Discord's Discount Disguises

by MythrilMoth

Rating: teen
Tags: Discord, Princess Celestia, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Comedy, Cutie Mark Crusaders, Thriller
Length: 22059

Discord opens a costume shop in Ponyville for Nightmare Night. But is he on the up and up?

Now that Discord's reformed and friends with a princess and her entourage, he's decided it's time to assimilate himself into pony culture. With Nightmare Night coming up, Discord decides to get into the spirit of things by opening a costume shop in Ponyville. His amazing costumes soon become the talk of the town, and Nightmare Night fever is stronger than ever...

...but is Discord about to play the ultimate Nightmare Night prank on an unsuspecting Ponyville?

Published 2014-10-21 22:00:02 UTC
Last updated 2014-10-31 13:24:44 UTC

Prologue: Setting Up Shop

Princess Luna giggled as she fed her pet possum, Tiberius, a morsel of cheese. Tiberius made a show of curling into a ball and rolling around on the table before seizing the cheese in his tiny paws, nibbling on it and twitching his nose. "Tibbles loves his little snack time, don't you, my widdle Tibbikins?" she cooed.

At the other end of the table, Princess Celestia watched her sister with an amused smile, her head propped on one hoof. "So, Luna...Nightmare Night is coming up soon. Are you looking forward to playing with the children of Ponyville again?"

"Oh, yes, very much," Luna said. "I've already taken my Nightmare Moon costume out of storage. I probably need to make a new set of false teeth, though."

Celestia chuckled softly. "Yes, I would think so."

"You know," the guest seated along one side of the table said, "I should probably try to learn more about these wonderful little pony holidays you all have. I mean, I get the general idea for most of them, but I've never actually taken part in any of the festivities."

The two alicorns looked over at the currently headless draconequus, who was calmly "sipping" tea despite lacking a head. Discord's head was on the table; it had grown crab legs and was scuttling back and forth in front of Tibbles, who eyed the strange creature uncertainly. "Mmm...yes," Luna said, utterly failing to react to Discord's bizarre display. "In the months after my return to Equestria, I found myself facing...social awkwardness."

"You're still facing social awkwardness," Celestia said with a smile.

Luna shot her an annoyed look. "I'm getting better, sister!" She drained her tea noisily. "Be that as it may, when I first returned, I found it extremely difficult to engage our subjects. I also didn't understand Nightmare Night." She bowed her head. "I thought it was...insulting."

"Mmm...yes, I can certainly see that," Discord said. With a bright flash, his head turned into a tiny moon which hovered over the table; his face became a shadow across its surface. "A festival celebrating your banishment probably wasn't your favorite thing about this brave new world..."

Luna glared at him, but refused to take the bait. "With the help of Twilight Sparkle and her friends...and all the wonderful children of Ponyville...I came to see Nightmare Night for what it truly is: a way to celebrate all things dark and scary in this world, and revel in them. A night when one's fear is conquered by laughter and good cheer." She paused, then added, with a huge, foalish smile, "And candy. Vast amounts of candy. Candy as far as the eye can see!"

Celestia chuckled. "More importantly," she said, "Nightmare Night helped Luna realize her unofficial true calling as a princess." She buttered a slice of bread as she spoke. "Vanquishing the terrors of the night and patrolling the dreams of the citizens of Equestria has always been Luna's role as princess, but since discovering the joy of Nightmare Night, she has connected on a deeper level with all the little fillies and colts across the land."

Luna nodded. "I do seem to relate to children, and I enjoy helping them face their fears." She looked down at the table. "Most likely because in their young fears and insecurities, I see something of myself. I too am uncertain of myself, and..." She trailed off, then looked up. Celestia was regarding her with calm compassion. Discord had stopped goofing off, put his head back on his body, and was watching her with rare calm and focus. She cleared her throat. "Well...let us just say I understand what troubles the minds of children, and feel driven to help them."

After a moment of awkward silence, Discord asked, "So, how exactly does this Nightmare Night thing work?"

"Oh, it is a glorious festival!" Luna declared happily, warming to one of her favorite subjects. "Ponies of all ages and all walks of life dress up in outlandish costumes! Every town in Equestria has street festivals, with games and vendors and prizes. The foals travel in small herds from door to door to collect candy from the adults, who wait with large bowls of candy, eager to hoof it out to all the smiling young faces. Spooky decorations appear all over town, tales of terror are told by and to ponies young and old, and a wholly fabricated legend of Nightmare Moon is woven to frighten and delight foals, who then offer a share of their collected candy to me, that I may devour it instead of them!" As she spoke, she hovered off the ground, and her voice grew louder, dipping into Royal Canterlot Voice territory by the end.

"Inside voice, Luna," Celestia said mildly.

"Oh. Sorry," Luna said, landing once more at the table. "I do get carried away."

"Costumes and candy and spooky stories?" Discord asked, tilting his head. "Well that does sound like fun." He stroked his beard with a talon. "What sort of costumes?"

"Oh, all sorts," Celestia said. "Ponies can dress up as anything and everything they want for Nightmare Night. That's part of the fun." She waved a hoof. "Famous ponies real and fictional, animals, monsters, heroes, villains, and things best left to the imagination...ponies dress up as whatever they want for Nightmare Night, and making or choosing a costume is one of the most fun parts of the whole thing."

"As is seeing what other ponies choose to go as," Luna said with a smile. "Why, the first year I witnessed Nightmare Night for myself, Twilight Sparkle was dressed as Starswirl the Bearded, and Pinkie Pie wore the most impressive chicken costume! Twas amusing, once I got into the spirit of things."

"So...literally anything? There are no rules, no limits?" Discord grinned. "Why that sounds...delightfully chaotic." He filled his teacup with tomato soup. "So when exactly is Nightmare Night?"

"In a little less than three weeks."

Discord's eyes widened. "That soon? Then I have little time to waste! There are preparations to make! Forgive me, Your Highnesses...I must be off. I have so little to do and so much time!" He paused. "Strike that. Reverse it."

With that, he disappeared in a flash of light. Tibbles poked his snout into the teacup and lapped up the tomato soup.

Celestia pursed her lips. "I hope he's not up to something I should be worried about."

Luna chuckled. "Relax, sister. Nightmare Night is a holiday that's practically made for Discord!" She frowned. "Even though it's my holiday..." She looked at Tibbles, who was snuffling at the crumbs on Discord's plate.

Celestia laughed. "Now, Luna. What have I taught you about sharing?" She finished her bread and tea. "Well, if he does anything...too extreme, we'll find out soon enough. I'm off to bed. Good night, Luna."

"Good night, sister. Come, Tibbles. The night awaits!"

* * * * *

"You want to do what now?"

Fluttershy had just finished brushing her mane before bed when Discord showed up in her cottage, full of excitement.

"You heard me," Discord said. "Nightmare Night is approaching, and I want to open a costume shop here in Ponyville."

"Why a costume shop?" Fluttershy asked, glancing curiously at Discord through the reflection in her mirror.

"Oh, Fluttershy," Discord said with a chuckle, "surely you don't need me to spell it out for you? The concept of Nightmare Night costumes appeals to my chaotic nature. Think about it! Ponies dressing up as anything and everything under the sun!" He snapped his talons; Fluttershy's eyes widened as she rapidly began changing into a series of random and bizarre things: a vampony, a giant bee, Saddle Rager, a Breezie, a butterfly, a crystal pony, and a strange two-legged creature in a green skirt, white shirt, and boots. When she returned to her normal pegasus self, head spinning, she turned and looked at Discord directly. He grinned at her. "You never know what your friends are going to come out of their houses dressed up as! Nightmare Night is a forest of incongruity! A living sea of pony oddities, past and present and real and imagined mingling for the common purpose of fun, frolic, and free candy! Now, I ask you: for a being of chaos such as myself, what could possibly be more fun than that?"

"Well. Umm. Okay. I...guess I can see how Nightmare Night would appeal to you, but...why do you want to open a costume shop again?" Fluttershy toyed with her mane. "I mean, that's really the part I don't understand. Sorry."

"Ah. Well, to put it simply...with my imagination and my powers, I can come up with dozens...no, hundreds of unique, creative, and highly detailed costumes for ponies. Ponies who know what they want to be can find exactly the costume they want! Ponies who don't have a clue can browse my selection until something strikes their fancy! And then, on Nightmare Night, I can enjoy the satisfaction of knowing that I've done my own small part to spread joy and fun and cheer." He paused. "And since I don't actually need money, I suppose the profits can go to...oh, some worthy cause or another."

Fluttershy thought about this for a moment. "Well...I guess it sounds like a good idea. Why don't we visit Twilight Sparkle tomorrow morning? You'll need her permission to open a business in Ponyville, and she'll be able to tell you what's available...um, you know, location-wise."

"Excellent!" Discord said. "Then until tomorrow, my dear."

* * * * *

The following morning, Fluttershy and Discord stood before the throne of Princess Twilight Sparkle. As had become customary for holding court, Twilight wore her crown, gold slippers, and an ornamental peytral with a gem cut in the shape of her cutie mark.

Twilight regarded Discord with a raised eyebrow. "A costume shop?"

"That's right," Discord said.

"You want to open a shop. In Ponyville. A legitimate business."

"Only until Nightmare Night," Discord said. "With all proceeds to go to charity."

"Uh-huh," Twilight said. She looked at Fluttershy. "What's this really about?" she asked.

Discord balked. "You still don't trust me, Your Highness?"

Twilight sighed. "It's not that. It's just that, well...you never do anything straightforward. There's always some hidden purpose."

"What hidden purpose could there possibly be in wanting to open a costume shop for the Nightmare Night season?" Discord asked.

"Umm...I think he just really likes the idea of Nightmare Night costumes," Fluttershy said. "I don't really see anything...strange or dangerous about this. It actually sounds to me like he just wants to be part of something everypony...well, almost everypony...enjoys."

"That's it precisely," Discord said. "I just want to help everypony have the perfect costume so they can have a memorable and exciting Nightmare Night." He gave Twilight a solemn gaze. "You can trust me when I say no harm will come to anypony."

Twilight held his gaze for a long moment. At length, she exhaled slowly. "Spike, will you bring me the property and title map for Ponyville? We need to find Discord a place to set up shop, and we need to find it fast."

Discord beamed. "Thank you, Your Highness."

Twilight held up a gold-slippered hoof. "Screw even one pony over and you will be sorry."

Discord bowed. "I won't disappoint you, Princess Twilight."

Chapter One: Open For Business

Eye-catching orange-and-black flyers had appeared all over Ponyville. Ponies gathered around, scratching their heads and muttering to each other.

Applejack and Rainbow Dash stood facing one of the flyers. "What th' heck?" Rainbow asked, digging in her ear.

Applejack's muzzle crinkled. "Alright, what's that varmint up to this time?"

"Why don't you come by the shop and see?" Discord's oily voice asked from behind her. As Applejack and Rainbow Dash whirled to face him, he stretched up and addressed the entire crowd. "Why don't you ALL come on down? If you're looking for high-quality Nightmare Night costumes at low low prices, I, Discord, have everything you could ask for and more! There are dozens of unique, original, bold, and daring costumes to choose from, so come on by! Discord's Discount Disguises, YOUR number one source for your Nightmare Night needs!" He snapped his talons and disappeared; a series of arrow-shaped orange and black balloons exploded into existence in midair, forming a trail pointing into the fringes of Ponyville.

Applejack and Rainbow Dash exchanged glances and raced off in the direction the balloons were pointing, followed by a sizeable portion of the crowd.

In a less heavily trodden section of Ponyville, they came upon what had, until yesterday, been a vacant field with a few moldy old piles of hay and a sandbox. In its place, there now stood a two-story edifice that looked like a scaled-down version of the ancient castle in the Everfree Forest. Orange and black flags were strung up on ropes all over the front of the building, and a huge sign was mounted over the drawbridge that said "DISCORD'S DISCOUNT DISGUISES". Outside, a huge table was set up, covered with festive holiday-themed cupcakes and attended by Pinkie Pie. Despite it obviously being Pinkie Pie, she was wearing a hooded black cloak and her face was painted white, with black makeup around her eyes and mouth. Nearby, Fluttershy was dressed in a cuddly bunny suit, the ears flopping over into her face and her long mane peeking out of the hoodie.

Fluttershy addressed the crowd, trying and failing to reach pitch-pony levels of volume, so that her spiel came out in a voice that went from just above her normal speaking voice to a soft, embarrassed whisper, and every degree of Fluttersqueak in between.

"Come one, come all...oh, if you'd like to, I mean we're not going to force you...oh, um, sorry, I have a script...ahem...come inside for HARE-raising deals on the most fun and frightening Nightmare Night costumes—oh, the frightening ones sound awfully frightening, please try to buy the fun ones if you wouldn't mind...Discord's Discount Disguises is the HOPPING! place to be if you want to scare up some fun this Nightmare Night..."

"Fluttershy, whut th' hay're you doin'?" Applejack asked, approaching the timid pony.

"Eep! Oh, uh, hi Applejack, Rainbow Dash." She looked around nervously and took a deep breath. "Discord's opened a costume shop for Nightmare Night, and I'm trying to help him get ponies inside."

"You two should go inside, it's lots of fun!" Pinkie said. "And spooOOOOOOky..." She let out an evil laugh that made Fluttershy jump three feet straight up.

Rainbow Dash raised an eyebrow. "And who told Discord he could just open up a shop in the middle of Ponyville?"

"I did," Twilight Sparkle said from above, descending into the crowd. Ponies bowed respectfully to their princess, but she waved them off.

"Twi, are you off your rocker?" Applejack asked.

"Applejack...we need to start trusting Discord. He's changed. Or did you forget what happened with Tirek?"

Applejack frowned. "Well...alright...Ah reckon he came through for us, but...he's still Discord! He just ain't...he just ain't..." She trailed off.

"That's the attitude that needs to stop if Discord's ever going to become completely, one hundred percent reformed," Twilight said. "I'll admit I still have trust issues when it comes to Discord, but I'm trying. And letting him open this shop is a step in the right direction." She smiled. "It's just a costume shop. He found out about Nightmare Night from Luna and Celestia and thought it sounded like fun, so he decided this would be how he'd take part. I've already been inside, and it looks like he's really into the spirit of things!" She gestured with a hoof. "Go on in, see for yourselves!" She raised her voice. "That goes for everypony! This really is a good place to buy a Nightmare Night costume!"

Murmurs rippled through the crowd, and ponies lined up to enter the strange little store. Applejack and Rainbow Dash shared a glance, shrugged, and joined the line.

Once they reached the threshold and saw what lay beyond, their eyes widened. "Whoa," Rainbow Dash breathed.

Dozens of aisles were lined up from front to back, with racks of costumes lining the walls of the store. Signs overhead pointed helpfully to different sections: "Scary Monsters", "Get Your Funny On", "Fictional Characters", "Historical Figures", "Mythology", "For Foals", "Something Sexy", "Beyond Imagination". A set of spiralling stone stairs led up to the second level; a sign next to the stairs said "There's More Stuff Upstairs!" Near the front was a huge cashier's stand. Signs here read "Prices Are Negotiable", "All Proceeds Go To Charity", and "Can't Find What You're Looking For? Ask About Custom Orders!"

Discord appeared behind the cashier's stand. "Come in, ladies, come in! Look around, see what tickles your fancy! I've got everything you need for the most fun and memorable Nightmare Night of your lives."

Rainbow Dash rose into the air, hovering above the heads of the shopping ponies. "Okay...I guess I'm kinda-sorta impressed. Maybe." She flew off toward the Fictional Characters section.

"Hey, wait up!" Applejack cried, weaving through the herd to follow her flying friend.

