s body. The horn snapped off of the Nightmare’s mask, remaining embedded in Eventide as the wounded construct fell to the cobblestones.

The Nightmare screamed and flipped in midair, out of control, before slamming into the castle backwards, going through the stone wall.

“That was almost like teamwork. Think I cracked a molar, though. Nice work, Twilight.” Applejack turned. “Twilight? Twilight!” She rushed over to the fallen unicorn, Twilight scrabbling in a panic at the cobblestones and unable to stand, her left foreleg totally limp.

“It’s bad! It’s really bad!” Twilight gasped. “I’m in shock, so I can’t feel it yet, but when I do I’m probably going to do a lot of screaming and passing out! You have to- you have to do something! I can’t remember what! I read it once but…” Twilight whimpered. “I can’t remember! Everything’s so…” she started to hyperventilate.

“Okay, we just have to…” Applejack swallowed, thinking. “We need to put pressure on it and get you to the darn hospital is what we need to do.”

“Maybe I can do something,” Fluttershy said, limping over with one wing hanging at her side, the other spread wide for balance. “I’ve taken care of animals that were hurt like this after they were attacked by predators, and… I feel like Sky Skimmer might be able to do something.”

“At least try to calm her down and keep her safe until I can make sure we’re well out of this and done,” Applejack whispered. “I got a bad feeling that one hit isn’t gonna be enough to finish off a pony as stubborn as Dash and twice as crazy.” She looked over at Rainbow Dash, who had curled into herself, sobbing in a tight ball.

“I’ll take care of her too,” Fluttershy said, smiling bravely. Applejack nodded her thanks and bolted for where the Nightmare had slammed into the castle, the dust still clearing.

“If you have any sense in that stupid head of yours, you’ll stay down,” Applejack warned, as she looked up at the hole in the high wall. The screech from within was more like a giant bird of prey than any sound a pony could produce. “I’m going to assume that means no.” Applejack sighed, smirking a little as the rubble shifted and the Nightmare emerged.

It was definitely worse for wear, the silvery skin ripped and torn, cyan feathers dripping from the rifts like a torn pillow losing its stuffing. It spread its wings wide, the wall shattering as it broke free, shattered stone falling around Applejack, Masquerade batting a few chunks aside with her staff.

“I’ll show you what I can really do!” Nightmare Dash screamed. She launched into the air, trailing a sickly rainbow of flames, the colors washed out and corrupted. She circled the courtyard, keeping her altitude too high for any of the ponies below to reach her.

“What’s she planning?” Applejack muttered, watching. The Nightmare picked up speed, a strong updraft starting to grow in strength. The cloud landscape around them distorted, being drawn up into a growing cyclone, the courtyard in the center as walls of mist built up into the night sky. Thunder rumbled as lightning jumped from one side to the other.

“Maybe Nightmare Moon will give me a bonus for this!” Nightmare Dash shouted, the voice coming from all directions as she circled with the winds. “After all, I’m her most loyal servant, aren’t I?”

A fish fell out of the sky, landing next to Applejack. She did a double take, her brain not registering it the first time. Another joined it, then more as it picked up.

“What…” Applejack whispered, confused.

“A rain of animals…” Twilight groaned, trying to get up. “It’s extremely rare."

“That ain't possible,” Applejack said. “Fish don't just fall from the sky!”

“There have been recorded events in dozens of places,” Twilight said, wincing as a minnow bounced off of her nose. “It's not normal weather, but nothing about this is normal!” She held a her injured leg above the ground, unable to put weight onto it.

Applejack knocked a large salmon out of the way. “Twilight I think they're getting bigger!” Her eyes went wide as she looked into the descending maw of a shark, rows of razor-sharp teeth glinting in the light. Masquerade jumped to buck it aside, the shark exploding into motes of light and mist as the blow connected.

“They're not real?” Fluttershy asked, looking down at a trout she was trying to give CPR to. The fish dissolved away as she stopped.

“Of course not,” Twilight snorted, as if magically created fish falling out of the sky only to shatter into dust was the most obvious thing in the world. “They're just part of the dream, like everything else around here.”

Applejack frowned, ignoring the unicorn and focused on the Nightmare circling above.

Twilight focused and the wounded Eventide appeared at her side, firing a wave of telekinetic force upwards. The fish raining down were shoved back upwards into the storm, colliding with each other and exploding into a rain of sparkling dust.

“We have to find some way to get to her!” Twilight yelled, trying to be heard over the wind. She tried to stand and gasped at the pain, Eventide dissolving again. Fluttershy supported her, helping Twilight up and letting her lean onto her side, bearing most of the unicorn’s weight.

“Fluttershy, you can fly! Get up there and find some way to bring her down!” Applejack shouted. Her scarf whipped around her, almost entirely red now from the trickle of blood leeching into the fabric.

“I can’t fly in a storm like this!” Fluttershy protested. “My wings would get torn off! And I don’t think Sky Skimmer can get that far away from me…” She reached out with a hoof and the construct appeared, flying up and halting only a dozen paces away, apparently unable to go further.

“Great,” Twilight groaned. “Fine, plan B. I throw Applejack at her.”

“No offense, Twilight, but let’s head down to plan C,” Applejack said. Masquerade shifted to her blue-masked, faster form, the staff appearing in front of her just in time to deflect a barracuda flying towards her head. “In fact, I think I just got an idea. It’s gonna be just like bucking apples into baskets. I just need to be accurate…”

The staff fell from Masquerade’s mouth as her mask changed again, shifting all to one side in a sweep like a wave, leaving only a domino mask on one side and the other a delicate webbing like a butterfly web reaching up to her ear and along the edge to end in a point.

A horrible-looking deep sea fish - all teeth and gelatinous flesh and fins – fell down towards Masquerade. It was almost a sphere, bloated and black with smooth skin like an eel. Applejack looked up at where the Nightmare was flying in a spiral at dizzying speed, Masquerade following her gaze with the calculating vision of a machine.

It moved, turning and kicking with one hoof. The fish was sent skywards, a horseshoe imprinted in its soft flesh as it flew against the wind in a swift, tight arc, impacting on the roaring Nightmare as she flew through the typhoon. The fish exploded into sparks like the rest, the force of the impact knocking the Nightmare off course for a moment.

The winds slowed as it started to drop down.

“Hey! Do you know who you’re messing with?!” The Nightmare yelled down, wings trailing smoke and lightning as it struggled to regain altitude.

“Yeah. A cheap copy of one of my best friends,” Applejack said. “You make it out like she just betrayed us like it was nothing, but I know it had to be the hardest thing she ever did!” Masquerade stomped on the ground, a ripple of golden energy surging in a ripple like a stone dropping into a pond. A tree grew to hang above her, curved and crooked with one strong branch.

“Watch out!” Twilight yelled, as lightning crashed down around them from the Nightmare’s cloud seeding, the bolts surging along the ground as if being drawn to Applejack with magnets. Eventide appeared above her, a segmented shield wrapping itself around them. The electricity crackled along the edges, the shield crackling and starting to buckle under the strain.

“We have to ground it!” Fluttershy yelled. Sky Skimmer rushed out, wings glowing blue. A spire of ice shot up into the air, the lightning curving towards it through the wet air and impacting the growing ice, blasting it apart.

“Hope you’re ready for this one,” Applejack said, as the tree in front of Masquerade bloomed, a perfect golden apple forming on the curved branch. It swelled up, sparks running along its skin. Masquerade watched the Nightmare intently, waiting for the perfect moment.

“Applejack!” Twilight yelled. “If you’re gonna do something, do it now!”

“A farmer has to know the right time for the harvest,” Applejack said. She could feel it coming. “Just a few more seconds…”

The Nightmare came screaming around the curve towards them, banking up and turning, exposing its underside. The fruit fell from the tree in front of Masquerade, the tree dissolving into sparks even as the golden apple fell.

Masquerade bucked the falling fruit, hooves trailing sparks of green and gold. A ripple of power surged out from the blow, and the apple was sent skyward like a cannon shot. The Nightmare hadn’t even been watching, too busy with its maneuvering. The golden apple impacted against its body, right in the sternum.

There was an explosion of hot, metallic sparks, like fireworks going off. The winds were torn apart as the Nightmare spiraled towards the cobblestones, completely out of control, its wings shredded and body broken.

