Fright Night in The Everfree Forest

by shademaster24601

Rating: everyone
Tags: Comedy, Adventure, Alternate Universe
Length: 9616

Princess Luna makes a bet with a diabolical pegasus with a talent in terror. Now it's up to the elements of harmony to make sure he doesn't win, but can they last the night without screaming?

Get ready for fun and chills as we travel deep into the dark of the wood. A bet made by princess Luna will pit the mane six against a sinister mind, who will stop at nothing to make them scream their hearts out. Nothing says "friendship" like wandering around in the dark with a maniac, right?

Author's note: This is something I made a long time ago. It was my very first MLP fic ever and I'm finally moving it to FIMFiction. Keep in mind that it is very dated, taking place between seasons one and two, and some details are very different from present day canon.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-07-08 13:50:02 UTC

Chapter 1

On a night of pure calm, a night of clear stars and a full moon, things were perfectly fine in Ponyville. Little fillies nestled into their nice cozy beds, shops started to close down, and everypony seemed to be shutting down for the evening. Rainbow Dash didn't make it home, thinking it best to rest her little head on what might just be the only cloud in the sky. Pinkie Pie was easing off a five hour sugar rush, rolling back and forth on a carpet in her little loft, she then tried to set her alarm clock, but was met with a static jolt that knocked her out. Twilight was getting in some late-night reading, Rarity passed out at her sewing machine, Fluttershy slept peacefully in front of a cozy fire place, and Applejack had just tucked in Applebloom for a good night's rest.

Two ponies, however, were not so ready for bed. Lyra wanted to do something nice for Bon-Bon, so she planned a picnic for two under the stars. Bon-Bon knew Lyra had the sweetest intentions, but couldn't shake one slight detail. "I still can't believe I let you talk me into going into The Ever Free Forest at night."

Lyra could sense her partner's stress and leaned in close to comfort her. "Don't worry. I checked this path over and over. There's nothing that can hurt us."

The cream colored pony couldn't stop glancing about. "But what if we get ambushed by a manticore, or turned to stone by a cockatrice."

Lyra rolled her eyes, smiled and gave Bon-Bon a reassuring nuzzle. "Don't be such worry wart. There is nothing to be afraid of."

As if on cue, there was a crack of thunder and the howl of a wolf. Strange part is that there wasn't so much as a hint of bad weather a minute ago. The two ponies were frightened. They clung to each other and shook with fear.

Lyra figured it was a good idea to change her mind. "New plan, let's go home."

Bon-Bon gave a nod. "Yeah, all of a sudden a quiet night at home with hot chocolate sounds pretty good."

The two ponies turned to rush home, but were shocked by a new discovery. Lyra pointed it out first. "Wait…isn't this the way we came?"

Bon-Bon confirmed her fears. "I don't think that bush was there a second ago."

They were already freaking out, but what happened next was almost traumatizing.  The mysterious bush, concealed in the dark, began to shake, what looked like two horrible clawed arms raised up from the sides, two angry looking eyes peered from just below the top, like two holes that you could use to see straight through the dark to the path behind. Then a mouth, with jagged teeth like something cut out of a paper doll. The pair was terrified by the shape, as it rose from the ground, threw up it's arms and let out a dreadful roar. "Rrrrraaaaagh!"

Lyra and Bon-Bon screamed at the top of their lungs and ran away from the creature. After 30 seconds of running in a panic, another silhouetted beast dropped in front of them, floating just inches off the ground. Like the first, you could see clear through the features in the face, but this one looked more mirthful than angry. It let out a ghastly, high pitched, cackle through it's wicked, sharp-toothed, grin. "Eeeeheheheheheheheeeehhh!"

The pony couple screamed again, even louder, then bolted to the left. As they ran they heard another laugh, this one deeper and more sinister. "Ahhhhahahahahahaha!" It didn't take the girls too long, at this new fear induced pace, to run into a new problem. Two ravens shot out of a bush in front of them and attacked. Now the birds made the experience pure terror, grabbing at their manes and their tails, shrieking in their ears, but they never harmed them. The crows did manage to drive the terrified ponies in the direction that would lead them right back to Ponyville. Now we draw our attention to the clouds, or rather cloud.

Only one cloud in the sky that night, small, but loud enough to cause the earlier thunder clap. On this cloud, watching the two frightened girls run away, was a pegasus. His coat was black as coal, his mane, if straight, would reach about the center of his neck, but it stood out in many directions, messy and white as snow. His tail was smooth, until the end where it turned messy like his mane. His cutie mark was a smiling skull and crossbones.

However if you were looking at him, then you'd notice the grin on his face, as he laughed at the two unfortunate ponies running for their lives. "Mwahahahahahahhh! Oh, oh, that…bahhahahahahehehe! That's too rich." He unfurled his wings and fell back onto his fluffy black noise maker and gave a content sigh. "There's nothing better than the sound of a couple of class-A scardy-hooves wandering into my little traps." He got back up and smiled as he dove off the cloud. He retrieved the two monsters from where he had them strung up. They were just something he threw together from tree-branches and leaves from various plants. He flew at a relaxed pace returning home to a tree-house he made in a large tree near the center of the forest.

He was humming something along the lines of "Here Comes the Boogey-Man" as he heaped the fake creatures into a corner of his porch. He was in the process of entering when he noticed the dusty plaque on the wall a few steps from the door. It read "This is the lair of Fearwing Shadowhoof. If you're trespassing, then get ready to scream like you were about to kick it." With a smile, our wicked new friend dusted it off with his wing. His home was decorated with items of the macabre. Fancy little talismans that hung from the ceiling to give him good dreams, little statues of various monsters that he bought with whatever money that his victims drop when they run away. The floor was wood, a single bed with black sheets and big fluffy pillows he made himself. On one wall was a book shelf filled with every horror story he could get his hooves on.