When she caught up, she found Rainbow staring at a complete set of Power Ponies costumes. Applejack frowned. "Been there, done that," she said. She looked around a bit. "Huh. Con Mane spy kit, now that's interestin'."

"There's a Daring Do costume!" Rainbow said excitedly. After a moment, she added, "Eh...but I guess once you've met the real Daring Do, dressing up like her is kinda..." Something caught the corner of her eye, and she turned...and gasped. "Holy crap!"

"Whut?" Applejack asked.

Rainbow zoomed over to a shiny silver costume that was clearly made for a pegasus. "The Silver Soarer," Rainbow said reverently, running her hooves over the costume. "Oh my gosh...when I was a filly in Cloudsdale, I used to love this comic!" She smiled fondly. "I always begged my dad for it every month, and we read it together. The Silver Soarer was my favorite!" She swept the costume up and flew for the front of the store. "How much?" she cried as she dropped down in front of Discord.

Discord eyed the costume she'd selected. "Ooh, excellent choice," he said. "That one is...fifteen bits."

"Wow, that's all? Seriously?"

"Well, the shop is called Discount Disguises."

"Awesome. I'll—" Rainbow paused, smacking herself with a hoof. "Ah, crap! I don't have any money with me!" She looked down sadly at the costume.

Discord waved a paw. "I'll ring it up for you," he said. "I'll send Fluttershy over to collect later. Or I'll be by myself. Whichever."

"Seriously? Awesome!" Rainbow did a flip in the air.

"Glad to see you so excited, Rainbow Dash," Discord said with a smile. He wrote up a bill of sale, keeping the pink copy for himself, and put the costume in a bag. "There you go, hope you have a happy Nightmare Night!"

Applejack left the Fictional Characters section, wandering into the Monsters section. She chuckled at a wolfpony costume, then recoiled in disgust from a giant spider costume. She rolled her eyes at a vampire bat costume and shuddered at a cragodile costume. She decided to head for the Mythology section, but stopped when she saw a familiar pink bow disappear into the For Foals section. She crept in that direction and heard giggling; the Cutie Mark Crusaders were bouncing around, looking at everything. The costumes in that section were a bizarre mix of everything up to and including the kitchen sink—no, seriously, there was actually a kitchen sink costume. Applejack rolled her eyes and chuckled. "Hey girls," she said.

"Applejack!" Apple Bloom cried. "Check this place out, it's amazing!"

"Are you buying a costume too?" Sweetie Belle asked.

Applejack shrugged. "Ah dunno, maybe. Rainbow Dash already bought one." She looked around. "Well, you girls have fun...Ah'm gonna go, uh...look in that other section." She trotted off, glancing around warily before ducking into the Something Sexy section.

* * * * *

Word spread quickly, and by the end of the first week, nearly every pony, donkey, and cow in Ponyville had visited Discord's shop. Even Zecora had dropped by. Very few shoppers left without buying something.

"I have to admit, I'm impressed," Twilight said to Spike as she read a thick, dusty old book from the old castle. "Discord's making a real effort to fit in and belong. His shop is amazing!"

"Yeah, it's the talk of the town," Spike said. "I found a really spiffy costume!"

"Oh? I didn't see you come in with one."

"I'm keeping it a secret until Nightmare Night," Spike said. "Don't you dare peek."

Twilight giggled. "Alright, Spike." She sighed. "I can't decide on what costume I want. I've been in three times...there's just so many choices, I can't make up my mind!"

"I'm surprised you're not going as Starswirl the Bearded again."

"Even I got sick of that one last year," Twilight said. "I need something new. I just don't know what."

"Well, you've still got time."

* * * * *

Princesses Luna and Celestia dropped by Discord's Discount Disguises one evening. "This is quite an impressive store," Celestia said. "You've truly done well here."

"Thank you, Your Majesty," Discord said, bowing. "My humble shop has been a big hit. I predict Nightmare Night will be unforgettable this year." He looked at the two princesses. "Perhaps I can interest the two of you in costumes?"

Luna frowned. "I traditionally attend Nightmare Night in the guise of my former, corrupted self..."

"Oh, come now, Luna," Discord said. "Change is a good thing! You can always do your little Nightmare Moon act right at the end, but why not try something new? Something different?"

"It could be fun, Luna," Celestia said. "I wouldn't mind having a look around myself. There's bound to be something here I'd like..." She frowned. "The problem is finding anything in my size..."

"Oh, alterations are no problem, I assure you," Discord said with a grin. "Go ahead, look around, take your pick! Anything in the store, on the house."

"Well...alright, why not," Luna said. She gave a girlish giggle. "Come, sister! The revelry of shopping calls to me!"

Chapter Two: Fine Print

The day of Nightmare Night arrived crisp and cold, with a thin blanket of mist clinging to the ground. Soon the sun would set, and the festivities would begin.

Spike flicked the bright red feather tucked in the leopard-print band of the broad white hat he wore. He was dressed in a purple velvet pinstripe suit with a yellow shirt, a sky blue necktie, and black leather shoes with white spats. A long royal purple velvet cape with faux fur trim was draped over his shoulders. He held a jewel-topped cane in one claw. "Lookin' sharp, Spike," he said to his reflection in the mirror.

"Just what ARE you supposed to be, anyway?" Twilight asked from the doorway.

"I have no idea, but I like it," Spike said. He turned to look at Twilight and jumped back in alarm. "What the heck?!"

Twilight was wearing a dark blue two-piece cheerleader outfit, with tall white socks on her back legs, along with red leg warmers and red and white sneakers. Her hair was tied up in twin ponytails. A plush stuffed pony head hung from her belt; it looked a lot like Flash Sentry, face frozen in an expression of terror. A plastic toy chainsaw was strapped to her back.

"Do you like it?" Twilight asked with a giggle. "Pretty weird, huh?"

"I'll say," Spike said. He examined the plush head hanging from her belt and shuddered. "Do I even wanna know?"

"Come on, let's go down to Ponyville," Twilight said. "I can't wait to see what everypony's wearing."

* * * * *

Rainbow Dash swooped low over Ponyville, a shining silver beacon. Her silver costume fit snugly, she'd dyed her mane and tail silver, and Discord had even given her some special silver dust to coat her wings, turning them speckled, glittery silver. Below, she spotted three familiar fillies. She swooped down to greet them. "Heya squirt!" she said as she landed right behind Scootaloo.

Scootaloo whirled around. "Rainbow...Dash?" Her eyes widened. "Wow. You're...shiny."

"Cool costume, Rainbow Dash!" Apple Bloom said. "What are you, the Tin Woodspony?"

Rainbow recoiled. "No way! I'm the Silver Soarer!"

She was met with confused looks.

"The herald of Stellactus?"

More confusion.

"The coolest comic book character of all time?"

"Sorry, never heard of it," Apple Bloom said.

Rainbow slumped.

"Oh wait! The Silver Soarer!" Scootaloo suddenly cried. "I've heard of that!"

Rainbow brightened.

"My dad used to read that! He has lots of old Silver Soarer comics in a box in the attic! Oh wow, they stopped publishing that before I was even born!"

Rainbow's jaw dropped. "They...they don't publish...?" she sagged to the ground. "Man, that blows." She looked at the girls. "So anyway, what are you three going as?"

Apple Bloom grinned. "You'll see. We're on our way to Rarity's place now to get dressed."

"Okay. Well, see you girls later."

* * * * *

Pinkie bounced downstairs. The Cakes were busy setting out spooky decorations. "Are you sure you don't need me tonight?" she asked.

"We'll be fine, Pinkie dear. Go and enjoy Nightmare Night." Mr. Cake smiled. "Our little party is for the boring older ponies who aren't into the games and candy and stuff, and the parents who just need to rest up while the foals run wild."

A ghost in a bedsheet floated across the room.

"Oooh, neat floating ghostie! I don't even see any wires!" Pinkie said.

Mrs. Cake looked up and rolled her eyes. "That's Pound Cake," she said. "Pound Cake, get down from there. Can you even see where you're going in that?"

Pound landed on the counter. "I ghost Mommy!" he cried cheerfully. "Boo!"

"Yes, dear, it's a very nice ghost costume. You look very spooky." She looked around. "Where's Pumpkin?"

An abnormally large pumpkin with a spooky face carved into it waddled into the room on unsteady hooves.

Pinkie stared at this, then giggled. "Pumpkin is...wearing a pumpkin?"

"Pun'kin!" Pumpkin Cake said, laughing as she listed to the left.

"D'aww," Pinkie cooed.

"That's quite an interesting costume you're wearing," Mr. Cake said, looking Pinkie over. Pinkie was wearing a tight-fitting black leather trenchcoat that covered her entire body, save for her hooves, which were shod in matching black leather. A black hat sat atop her head, which was completely covered—mane and all—in a solid white cloth mask that looked like someone had spilled ink all over the front. There were no holes whatsoever in the mask. Mr. Cake tilted his head. "How can you even see out of that?"

"I have no idea," Pinkie said. "It must be because Discord made it. He does things that don't make sense even to me!" She giggled. "Well, I'm off!"

"Have a good time, dear!"

* * * * *

"Ah don't know if'n Ah want you walkin' 'round town in that, AJ."

"Oh come on, Big Mac! It's all in good fun."

"Yeah, but..."

Applejack wore skintight, shiny black leather stockings on all four legs, as well as a glossy black saddle with cream-colored faux fur trim. She wore her mane loose and had dyed it and her tail pale aqua green. A huge pair of fake bat wings hung at her sides, with a smaller pair mounted on a hairband so that they protruded from the sides of her head, just forward of her ears. A black leather choker around her neck, from which a leash trailed, completed the ensemble.

"But what?" she asked.

Big Macintosh looked away. "Ah just...don't want anypony gettin' th' wrong idea."

Applejack snorted. "C'mon now, Big Mac. It's just a silly costume." She blushed. "Ah mean yeah, okay...Ah might get teased a bit for it, but...th' whole point of Nightmare Night costumes is to be somethin' you ain't an' have fun with it." She looked at her brother, raising an eyebrow. "Ah mean, look at you!"

Big Mac wore a filthy-looking burlap suit and massive leaden platform horseshoes. His mane had been dyed black and shaped into a messy, squared cut. The visible parts of his coat had been slathered with thick layers of greyish-green makeup, with thick dark circles under his eyes. Various scars and stitches and staples criss-crossed his makeup, and a big pair of iron bolts were glued to his neck.

Big Mac snorted. "Alright, fine, just...keep yer tail down, okay? Don't want no stallions gettin' th' wrong ideas..."

Applejack rolled her eyes. "Like anypony could even touch me without my say-so..."

* * * * *

"A-are you sure about this costume?" Fluttershy asked, looking at herself in the mirror nervously. "I...I wouldn't want to...to offend or upset Twilight..."

"Why ever would that offend or upset anypony?" Discord asked.

"W-well..." Fluttershy stepped back and studied herself again. A fake unicorn horn, long and tapered, jutted forth from her head, attached with spirit gum. Atop her head sat a glittery silver tiara adorned with pearls and sapphires. She wore a peytral, similar to Princess Celestia's, but in silver, with a pink butterfly-shaped gem in the center. Silver slippers graced her hooves.

"You make a splendid alicorn princess, Fluttershy," Discord said.

Fluttershy looked over at Discord, who was wearing a loud purple jacket over a vest decorated with hearts, clubs, spades, and diamonds, a fancy bow tie, and a top hat made of chocolate. "I just...don't want any of the real princesses to be mad at me..."

Discord waved his lion paw and made a dismissive noise. "P-shaw. It's Nightmare Night! Trust me...they won't mind at all."

"W-well...alright." Fluttershy looked at herself in the mirror again, tilting her head. She smiled. "Being an alicorn...that'd be...kind of nice..."

Out of her line of sight, Discord grinned.

* * * * *

Sweetie Belle gawked at her sister. "Rarity! What happened to your MANE?!"

Rarity turned and regarded her sister through the holes in the grey mask she wore. A black and grey bodysuit covered her entire body, save for her muzzle, ears, and tail. Her long, elegant purple mane was no longer elegant; it had been pulled straight behind her and sprayed into what could only be described as a massive purple porcupine. Her tail had met a similar fate. "I'm simply getting into character, darling," she said. "Spike was kind enough to show me the comic book this character comes from, and this...well...this is what her mane looks like. I know it's ghastly, but really, it's only for one night."

"Are you...are you Badgerella?" Scootaloo asked.

Rarity smiled. "Oh, you recognize it?"

"Hay yeah!" Scootaloo said. "Badgerella and the Z-Mares is one of my favorites!"

"So what about you girls?" Rarity asked. "I haven't even seen Sweetie Belle's costume yet..."

"Actually, I'm gonna need your help with that," Sweetie said. She shuffled her hooves. "I kiiiinda need to dye my mane. And I need to do it super-fast..."

Rarity twitched. "Always waiting until the last second..."

* * * * *

Luna gave Celestia a half-lidded stare. "Sister...you look ridiculous."

Celestia giggled. "Don't I? But that's part of the fun!" She smiled at Luna. "You should know that. After all, you ARE the expert on Nightmare Night." She tilted her head. "Something about your costume is...familiar, somehow."

Luna rubbed a purple-wrapped hoof against her chest. "And well it should, dear sister!" She pulled the tight-fitting, full-face mask that came with the costume over her head, then donned the broad-brimmed purple hat that completed the ensemble. Eyes concealed behind light blue lenses, she stood tall and proud, her cape and collar flapping in the light evening breeze. "Let us away to Ponyville!"

The two costumed alicorns took wing from the spires of their palace, gliding down to the busy little hamlet below.

* * * * *

"Y'all almost done in there?" Apple Bloom called. "We've only got fifteen minutes till sundown!"

"One minute, girls!" Rarity and Sweetie Belle emerged from the depths of the boutique. Sweetie was wearing a form-fitting black jumpsuit with white boots on all four hooves. Her mane and tail were snow white and styled in a manner that more closely resembled Rainbow Dash's mane.

Apple Bloom giggled. "You look perfect, Sweetie Belle!"

Scootaloo laughed. "Yeah, now I'm glad you talked us into letting you be Filly Phantom!"

Rarity studied the other two Crusaders, who were wearing tan jumpsuits, black hip boots, and bulky black harnesses rigged with huge, chunky gizmos covered in tubes, Tesla coils, and coiled wires, as well as dozens of warning stickers. Low-slung, forward-facing holsters held odd-looking contraptions connected to the harnesses by cables, their handles within easy mouth reach. Night vision goggles were perched on the girls' heads. "Dare I ask what the two of you are supposed to be?"

"We're the Spook Spankers!" Apple Bloom declared proudly, gesturing at the patch on the sleeve of her jumpsuit: it depicted a big, nasty-looking ghost with a red X over it.

"I see," Rarity said neutrally. "Well then, let's be off, shall we?"

* * * * *

Dozens of ponies gathered in Ponyville town square, with dozens more scattered around town in various groups. Adult ponies watched over small herds of foals in costume, ponies gathered around game and concession stalls, and a general festive mood filled the air.

In the town square, Twilight Sparkle and Spike stood alongside Mayor Mare, who was dressed as a luchador. Princesses Luna and Celestia arrived to an enthusiastic greeting—and some confusion, given their costumes. Twilight facehoofed.

"Wow, talk about your blasts from the past," Spike said.

Celestia, clad in a purple bodysuit with a gold neckline and tall black stockings with gold trim at the tops and fetlocks, her mane dyed alternating shades of green, raised her head and called out, "Good evening and happy Nightmare Night, my little ponies! And now, with the lowering of the sun and the raising of the moon..."