It impacted with a dull, rumbling thud, smashing through a wall and digging out a trench as it skidded across the ground to a halt, smoking and steaming like a broken machine, a trail of bloody blue feathers behind it.

“Gotcha,” Applejack said. “Easy with all the practice I had bucking the real Dash out of my trees.”

“Is it over?” Fluttershy asked. The broken form of the Nightmare suddenly reared up, knocking the stone and debris from its body as it spread its wings.

“I won’t let it be over!” The Nightmare struggled to get up with only two legs, tail limply trailing behind it. “I can’t let you win! I gave up everything!”

“It’s already over…” Rainbow Dash said, finally speaking up. She didn’t move from where she was lying. “It was over the second you opened your stupid mouth and told them.”

“So you really were working for Nightmare Moon, weren’t you?” Twilight asked. “I don’t understand… why would you do that? She’s going to kill all of us with this stupid eternal night!”

“Because if I didn’t, she was going to destroy Ponyville!” Dash shouted. “After you screwed up trying to stop her, I went all the way to Canterlot to fight her myself! And you know what happened? There’s no big resistance, no army rising up against her. She threw everypony that could stop her in the dungeons and let everypony know that the first town to rise up against her was going to burn with everypony still in it.”

“That’s not…” Twilight paled.

“She’s not ignoring us because she doesn’t think we’re a threat,” Dash said. “She’s ignoring us because it’s the deal I made! I tried to keep us safe! I told her I’d do whatever she wanted as long as she spared us!” Dash wiped at her eyes, trying to hide her tears by looking away from the others.

“Granny Smith always said that somepony who steals has lost something even more important,” Applejack said quietly. “You lost your pride, Dash. What, didn’t you think we could protect ourselves?”

“We can’t!” Dash yelled, standing up. “We had a shoot at Nightmare Moon and all we did was run away! If she came here and was serious about it, she’d take us out so fast even I couldn’t get away from it! I thought – I thought it was the only way to keep everypony safe.” She looked down, tears freely falling from her face now. “I didn’t want anypony to die because of me.”

The Nightmare version of Dash collapsed at her words, struggling to breathe. “I just… I thought if I did what she wanted… I could keep Scootaloo safe…”

“She doesn’t have anypony else,” Dash whispered. “And I saw what the Nightmare was willing to do to ponies.”

“Dash, if we don’t stop her, we’re not going to make it,” Twilight stated firmly.

“I know. I was just running away from the truth,” Dash said, ears flat. “I wanted to just keep moving, like if I didn’t think too hard it would be okay. It’s all I could do, and every time I stopped to think about it, I felt worse and worse. I didn’t think it would matter if I was telling her everything you were doing, since it was better than you dying. Then I was spending time with Applejack and… it started to hurt too much. She’s been working and sacrificing so much, and here I am stealing from her and working for the mare that ruined everything. I tried to quit and… things went bad.”

“They were already bad,” Nightmare Dash whispered. “I was stalling and I didn’t have a way to recover from it.”

“I’m sorry,” both Dashes said, at the same time. Rainbow continued. “I’m an idiot. I betrayed everypony. She’s just… she’s the part of me that said yes when Nightmare Moon made that offer. I pretended like I didn’t care about anything except keeping Ponyville safe, but part of me still thought that if I did a good job and impressed her, maybe it would mean something. Like I could still be important and special.”

“Dash you’ve never been anything but important and special,” Applejack said, putting a hoof on her shoulder. “You’re not my best friend because you’re the fastest flyer in Equestria or a future Wonderbolt, you’re my best friend because of what’s in here.” She touched Dash’s chest. “You’re loyal to a fault. You made a mistake about how to keep ponies safe, but your heart was in the right place. I promise we’re gonna make this right, and we’re gonna stop her before she can do anything to Scootaloo.”

“I-“ Dash sniffled, unable to continue.

“Also, if you do anything this stupid again, I’m gonna buck you so hard you can make your next report to Nightmare Moon in person when she gets banished again.” Applejack’s kind smile turned into a smirk. Dash mirrored her expression, the small joke helping her a little.

“Thanks,” Dash whispered. The Nightmare version of her finally started to break apart entirely, the metallic skin rusting and turning to dust as feathers spilled out in a pile, until there was nothing left but sky blue-feathers that were quickly taken by a gust of wind, twirling in a tight tornado and shifting color from blue to a soft pink.

A bolt of blue lightning crashed out of the now-clear sky through the feathers, the stars above vanishing as the midnight black was replaced with sunshine.

“Woah…” Dash whispered, as she looked at what had been revealed. A pink pony, with jagged stripes of blue like a zebra pattern of lightning bolts. She extended her wings, two pairs growing from her back like feathered dragonfly wings. Feathers replaced her fur in patches, like freckles on her cheeks and a long plume down her spine where her mane should have been, the ruffled feathers the same sky blue as Dash’s, with the tips fading to navy blue. Her rear half was almost as strange as her front, an odd combination of feline and insectile features, clawed paws armored in blue and pink chitin and a long leonine tail tipped with a bulbous segmented thorax as big as her head that was glowing with a green-yellow light from within.

Red lightning crackled around Dash’s neck, a necklace ringing her throat as the light faded away, the ruby at the center gleaming with internal light.

“Firefly,” Dash said, looking up at the construct. “That’s her name.”

“Great,” Twilight said, frowning. “Now can we please get out of here? I’d really like to get medical attention for this giant hole in my shoulder!” She started hyperventilating. “Maybe, if we’re lucky, the next time this happens the pony will be willing to just deal with their personal problems without us having to beat them into submission!”

“Twilight, calm down…” Fluttershy said, putting her hooves on the unicorn’s shoulders. “You lost a lot of blood. You have to take deep breaths and relax, or else you’re going to-” Twilight’s eyes rolled up and she fell over, Fluttershy catching her. “…pass out. I was going to say pass out.” Fluttershy sighed. “Can somepony help me carry her?”

Author's Note

Again, no editing on this since I wanted to get it done quickly. Like, in ten seconds flat! Gotta write fast! Em-Dash! I got nothing.

Chapter 1: Mare Ingenii

Twilight rolled over in bed. It was dark out. She looked at the clock. Just before noon. She'd spent almost twelve hours in bed. Not that it mattered much anymore. She got up and moved a curtain with a hoof. The moon hung in the sky, just as it had for almost two weeks now, ever since the Summer Sun Celebration had gone terribly wrong. It was almost invisible now, barely a sliver of silver in the sky.

Twilight shivered and turned away, letting the curtain fall and grabbing a blanket with her magic to wrap around herself. Even in the library, it was cold enough that she could see her breath.

“Spike! Get the fire going!” She yelled. Between the cold and the dark Spike was spending more time sleeping than awake. She found his bed next to the dying embers of the fire and kicked it, waking him up.

“Huh?” He groaned and turned over, flopping onto his back and blinking up at her. “Oh. Sorry, Twilight.” He stood up on shaky legs and started tossing what wood they had left into the fireplace. “Twilight, um... there's not a lot here. Maybe we could use a few books?” He looked back at her.

“No! We're not going to burn books no matter how bad it gets!” She looked around the library. It was a mess. Neither of them bothered to clean up these days, and books were migrating from the shelves to the floor and remaining there in stacks and piles. It was a disgrace to keep the library like this, but it wasn't like she was expecting visitors. Ponies didn't really go out anymore unless they had to.

“Then we're going to have to get firewood. And food. We've got a bunch of those ration packs that the guards gave out before they were disbanded, but I never wanna eat hard tack ever again.”

“We won't have to,” Twilight said, putting on a brave smile. “Don't worry. I'm sure that somepony will fix this soon. The guards will overthrow Nightmare Moon, and Celestia will come back, and everything's going to be just like it was! Except maybe next time she'll listen to my warnings about ancient evils and not say they're just... foalish stories!”

“That's what you said last week,” Spike grumbled, as he lit the fire and warmed himself by it.

Twilight turned away. “I know. But it's true. Whatever happened, I know Celestia will fix it. She fixes everything.” Twilight rubbed at an eye with her hoof, wiping away the wetness. “She has to.”

***

Twilight adjusted her scarf before opening the library door and stepping out into the cold. The stars gave almost enough light to see by, especially now that everypony was getting used to it. They'd had to get used to it. Most windows were covered against the dark and cold, and only a few were open enough for a glimmer of light from within to show.

