Fluttershy The Kindest Changeling Queen

by Changeing Winter

Chapters

Chapter 4 the Elements of Harmony
Chapter 5 Time Goes On, Part 1
Chapter 6 Time Goes On, Part 2
Chapter 7 Chaos, Loss and Calamity
Chapter 8 A House Divided
Prologue: of Clouds and Ponies
Chapter 1 Emotional Starvation
Chapter 2 The Arrival
chapter 3 Night Time Eternal

Chapter 4 the Elements of Harmony

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Chapter 5 Time Goes On, Part 1

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Chapter 6 Time Goes On, Part 2

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Chapter 7 Chaos, Loss and Calamity

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Chapter 8 A House Divided

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Prologue: of Clouds and Ponies

prologue : of clouds and ponies

Darkness...

The best way to describe the current surroundings of a small black unborn changeling ,darkness...

Then there was light. A golden holy glow pierced the grimy walls that the egg was made of, the beautiful clean glow was the first thing the little changeling inside the egg had seen of the outside world. For the first time It felt hope and a desire to do something, anything to get closer to the heavenly glow.

*SLAM!* The changeling smashed its back hooves into the thick unyielding walls that separated it from the outside world. *SLAM SMASH!* But the changling was not going to give up easily and after what seemed like an hour of wailing away, the egg gave in.

As the egg split open a gooey liquid spilled out, followed by a small changling tumbling head over hooves as it landed on a soft fluffy material and took its first breath. The light that drew the changeling from the egg was still there, but it seemed to have lost its glamour compared to the many new sights that surrounded it. The fluffy thing was soft and cuddly and it was a-

"Cloud," that voice was not the voice of the changeling but something inside itself. A voice that wasn't heard by its ears but its mind, it was a soothing voice that seemed friendly and helpful. To the changeling the voice sounded natural, so it took the advice and moved on. Next, the changeling's eyes followed the light until it saw a yellow ball hanging in the sky. "Sun," so that's where the light came from thought the changeling.

This voice was like having an encyclopaedia in the back of your mind, only needing to think of something and you found out everything about it instantly. Yet once again this was strangely natural to the changeling, it continued to observe it's surroundings then started walking steadily forward until the voice rang out. "Location Equestria Cloudsdale,"the voice sounded more urgent this time.

Whilst the changeling was about to ask what Equestria is, two brightly coloured winged creatures much like the changeling came souring through the sky chasing some kind of ball. "Pegasus ponies" "Well that was probably good to know" thought the changeling. One of these Pegasus ponies was yellow with a silver mane, while the other one was white with a pink mane.

They didn't stay long, flying off talking about some kind of race. "Change," the voice was more like a command this time as the changeling by instinct surrounded itself with a green fire. It took the yellow fur from one pony and the pink hair from the other and of course the wings from both, creating a yellow Pegasus with pink hair.

"Create name," at first the changeling looked through different ways to describe flight, which according to the voice was important as a Pegasus. Flutter seemed to be a nice choice, next an emotion that could be used as an excuse for hiding or backing away from a crowd, shy seemed like a perfect fit and also partially true.

"I'm Fluttershy" the small Pegasus-changeling squeaked in a way that was barley audible, feeling proud of itself. Fluttershy smiled and trotted along the fluffy cloud towards a group of Pegasus, hoping to make some friends.

Chapter 1 Emotional Starvation

chapter 1 emotional starvation

The day before the 1000th Summer Sun Celebration.

Fluttershy trotted swiftly towards Sweet Apple Acres, the dirt roads of Ponyville underneath her hooves, the song birds singing their songs beautifully above her head and a vast sky stretched out on the horizon before her. From an outside perspective a very good day, but there was more than one reason for Fluttershy to visit the home of one of her friends.

"Look out below!" screamed a rainbow blur, giving Fluttershy just enough time to dive for the nearest bush before Rainbow Dash collided with the ground. "Urggggg is it a Tuesday?" she mumbled in her barley conscious state, before realising that it was infact not a Tuesday and then passing out.

"Rainbow Dash are you ok?" timidly asked Fluttershy before going over to check on her dare devil and by far best friend. They had bonded when they were children and rainbow dash helped Fluttershy make it through flight camp, keeping all the nasty bullies away. Rainbow Dash had always been a fast flyer and her recklessness meant that she crashed a lot, but she was always resilient and never out for more then a few seconds.