While he was admiring his home, he heard a tap at the window. Fearwing couldn't help, but let out a little laugh as his ravens returned from escorting the screaming ponies home. The two birds circled around the room a bit until he opened their cage, gave it a tap, then called to them. "Edgar, Vincent, come on now. We've had our fun, now it's time for you to get some rest." Without hesitation, the birds did as told. Once they were in, Fearwing closed the cage door and draped a little black tarp over it. With his birds secured for a good night's sleep, our mischievous little friend walked over to the open window and took in a good breath of the night air. Fearwing seemed to be at peace for a moment, but as he gazed at the beautiful dark sky, he noticed something. The faintest splotch of a little extra darkness that seemed to glide across the sky and he could swear it was moving the stars. This signaled that he knew just what it was and was more than happy to see it. He took off into the air as stealthy and as quick as he could.

The flying object that caught Fearwing's eye was none other than one Princess Luna, performing her nightly task of bringing up the moon and organizing the stars. She was enjoying the night, but couldn't shake the feeling that she heard screams earlier. Although Luna considered herself pretty unshakable, even she wasn't ready for a crazy wad of moss with wild eyes and insane grin to shoot up in front of her and shout "Ooga booga booga!"

Luna let out a shriek of terror and crashed right into the thing, becoming tangled in a mess of vines. She started to fall and her gaze was forced downward. "Oh no no no no no!" She kept falling until she passed through the top of a tree and the vines caught her. She stopped falling just a foot away from the ground. For a while, all she could hear was her own panicked breathing, but then her fear slowly started being replaced by confusion.

There was laughter. Hovering around the trees, making his way toward her in a hysterical fit, was Fearwing. "Hahahahaha! Oh oh, you should have seen your face! You were all like, waaaaahhh! And I was all like, woooooohhhhh! Heheheheheheheeee!"

Luna looked at him wide eyed and open mouthed, but then clenched her teeth and glared furiously. "Fearwing! You jerk, I could have been killed!"

He flew in close so they were nose to upside down nose. "Awwwwww, come on Luna. Give me some credit. Do you really think I would ever let anything bad happen to you?"

She looked into his eyes with an annoyed expression. "You almost gave me a heart attack."

Fearwing landed and gave a little bow. "Why thank you. I mean I really didn't think I was gonna get that up in the air for that intercept, but I gave it the old clown college try and the launch went gloriously."

Luna was unamused. "Can I get down now?"

He grinned and looked at her with a smart-alec raised brow. "What's the magic word?"

She rolled her eyes. "Please?"

He placed a hoof under his chin and pondered for a moment. "Was that a question, or..."

Luna angrily interrupted. "Fearwing!" Our wicked friend started to zip around her at an impossible to track speed and, at some point, she became untangled, falling flat on her back. "Thanks." she said with a dulled sarcasm.

Fearwing sat down next to her with a look of satisfaction. "You're most welcome."

Luna rolled over and pushed herself off the ground. She spotted a pond ahead and, noticing the moss stains that little trap left, she figured she might as well wash up. She walked up to the water with Fearwing cheerfully trotting beside her with a grin that got on her nerves. When Luna reached the water, she leaned in and started washing the green off of her coat. "Why do I put up with you?" She asked her unwanted companion.

Fearwing kept smiling and gladly answered. "Because beside you I'm the only one up at this hour and you enjoy the company, even though you'll never admit it since I scare you silly every chance I get."

The princess for the moon rolled her eyes, but mainly because it annoyed her that he was right. "Could you at least ease up a little? I could really get hurt on one of these crazy contraptions."

He thought for a bit, as she finished washing , pulled up and spun in the air to dry herself off. When she landed on the shore, he strolled right up next to he rand gave her a little nuzzle. "Okay, I'll stop with the big stuff. Although just jumping out and going boo isn't as much fun. I'll do it for you, cause your my best friend."

She smiled and gave him an accusing look. "Fearwing, beside the crows, I'm your only friend."

He seemed saddened. "First of all, they're ravens. Second, ow, my pride."

Luna gave a little laugh. "I will admit, that that one just now was a pretty sweet scare. How do you come up with all this weird stuff?"

Fearwing turned so his flank was visible. "Check the cutie mark. Girl, I was born to terrify. I doubt there's a single pony in all of Equestria that I can't scare. I even gave your sister a jolt with that whole 'ghost' in the bedroom window bit."

She couldn't help but giggle. "Hmhmhmhm. That was priceless. You know, she still sleeps with a nightlight on."

He added in. "Ha."

Luna went on. "However, I do believe there are at least six ponies who you won't be able to scare."

Fearwing leaned in for a better listen. "Is that a challenge I here?"

She tried to brag a little. "Well, if you're up for it, then maybe it is."

He rubbed his chin and thought for a moment. "Hmmmm, what do you propose?"

Luna put on a mischievous grin of her own. "Well if you can frighten all of them, which means you have to make them scream, then...I'll pack up my things and I'll move in with you."

Fearwing was excited. "Really? Awesome! Oh, you're gonna love it, I'll add a new addition to the house so you have plenty of room, we'll put in some carpeting, get some indoor plumbing, maybe a puppy..."

The alicorn placed a hoof under his chin to keep him from gabbing. "However, if even one of these ponies isn't terrified by sunrise, then you lose the bet and you have to stop putting the scare on ponies until I tell you different."

He was less enthusiastic at this. "Oh...will you still come by to visit?"

She draped a wing over him to comfort him. "Of coarse. I care about you too much to let you be miserable and alone."

Fearwing perked up. "Great! It's a deal. Now, exactly who are these brave ponies that you have so much confidence in?"