Luna picked up where Celestia left off. "Let Nightmare Night...BEGIN!"

High above the crowd, Discord sat on a flying bicycle, eating popcorn shrimp from a litterbox.

Celestia's horn glowed, and the sun dipped below the horizon.

Luna's horn glimmered, and the moon rose high into the sky...

"Hey Twi, when did you get a pimp?" Flash Sentry's voice asked from Twilight's flank. "You're not turning tricks are you? What, did you get tired of giving me head?"

Twilight jerked around and stared at the very real, very gory severed head of Flash Sentry hanging from her belt, looking balefully up at her. Her wings rustled. "Eww, don't be a perv! You're totally creeping me out!"

Mayor Mare pointed a trembling hoof at the talking severed head. "¿Por todos los santos, pero qué es eso?"

"GHOST!" two young voices screamed. Sweetie Belle, eyes glowing, rose up above the crowd; the back half of her body had turned to a wispy mist. Below, Apple Bloom and Scootaloo unholstered their confinement wands and fired dazzling, writhing streams of technomagical energy at the half-ghost unicorn.

"HEY! Watch it!" Sweetie Belle cried. "I'm one of the good guys!"

Up on the ceremonial dais, Celestia's mane began to wriggle and writhe, tendrils spreading out all around her. She looked down upon the crowd with crazed eyes. "Well, well, well...I don't know where I am, but I'm happy to be HAIR!" Her prehensile mane stretched out, lashing out at ponies, who began running and screaming. "HAHAHAHAHAHAHA! You're about to have a close SHAVE with doom!"

"Wow, what's HER damage?" Flash's head asked.

"I don't know, but I think she needs a haircut," Twilight said. Her horn glowed, and the sparkly magical chainsaw strapped to her back floated in front of her and roared to life.

"Aw hell no," Spike said. "I ain't hangin' round no crazy bitch with a chainsaw." He tottered off into the increasingly confused, chaotic crowd.

Twilight snorted. "Whatever. Come on, Flash! That reject from a bad dye job has an appointment with her new stylist!"

Meanwhile, on the dais, Luna braced herself, glaring at Celestia. A tendril of hair lashed out, coiling around her leg. Luna lowered her horn and fired a sparkling magical beam which failed to sever the hair, but did make it go limp enough for her to extricate herself. She cantered back three steps, took wing, and plowed into Celestia, knocking her into the crowd below.

As Sweetie Belle dodged and weaved and the other two Crusaders' shots set various Nightmare Night decorations on fire, Big Macintosh lurched erratically through the crowd, grunting and groaning.

The Mayor sank to her knees, threw her head back, and screamed to the sky: "¡Qué locura!"

Fluttershy flew up to where Discord was watching the chaos below, placing her hooves on her hips and glaring at him sternly. "Discord! What. Did. You. DO?!"

Discord chuckled. "Oh, dear Fluttershy...it's merely a harmless Nightmare Night prank!"

Fluttershy gestured down at the bedlam Ponyville had descended into. "This isn't harmless! This is the exact opposite of harmless!"

"Relax," Discord said with a grin. "Absolutely nopony will come to any harm from this. I personally guarantee it!"

"Discooooord..." Fluttershy growled. Her horn began to glow brightly. She fired a beam of magic at Discord which spilled his popcorn shrimp all over Ponyville.

She stopped, blinked, and peered up at her horn with crossed eyes. "H-how did...wh-what was th-that...?"

Discord smiled slowly. "My Nightmare Night costumes are...special. As soon as the moon rose, all the ponies wearing them stopped merely pretending to be what they're dressed up as."

Fluttershy gasped. "We actually...turned into what we're dressed up as?!"

"Precisely!" Discord grinned. "At midnight, the spell will end, and everypony will turn back to normal. They'll remember everything that happens tonight, and they'll understand that it was all meant in good fun."

Fluttershy looked down at the screaming, confused mass below. "I don't think they'll agree with your definition of 'fun'."

"Pshaw!" Discord scoffed, snapping his talons and summoning another order of popcorn shrimp. "If you're so worried about it all, go down there and keep order. I daresay you'll have the assistance of several bonafide superheroes. And, well...there's the little matter of..." He leaned close and whispered into her ear, "For the next five hours, you are an alicorn princess."

Fluttershy's eyes widened. "M-me?! I'm...really an alicorn princess? Oh my goodness..."

"And since your costume is simply what you'd look like as an actual alicorn, well...you're still essentially the same adorable, lovable Fluttershy. Just...with alicorn magic." Discord shrugged. "Now, those ponies down there...depending on the costume, some of them more or less remember who they are. They just...remember who they are a little bit differently. Like your good friend Princess Twilight. Others, well..." He pointed at Celestia the Mane-iac, who was laughing maniacally as she fought off the Mysterious Mare-Do-Well, the Silver Soarer, and Badgerella. "...not so much."

"How...how could you do something like this?" Fluttershy whispered.

"Why, I'm simply getting into the spirit of Nightmare Night!" Discord said. "I got dressed up." He indicated his outlandish "costume". "I ate some candy." He popped several pieces of candy corn into his mouth. "I played a prank." He gestured down at the insanity below. "The only thing left is to bob for apples!" A huge washtub full of water appeared in front of him, and he ducked his head in. He came up a moment later with Applejack in his mouth. She batted her eyes seductively at him, the bat wings on her head fluttering.

"Well hello there," Applejack purred. Her fangs glinted in the moonlight. "This could be the luckiest night of your life..."

Discord spat her out. "Sorry, I know better than to dally with a succubus."

Applejack made a noise between a snort and a hiss. "Your loss, big boy." With a powerful flap of her massive bat wings, she glided into the town below.

Fluttershy watched her, eyes wide and cheeks burning. "Oh my..."

"In the end, is that not what Nightmare Night is all about?" Discord asked. "Well, I'm off to enjoy the chaos. Have fun, Princess Fluttershy!" With a final wave, he vanished.

Fluttershy let out a tiny scream of frustration, then descended into Ponyville proper.

Author's Note

A LOT of you saw this coming. And really, it was kind of obvious. :trollestia:

Chapter Three: Ghost of the Town

"Ink Blot's journal. Date unknown. Place unknown. Have left Manehattan. Don't know how. Maybe captured. But wasn't tied up. Hrm. Woke up in middle of crowd. Weird crowd. Town is crazy.

"There's a supervillain. Some heroes fighting her. Not getting involved. Need info."

The ink stains on Pinkie's mask shifted around as she put a battered old journal back in her coat pocket. She pulled a grappling hook out of another pocket, using it to climb to the roof of a nearby house.

Almost as soon as her hooves touched down, the roof was set ablaze by wide misses from two foals in jumpsuits running around with incredibly dangerous weapons. Pinkie jumped clear of the burning roof.

"HEY! You gotta watch where you aim those things!" a flying filly squeaked. Her horn glowed and a thick sheet of ice formed on the burning roof, quelling the flames.

"Hrm. Screw this," Pinkie muttered, darting into an alleyway. "Need beans."

* * * * *

Sweetie Belle was not having the best night.

It was never a good night when some crazed ghost hunters started shooting at her without bothering to ask questions.

It'd been like this ever since that tragic accident that made her half-ghost, of course. As soon as she developed her ghost powers and started using them to fight other, nasty ghosts, she'd been sacked with a bad reputation and had every would-be ghost hunter in Equestria trying to take an ectoplasmic chunk out of her.

The two hunters chasing her at the moment were especially troublesome, because the weapons they carried were doing a lot of collateral damage. It was all she could do to try to lead them out of the crowds.

And speaking of the crowds...she had a feeling she'd somehow wandered into a comic convention gone horribly wrong. There didn't seem to be a single normal pony anywhere in sight.

A mummy stumbled out of a doorway below, moaning and waving its bandaged hooves around. The two ghost hunters chasing her collided with the mummy and tripped, rolling head-over-hoof across the ground.

With a relieved sigh, she ducked around a corner. "Whew," she said, wiping her brow with a hoof. "Maybe now I can figure out where I am..."

She turned and came face-to-face with a lemon yellow mule. The mule grinned at her and opened his mouth wide...

*CHOMP*

Everything went black. Then, she heard an obnoxiously loud belch, and suddenly she was floating around in town again.

Well, her eyeballs were anyway.

"Okay what just happened."

Her voice was strange, disembodied. She was pretty sure she was still...well, "alive"...but she couldn't feel her body, and she was pretty sure if she tried to revert to normal, it would not end well for her.

With a sigh, her eyeballs floated away, looking for a place to hopefully stop being just a pair of floating eyeballs.

* * * * *

"Umm...excuse me...Princess Celestia? Oh, um, I mean...Mane-iac? Would you mind...oh. Oh, you're busy...umm...being evil...sorry..."

Fluttershy barely avoided a tendril of Celestia's out-of-control mane. Luna, dressed as Mare-Do-Well, charged past her, horn glowing as she took a shot at the villainess.

"Oh! Excuse me...Mare-Do-Well? That's...your sister you're shooting at...so if you would please, just maybe...not shoot at her..."

She jumped in fright as she heard the roar of a chainsaw off to her left. She turned to see Twilight leaping onto the stage, a severed pony head swinging from the belt of her skirt. "Oh. Um. Twilight? A moment of your time, please?"

"Holy shit, is that an alicorn?" the head hanging from Twilight's belt asked.

Twilight did a double-take, then landed on her hooves, powering down her chainsaw. "I've never seen an alicorn up close and personal before," she said, bowing. "What can I do for you, Your Majesty?"

Fluttershy blinked. "Oh. Um. Right. Well..." She gave the severed head a confused, frightened look. "Is...is that poor pony's head...alive?"

"Yeah, more or less," the head said. "Flash Sentry, Your Highness. Or what's left of me, anyway."

"Oh my..." Fluttershy shook herself. "Nevermind. Look..." She stared Twilight in the eyes. "Do...do you know who you are?"

"Of course I do!" Twilight said brightly.

"Oh, thank goodness..."

"I'm Twilight Starling! I'm a cheerleader at San Palomino High. Or I was until the zombies came. Now I'm pretty much a full-time zombie hunter. Oh, and I had to cut off my boyfriend's head and use dark magic to keep him alive, so there's that."

"Oh. I...see."

"Excuse me, Your Highness?" Flash asked. "Shouldn't you be doing something about that...weird creepy mare with the really bad hair day?"

Fluttershy fluffed her wings. "Oh. Well. I'm trying to. But, the thing is...I might need a little help. That's why...Twilight, I need you to help me...deal with all this...preferably without hurting anypony."

Twilight frowned. "Uhh...I don't know how to break it to you? But...hurting stuff is pretty much all I'm good for." She hefted her chainsaw for emphasis.

"W-well...I was just hoping maybe...you have alicorn magic, I have...I guess alicorn magic..."

"Wait wait. What? Alicorn magic? Me?" Twilight laughed. "I'm just an ordinary unicorn."

"Umm. No. You're not, actually." Fluttershy pointed with a hoof at Twilight's folded wings.

Twilight looked back at her sides and let out a squeak. "What the hay?"

Flash looked up. "Oh. Hey. You've got wings. That's new."

"How could you not have noticed I have wings, you dipstick?" Twilight demanded. "I mean you're hanging right under them!"

"Hey, can I help it if I'm more interested in your thighs than your wings?"

"UGH! You are such a CREEP!" Twilight let out a frustrated growl. "Anyway...look...Your Highness...I'd love to help you out, really I would, but..." Twilight looked around. "I mean...I'm just a zombie hunter. I don't have a clue what the heck's going on here."

"Oh. Well. Okay. Sorry to bother you. Umm...if you would please, just...don't kill anypony, okay?"

"I'll try!"

"Thank you. Oh, and, um...I know that crazy psychotic pony with the hair that's trying to strangle everypony looks evil and nasty and all, but...she's actually somepony very important who isn't in her right mind, so...could you maybe...not attack her with your chainsaw?"

Twilight sighed. "Fine," she said. "Come on, Flash. I think I saw some candy apples over there..."

* * * * *

For reasons she couldn't explain, Sweetie Belle was instinctively drawn to a round, gaudy building. As she phased through the outside wall, she found herself in a dress shop full of only the most over-the-top, bizarre, and frilly nonsense any equine had ever set hoof and needle to.

Slowly, ever so slowly, her ecto-body began to regenerate.

"Okay so...I'm in a weird place, it looks like a funny farm exploded, there's ghost hunters after me, and for some reason there's a mule out there who was able to eat me and spit out my eyeballs. Noooo problem. Get it together, Filly. You've dealt with worse."

Once her regeneration completed, she passed through the door and out into the street. She dropped to the ground, solidified...and smacked right into a red-maned brown colt who wore some sort of studded leather armor. "Whoops, sorry."

The colt staggered, rubbing his head. He looked up at her. She studied him. There was a chain whip hanging at his side, and she could just see an assortment of other weapons in his saddlebag. She sighed. "Don't tell me you're a ghost hunter too," she groaned.

"Huh? No, I'm not hunting ghosts. I'm hunting the Pony of Shadows." The colt turned to look in the direction of a creepy forest on the outskirts of town. "There's an old castle out there that's home to an unholy demon of legend, and it's my curse to find and destroy that demon."

"Really?"

"Yep." The colt ran a hoof through his mane. "I'm Button Belmash, and it's the curse of the Belmash family to clash again and again with the Pony of Shadows."

"So...you don't hunt ghosts."

"Not unless the Pony of Shadows sends them after me."

"Oh. Well...I've never heard of this Pony of Shadows, but there's a lot of ghost hunters in town who are kind of after me..."

"Why would ghost hunters be after you?" Button asked, confused.

Sweetie floated into the air and became partially intangible.

"Oh." Button stared blankly. "I...have no response to that."

A ninja and a pirate ran past, locked in a deadly battle to the death.

"This place is too weird," Sweetie said.

"I agree," Button said. "Well...I cannot delay longer in my quest. Perhaps we shall meet again, ghostly maiden." With that, he trotted off in the direction of the dark, spooky forest.

Sweetie sighed. "That guy was kind of cool..."

*CHOMP*

Once more, Sweetie found herself reduced to a pair of eyeballs. As she was belched out, she glared at the yellow mule who had just eaten her. "Really?"

The mule trotted off into town. For some reason, he was saying "waka-waka-waka" over and over again.

Sweetie sighed, floated back into the round building, and waited for her body to regenerate...again.

As she entered the gaudy showroom, she heard clattering from deep inside. She floated in the direction of the sound to investigate.

She found a trenchcoat-clad, masked pony hunched down in the kitchen, eating beans straight out of a can.

The pony paused, looking up, a spoon halfway to her mouth. The ink splotches on her mask shifted around. "Hrm. Eyeballs. Beans must be bad."

Chapter Four: Succulent Succubus

All eyes were on Applejack as she sauntered through the town, swaying her flanks and moving with slinky, catlike grace.

She espied a dark pegasus stallion wearing a bomber jacket and shades. His pale mane rippled in the light breeze. Licking her lips, she sauntered over to him. "Hello there," she purred.

He reared back slightly, wings flaring out as he took stock of her. "Uhh...evening, ma'am..."

She walked a slow circle around him, examining him from every angle. "What's your name, dark and sexy?"

"Uhh...Easy Glider," the pegasus said.

"Mmm...I like that name...I'm a pretty easy glider myself..." She came to a stop in front of him, flicking the tip of her tail across his muzzle. "You and I...we could make it...rain," she purred.

"Uhh...I'm not part of the weather patrol, ma'am," he said.

Applejack tackled him to the ground, pressing her muzzle against his. "That's not the kind of rain I meant," she said. "Maybe I should spell it out for you." She leaned down and spelled out a word in his ear.