“Where am I going to get firewood...” Twilight muttered. She didn't know the town very well, and she wasn't desperate enough to start cutting branches off of the tree she called home yet. The Everfree forest had only gotten worse since the eternal night fell. She'd have to hope she found a tree that nopony owned.

As she was looking, somepony bumped into her. She stumbled back, almost falling. She'd been looking at the side of the road and hoping to find something she could use, and hadn't been watching the road itself at all.

“I'm sorry! I'm sorry!” The other pony shivered and prostrated herself. Twilight lit her horn so she could see more clearly. It was the yellow pegasus she'd briefly met before everything had gone wrong.

“Oh, it's you. Um...” Twilight hesitated.

“Fluttershy,” the mare said. Twilight smiled nervously. She hated forgetting names, but remembering everypony's name had been the last thing on her mind that day and things had only gotten worse since then.

“Sorry about that. I wasn't watching where I was going.” She offered Fluttershy a hoof, helping the mare up.

“It was my fault. I should have been looking too.” The mare looked down at her hooves. Twilight couldn't help but look at her. The pegasus' coat was scruffy and dirty, her ribs showing even in the gloom.

“Are you feeling okay?” Twilight wasn't sure what to do. She'd never had to deal with anything like this in Canterlot. It hadn't been her job. There were few ponies in need in the city, and she kept away from the bad parts of the city.

“I'm fine,” Fluttershy said, smiling weakly. “I was just gathering food. With all of this going on, most ponies aren't able to take care of their pets, so I've taken them in. It takes all day-” she stopped herself. “It takes a lot of time to find food for them.”

“Just... take care of yourself?” Twilight backed away. The yellow pegasus nodded as she walked off, both ponies thankful to get away from the encounter.

***

Following the path, Twilight finally found a tree she could use. She stepped over a broken fence to the bare tree, the leaves having withered and fallen to the muddy ground underneath. Using her magic, she started tearing the limbs from the tree, wincing as the wood cracked.

“What in the hay do you think you're doin?!” Shouted somepony. A hoof shoved her to the ground, and Twilight looked up to see a furious orange mare.

“I was just-” Before Twilight could explain, the mare growled.

“This here is one of the oldest trees on the farm! I ain't just gonna let you tear it apart!” The pony grabbed Twilight by the scruff of the neck and started dragging her back to the road. “Yer just lucky I'm too tired to buck you all the way back t' Canterlot.”

“I just- I was gathering firewood! It's dead!” Twilight spotted the mare's cutie mark, and remembered her name. Applejack. She was another one of the very few ponies she'd met in town before the day had ended.

“It ain't dead!” Applejack dropped her in the road and spat, as if Twilight was something foul she'd tasted. “They're just sleepin' because they think it's winter. Maybe if the sun comes back soon, they can wake up and it'll all be right again.” Applejack sighed.

“How do you know it isn't dead?” Twilight asked, frowning.

“It's an Earth Pony thing. If y'all need firewood, get it somewhere else. I don't want to see you or anypony else around here unless you got somethin' important to say. It's hard enough just keepin' the family together and we ain't got room for somepony thinkin' we've got anythin' extra to give.”

“Um. Right. I'm sorry.” Twilight sighed and walked away.

***

“Hey, Purple Smart!” somepony yelled. Twilight frowned and looked up. There was a blue mare with a rainbow mane. She was holding a dark cloud in her hooves.

“My name is Twilight Sparkle,” Twilight said, annoyed.

“Sorry,” the pegasus said. “I just thought you might need a little water. I've got the weather team trying to gather what they can, and we found a bunch of storm clouds over the Everfree. The weather hasn't been working right without the sun, and all the weather factories are shut down so... I know some ponies are starting to run out of clean water.”

“Shouldn't you just put it in the water tower or the reservoir or something?” Twilight sighed. “And, um... what's your name again? Colors... Fast? Something like that?”

“Dash! Rainbow Dash! I'm a pretty big deal, you know.” She was obviously annoyed. “How could you forget my name?”

“You forgot mine,” Twilight pointed out. Rainbow blushed a little at that.

“Look, I'm just trying to make sure everypony gets some water,” Rainbow Dash said. “I gotta do something, you know? This way I know that nopony got left out, and some houses aren't connected to the town's water supply.”

“That makes sense,” Twilight admitted. “Maybe you should take it over to Fluttershy? She's taking care of a lot of animals, I think.”

“What? Still?” Rainbow Dash groaned. “I told her to just let them go. Most of them can manage on their own. She needs to take better care of herself.”

“No kidding,” Twilight agreed.

“I'm gonna go check on her. Thanks for the tip!” Before Twilight could think to ask her about firewood, the pegasus vanished into the distance in a streak of rainbow light.

***

Twilight walked back into town, empty hooved. She hadn't found any firewood. She resigned herself to going into the Everfree tomorrow to look, but she was just so tired that she couldn't work up the will to do it today.

She was distracted, her tired walk drawing her towards the brightest building in town like a moth to a flame.

“You look like you need a cupcake,” said a pink pony, popping up in front of Twilight. It shouldn't have been possible for her to appear out of nowhere like that. It hadn't stopped her from doing it, of course, but part of Twilight noted the impossibility.

“There aren't any,” Twilight said. The pink pony's name came to her a moment later. It was hard to forget her. “Um, Miss Pinkie Pie.”

“Well the truth is...” Pinkie leaned in. “I have some secrets. And one of those secrets is that I have a secret stash of cupcakes for ponies who are really looking down.” She grabbed Twilight's hoof and dragged her inside, the bakery warm and bright, so bright that Twilight's eyes hurt as she got used to the light.

Twilight found herself sitting at a table, the only sound in the bakery provided by a scratchy record player piping pleasant music into the room. Streamers were hung along the walls, and confetti littered the floor with the deflated remnants of balloons. It looked like somepony had thrown a party a week ago and just never bothered to clean up.

When she looked back at the table, there was a cupcake in front of her. It was bright and cheerful, everything she wasn't at the moment.

“Go ahead,” Pinkie said. Twilight looked at her. The mare looked tired. Heavy bags hung under her eyes. If Twilight wasn't sleeping well, it looked like Pinkie Pie wasn't sleeping at all.

“How did you even manage to hang onto this?” Twilight asked, hesitating. The cupcake was something she hadn't expected to see again. After a moment, the weight of that hit her. The world was so broken that something as simple as a cupcake was something she might never see again.

“Don't cry,” Pinkie Pie said, suddenly there at her side and holding her. Twilight sniffled and tried to hold her tears back, burying her wet eyes into the pony's shoulder. “I know things are tough. But it's going to get better.”

“I hope so,” Twilight said, feeling hollow. Pinkie Pie squeezed her.

“Do you want to stay here? Mr. and Mrs. Cake left when things got bad, so there's plenty of room.”

“I can't,” Twilight said. “I have to get back to check on Spike. And there might still be something in one of the books in the library, something I missed...” She wiped her eyes and sat back, taking a bite out of the cupcake. It was stale, crusty, and after weeks of rations, the sweetness was cloying. It was the best thing she'd ever tasted.

“Would it be okay if I took the other half of this home to Spike? I bet he could use some cheering up too.”

***

Despite how she'd been reduced to tears, she felt better as she left the bakery, the remains of the cupcake carefully concealed in a bag. The sugar made her feel a little better, and even if it wasn't a gemstone, she was sure Spike would appreciate it too.

“Excuse me, dear, could you assist me with something?” Twilight looked and saw a unicorn looking out of a half-open doorway. “I apologize for intruding, but...” She sighed.

“What is it?” Twilight asked, curious.

“This is somewhat embarrassing, but my fire went out and I lack the means to light it again myself. If my sister were here, no doubt she could set it ablaze simply by attempting to pour a glass of water, but left to myself I am rather out of my element, as it were.”

Twilight walked inside, seeing the piles of clothing lying around. Apparently the unicorn had at least been keeping busy. She noted a lot of it was tending towards winter clothing.

“You couldn't just use a fire spell?” Twilight asked, walking towards the fireplace. It had cooled to ashes.

“I... don't know any spells like that,” the unicorn admitted. Twilight grunted, annoyed. How could a unicorn just ignore their gifts like that and not even learn such a simple, useful spell? She'd seen too many ponies slacking off in school, just trying to impress instructors with clever tricks or low-hanging fruit, like education didn't even matter to them.