Luna smiled and answered his question with one of her own. "Tell me Fearwing, have you ever heard of the elements of harmony?"

Chapter 2

The next morning, things seemed to be going rather pleasantly for everypony. Especially for one pegasus, who had just perfected a new routine in her quest to impress the Wonderbolts. Rainbow Dash smiled with a warm sense of pride in her heart as she perfectly executed another string of loops, rolls, dives, and altogether flashy maneuvers. She had been training hard and was excelling marvelously, but still couldn't do the one thing that she set in her mind to accomplish, create a Sonic Rainboom at will. The times she did do it were all moments of great effort that caused the event at random.

She felt great and felt even better with the ever gentle cheer of Fluttershy. "Great job. Yahoo."

Rainbow Dash shook her head and smiled as she went in for the landing. "Fluttershy, remind me that we need to work on your presence a little more. Be assertive, it'll make you stronger."

The yellow Pegasus looked away and her mane covered half her face. "Oh...well I suppose...if you really think so."

Rainbow rolled her eyes, but kept smiling. "See, that's what I'm talking about. Be bold, speak your mind and speak it loud. It'll be hard to get noticed if your...Wait a sec. What is that?" She asked as she noticed something in the sky to the right.

Fluttershy looked in the same direction. "A cloud? Uh, don't we see those all the time?"

The blue pony gave her friend a look. "I know what it is. I mean, what's it doing there. I cleared the sky when I came down here, so I would have room to practice."

Fluttershy gave it a closer look. "And that color. It's awfully dark for one lonely little cloud."

Rainbow's eyes widened at the realization. "Hey, yeah. Normally they only get like that if there's a massive storm coming. But one cloud?"

The two were curious to the discovery, so they decided to examine it. They flew up to it, but when they got within a few feet, 'BOOM' a clap of thunder that one wouldn't expect from such a source. The sudden burst of noise petrified poor Fluttershy, causing the involuntary reflex of her wings locking to her sides, which in turn caused her to fall. Now, at the height they were at, the impact of the fall could have injured the timid pegasus. Rainbow Dash noticed this and immediately rushed to catch her friend.

Fluttershy had been caught just in time. "Oh, thank you Rainbow. I thought I would end up in the hospital."

Dash was both relieved that Fluttershy was okay, but also took a bit of pride in her quickness. "Aww, it was nothing. I'm glad I could help."

Once the two were safely on the ground, they were knocked off there feet. Anyone who shared this experience would describe it in the same way. They were ambushed by a strange pink blur. "Girls! I've been looking everywhere for you. First I went to Rainbow's place and I knocked and knocked, but then my head hurt. So I ran to Fluttershy's, but I couldn't find her so I thought I'd ask Angel, but I think Gummy scared him, 'cause he ran away. Did you know bunnies can run really really fast?"

Fluttershy tried to get her attention. "Uh, Pinkie?"

Pinkie Pie just went on. "So we ran around about fourteen times and then we got dizzy and passed out."

Flutter shy tried again. "Pinkie."

The hyperactive earth pony went on. "I had this really crazy dream where baked goods were trying to eat me, then I woke up and Angel and Gummy were fighting over a carrot."

Fluttershy was going to try again, but Rainbow Dash put a hoof on her shoulder and gave her a look that said 'I got this'. She then let out a loud and annoyed. "Pinkie Pie!"

Pinkie snapped back to the present and looked down at her two friends who she had pinned and smiled. "Oh, hi girls. Listen, you've gotta come down to Sugar Cube Corner."

Fluttershy asked the obvious. "Why?"

Their excited friend looked nervous. "There's no time to explain, come on." And she bolted as mysteriously fast as she arrived.

The two pegasai exchanged looks, then Fluttershy spoke up. "Well, I guess we better get going."

Rainbow Dash nodded. "Okay, but first I want to take another look at that...wha?" She was looking in the direction of the strange cloud, but to her surprise, it was gone. "Where did it...I mean it couldn't have just... Ah, forget it, let's go."

And the two flew off toward Sugar Cube Corner. However, something was amiss. In the trees, just behind where they were standing, a dark shape rose from the top branches. Like a ghost, the dark cloud had risen from the line, then two black hooves poked out of the front and pulled open a hole in the thick cloud. Two golden eyes peered through with sinister intent. Behind the haze, Fearwing watched the girls run off to their destination, his ravens with him at both sides.

He couldn't help but laugh a little. "Hehehe, this is gonna be too easy. Pay attention boys, for this is the start of the most important part. Planning, can bring everything to perfection, no matter the effort." Edgar, on the left, gave a series of caws and Fearwing answered with a smile. "Well, of coarse I'm still going to go all out. If we win this bet, then Luna's gonna live with us. You'd like that right?" The two birds cawed with glee and their master joined them in the laugh.

At Sugar Cube Corner, a small crowd gathered around two certain ponies. Lyra and Bon-Bon arrived that morning in a cold sweat. When asked what was wrong, they became frantic in recalling the trauma of the night before. Twilight, Applejack, and Rarity were able to get in the front of the gathering. Everypony had a look of concern for the frightened pair. Mrs. Cake thought the girls looked cold, seeing as they were shivering with fear. "Here, girls, have some nice hot chocolate and fresh from the oven cookies."

Lyra nodded. "Thank you."

Twilight felt sorry for them, but was curious. From what she heard, the two had simply been freaked out in The Everfree Forest. "I'm sorry girls, but exactly what happened that put you two in such a fit?"

Bon-Bon was the first to answer. " We went for a star-lit picnic, but we were ambushed by evil creatures. The horror, the horror!"

Lyra went on. "It was awful! There was this angry beast that blocked our path home, then a wicked fiend that intercepted us when we ran, and when we turned into the trains to get away from that, there was this evil laugh that ripped through the skies and two horrible monster birds shot out of a bush and chased us all the way home."