"Urg" grumbled Rainbow Dash before getting up shaking her head and yelling at the top of her lungs "Equestria I am ok!" Then Rainbow Dash noticed Fluttershy behind the bush, "Oops sorry Fluttershy didn't mean to scare you." While this made Fluttershy feel sorry for making her friend worry, Rainbow Dash's presence alone was invigorating her with friendship, before it was sent to changelings who needed it more than her.

"It's ok Rainbow you didn't mean to scare me" whispered Fluttershy in her gentle voice. "I was just on my way to visit Applejack, she's having a big family reunion and they're even staying overnight for the Summer Sun Celebration tomorrow... "Oh I hope they like me!" Most of the time Fluttershy's timid yet kind nature made ponies like her almost instantly, but didn't make her any less nervous meeting them.

"Yeah Applejack has a huge family!" said Rainbow Dash, as she soared into the sky doing loops and back flips. "But I've got practice to get to, they're holding the best young flyers competition in a month and the wonderbolts are going to be there, if I don't practice I may not be able to show off my spectacular super duper awesome high flying skills!"

"But Rainbow don't you need to clear the clouds for the celebration?" mumbled Fluttershy.

"Hah don't worry, I could whack those clouds in ten seconds flat" Rainbow Dash bragged feeding her own ego, "Well see you later Fluttershy."

"Goodbye Rainbow Dash" Fluttershy replied sweetly, receiving another dose of friendship filling her with warmth before dispersing.

Sweet Apple Acres

"Howdy Fluttershy, didn't think you could make it" Applejack smiled and pulled up her cowboy hat.

"Oh Applejack I'd never pass up a chance to meet my friends' family in person" Fluttershy replied smiling. Applejack was clearly in a good mood, as her happiness warmed Fluttershy's heart before quickly dispersing it to help others who needed it more than her.

"Ha, well then your Just in time" Applejack replied whilst picking up a metal spoon before Fluttershy could ask what it was for. Applejack clanged it against a large cauldron yelling "Soups on, every pony!" There was a sudden silence, followed by a stomping sound that could only be created by the hooves of a lot of ponies running very fast, which explained the sudden appearance of at least fifty Apple family members and a table covered in every sort of apple related delicacy imaginable.

"Fluttershy, this here's ma family" said Applejack as proud as the sun is high, "Family, this here is Fluttershy."

"Urm, hi everypony it's good to meet you" whispered Fluttershy scared by the arrival of so many new faces.

"Howdy"

"Hey there"

"Nice to meet you"

"What's up?"

"Hello"

"Hi"

"Are you ok?"

"Pleasure to make you acquaintance"

"Howdy"

"Everypony stop, your scaring her!" cried Applejack pointing a hoof at Fluttershy's quivering form. Everypony stopped.

"Let's get you something to eat Fluttershy, then i'll introduce you to the family as individuals" Applejack said whilst guiding Fluttershy to the table.

"Oh erm ok ill be fine honest," Fluttershy whispered. In truth while she was very scared by the rush of new ponies, what truly made her cower was the rush of emotion, she could tell she was going to like Applejacks family, she just had to hope they continued to like her.

The rest of the afternoon went well, the food didn't help fill Fluttershy but she didn't tell anypony and it still tasted good, but all her problems melted away when she started meeting Applejacks family. Most of them where very kind and outgoing, so Fluttershy met kindness with kindness. There was the occasional shy person, a stand out was Babs Seed who was very upset about something and spent most of her time hiding away in the barn or orchard, but Fluttershy didn't want to ask about it just incase it was personal.

"Goodbye Fluttershy, thanks for coming" Applejack said whilst waving to Fluttershy as she walked home to her cottage.

As Fluttershy approached her beloved home she felt happy and for the first time in a long time, almost full. As she walked up the cottage path she was fed with the gratitude of the animals she cared for and as she opened the door, the cottage that was her home opened up to her,

But there was something here that was worth far far more to her than anything else in the whole world, Fluttershy approached her carpet and pulled it away to reveal the cottage's oak floor... the cottages hollow oak floor. With a few quick knocks the floor gave way to a trap door, that when opened revealed a dark stone passageway. Fluttershy entered the dark passageway.