“Are these logs okay to use?” Twilight asked, gesturing to a pile of wood. The other unicorn nodded. Twilight grabbed one and threw it roughly into the fireplace, ashes billowing out and getting on the carpet. She saw the white unicorn wince. One simple application of Nazca's Universal Incinerator at low power, and the log was blazing merrily.

“Thank you so much,” the unicorn sighed. “I was worried I'd have to resort to rubbing sticks together to get a fire going.”

“You should learn some extra spells,” Twilight insisted. “I can lend you a few books if you want to come to the library. You never know what might be useful in case your fire goes out, Miss, Um...” Twilight trailed off, blushing.

“I might have to take you up on that,” the unicorn said. “And it's Rarity, dear. Please try not to forget again.”

“I won't,” Twilight said.

“Good. What were you doing out at such an hour? I admit I'm lucky you were there, but...”

“Looking for firewood. I guess we're all having heating problems.” Twilight smiled sadly. Rarity gasped.

“You should have said something! Here, take half of what I have. I know it isn't much, but I wouldn't be able to use it at all if you hadn't been here to help.”

***

Twilight kicked the door open, levitating a pile of wood into the room and slamming the library door shut with a hoof as she did.

“Wow. Where did you find all that wood?” Spike asked, looking up from where he was curled up, so close to the fire that his blanket was starting to brown.

“Careful or you're going to catch on fire,” Twilight said, as she set it down in an organized pile and pushed the little dragon back a little. “One of the ponies in town gave me some of their wood after I helped them get their fire going.”

“At least we won't freeze for a while,” Spike said, putting one of the new logs on the fire.

“And that's not all. You won't believe what else I got.” Twilight opened her saddlebag and took out the remaining half of the cupcake, putting it in Spike's claws. He blinked as he looked at it.

“Woah. It feels like forever since I've had dessert!”

“Take small bites so it lasts longer. I'm going to go back to bed.” Spike nodded and licked the frosting, making a pleased sound before scuttling back over to the fire to enjoy the cupcake while bathing in the warmth there. He was a loud eater, making happy moans that belonged more to someone eating a rare delicacy than to a cupcake.

Though, really, the term described a cupcake well these days.

Twilight ignored Spike and fell face-first into bed, the old mattress creaking and complaining. It was an antique compared to the one she had in Canterlot, dust billowing from it the first time she'd jumped onto it. She pulled a blanket over herself with a tired hoof and quickly drifted off to sleep.

Ever since Nightmare Moon had returned, her dreams had all been the same. The day of the Summer Sun Celebration, and everything that had gone wrong. As she tossed and turned in bed, bathed in a cold sweat, it seemed tonight would be no different.

***

The cold stone globes were lying at her hooves. There had to be some way to activate them. She'd had the same dream a dozen times already, and every time she was dimly aware that she'd been trying again and again to make the stupid things work. But they didn't react to her magic at all, the stone balls just lying there, inert.

And just like every night, the moment she started to think she was going to make progress, her magic touching something deep inside, a swirl of midnight blue enveloped them in a tornado of force. She backed away, not wanting to jump in like every other time, knowing how this would end. A tendril of blue lashed out of the vortex, grabbing her hoof and dragging her inside. The screams of the other ponies were a distant background chorus as they ran towards her, Twilight's dim memory of them reducing the ponies to blobs of color as she was plunged through a veil into darkness.

The world came back in a wash of confusion, a dizzying blast of color. Twilight shook her head, laughter filling the air. It wasn't her laughter, either. She looked up, Nightmare Moon standing atop a dais and holding the spheres with her mane, looking down at her and laughing through bared fangs.

Twilight got to her hooves, shaking with fear. There was no way she could defeat the alicorn.

“How many times have you failed?” Nightmare Moon asked, stepping towards her. “Though I suppose even once was really enough, since you couldn't protect Celestia when it really counted.”

“I-I did everything I could,” Twilight whispered.

“Everything except for getting these to work.” Nightmare Moon tossed the Elements of Harmony to the unicorn, the balls landing at her hooves. “Go ahead. Take your best shot.”

Twilight looked down at them. There had to be something she could do. Part of her knew it was only a dream. She'd gone over the whole thing in her waking hours over and over again, trying to find something she'd missed, some way to activate the Elements. She knew they were the key. Nightmare Moon had been afraid of them, until they'd failed.

“Not even going to try tonight?” Nightmare Moon snorted, disappointed. She stomped on the ground, the marble floor shattering under her hoof, and the Elements shattered along with Twilight's hopes. “Don't worry, we'll have plenty of time to try again. The night will last FOREVER!” She laughed, a piercing wailing laugh that cut through Twilight like a cold wind.

“I failed again...” Twilight whispered, unable to look at her. “My magic is useless...”

“The fault was not with your spellcraft, child,” said a voice Twilight didn't recognize. She looked up to see something new, something that hadn't appeared in her dreams before. A wavering figure of indigo and purple. Where Nightmare Moon was a cold avatar of fear, this shape, indistinct and cloudy, faceless in the way only somepony in a dream could be, was warm and comforting. As she approached, Twilight felt the fear of the nightmare drain from the dream.

“I did everything I could, and I couldn't defeat her,” Twilight whispered up at the figure. It reminded her of Celestia, having the same parental feeling, though it wasn't quite as large. “I knew all this was going to happen and I couldn't stop it. I tried to warn Princess Celestia and she didn't even listen to me. She just sent me away and told me I was being stupid. Maybe if I hadn't said anything, and I'd stayed with her...” Twilight bit her lip, a tear running down her cheek.

“This should not be your burden to bear,” the figure said. “You are a pony wounded by loneliness and solitude, and you have taken on guilt that is not yours.” Twilight leaned into the figure, feeling warmth there, emotional and physical at the same time.

“I should have done more to stop her,” Twilight said, softly, her voice muffled by a thick coat and feathers. “Who are you?”

“You dream of this every night, trying to find a way to stop the Nightmare.” The mare either hadn't heard the question or was ignoring it. Twilight looked past the blurry indigo fur to see the dark shape of Nightmare Moon, frozen with lightning crashing around her, her face in a rictus grin of victory.

“I know I missed something. Something important. I just wish Celestia was here to tell me.” Twilight sniffled. “I know you're just a figment of my imagination, but you're a nice one. Maybe those books on lucid dreaming are starting to work.”

“I'm no figment,” the figure said, amused.

“Who are you?” Twilight asked again. “Celestia? One of the high mages?”

“I'm a fading memory of what should have been,” the figure said. “I don't need a name. In the end, when you must make a final decision, it will be easier for you if you do not know who I am.”

“What do you mean?”

“Twilight Sparkle, the power to change this is within you, and always has been. I am sorry, but I must ask something of you that I am not able to do myself.” The figure stepped back, bowing to Twilight. “Please, stop Nightmare Moon.”

“I can't! I already tried and... you know how that turned out.” Twilight looked at the horrible figure. “I don't have what it takes.”

“You do,” the indistinct shape said, firmly. It stood up slowly. “But you need to find it within yourself. There is a power and destiny deep inside you that can defeat her. Perhaps in other circumstances, you would have found it yourself.”

“Then- what am I supposed to do? I've cast every spell I can think of and I still can't get the Elements to work!”

“Not alone,” the blurry pony agreed. “Would you accept help, if it were offered?”

“I-” Twilight bit her lip. “Nopony was able to help me before.”

“Only because you did not let them,” the shape said, putting a hoof on Twilight's shoulder. “I must warn you, what I am doing is dangerous. Nightmare Moon has been content to leave you alone because you have not been a threat to her. If you are willing, I can unlock some of the power hidden within, enough to give you a fighting chance.”

“Why me?” Twilight asked, looking into the figure's face, though all that would stay in her mind were the eyes, glowing softly in the dark light of the ruined castle.

“You are the only one who can. If you will agree to my terms, you will have the power to walk through dreams, a power only a handful of ponies know in this age. It will be the key to overcoming her evil power.”

“How am I supposed to do that?” Twilight asked. “Even if I beat Nightmare Moon in a dream, it won't bring back Celestia, or raise the sun, or- or even give anypony food to eat!”

“The Elements are the key to defeating Nightmare Moon, and the key to unlocking them is here, in the Dreaming. The Elements have been cast into shadow by the darkness invading the dreams of all ponies, and even this is no normal bad dream, but a curse from the Nightmare.”