Unnoticed by the crowd inside, two ravens, hidden in a dark cloud behind a window, watched the recounting in silence. They felt a warm sense of their master's pride as he draped a wing around them both.

Rarity felt concern for the two. "Oh, you poor dears. I can't imagine what it must have been like. You must have been positively terrified."

Applejack added in her own thoughts. "Well, honestly, going into the Everfree Forest at night is just askin' for trouble. Any number of nasty critters could jump out at ya. Right Twilight?"

The purple unicorn shook a bit herself. "Ugh, don't remind me. I still have nightmares about getting turned to stone by that cockatrice."

Rarity gave them a look. "Show some compassion, you two. Lyra and Bon-Bon have had a tragic experience and deserve our support."

Twilight and Applejack looked down with a sorry look about them. Lyra interjected. "Thanks Rarity, but it's alright. We're just happy to be home where it's safe."

Everypony went back to their normal routines. Pinkie Pie came back with Fluttershy and Rainbow Dash, just in time to hear Lyra's explanation. They hooked up with the rest of the gang and they discussed the situation. Mostly they talked about what might have been responsible, or why it happened to Lyra and Bon-Bon. After a while it moved on to standard conversation, such as how 'have you been, or what's new'

All the while the six had no idea they were being watched. Fearwing and his ravens hung on to every word, trying to get a grip on who they were going to terrify. The wicked Pegasus smiled a sinister smile. "Oh this is too perfect. Soon we'll be able to make them scream with true fear. So far, I've got that yellow pegasus with the pink mane and the white unicorn with the purple, Fluttershy and Rarity if I have my names right." Vincent brushed his wing along Fearwing's side to get his attention. Once he had it, he pointed out the pink earth pony. "Oh...her. Don't worry about her, I'll handle it. That just leaves Twilight Sparkle the unicorn, Applejack the earth pony and Rainbow Dash the pegasus."

As he finished his tally, two royal guards barged in the front door. Fearwing glared at them, he couldn't stand the unflinching seriousness on their faces. They approached the six and informed them that their presence was requested at the palace. Fearwing noticed mixed reactions, smiles and shocked looks of astonishment. He was pleased, even clapped his hoofs a little. "Perfect! Okay, boys, they're going for the set up. Once they've been given their orders, they'll each head home to prepare. Edgar you'll follow Twilight, Vincent you take Applejack. I'll keep an eye on miss Rainbow Dash. She might be fast, but she isn't nearly fast enough to get away from me. Oop, they're heading out. Come on, I wanna see how Luna pulls this off."

It didn't take long for the six to load up in the escort carriage to Canterlot. They rolled out and lifted off the ground in a steady yet swift pace. Perfect for a certain dark cloud to follow behind and not be seen.

Chapter 3

The palace looked as magnificent as it ever had. Without the hustle and bustle and eventual chaos from the grand galloping gala, one could truly appreciate the fine architecture. The guards led the girls through the main entrance, through the lobby and up the stairs. No one was aware of the three black blurs that zipped in between shadows following them. The girls couldn't help but let their eyes wander and admire the look of the place.

Twilight started to wonder why they where called. "So, did the princess say anything about why she needed to see us?"

The guards kept their attention forward, but one did answer. "The princess simply had us retrieve you six. You'll find out the reason when you see her."

Rarity gave Twilight a little nudge. "Really, darling, what does it matter why? A private audience with the princess is such an honor."

Twilight seemed content with it. "You're probably right. Still, I can't help but wonder why she didn't just send me a letter. What's so urgent that her guards had to come and get us?"

The question went unanswered as they made their way to the throne room. When they reached the door, the guards let them continue on their own. The girls entered in a calm and polite manner, except for Pinkie Pie, who became so distracted by the colorful tapestry that she walked into a marble column. When they reached their destination, they all bowed. There, on her throne, was Celestia in all her glory.

The princess smiled. "Hello, girls. It's so good to see you all again."

Twilight smiled. "Likewise, princess. Although, we were rather surprised by the invitation."

Celestia felt a tad embarrassed. "Yes, sorry about that. I didn't think the guards would take it so seriously. I just wanted a chance to catch up and get to know my faithful student's dear friends."

Pinkie Pie couldn't help herself. "Awwww, that's so sweet."

Hidden behind a column, surveying the meeting, Fearwing had a different opinion. "Oh, blehh! No one needs to be all that sweet unless they have a lot of bitter to make up for." Edgar and Vincent each gave a nod. The trio continued their spying in silence.

Celestia got up and motioned to a door on her right. "Please, it would be fantastic if you'd join me for tea."

She went on through and the girls followed. Rarity stopped for a moment to savor the moment. "Tea time and socializing with the princess. Rarity, you're moving up in the world." She then happily trotted off to join her friends.

Fearwing and his ravens came out from their hiding spot. The dark pegasus took a moment to muse on what he just saw. "Hmmmm, what a vain, spoiled, stuck up little brat. I'm gonna get her good." Vincent gave a caw and Fearwing turned his gaze sharply to him. "I know this is taking a while. Just bear with me and find a way into that room unnoticed.

The get-together couldn't have gone better. There was music, laughter, and they ended by reminiscing about the events of the gala. Everything from Applejack's failed sales attempts and Rarity's dreadful date with Blue Blood, to Pinkie Pie's plot to liven up the party and Fluttershy's little meltdown.

Twilight was fighting back a laugh. "Hehehe, When you came bursting through that door, I couldn't tell how many ponies just up and fainted."

Fluttershy blushed. "Oh...gee, I didn't mean to cause such a panic. I was just looking forward to seeing all of the animals so much."