The walls where thick and damp made of the stone of the earth, the tunnel was dark and dreary and seemed to descend down for what felt like forever. However, it was only a few minutes before the tunnel expanded into a large under ground room, a room that was filled with over one hundred serpent like blue eyes. Each pair of eyes belonged to a creature as black as night, with holes in their legs, insect like wings on there backs and a gnarled horn atop each of there heads.

All these creatures stared at Fluttershy, a stare that would frighten the life out of any normal pony, but Fluttershy stared back and with the sweetest of smiles and the calmest of voices she said.

"Good evening children, sorry I'm late."

"Good evening mother, we are happy to have you back."

Chapter 2 The Arrival

chapter 2 the arrival

One day before the Summer Sun Celebration

Equestria Fluttershy's changeling hive

Green fire began to surround Fluttershy before soring above her head and concealing her form. Under this magic fire Fluttershy's body began changing growing larger till she stood only a little shorter than princess Celestia, then her yellow fur gave way to black chitin, holes formed in her legs. Her feathered wings gave way to thin insect wings, a gnarled horn came forth from her head. Fluttershy's pink mane turned a light yellow and her normal blue eyes turned green and serpent like.

As the green fire gave way Fluttershy revealed her true form, a changeling queen mother of a changeling hive.

Standing tall and regal Fluttershy prepared to perform her duties as queen the first which was- *BAM* getting tackled by her beloved children, a queens first duty is always to her subject's.

"Mommy!" the happy cries of over one hundred changelings echoed through the twisting cave alerting all of its inhabitants to the queens arrival.

"I'm happy to see you too children" Fluttershy replied a tear escaping her eye this is what she did it for the emotion stealing, the hiding, the trickery, all so she could come home at the end of the day to see the happy grateful smiles of all of her children.

Fluttershy wished this moment could last forever but she had other duties to attend to. Fluttershy disentangled herself from her children and called softly,

"Primrose please stand forth," a single changeling stood to attention

"Ready and waiting my queen."

"Excellent Primrose," replied Fluttershy "Just a routine hive check-up today, first lets see what we have too eat ."

Fluttershy's hive, emotion storage

"My queen," Primrose called "Currently our emotion storage is full and everyling has either been fed or is feeding the entire hive is singing your praises for such a great emotional harvest, with this much energy we shall be able to last for... about a month."

Fluttershy smiled "We're doing even better than anticipated but," her ears drooped "We'll still run out of food eventually."

Fluttershy was always worried about gaining emotion, any emotion given to her freely was ok but it needed to be positive emotions. So if pony's stopped liking her she would have to feed of emotion by force but that hurt the pony being drained and there was no way Fluttershy was going to hurt innocent.

"My queen," sighed primrose "I know your worried but things are going fine and if anything goes wrong we'll all be here for you mother, you don't have to go through your troubles alone."

"Thank you Primrose, lets be here for each other then," Fluttershy replied happy to have such lovely children.

As the two left the chamber one of the glowing blackish green crystals that adorned the walls was slowly being drained by a hungry changeling, these special crystals, or emotion stones are used to store emotion. They are created by using changeling magic on normal gemstones and the more they glow the more emotion they are holding. Over the years these gems have become integral to the survival of changeling hives.

Fluttershy's hive, hatchery

Most Changeling hives have hatcheries that contain multiple large spawning pools, and most changeling hives have spawning pools full of changeling larvae waiting to come forth as changeling nymph's and serve the hive. However Fluttershy's hive was not most changeling hives, the hatchery had only one small spawning pool and only three or four larvae.

"I wish emotion was easier to get," Fluttershy sighed spawning pools replicated changeling larvae D.N.A using emotional energy.

"I know my queen" Primrose responded empathetically "But it is not, at least, not in the way we get it..." Primrose cringed "because of that we must keep our numbers thin, as you said yourself my queen in the story of the grea-

"look over there!" Fluttershy whispered pointing her hoof at a larvae that had just dipped beneath the spawning pool, beneath the water the creature began shifting its form growing out four legs, slim wings and a gnarled horn. In just a few seconds a small changing nymph emerged from the pool looked up at Fluttershy and said in a small shaky voice "ma-mama?" Fluttershy smiled bent down and hugged her new child.