The pegasus' eyes widened.

Applejack hopped off and offered him her leash. He stood up, dusted himself off, took the leash in his mouth, and flew off into the woods with her.

* * * * *

"Ink Blot's journal. Same time, same place as last entry. Still don't know what's going on. Doesn't seem to be a normal pony in this town. Hrm. Whole town of superheroes, supervillains, and assorted crazies...haven't seen anything like this since Hung Dong. Almost starting to question my own sanity. Almost. Know it's not me that's crazy, it's this place. Hrm...

"About to interrogate somepony. Scum better talk."

Pinkie darted out of the shadows and seized a grey mare whose black mane was tied in two long ponytails, topped with tightly-wound round hair buns secured with big round pink ornaments. She wore a white bodysuit with a flaring blue skirt and collar flap, with a big pink bow on her chest and another one at the base of her tail. The bow on her chest had a golden brooch with four small round gems, each a different color, at the compass points. The mare wore white boots on her forelegs and red boots on her hindlegs; the front boots had ribbed red cuffs at the top, while the back pair were topped with white trim and tiny pink treble clefs. A gold tiara with a pink gem in the middle sat upon her brow, and tiny white feathers were interspersed in her bangs.

"Start talkin'," Pinkie growled.

"KYAAAA!" the mare screamed. "Ha-hanase!! Korosenai de! KOROSENAI DE!"

Pinkie punched her in the face. "Talk like a normal pony!"

"WAAAAAA! TASUKETEEEEEE!"

"Hrm. Gonna have to do this the hard way." Pinkie drew back a hoof to administer a severe beating...

A rose struck her hoof, leaving a deep cut just above her fetlock. Pinkie stared as the rose embedded itself in the ground, stem-first. She tracked the direction from which it had come and saw an off-white unicorn, clad in a black tuxedo and top hat, standing atop a nearby roof, her opera cape flapping in the breeze. Her electric blue mane peeked out from beneath the brim of a tall top hat, and her eyes were hidden by purple glasses.

"TAKISHIDO MEGANE-SAMA!" the mare Pinkie was holding screamed. The sheer pitch and volume of her shriek made Pinkie wince, forcing her to let go.

"Ima da, Seiraa Merodi!" the tuxedo-clad unicorn shouted.

"Hai!" The grey mare removed her tiara, which began to glow and sparkle. And spin. And started to actually look pretty dangerous.

"MERODI TIARA...BUUMERAN!"

She threw her tiara at Pinkie, who was forced to scramble out of the way. She watched, wide-eyed, as it tore through a rainbarrel as if it wasn't there.

"Hrm. Screw this." Pinkie fled into the night, the ink blots on her mask shifting wildly. "Couldn't understand crazy mare anyway."

* * * * *

"That...was...incredible..." Thunderlane panted. Of course, as the commander of the Wonderbolts, he was used to having mares fall all over him, and he'd gotten more than his share of sweet tail, but this...this was the most incredible mare he'd ever been with.

She was also the first batpony he'd ever done it with.

Funny...she had wings on her head, too. Was that normal for batponies?

The batpony mare smiled down at him, licking her lips. "Oh, yes," she said. "Absolutely delicious..." She rose to her hooves and sauntered away, her leash trailing around her hooves. She paused, looked back at him over one shoulder, and purred, "Thanks for the meal..."

Thunderlane pushed himself to his hooves. Standing was more of an effort than usual. Had that incredibly sexy batpony mare really worn him out that badly?

He adjusted his glasses, straightened the Wonderbolts pin on his bomber jacket, and took off into the sky.

Or tried to.

Nothing happened.

"What the...?"

He tried to flap his wings, but they hung limp and useless at his sides. The muscles refused to budge.

"I...I can't fly...?"

* * * * *

That 'Easy Glider' simpleton had been...adequate as a lover. He seemed to be the type who cared more for his own pleasure than that of his partner.

But that was fine with Applejack. After all, she'd gotten what she wanted from him.

She'd gotten his magic.

With a lazy smile, she took wing, soaring over the crowds, using her keen night vision to search for her next meal...

* * * * *

Fluttershy glided low over the crowds, eyes full of worry and distress. "Oh, this is hopeless," she said quietly to herself. "Everypony's completely under Discord's spell..." She glanced up at the sky, where she could just barely see the mischevious draconequus silhouetted against the moon. "Oh, when this is over, I'm going to have very stern words with him...!"

She heard screams and a loud crashing noise, and sped off to investigate. The screams were coming from Sugar Cube Corner; there was a gaping hole in the front of the building. "Oh...oh dear..."

She flew in and found a dozen ponies crowded against the walls as Big Macintosh, dressed as Flankenstein's Monster, rampaged through the store. Swallowing nervously, she summoned her newfound alicorn magic, enveloping Big Macintosh in a soft blue-green aura. Grimacing from the strain, she slowly pulled the enraged, thrashing stallion out of the store. She flew down and landed in front of him.

"Now, Big Macintosh," she said patiently, "I know you're not yourself right now, but you really shouldn't go around scaring everypony. You're bigger than they are, and you could really hurt somepony if you're not careful. Do you understand me?"

"Rrrgh?"

"I said, do you understand me?!" Fluttershy repeated, giving Big Macintosh the Stare.

Big Macintosh whimpered and lumbered off into the night, groaning.

Letting out a deep sigh, Fluttershy turned and walked into the partially wrecked store. "Um...is...is everypony okay?"

"Oh, Fluttershy dear! Thank you so much. Big Macintosh just...just tore in here and went berserk! It was so horrible..." Mrs. Cake stood up from where she had been shielding the twins. She looked around at the store and frowned. "Goodness, what a mess...and Big Mac is usually such a nice pony..."

"You'll have to forgive him," Fluttershy said. "He isn't himself at the moment. Nopony is." She looked around. "Oh, except...except you all, apparently. None of you are wearing costumes...that's a relief." She moved over to an empty table. "Do...do you mind if I sit and rest for just a moment? I'm a bit tired."

"Of course, dear," Mrs. Cake said. Behind her, Pound Cake flew up and batted at a hanging streamer, while Pumpkin Cake tottered around on the counter, slobbering all over an inflated balloon. Mrs. Cake brought Fluttershy a glass of punch, which Fluttershy gratefully seized in her magic and sipped.

Mrs. Cake stared at Fluttershy. "Oh my...umm...when did you...become a..."

Mr. Cake walked in from the back. "What's been going on out here?" he asked. He saw Fluttershy and gasped. "Again? Seriously?"

"Fluttershy...I mean...Your Highness?" Mrs. Cake asked uncertainly. "What's...what's going on?"

"Discord," Fluttershy muttered. "His costume shop turned out to be the setup for a big prank on the entire town. Everypony's turned into whatever they dressed up as for Nightmare Night."

"Oh my," Mr. Cake said. "That's...that's..."

"A disaster," Fluttershy said. "It'll wear off at midnight, and Discord promised nopony will be permanently harmed by his prank, but...oh...I'm just so mad at him I could scream!" She took a deep breath and let out a muted squeak.

After an awkward pause, Mrs. Cake asked, "Feel better, dearie?"

"Not really," Fluttershy said.

Mr. Cake stepped closer, examining Fluttershy. "So...uh...just as a guess...you dressed up as an alicorn princess?"

Fluttershy nodded. "It was Discord's idea." Her eyes widened in realization. "It was Discord's idea...!" Her cheeks turned faintly pink. "He...he wanted me to be a princess tonight!" She stared down at her silver-shod hooves. "No...it's not enough that I'm a princess. He wanted me to be a princess, but...but still be me." She frowned. "But...but why?"

Mrs. Cake tilted her head. "So...you have it all...alicorn magic and everything?"

"I seem to," Fluttershy said. "I...don't really know how to use it very well, though." She looked around the room at the ponies who were gawking at her, grumbling about yet another crazy thing happening in Ponyville, or...calmly having snacks. "Umm...you should all just...just stay put here until midnight. And...don't worry about the damage to the shop. I'll make sure Discord fixes it."

"What about you, Fluttershy?" Mr. Cake asked.

Fluttershy stood and stretched her wings. "I...guess...for the time being, I'm the only princess in Equestria who can deal with this. Twilight's not in her right mind, Princess Luna's become Mare-Do-Well, and Princess Celestia is a supervillain."

There were a LOT of gasps at that one. Mrs. Cake paled. "That's...that's bad."

"Oh, don't worry. She's forgotten she has magic," Fluttershy said. "Twilight forgot she was an alicorn until I pointed it out to her. Right now, Princess Celestia thinks she's the Mane-iac." She shuddered. "Which still makes her dangerous, but...but not as dangerous as the Mane-iac with alicorn magic." She trotted for the open front of the store. "If I find anypony else who isn't caught up in this, I'll send them here for safety, okay?"

Mr. Cake nodded. "Sounds good. Good luck out there."

"Thanks," Fluttershy said nervously. "I'll need it."

* * * * *

Rarity glared at the mare with the crazy mane. She levitated a cigar out of her utility bag, lighting it with her magic, and chomped down on it. Out of the corner of her mouth, she said to the costumed mare beside her, "She don't look like much, but she's scrappy. Got a plan?"

The masked mare shook her head silently.

"Don't talk much, do ya bub?"

The masked mare shook her head again.

"Great." Rarity watched as the Silver Soarer was seized by the Mane-iac and thrown against the front of a building. "Funny, I don't remember Silver Soarer bein' that much of a wimp." She sighed. "Well...enough jawin'. Time to get back to work." She leapt toward the Mane-iac; thick, powerful claws extended from her hooves. "You need a haircut, lady!" she yelled as she descended into madness...

Chapter Five: Pimpin' Ain't Easy

Spike ambled down a broad street, a bottle of apple brandy in one claw, his jeweled cane in the other. Twin mares in slinky dresses and high heels trailed behind him, swaying their flanks seductively.

A wolfpony exploded out of a house, snatching him up in its jaws and running off. The mares screamed and ran as fast as their heels and dainty gaits let them.

"Wait!" Spike yelled. "Come back, bitches! I know you ain't gon' run off an'...you betta run! So help me, Imma slap me a couple hoes!"

The wolfpony suddenly stumbled to a halt and skidded to the dirt, dropping Spike with a yelp.

An alicorn descended in front of him, concern in her blue-green eyes. "Spike! Are you alright?"

Spike picked himself up and dusted himself off. "Damn, my suit's all messed up." He looked up as he adjusted the lapels of his suit and swept his cape with a flourish. "Yeah, I'm alright. I don't know no Spike though. My name's A Pimp Named Scaleback."

"Oh. Um. Sorry...Scaleback."

Spike slapped her across the muzzle with his cane. "NO! It's A Pimp Named Scaleback. You say the whole thing."

"Oh. Well. Alright. If...that's what you want...Mr. A Pimp Named Scaleback."

"No need for the Mr."

"It isn't safe to be out on the streets," Fluttershy said. "I should probably take you back to the palace."

Spike raised an eyebrow. "Well well! That's what I'm talkin' about! A Pimp Named Scaleback is all yours, bay-bay!"

Fluttershy's muzzle crinkled at Spike's odd behavior, but she shook her head and lifted him onto her back, flying off toward Twilight's palace.

* * * * *

"Ink Blot's journal. Still no closer to understanding crazy mess around me. Ponies are crazy. Too much weird stuff going on. Need to bail. But where? How? Hrm."

"There is no way out," a voice said from behind Pinkie. She spun around, pawing the ground, the ink splotches on her mask writhing. She charged.

The figure behind her sidestepped, then lashed out with a single hoof, knocking her to the ground. "Calm down. I am not your enemy."

"Hrm. Not friend either." Pinkie straightened up, settling into a wary stance. In the dim moonlight, she could just make out a zebra with no mane in a leather coat, wearing small, round shades. The zebra regarded Pinkie stoically.

"Right now, I'm the only friend you have," the zebra said. "The Moontrix has you."

"Moontrix?"

"Come with me..."

"Hrm."

Pinkie followed the strange zebra down an alley, away from the bedlam.

* * * * *

Cloudsdale's annual Nightmare Night celebration was always a little boring for Soarin. Mostly because the Wonderbolts were expected to stand around being famous and didn't really get to have any fun. In a lot of ways, it was like the Grand Galloping Gala.

Thinking about the Gala always made him think about pie. The delicious apple pie he'd gotten from that one friend of Rainbow Dash at that one Gala, the only one that had ever been...well...memorable.

Thinking about pie made Soarin think about Ponyville. He wondered how much fun the little village at the foot of the Canterhorn was having right now. Probably a lot. After all, Rainbow Dash lived there, and she was fun.

At the first opportunity, Soarin slipped away, diving off the edge of Cloudsdale and gliding down to the ground, seeking out Ponyville. As he drew near the humble little town, he couldn't help but get the feeling that something was...off.

"Well hello there," a voice purred from behind him. He turned to see what looked like Applejack, the farmer and baker, gliding alongside him. Except...she was an earth pony, wasn't she?

...so why did she have batpony wings?

Applejack(?) drew up to his level. "Mmm...you're looking good enough to eat," she said, honey and spice dripping from her voice.

"Uhh...thank you?" Soarin said. "You're...you're not the same mare that sold me that delicious apple pie that one time, are you?"

"Apple pie? Hmm..." Applejack(?!) licked her lips sensually. "Oh, I've got an apple pie for you, big boy. Why don't you...come on down and have a taste..."

* * * * *

"Dayum, this is some fine-ass place you got here!"

"Oh. Well. Actually, it's...nevermind. You stay here, alright? I need to...I need to find somepony who can help me..."

"Hey heeeey, where you goin' so fast, sweet thang? I know you ain't just gon' run off an' not have a sippa dis here." Spike sloshed his brandy around.

"Where did you get that? You shouldn't be drinking that!" Fluttershy moved to take the brandy away from Spike.

Spike belched out a cloud of green flame which made her flinch. "I know you didn't just try to take A Pimp Named Scaleback's sip," he said.

"...you know...that...probably isn't as bad for you as it is for ponies anyway. I'll just...I'll just be going now..."

As Fluttershy flew away, Spike took a swig of brandy. "Damn. I lose more good bitches that way."

* * * * *

"Alright, talk."

The zebra paced in front of Pinkie for a moment before coming to a halt and gazing straight at her. "My name is Zecorpheus. I'm wide awake...and I think you are too. Or you're waking up. Either way...you've seen it too. You've seen how nothing is normal, how everything is...wrong."

"Hrm."

"What if I told you that this world and everything in it is an illusion? That all of us—you, me, those ponies out there—have spent our entire lives trapped inside a dream?"

"I'd say you smoked some bad hendrix."

"History says that Princess Celestia defeated Nightmare Moon," Zecorpheus said. "That history is a lie. Nightmare Moon controls the world. We live our entire lives in an endless dream, created by Nightmare Moon. Her legions of demon batponies feed on us while we sleep, keeping us docile. That has been the truth of Equestria for a thousand years."

"If we're all asleep, how do we make foals?" Pinkie challenged. "Story doesn't make sense."

"Stick with me, my friend, and we'll find those answers together..."

* * * * *

Soarin lay in the grass, panting and sweating, as Applejack flew off into the night.

"Best...apple pie...ever..."

* * * * *

"Aren't you gonna...you know...do anything?" Flash asked.

"I am doing something," Twilight replied as she unwrapped a lollipop and started sucking on it. "I'm eating candy and watching these ponies go nuts."

"But...I mean...shouldn't you be...you know...getting involved?"

"Why bother? There's enough ponies tangled up in this mess, and that princess told me not to hurt anypony. It's not like I can get involved without hurting anypony, and I don't wanna piss off a princess."