Celestia smiled. "Oh, it's all right, dear. I'm sorry you had such a rough time with them."

The yellow pegasus was quick to protest. "Oh no, princess. It was all my fault. I should have been more gentle."

"Well, well, well. What have we here?" Everypony turned to see who it was and they were surprised to see Princess Luna. "I'm surprised that no one sent me an invitation"

Celestia was a pinch shocked, but was more than willing to extend a welcome. "Sister, of coarse. I thought you were still resting from last night. Please, do join us."

Luna smiled, walked over and took the open seat next to Pinkie. The earth pony was enjoying a cupcake and didn't notice the princess of the moon for a few seconds. When she did, she gave a big smile. "Hey, I know you. Queen meany. How've ya been."

Luna didn't exactly know how to react. The name was kind of uncalled for, but she could tell Pinkie was just being friendly. "Um...I've been fine. And my name is Luna by the way."

Pinkie just kept smiling her usual smile. "Okay, hey are you alright?"

The teal eyed alicorn was confused. "Yes. Why?"

The pink earth pony shrugged. "I don't know, but you seem like you could use a hug." And she did just that.

Luna didn't know what to make of it. "Uh..wow...um, thanks." She returned the hug. Luna had never seen any pony who did that just for that simple reason, except...but she tossed the thought aside and the two left the hug. "Listen, I'm glad I was able to catch the six of you while you were here. I have a favor to ask."

Applejack could sense something was up. "What'cha need sugar cube?"

The young princess seemed ashamed. Her older sister reassured her. "It's alright Luna. You can tell us."

Luna looked like she was about to cry. "Well...It's about something important to me. A blanket that my mother gave me when I was very little. I've always kept it close and it was so cold last night, I brought it along to keep warm. There was a gust of wind and...and I lost it over the Everfree Forest."

Rainbow Dash didn't believe it. "You're kidding me? Are you seriously asking us to go into the Everfree Forest just to look for your dumb old baby blanket?"

Twilight gave her friend a well deserved bump for that. "We'd be happy to help."

Luna smiled and she let a few tears drop. "Thank you. Thank you all so much." Pinkie gave her another hug. "I'll meet you at the library at sun-down."

Luna, her sister and the six spent a little more time enjoying each other's company and after awhile, the six departed to rest up if they were going to do some late night searching.

Luna retired to her room. She entered with a cloth held in the glow of her magic. Her horn glowed a dark purple as she dried away the tears from earlier. A voice took her by surprise. "Trouble turning off the crocodile tears?" Luna turned with a start to find Fearwing at the foot of her bed, forelegs crossed and giving her a look with that slick smile of his. "Your missing blanket? You're terrible."

Luna gave a smirk back. "I had to do something to get them on your playing field."

Fearwing didn't pay the excuse any mind. He found himself distracted. "I love this bed of yours. The sheets are so soft and fuzzy." He kept smiling his little grin and started rolling back and forth.

She rolled her eyes. "Can we stay on subject?" She used her magic to lift Fearwing mid roll and levitate him off the bed and over the floor. She proceeded to drop him like a rock. "Are we clear on the terms."

He shook his head after the impact and looked up at her, still with that con-artist's grin. "I got it, I got it. You bring them to the forest at sunset, I have until sunrise to make each one scream. How am I gonna be sure you know?"

Luna smiled. "I rule the night, remember? I know everything that goes on under the moon." She gave him a stern look. "I expect your best, but I trust you know not to hurt any of them."

Fearwing stood up and gave a salute. "Yes, my captain!" He made his way to the window and opened it as his ravens joined him from the shadows. He turned back to Luna for one last word. "You know, you'd better hope that I win this bet. When it's all said and done, and they find out you set them up for this, they won't be able to trust you anymore."

Luna hadn't thought about that. She seemed saddened. "Can we...not tell them?"

He smiled and gave a wink. "My lips are sealed. Fair warning though. I will win this." He took off out the window at great speeds. The black pegasus and his ravens became a blur of darkness in the light sky, then disappeared into a cloud.

Chapter 4

Luna had a good bit of time before she needed to head to the library. She felt like just hanging out in her room. First thing she felt needed to be taken care of was the bed. After Fearwing's little visit, it was all a mess. The sheets were all ruffled and a pillow was out of place. Not wanting to look like a slob if Celestia stopped by to check in, Luna let her magic do it's thing. With her horn aglow, the sheets straightened themselves out and the pillows were fluffed and perfectly set back.

The alicorn smiled. "Excellent. Although, I'm pretty sure those are just going to get messed up again." She thought for a moment about what to do next. Then it hit her that she hadn't stopped by her mirror in a while. As she made her way to her nightstand, she hummed a little tune that would buzz about her head in a slow moment. It wasn't a real touch up, she just used her magic to pull out her brush and run it through her mane. She was in no sense self centered, but she had to admit, she was beautiful.

Luna found herself admiring her reflection. "Ah, how do I do it? I don't know if it's the sparkle in those teal eyes, or that cute little smile, but I'm simply a treat." Her gaze left the mirror for a glance at something in the corner. "Awww, I almost forgot about you." It was a flower, planted in a uniquely decorated pot of soil. The cryptic images etched in white on the black pot caught the eye, but the real beauty was in the rare flower it held. A blue rose with a black stem. This flower meant a great deal to Luna, although she would only admit it to herself.

She left the stand for a second or two and came back with a small watering can. "There, you like a nice little drink huh?" She heard somewhere that talking to plants helped them grow. She didn't know if that was true, but she liked it because hardly anypony other than her sister dropped by to chat, and of coarse Fearwing would find a way to open the window from outside if he had missed her the night before.