Primrose smiled "I love my job," she thought "your majesty," primrose said trying to get Fluttershy's attention "I just got a hive message from our intelligence officer, said he needs to talk with you in person on important matters its probably not much though he always over exaggerates everything-"

"My queen!" yelled a changeling as it burst through the stone hatchery doors "I have uncovered important information that threatens the very survival of our entire species!" primrose rolled her eyes a little, over a year with this ling and you got use to his panic stricken over exaggerated entrance's.

"What is it Rotor Wing?" Fluttershy asked a little more seriously than Primrose would have, while she also knew Rotor's tendency to over exaggerate she also knew he was there eyes and ears on the outside world so this might be important.

"Oh great mother of the hive" Rotor Wing Began "I Have discovered which pony will be organizing the Summer Sun Celebration"

"Who?" Fluttershy said urgently, this was important news the pony organizing the event would not only have to be very smart but also visit everypony in Ponyville, what if this smart pony was also good at magic? what if the pony some how knew about changelings! what if they swept the town with some kind of anti-changeling spell and found the hive? what if they brought princess celestia here? what would she do? Oh mercy on my hive!

"Mother I can sense your freaking out spilling over the hive mind" Primrose said calmingly "Its probably some boring noble too caught up in there own world to care about us."

"Thank you Primrose" Fluttershy responded, probably nothing, just worrying a little too much about the hives safety its all going to be fine.

"The pony organizing the event is!" Rotor began "is is..." suddenly Rotor went very quite, like the realization of who he was about announce dawned on him, "is twilight sparkle...."

Silence

"What!" yelled a cacophony of voices all full of panic and alarm, even primrose had gone from serein calm to full blown panic.

pandemonium kicked in as messages where broadcast throughout the hive mind

"Twilight sparkle's coming!"

"Celestia's personal prodigy and a powerful mage? we're doomed!"

"Everyling run for your lives!"

"abandon hive!"

As the news spread like wildfire every changeling young and old began to panic.

When everything come's to chaos and order falls apart, when fear kicks in and anarchy takes hold. Somepony or someling must stand up for those they care for, to rebuild the castle's of order and destroy the armies of chaos, to break the grasp of anarchy and arouse the panic stricken crowds. You never know who will truly stand forth to lead light through darkness. Sometime they only show them selves when all others have failed or fled, after all what better time for a star to be able to shine than when all the other stars have gone out.

"Everyling, hold yourself together and listen to me!"

Besides who better to hold a swarm together than its queen.

The cave and hive mind fell silent immediately, A single resounding message could be heard through both,

"Yes my queen," a hundred voices responded at once.

"If we believe we have lost then we already have, if we want to make it through this we must keep our heads." Fluttershy had gone from her normal timid self to a calm collected monarch, this always seemed to happen whenever the ponies or changelings around her failed she suddenly stood up and took control, this was one of those times.

"No changeling is to leave the hive unless I say so, also all food is on ration until we are safe. Finally no more larvae are to be produced until I say so, am I understood?"

"Yes my queen" the voice's of changelings responded in unison again, untied under one mother.

"Now lets plan our course of action for how to deal with twilight sparkle, and no we can not capture her. Primrose, Rotor wing, Thunder hooves, Flora, Meet me in the emergency meeting room in ten minutes sharp, we can plan our way through this.

chapter 3 Night Time Eternal

Day of the 1000th Summer Sun Celebration

Outside Fluttershy's cottage

After Fluttershy had gained control of the situation and calmed down the hive, a plan was quickly formulated for how to deal with the oncoming threat. Capturing Twilight Sparkle was out of the question, she was far too powerful and even if they did subdue her, the absence of Celestia's prize pupil would definitely cause ponies to investigate.

With aggressive action off the table, the idea was proposed to do what changelings do best, deceive. As the group ran through the plan, it appeared to be sound. Fluttershy could continue helping the celebration along, doing her part and just acting like her normal shy self, there would be no reason for Twilight Sparkle to suspect anything. Rotor and Flora both agreed to the plan immediately, Rotor was always a fan of deception and Flora didn't want any one to be hurt.

Primrose was at first in disagreement, due to the risk to Fluttershy if the plan failed, but Fluttershy convinced her that it was for the hive and necessary if they wanted to evade the wrath of frightened ponies. That left Thunder Hooves, he was by far the most aggressive changeling in the hive, if anyling was going to be a military leader it would be him. He didn't agree with the plan but he was out voted four to one.