“I don't understand...” Twilight muttered, eyes narrowing with confusion.

“You will come to understand it. You must, if you are to end this imperishable night.” The figure looked to Nightmare Moon. “My time draws short. Even this audience quickly draws her attention to this place, and I dare not risk it before you have prepared yourself. Know this, Twilight Sparkle – the shadow of the Nightmare will work to eliminate the threat to it. The closer you come to victory, the more dangerous it will become.”

“I-I don't know if I'm the right one for this.”

“Believe in yourself, and in your friends. The shadow will come for them, and this power will be as a sword against the night.” The figure started glowing with pale silver light, the aura brightest along a long, spiraling horn.

“You mean it's going to keep me safe?” Twilight gasped as she rose into the air, surrounded by that light.

“No, Twilight. There is no safety to be found in a sword. A sword brings death, it does not give life. It is a responsibility, a burden.” The figure grew quiet as the light reached its peak. “It is a curse, but the power to bring death is all I can offer. I hope that one day you will forgive me.”

There was a blinding flash, and Twilight fell to the ground heavily on her hooves. The comforting figure was gone, and the wind howled as the lighting storm around Nightmare Moon came back to life.

“The Night will last forever!” Nightmare Moon screamed. Twilight raised a hoof to shield herself against the wind and rain. The fear was still there inside her, but there was something else. A power that she hadn't felt before.

It gave her hope.

She hadn't felt it in so long, she'd felt powerless and worthless for so long, that it took her a moment just to realize what the feeling was. It was enough, though, to do something that she had never, once, managed to do in the dreams. Here, where she'd before frozen up and been unable to act, where in the real world five strangers had dragged her away as Nightmare Moon crowed in victory, she took a step forwards.

“What's this?” Nightmare Moon asked, raising an eyebrow. “Finally growing a spine, Twilight? How unlike you!”

“I'm not... I'm not going to let you just win this time!” Twilight said, firmly. She took another step.

“Careful, Sparkle, there aren't five idiots around to drag you away from my wrath if you anger me, this time.”

“I don't need them,” Twilight said. “Not when I can beat you myself!” She focused, tugging on the power within. Light welled around her horn, and she could feel something, power that wasn't hers, twisted and entwined, dragging something out of her very core. She gasped with a mixture of pain and surprise as the magic rushed out of her like a crashing wave, a sphere of energy forming between her and Nightmare Moon, like a miniature sun.

“What is that?” Nightmare Moon asked, surprised. She backed away, showing the same fear she'd shown for a moment in the real world when Twilight had come so close to awakening the Elements.

“I am the light of the soul,” the glowing sphere said. Wings erupted from it, and the sphere shattered. From within, a ghostly pony floated to the ground. It looked like-

“Twilight Sparkle?” Nightmare Moon raised an eyebrow. “No, not quite. Is this how you see yourself? Quite presumptuous.”

Twilight's eyes widened. From within the magic, this had taken shape, a version of Twilight with wings and barding that covered nearly her entire body, her mane filled with twinkling stars and her face concealed behind a mask. It wasn't quite solid, Twilight able to see through it as though it was made of smoked glass, and it floated above the ground, casting no shadow.

“I am you,” It said, looking at Twilight, though she couldn't see its eyes beyond the blank visage of the mask it wore. “And you are me. In this place, in this time, I shall lend you my strength, for it is yours to inherit.”

“Who are you?” Twilight asked, her eyes wide.

“You will learn when you are ready. For now, call me Eventide. I will come when you call.”

“Cute, a dream construct.” The world shifted suddenly, the fuzzy details of the castle falling into clear focus with the force of an iron curtain falling across a barred window. The broken walls were joined with the ghosts of a half-remembered past, a grand ceiling that didn't exist in the real world flickering overhead, as if unable to decide if it was there or not. At the edge of Twilight's vision, the shadowed forms of ponies walked around, vanishing when she looked at them directly.

“Beware, she comes,” Eventide said, warily, her stance changing. Twilight understood intuitively. Before, she had just been dealing with a figment of her imagination. Now, though, it was something else, something just slightly real, a fragment of the real Nightmare Moon turning its attention on her.

“I wonder just how you learned to do that. Something from one of your books, no doubt.” Nightmare Moon sneered. She seemed more real than before, more focused and angry. “No wonder my dear sister chose to make you her student. I might have to start taking you seriously.”

“This is my dream and I'm kicking you out, Nightmare Moon!” Twilight yelled.

“I think not.” Nightmare Moon tossed her head, sending out a wave of deadly cyan energy. Twilight flinched, but before it could reach her, Eventide was there, interposing herself and throwing up a shield of energy. Twilight could feel it, a connection to that magic, to Eventide. It was her own magic being used, but amplified, more real, something she could control.

“I understand,” Twilight said, reaching out with a hoof. Eventide surged into action, the wave of energy deflecting as the shield angled to the side, the shadow pony rushing at Nightmare Moon. “The reason I couldn't do anything before is because the Nightmare has control over the Dreaming. The rules weren't the same!”

Eventide slammed into the Nightmare, knocking her back. She hissed like a snake, eyes flashing with a baleful light as she fired another blast of magic at point-blank range. It caught Eventide in the side, the barding deflecting some of the force of the attack but not the whole thing. Twilight gasped with pain and surprise as she felt it herself, as if the blow had struck her.

“It's a part of you, Sparkle. And that means when I take her apart, you'll go too.” Nightmare Moon smirked, charging up for a final blow. Just as she unleashed the force, Eventide vanished in a burst of pink light. The death curse shattered the stonework where she had been standing.

“She's part of me, and that means she can use my spells!” Twilight yelled. “Eventide!” Nightmare Moon spun around as the light in the room changed. Eventide had teleported behind her. Lights appeared around the Nightmare in a circle. Before she could react, they collapsed inwards from all sides, exploding in a burst of light.

Nightmare Moon screamed, her shadowy form twisting in on itself. She turned into a whirlwind of blue gas, the zephyr spinning up and away.

“This isn't over, Twilight Sparkle!” Nightmare Moon screamed. Her eyes appeared, hanging in midair. “I was kind to you before, but no longer!”

“It's over for now,” Twilight said, as the Nightmare tore through the roof, the castle shimmering and shifting back to how it had been in the real world, though the ghostly presence of the dark mare was gone, leaving it feeling peaceful.

Eventide floated like a ghost where Nightmare Moon had been. It looked at her. There was something about it that didn't seem quite right, and it wasn't just the wings or the inches of extra height. “I will always be Standing by your side when you need my strength.” She said. Nodding to Twilight, it faded away, though Twilight could still feel the construct within her.

***

Twilight sighed as she woke up, feeling rested for the first time in weeks. Smiling, she got out of bed. She could feel it within her, like a star burning in her chest.

“Spike! Take a letter.”

***

My dearest teacher,

I know I haven't written in a few days. I don't even know if you're getting these letters, or if they're just me talking to myself since you vanished. I know they're going somewhere, even if all of my attempts to trace them have failed.

If you're there, and able to read this, for the first time since the eternal night started, I have hope.

I promise I'll find a way to save you.

Your student,

Twilight Sparkle

Author's Note

A few notes:

1) In this universe, Twilight never bonded with the other Elements and doesn't know them very well. After that one disastrous night, she hasn't gone out of her way to see them, and still has a lot of bad habits. She doesn't trust anypony else, has a bit of a superiority complex, and generally thinks everything is on her shoulders.

2) It has been two weeks since Nightmare Moon deposed Celestia. While the sun hasn't risen, the moon's phase is still changing. As it was a full moon, it's now at or near a new moon, and the moon will begin waxing again.

3) There has been little or no rain, as the water cycle is disrupted without the sun to evaporate water into the air. As the temperature fell, what water there was has almost entirely fallen as precipitation.

4) Twilight is awful with names. She once drafted a formal proposal that all ponies should have to wear name tags so she didn't have to actually learn anypony's name. Celestia shot it down and pointed out that cutie marks served mostly the same purpose.

Extra Note - If anyone would like to edit/preread some chapters of this, it would be much appreciated. Just let me know. I'm not a very good editor of my own work.

Chapter 4: Mare Nectaris

“You're both crazy,” Spike said, rolling his eyes at the two mares currently occupying the library.