On that thought, she gave a little sigh. The flower brought mixed emotions into her heart, with memories of the night she tried to take over Equestria as Nightmare Moon. She hated herself for all the terrible things that happened, all that she had done to her sister and the ponies. However, one thing kept her from crying, the one thing that made it the best night of her life as well as the worst.

It was well into the eternal night plan. Everything was shrouded in an unnatural darkness from which it would not return, Ponyville was in a panic, and six certain ponies were trying to stop Nightmare Moon. The sinister, self-proclaimed, queen had tried to deal with them at two separate points and had just set up the third. She was becoming increasingly frustrated.

Nightmare Moon, angered by the group's progress, went into a deeper part of the forest to blow off some steam. "Rrrrr, those little pests! A thousand years I spent trapped on the moon, a thousand years! Now, I'm finally back home, turning things in my favor for a change! If they take this from me I..I...I'l just...Rrrrrrah!" She kicked the tree behind her in a rage and it shook to it's very roots.

She was then surprised by a sudden snap and a call from above. "Look out!"

Just as she turned to see what it was, something fell on her back, knocking her to the ground. She raised her head, wincing from the sudden pain from the impact. It only hurt for a second, but it was the last thing she needed to have happen at the moment. She looked back to find the object was a pegasus. A coat that was pure black and his mane and tail were white and messy. He was still on her, his back to hers, rubbing a hoof on the top of his head.

He looked at her, eye to eye, and gave a little smile. "Heh, nice kick."

The wicked alicorn was not amused. She shot back up on her feet and sent him to the ground, belly first. "How dare you? Do you know who I am?"

He pulled himself off the ground and answered as he stretched out the impact. "Let's see, you are Nightmare Moon, if I'm not mistaken. You took control of Equestria from your sister earlier tonight, correct?"

Not expecting an answer, her eyes widened. "Uh...yes. How did you...?"

The dark pegasus finished his stretching, spreading his wings as far as they would go. "Oh, I snuck into that little party they were throwing in town, so I could raid the snack table. You caught me with your grand entrance just as I was about to make my getaway."

Nightmare was, confused. "You seem so relaxed. The others reacted to me with fear."

He smiled. "Well, I'm not easy to scare. Matter of fact, I'm usually the one doing the scaring. Besides, I kinda like the idea of an eternal night."

The mistress of the night just couldn't lose the look of wide eyed wonder. "Really? Why?"

Her reaction made him smile more. "Well, what's not to like. You see the most fascinating creatures at night, hear the most wonderful sounds. Plus, it's easy to find ways to frighten ponies in the dark."

She smiled. "You're a strange one aren't you? What's your name?"

He gave a bow. "Fearwing Shadowhoof, master of fright and demon of night. At your service."

The fallen princess tried to suppress a little laugh. "Hmhmhmm, a very odd name. It doesn't seem real."

Fearwing blushed a little. "Well, it's not my real name. Just something I came up with to go with my new life here in the forest. It sounded better at the time."

Nightmare took on a serious note. "As interesting as this meeting has been, I have business to attend to."

As she turned to leave, Fearwing said something that shocked her. "Still trying to deal with those ponies heading through the forest?"

The alicorn turned back to him wide eyed. "How do you...?"

Fearwing sat back against a tree and folded his front hooves behind his head. "Oh, I make it my business to know everything that goes on in this forest. After that little show at the party, while you were tailing that unicorn who ran to the library, I was tailing you."

Nightmare glared at him. Her eyes flashed and a clap of thunder rang through the air. "Of all the nerve! You'd dare stick your nose into my business?"

He held up a hoof to silence her, then met her gaze with his own, unnerved one. "First of all, no need to raise your voice. I'm right here. Secondly, I never got in your way, I was simply watching. And from what I've seen so far, you're not doing so well."

She rolled her eyes. "And I suppose you could do better?"

Fearwing gave her a bit of a look. "Sister, I could have those girls running out of here, exhausting their lungs screaming, in a manner of minutes."

Nightmare smiled for a moment. "Then why don't you? It would certainly save me a lot of trouble."

He laughed a bit. "Hahaha, trying to tempt me with my favorite pass-time, to do your dirty-work eh? Nightmare, you naughty minx." The flirty way he said it actually got the great mare of darkness to blush like a school filly. "Sorry, but like you said, who am I to stick my nose in your evening-o-fun."

She was a pinch miffed by that. "You certainly are brave, or stupid, to speak to me like this. Fine, then would you at least offer some advice."

Fearwing stood back up with a rather happy look about him. "Certainly. Now, I've noticed a few flaws in your schemes. First, the cliff fall. There were two pegasai in the group so there wasn't any real danger. The manticore was better; it put them in a situation that they couldn't control, but it was something they recognized, which made it easier to over-come. Also, I saw that little thing you did with the faces on the trees. It's creative, but it won't work. It's wild and they don't understand it, but it's all an illusion. All it would take is for one of them to call the bluff and it all falls to bits."

Nightmare didn't like being critisised. "Okay,okay. Enough pointing out flaws, tell me something I can use."

He took an apologetic bow. "Right, sorry about that. I'm not used to teaching. What you should do is give them something that's both real and something they won't understand. For example, if they continue their path, they'll have to cross a river where a particularly vanity obsessed serpent resides. If you can cause him some sort of misfortune, enough to make him an obstacle for the ponies, then they'll be faced with a real problem that they don't understand. I suggest doing something with his mustache. The fool treasures it above his own life. I know, because, a few times, I had to remind him to fight the current. The blasted fool was so obsessed with grooming that thing, he almost went over a waterfall."

She raised an eyebrow. "How do you know so much?"

The dark pegasus put a little more confidence into his speech. "Well, that leads me into my next point. Find out what lies in the heart and use it against them, should you run out of options. Find out what drives them, like a wish that went unanswered. Give them the chance to make it come true and they will fold."