After the plan was finalized, all that had to be done was put it into action. 'How hard can it be to be yourself?' Fluttershy thought. She would do any thing for her hive, that's why she agreed to the plan in the first place. If the plan failed Fluttershy would be vulnerable to one of the most powerful unicorn mages ever known.

Which may explain why she felt absolutely terrified. Waiting out in the open, with no defence, teaching birds to sing.

The mayor had recognised her talent as an animal caretaker (it is Fluttershy's cutie mark) and asked her to organise the music, Fluttershy couldn't decline, both out of kindness and for the sake of her disguise. She just had to hope that when Twilight came, she would just see a nice shy pony who loves animals, no suspicion what so ev-

"TWEET TWEET TWEET" one of the birds sang, terribly off key.

"Oh my, stop please everyone" Fluttershy said quietly, trying not to frighten the birds. "Excuse me sir, I mean no offence, but your rhythm is just a teeny tiny bit off" Fluttershy whispered as gently as she could "Now follow me please, a one, a two, a one two three-"

"Hello!" somepony called.

"Aaahhh!" Fluttershy screamed, she turned around quickly to see who scared her and saw Twilight Sparkle, the potential doom of her hive standing right before her. Fluttershy's world began spinning, on the outside she looked fine, but on the inside she was terrified, panic stricken and confused, she could see Twilight's mouth moving, but in her panic couldn't make out the words. Fluttershy landed, trying to steady her thoughts.

"I'm Twilight Sparkle." Hearing the name of her hives greatest threat, pulled Fluttershy back to reality. "What's your name?" Twilight Sparkle asked.

"Um I'm Fluttershy." Fluttershy responded timidly.

"I'm sorry what was that?" Twilight asked again.

"Um, my name is Fluttershy." Fluttershy replied again more quietly than last time.

"Didn't quite catch that" Twilight said sounding a little more agitated.

"I'm Fluttershy," Fluttershy squeaked. Twilight still couldn't hear her, there was a very short silence.

"Well um, it looks like your birds are back" Twilight began, Fluttershy hadn't noticed they'd gone, probably scared away. "So I guess everything's in order, keep up the good work." Twilight began walking away, Fluttershy tried to say something else, but it came out as another squeak, she was just happy her hive was no longer in danger.

"Are you ok mother, your panic was spilling over the hive mind again, did you talk with Twilight?" The message was from Primrose. Fluttershy was about to respond, but then she remembered she was supposed to have a normal conversation with Twilight Sparkle, to not arouse suspicion. What if she came back and investigated her house because of her actions? What if she found the hive?!

Fluttershy quickly began thinking of what to do, she needed a way to appear normal to Twilight, despite her nerves, something, anything. That is when a small baby dragon came out of a bush and began talking to Twilight.

" A baby dragon!" Fluttershy yelled, this was her lucky break. She may have also then knocked Twilight over in her excitement, without even noticing. 'Ok' Fluttershy thought, 'I need to get on Twilights good side.' "Oh I've never seen a baby dragon before, he's so cute!" Fluttershy as a changeling queen had studied dragons in case they where a threat to her hive, so she knew a lot more than the average pony did, also the average pony knew nearly nothing about dragons, she could use that to her advantage, faking a lack of knowledge.

"Well well well" the dragon responded. "Oh my, he talks, I didn't know dragons can talk, that's just so incredibly wonderful, I, I just don't even know what to say" Fluttershy pretended to be surprised by this fact. Suddenly Twilight Sparkle picked the dragon up in her magic and said "Well in that case we better be going." Fluttershy wasn't going to let this chance slip away that easily, "oh wait, wait, what's his name?"

"I'm Spike" the dragon replied back. "Hi Spike" Fluttershy continued, "I'm Fluttershy, wow a talking dragon! and what do dragons talk about?" "Well what do you want to know?" Spike asked. "Absolutely everything" Fluttershy said enthusiastically, she was so caught up in her own conversation she didn't even hear the groan escape from Twilights mouth.

Fluttershy tagged along, listening to Spike recount his entire life story, although she was here to stop herself from looking suspicious. She still found it very interesting. She also sent a message back to the hive, saying that everything will be fine and that all her children should be able to sleep soundly tonight. As she approached Twilights temporary house, a library built into a tree. Fluttershy stopped to check the local emotion and Twilight was not happy.