"Then maybe you could, I dunno, try to figure out why you have wings?"

Twilight looked back at her wings, spreading them experimentally. "Eh. Don't really care. I mean, they make me prettier...don't you think?"

"Well...yeah..."

"Anyway, look around! Obviously it's Nightmare Night. With all these ponies acting all crazy and all, this is either a big crazy party, or some kind of curse went off here. Either way, there's tons of unguarded candy, all for me!" Twilight giggled.

Flash rolled his eyes.

* * * * *

Fluttershy saw Thunderlane lurching sluggishly through the streets, his wings hanging limp at his sides. He was dressed as Commander Easy Glider. Having learned from her last few encounters, she landed lightly in front of him and assumed as regal a posture as she could manage. "Commander Easy Glider, are you well?"

Thunderlane looked up; his face was slack and drawn. "Are...are you a princess?"

"Yes. I'm...new. I'm Princess Fluttershy."

Thunderlane bowed; his knees wobbled. "Your Highness...I think...my magic's been stolen..."

"Stolen?!" Fluttershy's eyes widened. "Oh my goodness..." She lit up her horn, casting brilliant light over Thunderlane. A quick glance confirmed it: his cutie mark was gone. Her hooves flew to her mouth. "Tell me who attacked you!" she said. "Was it...was it a centaur?"

"Centaur? No..." Thunderlane said. "It was...batpony mare. She...she..." He blushed through his coat. "Nevermind."

"A batpony mare?" Fluttershy asked. "What was her name?"

"Never got her name. Her coat was...orange. She...so sexy..." Thunderlane dropped to the ground and began snoring gently.

"Batpony...orange coat?" Fluttershy thought for a minute. Her eyes widened. "Oh no...! Don't tell me...Applejack?!"

She conjured a blanket, which she spread over Thunderlane, then took off into the sky, leaving a pink contrail of butterflies in her wake.

* * * * *

Discord chuckled as he chugged a cola. "Oh, this is hilarious!" He looked down at Twilight, who was just sort of wandering around eating candy and watching various ponies chase each other around or do strange things. "Hmm...but it's missing something. Twilight Sparkle looks absolutely bored." He tapped a talon against his chin. "Hmm...what to do, what to do...aha!" He snapped his talons and grinned. "Let's make this party a little more interesting..." He put on a pair of 3-D glasses and dropped lower, tossing a pawful of popcorn in his mouth.

Down below, the ground began to shake...

* * * * *

The earth at Twilight's hooves split open, and a filthy, rotted hoof poked up out of the ground. This was followed by more of a moldy, rotten corpse, strips of ragged flesh hanging from it to reveal bones and tendons.

"Now are you gonna do something other than stuff your face?" Flash asked.

Twilight grinned, unlimbering her chainsaw, which roared to life. "Yeah yeah, let's do this thing..."

Chapter Six: Alright, Who Ordered Zombies?

"What the hay?!"

Zecorpheus cantered away from the grasping hooves of a zombie bursting out of the ground. "Nightmare Moon's Agents are after us!" she declared. She pulled a pair of automatic pistols out of thin air and opened fire; the zombie's skull burst like a ripe melon.

"Agents? These are zombies," the masked mare, Ink Blot, said gruffly. A zombie pony lunged for her; she spun around and bucked its head off. "Hrm. Never fought zombies before. Weird."

"Trust me...they may appear to be zombies, but zombies don't exist! These are Agents! Stay on your guard!"

Four more zombies advanced, moaning raggedly. Grimly, the two mares readied themselves for battle.

* * * * *

Spike finished off his apple brandy and went in search of another bottle. "Dey gotta be summa drink up in here," he muttered.

He found himself in a library. There was a large, glowing mirror set up in the middle of the floor. He took a moment to study himself, adjusting his hat. "Sheeit, got my suit all dirty..."

The mirror rippled, and an amber-coated mare with a poufy red-and-gold mane tumbled out, slamming into him. "Gah! Da fu—"

"Sorry!" the mare said, picking herself up and dusting herself off. Her horn glowed and she set Spike onto his feet. "Spike, is that you? ...what are you wearing? You look like a pimp..."

"Why crazy bitches keep callin' me Spike? I am A PIMP NAMED SCALEBACK! Say it wiff me now!"

"Uhh...okay..." The mare frowned. "So, uhh...is Princess Twilight around? I wanted to give her back these books I borrowed..."

"I ain't seen nobody up in here since I got here," Spike said.

"Well...alright...I guess I'll just...leave these here, and..."

"Hey now, don't rush off!" Spike looked her up and down. "How'd you like to go to work for A Pimp Named Scaleback, sweet thang?"

The mare shuddered. "Yeah. No. Not happening." She frowned. "You're acting...strange."

Spike waved his cane at her. "Don't make me slap you," he said. "Make yourself useful, get me some mo' sip."

The mare groaned in irritation. Her horn glowed, and Spike found himself standing on his head. "Twilight needs to put you in time-out," she said. With a sigh, she added, "Well...as long as I'm in Equestria, I might as well have a look around Ponyville...even if it is night..."

* * * * *

Fluttershy recoiled in terror as six zombies burst out of the ground below her. "This is not okay. This is not okay."

A massive gust of wind swept through the street, sending the zombies flying.

Fluttershy whirled around to see Derpy flying beside her. Only, she looked...strange. For one thing, her eyes were straight. For another, her mane was gone. She was wearing a set of orange robes, and blue arrows had been tattooed from her scalp to the base of her tail (which had been dyed the same shade of blue and pulled straight), and down each leg all the way to her hooves.

"Do you need a hoof here?" Derpy asked. "I mean...I know you've probably got things under control, being a princess and all, but...I'd be happy to help out." She frowned at the crowd of shambling horrors below. "Are those...are those real zombies?"

"I...I think they are, yes. I mean, they came out of the ground, and...I don't think anypony was dressed as a zombie..."

Derpy nodded. "So it's okay if I use firebending on them, right?"

"I'm sorry, what?"

Derpy smiled easily. "Just leave it to me, Your Highness!" She spread her wings and glided down over the crowd. She took a deep breath; flames shot out of her hooves, searing the walking corpses in the streets below.

Fluttershy stared. "Oh...kay then...I'll just...let you handle that."

* * * * *

Bits of zombie flew left and right as Twilight's chainsaw sang. She laughed as she danced through the rain of undead flesh. "Woohoo! Now this is how Nightmare Night is supposed to be!"

Three zombies burst out of a house. She tore into them, reducing them to miscellaneous zombie parts.

Something huge, green, and moaning shambled out of an alley. She readied her chainsaw to attack it...

"Wait!" Flash cried. "I don't think that's a zombie!"

Twilight paused. "Are you sure? It's...it's really grody." She took a second look. "Actually, it's...Flankenstein's monster?" She shrugged. "Eh. Close enough." Her chainsaw roared...

"Twilight, I really don't think you should kill that one," Flash said. "Just...call it a hunch."

Twilight frowned. "Spoilsport."

Flankenstein's monster roared at her, then kicked her across the street. She cried out as she sailed into the side of a building, crashing through the front wall. Twilight groaned as she picked herself up, shaking splinters from her mane. "Okay, that tears it. That green freak is dead! Or deader! Redeaded?" She bolted out the door, chainsaw roaring...

The monster was gone. "AAARGH! GET BACK HERE, YOU...!"

* * * * *

Immediately upon entering Ponyville proper, Sunset Shimmer knew something was horribly wrong.

For one thing, there were zombie ponies everywhere.

"What the hay...?"

Three zombies staggered toward her. A grey pegasus mare swooped down, blasting them away with a tremendous gust of wind.

A yellow mare landed in front of her, pink mane streaming behind her. "Are you alright?" she asked.

"Y-yes, I..." Sunset Shimmer paused, eyes wide. "Fluttershy?"

"Yes...do I know you?" Fluttershy peered at her. "You...look vaguely familiar..."

Sunset Shimmer stared at Fluttershy—or, more to the point, at the long, tapered horn protruding from her forehead. "Uhh...Fluttershy? When did...when did you become an alicorn? I mean...I'm pretty sure you were supposed to be a pegasus..."

Fluttershy blinked. The light of recognition entered her eyes, and she took a hesitant step back. "You're...you're Sunset Shimmer," she said.

"That's right," Sunset Shimmer said. "I just came through the portal to return some library books to Princess Twilight, and decided to have a look around Ponyville..." She frowned as two more zombies appeared behind Fluttershy. With a burst of her own magic, they were sent flying; the grey pegasus swooped down and burned them to ashes. "What the heck's going ON here? And why are you a princess all of a sudden? Are...are the others...?"

Fluttershy shook her head. "Discord did all this," she said. "He sold everypony enchanted Nightmare Night costumes. It's made almost everypony in Ponyville completely crazy." She looked around at the pieces of zombie littering the ground. "I think he must've summoned these zombies too, just to add to the chaos."

"Discord's loose?!" Sunset Shimmer exclaimed, rearing. "Oh my gosh...this is terrible!"

"Oh, Discord's been free for some time now," Fluttershy said. "He's...he's mostly reformed." She frowned. "And...and I'm sure he really did mean all this to be a harmless Nightmare Night prank. It's just...sometimes, Discord's idea of fun...is a little more than most ponies can handle."

Sunset Shimmer raised an eyebrow. "Okay..."

"Would...would you mind helping me?" Fluttershy asked. "I'm...kind of trying to...sort of...sort this mess out..." She briefly explained exactly what Discord had done, and the effects she'd witnessed so far.

Sunset Shimmer's eyes shrank to pinpricks. "Wow. That's...and you say he's reformed?!"

"Yes. We're friends." Fluttershy crossed her eyes and peered up at her horn. "My being an alicorn tonight was his idea. I think...I think he knew his prank would get out of hoof, and wanted me to..."

"Yeah, you're obviously the best choice to handle something like this," Sunset Shimmer muttered, shaking her head. She took a deep breath. "Okay. What do you need me to do?"

"Don't forget about me!" the grey pegasus said, landing next to them. "I wanna help too!"

Fluttershy started. "Oh. Umm...okay. You...can help by doing what you're already doing. Deal with this...zombie mess...please?"

"Can do!" the pegasus launched herself into the air, soaring off into town.

"And you...well...for the moment, you can help me track down Applejack. She, umm...apparently, she decided to dress up as a succubus. I think...she's been...doing something bad to stallions..."

Sunset Shimmer's eyes bugged out. "Applejack? A...a succubus?" She doubled over laughing. "Oh Celestia, that's...that's too hilarious!" At Fluttershy's mild glare, she forced herself to sober up. "Ahem. I mean...wow. That's...pretty bad. We should...definitely find her." Snickering, she followed Fluttershy into the heart of Ponyville. "Man, I am so glad I picked tonight of all nights to drop by..."

* * * * *

"The ghost went in here," Apple Bloom said, examining the hoofheld specter scanner she carried.

"Uhh...is it me, or is something...weird about the town?"

"There's been something weird about this place since we got here," Apple Bloom said absently. "All we have to do is spank this spook, and everything'll be..."

The door to the boutique exploded. The ghost they had been tracking flew out, screaming her head off. Three zombies trotted out after her, moaning and groaning.

"THERE SHE IS!" Scootaloo exclaimed, opening fire with her capture streamer.

"Watch out!" Apple Bloom yelled, tackling her out of the way as a zombie tried to grab her.

The ghost's horn glowed, and the zombies were sent flying by a green flash of ecto magic. The ghost's horn glowed more brightly, and several spears of ice lanced out, ripping into zombie flesh.

Apple Bloom sprang to her hooves, capture wand at the ready. "Stay back, ghost!"

"Are you KIDDING ME?" the ghost screeched, hooves on her hips. "I just saved your lives! I am NOT a bad ghost! I'm a GOOD ghost!"

"There are good ghosts?" Scootaloo asked, scratching her head.

"Look...just..." the ghost massaged her temples with her hooves. "You see these zombies? Why don't you try using those insanely destructive weapons of yours to set those stupid things on fire, instead of blowing up half the town trying to hit me for no good reason?"

Five more zombies shambled into view from behind the boutique.

The two Spook Spankers looked at one another, shrugged, and opened fire on the zombies. Their temporary ghostly ally joined in.

* * * * *

"Hey there, handso—oh, you're a zombie, nevermind. Ew."

* * * * *

Lucha Mayor glared intently at the horde of shambling undead making their way up the street. "¡Quietos ahí, bola de engendros! Ahí les va lo bueno!" She launched herself at the nearest zombie, seizing it around the neck. "¡Quebradora voladoraaaaa!" Up and over it went, slammed powerfully into the ground; it fell apart with a sad moan. "¡Lárguense de mi pueblo!" she cried as she grabbed another zombie, flinging it into the crowd behind her, where more ponies were tearing apart zombies left and right. It fell victim to the roaring chainsaw of the strangely-dressed mare with the talking severed head hanging from her skirt.

More zombies surrounded her, moaning.

"¡Vénganse, a ver si muy machos!" With a mighty roar, she dove into the mass of zombies, hooves flailing. "¡Feliz día de muertos!"

* * * * *

"Yada yada! Kowai na mon! Kimochi warui!" Octavia ran around in circles, wailing at the top of her lungs.

"Shikkarishite, Seiraa Merodi!" Vinyl yelled as she threw a brace of roses at the zombies, freezing them in their tracks. "Ima da!"

"Hai!" Octavia removed her tiara. "MERODI TIARA BUUMERAN!" Her attack tore through several zombies, reducing them to ashes.

* * * * *

Badgerella shredded another zombie. A tendril of Mane-iac's mane snaked around her leg, hauling her up. "Hey! Do you mind? I kinda got my hooves full here! I'll kick your hairy hinny hiney later!"

"OhohohoOOOOOHOOOOHOOOHAAAHAAHAAAAA! But if I let these disgusting undead things SNIP those beastly claws of yours, you'll be out of my HAIR for good!"

Badgerella swung around and severed the hair holding her with her claws, then launched herself at the Mane-iac. "Listen, bub," she snarled as she pressed her claws against the Mane-iac's throat, "you've got two choices: you can either help us deal with this zombie mess, or I can perform a tracheotomy you probably won't live through."

Mane-iac swallowed nervously. "E-even if I...would ever help...a hero...there's no way I'm getting zombie guts in my glorious mane..."

"So don't use your mane! You've got a horn, don'tcha?"

"Wh-what are you talking about?"

Badgerella snarled and levitated a mirror out of her utility belt, holding it up so the Mane-iac could see. "That right there! Did you forget you had it under that mess of ugly you call hair?"

Mane-iac blinked. "I...what?"

A tentative burst of magic sent Badgerella flying.

Mane-iac stood, peering up at her long, sharp horn. She turned to her side, examining her flanks...and the enormous, feathery wings that hung there. "Oh my. This is more invigorating than a new herbal conditioner..."

She looked all around herself at the chaos of ponies fighting zombies. Her horn lit up.

A blinding golden beam of light lanced out, splitting into dozens of beams, which sliced through every zombie present, setting them ablaze.

Mane-iac threw her head back and let out a long, loud, whooping laugh. "HAHAHAHAHAHAHAHAHAHA! LISTEN UP, PATHETIC PONY PEONS! LOOK UPON YOUR NEW SUPREME RULER! LOOK UPON THE ALL-POWERFUL QUEEN MANE-IAC!! BOW BEFORE ME, OR YOU WILL HAVE A BRUSH WITH DOOM!!"

All around the square, various ponies cowered, shuffled their hooves, or screamed.

Mare-Do-Well trotted up to Badgerella and punched her in the face. "You idiot," she rasped.