Nightmare nodded. "You speak with a wisdom beyond your years, Fearwing. I will put it to good use."

He raised his wings. "Good? Hmhmhahahahaha! My dear, good left us a long time ago." With a flap of his wings he was in the air again. "I'll be watching. Remember, no matter what, stay positive."

She watched him take off into the night sky. In all her years, she had never seen a pony so enthralled with the night. Fearwing knew what she had intended for Equestria and he was actually looking forward to it. The way he spoke, gave her a bit of a chill. It was as if he enjoyed making other ponies miserable, but there was a friendliness about him. He wasn't afraid of her, he just saw someone that he might be able to help.

Those of you who know the rest of the story well, will know that these ideas didn't go quite as planned. The elements of harmony had been brought to light and cast their full strength upon Nightmare Moon. After being forced to 'taste the rainbow' Luna had been returned to her former self, Celestia returned, and to the great surprise of the moon princess, all was forgiven. They even threw a party in honor of her return. That day was something Luna would never forget. Fearwing was right, even in defeat, there was still a reason to smile. When she got back to the palace, she found that her sister had kept her old room exactly as she left it. Luna did notice one small difference. The window had been opened and sitting on the window ledge, was a strange rose in an enchantingly designed pot.

On it was a note that read: 'I know the night didn't last as long as we wanted, but it was certainly one of the best I've had in a long time.'

And ever since, each time Luna went out on her routine flight to bring about the night sky, she would always be visited by that strange pegasus with the 'skull and crossbones' cutie mark. In a way, he brought about a mixed sense of guilt and gratefulness in Luna. He didn't treat her any differently from when she was Nightmare Moon, which made her feel that she was responsible for what happened. On the flip side, Fearwing didn't care who she was or what she did. He just wanted to be her friend and as the days went on, Luna thought it was turning into something more.

There was a knock at the door that shook her out of her thoughts. The door creaked open and Celestia poked her head inside. "Sister, the chefs have prepared lunch for us. Come down and have a bite to eat, you didn't have breakfast this morning."

The young princess found her eyes fixed on the blue rose. She let out a little sigh. "Yes sister. I'll be down shortly."

The white alicorn could sense something bothering her little sister. "Are you alright, Luna? Is something the matter?"

Luna smiled and turned to her big sister. "I'm fine, Tia. It's nothing, really." Celestia returned the smile and slipped back out the door. Luna's eyelids sank a bit, but kept on smiling. She looked back at the rose, and admired the enchanting darkness of it. "Just a wonderful nightmare." She faced forward and walked to and out her bedroom door. She promised herself she wouldn't worry about the Fearwing situation until sundown, when the fun began.

Chapter 5

Three hours to sundown and miss Rainbow Dash was snug at home in her bed. She unconsciously flapped her wings and ruffled the sheets. This meant she was having the Wonderbolt race dream again, the one where she pulls ahead of Spitfire for a split second victory. She smiled and without control, put her front hooves up in victory. Unknown to her, a dark shadow of a pegasus was cast over her. It raised it's wings and blacked out the whole room before sinking out of clarity. Then a dark shape on the floor started to slink in from under the window. It slipped into the center of the room and it rose up with a puff.

Fearwing hovered just above the floor, then tapped it to check it's density. Just as he wanted, just soft enough to land without a sound. He did just so and silently crept over to her dresser. Three drawers, but Rainbow didn't strike Fearwing as the type of pony to have a lot of clothes. First he found her gala dress, then her winter wrap up vest. He was getting annoyed, but then he found just what he was looking for, her diary.

With wicked glee, he took it out and placed it on the floor, then started reading. "Let's see what the cute little tomboy has on her mind. Hmmmm, fastest thing alive eh? I bet I can fix that. Also says she has a huge crush on...wow, I did not need to know that. I think I've learned enough. She'll be tough, but I can get her to turn soft." There was an audible yawn that made his smile disappear and his eyes shoot open.

Rainbow sat up with another big yawn. She rubbed her eyes and looked at the full view of her room that she had from bed. "I have got to get a painting or a plant or something. This place is so empty." Indeed it was. Not a sign of anypony, but the air. Dash jumped out of bed, did a little stretch and happily skipped over to her dresser, immediately going for the third drawer. She removed her diary and hugged it tight. She fluttered over and dropped back into bed. Taking a pen from a little table next to her bed, she clicked on the desk lamp and started to write. 'Dear diary: I had the racing dream again, Spitfire had no idea what hit her. Plus, that special pony was waiting for me at the winner's circle.'

As Dash leaned back, she went unaware that Fearwing was on the opposite side of the wall. His chest heaving up and down from the speed he had to pull putting the diary back and getting out without being seen. "Man, that was close! Okay, I might as well head to the rendezvous point. I can't wait to see what the boys brought to the party." He flew off toward the Everfree Forest with wicked glee.

Meanwhile, at Sweet Apple Acres, Applejack had just woken up from her little nap. Well rested, and with time to spend, she decided to get in some apple bucking. Needless to say, the new energy was paying off. One basket full, two baskets full, then three. One by one, trees were losing apples. A.J. whistled a happy tune as she worked, then stopped when she heard a sound of distress. First a grunt, then a thump. The combo of noise meant only one thing. A few trees back, sure enough, Applejack found Applebloom trying to do her share of the work. Now, as you can imagine, it was a small filly versus a big tree, so the apples didn't budge much. "Shoot," Said a frustrated Applebloom. "Come on now, somethin's gotta give sooner or later."

Applejack smiled and shook her head. "Ahem." The little crusader was a bit startled, but relaxed when she turned to find her big sister, who spoke when she had her attention. "Now, Applebloom, we've been over this. You just ain't big enough for apple bucking yet."