Though to Twilight and Fluttershy, it would probably be more accurate to say four mares. Eventide and Sky Skimmer hovered near them, Twilight busying herself by noting observations on them.

“Spike, since both Fluttershy and I can see them, it's solid evidence that we're not crazy,” Twilight said, as she shook the device she was holding. She'd bodged it together out of some spare quartz and copper tubing, using arcane ink to draw a diagram and make it a sensitive thaumeter. Or at least it should have been a sensitive thaumeter. “If I just had some rubies left I might be able to make one that actually works. I should have known if these were too impure for Spike to eat that they'd be worthless as a sensor focus.”

“It is good that we're not crazy, though,” Fluttershy said, smiling. “And thank you again for helping me carry the animals out of there. I don't think... I don't think they would have wanted me to do it.” She looked down.

“It's fine. I wasn't really using the basement anyway. I was thinking of turning it into a laboratory, but I haven't had the time.” She shrugged. “Besides, this way I don't need to go all the way out to your cabin to study this!” Twilight smiled back at her.

“I suppose that's true,” Fluttershy nodded. “Do you want more tea?” She stood up and started towards the kitchen.

“You don't have to make it. You're a guest.” Well, she was a research subject. But it was close enough. “Besides, Spike's been doing a good job making tea out of the odds and ends we can't eat otherwise.”

“I get the hint,” Spike sighed, standing and walking towards the kitchen, giving an angry rabbit a wide berth. Angel had come with Fluttershy, and was impossible to keep in a cage for long. They'd had a long talk, though Twilight had only heard half of it (even Nebra's Eavesdropper Enhancement wasn't able to translate from bunny rabbit). She got the impression that Angel hadn't forgiven Fluttershy entirely, but he was willing to give her another chance.

“So anyway,” Twilight said. “From what I can tell, it seems pretty clear what happened. Nightmare Moon used her dark powers to try and eliminate you. It splintered part of your mind off to become that... Nightmare Fluttershy. Because you rejected it, it was able to assume its own identity and try to kill you. I think if I hadn't been there, it would have tried to replace you entirely.”

“R-replace me?!” Fluttershy's eyes went wide.

Twilight nodded. “That's what the Philemon-Rozen Manifold Space is for, I think.”

“The what?”

“The- the ghostspace.” Twilight sighed, feeling a headache starting when Fluttershy nodded as if Dash's nickname for the extra-dimensional space made any sense. “It lets the Dreaming mix into the real world, like...” She tried to find a good example. “Okay, you know how oil and vinegar don't mix? If you leave them together in a bottle, they separate into layers.”

Fluttershy nodded. “Oh yes. I used to use them for salad dressing all the time.”

“Well, if you shake it up with enough power, they'll blur together for a while. But it's not natural, and eventually they separate again. That's basically what Nightmare Moon was doing, using dark magic to shake up the worlds so they blurred into one. And while they were like that, things could pass between them. I think that's how a lot of the monsters in the woods came from. It's also why Dash still has that sword I made, and how you have that necklace.”

Fluttershy poked the golden necklace. “It's really pretty.”

“It's also got a lot of magic in it,” Twilight said. “But I can't figure out what. It's the most complicated spell I've ever seen!” She paused. “And I've seen a lot of spells. I'm not like that useless unicorn down the road that can't even manage a fire spell.”

“Who?” Fluttershy blinked.

“Oh, um... Purity, I think her name was. Something like that. She gave me a lot of wood for helping her out. I told her to come around and get a book on spells so she wouldn't need help again, but I don't think she bothered. It's too bad. She could learn a lot.”

“Rarity?” Fluttershy asked. Twilight considered, then nodded.

“Yeah, that's her name.”

“But... she knows how to cast simple spells like that,” Fluttershy said, quietly. “She's one of my best friends.”

“If you say so,” Twilight shrugged. “Because she sure didn't seem to know when she was asking for help. I mean not everypony can be as gifted as me, but there's no reason not to learn some useful basics.”

“I just-” Fluttershy sighed. “Maybe something's wrong. We could go check on her.”

“We don't have time for that, we're trying to save everypony in Equestria!” Twilight snapped. “If she really can cast those spells, then we don't need to worry about her. Besides, she looked fine.” Twilight wasn't actually sure about that last part. She hadn't really looked at the mare. But she certainly hadn't been as bad as Fluttershy.

“If you say so,” Fluttershy said, quietly.

“I do. Now, what we need to do next is study what these constructs can do. I think-” Twilight frowned and hit her improvised thaumeter. “-I think they have traces of other magic. I originally thought mine was just using my own magic, but there's something else there. Yours seems to have some connection to that necklace, and mine... I'm not sure.” She sighed.

“Okay! Tea's up!” Spike proudly left the kitchen, teapot in hand. Talon. Claw. Dragon gripping appendage. “I found some dried orange peel, so this might actually be okay.”

There was frantic knocking at the door. Fluttershy squeaked like a mouse and hid behind a table, Sky Skimmer watching the door closely. Twilight approached the door carefully and opened it.

“Dash?” She asked, opening the door to... nopony.

Twilight looked left and right, seeing nothing in the darkness. She felt paranoia growing. Was it some kind of a trap? Had someone knocked just to get her out in the open? Was it a distraction for a flanking maneuver? She'd read a lot on military tactics when she was a foal, borrowing Shining Armor's books between visits to the library, and flanking maneuvers always spelled disaster and Nightmare Moon was obviously crafty enough to-

"Hey! We're down here!" Or perhaps instead of a deadly flanking maneuver with evil minions, it was two foals. One was orange, with a shock of purple for a mane, the other was yellow with a big pink ribbon.

"...I don't suppose you're here to borrow books?" Twilight asked, confused.

"You gotta come help! My sister is in trouble!" The yellow one said.

"Oh, Apple Bloom, what's wrong?" Fluttershy said, stepping around Twilight to talk to the foals. Twilight was more than happy to let her deal with it. She normally liked teaching foals, but she had better things to do right now.

"Mah sister and Rainbow Dash were talkin', then something happened and the barn went all funny an' Rainbow Dash said I should come get you and then she went in and she ain't come out and I don't wanna lose Applejack! You gotta help!"

"It's okay girls," Fluttershy said, pulling them close. "Just tell us what happened."

***

Applejack walked up to the base of a tree, calculated something in her head, and kicked once, with just enough force to buck a big blue pegasus out of the branches while leaving the apples attached.

"Ow," Dash said, landing on the ground heavily. A moment later, an orange pegasus foal fell from the tree, Scootaloo landing on Dash's chest and driving the breath from the larger pony's lungs.

"Mornin'" Applejack said, her expression unreadable. "Dash, we gotta have us a chat about this. Y'all know we've had words about the two of you stealin' apples before."

"AJ, come on..." Rainbow Dash whined.

"I'm not sore at you, Dash. I just wanna talk, alright?" She sighed. Applejack had heavy bags under her eyes, like she hadn't slept in weeks. Maybe she hadn't.

"Scootaloo, why don't you go inside while Applejack and I talk," Dash said, getting up.

"But you said-" Scootaloo started, before Dash shook her head. Something about the worried expression stopped her, and she went off without another complaint. It was clear this was going to be one of those grown-up talks that she wasn't welcome to listen in on.

...Which meant she was totally going to do it anyway, but she was going to be careful so she didn't get caught. She ran off to find a good hiding spot in the gloom.

"Dash, I told you I don't mind terrible much that you take a few apples. I know you're lookin' after Scootaloo an' that's right good of you, and a foal needs good eating to grow up." Applejack sighed. "But Big Mac and Granny saw you the other day and they're gettin' cross about it. We've got enough food stored up for a long while but they don't see it as right that we're working so hard to keep a few trees going in the dark and you're takin' the fruit without so much as a please or thank you."

"You're right," Dash sighed. "I guess I could apologize to them."

"That'd be good," Applejack said, rubbing her eyes. "Y'all pegasai don't know how hard it is for us right now. It's takin' a lot out of me and Big Mac."

"Is it, like, Earth Pony magic?" Dash asked.

"Basically such," Applejack nodded. "C'mere. I'll show you." She walked over to one of the hoof-ful of trees still bearing leaves and fruit. "The trees can't grow fruit natural-like because of all the dark. So we have to give them a little help."

"So do you like dance around them or talk to them or-" she stopped as Applejack wrapped her hooves around the tree. "Or you could hug the trees too, I guess."