Chapter Seven: Shear Madness

Discord's jaw dropped as he stared down at the swirling vortex of black and gold magic that had formed around Celestia. "Oh dear. This won't end well." He paused, tilting his head. "Then again, so long as nopony actually tries to kill her..." He peered up at the moon, then snapped his talons. A clock face appeared on the moon's surface; the hands gave the time as 10:24. "An hour and a half until the spell ends...hmm..." Shrugging, he conjured some red rope licorice. "Let the third act commence!"

* * * * *

Silver Soarer glided to the ground next to Mare-Do-Well and Badgerella. "What has happened here?" she asked.

"Apparently, that psychotic freak didn't know she was an alicorn," Mare-Do-Well rasped. "Then this smelly idiot opened her trap, and..."

"I think I liked you better when you didn't talk," Badgerella said.

Soarer turned to Mare-Do-Well. "I'm sorry, I didn't get your name...?"

"They call me Mare-Do-Well," the masked alicorn replied.

"Right. Well...you're also an alicorn, can't you...?"

Mare-Do-Well nodded. "I'll do what I can." A deep violet nimbus of power surrounded her, and she marched up to the stage.

A cheerleader with a chainsaw joined the superheroes. "So, uhh...what in the world's going on here?" she asked.

"Big stuff," Badgerella grunted. She did a double-take at the cheerleader. "Wait, what? You're an alicorn too?" She shook her head. "Damn...how many freakin' alicorns're runnin' loose in this town, anyway?"

Another alicorn dropped out of the sky. "Oh my goodness," she said softly, eyes wide with horror. "What...what's going on here?"

A unicorn galloped up, sweating and panting. "I haven't...run like that...in ages..." She looked up at the stage. "Is...is that...is that Princess Celestia?" Then, she noticed who she was standing next to and did a double-take. "T-Twilight?!"

Twilight turned and smiled. "Oh! Hey! Uhh...do I know you? Oh, wait! You were on the basketball team, right?"

The unicorn raised an eyebrow at Twilight. "Sunset Shimmer," she said. "The girls back home are never gonna believe what I'm seeing right now." She turned to the yellow alicorn. "Boy, you weren't kidding, Fluttershy. This is completely nuts."

Fluttershy cleared her throat. "Excuse me? Everypony? Would you mind terribly explaining why that is happening?" She pointed a hoof at the stage, where a laughing Mane-iac had created giant, glowing golden hair tentacles and was attempting to capture and/or kill Mare-Do-Well, who was flying circles around her and strafing her with twinkling purple laser beams.

"Uhh...Bad Hair Day up there didn't know she was an alicorn," Badgerella said. "Then I, uhh...accidentally told her. In my defense, I wanted her to pitch in and help kill all those zombies."

"And you thought telling a psychotic supervillain she had alicorn magic was a good idea," Soarer said gravely. "I thought you were smarter than that, Badgerella."

"Bite your shiny metal flank," Badgerella growled.

"I'd be up there helping if you hadn't told me not to kill or maim that hairy mare," Twilight said to Fluttershy. "If you ask me, she could use a little bit of chainsaw time!"

"No!" Fluttershy said hastily. "I mean...thank you, but...I'd rather not see anypony hurt...or worse..."

"Actually, I'm with Twilight on this one," Flash said. "That mare has a god complex like you wouldn't believe. She needs to go down."

Sunset Shimmer stared at the talking head. "Flash?!"

"Hi there," Flash said. "Don't know you, but you're pretty hot."

Twilight slapped him with a wing.

Sunset Shimmer turned to Fluttershy. "So...uhh...have you maybe tried de-programming anypony?" she asked. "You're an alicorn...for now...don't you think maybe you could override Discord's spell?"

"Oh, I wouldn't waste time with that if I were you," a new voice intruded. Discord appeared in their midst, tipping his chocolate hat to Sunset Shimmer.

"Discord, I presume?" Sunset Shimmer asked.

"The one and only," Discord said. "You must be Sunset Shimmer. Charmed, I'm sure." He frowned, raising an eyebrow. "Something's missing..." He snapped his talons; a more Equestrian version of Sunset Shimmer's black leather jacket appeared on her. "Much better."

"Discord," Fluttershy said, "would you please end this?"

"Oh, I'm afraid I can't do that, Fluttershy," Discord said. He sounded sincere, and was casting the occasional worried glance at the two dueling princesses. "You see, I gave my little spell a sort of...life of its own. Until it ends at midnight—" He pointed up at the moon, which showed the time as 10:31, "—not even I can cancel the effects of this spell."

"So this crap's gonna keep going on for another hour and a half?" Sunset Shimmer said. "That's just great."

Fluttershy frowned at Discord. "Is...is that why you made me an alicorn?" she asked. "As an insurance policy against...against this?"

"Hmm..." Discord tapped a talon against his chin. "I guess that's part of it. Mostly, I just thought you'd make for an adorable princess. Oh, and because I wanted you to have fun tonight...but as yourself. This was the only way I could think of to make you part of the game, but...not do what I did to all these ponies."

"I'm not having fun, Discord," Fluttershy said. "I think I'm having a nervous breakdown, and I don't think we'll be having any more tea parties for a while."

Discord's head drooped. "I thought you'd enjoy having alicorn magic..." He kicked at the ground and disappeared.

Sunset Shimmer blinked. "Wow. The god of chaos has a hard-on for you?" She shook her head. "Equestria's gotten weird since I left."

Silver Soarer rustled her wings. "Are we all done standing around talking?" she asked. "We do still have a problem here..."

A massive flash of golden light illuminated the area. Mare-Do-Well crashed to the ground in front of them, plowing a trench in the dirt. Mane-iac hovered in midair, surrounded by a golden corona, laughing as her mane writhed. "Now...who else wishes to taste the power of Queen Mane-iac?"

Fluttershy swallowed heavily. "Oh boy."

"I'll take you on!" Twilight cried, flapping unsteadily and listing to the right as she hovered slightly off the ground.

A blast from Mane-iac's horn, and Twilight dropped like a sack of apples.

"NEXT!"

* * * * *

"Whew," Derpy said, wiping her brow with a wing. "Looks like that's the last of the zombies."

In the distance, she saw telltale flashes of magic—high-level magic—being bandied back and forth. Frowning, she sped off to investigate. As she neared the heart of town, she saw a costumed alicorn, surrounded by a whirling nimbus of black and gold magic. The alicorn was laughing maniacally as gold tendrils of magical "hair" snaked out among the gathered ponies, who seemed to be struggling just to stay out of her reach.

The yellow princess she'd met earlier was among them, as was the unicorn she'd run off with.

Grimly, she dove into the fray, hurling a series of air blasts ahead of her to announce her presence.

* * * * *

"Hrm. Out of zombies."

"Agents," Zecorpheus corrected.

"Zombies," Ink Blot insisted. "What now?"

"Now, we need a link to the real world," Zecorpheus said.

A huge ball of gold-and-black light rose from the heart of town.

"Or we find out what the hell THAT is," Ink Blot said, running off in the direction of the ominous light show.

* * * * *

As though a switch had been thrown, the zombies stopped coming.

"Whew...!" Apple Bloom wiped her brow with a hoof. "That's the end of that!"

"Yeah," Scootaloo said. "Now..." She looked up at Sweetie Belle. "We've got unfinished business."

"ARE YOU KIDDING ME?" Sweetie Belle screeched. "I just helped you two idiots fight a bunch of zombies!"

"Yeah, but you're still a ghost, and we're still Spook Spankers," Apple Bloom said.

Two bolts of green magic blew the power coils off the Spook Spankers' capture packs. Their humming and whirring died off, the vacuum tubes going dark.

Apple Bloom and Scootaloo looked at one another. "Run?" Scootaloo suggested.

"Run," Apple Bloom agreed. The two Spook Spankers took off at full gallop.

Sweetie Belle rolled her eyes. "Idiots."

*CHOMP*

"Seriously?"

Sweetie Belle's eyeballs floated back into the wrecked boutique to regenerate as Pac-Mule trotted off in search of another ghostly meal.

* * * * *

Several rocks bounced off Mane-iac's skull. "Who dares?!" she thundered.

Derpy flapped down in front of her, glaring sternly. "Enough is enough!" she said. "You've done enough damage here. Leave these ponies alone!"

"Or what?" Mane-iac challenged, firing a spiral beam of gold and black at Derpy.

Derpy's eyes and arrow tattoos glowed. A shell of rocks, water, wind, and fire surrounded her, spinning like an atom. Mane-iac's blast was deflected into the sky.

"What exactly is she supposed to be, anyway?" Sunset Shimmer asked as she watched the pegasus battle the Mane-iac.

"I don't know," Fluttershy said. "She's certainly developed some...very interesting powers. And...none of it is unicorn magic."

"It certainly isn't," Sunset Shimmer agreed.

Mane-iac's gold-and-black magic beams collided again and again with Derpy's elemental shield. The ground shook; tremors rocked Ponyville, sending many ponies staggering. "Get...out...of...my...HAIR...!"

Derpy scowled down at Mane-iac. A column of rock thrust straight up out of the ground, knocking Mane-iac into the air. She unleashed multiple wind blasts, which buffeted the supervillain in midair, then slammed her back to the ground with a powerful gust of air.

Derpy floated to the ground, the glow in her eyes and arrows fading and the bizarre spinning corona of elements dissipating.

Mane-iac groaned as she shakily pushed herself to her hooves. "What...what are you?" she gasped out.

"I'm the Avatar," Derpy said firmly.

"Well...Avatar..." Mane-iac growled, lowering her head. "Take...THIS!" Her horn began to flare brilliantly, and a column of pure solar fire erupted.

A gleaming silver barrier appeared between the burning strike and Avatar Derpy.

Silver Soarer rose into the air. "I will no longer allow this," she said.

"Bout time you used some of that Power Galactic," Badgerella muttered.

"Power Galactic?" Sunset Shimmer asked. "That sounds familiar..."

"I have...been unable to bring forth the Power Galactic until this moment..." Soarer shook her head. "It matters not." Her eyes glowed, and a shimmer of force enveloped Mane-iac. "Begone."

"You won't displace a HAIR! on my head!" Mane-iac shouted. Her gold-and-black aura flared again, and the Soarer was knocked ass-over-teakettle, plowing into Lucha Mayor. Mane-iac rose into the air, shining like the sun. "HEAR ME, HEROES!" she bellowed. "I AM THE QUEEN OF EVERYTHING! ALL WHO OPPOSE ME WILL BURN IN THE FIRES OF MY WRATH!"

Mare-Do-Well charged forward, surrounded in a pitch-black nimbus that glimmered with starlight. Spreading her wings, she charged Mane-iac in a flying tackle. Their auras entwined one another as they crashed to the ground in a tangle of legs and wings.

A shell of solid rock encased both alicorns. The rock shell turned silver as Soarer added her power to the Avatar's earthbending.

"That oughtta hold 'er," Badgerella said.

"Do you think...do you think they'll be alright in there until midnight?" Sunset Shimmer asked.

Fluttershy looked up at the moon. "We still have forty-five minutes until midnight," she said. "I...I don't know if..."

The rock shell exploded, and the two alicorns rose into the sky, spiralling around one another. Mane-iac's golden aura mane wrapped itself around Mare-Do-Well, who wove crazily in the air as she fired midnight blasts at the crazed villain.

"They're gonna kill each other if this keeps up!" Sunset Shimmer cried. "This has to stop!"

"You're right," Fluttershy said. Steeling herself, she took wing and flew after the two alicorns. "I hope...I really hope...I can do what I need to do..." She focused on the cursed princesses, her horn glowing a soothing blue-green. The strain of following their erratic flight showed on her face, but she gained on them as the aura surrounding her horn intensified.

"Princess Celestia...Princess Luna..." she whispered, "both of you need to...go...to...SLEEP!" She fired a broad beam of magic at the two alicorns; it surrounded them in gentle, soothing waves. Their auras fizzled out, and they dropped out of the sky. Avatar Derpy swooped in and caught them on a cushion of air, gently carrying them to the ground.

Panting heavily, Fluttershy weakly glided to the ground, landing next to Sunset Shimmer and Twilight.

"Really? A sleep spell? That's all it took?" Twilight asked. "Laaaame!"

"Shut up, Twilight," Sunset Shimmer said. She trotted over and placed a hoof on Fluttershy's shoulder. "Not bad for your first night having magic."

"Th-thank you..." Fluttershy panted, smiling. "Now, all we have to do is—"

A terrifying rumbling, like prolonged thunder, thudded across Equestria. The already-dark night grew darker, as though an immense shadow spread across the land. Fluttershy looked around nervously. "Oh, what now?" she whimpered.

"He comes," Silver Soarer said.

Fluttershy was about to ask who Soarer was talking about, but that quickly became a moot point.

A massive form separated itself from the night sky. An immense alicorn stallion, easily twice the size of Canterlot, descended from the heavens. His coat seemed to be literally made of the night sky. Galaxies spun and exploded all across his muscular body. Comets and quasars and nebulas roamed the vastness of his flank. A billowing purple cape was fastened around his neck. Immense purple horseshoes, each the size of a castle, shod his hooves.

In comparison to his impressive size and imposing appearance, his choice of headgear was patently absurd: he wore a tiny purple domino mask over his eyes, and a tall, cylindrical purple helmet atop his head. Two "horns" stuck out of the sides of this helmet at odd angles: the right horn was a giant fork, and the left horn was a giant table knife.

Herald, he rumbled impressively. It is Stellactus' dinnertime. Prepare this world that I might devour it. Preferably pan-fried with basil and herb olive oil. And I'll have green beans and yellow squash on the side.

Chapter Eight: Stellactus Needs Food Badly

"Wh-wh-wh-what is THAT?!" Fluttershy squeaked, eyes wide and frightened.

"Stellactus, the Galactic Gourmet," Silver Soarer said. "He roams the cosmos searching for worlds that rouse his appetite. Then, his Herald prepares them for consumption."

"That...that sounds terrible," Derpy said.

"And his Herald would be...you," Badgerella growled at the Silver Soarer.

Soarer bowed her head. "Yes."

"Now I know where the Power Galactic sounds familiar from," Sunset Shimmer muttered. "So...exactly how screwed are we here?"

Soarer looked grave. "I'm sorry. This world is doomed."

"Yep, thought so."

"Not necessarily," Fluttershy said. "Umm..." She looked at the Soarer. "Is...is there any way to stall for time? Keep him busy for..." She glanced up at the moon. "Forty minutes?"

"It's possible," Soarer said. "Stellactus is impatient and dangerous, but also routinely succumbs to distraction and prevarication. Buying forty minutes more for this world should not be difficult. But I don't see—"

"All of this is going to go away at midnight," Fluttershy said. With a nervous swallow, she added, "At least...I hope it is."

"Yeah, if this is part of Discord's spell, the flying stomach monster'll go bye-bye at midnight," Sunset Shimmer nodded.

Soarer frowned. "You speak nonsense, but...if there is even a chance of sparing this world its grisly gastrointestinal demise..."

HERALD! HEED STELLACTUS!

Soarer peered up at Stellactus. "I must placate my master," she said. "If I do not, he will bathe your world in cosmic fire. Plan your distraction. Quickly." She flew off.

Derpy, Fluttershy, Twilight, and Sunset Shimmer looked at one another.

"So, uhh...any ideas?" Twilight asked.

* * * * *

Ink Blot and Zecorpheus had stood on the fringes of the crowd, watching the various superheroes battle the out-of-control supervillain. Neither of them had moved close enough to get involved, but both were present when the fighting ended...and when the apparent end of the world began.