This was very very bad and Fluttershy probably would have gone into another panic cycle, if she didn't also sense lots of ponies inside the library, including one extraordinarily happy and energetic pony, that could only be Pinkie Pie.

Pinkie Pie was throwing a surprise party. This was her chance, her last chance to be friendly towards Twilight, for the sake of the hive.

"And that's the story of my whole entire life up until today. Do you want to hear about today?" Spike asked "Oh yes please Fluttershy responded, though this time more so she didn't sound suspicious. Luckily for her, Twilight cut the conversation short and made an excuse that Spike needed sleep. It wasn't a very good excuse, but Fluttershy had to go along with it and even say she would help put Spike to bed, but Twilight quickly grabbed Spike, said goodnight and slammed the door.

It was only a few seconds later when Fluttershy heard the word "Surprise!" signaling that the party had started. Sure enough, there where streamer's and balloons everywhere, somepony was even nice enough to open the door for her.

It wasn't long before she heard Pinkie talking to Twilight energetically about making friends, she ran over to try and talk to Twilight, only to see her turn and bolt upstairs. Apparently she accidently poured some chili sauce into her drink, burning her mouth.

Fluttershy spent most of the party just walking around, thinking how to get out of this bind. Only then, looking back on the day did she realise that in the heat of the moment she had forgotten to check Twilight's emotion, and when she had Twilight was only annoyed with Fluttershy, no suspicion. We all make mistakes when we panic, and hindsight is always 20/20, though Fluttershy was still very embarrassed with herself.

To pass the time, Fluttershy began to think about her children. Even though she wasn't their mother in a traditional sense, they still cared for each other and unlike most queens, who just use it as a title, to Fluttershy it meant something special. When changeling larvae DNA is replicated, you would normally get an exact copy of the original in every way, at least with normal magical energy, when emotional energy is used you tend to get variations in changeling personality.

Most changelings learn how to act from the instructions of their queen and those add to their morals and personality, but it never overrides the original personality, it just builds on it. That's why, whilst a lot of changelings in Flutteshy's hive are shy, yet kind in nature, you get variants like Thunder Hooves, who is very aggressive and like Rotor Wing, the drama king. Yet even if Fluttershy could get rid of the changeling personalities and make them all like her, she never would.

As the night started drawing close, Fluttershy decided to leave the party early, so she could collect her birds in time for the Summer Sun Celebration. As Fluttershy left the library, she thought about how worked up she had gotten over nothing, this night would be like every other normal night. Fluttershy had no idea how wrong she was.

Five minutes before midnight, on the day of the 1000th Summer Sun Celebration

Ponyville town hall

"Tweet, tweet tweet tweet tw-tweet tw-tweet." Fluttershy's birds where singing perfectly, all the ponies of Ponyville were there and the celebration was well underway. At the end of the day though, Fluttershy was just happy nothing had actually gone wrong. As Mayor Mare stepped up for her speech, it truly seemed that everything was going to be ok.

As midnight closed in and the Mayor's speech began to reach its climax, Fluttershy could feel an odd presence, somepony full of rage, anger, and jealousy, to the point where these emotions had cloaked this ponies true colours.

Whilst this was definitely rare, it was unfortunately quickly forgotten when Fluttershy heard her cue.

"Ready?" she asked her little birds, they all nodded "Tweet tw-tw-tweet tweet tweet!" the birds where accompanied by trumpets, as the large curtains opened up to reveal!

Nothing.

Fluttershy was shocked, Princess Celestia bringer of day, protector of harmony, ruler of Equestria, was gone. At first Fluttershy couldn't believe it, but this fact was only confirmed when her friend Rarity took a look around behind the curtain and came back announcing;

"She's gone!" To make matters worse the odd presence was getting stronger and stronger, whoever this pony was they were getting very close.

"Aahhhh!" Pinkie Pie screamed, as a thick layer of darkness began covering the area where the Princess was supposed to be, but this darkness wasn't just darkness, it was alive, it was the cause of the strong negative emotions. The darkness began forming together, twisting its form, until it became that of a pony as tall as Celestia and like her had both wings and a horn. When Fluttershy saw this creature her heart dropped like a stone, as her head played one single message over and over again 'Nightmare Moon.'