Applebloom took the statement with a disappointed frown. "But sis, I gotta get my cutie mark somehow." She pointed upward. "And look at that big apple at the top. I bet one more good kick and that'll just pop right off."

The blond farm pony eyed the apple, then shook her head. "Doesn't matter anyhow. Looks like that worm's about to get it."

Sure enough, there was a little green worm inching off the branch and crawling to the big apple. As it wrapped around the stem, ready to ruin said fruit, there was a loud and terrifying sound that made the worm shake. It turned it's little head and "Caw!" Vincent the raven swooped in and snapped up the worm. He gave the apple a little kick and knocked it down to the sisters below.

A.J. was a bit surprised. "Well, how do you like that." She and Applebloom watched in curiosity as the raven flew down, swung passed them, and perched on top of a scare crow Big Macintosh put up earlier in the spring. Vincent slurped down his prey and turned his steely gaze on the farm ponies.

Applebloom was a bit puzzled. "Isn't that supposed to scare crows away?"

The elder sister kept her eyes on the bird. "Strangest crow I've ever seen. Seems a bit more refined, see the way he stands? Most crows hunch over a bit. Not this one."

The cutiemark crusader ran off for a minute or two. She returned with a small dish full of corn kernels. "Here you go, little fella."

Vincent cocked his head slightly, then flew down and landed before the dish. He pecked at the corn gladly, then looked to Applebloom. He walked over to her and nuzzled his head against her chest, cawing softly, like a content pet.

The sisters reacted in unison. "Awwww." Applejack continued. "He certainly is a sweet little guy. You wanna hang out 'round here a little longer, buddy?"

The raven happily nodded his head. The sisters walked off to the barn, but Vincent held back a second before following. If one looked close enough, one could swear they'd seen a smile on his beak and a sinister twinkle in his eye.

At the library, things were at their usual pace. Twilight was looking at maps of the Everfree Forest to try and find the most likely location where Luna's lost blanket might have landed. It wasn't terribly hard getting the info, but the calculations were the tricky part. The unicorn let out a little sigh and took a sip of coffee. She had no idea what she was getting into when she agreed to help Luna.

Spike approached her desk with arms full of scrolls. "Okay, here's the wind directions and cliff areas you wanted to see."

Twilight turned to her assistant with a smile. "Thank you, Spike."

The little dragon gave her the scrolls and scratched his head. "I still don't get what the big deal is. Why doesn't Princess Luna just get another blanket?"

The unicorn gave him a look. "Spike! Her mother gave her that. It has a deep emotional value. What if something happened and you were lost. Should I just go out and get another baby dragon?"

He went wide eyed. "You wouldn't do that, would you?"

She gave him a reassuring hug. "Of coarse not, silly. I could never replace you."

Their tender moment was interrupted by a loud crash. They turned and gasped at the sight of a toppled over book shelf. Completely face down on the floor and several books scattered around, this truly was a sight. What was even more unbelievable was that it happened at all.

Twilight looked at the mess in shock. "How...How does a fully loaded book shelf, that size, just fall over?"

Spike shrugged his shoulders. "Hey, don't ask me. I'm just as surprised as you are."

The unicorn let out a sigh, then put her magic to use. She strained and her horn glowed bright, raising the heavy shelf back to standing position. Once it was back in place, Twilight took a breather as Spike started putting books back. In a few seconds, she started using her magic to levitate them back in place. However, one book caught her eye.

The title read: Mythical Creatures and Old Folklore. Twilight liked this book; she remembered how her mother would always read her a story from it before bed. As she flipped through the pages, an illustration made her shudder and drop the book. Spike stepped over to see what was up. "The Headless Horse? You still afraid of that?"

Twilight shook off the goosebumps. "Oooohhh, it just gives me the creeps. You know, I had an uncle that was investigating him. He went into the Everfree Forest looking for him, but never came back."

Spike rolled his eyes. "Yeah, you told me. Wasn't that uncle kind of a jerk. You ever think he just moved and didn't tell anypony?"

The unicorn scholar took a deep breath. "You're probably right. Still, I still get the creeps from it each time I here the story." With a smile, she placed the book back on the shelf. "Come on upstairs. I need help packing for the trip."

The two went on their task with an air of peace recovering from that unexplained jolt. However, we know that book shelves don't fall like that by themselves. Out from the shadows in the corner, a gaze from two cold eyes looked right at the book Twilight just put back. Edgar stepped out with a rather serious tone about him. You'll soon see that while Vincent has a more friendly personality, Edgar can be rather cold. Not to mention sharp and to the point. He walked over to the shelf, claws clacking on the floor and when he reached it, he flapped his wings and rose up to the book. He grabbed it's spine firmly in it's talons, but before he could pull it out...

"I'll be right back up. I think I left one of the maps down by the desk." As Spike turned the corner, he spotted the stately raven trying to nab the book. "What the...?"

Before he could finish, Edgar let out a screech and shot right toward the little dragon. There was a bit of a commotion as the two rumbled through the library, but soon Edgar had the upper claw. He grabbed one of the curtains with his beak and wrapped Spike in it super tight, making sure his mouth was shut. He then lifted the bound baby dragon into the air and dropped him into an open laundry basket. The raven shut it fast and gave a little series of caws that sounded like a hushed laugh. He then flew back over to the shelf, grabbed the book, and took off out the window.

Twilight came back down. "Spike? What was that noise?" Her little assistant was nowhere to be seen. "Huh, I wonder where he ran off to?" She didn't hear the muffled shouts of 'let me out of here!' and grabbed the maps herself, then trotted on upstairs.

After learning all that they could know, the trio each made their way back to the tree house. Once they put the new intel to use, they would begin getting their scare on.