"Hell's that?" Ink Blot asked, staring up at the impossibly massive stallion in the sky.

"I...I don't know," Zecorpheus said. "Nightmare Moon must have...must have lost control of the Moontrix..." She frowned. "Or...or..."

"There IS no Moontrix!" Ink Blot snarled. "Look around you! This is reality! This chaos is the real, living Equestria! Thought I was paranoid! Met you! You're insane! Wake up! We're ALL about to DIE!"

Zecorpheus took a deep breath. "Real or not...I can only believe what I know to be the truth."

"Fine. Then stay here and die." Ink Blot galloped off into the heart of town.

Zecorpheus stood still for a long moment, head bowed. "Dammit...!" She followed Ink Blot into certain death.

* * * * *

Sweetie Belle emerged from the boutique, fully regenerated.

She took a look at the sky.

She ducked back inside. "Nope."

* * * * *

Applejack rose from beside her latest conquest, staring up in wonder at the immense stallion hovering over Equestria.

She licked her lips.

"Big fella," she purred. "Yum yum."

* * * * *

Two mares looked up at the sky. "Big world-destroying horror?"

"Big world-destroying horror."

"Think we'll get blamed?"

"We always do."

"Let's go."

"Wait! ...fine."

* * * * *

"I've never...I've never dealt with an opponent that...big before," Derpy said, peering nervously up at Stellactus. "I don't think any Avatar has." She hovered in midair; her eyes and tattoos began glowing brightly. After a moment, they stopped, and she shook her head. "Nope. No Avatar's ever dealt with anything like this."

"He's got an ass," Badgerella growled. "I say we kick it."

"With what?!" Sunset Shimmer cried.

"With them," Badgerella said, pointing at the two unconscious alicorns in their midst.

Fluttershy frowned. "W-well...we can count on Princess Luna, but...if...if Princess Celestia wakes up before midnight..." She swallowed nervously. "We...we'll have two problems on our hooves..." She shook her head and sighed. "Discord...why did you do this?"

"Where IS that slippery snake?" Sunset Shimmer demanded. "He should be here helping us deal with this!"

Fluttershy sighed. "The only one who knows how to summon him at will is..." She glanced at Twilight.

Twilight blinked. "Huh?"

Sunset Shimmer groaned. "Perfect." She sighed. "Five years ago, I could've dealt with all of this, but...I'm so out of practice, I don't think I could..."

"Could what?" Fluttershy asked curiously. "If...if you know of a way to..."

Sunset Shimmer shook her head. "I used to know a couple of...pretty invasive spells. You could get into another unicorn's head, piggyback spells they know onto your own horn..."

"Princess Celestia taught you something like that?" Fluttershy gasped.

Sunset Shimmer snorted. "Of course not," she said. "That's one of the many things that got me expelled as her student."

"Oh," Fluttershy said quietly.

An orange streak passed overhead, headed directly for Stellactus.

"Who was that?" Twilight asked.

Sunset stared up into the sky. "Is...is that Applejack?"

"It is," Fluttershy gasped. "But what's she...?"

Sunset glanced up at the moon, then snorted. "Okay, this is stupid," she said. She trotted up to the two sleeping alicorns and lowered her head. Her horn shimmered with a flickering teal aura. A spark leapt out from her horn, touching Mare-Do-Well. A second spark leapt out, striking Mane-iac. Both mares stirred groggily.

"Ugh...where..."

Sunset Shimmer stomped a hoof for attention. "Both of you. Listen up. Look at the sky. You see that enormous freaking horse hanging around up there? Make yourselves useful and blast the horseapples out of him."

Mane-iac growled. "You DARE to order QUEEN MANE-IAC to—"

"Shut it, hairpile," Mare-Do-Well rasped. "Look UP."

Mane-iac did so. Her jaw dropped. "Oh. Oh my."

Fluttershy cleared her throat. Everypony looked at her.

"Mane-iac? Could...could you maybe call a truce with the rest of us? Just long enough to save the world from being eaten by that scary monster?"

"You can't exactly take over a world that's being digested," Sunset Shimmer pointed out.

Mane-iac's muzzle trembled. "...alright, FINE," she decided. "Just for now, I'll..."

"Okay, let's get up there and save the world!" Avatar Derpy declared cheerfully, taking wing. Mare-Do-Well followed her, followed by a grumbling Mane-iac.

* * * * *

"And...what appetizers did you want again?" Soarer asked, holding a notepad and a pencil.

The moon, with tempura batter and cocktail sauce.

"Mm-hmm. And...I'm sorry, I don't think we have the first wine you asked for. What's your second choice on that?"

How can you not have Cianti? EVERY world has Cianti!

"Only if they have fava beans, Master. This world has no fava beans."

Of all the insufferable...fine. You select the wine.

"And...are you sure you want the yellow squash? I have it on good authority this world's yellow squash is nothing compared to its fried okra..."

Fried okra does not go with green beans!

"But it goes perfectly with buttered carrots."

Grrr...alright, I'll take the okra and the buttered carrots! Now prepare this planet for Stellactus!

"So let me just review..."

A blast of pure white stellar power struck Soarer, knocking her to the ground. MEDDLE NOT WITH THE APPETITES OF STELLACTUS, HERALD, FOR YOU ARE CRUNCHY AND GOOD WITH KETCHUP!

"Hey big fella! I've got some local flavor for you!"

Applejack flew up to Stellactus, batting her eyes seductively. "I know a perfect way to work up an appetite, tall dark and sexy."

My appetite is already well whet, mortal.

"LEAVE! THIS! PLANET!" Mane-iac bellowed as she zoomed into view, a whirling shell of gold and black magic blazing around her. Her horn glowed, and she fired a spiral beam of gold and black power straight at Stellactus' eyes.

AUGH! INSOLENT...YOU DARE STRIKE STELLACTUS?!

Mare-Do-Well rose above Mane-iac, blasting Stellactus in the horn. As the Galactic Gourmet roared, she intensified her fire, pumping so much raw magic into the blast that Stellactus' horn cracked, leaking raw stellar energy.

You have injured Stellactus...this is no small feat. But know this: I am as eternal as my hunger. In a flash of starlight, the damage to Stellactus' eyes and horn was repaired. With a single pulse of his vast horn, he sent Mane-iac and Mare-Do-Well rocketing to the ground.

Avatar Derpy shot into the air, trailing massive chunks of earth in her wake. Every cloud she passed became a ball of water that spun around her. "Being big doesn't give you the right to go around hurting anypony you want!" she cried. She lobbed chunks of earth, balls of water, blades of wind, and blasts of fire at Stellactus.

Stellactus stared calmly at her. You are spirited, but your power does not compare to mine. Begone.

With another pulse of the Power Galactic, Avatar Derpy fell.

"Nevermind," Applejack muttered, flying away into the dark forest below.

* * * * *

Fluttershy whimpered as she rushed around, straining her newfound magic to catch the falling ponies before any serious harm could come to them. Sunset Shimmer, Twilight, and Badgerella helped her, and within moments, the unconscious Avatar, Mane-iac, and Mare-Do-Well lay on a cushion conjured by Sunset Shimmer, blankets draped over them.

"Thank goodness...they don't seem to be hurt badly..." Fluttershy said, exhaling heavily.

"Yeah, but they're out of this fight for good," Badgerella grumbled. "So are the rest of us."

"Looks like it's up to you now," Sunset Shimmer said.

Fluttershy swallowed nervously. "I...I..."

"Fluttershy," Sunset Shimmer said softly, hugging the temporary alicorn. "I know you can do this. I believe in you. So would your friends...if they weren't all crazy right now."

"My friends are always crazy," Fluttershy said with a soft smile.

"I know they are," Sunset Shimmer said with a grin. "I have the exact same friends."

Fluttershy giggled. "Thank you, Sunset Shimmer." Taking a deep breath to steady herself, she took off for Stellactus.

"Awww, that was so sweet," Twilight said.

Sunset Shimmer glared at her. "Get your fat purple butt up there, Princess," she said.

"Uhh...uh-uh," Twilight said, wagging a wing. "Can't figure out how these work."

Sunset Shimmer facehoofed. "Great."

Chapter Nine: The Cinderella Clause

Fluttershy stared nervously up at the terrifyingly vast form of Stellactus. "I can't do this," she whispered to herself. "I can't..."

She thought of all her friends. She thought of all the animals. She thought of the princesses, of Sunset Shimmer, and even of Discord.

The world was counting on her.

Even if she wasn't a real princess...

The fate of Equestria was in her hooves.

She whimpered.

A whisper of sound in the distance became a roar...

An enormous spaceship roared out of the fields outside Ponyville. Fluttershy squeaked in fright and ducked low. The ship's canopy opened and two mares leapt out to stand atop it. One was a mint-green unicorn wearing a white bikini, with white boots on three hooves. The other was a cream earth pony with a two-tone mane, wearing a matching yellow bikini, also with boots on three hooves. The unicorn wore a white headband, holding her red-dyed bangs out of her eyes.

Each mare had an enormous cannon strapped to her back.

"Are you ready?" the unicorn asked.

"Let's do this!"

Both mares fired big, loud rockets at Stellactus. Their ship began firing twin plasma cannons. Explosions rippled across the immense stallion's hide.

"Keep 'em hot!"

"Don't gotta tell me!"

For seven straight minutes, the two mares unleashed an impressive and terrifying array of weapons of mass destruction at Stellactus. Fluttershy hovered below, watching with wide, terrified eyes.

They finally ran out of ammunition. Their ship's plasma cannons fell silent.

Stellactus raised an eyebrow. Seriously?

A lance of starlight bisected their ship, which exploded in a massive fireball. Fluttershy, screaming in terror, scrambled to catch the two falling mares as they jumped clear of the ship just before they could meet a fiery demise.

"Dammit, we just finished paying for that!"

Fluttershy conjured a pair of parachutes, which she attached to the two mares. As they drifted down to the ground, she flew up to face Stellactus, hooves on her hips.

Above, the moon showed the time as 11:53.

"What makes you think you can just go around bullying weak, helpless ponies?" Fluttershy demanded.

I do not seek to bully the weak, nor do I care for their plight, Stellactus said. I am driven by my hunger. My hunger is all. I must feed to survive. Nothing else concerns me.

"But why do you want to eat OUR world?" Fluttershy asked. "We didn't do anything to you!"

This world is rich in the energy of life. It will sustain me for decades.

"But...but we're all using it! We love our world very much, and we really don't want to die!" Fluttershy threw her hooves up. "There are so many creatures living here! Ponies, griffons, cows, donkeys, mules, zebras, giraffes, sheep, goats, minotaurs, Changelings, buffalo, deer, bunnies, beavers, mice, pigs, owls, phoenixes, chickens, parakeets, budgies, finches, sparrows, hummingbirds, mockingbirds, blue jays, red jays, yellow jays, canaries, doves, pigeons, eagles, hawks, falcons, buzzards, ducks, swans, geese, moose, chupacabras, Breezies, ants, bats, cats, rats, shoats, snakes, skunks, hedgehogs, anteaters, armadillos, opossums, dogs, frogs, hydras, dragons, lions, tigers, bears, otters, bees, butterflies, fish, dolphins, seaponies, seals, starfish, turtles, tortoises, alligators, crocodiles, timberwolves, cragodiles, sea serpents, river serpents, lake serpents, manticores, spiders, crickets, moles, voles, trolls, diamond dogs, walruses, chipmunks, squirrels, ferrets, foxes, platypuses, koalas, kangaroos, wallabies, monkeys, apes, chinchillas—"

ENOUGH! Stellactus massaged his temples. I get it. Lots of things live on this world. And I truly regret the necessity of their demise. But my hunger is absolute, and—

"I WAS TALKING! INTERRUPTING OTHERS IS VERY RUDE!" Fluttershy bellowed in the Royal Canterlot Voice.

...Sorry.

"Thank you," Fluttershy continued meekly. "Now, I understand that you're hungry, and I truly am sorry, and I'm sure if you just keep looking, you'll find a world nearby that's just as tasty as this one, and isn't as full of things that'll die a horrible, agonizing death in your tummy. But I'm afraid we're using this world, and we're going to be using it for a very long time, and it simply isn't acceptable for you to eat our world, so if you'd please just go away..."

The clock struck midnight. Wispy clouds passed across the face of the moon.

Everypony stopped in their tracks.

Stellactus vanished in a blink.

Ponyville returned to normal, every trace of the damage wrought throughout the night disappearing as if none of the night's craziness had ever happened.

Fluttershy blinked. "Oh...oh my..."

Her fake alicorn horn fell off, dropping to the ground below.

With a sigh of relief, she glided down to the ground.

* * * * *

Pinkie reached up and pulled off her Ink Blot mask, shaking out her poofy mane. "Whoa," she said. "That was the craziest Nightmare Night ever!"

"A touch too strange for me, I fear," Zecora said, removing her sunglasses. "With Discord involved, I should have steered clear."

Pinkie tilted her head. "You were kinda really off your rocker there for a little while," she said.

"If I were you, I'd take that back. The pot should never call the kettle black."

"But you are black! And white."

Zecora sighed.

* * * * *

Apple Bloom and Scootaloo looked around in confusion. "Were we...just running away from something?"

"Ah think we were runnin' from Sweetie Belle," Apple Bloom said.

Scootaloo's brow furrowed. "Hey, you're right!" She looked at herself. "Oh man! We just spent the whole night chasing her around shooting at her, didn't we?"

"We gotta find her an' make up!" Apple Bloom frowned. "Ah hope she ain't still...y'know..."

As they neared Carousel Boutique, their eyes bugged out at a bizarre sight: The town's one and only mule, body painted entirely lemon yellow, was limping away from the boutique with a ponnequin stuffed head-first up his ass. His eyes were bugged out and watering.

"THAT'LL TEACH YOU TO EAT FILLIES!" Sweetie Belle screeched after him.

"Uhh...maybe apologize to Sweetie Belle later?" Apple Bloom suggested.

"Yeah," Scootaloo agreed, eyes wide. "Come on, let's see if we can find some candy."

* * * * *

Mayor Mare stared around at the herd of costumed ponies in the center of Ponyville, all of whom were standing in place or staggering around in a sort of stunned, disbelieving silence.

With all that had happened over the course of Nightmare Night, it was little wonder.

Removing her luchador mask, she sighed tiredly and facehoofed. "Chingada madre."

* * * * *

"Gah! My hair, must fix my hair..." Brushes and hairspray floated out of the pouches on Rarity's costume as she set about the task of restoring her mane and tail to their proper state. "Oh, I just know I am simply ghastly-looking and filthy from all this nonsense..."

Rainbow Dash shook her head and ruffled her wings. "Now I understand why they stopped publishing Silver Soarer," she said. "Did I do anything but suck tonight?"

"Well, you did..." Rarity frowned. "No, there was..." She trailed off, tilting her head. "...no, not really," she admitted.

Rainbow sighed. "I shoulda gone as Daring Do..."

* * * * *

"So uhh..." Lyra said as she extricated herself from her parachute, "That happened."

"Yes, yes it did," Bon Bon said as she kicked her parachute away. "Where did we even get that spaceship from?"

"I have no idea, but at least we didn't manage to blow up Equestria..."

They looked at one another for a long moment.

"Wanna get drunk?"

"Only until I throw up."

* * * * *

Vinyl set Octavia down sheepishly. They had been half a second from a passionate kiss when midnight had struck. "Uhh..."

Octavia flushed. "This never happened," she said.

"Oh, get over yourself," Vinyl said. She grinned. "That was kinda fun."

Octavia wrinkled her brow. "Getting punched in the face and attacked by zombies is not my idea of fun," she said, tossing her mane and sniffing disdainfully.