"Hush, Dash," Applejack said, concentrating. As Dash watched, blooms appeared on the branches, blossoming and then as quickly turning into apples, the fruit swelling until Applejack let go, stumbling back. Dash caught her before she could fall.

"Woah. You okay?" Applejack was having trouble catching her breath, leaning on Dash heavily for support.

"I'm fine," Applejack said, after a moment. "It just takes a lot outta me. But ya see how it works? They're not quite ripe yet. Gonna take a bit more work to do that. If Big Mac was here he'd be able t' finish the job for me."

"And you have to do that for every tree?" Dash asked, frowning.

"Every single one. It's why just these couple here are still goin'." Applejack sighed. "It ain't enough to feed a lot of ponies, and Apple Bloom and Granny can't help much.

"Yeah but... you look like you ran a marathon. How long can you keep doing this?" Dash frowned.

"Long as I have to, sugarcube. I promised I'd take care of the farm." Applejack took off her hat to look at it sadly for a moment before setting it firmly on her head. "Now, how about we go an' talk to Granny Smith? I know it'd make things easier for us if y'all were able to bring a little rain over here."

"I might be able to get something," Dash said, thinking. "There's still some of that storm cloud hanging around, and I might be able to whip something together from the river. I haven't hoofmade clouds since flight school, though."

"As long as you make the effort, that'll be more'n enough to show Granny that you ain't a freeloader. Might even be able to have some real cooking instead of raw apples. I know you can't cook your way out of a paper bag."

"Hey, I'm a great cook!" Dash said, puffing up her chest and spreading her wings.

"Dash, y'all set yer house on fire last time you tried to bake a pie, and yer house is a cloud." Applejack raised an eyebrow, smiling. "I reckon that you and Scootaloo could use a warm meal."

"I guess it would be good for her," Dash admitted, kicking the dirt.

"Good. Glad we had this chat." Applejack sighed. She paused, looking at the trees around them. "You ever wish things could have turned out different?"

"What, like not being in an eternal night while we slowly starve or freeze?" Dash asked, raising an eyebrow.

"Nah, I mean... never mind," Applejack said, sighing. "It ain't important. I'm gonna go lay down for a minute in the barn. Doin' up that tree tuckered me right out." She turned away from Dash, walking towards the barn, muttering something under her breath that the pegasus couldn't quite catch.

"Guess I'd better face the music," Dash groaned, walking slowly towards the farmhouse and deciding how she was going to deal with it. She took a deep breath and knocked on the door.

Big Mac opened it. He looked at Rainbow sternly, not saying anything.

"Hey," Dash said. "Um. I was talking to AJ. Can I come in for a minute?"

"Eeyup," Big Mac stepped aside, letting her in. "Ain't she with you?"

"She said she just needed a minute to rest," Dash said. "...I didn't know it took so much out of you to make the trees grow."

"Mm," Big Mac said, looking outside for another moment before closing the door to keep the heat in. "Granny Smith is by the fire. You should talk to her."

"Yeah. Good idea," Dash said, wincing. Granny Smith had a famously sharp tongue when dealing with ponies she didn't like, and Dash wasn't sure exactly where she was, but it wasn't in Granny's good graces. She walked into the living room, where Granny was knitting by the fire, Apple Bloom trying to knit something herself but mostly just making a mess.

"Well, if it ain't the fastest apple thief in Ponyville," Granny said, not looking up from what she was doing.

"About that..." Dash took a deep breath. "I'm really sorry, Granny Smith. I know I should have asked."

"Darn tootin' you should have asked!" Granny looked up at Dash, glaring. "Course I might have said no anyways." Her glare softened. "Least I would have if'n you weren't trying to take care of a foal."

Dash looked down at her hooves. "I want to make it up to you."

"Good," Granny said, nodding. "Because it ain't so much about the apples. You're takin' care of a foal, and I know somethin' about how to do that. You need to set a good example for them, and stealing isn't the right way to do it."

Dash recoiled as if struck. "I-I didn't even think-"

"Now, now. I know you didn't think. Ponies are all different. Y'all pegasai think fast and make quick decisions, but you don't think deep like. Earth ponies are slower, because wisdom don't come fast. Both kinds of thinking have their use, but when you're trying to raise a foal right, you need to think hard about what you're teachin' them by example."

"You're right," Dash said, quietly. "Um, Applejack said that you could use some rain for those trees. I might be able to put some rainclouds together, but it'll take a while since I'll have to make them by hoof."

"Sounds like hard work," Granny nodded, with approval. "You should take the little one with you, and teach her how to do it. You can teach her that hard work has its own reward at the same time."

Dash smiled at that. "Yeah, that's a good idea."

"And when yer done, you two can come in and have a meal with us. Maybe you'll learn a bit about bein' a family. Besides, Apple Bloom could use someone her age to play with."

"Granny!" Apple Bloom said, blushing with embarrassment.

"Thanks, Granny Smith," Dash said, quietly. "I didn't know it would be this hard to take care of Scoots."

"Of course you didn't!" Granny Smith snorted. "But yer tryin', and that matters a lot. If you were just takin' the apples to feed your own fool belly I'd have Big Mac buck you all the way back to Cloudsdale!"

"I get the message," Dash said, smiling. "Where'd he go, anyway? He did a lot of the work to make those apples grow, so I should apologize to him, too."

"That'd be a good thing t' do," Granny agreed.

"Dash, Dash!" Scootaloo yelled, running into the farmhouse. "You gotta come quick! Something happened!" She was as pale as a sheet.

"What happened, Scoots?" Dash said, feeling her coat start to stand on end.

"You wouldn't believe me unless you saw it for yourself," she said, her eyes wide.

***

"It's bigger on the inside," Big Mac said, looking into the barn. All of the windows and doors were pitch black save for one. And inside that one, they could dimly see the barn, only it stretched out into the dark, just going on and on and on.

"And Applejack's still in there!" Scootaloo said, hopping up and down in panic.

"We gotta save her!" Apple Bloom said, running for the door. Big Mac grabbed her before she could go in.

"Hold on there. It ain't safe." Big Mac picked her up. "I ain't never seen anything like this before."

"I have," Dash said. "The same thing happened with Fluttershy. It's some kinda magic thing. Twilight could explain it, but I don't know all the big words she does. It's called a ghostspace, and it's like a mix of a nightmare and the real world."

"What do we do?" Big Mac asked, not questioning the explanation. He'd already given up hope for a simple reason for why the inside of the barn went on for what looked like miles.

"I'm gonna go in and try to save her. I've done this before, so I totally know what I'm doing." Dash smiled. "Somepony go and get Twilight, though. She's really good with stuff like this so she can save my tail if I get in over my head."

"Who's Twilight?" Apple Bloom asked.

"Twilight Sparkle. She's staying in the library. I... guess you never met her. Flutters is staying with her now, too."

"Apple Bloom, you go and get her," Big Mac said. "Ah'm goin with her." He nodded at Rainbow Dash.

"Woah, woah. This is gonna be dangerous," Dash said.

"An' it's my sister in the danger," Big Mac said, firmly. "So I'm goin' and that's final."

"Alright, big guy," Dash sighed. "Scoots, go with Apple Bloom. You know the way to the library, right?" Both fillies nodded. "Great. Tell her to get over here as fast as she can."

***

"And that's when we ran over!" Apple Bloom said, almost running in place she was fidgeting so much.

"Okay, girls. You go inside." Fluttershy said, letting them in. "Um, Twilight, can Spike take care of them while we're gone?"

"Huh?" Twilight looked back. "Oh, sure. I guess." She grabbed the sword she'd made in Fluttershy's dream with her magic. "Spike! Foalsit them for a bit! Don't let them mess up my research!"

"Yeah, yeah," Spike sighed.

"Woah, what is he?!" Scootaloo asked, eyes wide.

"He's a dragon. A baby dragon," Fluttershy said, smiling. "He'll take good care of you while we rescue Applejack."

"And Rainbow Dash. And Big Mac," Twilight sighed. "Idiots. They should have waited for me."

"I think she's brave for trying to save her friend," Fluttershy said, frowning. "Like she wanted to save me."

"It's not brave when you're just putting yourself in danger for no reason," Twilight countered. "Friendship is nice and all, but it's not as important as logic and common sense. Now I have three ponies to rescue instead of one."