"You don't come to nearly enough of my parties," Vinyl replied with a chuckle.

* * * * *

Applejack looked around at the dark, twisted trees of the Everfree Forest.

Her ears wilted. "Oh, Big Mac is gonna kill me if he finds out what just happened..."

She let out an impressive fart, spraying glittering sparkles of magic from her rear end which lit up her surroundings.

Her eyes shrank to pinpricks. "Whuh-oh."

* * * * *

Button Mash looked around at the walls of the spooky old castle, his amber eyes blinking owlishly.

He thought back over the last several hours.

He'd fought hordes of zombies, defeated wave after wave of flying Medusa heads, and even survived the dreaded Hall of Hooves. He hadn't quite made it to the Pony of Shadows, but...

He looked down at the chain whip which lay at his hooves. He grinned. "Best. Nightmare Night. Ever."

Several starspiders skittered across the floor. "Waaah! MOOOOOOOOOM!"

* * * * *

Derpy stirred, her crooked eyes spinning as she sat up. Beside her, the two rulers of Equestria sat up groggily. Celestia's mane and tail, still dyed green, began to ripple in a nonexistent wind. Luna stripped off her hat and mask, setting her own billowing mane free.

"Well," Celestia said awkwardly, "that was...truly an unusual night."

"You know, sister," Luna mused, "I do believe Discord was less bothersome when he was evil..."

* * * * *

Twilight looked down at the head of Flash Sentry, which was once again just a really disturbing plushie. She looked at the magical chainsaw, which had turned back into a silly plastic toy. She looked around at the array of ponies in their Nightmare Night costumes, all blinking stupidly at one another.

Her horn flared. In a bright magenta flash, Discord appeared.

The entire crowd stared at him.

Twilight turned him to face her. Her eyes were narrowed, and she was frowning.

"Discord," she asked in a flat, weary tone, "what the dick?"

Author's Note

All that's left is the epilogue!

Epilogue: Settling The Bill

Discord smiled innocently. "Happy Nightmare Night, everypony!" he said grandly to the crowd. "I hope you all enjoyed my very first ever Nightmare Night prank."

"A prank?!" Twilight demanded, slamming a hoof on the ground. "You call all this...all that craziness we all just went through...A PRANK?!"

"Why yes," Discord said. "Yes I do." He swept his arms around him grandiosely. "Look around you! Everything's back to normal, exactly as it was before this all started. No harm has come to anypony...I don't think, anyway...nor to Ponyville, you're all healthy and happy and safe...and you've had quite the exciting little adventure!"

"I don't know if exciting is the word I'd use for putting my subjects in such tremendous danger," Celestia said as she and Luna approached. Everypony except Discord and Twilight bowed. "Especially when some of that danger came directly from me."

Discord waved his lion paw dismissively. "Puh-lease, Celestia. There was never any risk of you or anypony else permanently injuring or killing anypony. My spell had multiple failsafes woven into it!" He turned to Twilight. "For example, your little...heh...boyfriend stopping you from attacking Big Macintosh." He looked around. "I would never have let anypony be seriously harmed! Why, have I not learned the important lesson that friendship is magic? What kind of friend would I be if I put my friends in mortal peril?"

Unconvinced mutterings rippled through the crowd of ponies, who were glaring at Discord.

Fluttershy glided to the ground, standing beside Discord. Her silver slippers, peytral, and tiara glittered in the moonlight. "I believe Discord when he says he never intended any harm," she said softly but clearly, addressing the crowd. "I know that in the past, Discord hasn't been...the nicest being in Equestria. And I know that, well...I know he's still struggling to regain everypony's trust after the whole Tirek thing. But, well...Discord has changed. And yes, tonight was very strange and very scary, but..." She looked at Discord. "When his spell first took effect, and I was the only pony whose mind was unaffected, he told me that he sincerely meant for this to be harmless Nightmare Night fun. And even though everything that happened tonight was way too scary and I'm not entirely sure he planned for everything that happened..." She took a deep breath. "I really, truly believe that Discord meant all of this to be in good fun."

"Be that as it may," Celestia said sternly, "to perpetrate such a malicious prank on such a broad scale...you've lost quite a bit of my trust this night, Discord. I am disappointed in you."

Discord hung his head. "I...don't suppose I'm ever going to completely fit in," he said.

Luna looked down, eyes moist and sad. "Believe it or not, Discord...I understand how you feel." She looked around. "I recall my first Nightmare Night, here in this very spot. I did not understand the festivities. I felt insulted. I lashed out with my power. I terrified the good citizenry of Ponyville." She lowered her head. "It is difficult to feel as though you belong when you are mistrusted and shunned. Especially when you have spent so much time removed from society." She looked up and fixed her gaze on Discord. "What you have done this night was wrong, but...I truly believe your heart was in the right place."

Celestia turned her gaze to Twilight. "Well, Princess Twilight? Ponyville is your domain. You have the final say in this matter."

Twilight sighed and drew herself up to her full height. "If Fluttershy is willing to forgive Discord, then...I'm willing to give him the benefit of the doubt." She gave Discord a stern stare. "But! I must hold you accountable for your actions." She frowned. "You are hereby ordered to remove your costume shop from Ponyville. Furthermore...I'm banishing you to the Crystal Empire for two weeks."

Discord bowed. "As you command, Your Highness." In a flash of light, he vanished.

"Why the Crystal Empire?" Celestia asked, raising an eyebrow.

Twilight glanced down at the puppet head hanging from her belt. "No reason," she said with a smirk. She looked around at the crowd. "Everypony...it's late, and we've all been through so much tonight. I'm sorry that Nightmare Night went so...wrong. We'll...we'll have a do-over, or...or something. For now, you should probably all go home and turn in."

As the crowd began to thin, Twilight's friends gathered around her, as did the two elder princesses. As Princess Celestia's eyes landed upon a certain mare, she let out a sharp gasp. "Sunset Shimmer..."

Sunset Shimmer smiled weakly. "H-hello, Your Majesty..." She scuffed the ground with a hoof. "So, uhh..."

Celestia rushed over and swept Sunset Shimmer up in a hug, nuzzling her. "It's...it's so good to see you again."

Rainbow Dash looked around. "Hey, anypony seen Applejack?"

"And where's Spike?" Twilight asked.

"I left Spike at the palace," Fluttershy said. "Applejack, well...I don't really know where she is." She blushed faintly.

* * * * *

Spike looked around at all the brandy and cider bottles that lay scattered around him. "Oh man...Twilight's gonna kill me..."

He belched and lay down on the kitchen floor, deciding it was a good time for a nap.

* * * * *

Applejack staggered through the gates of Sweet Apple Acres. Her entire backside was stiff and sore. She'd shed the bat wings of her succubus costume halfway back to the farm.

As she neared the farmhouse, she encountered Big Macintosh, who looked tired and achy. "Some night, huh?" she said, strain in her voice.

"Eeyup."

"Ah'm uh...Ah'm gonna git on up t'bed now," Applejack said. "Mighty tired. Gotta be up an' at 'em with th' rooster, y'know?"

"Eeyup." Big Macintosh paused. "Uhh...did anything...strange happen to you tonight, AJ?"

Applejack looked everywhere except at her brother. "Nnnope."

* * * * *

"So, Sunset Shimmer, huh?" Rainbow Dash asked, folding her hooves. "You know, you put Twilight through a lot of crap."

Sunset Shimmer groaned. "Yeah, I know. We're cool now though." She looked at Twilight. "Seriously...didn't I already go through enough of this on my side of the portal?"

Twilight giggled. "You know how Rainbow Dash is."

"Yeah, I do."

"Okay...that's kinda freakin' me out," Rainbow said. "I should probably head home. I gotta get this crud outta my mane..."

"Oh, let me help you with that," Sunset Shimmer said. Her horn flared, and the brilliant silver dye in Rainbow's mane and tail boiled away, leaving behind Rainbow's natural six-colored hair.

Rainbow blinked. "Wow. Uh. Thanks."

Sunset Shimmer smiled. "No problem. To be honest...it's nice to be able to do magic again, even if it's just for a little while."

Celestia, who had already purged the dye from her own mane, shuffled her hooves. "You could...you could stay...longer..."

Sunset Shimmer shook her head. "I don't...really belong here anymore. The other world is my home now." With a smile, she added, "But I'll come to visit whenever I can!"

"Be sure to let me know when you do," Celestia said. "Seeing you again...makes everything that happened tonight worthwhile."

Tears glistened in Sunset Shimmer's eyes. "Thank you, Princess Celestia."

"How did you know to come here tonight?" Luna asked curiously.

"Oh! Well...umm..." Sunset Shimmer chuckled sheepishly. "I actually just came to return some library books..."

"Well, your timing couldn't have been better," Twilight said with a smile. "I think you really helped Fluttershy do...whatever it is she did."

"I just...I just did what...what you would have done," Sunset Shimmer said awkwardly, rubbing one hoof with the other. "So...that's some castle you've got. But why the heck does it look like a giant tree?"

Twilight laughed. "It's a long story. C'mon, I'll tell you all about it on the way back..."

* * * * *

Flash Sentry had just begun his duty shift at the Crystal Palace when Discord appeared in front of him. "Gah!" he yelped, jumping a foot in the air and spreading his wings.

"Why, hello, Flash Sentry," Discord said pleasantly. "How are you this splendid morning?"

"D-Discord! Wh-what do you want?" Flash's eyes were wide with panic as he took a step back defensively.

"Oh, I actually just came to give you a little present," Discord said. With a flash, several photographs appeared in his talons. He spread them out and offered them to Flash Sentry.

Curious, Flash leaned in for a closer look. "Is...is that Princess Twilight?" he asked.

"Indeed it is, my fine fellow..."

"What...what's she...wearing?" Flash's wings rose to full sail for entirely different reasons...

* * * * *

The bright morning sun warmed the crisp autumn air. Six exhausted mares sat in the throne room of Twilight's palace.

"Where's Spikey-poo?" Rarity asked.

"He's cleaning the kitchen," Twilight said. "And after that, he's got a little shopping to do." She frowned. "He drank every last drop of alcohol in the entire castle last night."

"Now, Twilight," Fluttershy said, "that's hardly fair. It wasn't his fault..."

"Yeah, but it's the principle of the thing," Twilight said.

"He did what?" Rarity gasped. "Oh. Oh my goodness. Is he alright?"

Twilight shrugged indifferently. "Alcohol doesn't affect dragons the way it affects ponies. It's like putting more coal in a furnace. That's why he gets such terrible stomachaches from too much ice cream. Ice cream is REALLY bad for dragons."

"Hey Fluttershy, what was it like to be a princess?" Pinkie asked.

Fluttershy ducked her head. "I...don't think I'd want to do it again," she said. "But...I guess it was...okay?"

"I bet I'd make an AWESOME princess," Rainbow Dash said. She turned to face Twilight, an eager expression on her face.

Twilight rolled her eyes. "Not a chance."

"Well I for one am glad that whole experience is behind us," Rarity said.

The others stared at her.

"What?" she asked.

"Uhh...Rarity?" Twilight asked. "I'd...really prefer you not smoke that in here."

Rarity looked down at the cigar in her mouth, then sighed and extinguished it with her magic.

"Well I had fun!" Pinkie said brightly. "We should totally let Discord do this again next year!"

"NO!" the others shouted in unison.

"Awww...bummer!"

Twilight rolled her eyes. "Actually, I was talking with Sunset Shimmer just before she went back to her world, and we were thinking maybe next year, we could all go there for Nightmare Night." She grinned. "Having two of each of you would really freak people out."

Pinkie shuddered. "Been there, done that, wasn't fun," she said. In a weak, shaky voice, she mumbled, "Lots of me...lots of me..."

The door to the throne chamber opened, and a Royal Guard poked his head in. "Excuse me, Your Highness."

"What is it?" Twilight asked.

"There are some ponies outside who wish to speak with you. They say it's urgent."

Twilight stood and headed for the door, her friends right behind her.

* * * * *

Five stallions stood at the gates of the castle. They looked weak and weary.

Twilight walked down the steps, stopping at the palace's threshold. Her friends lined up behind her. "What can I do for you, my little ponies?"

Thunderlane was at the head of the pack. He cleared his throat nervously. "We...the five of us...we've lost our magic...we'd sort of like it back..."

Twilight's eyes widened. "No...it's impossible...! Don't...don't tell me...Tirek got loose again?!"

"Err...not exactly..." The five stallions looked away, faces burning.

Applejack's gaze traveled over the group of stallions. She paled, eyes narrowing to pinpricks as recognition and realization set in.

Twilight turned to her friends. "You heard him, girls. We need to stay on our hooves and be ready for anything. We may need to alert Princess Celestia..."

"Uh...aheh..." Applejack swallowed nervously. "There ain't no need for all that fuss," she said. "Uhh..." She looked down at her hooves. "Hoo boy."

"What do you mean there's no need for a fuss? Applejack, there's another magic thief on the loose, and—"

Applejack put a hoof across Twilight's muzzle. "Ah, uh...Ah did it. It was me."

Rarity, Rainbow, and Pinkie Pie gasped.

Twilight blinked. "What?"

Applejack ducked her head. "Uhh...what all d'you know about somethin' called a succubus?"

DISCORD'S DISCOUNT DISGUISES ~ THE END

Author's Note

I hope you enjoyed my silly little Halloween story as much as I enjoyed writing it.

I know I didn't include every character I possibly could have included, and I know a lot of you wanted to see certain costumes that aren't in the story. If this were the only thing on my plate, I could have done a lot more with it...it could potentially have been three times as long as it is and included a buttload more references.

But the plain and simple truth is, this story is already twice as long as I ever meant it to be, and my writing time was split between this and two other stories with tight update schedules.

Still, I think it turned out okay. :twilightsmile:

Many thanks go to Zef for contributing Lucha Mayor's Spanish dialogue.

Here's the full list of costumes and references present in the story, since I know not everybody recognized everything here:

Twilight Sparkle: Juliet Starling (Lollipop Chainsaw)
Spike: A Pimp Named Slickback (The Boondocks)
Rainbow Dash: Silver Surfer (Marvel Comics)
Rarity: Wolverine (Marvel Comics)
Pinkie Pie: Rorschach (Watchmen)
Applejack: Morrigan Aensland (Darkstalkers)
Apple Bloom, Scootaloo: Ghostbusters (Ghostbusters)
Sweetie Belle: Danny Phantom (Danny Phantom)
Big Macintosh: Frankenstein's monster (Frankenstein)
Octavia Melody: Sailor Moon (Bishoujo Senshi Sailormoon)
Vinyl Scratch: Tuxedo Mask (Bishoujo Senshi Sailormoon)
Ponyville's Only Mule: Pac-Man (Pac-Man)
Derpy: Aang (Avatar: The Last Airbender)
Zecora: Morpheus (The Matrix)
Lyra: Kei (Dirty Pair)
Bon Bon: Yuri (Dirty Pair)
Button Mash: Simon Belmont (Castlevania)
Discord: Willy Wonka, as portrayed by Gene Wilder (Willy Wonka and the Chocolate Factory)

Nonspecific costumes/MLP in-series costumes:

Fluttershy: An alicorn princess
Celestia: Mane-iac (Episode: "Power Ponies")
Luna: Mare-Do-Well (Episode: "The Mysterious Mare-Do-Well")
Mayor Mare: A luchador

Lastly, Stellactus was a parody of Galactus, a major cosmic entity in Marvel Comics. Nobody was dressed up as him, he just appeared out of thin air because of Rainbow Dash's Silver Surfer costume.

Thanks for reading!