"We," Fluttershy said, quietly. "I'm going with you."

"Oh, right. We." Twilight said. She wasn't sure how much help Fluttershy would be.

"You can't do everything yourself," Fluttershy said, quietly. "I tried and I... I didn't do so well."

"This is different," Twilight muttered, without much conviction. It had been too close when she'd fought the Nightmare version of Fluttershy. One wrong move and she would have been killed. Fluttershy did have Sky Skimmer, so she had to at least have some kind of potential.

She just hoped it would be enough. Twilight had a feeling that this wasn't going to be as easy as last time.

Twilight stepped through the doorway, letting that odd sense of resistance flow around her. Immediately, she turned around, to look back the way she came.

"Mm. As I suspected..." There was no door there, just a flat black panel like a wall of velvet. She moved to touch it, but as her hoof neared it, Fluttershy appeared there, stepping out of it as if it were a mere shadow, and Twilight ended up booping her nose instead.

"W-what are you doing?" Fluttershy asked, confused.

"I was- it- nothing." Twilight blushed, stepping back. "I was going to see if I could get back through the interface, but you showed up. Didn't you see me there? You almost walked into me."

"When you walked inside, you faded away!" Fluttershy said, shivering. "I almost ran away, but I couldn't just let you go on alone. I have a lot to make up for." She looked down.

"Hm. Maybe the view through the doorway isn't a real view," Twilight said, ignoring Fluttershy's distress. "It's possible instead of looking into the real place, we're looking into an impression of the place, like a description of the dream instead of the dream itself."

"What was it like in my dream?" Fluttershy asked. "What was my, um, ghostspace like?"

"I can't believe Dash started calling it that," Twilight groaned. "Now you're saying it and it's going to catch on. They're not even ghosts! It's... never mind." She sighed. "Anyway, you probably don't want to know. It was pretty bad. You were using nightmare imagery from the things you were afraid to tell us about. So there were empty cages, and sharp shovels, and a giant grave..."

"Y-you're right. I don't want to know," Fluttershy said, shivering. "You can stop."

"Don't worry. When I write all of this up for my official science journal later, I won't use your real names," Twilight said, smiling.

"That's good, I suppose. Even if I accepted that part of myself, I still wouldn't want anyone to know about it." She paused. "Do you think that it's the same way with Applejack? That she's afraid of ponies finding out something about her?"

"It's possible," Twilight agreed. "But I'm not sure why she'd be afraid of a barn." As she said that, she really looked at it. The barn was on entirely the wrong scale. the roof was so high up that it was more like a cathedral. The walls were covered in the accumulated junk of a hundred years of never throwing anything away. Broken tools, bits of rope, occasional newer bits of metal and bundles of boards.

Most strikingly, though, while the barn was a hundred paces high, and a hundred paces wide, it seemed to go on forever in length, stretching out like a snake into darkness. Just looking at it gave the dreamlike sense of infinity.

"Then again," Twilight muttered. "Maybe there could be something scary about a barn."

"Did you hear something?" Fluttershy asked.

"Yeah, I heard myself thinking that we're going to have to do a lot of walking."

"No I mean- never mind." Fluttershy looked down.

"Great." Twilight started towards the other end of the barn. Not that they could see it. Not that it necessarily had an actual end in that direction.

As they walked, a carpet of dust formed around their hooves, and the tools hung on the wall got older and in worse disrepair, like they were walking back in time as they trotted into the darkness, the gloom making it hard to see.

"This reminds me of the old part of the Canterlot Archives," Twilight said, quietly. It was dark enough here that she had to use a light spell so they could see where they were going. "There's a basement level under the main library. Almost nopony goes down there anymore, but I had permission from Celestia, and I thought I might be able to find something useful.

"You go down these stairs, and it's all just storage down there, tunnels lined with bookcases and boxes. Even preservation magic can't keep the dust out. Books got moved from the library to the archive to the basement, newer books crowding out the old ones. But a librarian can't just throw books out, it's practically a crime! So they just get shuffled a little deeper to make room. I never found the end of it. It's all completely disorganized, which is another reason nopony goes down there. Just endless books sitting in the dark, where they'll probably never be read again..."

Twilight was silent for a moment.

"It's kind of sad, really. There are probably all sorts of really great books there that nopony will ever read again, but you'd need a library the size of a castle to even begin to catalog them, and Harmony knows you'd never find enough decent librarians to keep things in order. It would take lifetimes."

"It was something you thought about doing, wasn't it?" Fluttershy asked.

Twilight turned to look at her with a smile. "Well... yeah. I mean, a chance to spend my whole life learning things things that have been lost for centuries? Making a lasting mark on the world by creating the greatest library that ever existed? It would have been nice. But instead it was like a curse. I pulled one box of books out of there, and you know what was in there? A book about Nightmare Moon, and how she was going to be released. I sent a warning to Celestia and she decided to ignore it and order me to come here and plan the Summer Sun Celebration."

"...Maybe she knew about it already," Fluttershy said, quietly. "If there was anypony who would keep track of such a thing, it would be her, right?"

"That's what I thought. But she clearly didn't have a plan on actually beating Nightmare Moon, or we wouldn't be in this mess."

"Maybe she knew that she couldn't win," Fluttershy whispered. "And she sent you away to keep you safe."

Twilight stopped at that, looking down. "She was like a second mother to me. If she'd just said something to me, or let me know she trusted me with more than... stupid party planning, maybe I could have helped. At least she could have trusted me to make my own decision."

"When we see her again, we'll ask," Fluttershy said, smiling. Twilight couldn't help but return it. Something about that smile made her feel a little bit better. Their expressions shifted to confusion as there was a sudden sound. The tapping of a hammer against wood.

"What's that sound?" Twilight asked, walking towards it slowly. She shone her light towards it, and saw a figure hunched over, pressing a board up against the wall and nailing it in place, apparently patching over where the barn wall was cracked.

"Excuse me?" Fluttershy asked. "A-Applejack? Is that you?"

The figure turned, and Fluttershy squeaked in alarm at its face, just a stuffed sack with hay poking from the seams, clothing bulging at the joints like a rag doll.

"It's a scarecrow," Twilight said, tilting her head. The scarecrow moved with sudden jerks towards them, a hammer bound with twine to its sleeve.

"It's a moving, living scarecrow!" Fluttershy corrected. It let out a rattling wail and ran towards them with the unnatural motions of a marionette. Twilight and Fluttershy screamed.

"A moving, living scarecrow that's coming to kill us!" Twilight finished, Eventide appearing to intercept it. A beam of force knocked the scarecrow to the side bonelessly, smashing into a support beam with force that would have shattered a living pony.

The scarecrow got right back up, charging at Eventide. Its hammer fell on a quick shield, Twilight trying to figure out what to do next.

"Sky Skimmer," Fluttershy whispered, the slim shape of her own dream construct appearing next to her. The edges of its mechanical wings started to glow blue and pink, and the air around the scarecrow plunged in temperature, freezing it in place with a thick sheet of frost.

"Woah. That was pegasus weather magic, wasn't it?" Twilight asked. "I didn't know it could be focused into a combat application like that. I was told even weather-magic generated lightning was almost impossible to control!"

"It is," Fluttershy agreed. "I, um. I don't know how Sky Skimmer did that. I only ever took the basics of weather control in Flight School before I dropped out."

"You dropped out?" Twilight asked, frowning. If there was one thing she couldn't stand, it was someone who quit school.

"Literally," Fluttershy mumbled. "I'll explain some other time. I don't... I don't like to think about that day."

"Still, at least it was useful..." Twilight examined the frozen scarecrow. "It certainly stopped this thing." Her eye caught something, the frost making a detail easier to see. Wires stretched from the scarecrow, attacked across its body, reaching up into the darkness above.

"Something was controlling it?" Twilight asked, thinking. She focused her light spell into a cone and pointed it upwards, looking towards the roof. The wires led to... a tree branch, growing through a breach in the barn. She could see red fruit hanging from it as it shifted with the motion of an unseen wind from outside, the wires straining.

"How could a tree control a puppet?" Fluttershy asked, confused.

"I have a feeling we're about to find out how a lot of trees do it," Twilight said, moving the light. There were more branches. A lot more branches. And as she lowered the beam to the floor, she saw scarecrows turning to look.

Author's Note

It's a metaphor!